UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

SECURITIES EXCHANGE ACT OF 1934

 

October 3, 2013

Commission File Number: 001-35766

 


 

XYRATEX LTD

(Translation of registrant’s name into English)

 

Langstone Road,

Havant
PO9 1SA
United Kingdom

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F     o Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 



 

NEWS RELEASE

For Immediate Release

 

Xyratex Ltd Announces Results for the Third Quarter Fiscal Year 2013

 

Havant, UK — October 3, 2013 — Xyratex Ltd (Nasdaq: XRTX), a leading provider of data storage technology, today announced results for the third fiscal quarter ended August 31, 2013. Revenues for the third quarter were $217.3 million, a decrease of 21% compared to revenues of $275.7 million for the same period in the prior year. The decline year over year was principally related to the continued reduction in revenue from NetApp with the current program coming to an end in our current quarter as previously announced.

 

For the third quarter, GAAP net income was $2.4 million, or $0.08 per diluted share, compared to GAAP net income of $7.7 million, or $0.28 per diluted share, in the same period last year. Non-GAAP net income was $5.9 million, or $0.21 per diluted share, compared to non-GAAP net income of $10.3 million, or $0.37 per diluted share, in the same quarter a year ago(1).

 

Gross profit margin in the third quarter was 20.9%, compared to 18.5% in the same period last year and 22.0% in the prior quarter. The increase from last year primarily reflected a favorable variation in customer and product mix in our Enterprise Data Storage Solutions product segment. The decrease from the prior quarter primarily reflected a variation in product mix in our Hard Disk Drive (HDD) Capital Equipment segment.

 

Today, the Company also announced that its Board of Directors has approved a quarterly cash dividend of $0.075 per share, unchanged from the prior quarter. The dividend will be payable on November 1, 2013 to shareholders of record as of the close of business on October 17, 2013. This dividend represents a quarterly payout of approximately $2.1 million in aggregate, or $8.4 million on an annualized basis.

 

“Our third quarter results were at the higher end of our expectations, reflecting lower overall expenses and approximately $5 million of revenue from the HDD Capital Equipment business which had previously been planned for the fourth quarter. I am encouraged by the improvements in our customer relationships and our investments in technology, specifically around cloud and flash, and the opportunities that I believe will be created as a result. In our Enterprise Data Storage Solutions business, we recently introduced our 12Gb/s SAS technology into our Onestor line of enterprise class modular storage enclosure. This first-to-market technology has recently been accepted as the next generation technology by one of our significant Tier 1 customers, which is a significant opportunity for Xyratex,” said Ernie Sampias, CEO, “Within our Clusterstor product line, we achieved a number of design wins during the third quarter in vertical markets including academia, oil and gas and the financial sector. Our HDD Capital Equipment business continues to work very closely with our HDD partners. I am encouraged with the opportunities that are being created as a result of these partnerships such as technologies that support higher capacity HDDs.”

 

2



 

Business Outlook

 

The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially.

 

·                  Revenue in the fourth fiscal quarter of 2013 is projected to be in the range of $190 million to $220 million.

·                  Fully diluted earnings (loss) per share is anticipated to be between a loss of $0.09 and earnings of $0.15 on a GAAP basis in the fourth quarter. On a non-GAAP basis,fully diluted earnings (loss) per share is anticipated to be between a loss of $0.04 and earnings of $0.20. Anticipated non-GAAP earnings (loss) per share in our fourth quarter excludes amortization of intangible assets, equity compensation expense, specified non-recurring items and related taxation expense.

 

Conference Call Information

 

The company will host a conference call to discuss its results at 1:30 p.m. PT/4:30 p.m. ET on Thursday October 3, 2013.

 

The conference call can be accessed online via the company’s website www.xyratex.com/investors, or by telephone as follows:

 

United States

(866) 543-6403

Outside the United States

(617) 213-8896

Passcode

90934976

 

A replay will be available via the company’s website www.xyratex.com/investors, or can be accessed by telephone through October 10, 2013 as follows:

 

United States

(888) 286-8010

Outside the United States

(617) 801-6888

Passcode

48412946

 


(1) Non-GAAP net income and diluted earnings per share exclude (a) amortization of intangible assets, (b) equity compensation expense, (c) the tax effects related to (a) and (b), (d) the recognition of a Malaysia deferred tax asset in the first quarter of fiscal 2012 and (e) the tax expense resulting from a reduction in the deferred tax asset caused by a fall in U.K. tax rates. Reconciliation of non-GAAP net income and diluted earnings per share to GAAP net income and GAAP diluted earnings per share is included in a table immediately following the condensed consolidated statements of cash flow.

 

The intention in providing these non-GAAP measures is to provide supplemental information regarding the company’s operational performance while recognizing that they have material limitations and that they should only be referred to with reference to, and not considered to be a substitute for, or superior to, the corresponding GAAP measure. The financial results calculated in accordance with GAAP and reconciliations of these non-GAAP measures to the comparable

 

3



 

GAAP measures should be carefully evaluated. The non-GAAP financial measures used by us may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

 

The company believes that the provision of these non-GAAP financial measures is useful to investors and investment analysts because it enables comparison to the company’s historical operating results, those of competitors and other industry participants and also provides transparency to the measures used by management in operational and financial decision making. In relation to the specific items excluded: (a) intangible assets represent costs incurred by the acquired business prior to acquisition, are not cash costs and will not be replaced when the assets are fully amortized and therefore the exclusion of these costs provides management and investors with better visibility of the costs required to generate revenue over time; (b) equity compensation expense is non-cash in nature and is outside the control of management during the period in which the expense is incurred; (c) the exclusion of the related tax effects of excluding items (a) and (b) is necessary to show the effect on net income of the change in tax expense that would have been recorded if these items had not been incurred; (d) the recognition of the Malaysia deferred tax asset relates to the non-renewal of certain tax incentive arrangements in 2012, is non-recurring and will reverse if the incentive arrangements are renewed and (e) the impact of the reduction in U.K. tax rates is non-cash and not comparable across periods or with other companies due to the existence of a significant U.K. related deferred tax asset which is expected to reduce over time.

 

Safe Harbor Statement

 

This press release contains forward-looking statements. These statements relate to future events or our future financial performance, including our projected revenue and fully diluted earnings (loss) per share data (on a GAAP and non-GAAP basis) for the fourth quarter. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Factors that might cause such a difference include our inability to retain major customers and meet the required technical and performance specifications of our products in a timely manner or at all, the cyclical nature of the markets in which we operate, changes in our customers’ volume requirements, our inability to compete successfully in the competitive and rapidly changing marketplace in which we operate, deterioration in global economic conditions, diminished growth in the volume of digital information, patent infringement claims and our inability to protect our intellectual property and the impact of natural disasters. These risks and other factors include those listed under “Risk Factors” and elsewhere in our Annual Report on Form 20-F as filed with the Securities and Exchange Commission (File No. 001-35766). In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking

 

4



 

statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

 

About Xyratex

 

Xyratex is a leading provider of data storage technology, including modular solutions for the enterprise data storage industry, and HDD capital equipment for the HDD industry. Xyratex enterprise data storage platforms provide a range of advanced, scalable data storage solutions for the Original Equipment Manufacturer and High Performance Computing communities. As the largest capital equipment supplier to the HDD industry, Xyratex enables disk drive manufacturers and their component suppliers to meet today’s technology and productivity requirements. Xyratex has over 25 years of experience in research and development relating to disk drives, storage systems and manufacturing process technology.

 

Founded in 1994 in an MBO from IBM, and with headquarters in the UK, Xyratex has an established global base with R&D and operational facilities in North America, Asia and Europe.

 

Contacts:

 

Vice President of Investor Relations

Brad Driver

Tel: +1 (510) 687-5260

Email: brad_driver@xyratex.com

Website: www.xyratex.com

 

5



 

XYRATEX LTD

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three Months Ended,

 

Nine Months Ended,

 

 

 

August 31,

 

August 31,

 

August 31,

 

August 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(US dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

217,282

 

$

275,670

 

$

629,064

 

$

893,452

 

Cost of revenues

 

171,783

 

224,653

 

499,098

 

736,121

 

Gross profit

 

45,499

 

51,017

 

129,966

 

157,331

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

23,610

 

25,308

 

73,805

 

77,231

 

Selling, general and administrative

 

16,418

 

17,192

 

51,133

 

50,925

 

Restructuring costs

 

1,073

 

 

2,815

 

 

Amortization of intangible assets

 

557

 

617

 

1,605

 

2,537

 

Total operating expenses

 

41,658

 

43,117

 

129,358

 

130,693

 

Operating income

 

3,841

 

7,900

 

608

 

26,638

 

Interest income, net

 

80

 

283

 

207

 

623

 

Income before income taxes

 

3,921

 

8,183

 

815

 

27,261

 

Provision for income taxes

 

1,571

 

437

 

655

 

1,658

 

Net income

 

$

2,350

 

$

7,746

 

$

160

 

$

25,603

 

 

 

 

 

 

 

 

 

 

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.09

 

$

0.29

 

$

0.01

 

$

0.93

 

Diluted

 

$

0.08

 

$

0.28

 

$

0.01

 

$

0.90

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares (in thousands), used in computing net earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

27,558

 

27,171

 

27,439

 

27,674

 

Diluted

 

27,876

 

27,764

 

27,855

 

28,423

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.08

 

$

0.08

 

$

2.23

 

$

0.22

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Net income

 

$

2,350

 

$

7,746

 

$

160

 

$

25,603

 

Unrealized gain (loss) on forward foreign currency contract

 

(259

)

885

 

(2,308

)

627

 

Reclassification of loss into net income

 

183

 

374

 

385

 

710

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income (loss)

 

$

2,274

 

$

9,005

 

$

(1,763

)

$

26,940

 

 

6



 

XYRATEX LTD

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

August 31,

 

November 30,

 

 

 

2013

 

2012

 

 

 

(US dollars and amounts in
thousands)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

79,416

 

$

117,174

 

Accounts receivable, net

 

127,580

 

132,917

 

Inventories

 

149,525

 

171,605

 

Prepaid expenses

 

5,233

 

3,134

 

Deferred income taxes

 

205

 

228

 

Other current assets

 

7,831

 

7,121

 

Total current assets

 

369,790

 

432,179

 

Property, plant and equipment, net

 

41,076

 

40,194

 

Intangible assets, net

 

14,725

 

14,975

 

Deferred income taxes

 

25,977

 

23,929

 

Total assets

 

$

451,568

 

$

511,277

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

87,393

 

$

82,125

 

Employee compensation and benefits payable

 

16,637

 

17,961

 

Deferred revenue

 

13,390

 

18,521

 

Income taxes payable

 

938

 

369

 

Other accrued liabilities

 

18,713

 

17,767

 

Total current liabilities

 

137,071

 

136,743

 

Long-term debt

 

 

 

Total liabilities

 

$

137,071

 

$

136,743

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common shares (in thousands), par value $0.01 per share 70,000 authorized, 27,558 and 27,024 issued and outstanding

 

$

276

 

$

270

 

Additional paid-in capital

 

313,887

 

354,593

 

Accumulated other comprehensive income (deficit)

 

(1,060

)

863

 

Accumulated income

 

1,394

 

18,808

 

Total shareholders’ equity

 

314,497

 

374,534

 

Total liabilities and shareholders’ equity

 

$

451,568

 

$

511,277

 

 

7



 

XYRATEX LTD

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Nine Months Ended,

 

 

 

August 31,

 

August 31,

 

 

 

2013

 

2012

 

 

 

(US dollars in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

160

 

$

25,603

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

11,998

 

12,528

 

Amortization of intangible assets

 

1,605

 

2,537

 

Non-cash equity compensation

 

1,898

 

5,048

 

Loss on sale of assets

 

 

1,183

 

Deferred income taxes

 

(1,414

)

171

 

Changes in assets and liabilities, net of impact of acquisitions and divestitures:

 

 

 

 

 

Accounts receivable

 

5,337

 

57,537

 

Inventories

 

22,080

 

(44,928

)

Prepaid expenses and other current assets

 

(3,960

)

2,395

 

Accounts payable

 

5,268

 

(63,823

)

Employee compensation and benefits payable

 

(1,324

)

(5,395

)

Deferred revenue

 

(5,131

)

16,658

 

Income taxes payable

 

569

 

178

 

Other accrued liabilities

 

(437

)

(3,634

)

Net cash provided by operating activities

 

36,649

 

6,058

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Investments in property, plant and equipment

 

(12,880

)

(11,568

)

Payment for acquisition of intangible assets

 

(1,355

)

(3,500

)

Net cash used in investing activities

 

(14,235

)

(15,068

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of shares

 

 

661

 

Repurchase of shares

 

 

(13,600

)

Dividends to shareholders

 

(60,172

)

(7,504

)

Net cash used in financing activities

 

(60,172

)

(20,443

)

Change in cash and cash equivalents

 

(37,758

)

(29,453

)

Cash and cash equivalents at beginning of period

 

117,174

 

132,630

 

Cash and cash equivalents at end of period

 

$

79,416

 

$

103,177

 

 

8



 

XYRATEX LTD

SUPPLEMENTAL INFORMATION

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

August 31,

 

August 31,

 

August 31,

 

August 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(US dollars in thousands, except
per share amounts)

 

(US dollars in thousands, except per
share amounts)

 

Summary Reconciliation Of GAAP Net Income To Non-GAAP Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income

 

$

2,350

 

$

7,746

 

$

160

 

$

25,603

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

557

 

617

 

1,605

 

2,537

 

Equity compensation

 

1,226

 

1,203

 

1,898

 

5,048

 

Tax effect of above non-GAAP adjustments

 

(357

)

(482

)

(753

)

(1,924

)

Effect of changes in tax rates

 

2,104

 

1,239

 

2,104

 

1,239

 

Malaysia deferred tax asset recognized

 

 

 

 

(1,489

)

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income

 

$

5,880

 

$

10,323

 

$

5,014

 

$

31,014

 

 

 

 

 

 

 

 

 

 

 

Summary Reconciliation Of Diluted GAAP Earnings Per Share To Diluted Non-GAAP Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted GAAP earnings per share

 

$

0.08

 

$

0.28

 

$

0.01

 

$

0.90

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

0.02

 

0.02

 

0.06

 

0.09

 

Equity compensation

 

0.04

 

0.04

 

0.07

 

0.18

 

Tax effect of above non-GAAP adjustments

 

(0.01

)

(0.02

)

(0.03

)

(0.07

)

Effect of changes in tax rates

 

0.07

 

0.04

 

0.08

 

0.04

 

Malaysia deferred tax asset recognized

 

 

 

 

(0.05

)

 

 

 

 

 

 

 

 

 

 

Diluted non-GAAP earnings per share

 

$

0.21

 

$

0.37

 

$

0.18

 

$

1.09

 

 

 

 

 

 

 

 

 

 

 

Segmental Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Enterprise Data Storage Solutions

 

$

160,973

 

$

223,380

 

$

506,861

 

$

773,908

 

HDD Capital Equipment

 

56,309

 

52,290

 

122,203

 

119,544

 

Total

 

$

217,282

 

$

275,670

 

$

629,064

 

$

893,452

 

 

 

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

 

 

Enterprise Data Storage Solutions

 

$

29,323

 

$

34,370

 

$

92,317

 

$

126,839

 

HDD Capital Equipment

 

16,264

 

16,872

 

37,797

 

31,177

 

Equity compensation

 

(88

)

(225

)

(148

)

(685

)

Total

 

$

45,499

 

$

51,017

 

$

129,966

 

$

157,331

 

 

 

 

 

 

 

 

 

 

 

Summary Of Equity Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

$

88

 

$

225

 

$

148

 

$

685

 

Research and development

 

330

 

403

 

409

 

1,778

 

Selling, general and administrative

 

808

 

575

 

1,341

 

2,585

 

 

 

 

 

 

 

 

 

 

 

Total equity compensation

 

$

1,226

 

$

1,203

 

$

1,898

 

$

5,048

 

 

9



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

XYRATEX LTD

 

(Registrant)

 

 

 

 

 

 

Date: October 3, 2013

By:

/s/ Richard Pearce

 

 

Name: Richard Pearce

 

 

Title: Chief Financial Officer

 

10