U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

June 27, 2007


XYRATEX LTD

(Registrant’s name)

Langstone Road

Havant

PO9 ISA

(Address of Principal Executive Offices)


Indicate by check mark whether the registrant files annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x    Form 40-F o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o    No x

 

 




NEWS RELEASE

For Immediate Release

Xyratex Ltd Announces Results for the Second Quarter Fiscal Year 2007

Q2 Revenues $213.0 million

Havant, UK – June 27, 2007 – Xyratex Ltd (Nasdaq: XRTX), a leading provider of enterprise class data storage subsystems and storage process technology, today announced results for the second fiscal quarter ended May 31, 2007.  Revenues for the second quarter were $213.0 million, a decrease of 26.3% compared to revenues of $288.9 million for the same period last year.

For the second quarter, GAAP net income was $2.0 million, or $0.07 per diluted share, compared to GAAP net income of $24.6 million, or $0.83 per diluted share, in the same period last year. Non-GAAP net income decreased 80% to $5.1 million, or a diluted earnings per share of $0.17, compared to non-GAAP net income of $25.5 million, or $0.86 per diluted share, in the same quarter a year ago (1).

Gross profit margin in the second quarter was 17%, compared to 21.5% in the same period last year, primarily due to business mix.

Revenues from sales of our Networked Storage Solutions products were $169.2 million as compared to $153.7 million in the same quarter a year ago, an increase of 10%. Gross profit margin in the Networked Storage Solutions business was 14.4% as compared to 13.3% a year ago. Revenues from sales of our Storage Infrastructure products were $43.9 million as compared to $135.1 million in the same quarter a year ago, a decrease of 67.5%. Gross profit margin in the Storage Infrastructure business was 28% as compared to 30.9% a year ago.

“Our second quarter results were in-line with our expectations, and reflect the period of significantly reduced spending from our largest Storage Infrastructure customer as it continues to integrate capital equipment acquired as a result of its recent acquisition. We did a good job of executing to our strategic plans and customer expectations. I am




encouraged with regard to our continued progress in expanding our customer base as well as our efforts in accessing new markets for our capital equipment,” said Steve Barber, CEO of Xyratex. “Despite some challenging customer requirements, I am confident that the fundamentals of the markets we serve continue to remain good and believe we continue to improve on our competitive and technology position.”

Business Highlights

·                  We announced that our new HS-1235E storage system was honored with the spring Intel® Server & Storage Innovation Award,  presented at the semi-annual Intel Developer Forum (IDF) to recognize technological advancements and innovation. The HS-1235E storage system is based on a third-generation Xyratex design and tightly couples the latest in storage, server and processing technologies.  Intel will offer the HS-1235E as part of their next generation SSR212MC2 and SSR212MC2R Storage Servers.

·                  We demonstrated our new F5404E 4Gb FC-SAS/SATA RAID nearline storage system at Storage Networking World in the Spring. The F5404E is aimed at applications requiring large-capacity and low-cost disk storage.

·                  We secured new design wins with CorData, Dallmeier, Intel, MIC Associates, NEC, and Open Storage Solutions as well as a number of other Tier 2 and 3 customers.

·                  We secured orders for automation products supporting the photovoltaic solar industry in excess of $5m and have commenced customer factory installations.

Business Outlook

The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially. These statements do not include the potential impact of any future acquisitions or divestitures.

·                  Revenue in the third quarter of 2007 is projected to be in the range $221 to $241 million.

·                  Fully diluted earnings per share is anticipated to be between $0.04 and $0.17 on a




GAAP basis in the third quarter. On a non-GAAP basis, fully diluted earnings per share is anticipated to be between $0.16 and $0.29. Non-GAAP earnings per share excludes non-cash equity compensation, amortization of intangible assets, certain non-recurring items and related taxation expense. In the third quarter GAAP net income is expected to be reduced by $0.03 per share as a result of a reduction in  taxation rates in the United Kingdom.

Conference Call/Webcast Information

Xyratex quarterly results conference call will be broadcast live via the internet at www.xyratex.com/investors on Wednesday, June 27, 2007 at 2:00 p.m. Pacific Time/5:00 p.m. Eastern Time. You can also access the conference call by dialing +1 (866) 383-7989 in the United States and +1 (617) 597-5328 outside of the United States, passcode 69480095. The press release will be posted to the company web site www.xyratex.com.

A replay will be available through July 4, 2007 following the live call by dialing +1 (888) 286-8010 in the United States and
+1 (617) 801-6888 outside the United States, replay code 11738451.


(1) Non-GAAP net income and diluted earnings per share excludes (a) amortization of intangible assets, (b) equity compensation expense, (c) specified non-recurring items, such as income from sale of a product line, and (d) the related tax effects. 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 below.

The intention in providing these non-GAAP measures is to provide supplemental information regarding the Company’s operational performance whilst recognizing that they have material limitations and that they should only be referred to with reference to the corresponding GAAP measure.

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, is outside the control of management during the period in which the expense is incurred and in addition has not been measured consistently as a result of the implementation of FAS 123R; (c) the income from the sale of the product line is non-recurring and does not form part of the Company’s core operations; (d) the exclusion of the related tax effects of excluding items (a) to (c) 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.

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 per share data (on a GAAP and non-GAAP basis) for the second 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 compete successfully in the competitive and rapidly changing marketplace in which we operate, failure to retain key employees, cancellation or delay of projects and adverse general economic conditions in the United States and internationally. 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. 000-50799). In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.




 

About Xyratex

Xyratex is a leading provider of enterprise class data storage subsystems and storage process technology. The company designs and manufactures enabling technology that provides OEM and disk drive manufacturer customers with data storage products to support high-performance storage and data communication networks. Xyratex has over 20 years of experience in research and development relating to disk drives, storage systems and high-speed communication protocols.

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 Europe, the United States and South East Asia.

For more information, visit www.xyratex.com.

Contacts:

Xyratex Investor Relations
Brad Driver
Tel: +1 (408) 325-7260
Email: bdriver@us.xyratex.com
Website: www.xyratex.com




 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

Three Months Ended,

 

Six Months Ended

 

 

 

May 31,

 

May 31,

 

May 31,

 

May 31,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(US dollars in thousands, except per share amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

$

169,155

 

$

153,738

 

$

332,770

 

$

282,568

 

Storage Infrastructure

 

43,870

 

135,144

 

116,661

 

196,831

 

Total revenues

 

213,025

 

288,882

 

449,431

 

479,399

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

176,804

 

226,853

 

368,175

 

379,801

 

Gross profit:

 

 

 

 

 

 

 

 

 

Networked Storage Solutions

 

24,275

 

20,504

 

46,561

 

40,015

 

Storage Infrastructure

 

12,273

 

41,778

 

35,267

 

59,944

 

Equity compensation

 

(327

)

(253

)

(572

 

(361

)

Total gross profit

 

36,221

 

62,029

 

81,256

 

99,598

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

19,209

 

19,402

 

38,002

 

35,864

 

Selling, general and administrative

 

14,584

 

15,955

 

29,384

 

28,818

 

Amortization of intangible assets

 

1,651

 

1,185

 

3,302

 

2,375

 

Total operating expenses

 

35,444

 

36,542

 

70,688

 

67,057

 

Operating income

 

777

 

25,487

 

10,568

 

32,541

 

Other income

 

 

1,965

 

890

 

1,965

 

Interest income, net

 

774

 

233

 

1,429

 

438

 

Income before income taxes

 

1,551

 

27,685

 

12,887

 

34,944

 

(Benefit) provision for income taxes

 

(450

)

3,109

 

771

 

3,931

 

Net income

 

$

2,001

 

$

24,576

 

$

12,116

 

$

31,013

 

 

 

 

 

 

 

 

 

 

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.07

 

$

0.86

 

$

0.42

 

$

1.08

 

Diluted

 

$

0.07

 

$

0.83

 

$

0.41

 

$

1.05

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

28,955

 

28,670

 

28,900

 

28,589

 

Diluted

 

29,855

 

29,739

 

29,832

 

29,511

 

 




 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

May 31,

 

November 30,

 

 

 

2007

 

2006

 

 

 

(US dollars and amounts in 

 

 

 

thousands)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

61,400

 

$

56,921

 

Accounts receivable, net

 

101,740

 

105,324

 

Inventories

 

81,024

 

93,111

 

Prepaid expenses

 

3,686

 

2,390

 

Deferred income taxes

 

2,310

 

2,513

 

Other current assets

 

6,790

 

7,247

 

Total current assets

 

256,950

 

267,506

 

Property, plant and equipment, net

 

35,812

 

34,471

 

Intangible assets, net

 

59,359

 

58,109

 

Deferred income taxes

 

17,052

 

15,594

 

Total assets

 

$

369,173

 

$

375,680

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

80,651

 

$

84,896

 

Short-term borrowings

 

 

4,000

 

Employee compensation and benefits payable

 

11,016

 

16,645

 

Deferred revenue

 

12,217

 

16,303

 

Income taxes payable

 

1,596

 

1,641

 

Other accrued liabilities

 

13,101

 

14,701

 

Total current liabilities

 

118,581

 

138,186

 

Long-term debt

 

 

3,000

 

Total liabilities

 

118,581

 

141,186

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common shares of Xyratex Ltd (in thousands), par value $0.01 per share
70,000 authorized, 29,015 and 28,793 issued and outstanding

 

290

 

288

 

Additional paid-in capital

 

349,958

 

344,686

 

Accumulated other comprehensive income

 

1,482

 

2,774

 

Accumulated deficit

 

(101,138

)

(113,254

)

Total shareholders’ equity

 

250,592

 

234,494

 

Total liabilities and shareholders’ equity

 

$

369,173

 

$

375,680

 

 




 

XYRATEX LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

Six Months Ended,

 

 

 

May 31,

 

May 31,

 

 

 

2007

 

2006

 

 

 

(US dollars in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

12,116

 

$

31,011

 

Adjustments to reconcile net income to net cash  used in operating activities:

 

 

 

 

 

Depreciation

 

6,434

 

4,421

 

Amortization of intangible assets

 

3,302

 

2,375

 

Non-cash equity compensation

 

3,830

 

3,324

 

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

 

 

 

 

 

Accounts receivable

 

3,584

 

(30,789

)

Inventories

 

12,087

 

(52,036

)

Prepaid expenses and other current assets

 

(2,685

)

(1,219

)

Accounts payable

 

(4,245

)

43,058

 

Employee compensation and benefits payable

 

(5,629

)

(1,282

)

Deferred revenue

 

(4,086

)

10,928

 

Income taxes payable

 

(45

)

185

 

Deferred income taxes

 

139

 

4,388

 

Other accrued liabilities

 

(476

)

5,097

 

Net cash provided by operating activities

 

24,326

 

19,461

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Investments in property, plant and equipment

 

(7,775

)

(10,985

)

Acquisition of intangible assets

 

(4,855

)

 

Acquisition of business, net of cash received

 

(1,661

)

(3,185

)

Net cash used in investing activities

 

(14,291

)

(14,170

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Payments of long-term borrowings

 

(7,000

)

(2,000

)

Proceeds from issuance of shares

 

1,444

 

2,825

 

Net cash provided by (used in) financing activities

 

(5,556

)

825

 

Change in cash and cash equivalents

 

4,479

 

6,116

 

Cash and cash equivalents at beginning of period

 

56,921

 

41,240

 

Cash and cash equivalents at end of period

 

$

61,400

 

$

47,356

 

 

 

(0

)

 

 

 




 

XYRATEX LTD

SUPPLEMENTAL INFORMATION

 

 

Three Months Ended

 

Six Months Ended

 

 

 

May 31,

 

May 31,

 

May 31,

 

May 31,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(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

 

$

2,001

 

$

24,576

 

$

12,116

 

$

31,013

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

1,651

 

1,185

 

3,302

 

2,375

 

Equity compensation

 

2,170

 

1,955

 

3,830

 

3,324

 

Other income

 

 

(1,965

)

(890

)

(1,965

)

 

 

 

 

 

 

 

 

 

 

Tax effect of non-GAAP adjustments

 

(718

)

(255

)

(1,392

)

(953

)

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income

 

$

5,104

 

$

25,496

 

$

16,966

 

$

33,794

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted GAAP earnings per share

 

$

0.07

 

$

0.83

 

$

0.41

 

$

1.05

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

0.06

 

0.04

 

0.11

 

0.08

 

Equity compensation

 

0.07

 

0.07

 

0.13

 

0.11

 

Other income

 

 

(0.07

)

(0.03

)

(0.07

)

 

 

 

 

 

 

 

 

 

 

Tax effect of non-GAAP adjustments

 

(0.02

)

(0.01

)

(0.05

)

(0.03

)

 

 

 

 

 

 

 

 

 

 

Diluted non-GAAP earnings per share

 

$

0.17

 

$

0.86

 

$

0.57

 

$

1.15

 

 

 

 

 

 

 

 

 

 

 

Summary Of Equity Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

327

 

253

 

572

 

361

 

Research and development

 

655

 

534

 

1,146

 

819

 

Selling, general and administrative

 

1,188

 

1,168

 

2,112

 

2,144

 

 

 

 

 

 

 

 

 

 

 

Total equity compensation

 

2,170

 

1,955

 

3,830

 

3,324

 

 




Signatures

                Pursuant to the requirements of the Securities and 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)

 

 

 

By:

/s/ Richard Pearce

 

 

Name: Richard Pearce

 

 

Title: Chief Financial Officer

 

 

 

Date: 27 June 2007