XYRATEX LTDNOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(U.S. dollars and amounts in thousands, except per share data, unless otherwise stated)2. Basis of Presentation and Summary of Significant Accounting Policies (Continued)Treasury stock. The Company accounts for its repurchase of shares under the cost method ofaccounting for treasury stock, whereby the treasury stock is recorded at the cost of reacquisition andreported as a deduction from shareholders equity. Differences in the share price upon subsequentreissuance from the original issuance are recorded through paid in capital. Retirement of treasuryshares results in elimination of the original par value, with any excess amounts recorded in retainedearnings.Derivative financial instruments. The Company enters into derivative financial instruments(forward foreign currency contracts and foreign currency options) in order to manage currency risksarising from its forecasted and firmly committed foreign currency denominated cash flows. TheCompany enters into these hedging relationships to limit foreign exchange rate risk for periodsgenerally not to exceed 15 months. The Company does not utilize financial instruments for trading orspeculative purposes. The Company accounts for derivative financial instruments in accordance withStatement of Financial Accounting Standard No. 133, ‘‘Accounting for Derivative Instruments andHedging Activities’’ (‘‘FAS 133’’). As amended, FAS 133 requires that the Company recognize allderivatives as either assets or liabilities in the consolidated balance sheet and measure thoseinstruments at fair value. FAS 133 also prescribes requirements for designation and documentation ofhedging relationships and ongoing assessments of effectiveness in order to qualify for hedge accounting.The Company has designated all its forward foreign currency contracts as qualifying for hedgeaccounting under FAS 133. Changes in fair value of these instruments are deferred and recorded, netof the related tax effects, as a component of accumulated other comprehensive income (AOCI) untilthe hedged transactions affect earnings, at which time the deferred gains and losses on the forwardforeign currency contracts are recognized in the income statement.Concentration of credit risk. Financial instruments which potentially subject the Company toconcentrations of credit risk include cash and cash equivalents, short-term investments and accountsreceivable. The Company places its cash and cash equivalents and short-term investments withhigh-credit quality financial institutions. Cash deposits are generally placed with either one or twoinstitutions and such deposits may, at times, exceed governmentally insured limits. Concentrations ofcredit risk, with respect to accounts receivable, exist to the extent of amounts presented in the financialstatements. Two customers, each with balances greater than 10% of total accounts receivable,represented 78% and 75% of the total accounts receivable balance at November 30, 2005 and 2004,respectively. Generally, the Company does not require collateral or other security to support customerreceivables. The Company performs periodic credit evaluations of its customers and maintains anallowance for potential credit losses based on historical experience and other information available tomanagement. Losses to date have been within management’s expectations.Revenues of the Storage and Network Systems segment include revenue from one customeraccounting for 48%, 53% and 45% of the Company’s revenues in the years ended November 30, 2005,2004 and 2003, respectively. Revenues of the Storage Infrastructure segment include revenue from onecustomer accounting for 30% of the Company’s revenues in the year ended November 30, 2005, onecustomer accounting for 24% of the Company’s revenues in the year ended November 30, 2004 andtwo customers accounting for 22% and 11%, respectively, of the Company’s revenues in the year endedNovember 30, 2003. No other customer accounted for more than 10% of revenues.F-10
XYRATEX LTDNOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(U.S. dollars and amounts in thousands, except per share data, unless otherwise stated)2. Basis of Presentation and Summary of Significant Accounting Policies (Continued)The Company integrates highly specialized components, such as disk drives, printed circuit boardassemblies and power supplies into its products. These components are generally available from a singlesource or a limited number of suppliers. If any of these suppliers failed to meet the Company’s timingand quality requirements or unexpectedly discontinued its business relations with the Company, and noalternative supplier were found within a reasonable period of time, the Company’s ability tomanufacture products at acceptable prices or to deliver products on time could be impaired, possiblyresulting in loss of sales.Stock-based compensation. The Company has elected to follow the accounting provisions ofAccounting Principles Board Opinion No. 25, ‘‘Accounting for Stock Issued to Employees’’ and relatedinterpretations for stock-based compensation granted to employees. The Company has complied withthe disclosure requirements of FAS 123, ‘‘Accounting for Stock-Based Compensation’’. Had theCompany recognized compensation expense in accordance with FAS 123, pro forma net income andbasic and diluted net earnings per share would have been as follows for the years ended November 30,2005, 2004 and 2003.Year Ended November 30,2005 2004 2003Net income (loss) as reported .............................. $42,169 $(135,169) $(56,194)Add: Total equity related employee compensation expense determinedunder intrinsic value based method for all awards, net of related taxeffects ............................................. 828 168,778 77,201Deduct: Total equity related employee compensation expensedetermined under fair value based method for all awards, net ofrelated tax effects ..................................... (4,981) (8,554) (20,867)Pro forma net income ................................... $38,016 $ 25,055 $ 140Earnings (loss) per share:Basic as reported ..................................... $ 1.49 $ (7.43) $ (15.07)Diluted as reported ................................... $ 1.45 $ (7.43) $ (15.07)Basic pro forma ...................................... $ 1.34 $ 1.38 $ 0.04Diluted pro forma .................................... $ 1.31 $ 1.36 $ 0.04The calculation of the denominator in the calculation of earnings per share was as follows:Year Ended November 30,2005 2004 2003Number of sharesWeighted average common shares, class B preferred ordinary shares and classB ordinary shares outstanding—basic ............................ 28,329 18,195 3,730Weighted average dilutive effect of options over common shares .......... 702 216 —Weighted average common shares, class B preferred ordinary shares and classB ordinary shares outstanding—diluted ........................... 29,031 18,411 3,730Number of options over common shares excluded from the calculationbecause the effect would have been anti-dilutive .................... 10 459 —F-11
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XYRATEX LTDANNUAL REPORT FOR THE YE
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INTRODUCTIONWe are incorporated und
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Year Ended November 30,2005 2004 20
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The computations for the weighted a
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The markets in which we operate are
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technological capabilities. This co
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may cease production of components,
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• potentially adverse tax consequ
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We could incur substantial costs, i
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influence by voting at a meeting of
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Xyratex Ltd to the former sharehold
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In addition to the rapid growth of
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RAID controller technology is proje
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Our Competitive StrengthsDisk drive
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the storage subsystem and disk driv
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Our storage subsystems are internal
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systems are capable of testing a fu
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Research and DevelopmentWe have ove
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• sets forth procedures for the p
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Item 4C: Organization StructureXyra
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ecame the parent company of our bus
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Foreign Exchange Rate FluctuationsT
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we recorded in the year ended Novem
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