XYRATEX LTDNOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(U.S. dollars and amounts in thousands, except per share data, unless otherwise stated)3. Discontinued operations (Continued)Effective January 31, 2003, the Company sold its digital broadcast technology business tomanagement of the digital broadcast technology business. Proceeds received from the sale consisted ofcash of $258 payable in equal monthly installments over twelve months. The Company recorded anafter-tax loss on sale of this discontinued operation of $185 in the year ended November 30, 2003. TheCompany’s consolidated financial statements reflect the digital broadcast technology business asdiscontinued operations in accordance with FAS 144, ‘‘Accounting for the Impairment and Disposal ofLong Lived Assets’’. The financial position, results of operations and cash flows of this business havebeen classified as discontinued, and the Company has no continuing involvement with this business.The Company has not allocated interest expense to this discontinued operation.In November 2005, the Company received an amount of $400 from the purchaser of this businessin connection with the sale agreement, the amount being based on revenues of the business andproceeds of a subsequent sale of the business. No further amounts are expected to be received inconnection with the sale. This amount, less associated income tax of $120 has been recorded asdiscontinued operations in the year ended November 30, 2005.The following table shows the components of the loss on sale of the digital broadcast technologybusiness in January 2003.Proceeds .................................................... $258Less: Carrying value of net assets sold as of disposal date (January 31, 2003)Cash ..................................................... 275Accounts receivable .......................................... 300Inventory .................................................. 190Property, plant and equipment .................................. 174Employee compensation and benefits payable ........................ (286)Other accrued liabilities ....................................... (260)393Less: Costs of disposition ........................................ 50Loss on sale after income taxes of zero .............................. $185The following table shows the results of operations of this business until the date of disposal.Year endedNovember 30,2003Revenues .................................................... $606Costs and expenses ............................................. 860Loss from discontinued operations before income taxes ................... (254)Provision for income taxes ........................................ —Net loss from discontinued operations ............................... $(254)F-14
XYRATEX LTDNOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(U.S. dollars and amounts in thousands, except per share data, unless otherwise stated)4. Acquisition and purchase of intangible assetsnStor Technologies IncOn September 8, 2005, the Company completed the acquisition of nStor Technologies, Inc., acompany headquartered in Carlsbad, California and listed on the American Stock Exchange. nStor is adeveloper and provider of data storage subsystems, primarily to OEMs. The purchase price for theshares was cash of $25,254 including estimated acquisition costs of $772. The primary purposes of thisacquisition were to broaden the range of products and technology base within the Company’s Storageand Network Systems segment.The Company has made preliminary estimates of the fair values of the acquired assets andliabilities. Allocation of the purchase price to tangible and intangible assets is as follows:Cash ................................................... $ 59Deferred tax .............................................. 3,749Accounts receivable ......................................... 2,995Inventory ................................................ 2,204Other current assets ........................................ 193Property, plant and equipment ................................. 425Accounts payable .......................................... (2,383)Short-term borrowings ....................................... (5,111)Employee compensation and benefits payable ...................... (406)Deferred revenue .......................................... (242)Other accrued liabilities ...................................... (1,610)Net tangible liabilities .................................... (127)Indentifiable intangible assetsIn-Process Research and Development ......................... 1,000Existing technology ....................................... 3,900Core technology ......................................... 1,100Order backlog ........................................... 500Existing customer relationships ............................... 1,000Non-competition agreements ................................ 600Goodwill ................................................ 17,281Initial purchase price ........................................ $25,254The value attributable to in-process research and development (‘‘IPR&D’’) was recorded as anoperating expense upon acquisition since the acquired technology had not reached technologicalfeasibility and had no alternative future use. The value was determined by estimating the costs todevelop the acquired IPR&D into commercially viable products, estimating the resulting after-tax netcash flows (‘‘free cash flow’’) from such projects, and discounting the free cash flows back to theirpresent value. The discount rate included a factor that took into account the uncertainty surroundingthe successful development of the acquired IPR&D. These estimates are subject to change, given theuncertainties of the development process, and no assurance can be given that deviations from theseestimates will not occur. Goodwill is attributable to the Storage & Network Systems segment.F-15
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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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Fiscal Year Ended November 30, 2005
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Research and Development—otherThe
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