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 assets (Continued)have been actually reported if the acquisition had actually occurred at the beginning of the periodspresented or that may be reported in the future.Unaudited Pro-FormaYear Ended November 30,2005 2004Revenue .................................................... $681,168 $ 477,214Net income (loss) from continuing operations ......................... $ 38,490 $(123,910)Net earnings (loss) per share from continuing operations:Basic ....................................................... $ 1.36 $ (6.81)Diluted ..................................................... $ 1.33 $ (6.81)Cap EpsilonOn April 7, 2005 the Company purchased intellectual property for $2,230 consisting of a softwaresuite which the Company intends to incorporate into a new product line within its Storage and NetworkSystems segment. The purchase price was recorded as In-Process Research and Development expensebecause the acquired software had not reached technological feasibility and had no alternative uses.ZT AutomationOn February 23, 2004, the Company acquired the business and assets of ZT Automation LLC(‘‘ZT Automation’’), for consideration of $9,005, including acquisition costs of $430. The initial cashpurchase price for this company based in Fremont, California was $8,575 of which $2,000 was paid afterone year. Further amounts of up to $20,400 are payable based principally on a percentage of revenuegenerated by the acquired business for the three years ended December 31, 2006 calculated as 21.5%of cumulative revenue in excess of $19,600. At November 30, 2005, goodwill is comprised of $3,676initially acquired plus $5,625 additional cost of acquisition based on cumulative revenue at that date. Ofthe $5,625 additional cost of acquisition $4,281 was paid during the year ended November 30, 2005, anda further $1,344 is included in other accrued liabilities. Once further amounts are determined to bepayable they will be recorded in the same way. ZT Automation was a privately held company engagedin the business of providing production automation products to manufacturers of disk drives and diskdrive components. The Company’s primary reason for the acquisition was to broaden its expertise andproduct range within its Storage Infrastructure segment.F-18
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 assets (Continued)Using the purchase method of accounting, the Company has estimated the fair values of theacquired assets and liabilities. Allocation of the purchase price to tangible and intangible assets is asfollows:Cash ................................................... $ 990Accounts receivable ......................................... 2,095Inventory ................................................ 3,081Prepaid expenses ........................................... 230Property, plant and equipment ................................. 443Accounts payable .......................................... (2,351)Deferred revenue—customer deposits ............................ (3,170)Other accrued liabilities ...................................... (593)Net tangible assets ...................................... 725Identifiable intangible assets:Existing technology ....................................... 3,100Core technology ......................................... 700Non-competition agreements ................................ 400Order backlog ........................................... 400Goodwill ................................................ 9,302Purchase price ............................................ $14,627There is no value attributable to In-Process Research and Development. Goodwill is attributable tothe Storage Infrastructure segment.Intangible assets with identifiable lives are being amortized on a straight line basis for theirremaining lives as follows:Existing technology ......................................... 4 yearsCore technology ........................................... 4 yearsNon-competition agreements .................................. 3 yearsOrder backlog ............................................. 1 yearThe intangible assets are expected to be deductible for tax purposes.The results of the acquired business have been included in the Consolidated Statement ofOperations with effect from February 23, 2004.The following unaudited pro-forma summary presents information as if the acquisition of thebusiness and assets of ZT Automation had occurred as of December 1, 2002. The pro forma data giveseffect to actual operating results prior to the acquisition, adjusted to include certain pro formaadjustments including the amortization of intangible assets, reduced interest income and an additionalincome tax provision. The pro-forma amounts do not purport to be indicative of the results that wouldF-19
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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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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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Fiscal Year Ended November 30, 2004
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Selling, General and Administrative
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