XYRATEX LTDNOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(U.S. dollars and amounts in thousands, except per share data, unless otherwise stated)10. Ordinary Shares and Stock Option plans (Continued)2,576 class C ordinary shares were issued to employees during January and February 2004, whichwere subject to employment restrictions which lapsed as a result of the exchange of these shares for<strong>Xyratex</strong> Ltd common shares on June 29, 2004. The Company granted rights to 2,280 of these shares tocertain directors and senior management during the year ended November 30, 2003.802 <strong>Xyratex</strong> Group Limited class A preferred ordinary shares were issued to employees anddirectors during the year ended November 30, 2004. Of these, 270 vest over a period of four years and307 were issued in connection with the exercise of rights which were granted to certain directors andsenior management during the year ended November 30, 2003.11. Employee benefit trustsThe Company has a variable interest in an employee benefit trust (the ‘‘Trust’’) which was formedin 1994 by Havant International Holdings Limited (HIHL), a predecessor holding company, for thebenefit of current and former employees and to facilitate obligations under HIHL’s stock option plans.Following the demerger of the Company’s business from HIHL in 2000 (see Note 17), the Trust holdsshares of the Company and has held shares in Havant International Limited (HIL), another businessdemerged from HIHL in 2000. Assets held by the Trust are used to compensate current and formeremployees of both the Company and HIL. The Company is not the primary beneficiary of the Trustbecause it does not absorb expected losses of the Trust, nor does it receive expected residual returns ofthe Trust. As of November 30, 2005 and 2004, the Trust held 1,163 and 2,586 common shares,respectively.Transactions between the Trust and employees of the Company, such as the granting of shares,options over shares, or cash bonuses paid to employees, have been accounted for in accordance withAPB 25, and any resulting compensation expense has been pushed down into these financial statementswith an offsetting entry to additional paid in capital. Grants and other activity related to equity basedcompensation awards given to employees are included in the share option and award activity inNote 10. During the years ended November 30, 2004 and 2003, the Trust granted share options toemployees of the Company totaling 120 and 3 respectively.The Trust pays administrative fees to the Company of $9 per year and paid part of a companybonus of $144 in the year ended November 30, 2005.The Company set up a new employee benefit trust in June 2004. This trust holds 148 commonshares in <strong>Xyratex</strong> Ltd, included in unissued shares at November 30, 2005. Shares held by this trust willbe used to satisfy the exercise of share options by employees of the Company during the year endedNovember 30, 2005.12. Short-term Borrowings and Long-term DebtAs of November 30, 2005, the Company has credit facilities with a major U.K. financial institution(the ‘‘Bank’’) under which it has the remaining $11,000 of a term loan of $19,000, a revolving creditfacility of up to $10,000 and an overdraft facility of up to $15,000. The term loan was taken out inconnection with the Company’s acquisition of its own shares as part of the private equity investment(Note 1). This loan was taken out in September 2003 and is repayable in equal quarterly installmentsover five years. No amounts are outstanding at November 30, 2005 under the revolving credit orF-34
XYRATEX LTDNOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(U.S. dollars and amounts in thousands, except per share data, unless otherwise stated)12. Short-term Borrowings and Long-term Debt (Continued)overdraft facilities. Any amounts borrowed under the revolving credit facility would be repayable in2008. Any amounts borrowed under the overdraft facility would be repayable on demand.Interest is payable at 0.75% above LIBOR on the overdraft facility, the term loan and therevolving credit facility. Amounts under the revolving credit and overdraft facilities may be borrowed inU.K. pounds or U.S. dollars and separate currency LIBOR rates apply for each currency. The termloan and revolving credit facility contain restrictive covenants that, among other provisions, requirecompliance with certain financial covenants including levels of income from operations relative to netinterest and tangible net assets as determined in accordance with accounting principles generallyaccepted in the U.K.. The facilities are collateralized by substantially all of the assets of the Company.Prior to September 2003 the Company had similar revolving credit and revolving facilities with theBank which were denominated in U.K. pounds. Until February 2003, the previous revolving creditfacility was subject to a guarantee from a related party (see Note 17).13. Financial InstrumentsThe Company’s principal financial instruments, other than derivatives, comprise long-term debt,short-term borrowings, cash and cash equivalents, accounts receivable, accounts payable and accruedliabilities. The Company also enters into derivatives (forward foreign currency contracts) in order tomanage currency risks arising from the Company’s operations and its sources of finance. The Companydoes not hold financial instruments for trading purposes.Forward foreign exchange contracts and forward foreign exchange optionsOver 90% of the Company’s revenues are denominated in the U.S. dollar, whereas certainexpenses are incurred in U.K. pounds. Therefore, the Company is exposed to foreign currencyexchange rate risk which creates volatility in income and cash flows from period to period. In part, theCompany manages this exposure through entering into forward foreign exchange contracts to reducethe volatility of income and cash flows associated with this risk.The Company formally documents all relationships between hedging instruments and hedgeditems, as well as its risk-management objectives and strategies for undertaking various hedgetransactions. The Company links all derivatives that are designated as hedging instruments in foreigncurrency cash flow hedges to forecasted transactions or firm commitments. In accordance with theprovision of FAS 133, the Company assesses, both at the inception of each hedge and on an on-goingbasis, whether the derivatives that are designated in hedge qualifying relationship are highly effective inoffsetting changes in the cash flows of hedged items. If it is determined that a derivative is no longerhighly effective as a hedge, the Company discontinues hedge accounting prospectively. Thecounterparty to the foreign currency contracts is an international bank. Such contracts are generally for15 months or less.The Company reclassified a gain of $755 net of tax of $324 from AOCI to earnings during the yearended November 30, 2005 due to the realization of the underlying transactions. Such amounts wererecorded as selling, general and administrative expense. The Company recorded the change in fairmarket value of derivatives related to its cash flow hedges, the balances of which are recorded in othercurrent assets, to AOCI of $1,356 and $755, net of tax of $581 and $324 for the year endedF-35
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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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Fiscal Year Ended November 30, 2004
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Selling, General and Administrative
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Quarterly Results of OperationsThe
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sales growth. The increase in defer
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choose to make or alliances we have
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compete. Identifiable intangible as
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ITEM 6: DIRECTORS, SENIOR MANAGEMEN
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Ernest Sampias has served as a dire
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Audit CommitteeOur Audit Committee
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Employee Benefit/Share Option Plans
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