Item 4C: Organization Structure<strong>Xyratex</strong> Ltd is the parent company of the <strong>Xyratex</strong> Group. <strong>Xyratex</strong> Ltd directly wholly-owns all thesignificant subsidiaries in the group with the exception of <strong>Xyratex</strong> International Inc, which it ownsindirectly. In November 2005 we reorganized our group structure with <strong>Xyratex</strong> Technology Limited,<strong>Xyratex</strong> Holdings Inc and <strong>Xyratex</strong> (Malaysia) Sdn Bhd all becoming direct subsidiaries of <strong>Xyratex</strong> Ltdhaving previously been held indirectly through <strong>Xyratex</strong> Group Limited. The purpose of thereorganization was to align the legal group structure by geographic location. Immediately after thereorganization was completed we migrated the tax residence of <strong>Xyratex</strong> Ltd out of the UnitedKingdom. The combined effect of the group reorganization and the shift in tax residency of<strong>Xyratex</strong> Ltd is that income earned outside the United Kingdom can be distributed to <strong>Xyratex</strong> Ltdwithout being subject to U.K. taxation.The following table lists our significant subsidiaries:CompanyCountry of Incorporation<strong>Xyratex</strong> Technology Limited .......... United Kingdom<strong>Xyratex</strong> Holdings Inc ............... United States<strong>Xyratex</strong> International Inc. ........... United States<strong>Xyratex</strong> (Malaysia) Sdn Bhd ......... MalaysiaItem 4D: PropertiesOur corporate offices and the center for our European research and development and productionoperations are located in Havant, United Kingdom, where we lease 89,000 square feet of office spaceand 17,000 square feet of manufacturing space.Our U.S. research and development operations occupy leased facilities in Lake Mary, Florida,Ithaca, New York and Chicago, Illinois. We maintain production operations in Sacramento, San Joseand Scotts Valley, California. In Lake Mary we lease 14,000 square feet of office space, in Ithaca welease 9,000 square feet of office space and in Chicago we lease 12,000 square feet of office space. InSan Jose, we lease 35,000 square feet of office space, in Scotts Valley we lease 50,000 square feet ofmanufacturing space and in Sacramento we lease 113,000 square feet of manufacturing space.In Asia, our production and research and development operations are located in a 118,000 squarefoot facility in Seremban, Malaysia, which we own. Approximately 25,000 square feet of this space isoffice space and the remaining 93,000 square feet is manufacturing space. We also lease 4,000 squarefeet of office space in Singapore, 1,500 square feet of office space in Shanghai, China, 4,000 square feetof office space in Wuxi, China, and 4,000 square feet of office space in Patumthani, Thailand, all forsales and customer support.ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS (MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS)You should read the following commentary together with the ‘‘Selected Historical ConsolidatedFinancial Data’’ set forth in Part I, Item 3A and our consolidated financial statements and the related notescontained elsewhere in this <strong>Annual</strong> <strong>Report</strong>. This discussion contains forward-looking statements that involverisks and uncertainties. Our actual results may differ materially from those anticipated in these forwardlookingstatements as a result of many factors, including but not limited to those set forth in ‘‘Part I,Item 3D—Risk Factors’’ and elsewhere in this <strong>Annual</strong> <strong>Report</strong>.38
OverviewWe are a leading provider of modular enterprise-class data storage subsystems and storage processtechnology. We design, develop and manufacture enabling technology that provides our customers withdata storage products to support high-performance storage and data communication networks. Weoperate in two business segments: Storage and Network Systems and Storage Infrastructure.Our Storage and Network Systems products are primarily storage subsystems which we provide toOEMs and our Storage Infrastructure products consist of disk drive manufacturing process equipmentwhich we sell directly to manufacturers of disk drives and disk drive components. We form long-termstrategic relationships with our customers and we support them through our operations in the UnitedStates, Asia and Europe. In our 2005 fiscal year, sales to our top three customers, Network Appliance,Seagate Technology and Western Digital accounted for 48%, 30% and 7% of our revenues, respectively.In our 2004 fiscal year, sales to these customers accounted for 53%, 24% and 5% of our revenuesrespectively. We had 39 customers which contributed more than $0.5 million to revenues in our 2005fiscal year and at November 30, 2005 we had over 130 active customers. We enter into jointdevelopment projects with our key customers and suppliers in order to research and introduce newtechnologies and products.Acquisitions, Disposals and ReorganizationsIn September 2005, we completed the acquisition of nStor Technologies, Inc., a company whichwas headquartered in Carlsbad, California and was listed on the American Stock Exchange. nStor is adeveloper and provider of data storage subsystems, primarily to OEMs. We are in the process ofintegrating nStor’s business with our Storage and Network Systems segment. The purchase price for theshares was $21.5 million in cash. In addition, as part of the acquisition, we were required to make otherpayments totaling $3.8 million and assume debt totaling $5.1 million. nStor recorded revenue of$7.3 million and $10.3 million in the six months ended June 30, 2005 and year ended December 31,2004, respectively. nStor recorded operating losses of $4.2 million and $6.9 million, respectively in theseperiods. We are anticipating improvements in operating results related to this business in our 2006fiscal year through increased revenues and operating efficiencies through synergies with our Storageand Network Systems segment.In May 2005, we acquired the business of Oliver Design, Inc., a company located in Scotts Valley,California, which develops and sells magnetic disk drive media cleaning technology for use in the diskdrive production process. Our total cash consideration of $17.2 million consisted of an initial paymentof $14.2 million and deferred consideration of $3.0 million due fifteen months from closing, which werecorded as an acquisition note payable. We anticipate funding the remaining portion of this acquisitionthrough cash on hand and cash generated from operations. The results of this business have beenconsolidated from the date of acquisition.In September 2004, we acquired the intellectual property of Beyond3, a developer of advancedoptical inspection systems based in San Jose, California. The structure of the transaction involves aninitial cash consideration of $1.3 million plus additional future payments of up to $17.2 million,$1.2 million of which is dependent on the achievement of certain product delivery milestones and up to$16.0 million of which is dependent on operating profit generated from the acquired intellectualproperty over the four years ending November 30, 2008. As of November 30, 2005, no additionalpayments had been made in respect of this purchase.In June 2004 we completed an initial public offering in which we issued 4,000,000 common sharesat $14.00 per share. The total proceeds from the common shares issued by us were $56.0 million andthe net proceeds received by us after deducting underwriting discounts and other offering expenses was$48.1 million. Immediately prior to the closing of the initial public offering and in order to facilitate thelisting of our common shares on the NASDAQ National Market, <strong>Xyratex</strong> Ltd, a Bermuda company,39
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