ecame the parent company of our business through an exchange by <strong>Xyratex</strong> Group Limitedshareholders of their shares in <strong>Xyratex</strong> Group Limited, our previous parent company, for commonshares of <strong>Xyratex</strong> Ltd. <strong>Xyratex</strong> Ltd was formed in April 2002 and had no operations prior to the initialpublic offering.In February 2004, we acquired the business of ZT Automation LLC, a company located inFremont, California, which develops and sells magnetic disk media handling automation technology foruse in the disk drive production process, for a maximum total consideration of $29.0 million, whichconsists of $6.6 million of initial consideration and $22.4 million of deferred consideration. Of thedeferred consideration, $2.0 million was recorded as an acquisition note payable and was paid inFebruary 2005. The additional amounts of deferred consideration of up to $20.4 million are payablebased principally on a percentage of revenue generated by this business in the three years ending onDecember 31, 2006, calculated as 21.5% of cumulative revenue in excess of $19.6 million. The amountpaid or payable based on revenue was $5.6 million at November 30, 2005. We anticipate funding theremaining portion of this acquisition through cash on hand and cash generated from operations.In September 2003, funds managed by HgCapital, a European private equity firm, acquired a 56%shareholding in <strong>Xyratex</strong> Group Limited. As part of this transaction, we reacquired and cancelledoutstanding ordinary shares at a cost of $18.9 million funded by a new term loan from HSBC. Also inconnection with this transaction, we made a number of changes to the rights of our ordinary shares andmade payments to professional advisors and exiting management, totaling $6.9 million, and issued newshares to funds managed by HgCapital in compensation for expenses incurred by them in connectionwith the share purchase which amounted to $4.7 million. In addition, in connection with thistransaction we were required to record equity compensation expense of $57.3 million and $19.9 millionas part of continuing and discontinued operations, respectively, in our 2003 fiscal year.In March 2003, we sold our digital broadcast technology business to management of that businessfor proceeds of $0.3 million. The operating results, net assets and cash flows of this business have beencategorized as discontinued operations in the consolidated financial statements included elsewhere inthis <strong>Annual</strong> <strong>Report</strong>. We recorded a net loss of $0.3 million from these discontinued operations for ourfiscal year ended November 30, 2003. In connection with this sale we received a final royalty paymentof $0.4 million in our fiscal year ended November 30, 2005.RevenuesWe derive revenues primarily from the sale of our Storage and Network Systems products and ourStorage Infrastructure products.Our Storage and Network Systems products consist primarily of storage subsystems which addressthree market segments through our OEM customers; Network Attached Storage or NAS, Storage AreaNetworks or SAN and, more recently, Nearline storage. We have continued to see strong growth in theNearline and NAS market segments over the past two fiscal years, particularly through NetworkAppliance, our main customer addressing these marketplaces. Our customers typically operate acrossmultiple market segments. Nearline storage is considered to be a new segment within the externalstorage systems market. It is primarily driven by magnetic tape technology being replaced by storagesystems containing low cost disk drive technology in the back up and recovery processes withinenterprises. The deployment of low cost disk drives is also taking place within the SAN and NASmarket segments as IT departments begin to classify their data as part of an information life cycle orcorporate data management strategy. Our customers in each market segment currently use the fibrechannel protocol to access the storage subsystem which can incorporate either high performance fibrechannel or lower cost ATA/SATA disk drives.Our Storage Infrastructure revenues are derived from the sale of disk drive manufacturing processequipment directly to manufacturers of disk drives and disk drive components and we have seen growth40
in these revenues over recent fiscal years, primarily through sales to Seagate Technology. We supplythree main product lines in this segment: production test systems, servo track writers and, following ouracquisitions of the businesses of Oliver Design, Inc. and ZT Automation LLC, we now supply mediacleaning and media handling automation technology which we combine as media process technology.Revenues from these products are subject to significant fluctuations, particularly from quarter toquarter, as they are dependent on the capital investment decisions and installation schedules of ourcustomers.As described below, the unit prices we obtain from our major customers will typically vary withvolumes. As products become more mature, prices will generally decline, partly reflecting reducedcomponent costs. We also regularly introduce new products which are likely to incorporate additionalfeatures or new technology and these products will generally command a higher unit price. Averageunit prices will also vary with the mix of customers and products. In the last three fiscal years we havenot seen an overall trend in our unit prices.Revenues from product sales are recognized once delivery has occurred, provided that there ispersuasive evidence that an arrangement exists, the price for the delivered product is fixed ordeterminable, and it is reasonably assured that the revenue will be collected. Delivery is considered tohave occurred when title and risk of loss have been transferred to the customer. For sales that includecustomer-specified acceptance criteria, revenues are recognized after the acceptance criteria have beenmet. Sales of the major portion of our Storage Infrastructure products include an installation element.Revenue for these products is recognized upon installation except that, where there is objective andreliable evidence to support the fair value of installation, or where there is a separate arrangement forthe installation, product revenue is recognized upon delivery. In addition, some of our sales contractsprovide that a certain percentage of payments is to be made in advance of product delivery, in whichcase we record these payments as deferred revenue until the product is actually delivered.We typically enter into arrangements with our largest customers and provide them with productsbased on purchase orders executed under these arrangements. These arrangements often includeestimates as to future product demand but do not typically specify minimum volume purchaserequirements. Due to the complexity of our products, we provide almost all of our products on abuild-to-order basis. The prices of our products are generally agreed to in advance and are based on apre-negotiated pricing model. The pricing model may specify certain product components andcomponent costs as well as anticipated profit margins. Some of these arrangements requirenon-refundable payments from our customers for research and development during the productdevelopment phase, which is known as non-recurring engineering. Revenue from non-recurringengineering under these contracts has been recognized upon the achievement of agreed projectmilestones and amounted to $0.8 million in our 2005 fiscal year and $1.5 million in our 2004 fiscal year.We do not anticipate any significant changes in the level of revenue from non-recurring engineering.In our fiscal years ended November 30, 2005, 2004 and 2003, we derived 61%, 69% and 66%,respectively, of our revenues from the sale of Storage and Network Systems products.We believe that both of our business segments present the opportunity for growth in thenear-term. We are seeing growth in demand from our customers which we believe relates to factorsincluding increases in the amount of digitally stored information, increased information technologyspending, growth in the specific markets which our customers address, the trend towards outsourcingand increased market share of our customers. Growth in our Storage Infrastructure revenues is alsospecifically affected by the growth in shipped volume, and increases in the individual storage capacity,of disk drives.41
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