Foreign Exchange Rate FluctuationsThe functional currency for all our operations is U.S. dollars and the majority of our revenues andcost of revenues are denominated in U.S. dollars. A significant proportion (approximately $65 millionin our 2005 fiscal year) of our non-U.S. dollar operating expenses relate to payroll and other expensesof our U.K. operations. We manage our U.S. dollar to U.K. pound exchange rate exposure through theuse of forward foreign currency exchange contracts and option agreements. By using these derivativeinstruments, increases or decreases in our U.K. pound operating expenses resulting from changes in theU.S. dollar to U.K. pound exchange rate are partially offset by realized gains and losses on thederivative instruments.From August 2003 until November 2004, the U.S. dollar fell by approximately 16% relative to theU.K. pound. The effect on net income in our 2004 fiscal year was significantly reduced because wehedged the majority of our exposure to this exchange rate movement until November 30, 2004. Thishistorical exchange rate movement resulted in an increase in operating expenses in our 2005 fiscal yearof approximately $6.0 million.In our 2005 fiscal year this trend was reversed and the dollar appreciated by approximately 10%relative to the U.K. pound. The effect of this change on our 2006 fiscal year will be significantlyreduced because of our hedging arrangements in respect of our 2005 and 2006 fiscal years andtherefore we would expect the resulting reduction of operating expenses to be approximately$1.0 million. This amount will rise or fall with future movement in the U.S. dollar relative to the U.K.pound offset by additional forward contracts we have entered into in respect of our 2006 fiscal year.Costs of Revenues and Gross ProfitOur costs of revenues consist primarily of the costs of the materials and components used in theassembly and manufacture of our products, including disk drives, electronic cards, enclosures and powersupplies. Other items included in costs of revenues include salaries, bonuses and other labor costs foremployees engaged in the component procurement, assembly and testing of our products, warrantyexpenses, shipping costs, depreciation of manufacturing equipment and certain overhead costs. Ourgross margins change primarily as a result of fluctuations in our product mix. Our gross margins alsochange as a result of changes to product pricing, manufacturing volumes and costs of components. Thegross margins for our Storage and Network Systems products tend to be lower than the margins of ourStorage Infrastructure products and therefore our gross profit as a percentage of revenues will continueto vary with the proportions of revenues in each segment.We seek to improve our gross margins by delivering higher value-added products to our customers.Research and DevelopmentOur research and development expenses include expenses related to product development,engineering, materials costs and salaries, bonuses and other labor costs for our employees engaged inresearch and development. Research and development expenses include the costs incurred in designingproducts for our OEM customers, which often occurs prior to their commitment to purchase theseproducts. We expense research and development costs as they are incurred.Due to the level of competition in the markets in which we operate and the rapid changes intechnology, our future revenues are heavily dependent on the improvements we make to our productsand the introduction of new products. During our 2005 fiscal year our research and developmentexpenses related to over approximately 39 separate projects and consisted of approximately$25.2 million related to improving existing products, $5.4 million to meet customer specificrequirements and $23.7 million related to entering new markets, such as development of theApplication Storage System.42
As of November 30, 2005, 27% of our employees were engaged in our research and developmentactivities. Over recent fiscal years research and development expenses have risen approximately at thelevel of increase in revenue and we expect this trend to continue, reflecting our continuing commitmentto developing products based on advanced technologies and designs.Selling, General and AdministrativeSelling, general, and administrative expenses include expenses related to salaries, bonuses andother labor costs for senior management and sales, marketing, and administrative employees, marketresearch and consulting fees, commissions to sales representatives, information technology costs, othermarketing and sales activities and exchange gains and losses arising on the retranslation of U.K. pounddenominated assets and liabilities. Our selling, general and administrative expenses have increased overrecent fiscal years as we have grown our business. To the extent our business continues to grow wewould expect this trend to continue and in addition, following our initial public offering, we haveincurred additional expenses in connection with operating as a public company, particularly an increasein directors and officers’ insurance expense of approximately $1.5 million per annum. As our businesscontinues to grow we expect these expenses to continue to increase approximately in line with ourrevenues although, as discussed above, this can be affected in any fiscal year by the effect of significantchanges in exchange rates.Provision for Income TaxesWe are subject to taxation primarily in the United Kingdom, the United States and Malaysia. Afterexcluding equity compensation expense, over 90% of our income before income taxes in the last threefiscal years has arisen in the United Kingdom or Malaysia. Substantially all of our Malaysian operationsbenefit from ‘‘high-tech pioneer’’ status which provides us with a zero tax rate provided that we meetcertain requirements. For the major part of our operations in Malaysia, this status is due to expire inMarch 2007 and our overall tax rate will rise after this date unless further tax incentives are granted.As of November 30, 2005, we had a loss carryforward of $22.6 million in the United Kingdom and as aresult of these loss carryforwards have not been required to make any significant U.K. tax payments inrecent fiscal years.As of November 30, 2005, we recorded a deferred tax asset of $24.0 million. Of this amount,$14.6 million relates to a loss carryforward and other tax and accounting timing differences in theUnited Kingdom. Of the remaining balance $5.2 million relates to non-cash equity compensationexpense as described in the next paragraph and $3.7 million relates to net operating loss carryforwardsrecorded in connection with our acquisition of nStor.As a result of the recording of a non-cash equity compensation expense in our 2004 fiscal yearrelated to our IPO we recorded an additional deferred tax asset of $12.3 million relating to shareoptions granted to U.K. employees. As of November 30, 2005, as a result of employees exercising shareoptions, $7.1 million of this amount had been added to U.K. loss carryforwards. This tax benefitprimarily relates to a U.K. tax deduction which is obtained when these share options are exercised,calculated as the excess of the market price on date of exercise over the exercise price. The recordingof this deferred tax asset resulted in an overall benefit for income taxes of $6.2 million in our 2004fiscal year.As a result of actual and projected taxable income in the United Kingdom increasing significantly,the valuation allowance relating primarily to the U.K. loss carryforwards was released at the end of our2003 fiscal year and this resulted in a $13.7 million income tax benefit.Tax payments in our 2005 fiscal year amounted to $1.7 million and, due to the beneficial Malaysiantax status and U.K. tax losses, these tax payments related primarily to our U.S. operations. We do notanticipate a significant change in the level of our tax payments in our 2006 fiscal year. The tax expense43
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