Natural MicroSystems Corporation

Notes To Consolidated Financial Statements (continued)

1993 Employee Stock Purchase Plan
The 1993 Employee Stock Purchase Plan (“Purchase Plan”), which was adopted by the Board of Directors in 1993 and amended by the Company’s stockholders in 1996, permits employees and officers of the Company to participate in periodic plan offerings, in which payroll deductions may be used to purchase shares of common stock. The purchase price is 85% of the lower of the fair market value at the date the offering commences or terminates. The Company reserved 400,000 shares for the Purchase Plan. In March 1999, the Board of Directors adopted and in April 1999, the Company’s stockholders approved an increase in the number of shares available under the Purchase Plan from 400,000 to 700,000 shares. As of December 31, 1999, 292,864 shares have been issued under the Purchase Plan at prices ranging from $4.36 to $48.62 per share.

Restricted Stock Awards
On April 3, 1998, QWES.com, Inc. issued 933,762 shares of restricted common stock at a fair value of $0.11 per share to its founders. The stock was scheduled to vest over a three-year period, but vested in full when the Company acquired QWES in December 1999.

15—COMMITMENTS

The Company leases its current manufacturing and office facilities under non-cancelable leases extending to April 30, 2012. The Company occupies other facilities under leases, which expire within one year. Rental expenses under all operating lease agreements in effect during December 31, 1997, 1998 and 1999 amount to approximately $1.2 million, $1.3 million and $1.8 million, respectively.

The Company currently has a sublease on one of its facilities located in Schaumburg, Illinois. The lease calls for payments of $5.6 million over a nine-year period beginning in November 1999. These payments over time would reduce the overall lease burden of the Company to $17.5 million. Due to the acquisition of QWES, the Company is currently looking for a new facility in the Tustin, California area to replace its current facility. QWES’s current lease expires in February 2000.

The Company has various other facilities throughout North America, Europe and Asia that have short term leases and act as sales offices. The Company believes that the existing facilities are adequate for our current needs and that suitable space will be available to meet future needs.

At December 31, 1999, commitments under operating leases for minimum future payments consist of the following:

16—SEGMENT AND GEOGRAPHIC INFORMATION

The Company manages its business on the basis of geographic area. See Note 1 for a description of the Company’s business. All intercompany revenues and expenses are eliminated in computing revenues and operating income. As of December 31, 1999 the Company has operations established in 12 countries outside the United States and its products are sold throughout the world. The Company is exposed to the risk of changes in social, political and economic conditions inherent in foreign operations and the Company’s results of operations and the value of its foreign assets are affected by fluctuations in foreign currency exchange rates. Net sales by geographic region are presented by attributing revenues from external customers on the basis of where products are sold. “Other” includes the regions of Asia and Latin America.

Included in North America are the United States and Canada. Net sales to unaffiliated customers from North America were $54.4 million, $55.9 million and $57.7 million for the years ended December 31, 1997, 1998 and 1999, respectively. There are no other countries that had material net sales to unaffiliated customers or long-lived assets.

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