<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Transition Period from ______ to ______
Commission File Number 0-24612
ADTRAN, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 63-0918200
(State of Incorporation) (I.R.S. Employer
Identification No.)
901 EXPLORER BOULEVARD, HUNTSVILLE, ALABAMA 35806-2807
(Address of principal executive offices, including zip code)
(205) 971-8000
(Registrant's telephone number, including area code)
------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock as of the latest practicable date:
Class Outstanding at June 30, 1996
- ---------------------------- ----------------------------
Common Stock, $.01 Par Value 38,683,969 shares
<PAGE>
ADTRAN, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
ITEM PAGE
NUMBER PART I. FINANCIAL INFORMATION NUMBER
- -------- ------
<S> <C> <C>
1 Financial Statements:
Condensed Balance Sheets as of December 31, 1995
and June 30, 1996 3
Condensed Statements of Income for the three and six
months ended June 30, 1995 and 1996 4
Condensed Statements of Cash Flows for the six
months ended June 30, 1995 and 1996 5
Notes to Condensed Financial Statements 6
2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION
4 Submission of Matters to a Vote of Security Holders 12
5 Other Information 13
6 Exhibits and Reports on Form 8-K 13
SIGNATURE 14
INDEX OF EXHIBITS 15
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
ADTRAN, INC.
CONDENSED BALANCE SHEETS
ASSETS
December 31, June 30,
1995 1996
------------ ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents.................... $ 35,027,609 $ 29,861,664
Short-term investments....................... 24,652,689 26,775,624
Accounts receivable, less allowance for
doubtful accounts of $544,526 and $700,000
in 1995 and 1996, respectively 29,234,803 32,733,855
Other receivables............................ 857,303 224,605
Inventory 44,997,195 46,089,237
Prepaid expenses............................. 683,594 1,697,701
Deferred tax assets.......................... 1,068,861 1,068,861
------------ ------------
Total current assets.................... 136,522,054 138,451,547
Property, plant, and equipment, less accumulated
depreciation of $8,877,504 and $10,851,694
in 1995 and 1996, respectively........... 29,245,252 43,714,849
------------ ------------
$165,767,306 $182,166,396
============ ============
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Current liabilities:
<S> <C> <C>
Accounts payable............................ $ 9,740,587 $ 6,827,343
Accrued salaries............................ 1,332,141 1,650,506
Accrued income taxes........................ 1,310,841 713,178
Accrued taxes other than income taxes...... 586,150 464,833
Accrued interest payable.................... 74,305 56,089
Warranty liability.......................... 523,027 623,027
Compensated absences........................ 489,278 688,143
------------ ------------
Total current liabilities 14,056,329 11,023,119
Long term liabilities:
Long term debt.............................. 20,000,000 20,000,000
Deferred income taxes....................... 967,666 967,666
------------ ------------
Total liabilities........................ 35,023,995 31,990,785
------------ ------------
Stockholders' equity:
Common stock, par value $.01 per share
60,000,000 shares authorized; 37,462,275
and 38,683,969 shares issued in 1995 and
1996, respectively......................... 374,623 386,840
Additional paid-in capital.................. 89,404,177 89,860,651
Retained earnings........................... 40,964,511 59,928,120
------------ ------------
Total stockholders' equity............... 130,743,311 150,175,611
------------ ------------
$165,767,306 $182,166,396
============ ============
</TABLE>
See notes to condensed financial statements
3
<PAGE>
ADTRAN, INC.
CONDENSED STATEMENTS OF INCOME
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1995 1996 1995 1996
----------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Sales......................................... $45,461,980 63,305,259 $83,558,570 $117,849,700
Cost of sales................................. 23,737,505 33,370,298 43,160,136 62,230,572
----------- ----------- ----------- ------------
Gross profit............................... 21,724,475 29,934,961 40,398,434 55,619,128
Selling, general and administrative expenses.. 6,602,150 7,959,675 12,015,594 15,217,363
Research and development expenses............. 4,699,184 6,173,695 8,868,822 11,624,120
----------- ----------- ----------- ------------
Income from operations..................... 10,423,141 15,801,591 19,514,018 28,777,645
Interest expense.............................. (348,467) (166,834) (647,494) (446,870)
Interest income............................... 654,905 714,904 1,266,629 1,404,044
Other income (expense)........................ (704) (47,043) 2,044 (324,756)
----------- ----------- ----------- ------------
Income before income taxes.................... 10,728,875 16,302,618 20,135,197 29,410,063
Provision for income taxes.................... (3,681,370) (5,962,397) (7,013,089) (10,446,454)
----------- ----------- ----------- ------------
Net income................................. $ 7,047,505 $10,340,221 $13,122,108 $ 18,963,609
=========== =========== =========== ============
Net income per common and common
equivalent share........................... $ .18 $ .26 $ .34 $ .48
=========== =========== =========== ============
Weighted average common and common
equivalent shares outstanding.............. 39,033,824 39,581,732 39,020,585 39,580,123
=========== =========== =========== ============
</TABLE>
See notes to condensed financial statements
4
<PAGE>
ADTRAN, INC.
CONDENSED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1995 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 13,122,108 $ 18,963,609
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation.................................................. 1,395,328 2,048,429
Provision for losses on accounts receivable................... 49,736 154,598
Provision for losses on inventory............................. 985,303 1,702,954
Provision for losses on warranty claims....................... 529,729
Gain (loss) on sale of property, plant and equipment......... (729) 12,861
Loss on short term investments................................ 10,096 355,885
Change in operating assets:
Accounts receivable......................................... (4,998,599) (3,653,650)
Inventory................................................... (10,127,021) (2,794,996)
Other receivables........................................... (405,556) 632,698
Prepaid expenses............................................ (309,632) (1,014,107)
Change in operating liabilities:
Accounts payable............................................ 753,336 (2,913,244)
Accrued salaries............................................ 214,507 318,365
Accrued income taxes........................................ 398,601 (597,662)
Accrued taxes other than income taxes....................... 158,077 (121,317)
Accrued interest payable.................................... 57,833 (18,217)
Compensated absences........................................ 148,748 198,865
Warranty liabilities........................................ (429,729)
------------ ------------
Net cash provided by operating activities.......................... 1,452,136 13,375,071
------------ ------------
Cash flows from investing activities:
Expenditures for property, plant and equipment..................... (4,075,412) (16,535,490)
Proceeds from the disposition of property, plant and equipment..... 6,000 4,602
Net (purchase) sale of short-term investments...................... 4,567,552 (2,478,820)
------------ ------------
Net cash provided by (used in) investing activities................ 498,140 (19,009,708)
------------ ------------
Cash flows from financing activities:
Proceeds from bond issuance........................................ 20,000,000
Proceeds from issuance of common stock............................. 210,172 468,692
------------ ------------
Net cash provided by financing activities......................... 20,210,172 468,692
------------ ------------
Net increase (decrease) in cash and
cash equivalents.............................................. 22,160,448 (5,165,945)
Cash and cash equivalents, beginning of period........................ 18,765,178 35,027,609
------------ ------------
Cash and cash equivalents, end of period.............................. $ 40,925,626 $ 29,861,664
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of $0 and $193,566
of capitalized interest in 1995 and 1996, respectively......... $ 705,911 $ 658,653
============ ============
Cash paid during the period for taxes............................. $ 6,614,489 $ 11,168,075
============ ============
</TABLE>
See notes to condensed financial statements
5
<PAGE>
ADTRAN, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of ADTRAN, Inc. (the
"Company") have been prepared pursuant to the rules and regulations for
reporting on Form 10-Q. Accordingly, certain information and notes required by
generally accepted accounting principles for complete financial statements are
not included herein. The interim statements should be read in conjunction with
the financial statements and notes thereto included in the Company's latest
Annual Report on Form 10-K.
Interim statements are subject to possible adjustments in connection with
the annual audit of the Company's accounts for the full year 1996. In the
opinion of management, all adjustments necessary for a fair presentation of
these interim statements have been included and are of a normal and recurring
nature. Operating results for the six months ended June 30, 1996 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1996.
2. INVENTORY
At December 31, 1995 and June 30, 1996, inventory consisted of the
following:
<TABLE>
<CAPTION>
December 31, June 30,
1995 1996
------------ --------
<S> <C> <C>
Raw materials..... $27,390,750 $25,435,387
Work in progress.. 4,428,437 3,734,097
Finished goods.... 13,178,008 16,919,753
----------- -----------
$44,997,195 $46,089,237
=========== ===========
</TABLE>
3. THE ALABAMA STATE INDUSTRIAL DEVELOPMENT AUTHORITY
In conjunction with the expansion of its Huntsville, Alabama facility, the
Company has been approved for participation in an incentive program offered by
the Alabama State Industrial Development Authority (the "Authority"). Pursuant
to such program, in January 1995, the Authority issued $20,000,000 of its
taxable revenue bonds and loaned the proceeds from the sale of the bonds to the
Company. The bonds were purchased by AmSouth Bank of Alabama, Birmingham,
Alabama (the "Bank"), and the Company and the Bank have agreed to keep the
proceeds from such bonds invested in short-term commercial paper until such time
as the proceeds are needed by the Company to pay the costs of construction.
Prior to the Company using the proceeds for construction costs, the Company, the
Authority and the Bank would be required to enter into further documentation to
allow such use of proceeds. The Company has agreed to make payments to the
Authority in amounts necessary to pay the principal of and interest on such
bonds. The bonds bear interest, payable monthly, at the rate of 87.5 basis
points over the 30 day London inter-bank offered rate and mature on January 1,
2020. Construction on the project began in March 1995 and certain phases should
be completed by the end of 1996.
6
<PAGE>
4. RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting
for Stock-Based Compensation, will require the Company, for the year ended
December 31, 1996, to either account for the estimated fair value of stock
options granted as compensation expense or continue to account for them under
present rules. If the Company chooses to continue to account for stock options
granted under present rules, as management believes is likely, disclosure will
be required of the pro forma impact of accounting for the estimated fair value
of stock options granted as compensation expense.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
OVERVIEW
The Company designs, develops, manufactures, markets and services a broad
range of high speed digital transmission products utilized by telephone
companies ("Telcos") and corporate end-users to implement advanced digital data
services over existing telephone networks. The Company currently sells its
products to Telcos (including all of the Regional Bell Operating Companies),
Original Equipment Manufacturers ("OEMs") and, since 1991, private end-users in
the Customer Premises Equipment ("CPE") market.
The Company's sales have increased each year due primarily to increases in
the number of units sold to both new and existing customers. These annual sales
increases reflect the Company's strategy of increasing unit volume and market
share through the introduction of succeeding generations of products having
lower selling prices and increased functionality as compared to the prior
generation of a product and to the products of competitors. An important part
of the Company's strategy is to engineer the reduction of the product cost of
each succeeding product generation and then to lower the product's price based
on the cost savings achieved. As a part of this strategy, the Company seeks in
most instances to be a low cost, high quality provider of products in its
markets. The Company also strives to introduce forward looking designs which
provide a technological and competitive advantage. In some cases this product
advancement will obsolete prior products of the Company. The Company's success
to date is attributable in large measure to its ability to design its products
with a view to their subsequent re-design, allowing efficient enhancements of
the product in each succeeding product generation. This strategy has enabled
the Company to sell succeeding generations of products to existing customers as
well as to increase its market share by selling these enhanced products to new
customers.
The Company intends to retain all earnings for use in the development of its
business and does not anticipate paying any cash dividends in the foreseeable
future.
8
<PAGE>
RESULTS OF OPERATIONS - THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1995 COMPARED
TO THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1996
SALES
The Company's sales increased 39.2% from $45,461,980 in the three months
ended June 30, 1995 to $63,305,259 in the three months ended June 30, 1996.
Similarly, sales increased 41.0% from $83,558,570 in the six months ended June
30, 1995 to $117,849,700 in the six months ended June 30, 1996. The increased
sales resulted from increased sales volume to existing customers and from
increased market penetration. Sales to Telcos increased 56.5% from $25,770,963
in the three months ended June 30, 1995 to $40,333,248 in the three months ended
June 30, 1996 and increased 60.2% from $45,388,782 in the six months ended June
30, 1995 to $72,718,633 in the six months ended June 30, 1996. The increase in
Telco sales in the 1996 periods resulted from increased sales of Integrated
Services Digital Network ("ISDN") products and increased sales of High bit-rate
Digital Subscriber Line ("HDSL") products. Telco sales as a percentage of total
sales increased from 56.7% in the three months ended June 30, 1995 to 63.7% in
the three months ended June 30, 1996, and increased from 54.3% in the six months
ended June 30, 1995 to 61.7% in the six months ended June 30, 1996. The increase
in Telco sales as a percentage of total sales was due to increased sales volume
of ISDN and HDSL products during the 1996 periods. Sales of CPE products
increased 27.4% from $12,227,263 in the three months ended June 30, 1995 to
$15,582,164 in the three months ended June 30, 1996 and increased 36.7% from
$22,474,297 in the six months ended June 30, 1995 to $30,725,374 in the six
months ended June 30, 1996 as a result of increased sales of ISDN products and
T1 Service Unit ("TSU") products. OEM sales decreased 1.0% from $7,463,754 in
the three months ended June 30, 1995 to $7,389,848 in the three months ended
June 30, 1996 and decreased 8.2% from $15,695,491 in the six months ended June
30, 1995 to $14,405,693 in the six months ended June 30, 1996. This decrease
was attributable primarily to reduced demand related to mature programs combined
with the low volume normally encountered on new programs. In addition, the
Company converted numerous products originally developed under OEM contract
status to standard product status. This conversion was accomplished with
permission from the OEM contract holders and was done to allow the Company to
pursue markets directly that will no longer support a two-tier distribution
structure. The financial effect of the increase in overall unit volume was
offset somewhat by lower unit selling prices for many of the Company's products.
COST OF SALES
Cost of sales increased 40.6% from $23,737,505 in the three months ended June
30, 1995 to $33,370,298 in the three months ended June 30, 1996 and increased
44.2% from $43,160,136 in the six months ended June 30, 1995 to $62,230,572 in
the six months ended June 30, 1996, primarily as a result of the increase in
sales. As a percentage of sales, cost of sales increased from 52.2% in the
three months ended June 30, 1995 to 52.7% in the three months ended June 30,
1996 and from 51.7% in the six months ended June 30, 1995 to 52.8% in the six
months ended June 30, 1996. An important part of the Company's strategy is to
reduce the product cost of each succeeding product generation and then to lower
the product's price based on the cost savings achieved. This sometimes results
in variations in the Company's gross profit margin due to timing differences
between the lowering of product selling prices and the full recognition of cost
reductions. In view of the rapid pace of new product introductions by the
Company, this strategy may result in variations in gross profit margins that,
for any particular financial period, can be difficult to predict.
9
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased 20.6% from $6,602,150
in the three months ended June 30, 1995 to $7,959,675 in the three months ended
June 30, 1996 and increased 26.6% from $12,015,594 in the six months ended June
30, 1995 to $15,217,363 in the six months ended June 30, 1996. The increases
were due to additional sales and support expenditures necessary as a result of
the Company's expanded sales base. However, the larger sales base caused
selling, general and administrative expenses as a percentage of sales to
decrease from 14.5% in the three months ended June 30, 1995 to 12.6% in the
three months ended June 30, 1996 and to decrease from 14.4% in the six months
ended June 30, 1995 to 12.9% in the six months ended June 30, 1996.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses increased 31.4% from $4,699,184 in the
three months ended June 30, 1995 to $6,173,695 in the three months ended June
30, 1996 and increased 31.1% from $8,868,822 in the six months ended June 30,
1995 to $11,624,120 in the six months ended June 30, 1996. The increase was due
to increased engineering costs associated with new product introductions and
product cost and feature enhancement activities. As a percentage of sales,
however, research and development expenses declined from 10.3% in the three
months ended June 30, 1995 to 9.8% in the three months ended June 30, 1996 and
declined from 10.6% in the six months ended June 30, 1995 to 9.9% in the six
months ended June 30, 1996 due to the increased sales in the first six months of
1996.
INTEREST EXPENSE
Interest expense decreased 52.1% from $348,467 in the three months ended June
30, 1995 to $166,834 in the three months ended June 30, 1996 and decreased 31.0%
from $647,494 in the six months ended June 30, 1995 to $446,870 in the six
months ended June 30, 1996. This decrease was due to capitalization of the
interest cost as a part of the cost of acquiring certain assets. The Company
currently pays interest on $20,000,000 of revenue bond proceeds loaned to the
Company in January 1995, which proceeds are being used to expand the Company's
facilities in Huntsville, Alabama. See "Liquidity and Capital Resources" below.
NET INCOME
As a result of the above factors, net income increased 46.7% from $7,047,505
in the three months ended June 30, 1995 to $10,340,221 in the three months ended
June 30, 1996 and increased 44.5% from $13,122,108 in the six months ended June
30, 1995 to $18,963,609 in the six months ended June 30, 1996. As a percentage
of sales, net income increased from 15.5% in the three months ended June 30,
1995 to 16.3% in the three months ended June 30, 1996 and increased from 15.7%
in the six months ended June 30, 1995 to 16.1% in the six months ended June 30,
1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's only long-term debt outstanding as of June 30, 1996
consisted of a loan in the amount of $20,000,000 related to the expansion of the
Company's facilities in Huntsville, Alabama. The Company is continuing a project
to expand its facilities in Huntsville in several phases over the next four
years at an approximate cost of up to $68,200,000. Fifty million dollars of
this project has been approved for participation in an incentive program offered
by the Authority. That
10
<PAGE>
program enables participating companies such as the Company to generate Alabama
corporate income tax credits that can be used to offset much of the amount of
the debt and interest incurred to finance the project. In January 1995, the
Authority issued $20,000,000 of its taxable revenue bonds pursuant to such
program and loaned the proceeds from the sale of the bonds to the Company. The
bonds were purchased by the bank, and the Company and the Bank have agreed to
keep the proceeds from such bonds invested in short-term commercial paper until
such time as the proceeds are needed by the Company to pay the costs of
construction. Prior to the Company using the proceeds for construction costs,
the Company, the Authority and the Bank would be required to enter into further
documentation to allow such use of proceeds. The Company has agreed to make
payments to the Authority in amounts necessary to pay the principal of, and
interest on, such bonds. The bonds bear interest, payable monthly, at the rate
of 87.5 basis points over the 30 day London inter-bank offered rate and mature
on January 1, 2020. Construction on the project began in March 1995 and certain
phases should be completed by the end of 1996. The Company expects to use the
proceeds of additional revenue bonds pursuant to such program to equip its
expanded facilities over the next four years. There can be no assurance that the
State of Alabama will continue to make these corporate income tax credits
available in the future.
The Company's working capital position improved from $122,465,725 as of
December 31, 1995 to $127,428,428 as of June 30, 1996. This improvement in the
Company's working capital position was due primarily to increased earnings. The
Company has used, and expects to continue to use, the remaining proceeds of
the public offerings for working capital and other general corporate purposes,
including (i) product development activities to enhance its existing products
and develop new products and (ii) expansion of sales and marketing activities.
Inventory increased 2.4% in the six months ended June, 30, 1996, while sales for
the three months ended June 30, 1996 increased 26.8% over sales for the three
months ended December 31, 1995. The modest increase in inventory reflects
overall efficiencies in reducing inventory levels without an interruption in
shipping orders to customers from available stock.
Capital expenditures totaling $12,790,517 in 1995 and $16,535,490 in the
first six months of 1996 were used to expand the Company's headquarters and to
purchase equipment.
At June 30, 1996, the Company's cash on hand of $29,861,664, short-term
investments of $26,775,624 and $10,000,000 available under a $10,000,000 bank
line of credit placed the Company's potential cash availability at $66,637,288,
of which a portion is being used to expand the Company's facilities under the
incentive program described above. The Company's $10,000,000 bank line of credit
bears interest at the rate of 87.5 basis points over the 30 day London inter-
bank offered rate and expires in May 1997.
The Company intends to finance its operations in the future with cash
flow from operations, the remaining net proceeds of the public offerings,
amounts available under the bank line of credit, borrowed revenue bond proceeds,
and possible additional public financings. These available sources of funds
are expected to be adequate to meet the Company's operating and capital needs
for the foreseeable future.
11
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1996 Annual Meeting of Stockholders of the Company was held on April 19,
1996. Proxies with regard to the matters to be voted upon at the Annual Meeting
were solicited under Regulation 14A of the Securities Exchange Act of 1934, as
amended. Set forth below is a brief description of each matter voted upon at
the Annual Meeting and the results of the voting on each such matter.
(a) Election of the seven directors named below to serve until the next Annual
Meeting of Stockholders. There was no solicitation in opposition to any of
the nominees listed in the proxy statement, and all of the nominees were
elected.
<TABLE>
<CAPTION>
Votes
--------------------------------
Nominees For Withheld
--------------------------------
<S> <C> <C>
Mark C. Smith 35,627,391 47,846
Lonnie S. McMillian 35,627,391 47,846
Howard A. Thrailkill 35,627,391 47,846
O. Gene Gabbard 35,627,391 47,846
William J. Marks 35,627,391 47,846
Roy J. Nichols 35,627,391 47,846
James L. North 35,627,391 47,846
</TABLE>
(b) Resolution to adopt the ADTRAN, Inc. 1996 Employees Incentive Stock
Option Plan.
Votes
--------------------------------------------------------------------
For Against Abstained Broker Non-Votes
--------------------------------------------------------------------
35,347,283 300,654 3,000
(c) Resolution to adopt the ADTRAN, Inc. 1995 Directors Stock Option Plan.
Votes
--------------------------------------------------------------------
For Against Abstained Broker Non-Votes
--------------------------------------------------------------------
35,229,689 417,048 4,200
(d) Ratification of the appointment of Coopers & Lybrand L.L.P.
as independent accountants of the Company for 1996.
Votes
--------------------------------------------------------------------
For Against Abstained Broker Non-Votes
--------------------------------------------------------------------
35,674,591 46 600
12
<PAGE>
ITEM 5. OTHER INFORMATION
On April 26, 1996 538,100 shares of Common Stock issuable upon
exercise of stock options granted or to be granted under the 1996 Employees
Incentive Stock Option Plan and 20,000 shares of Common Stock issuable upon
exercise of stock options granted or to be granted under the 1995 Directors
Stock Option Plan were registered on Registration Statement No. 333-4808 on Form
S-8 effective with the Securities and Exchange Commission on that date.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are being filed with this report.
Exhibit No. Description
---------- -----------
11 Weighted Average Common and Common Equivalent
Shares Outstanding
27 Financial Data Schedule
(b) Reports on Form 8-K. None
13
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ADTRAN, INC.
(REGISTRANT)
Date: July 29, 1996 /s/Irwin O. Goldstein
---------------------
Irwin O. Goldstein
Vice President - Finance and Administration
and Chief Financial and Accounting Officer
14
<PAGE>
INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE NO.
- ---------- ----------- --------
11 Weighted Average Common and Common Equivalent Shares
Outstanding 16
27 Financial Data Schedule 17
15
<PAGE>
EXHIBIT 11
ADTRAN, INC
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1995 AND 1996
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average common shares outstanding.. 36,746,294 38,649,998 36,543,915 38,472,816
Net weighted average common stock
options outstanding under the treasury
stock method............................. 2,287,530 931,734 2,476,670 1,107,307
---------- ---------- ---------- ----------
Weighted average common and common
equivalent shares outstanding........... 39,033,824 39,581,732 39,020,585 39,580,123
========== ========== ========== ==========
Net income.................................. $7,047,505 $10,340,221 $13,122,108 $18,963,609
========== =========== =========== ===========
Net income per common and common
equivalent share $ .18 $ .26 $ .34 $ .48
========== =========== ========== ===========
</TABLE>
Note: All share and per share amounts give retroactive effect to the 2-for-1
stock split declared by the board of directors, payable on May 12,
1995, to stockholders of record on April 27, 1995.
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE INTERIM
CONDENSED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND THE
CONDENSED BALANCE SHEET AS OF JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 29,861,664
<SECURITIES> 26,775,624
<RECEIVABLES> 33,433,855
<ALLOWANCES> (700,000)
<INVENTORY> 46,089,237
<CURRENT-ASSETS> 138,451,547
<PP&E> 54,566,543
<DEPRECIATION> (10,851,694)
<TOTAL-ASSETS> 182,166,396
<CURRENT-LIABILITIES> 11,023,119
<BONDS> 20,000,000
0
0
<COMMON> 386,840
<OTHER-SE> 149,788,771
<TOTAL-LIABILITY-AND-EQUITY> 182,166,396
<SALES> 117,849,700
<TOTAL-REVENUES> 117,849,700
<CGS> 62,230,572
<TOTAL-COSTS> 62,230,572
<OTHER-EXPENSES> 11,624,120
<LOSS-PROVISION> 154,598
<INTEREST-EXPENSE> 446,870
<INCOME-PRETAX> 29,410,063
<INCOME-TAX> 10,446,454
<INCOME-CONTINUING> 18,963,609
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,963,609
<EPS-PRIMARY> 0.48
<EPS-DILUTED> 0.48
</TABLE>
