ADTRAN INC
10-Q, 1997-11-13
TELEPHONE & TELEGRAPH APPARATUS
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                       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 September 30, 1997

                                       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) 963-8000
              (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 October 31,1997
Common Stock, $.01 Par Value                            39,370,819 shares





                                  Page 1 of 15
                          Index of Exhibits on Page 14
<PAGE>

                                  ADTRAN, INC.

                          Quarterly Report on Form 10-Q
                    For the Quarter Ended September 30, 1997

                                Table of Contents
Item Number                                                            Page
                      PART I. FINANCIAL INFORMATION                    Number

1                Financial Statements:

                 Condensed Balance Sheets as of December
                 31, 1996 and September  30, 1997                        3

                 Condensed Statements of Income for the
                 three and nine months ended September
                 30, 1996 and 1997                                       4

                 Condensed Statements of Cash Flows for the nine
                 months ended September 30,  1996 and 1997               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

6                Exhibits and Reports on Form 8-K                       12

                                                 SIGNATURE              13

                                                 INDEX OF EXHIBITS      14





<PAGE>
                                               PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
<CAPTION>                                                ADTRAN, INC.
                                                  CONDENSED BALANCE SHEETS

                                     ASSETS
                                                                              September 30,             December 31,
                                                                                  1997                     1996
                                                                               (Unaudited)
<S>                                                                           <C>                        <C>
Current assets:
     Cash and cash equivalents................................                 $27,082,564               $44,839,131
     Short-term investments...................................                  33,533,240                32,555,930
     Accounts receivable, less allowance for
        doubtful accounts of $872,724 and $900,000
        in 1996 and 1997, respectively........................                  37,679,530                33,825,560
     Other receivables........................................                     420,407                   362,578
     Inventory................................................                  46,618,219                40,792,646
     Prepaid expenses.........................................                   3,521,951                 3,860,088
                                                                                 ---------                 ---------
               Total current assets                                            148,855,911               156,235,933

Property, plant and equipment, less accumulated
     depreciation of  $18,982,515 and $13,637,007
     in 1997 and 1996, respectively...........................                  64,390,736                53,971,213
Other Assets..................................................                     200,000                         0
Long-term investments.........................................                  50,000,000                         0
                                                                                ----------
                                                                              $263,446,647              $210,207,146
                                                                              ============              ============

                                            LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
     Accounts payable.........................................                  $8,087,087                $9,350,266
     Accrued salaries.........................................                   1,613,563                 2,454,194
     Accrued income taxes.....................................                     835,452                 1,803,706
     Accrued taxes other than income taxes....................                     339,374                   338,997
     Accrued interest payable.................................                           0                    59,594
     Warranty payable.........................................                   1,404,802                 1,026,156
     Accrued vacation.........................................                     911,237                   693,218
                                                                                ----------                   -------
          Total current liabilities                                             13,191,515                15,726,131
Long term liabilities:
     Long term debt...........................................                  50,000,000                20,000,000
     Deferred income taxes....................................                   1,602,116                 1,602,116
                                                                                 ---------                 ---------
          Total liabilities                                                     64,793,631                37,328,247
                                                                                ----------                ----------

Stockholders' equity:
     Common stock, par value $.01 per share
        200,000,000 shares authorized: 39,368,319 and 38,769,514
       shares issued in 1997 and 1996, respectively                                393,683                   387,695
     Additional paid-in capital...............................                  90,497,910                90,172,863
     Retained earnings........................................                 109,961,423                82,318,341
     Treasury stock at cost, 100,000 shares...................                 (2,200,000)                         0
                                                                                ----------                -----------
     Net stockholders' equity.................................                 198,653,016               172,878,899
                                                                               -----------               -----------

                                                                              $263,446,647              $210,207,146
                                                                              ============              ============
</TABLE>

                 See notes to condensed financial statements

<PAGE>
<TABLE>
<CAPTION>

                                  ADTRAN, INC.
                         CONDENSED STATEMENTS OF INCOME

                                    Unaudited

                                                                   Three Months Ended                     Nine Months Ended
                                                                       September 30,                        September 30,
                                                                    1997              1996                  1997           1996
<S>                                                            <C>                <C>                <S>              <S>
Sales................................................           $70,578,975       $62,634,637        $190,934,367     $180,484,338
Cost of sales........................................            34,486,972        32,930,249          94,418,912       95,352,361
                                                                 -----------       ----------          ----------       ----------

          Gross profit...............................            36,092,003        29,704,388          96,515,455       85,131,977

Selling, general and administrative expenses.........            11,482,374         8,472,083          32,640,664       23,494,632
Research and development expenses                                 7,831,535         6,269,711          22,547,141       17,897,106
                                                                  ----------        ---------          ----------       ----------

          Income from operations.....................            16,778,094        14,962,594          41,327,650       43,740,239

Interest expense....................................               (521,449)         (219,597)         (1,272,649)        (666,467)

Other income.........................................             1,150,447           643,159           3,137,314        1,722,446
                                                                  ---------      ------------           ---------        ---------

Income before income taxes..........................             17,407,092        15,386,156          43,192,315       44,796,218
Provision for income taxes...........................            (6,266,553)       (5,980,599)        (15,549,233)     (16,427,053)
                                                                 -----------      ------------

       Net income.................................              $11,140,539       $ 9,405,557         $27,643,082      $28,369,165
                                                                ===========       ===========         ===========      ===========
Net income per common and common
          equivalent share...........................           $       .28       $       .24         $       .70      $       .72
                                                                ------------      -----------         -----------      -----------

Weighted average common and common
          equivalent shares outstanding..............            39,693,383        39,579,894          39,611,783       39,568,602
                                                                 ==========        ==========          ==========       ==========

</TABLE>
                                 See notes to condensed financial statements

<PAGE>
<TABLE>
<CAPTION>
                                                     ADTRAN, INC.
                                          CONDENSED STATEMENTS OF CASH FLOWS
                                                      Unaudited
                                                                                                Nine Months Ended
                                                                                                    September 30,

                                                                                         1997               1996
<S>                                                                                <C>                  <C>
Cash flows from operating activities:
     Net income...............................................                      $27,643,082          $28,369,165
     Adjustments to reconcile net income to net cash
     provided by operating activities:
        Depreciation..........................................                        5,398,219            3,409,150
        Provision for losses on accounts receivable...........                           44,638              154,598
        Provision for losses on inventory.....................                        2,904,241            2,733,676
        Provision for losses on warranty claims...............                        1,253,409              529,729
        (Gain) loss on sale of property, plant and equipment..                          (14,074)              30,204
        (Gain) loss  on short-term investments................                           55,930              405,789
        Change in operating assets:
          Accounts receivable.................................                       (3,898,608)          (4,823,084)
          Inventory...........................................                       (8,729,814)            (782,637)
          Other current assets................................                           80,308           (2,509,125)
     Change in operating liabilities:
          Accounts payable....................................                       (1,263,179           (1,562,423)
          Other liabilities...................................                       (2,524,846)            (452,308)

     Net cash provided by operating activities.................                      20,949,306           25,502,734
                                                                                    -----------           ----------
Cash flows from investing activities:
     Expenditures for property, plant and equipment...........                      (15,843,465)         (24,132,103)
     Proceeds from the disposition of property, plant and
        equipment.............................................                           39,797                4,602
     Purchase of restricted investments.......................                      (50,000,000)                   0
     Net (purchase) sale of short-term investments............                       (1,033,240)          (3,278,180)
                                                                                    -----------          -----------
      Net cash provided by (used in) investing activities.....                      (66,836,908)         (27,405,681)
                                                                                     ----------          -----------
Cash flows from financing activities:
     Proceeds from issuance of bonds..........................                       50,000,000                    0
     Redemption of bonds payable..............................                      (20,000,000)                   0
     Purchase of  treasury stock..............................                       (2,200,000)                   0
     Proceeds from issuance of common stock...................                          331,035              695,281
                                                                                        -------              -------
     Net cash provided by financing activities................                       28,131,035              695,281
                                                                                     ----------              -------
       Net increase (decrease) in cash and cash equivalents.....                    (17,756,567)          (1,207,666)

Cash and cash equivalents, beginning of period................                       44,839,131           35,027,609
                                                                                     ----------           ----------
Cash and cash equivalents, end of period......................                      $27,082,564          $33,819,943
                                                                                    ===========          ===========
Supplemental disclosure of cash flow information:
     Cash paid during the period for interest, net of
     $187,651 and $193,566 of capitalized interest in
     1997 and 1996, respectively...............                                     $ 1,431,172         $    983,458
                                                                                    ===========         ============
     Cash paid during the period for taxes....................                      $17,053,959         $ 18,835,818
                                                                                    ===========         ============

</TABLE>

                                   See notes to condensed financial statements

<PAGE>

                                                     ADTRAN, INC.
                                       NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                     (Unaudited)



1. BASIS OF PRESENTATION

      The accompanying  unaudited condensed 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. 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 nine  months  ended
September  30, 1997 are not  necessarily  indicative  of the results that may be
expected for the year ending December 31, 1997. 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.


2.    INVENTORY

        At September 30, 1997 and December 31, 1996,  inventory consisted of the
following:

                                           September 30,           December 31,
                                               1997                   1996

             Raw materials                  $26,718,490             $24,454,251
             Work in progress                 2,994,622               2,963,220
             Finished goods                  16,905,107              13,375,175
                                             ----------              ----------
                                            $46,618,219             $40,792,646
                                            ===========             ===========


3.    THE ALABAMA STATE INDUSTRIAL DEVELOPMENT AUTHORITY

             The Company's  long-term debt  outstanding as of September 30, 1997
consisted of a loan in the amount of $50,000,000 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 phases over the next four years at a
cost expected to exceed $100,000,000,  of which $47,032,157 had been incurred at
September 30, 1997.  The debt  associated  with  $50,000,000 of this project has
been approved for  participation in an incentive  program offered by the Alabama
State Industrial Development Authority (the "Authority"). That incentive program
enables  participating  companies  such  as  the  Company  to  generate  Alabama
corporate  income tax  credits  that can be used to reduce the amount of Alabama
corporate  income  taxes  that  would  otherwise  be  payable.  There  can be no
assurance that the State of Alabama will continue to make these corporate income
tax credits  available in the future,  and the Company therefore may not realize
the full  benefit of these  incentives.  The Company  will make  payments to the
Authority  in amounts  necessary  to pay the  principal  of and  interest on the
Authority's  Taxable  Revenue  Bond,  Series 1995  (ADTRAN,  Inc.  Project),  as
amended, currently outstanding in the aggregate principal amount of $50,000,000.
Said bond matures on January 1, 2020, and bears interest at the rate of 45 basis
points over the money market rate of First Union National Bank of Tennessee,the
holder of the bond.



4.   RECENT ACCOUNTING DEVELOPMENTS

      In  February  1997,  the  Financial   Accounting  Standards  Board  issued
Statement of Financial  Accounting Standards No. 128, "Earnings Per Share" (SFAS
128). SFAS 128 supersedes  existing  generally  accepted  accounting  principles
relative to the calculation of earnings per share, is effective for years ending
after December 15, 1997 and requires  restatement  of all prior period  earnings
per share information upon adoption.  Generally, SFAS 128 requires a calculation
of basic  earnings  per share,  which  takes into  consideration  income  (loss)
available  to common  shareholders  and the  weighted  average of common  shares
outstanding.  SFAS 128 also  requires the  calculation  of diluted  earnings per
share,  which takes into account the impact of all additional common shares that
would have been outstanding if all dilutive  potential common shares relating to
options,  warrants, and convertible securities had been issued, as long as their
effect is dilutive,  with a related  adjustment  of income  available for common
shareholders,  as appropriate.  SFAS 128 requires dual presentation of basic and
diluted  earnings  per  share on the face of the  statement  of  operations  and
requires a reconciliation of the numerator and denominator of the basic earnings
per share computation. The Company does not expect the effect of its adoption of
SFAS 128 to be material.



<PAGE>
Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS

Overview

      ADTRAN, Inc. (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,  with the exception of the
second  quarter of 1997,  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's
success to date is  attributable  in large  measure to its ability to  initially
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.

      When used in this Form 10-Q, the words "believe,"  "anticipate,"  "think,"
"intend,"   "will  be,"  and  similar   expressions   identify   forward-looking
statements. Such statements are subject to certain risks and uncertainties which
could cause actual results to differ  materially from those  projected.  Readers
are cautioned not to place undue  reliance on these forward-looking  statements
which  speak only as of the date  hereof.  Readers  are also urged to  carefully
review and consider the various disclosures made by the Company which attempt to
advise  interested  parties of the factors which affect the Company's  business,
including the disclosures made in other periodic reports on Forms 10-K, 10-Q and
8-K, when appropriate, filed with the Securities and Exchange Commission.


<PAGE>
Results of  Operations  - Three  Months and Nine Months  Ended  September
                          30, 1996  Compared to Three Months and Nine
                          Months Ended September 30, 1997

Sales
         The  Company's  sales  increased  12.7% from  $62,634,637  in the three
months  ended  September  30,  1996 to  $70,578,975  in the three  months  ended
September 30, 1997.  Similarly , sales  increased 5.8% from  $180,484,338 in the
nine months ended  September 30, 1996 to  $190,934,367  in the nine months ended
September  30, 1997.  The  increased  sales  resulted  from an increase in sales
volume to existing  customers and from increased  market  penetration.  Sales to
Telcos  increased 22.2% from $34,876,761 in the three months ended September 30,
1996 to $42,620,342  in the three months ended  September 30, 1997 and increased
from $107,595,394 in the nine months ended September 30, 1996 to $114,772,941 in
the nine months ended  September  30,  1997.  The increase in Telco sales in the
1997 periods  resulted  primarily from increased sales of High bit-rate  Digital
Subscriber  Line  ("HDSL")  products and  Integrated  Services  Digital  Network
("ISDN")  products.  Telco sales as a percentage of total sales  increased  from
55.7% in the three months ended  September 30, 1996 to 60.4% in the three months
ended  September  30, 1997 and  increased  from 59.6% in the nine  months  ended
September 30, 1996 to 60.1% in the nine months ended  September 30, 1997.  Sales
of CPE  products  increased  20.7% from  $19,928,445  in the three  months ended
September 30, 1996 to $24,062,588  in the three months ended  September 30, 1997
and increased 22.4% from $50,653,819 in the nine months ended September 30, 1996
to  $61,992,539  in the nine months ended  September  30,  1997,  as a result of
increased CPE sales of T1 Service Unit ("TSU")  products and ISDN products.  OEM
sales  decreased  50.2% from  $7,829,431 in the three months ended September 30,
1996 to  $3,896,045  in the three months ended  September 30, 1997 and decreased
36.3%  from  $22,235,124  in  the  nine  months  ended  September  30,  1996  to
$14,168,887  in the nine months  ended  September  30, 1997.  This  decrease was
attributable  primarily to reduced  demand related to mature  programs  combined
with the low volume  normally  encountered  on new programs.  Additionally,  the
Company has converted numerous products originally  developed under OEM contract
status to ADTRAN 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 increase 4.7% from  $32,930,249 in the three months ended
September 30, 1996 to $34,486,972  in the three months ended  September 30, 1997
and decreased 1.0% from  $95,352,361 in the nine months ended September 30, 1996
to $94,418,912  in the nine months ended  September 30, 1997. As a percentage of
sales,  cost of sales  decreased from 52.6% in the three months ended  September
30, 1996 to 48.9% in the three months  ended  September  30, 1997 and  decreased
from 52.8% in the nine  months  ended  September  30,  1996 to 49.5% in the nine
months ended September 30, 1997. 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  strategy
may result in  variations  in the  Company's  gross profit margin due to
timing  differences  between the recognition of cost reductions and the lowering
of  product  selling  prices.   In  view  of  the  rapid  pace  of  new  product
introductions  by the Company, these variations and gross profit margins that,
for any particular  financial  period,  can be difficult to predict.

Selling, General and Administrative Expenses

     Selling,   general  and   administrative   expenses  increased  35.5%  from
$8,472,083 in the three months ended  September 30, 1996 to  $11,482,374  in the
three months ended  September 30, 1997 and increased  38.9% from  $23,494,632 in
the nine months ended September 30, 1996 to $32,640,664 in the nine months ended
September  30,  1997.  The  increase  was due to  additional  sales and  support
expenditures  necessary  as a  result  of the  Company's  expanded  sales  base,
increased  distribution  activities  associated with the CPE market, and general
expansion  into  international  markets.  Selling,  general  and  administrative
expenses as a percentage of sales increased from 13.5% in the three months ended
September  30, 1996 to 16.3% in the three  months ended  September  30, 1997 and
increased from 13.0% in the nine months ended September 30, 1996 to 17.1% in the
nine months ended September 30, 1997.

Research and Development Expenses

         Research and  development  expenses  increased 24.9% from $6,269,711 in
the three  months ended  September  30, 1996 to  $7,831,535  in the three months
ended September 30, 1997 and increased 26.0% from $17,897,106 in the nine months
ended  September 30, 1996 to $22,547,141 in the nine months ended  September 30,
1997. 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,  research and development  expenses increased from 10.0% in
the three  months  ended  September  30, 1996 to 11.1% in the three months ended
September  30, 1997 and increased  from 9.9% in the nine months ended  September
30, 1996 to 11.8% in the nine months ended September 30, 1997.

Interest Expense

         Interest  expense  increased  137.5% from  $219,597 in the three months
ended  September  30, 1996 to $521,449 in the three months ended  September  30,
1997 and increased  90.9% from  $666,467 in the nine months ended  September 30,
1996 to $1,272,649 in the nine months ended September 30, 1997. The increase was
due to interest cost incurred as a part of the cost of acquiring certain assets.
The Company  paid  interest on  $50,000,000  of revenue  bond  proceeds of which
$20,000,000 was loaned to the Company in January 1995 and $30,000,000 was loaned
to the  Company  in April  1997.  The  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  18.4%  from
$9,405,557 in the three months ended  September 30, 1996 to  $11,140,539  in the
three months ended  September 30, 1997 and decreased 2.6 % from  $28,369,165  in
the nine months  ended June 30,  1996 to  $27,643,082  in the nine months  ended
September 30, 1997. As a percentage of sales, net income increased from 15.0% in
the three  months  ended  September  30, 1996 to 15.8% in the three months ended
September 30, 1997 and decreased  from 15.7% in the nine months ended  September
30, 1996 to 14.5% in the nine months ended September 30, 1997.


Liquidity and Capital Resources

         The  Company  is  continuing  a project  to expand  its  facilities  in
Huntsville,  Alabama in phases  over the next four years at a cost  expected  to
exceed  $100,000,000  of which  $47,032,157  had been  incurred at September 30,
1997. The debt associated with $50,000,000 of this project has been approved for
participation  in an incentive  program offered by the Alabama State  Industrial
Development   Authority  (the  "Authority").   That  incentive  program  enables
participating companies such as the Company to generate Alabama corporate income
tax credits  that can be used to reduce the amount of Alabama  corporate  income
taxes that would otherwise be payable.  There can be no assurance that the State
of Alabama will continue to make these corporate income tax credits available in
the future,  and the Company therefore may not realize the full benefit of these
incentives. The Company will make payments to the Authority in amounts necessary
to pay the principal of and interest on the  Authority's  Taxable  Revenue Bond,
Series 1995 (ADTRAN,  Inc. Project),  as amended,  currently  outstanding in the
aggregate principal amount of $50,000,000. Said bond matures on January 1, 2020,
and bears  interest at the rate of 45 basis points over the money market rate of
First Union National Bank of Tennessee, the holder of the bond.

         The Company's working capital position declined from $140,509,802 as of
December 31, 1996 to $135,664,396 as of September 30, 1997. This decline was due
to a reclassification of the Company's  investments in the amount of $20,000,000
that were  classified  as a  short-term  investment  at  December  31,  1996 and
reinvested  on April 25, 1997 as a long-term  investment.  The Company has used,
and expects to continue to use, the remaining proceeds of prior 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 14.3%
from December 31, 1996 to September 30, 1997. This increase was  attributable to
the introduction of new products and to lower than anticipated sales volume.

         On March 31,  1997,  the Board of Directors  authorized  the Company to
repurchase up to 1,000,000 shares of the Company's  outstanding common stock. As
of September 30, 1997, the Company had repurchased  100,000 shares of its common
stock at a total cost of $2,200,000.

         Capital  expenditures  totaling  $29,661,438 in 1996 and $15,843,465 in
the first nine months of 1997 were used to expand the Company's headquarters and
to purchase equipment.

         At  September  30, 1997,  the  Company's  cash on hand of  $27,082,564,
short-term   investments  of  $33,533,240  and  $10,000,000  available  under  a
$10,000,000 bank line of credit placed the Company's potential cash availability
at  $70,615,804,  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. The Company intends to renew its
$10,000,000 bank line of credit upon expiration.

        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 taxable 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.


<PAGE>
PART II.  OTHER INFORMATION



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



<PAGE>



                               SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                                    ADTRAN, INC.
                                                    (Registrant)



Date:  November 13, 1997                            /s/ John R. Cooper
                                                    ------------------
                                                    John R. Cooper
                           Vice President -Finance and
                             Chief Financial Officer

<PAGE>

                                INDEX OF EXHIBITS




     Exhibit No.            Description                                Page No.

         11         Weighted Average Common and Common Equivalent
                    Shares Outstanding                                    15

         27         Financial Data Schedule                               16




<TABLE>
<CAPTION>
                                                                    EXHIBIT 11

                                  ADTRAN, INC

       EIGHTED AVERAGE COMMON AND COMMON EQUIVALENT  SHARES  OUTSTANDING For the
      Three Months and Nine Months Ended September 30, 1996 and 1997


                                                                     Three Months Ended          Nine Months Ended
                                                                        September 30,               September  30,
                                                                     1997          1996          1997           1996
<S>                                                               <C>          <C>           <C>          <C>
Weighted average common shares outstanding....................     39,257,527   38,707,474   39,188,559    38,551,606
Net weighted average common stock options
   outstanding under the treasury stock method................        435,856      872,420      423,224     1,016,996
                                                                    ---------   ----------      -------     ---------

Weighted average common and common
    equivalent shares outstanding.............................     39,693,383   39,579,894   39,611,783    39,568,602
                                                                   ==========   ==========   ==========     =========


Net income....................................................     11,140,539    9,405,557  $27,643,082   $28,369,165
                                                                  ===========   ==========  ===========   ===========


Net income per common and common equivalent
     share....................................................    $       .28   $      .24  $       .70   $       .72
                                                                  ===========    =========  ===========   ===========


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule contains susmmary financial information extracted from the
condensed statement of income for the nine months ended September 30, 1997 and
the condensed balance sheet as of September 30, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK>                          0000926282
<NAME>                         ADTRAN, Inc.
<MULTIPLIER>                   1
<CURRENCY>                     US Dollar
       
<S>                           <C>
<PERIOD-TYPE>                  9-MOS
<FISCAL-YEAR-END>              Dec-31-1997
<PERIOD-START>                 Jan-01-1997
<PERIOD-END>                   Sep-30-1997
<EXCHANGE-RATE>                1
<CASH>                                         $27,082,564
<SECURITIES>                                    33,533,240
<RECEIVABLES>                                   38,579,530
<ALLOWANCES>                                      (900,000)
<INVENTORY>                                     46,618,219
<CURRENT-ASSETS>                               148,855,911
<PP&E>                                          83,373,251
<DEPRECIATION>                                 (18,982,515)
<TOTAL-ASSETS>                                 263,446,647
<CURRENT-LIABILITIES>                           13,191,515
<BONDS>                                         50,000,000
                                    0
                                              0
<COMMON>                                           393,683
<OTHER-SE>                                     198,259,333
<TOTAL-LIABILITY-AND-EQUITY>                   263,446,647
<SALES>                                        190,934,367
<TOTAL-REVENUES>                               190,934,367
<CGS>                                           94,418,912
<TOTAL-COSTS>                                   94,418,912
<OTHER-EXPENSES>                                32,640,664
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                               1,272,649
<INCOME-PRETAX>                                 43,192,315
<INCOME-TAX>                                    15,549,233
<INCOME-CONTINUING>                             27,643,082
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                    27,643,082
<EPS-PRIMARY>                                          .70
<EPS-DILUTED>                                          .70
        



</TABLE>


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