ADTRAN INC
10-Q, 1998-05-14
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 March 31, 1998

                                       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)

                                 (256) 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 o 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 April 30, 1998
Common Stock, $.01 Par Value                           39,410,479 shares


                                  Page 1 of 14
                          Index of Exhibits on Page 14

<PAGE>

                                  ADTRAN, INC.

                          Quarterly Report on Form 10-Q
                      For the Quarter Ended March 31, 1998

                                Table of Contents

Item                                                                  Page
Number                PART I. FINANCIAL INFORMATION                   Number

1                Financial Statements:

                 Condensed Balance Sheets as of  March 31, 1998
                 and December 31, 1997                                   3

                 Condensed Statements of Income for the three months
                 ended March 31, 1998 and 1997                           4

                 Condensed Statements of Cash Flows for the three
                 months ended March 31, 1998 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>

                                  ADTRAN, INC.
                            CONDENSED BALANCE SHEETS

                                                        ASSETS
<CAPTION>
                                                                               March 31,                  December 31,
                                                                                 1998                       1997
                                                                              (Unaudited)
<S>                                                                           <C>                       <C>    
Current assets:
     Cash and cash equivalents................................                 $28,408,336               $45,340,961
     Short-term investments...................................                  63,423,723                37,833,240
     Accounts receivable, less allowance for
        doubtful accounts of  $833,228 and  $893,389
        in 1998 and 1997, respectively........................                  37,549,813                40,906,887
     Other receivables........................................                     785,314                   343,463
     Inventory................................................                  39,003,378                39,369,103
     Prepaid expenses.........................................                   2,039,118                 1,148,288
     Deferred income taxes....................................                   2,458,136                 2,458,136
                                                                                 ---------                 ---------
               Total current assets                                            173,667,818               167,400,078

Property, plant and equipment, less accumulated
     depreciation of  $22,863,074 and  $20,900,272
     in 1998 and 1997, respectively...........................                  66,660,649                64,801,132
Other assets..................................................                     200,000                   200,000
Long-term investments.........................................                  55,035,000                50,000,000
                                                                                ----------                ----------
                                                                              $295,563,467              $282,401,210
                                                                              ============              ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable.........................................                $  9,594,748              $  9,121,270
     Accrued salaries.........................................                   1,752,673                 1,927,364
     Accrued income taxes.....................................                   7,277,194                 4,579,345
     Accrued taxes other than income taxes....................                     250,744                   180,611
     Warranty liability.......................................                   1,435,259                 1,435,259
     Compensated absences.....................................                   1,153,397                   972,651
                                                                                 ---------                   -------
          Total current liabilities                                             21,464,015                18,216,500
Long term liabilities:
     Bonds payable............................................                  50,000,000                50,000,000
     Deferred income taxes....................................                   2,147,635                 2,147,635
                                                                                 ---------                 ---------
          Total liabilities                                                     73,611,650                70,364,135
                                                                                ----------                ----------

Stockholders' equity:
     Common stock, par value $.01 per share
        200,000,000 shares authorized: 39,407,179 and
        39,381,264 shares issued in 1998 and 1997, respectively                    394,072                   393,813
     Additional paid-in capital...............................                  90,604,447                90,582,615
     Retained earnings........................................                 133,153,298               123,260,647   
         Less 100,000 shares treasury stock at cost...........                  (2,200,000)               (2,200,000)
                                                                              ------------              ------------
     Total stockholders' equity...............................                 221,951,817               212,037,075
                                                                               -----------               -----------
                                                                              $295,563,467              $282,401,210
                                                                              ============              ============
</TABLE>


                     See notes to condensed financial statements
<PAGE>

                                  ADTRAN, INC.
                         CONDENSED STATEMENTS OF INCOME

                                    Unaudited

<TABLE>
<CAPTION>

                                                                                   Three Months Ended
                                                                                       March 31,
                                                                            1998                     1997
<S>                                                                       <C>                     <C>   
Sales.........................................................            $65,327,234             $61,230,184
Cost of sales.................................................             29,408,537              29,438,797
                                                                           ----------              ----------

          Gross profit........................................             35,918,697              31,791,387

Selling, general and administrative expenses..................             13,257,590              10,537,516
Research and development expenses.............................              8,378,356               6,995,257
                                                                            ---------               ---------

          Income from operations..............................             14,282,751              14,258,614

Interest expense..............................................               (534,428)               (242,534)
Other income, net.............................................              1,354,960                 862,465
                                                                            ---------                 -------

Income before income taxes....................................             15,103,284              14,878,545
Provision for income taxes....................................             (5,210,633)             (5,356,277)
                                                                           -----------            -----------

          Net income..........................................            $ 9,892,651             $ 9,522,268
                                                                          ===========             ===========

Weighted average shares outstanding assuming dilution (1).....             39,538,761              39,543,424
                                                                           ==========              ==========

Earnings per common share assuming dilution (1)...............         $          .25          $          .24
                                                                       --------------          --------------

Earnings per common  share - basic............................         $          .25          $          .24
                                                                       --------------          --------------
</TABLE>


(1) Assumes  exercise of dilutive  stock options  calculated  under the treasury
stock method.

























                   See notes to condensed financial statements
<PAGE>

<TABLE>
<CAPTION>

                                                     ADTRAN, INC.
                                          CONDENSED STATEMENTS OF CASH FLOWS
                                                      Unaudited
                                                                                       Three Months Ended
                                                                                           March 31,                           
                                                                                1998                        1997 
<S>                                                                       <C>                          <C>                        
Cash flow from operating activities:
     Net income...............................................             $  9,892,651                 $9,522,268
     Adjustments to reconcile net income to net cash
     provided by operating activities:
        Depreciation..........................................                1,963,469                  1,716,073
        Gain on sale of property, plant and equipment..                            (667)                    (2,197)
        Loss on short-term investments........................                        0                      5,720
        Change in operating assets:
             Accounts receivable..............................                3,357,074                  1,120,839
          Inventory...........................................                  365,725                 (7,289,699)
             Other receivables................................                 (441,851)                    66,984
             Prepaid expenses.................................                 (890,830)                   295,959
        Change in operating liabilities:
             Accounts payable.................................                  473,478                  1,558,845
             Accrued salaries.................................                 (174,691)                  (959,765)
             Accrued income taxes.............................                2,697,849                  3,805,845
             Accrued taxes other than income taxes............                   70,133                    (1,679)
             Compensated absences.............................                  180,746                    166,586
                                                                                -------                    -------

     Net cash provided by operating activities................               17,493,086                 10,005,779
                                                                             ----------                 ----------

Cash flows from investing activities:
     Expenditures for property, plant and equipment...........               (3,832,319)                (7,536,817)
     Proceeds from the disposition of property, plant and
        equipment.............................................                   10,000                     14,671
     (Purchase) Redemption of short-term investments..........              (25,590,483)                 2,000,000 
     Purchase of long-term investments........................               (5,035,000)
                                                                            ------------               -----------
     Net cash used in investing activities....................              (34,447,802)                (5,522,146)
                                                                            ------------               -----------

Cash flows from financing activities:
     Proceeds from issuance of common stock...................                   22,091                    220,080
                                                                                 ------                    -------

     Net cash provided by financing activities................                   22,091                    220,080
                                                                                 ------                   -------

     Net(decrease)increase in cash and cash equivalents.......              (16,932,625)                 4,703,713

Cash and cash equivalents, beginning of period................               45,340,961                 44,839,131
                                                                             ----------                 ----------
Cash and cash equivalents, end of period......................              $28,408,336                $49,542,844
                                                                            ===========                ===========

</TABLE>

                   See notes to condensed financial statements
<PAGE>

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



1. BASIS OF PRESENTATION

The interim  condensed  balance sheet of ADTRAN,  Inc.  (the  "Company") at
December 31, 1997  has  been  derived  from  audited   consolidated   financial
statements,  but does not include all disclosures required by generally accepted
accounting principles. The accompanying unaudited condensed financial statements
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 three  months  ended March 31, 1998 are not
necessarily indicative of the results that may be expected to occur for the year
ending December 31, 1998. 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 March 31, 1998 and December 31, 1997, inventory consisted of the following:

                                      March 31,               December 31,
                                        1998                     1997

Raw materials                       $23,901,580              $24,199,720
Work in progress                      3,283,225                2,565,179
Finished goods                       11,818,573               12,604,204
                                     ----------               ----------
                                    $39,003,378              $39,369,103
                                    ===========              ===========


3.    THE ALABAMA STATE INDUSTRIAL DEVELOPMENT AUTHORITY

     In conjunction with an expansion of its  Huntsville,Alabama  facility,  the
Company was approved for  participation  in an incentive  program offered by the
Alabama State Industrial  Development  Authority (the "Authority").  Pursuant to
such program,  on January 13, 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 originally purchased by AmSouth
Bank of Alabama,  Birmingham,  Alabama (the "Bank").  Effective  April 25, 1997,
First Union National Bank of Tennessee,  Nashville, Tennessee (the "Bondholder")
purchased  the  original  bond  from the Bank and made  additional  advances  of
$30,000,000  to the Authority  increasing  the total amount to  $50,000,000.  An
Amended and Restated Taxable Revenue Bond (ADTRAN, Inc. Project) Series 1995 was
issued and the  original  financing  agreement  was  amended.  The  Amended  and
Restated Bond bears interest,  payable  monthly,  at the rate of 45 basis points
over the money market rate of the Bondholder and will mature on January 1, 2020.
The Company has agreed to make payments to the Authority in amounts necessary to
pay the  principal  of and  interest  on the  original  bond and the Amended and
Restated  Bond.  Construction  on the  project  began in March 1995 and  certain
phases were  completed  by March 31, 1998.  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.

4.   RECENT ACCOUNTING DEVELOPMENTS

In June 1997, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  (SFAS) No.  130,  Reporting  Comprehensive
Income, which requires the reporting and display of comprehensive income and its
components in an entity's financial  statements,  and SFAS No. 131,  Disclosures
about Segments of an Enterprise and Related Information, which specifies revised
guidelines for determining an entity's operating segments and the type and level
of financial information to be required.  The Company is required to adopt these
standards   in  1998.   The  Company   does  not  expect  the  impact  of  these
pronouncements to be material.

5.    EARNINGS PER SHARE

A summary of the calculation of basic and diluted earnings per share for the 
three months ended March 31, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
                                                                 For the Three Months Ended March 31, 1998
                                                            Income                Shares              Per-Share
                                                          (Numerator)          (Denominator)            Amount
<S>                                                           <C>                  <C>                  <C>    
Basic EPS
Income available to common stockholders                        $9,892,651           39,301,337          $.25

Effect of Dilutive Securities
Stock Options                                                           0              237,424

Diluted EPS
Income available to common stockholders
  + assumed conversions                                        $9,892,651           39,538,761          $.25



                                                                 For the Three Months Ended March 31, 1997
                                                            Income                Shares              Per-Share
                                                          (Numerator)          (Denominator)            Amount

Basic EPS
Income available to common stockholders                        $9,522,268           39,030,371          $.24

Effect of Dilutive Securities
Stock Options                                                           0              513,053

Diluted EPS
Income available to common stockholders
  + assumed conversions                                        $9,522,268           39,543,424          $.24

</TABLE>
<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),  and 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'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 filed with the Securities and Exchange Commission.





Results of Operations - Three Months Ended March 31, 1998 Compared to
Three Months Ended March 31, 1997

Sales

The Company's  sales  increased 6.7% from  $61,230,184 in the three months ended
March 31, 1997 to  $65,327,234  in the three months  ended March 31,  1998.  The
increased sales resulted from an increase in sales volume to existing  customers
and from increased market  penetration.  Sales to Telcos increased slightly from
$40,388,176 in the three months ended March 31, 1997 to $40,696,014 in the three
months  ended  March 31,  1998.  The  increase in Telco sales in the 1998 period
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  decreased  from 66.0% in the three
months  ended March 31, 1997 to 62.3% in the three  months ended March 31, 1998.
Sales of CPE products increased 18.2% from $20,842,008 in the three months ended
March 31, 1997 to  $24,631,220  in the three months  ended March 31, 1998,  as a
result of increased sales of ("T-1") products,  (a digital transmission link
with a capacity  of 1.544  Mbit/s  used  predominantly in North  America).  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 decreased slightly from $29,438,797 in the three months ended
March 31, 1997 to  $29,408,537  in the three months ended March 31, 1998, due to
reduction of unit costs. As a percentage of sales,  cost of sales decreased from
48.1% in the three  months  ended  March 31,  1997 to 45.0% in the three  months
ended March 31, 1998. 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  sometimes
results  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,  this strategy may result in variations in 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 25.8% from $10,537,516 in
the three months ended March 31, 1997 to  $13,257,590  in the three months ended
March  31,  1998.  The  increase  was  due  to  additional   sales  and  support
expenditures  necessary  as a  result  of the  Company's  expanded  sales  base.
Selling,  general and administrative expenses as a percentage of sales increased
from 17.2% in the three months ended March 31, 1997 to 20.3% in the three months
ended March 31, 1998. Sales and support organization expansion, which resulted
in increased costs during the quarter, will continue because they are necessary
to position the Company to accumulate market share and maintain growth over the
longer term.

Research and Development Expenses

Research and development  expenses  increased 19.8% from $6,995,257 in the three
months  ended March 31, 1997 to  $8,378,356  in the three months ended March 31,
1998. 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 11.4% in
the three  months  ended March 31, 1997 to 12.8% in the three months ended March
31, 1998. ADTRAN will continue to invest in these product development activities
because they are necessary to position the Company to accumulate market share 
and maintain growth over the longer term.

Interest Expense

Interest  expense  increased  120% from $242,534 in the three months ended March
31, 1997 to $534,428 in the three months ended March 31, 1998. This increase was
due to an increase in bonds payable from $20,000,000 during the first quarter
of 1997 to $50,000,000 in the first quarter of 1998. See "Liquidity and Capital 
Resources" below.

Net Income

As a result of the above factors,  net income  increased 3.9% from $9,522,268 in
the three  months ended March 31, 1997 to  $9,892,651  in the three months ended
March 31, 1998. As a percentage  of sales,  net income  decreased  slightly from
15.6% in the three  months  ended  March 31,  1997 to 15.1% in the three  months
ended March 31, 1998.

Liquidity and Capital Resources

The Company is  continuing a project to expand its  facilities  in Huntsville in
several phases over the next four years at a cost of approximately $150,000,000,
of which $51,399,000  had been  incurred at March 31, 1998.  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").  The Authority issued an additional  $30,000,000 of
its taxable  revenue bonds (the "Amended and Restated  Bond"),  pursuant to such
program and loaned the proceeds  from the sale of the Amended and Restated  Bond
to the Company,  increasing  the Company's  long-term  debt to $50,000,000 as of
April 25,  1997.  The Company  will make  payments to the  Authority  in amounts
necessary to pay the principal of and interest on the Amended and Restated Bond,
which matures on January 1, 2020.

The Company's working capital position improved from $149,183,578 as of December
31, 1997 to $152,203,803 as of March 31, 1998. 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 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
decreased  1% from  December  31,  1997 to March 31,  1998.  This  decrease  was
attributable  to the Company's  desire to ship larger  orders to customers  from
available stock.

Capital expenditures totaling $18,220,850 for the year ended December 31,1997
and $3,832,319 in the first three months of 1998 were used to expand the 
Company's headquarters and to purchase equipment.

At  March  31,  1998,  the  Company's  cash on hand of  $28,408,336,  short-term
investments of $63,423,723  and $10,000,000  available under a $10,000,000  bank
line of credit placed the Company's potential cash availability at $101,832,059,
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 in May 1998.

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.

Year 2000 Compliance

The Company is in the process of reviewing current software and hardware to
assess the impact of the year 2000 issue. Initially,  the Company has determined
that most of the Company's  current  business  process software and hardware are
year 2000 compliant.  The Company is in the process of implementing new business
process  software  which has been  determined to be year 2000 compliant as well.
This implementation should be completed in 1998. The Company expects to complete
its year  2000  analysis  by the end of 1998 and does  not  believe  that  costs
associated  with bringing the Company's  computer  systems into full  compliance
with year 2000 will  result in  material  costs to the  Company.  The  Company's
products  are year 2000  compliant as well and  therefore,  the Company does not
believe that they have any  material  exposure to  contingencies  related to the
year 2000 issue for products it has sold.

The Company is also in the  preliminary  stages of assessing  the impact of the
year 2000 issue on its major  vendors and  suppliers to determine the extent
to which the Company is vulnerable to those third parties' failure to remediate
their own year 2000 issue. Based on information presently available, the Company
does not anticipate any material impact on its financial condition or results of
operations  from the  effect of the year 2000  issue on the  Company's  internal
systems or those of its major suppliers and customers.  However, there can be no
guarantee that the systems of other companies on which the Company's system rely
will be timely converted, or that a failure to convert by another company would
not have a material adverse impact on the Company.
<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 

     27              Financial  Data  Schedule for the three months
                     ended March 31, 1998
 
     27.1            Restated  Financial Data Schedule for the three months
                     ended  March 31, 1997

     27.2            Restated  Financial  Data Schedule for the three
                     months ended June 30, 1997

     27.3            Restated  Financial  Data Schedule for the three
                     months ended September 30, 1997

     27.4            Restated  Financial Data Schedule for the three
                     months ended  March 31, 1996

     27.5            Restated  Financial  Data Schedule for the
                     three months ended June 30, 1996 

     27.6            Restated Financial Data Schedule for the three months
                     ended September 30, 1996 

     27.7            Restated Financial Data Schedule for the year ended
                     December 31, 1996 

     27.8            Restated Financial Data Schedule for the year   
                     ended December 31, 1995
                                  


           (b)   Reports on Form 8-K.  None


<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:  May 14,  1998                   /s/ John R. Cooper
                                       ------------------
                                           John R. Cooper
                                           Vice President - Finance and
                                           Chief Financial Officer

<PAGE>


                                INDEX OF EXHIBITS

     Exhibit No.     Description                                  Page Number 

         27          Financial  Data  Schedule for the three
                     months ended March 31, 1998                       15

         27.1        Restated Financial Data Schedule for the
                     three months ended March 31,1997                  16

         27.2        Restated Financial Data Schedule for the
                     three months ended June 30, 1997                  17

         27.3        Restated Financial Data  Schedule for the
                     three months ended September 30, 1997             18 

         27.4        Restated Financial Data Schedule for the 
                     three months ended  March 31, 1996                19

         27.5        Restated Financial Data Schedule for the 
                     three months ended  June 30, 1996                 20

         27.6        Restated Financial Data Schedule for the 
                     three months ended September 30, 1996             21

         27.7        Restated Financial Data Schedule for the
                     three months ended December 31, 1996              22

         27.8        Restated Financial Data Schedule for the
                     year ended December 31, 1995                      23




       

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule contains summary financial information extracted from the
condensed statement of income for the three months ended March 31, 1998 and the
condensed balance sheet as of March 31, 1998 and is qualified in its entirety 
by reference to such financial statements.
</LEGEND>
<CIK>                                   0000926282                   
<NAME>                                  ADTRAN, Inc.
<MULTIPLIER>                            1
<CURRENCY>                              U.S. Dollar 
       
<S>                                     <C>
<PERIOD-TYPE>                           3-Mos
<FISCAL-YEAR-END>                       Dec-31-1998           
<PERIOD-START>                          Jan-01-1998
<PERIOD-END>                            Dec-31-1998
<EXCHANGE-RATE>                                   1
<CASH>                                  $28,408,336    
<SECURITIES>                             63,423,723
<RECEIVABLES>                            38,383,041
<ALLOWANCES>                               (833,228)
<INVENTORY>                              39,003,378
<CURRENT-ASSETS>                        173,667,818
<PP&E>                                   89,523,723
<DEPRECIATION>                          (22,863,074)
<TOTAL-ASSETS>                          295,563,467
<CURRENT-LIABILITIES>                    21,464,015
<BONDS>                                  50,000,000
                             0
                                       0
<COMMON>                                    394,072
<OTHER-SE>                              221,951,817
<TOTAL-LIABILITY-AND-EQUITY>            295,563,467
<SALES>                                  65,327,234
<TOTAL-REVENUES>                         65,327,234
<CGS>                                    29,408,537
<TOTAL-COSTS>                            29,408,537
<OTHER-EXPENSES>                         21,635,946
<LOSS-PROVISION>                                  0
<INTEREST-EXPENSE>                          534,428
<INCOME-PRETAX>                          15,103,284
<INCOME-TAX>                              5,210,633
<INCOME-CONTINUING>                       9,892,651
<DISCONTINUED>                                    0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                              9,892,651
<EPS-PRIMARY>                                  0.25
<EPS-DILUTED>                                  0.25
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     RESTATED FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the 
condensed statement of income for the year ended March 31, 1997 and the 
condensed balance sheet as of March 31, 1997 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK>                         0000926282                     
<NAME>                        ADTRAN, Inc.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollar
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   MAR-31-1997
<EXCHANGE-RATE>                                         1
<CASH>                                         49,542,844
<SECURITIES>                                   30,550,210
<RECEIVABLES>                                  33,575,563
<ALLOWANCES>                                     (870,842)
<INVENTORY>                                    48,082,345
<CURRENT-ASSETS>                              164,739,843
<PP&E>                                         75,130,234
<DEPRECIATION>                                (15,350,751)
<TOTAL-ASSETS>                                224,519,326
<CURRENT-LIABILITIES>                          20,295,962
<BONDS>                                        20,000,000
                                   0
                                             0
<COMMON>                                          392,027
<OTHER-SE>                                    182,229,221
<TOTAL-LIABILITY-AND-EQUITY>                  224,519,326
<SALES>                                        61,230,184
<TOTAL-REVENUES>                               61,230,184
<CGS>                                          29,438,797
<TOTAL-COSTS>                                  29,438,797
<OTHER-EXPENSES>                               10,537,516
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                242,534
<INCOME-PRETAX>                                14,878,545
<INCOME-TAX>                                    5,356,277
<INCOME-CONTINUING>                             9,522,269
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                    9,522,269
<EPS-PRIMARY>                                        0.25
<EPS-DILUTED>                                        0.24
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     RESTATED FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the
condensed statement of income for the quarter ending June 30, 1997 and the
condensed balance sheet as of June 30, 1997 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK>                    0000926282            
<NAME>                   ADTRAN, Inc.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollar
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   JUN-30-1997
<EXCHANGE-RATE>                                          1
<CASH>                                          21,578,144
<SECURITIES>                                    28,533,240
<RECEIVABLES>                                   32,615,235
<ALLOWANCES>                                      (859,542)
<INVENTORY>                                     54,919,252
<CURRENT-ASSETS>                               141,144,650
<PP&E>                                          79,360,110
<DEPRECIATION>                                 (17,188,755)
<TOTAL-ASSETS>                                 253,316,005
<CURRENT-LIABILITIES>                           14,246,218
<BONDS>                                         50,000,000
                                    0
                                              0
<COMMON>                                           393,126
<OTHER-SE>                                     187,074,545
<TOTAL-LIABILITY-AND-EQUITY>                   253,316,005
<SALES>                                        120,355,392
<TOTAL-REVENUES>                               120,355,392
<CGS>                                           59,931,941
<TOTAL-COSTS>                                   59,931,941
<OTHER-EXPENSES>                                21,161,999
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                 751,199
<INCOME-PRETAX>                                 25,785,222
<INCOME-TAX>                                     9,282,680
<INCOME-CONTINUING>                             16,502,542
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                    16,502,542
<EPS-PRIMARY>                                         0.42
<EPS-DILUTED>                                         0.42 
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
     RESTATED FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the
condensed statement of income for the quarter ending 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>                    U.S. Currency
       
<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>                                         0.28
<EPS-DILUTED>                                         0.28
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     RESTATED FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the
condensed statement of income for the quarter ending March 31, 1996 and the
condensed balance sheet as of March 31, 1996 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK>                         0000926282
<NAME>                        ADTRAN, Inc.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollar
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1996
<EXCHANGE-RATE>                                          1
<CASH>                                          33,302,382
<SECURITIES>                                    26,849,624
<RECEIVABLES>                                   29,662,005
<ALLOWANCES>                                      (544,526)
<INVENTORY>                                     51,280,181
<CURRENT-ASSETS>                               143,004,885
<PP&E>                                          44,082,782
<DEPRECIATION>                                  (9,850,147)
<TOTAL-ASSETS>                                 177,237,520
<CURRENT-LIABILITIES>                           16,715,839
<BONDS>                                         20,000,000
                                    0
                                              0
<COMMON>                                           386,339
<OTHER-SE>                                     139,167,676
<TOTAL-LIABILITY-AND-EQUITY>                   177,237,520
<SALES>                                         54,544,441
<TOTAL-REVENUES>                                54,544,441
<CGS>                                           28,860,274
<TOTAL-COSTS>                                   28,860,274
<OTHER-EXPENSES>                                12,708,113
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                 280,036
<INCOME-PRETAX>                                 13,107,445
<INCOME-TAX>                                     4,484,057
<INCOME-CONTINUING>                              8,623,388
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     8,623,388
<EPS-PRIMARY>                                         0.22
<EPS-DILUTED>                                         0.22
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     RESTATED FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the
condensed statement of income for the quarter ending June 30, 1996 and the
condensend balance sheet as of June 30, 1996 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK>                         0000926282        
<NAME>                        ADTRAN, Inc.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Currency
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   JUN-30-1996
<EXCHANGE-RATE>                                          1
<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>                                         0.27
<EPS-DILUTED>                                         0.26
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     RESTATED FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the 
condensed statement of income for the quarter ending September 30, 1996 and the
condensed balance sheet as of September 30, 1996 and is qualified in its 
entirety by reference to such financial statements.
</LEGEND>
<CIK>                         0000926282
<NAME>                        ADTRAN, Inc.   
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollar
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   SEP-30-1996
<EXCHANGE-RATE>                                          1
<CASH>                                          33,819,943
<SECURITIES>                                    27,525,080
<RECEIVABLES>                                   34,577,253
<ALLOWANCES>                                      (673,965)
<INVENTORY>                                     43,046,156
<CURRENT-ASSETS>                               143,413,351
<PP&E>                                          62,094,729
<DEPRECIATION>                                 (12,161,331)
<TOTAL-ASSETS>                                 193,346,749
<CURRENT-LIABILITIES>                           11,473,611
<BONDS>                                         20,000,000
                                    0
                                              0
<COMMON>                                           387,168
<OTHER-SE>                                     160,518,304
<TOTAL-LIABILITY-AND-EQUITY>                   193,346,749
<SALES>                                        180,484,338
<TOTAL-REVENUES>                               180,484,338
<CGS>                                           95,352,361
<TOTAL-COSTS>                                   95,352,361
<OTHER-EXPENSES>                                23,494,632
<LOSS-PROVISION>                                   154,598
<INTEREST-EXPENSE>                                 666,467
<INCOME-PRETAX>                                 44,796,218
<INCOME-TAX>                                    16,427,053
<INCOME-CONTINUING>                             28,369,165
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                    28,369,165
<EPS-PRIMARY>                                         0.24
<EPS-DILUTED>                                         0.24
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     RESTATED FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the
condensed statement of income for the year ended December 31, 1996 and the
condensed balance sheet as of December 31, 1996 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK>                         0000926282
<NAME>                        ADTRAN, Inc.   
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollar
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   DEC-31-1996
<EXCHANGE-RATE>                                          1
<CASH>                                          44,839,131
<SECURITIES>                                    32,555,930
<RECEIVABLES>                                   34,698,284
<ALLOWANCES>                                      (872,724)
<INVENTORY>                                     40,792,646
<CURRENT-ASSETS>                               156,235,933
<PP&E>                                          67,608,220
<DEPRECIATION>                                 (13,637,007)
<TOTAL-ASSETS>                                 210,207,146
<CURRENT-LIABILITIES>                           15,726,131
<BONDS>                                         20,000,000
                                    0
                                              0
<COMMON>                                           387,695
<OTHER-SE>                                     172,491,204
<TOTAL-LIABILITY-AND-EQUITY>                   210,207,146
<SALES>                                        250,120,836
<TOTAL-REVENUES>                               250,120,836
<CGS>                                          129,953,371
<TOTAL-COSTS>                                  129,953,371
<OTHER-EXPENSES>                                34,308,436
<LOSS-PROVISION>                                   430,637
<INTEREST-EXPENSE>                                (894,657)
<INCOME-PRETAX>                                 63,501,796
<INCOME-TAX>                                    23,681,892
<INCOME-CONTINUING>                             39,819,904
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                    39,819,904
<EPS-PRIMARY>                                         1.01
<EPS-DILUTED>                                         1.01
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     RESTATED FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from the
condensed statement of income for the year ended December 31,1995 and the
condensed balance sheet as of December 31, 1995 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK>                         0000926282                  
<NAME>                        ADTRAN, Inc.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollar
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1995
<PERIOD-END>                                   DEC-31-1995
<EXCHANGE-RATE>                                          1
<CASH>                                          35,027,609
<SECURITIES>                                    24,652,689
<RECEIVABLES>                                   30,092,106
<ALLOWANCES>                                       544,526
<INVENTORY>                                     44,997,195
<CURRENT-ASSETS>                               136,522,054
<PP&E>                                          29,245,252
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                 165,767,306
<CURRENT-LIABILITIES>                           14,056,329
<BONDS>                                         20,000,000
                                    0
                                              0
<COMMON>                                           374,623
<OTHER-SE>                                     130,368,688
<TOTAL-LIABILITY-AND-EQUITY>                   165,767,306
<SALES>                                        181,478,065
<TOTAL-REVENUES>                               181,478,065
<CGS>                                           93,006,672
<TOTAL-COSTS>                                   93,006,672
<OTHER-EXPENSES>                                27,259,610
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                 44,291,291
<INCOME-TAX>                                    14,833,564
<INCOME-CONTINUING>                             29,457,727
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                    29,457,727
<EPS-PRIMARY>                                         0.32
<EPS-DILUTED>                                         0.32
        


</TABLE>


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