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, 2000 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 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, 2000 - ---------------------------- ------------------------------- Common Stock, $.01 Par Value 38,705,162 shares Page 1 of 15 ADTRAN, INC. For the Quarter Ended September 30, 2000 Table of Contents ----------------- Item Page Number PART I. FINANCIAL INFORMATION Number - ------ ------ 1 Financial Statements (unaudited): Condensed Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999 3 Condensed Consolidated Statements of Income for the three months and nine months ended September 30, 2000 and 1999 4 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2000 and 1999 5 Notes to Condensed Consolidated Financial Statements 6 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. OTHER INFORMATION 6 Exhibits and Reports on Form 8-K 14 SIGNATURE 15 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ADTRAN, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS September 30, December 31, 2000 1999 ------------ ------------ (Unaudited) Current assets: Cash and cash equivalents.................................. $ 6,531,156 $ 37,500,674 Short-term investments..................................... 152,885,674 41,080,776 Accounts receivable, less allowance for doubtful accounts of $877,409 and $1,018,400 in 2000 and 1999, respectively.......................... 80,177,680 60,036,876 Other receivables.......................................... 11,811,130 4,458,525 Inventory.................................................. 85,331,330 58,568,773 Prepaid expenses........................................... 4,543,284 1,410,286 Deferred income taxes...................................... 4,069,937 4,069,937 ------------ ------------ Total current assets............................. 345,350,191 207,125,847 Property, plant and equipment, less accumulated depreciation of $49,612,672 and $40,416,461 in 2000 and 1999, respectively............................. 122,140,649 104,587,755 Other assets.................................................... 220,000 220,000 Long-term investments........................................... 170,297,426 244,362,579 ------------ ------------ $638,008,266 $556,296,181 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable........................................... $ 28,999,280 $ 12,773,848 Accrued wages and benefits................................. 5,691,532 4,860,226 Accrued income taxes....................................... 29,726,721 6,096,459 Accrued liabilities........................................ 2,716,791 2,248,022 ------------ ------------ Total current liabilities............................. 67,134,324 25,978,555 Long term liabilities: Bonds payable.............................................. 50,000,000 50,000,000 Deferred income taxes...................................... 49,382,381 80,265,155 ------------ ------------ Total liabilities..................................... 166,516,705 156,243,710 ------------ ------------ Minority interest in subsidiary 160,000 -- ------------ ------------ Stockholders' equity: Common stock, par value $.01 per share, 200,000,000 shares authorized: 39,446,664 and 39,446,644 shares issued in 2000 and 1999, respectively. 394,466 394,466 Additional paid-in capital................................. 91,093,057 90,832,913 Accumulated other comprehensive income..................... 68,387,143 116,000,000 Retained earnings.......................................... 327,145,508 214,834,541 Less treasury stock at cost: 744,868 and 1,047,225 shares in 2000 and 1999, respectively.................. (15,688,613) (22,009,449) ------------ ------------ Total stockholders' equity................................. 471,331,561 400,052,471 ------------ ------------ $638,008,266 $556,296,181 ============ ============ See notes to condensed consolidated financial statements 3 ADTRAN, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2000 1999 2000 1999 Sales................................................ $127,276,696 $97,067,399 $341,193,702 $262,736,919 Cost of sales........................................ 61,323,706 46,604,689 159,165,772 129,485,356 ------------ ----------- ------------ ------------ Gross profit................................. 65,952,990 50,462,710 182,027,930 133,251,563 Selling, general and administrative expenses......... 22,968,133 18,353,928 63,068,043 52,357,951 Research and development expenses.................... 12,766,314 10,885,778 37,022,104 30,914,252 ------------ ----------- ------------ ------------ Income from operations....................... 30,218,543 21,223,004 81,937,783 49,979,360 Interest expense..................................... (589,000) (582,667) (1,741,667) (1,729,000) Other income, net.................................... 2,797,520 913,630 5,932,258 3,118,245 Realized investment gains-net........................ 84,040,125 -- 84,040,125 -- ------------ ----------- ------------ ------------ Income before income taxes........................... 116,467,188 21,553,967 170,168,499 51,368,605 Provision for income taxes........................... (39,598,846) (7,403,779) (57,857,532) (17,391,683) ------------ ----------- ------------ ------------ Net income................................... $ 76,868,342 $14,150,188 $112,310,967 $ 33,976,922 ============ =========== ============ ============ Weighted average shares outstanding.................. 38,690,560 38,332,793 38,633,914 38,324,349 ============ =========== ============ ============ Weighted average shares outstanding assuming dilution(1)......................................... 39,748,566 39,069,099 39,827,843 38,696,373 =========== ============ ============ ============ Earnings per common share - basic.................... $ 1.99 $ .37 $ 2.91 $ .89 ============ =========== ============ ============ Earnings per common share assuming dilution(1)....... $ 1.93 $ .36 $ 2.82 $ .88 ============ =========== ============ ============ (1) Assumes exercise of dilutive stock options calculated under the treasury stock method. See notes to condensed consolidated financial statements 4 ADTRAN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2000 1999 ------------- ------------ Cash flows from operating activities: Net income.................................................... $ 112,310,967 $ 33,976,922 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation............................................... 9,536,588 7,894,392 Provision for losses on accounts receivable................ 5,277 20,532 Provision for losses on inventory.......................... 4,258,428 2,762,383 Gain on sale of property, plant and equipment.............. (830) (5,000) Loss on sale of short-term investments..................... 134,847 276,977 Gain on sale of long-term investments...................... (85,368,216) (250) Change in operating assets: Accounts receivable................................... (20,146,082) (17,352,940) Inventory............................................. (31,020,905) 1,078,048 Other receivables..................................... (7,355,217) (1,472,804) Prepaid expenses...................................... (3,132,998) 155,218 Deferred income taxes................................. (333,179) -- Change in operating liabilities: Accounts payable...................................... 14,209,349 3,075,661 Accrued wages and benefits............................ 831,306 2,493,771 Accrued income taxes.................................. 23,630,263 4,900,808 Accrued liabilities................................... 2,484,773 466,210 ------------- ------------ Net cash provided by operating activities..................... 20,044,371 38,270,428 ------------- ------------ Cash flows from investing activities: Expenditures for property, plant and equipment................ (27,089,785) (28,342,791) Proceeds from the disposition of property, plant and equipment -- 5,000 Proceeds from sales of short-term investments................. 50,907,900 35,605,897 Purchase of short-term investments............................ (162,843,646) (10,245,487) Proceeds from sales of long-term investments.................. 87,194,072 -- Purchase of long-term investments............................. (5,763,409) (540,079) ------------- ------------ Net cash used in investing activities......................... (57,594,868) (3,517,460) ------------- ------------ Cash flows from financing activities: Proceeds from issuance of common stock........................ 6,580,979 702,740 Purchase of treasury stock.................................... -- (320,898) ------------- ------------ Net cash provided by financing activities..................... 6,580,979 381,842 ------------- ------------ Net increase (decrease) in cash and cash equivalents.......... (30,969,518) 35,134,810 Cash and cash equivalents, beginning of period..................... 37,500,674 10,009,320 ------------- ------------ Cash and cash equivalents, end of period........................... $ 6,531,156 $ 45,144,130 ============= ============ See notes to condensed consolidated financial statements 5 ADTRAN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION The interim condensed consolidated balance sheet of ADTRAN, Inc. ("ADTRAN") at December 31, 1999 has been derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The accompanying unaudited condensed financial statements of ADTRAN 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, 2000 are not necessarily indicative of the results that may be expected to occur for the year ending December 31, 2000. The interim statements should be read in conjunction with the financial statements and notes thereto included in ADTRAN's latest Annual Report on Form 10-K. 2. INVENTORY At September 30, 2000 and December 31, 1999, inventory consisted of the following: September 30, December 31, 2000 1999 ------------- ------------ Raw materials $54,131,623 $30,143,435 Work in progress 16,906,671 15,763,155 Finished goods 14,293,036 12,662,183 ----------- ----------- $85,331,330 $58,568,773 =========== =========== 3. COMPREHENSIVE INCOME Comprehensive income consists of net income and unrealized gains and losses on marketable securities, net of deferred taxes. The reduction in accumulated other comprehensive income is a result of the net realized gain on the sale of marketable equity securities and the reduction in the fair value of the investments. 6 4. EARNINGS PER SHARE The company reported a realized investment gain during the three months ended September 30, 2000 from the sale of certain marketable equity securities resulting in a gain of $55,410,000 ($1.39 per share assuming dilution). Earnings per share before the realized investment gain, assuming dilution, for the three months ended September 30, 2000 was $.54 compared to earnings per share of $.36 for the three months ended September 30, 1999, and $1.43 for the nine months ended September 30, 2000 compared to $.88 for the nine months ended September 30, 1999. A summary of the calculation of basic and diluted earnings per share (EPS) for the three months and nine months ended September 30, 2000 and 1999 is as follows: For the Three Months Ended September 30, 2000 ---------------------------------------------------- Income Shares Per-Share (Numerator) (Denominator) Amount Basic EPS Income available to common stockholders $ 76,868,342 38,690,560 $1.99 Effect of Dilutive Securities Stock Options 1,058,006 Diluted EPS Income available to common stockholders plus assumed conversions $ 76,868,342 39,748,566 $1.93 For the Nine Months Ended September 30, 2000 ------------------------------------------------------ Income Shares Per-Share (Numerator) (Denominator) Amount Basic EPS Income available to common stockholders $112,310,967 38,633,914 $2.91 Effect of Dilutive Securities Stock Options 1,193,929 Diluted EPS Income available to common stockholders plus assumed conversions $112,310,967 39,827,843 $2.82 7 Earnings Per Share (continued) For the Three Months Ended September 30, 1999 ----------------------------------------------------- Income Shares Per-Share (Numerator) (Denominator) Amount Basic EPS Income available to common stockholders $14,150,188 38,332,793 $0.37 Effect of Dilutive Securities Stock Options 736,306 Diluted EPS Income available to common stockholders plus assumed conversions $14,150,188 39,069,099 $0.36 For the Nine Months Ended September 30, 1999 ------------------------------------------------------ Income Shares Per-Share (Numerator) (Denominator) Amount Basic EPS Income available to common stockholders $33,976,922 38,324,349 $0.89 Effect of Dilutive Securities Stock Options 372,024 Diluted EPS Income available to common stockholders plus assumed conversions $33,976,922 38,696,373 $0.88 5. Segment Information ADTRAN operates two reportable segments - (1) the Carrier Network Division (formerly Telco) and (2) the Enterprise Network Division (formerly Customer Premise Equipment). ADTRAN evaluates the performance of its segments based on gross profit; therefore, selling, general and administrative costs, as well as research and development, interest income/expense, and the provision for income taxes are reported on an entity wide basis only. There are no intersegment revenues. 8 The table below presents information about the reported sales and gross profit of ADTRAN for the three months and nine months ended September 30, 2000 and 1999, respectively. Asset information by reportable segment is not reported, since ADTRAN does not produce such information internally. Three Months Ended Nine Months Ended September 30, 2000 September 30, 2000 Sales Gross Profit Sales Gross Profit --------------------- --------------------- ----------------------- ----------------- Carrier Network $ 79,911,989 $38,846,847 $224,501,259 $115,269,078 Enterprise Network 47,364,707 27,106,143 116,692,443 66,758,852 ------------ ----------- ------------ ------------ Total $127,276,696 $65,952,990 $341,193,702 $182,027,930 ------------ ----------- ------------ ------------ Three Months Ended Nine Months Ended September 30, 1999 September 30, 1999 Sales Gross Profit Sales Gross Profit --------------------- --------------------- ----------------------- ----------------- Carrier Network $ 61,359,332 $28,859,624 $165,635,435 $ 76,206,569 Enterprise Network 35,708,067 21,603,086 97,101,484 57,044,994 ------------ ----------- ------------ ------------ Total $ 97,067,399 $50,462,710 $262,736,919 $133,251,563 ------------ ----------- ------------ ------------ The following table presents sales information by geographic area for the three months and nine months ended September 30, 2000 and 1999, respectively. Sales Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2000 1999 2000 1999 --------------------- --------------------- --------------------- --------------------- United States $123,061,429 $94,701,128 $331,772,796 $255,789,104 Foreign 4,215,267 2,366,271 9,420,906 6,947,815 ------------ ----------- ------------ ------------ Total $127,276,696 $97,067,399 $341,193,702 $262,736,919 ------------ ----------- ------------ ------------ 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ----------------------------------------------------------------------- OF OPERATIONS ------------- Overview ADTRAN, Inc. ("ADTRAN") 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. We currently sell our products to Telcos including all Regional Bell Operating Companies (through what is now referred to as our Carrier Network Division), and to private end-users through our Enterprise Network Division (formerly known as the Customer Premises Equipment or CPE Division). ADTRAN'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 our 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 ADTRAN'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, we seek in most instances to be a low-cost, high-quality provider of products in our markets. ADTRAN's success to date is attributable in large measure to our ability to initially design our products with a view to their subsequent re-design, allowing efficient enhancements of the product in each succeeding product generation. This strategy enables ADTRAN to sell succeeding generations of products to existing customers while increasing our market share by selling these enhanced products to new customers. ADTRAN intends to retain all earnings for use in the development of our 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 ADTRAN which attempt to advise interested parties of the factors which affect our 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. 10 RESULTS OF OPERATIONS - THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1999 SALES ADTRAN's sales increased 31.1% from $97,067,399 in the three months ended September 30, 1999 to $127,276,696 in the three months ended September 30, 2000. Sales increased 29.9% from $262,736,919 in the nine months ended September 30, 1999 to $341,193,702 in the nine months ended September 30, 2000. The increased sales resulted from an increase in sales volume to existing customers and from increased market penetration. Carrier Network sales increased from $61,359,332 in the three months ended September 30, 1999 to $79,911,989 in the three months ended September 30, 2000 and increased from $165,635,435 in the nine months ended September 30, 1999 to $224,501,259 in the nine months ended September 30, 2000. Carrier Network sales for the 2000 period increased primarily from continued success of our Systems products and strong sequential growth in our Total Reach products. Carrier Network sales as a percentage of total sales decreased from 63.2% in the three months ended September 30, 1999 to 62.8% in the three months ended September 30, 2000 and increased from 63.0% in the nine months ended September 30, 1999 to 65.8% in the nine months ended September 30, 2000. Sales of Enterprise Network products increased from $35,708,067 in the three months ended September 30, 1999 to $47,364,707 in the three months ended September 30, 2000. The increase was also due to strong growth in our Systems products. Sales of Enterprise Network products increased 20.2% from $97,101,484 in the nine months ended September 30,1999 to $116,692,443 in the nine months ended September 30, 2000. As a percentage of sales, Enterprise Network sales increased from 36.8% in the three months ended September 30, 1999 to 37.2% in the three months ended September 30, 2000 and decreased from 37.0% in the nine months ended September 30, 1999 to 34.2% in the nine months ended September 30, 2000. The financial effect of the increase in overall unit volume was offset somewhat by lower unit selling prices for many of ADTRAN's products. COST OF SALES Cost of sales increased 31.6% from $46,604,689 in the three months ended September 30, 1999 to $61,323,706 in the three months ended September 30, 2000 and increased 22.9% from $129,485,356 in the nine months ended September 30, 1999 to $159,165,772 in the nine months ended September 30, 2000. As a percentage of sales, cost of sales remained relatively unchanged from 48.0% in the three months ended September 30, 1999 to 48.2% in the three months ended September 30, 2000 and decreased from 49.3% in the nine months ended September 30, 1999 to 46.6% in the nine months ended September 30, 2000. An important part of ADTRAN'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 ADTRAN'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 ADTRAN, this strategy may result in variations in gross profit margins that, for any particular financial period, can be difficult to predict. 11 SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative expenses increased 25.1% from $18,353,928 in the three months ended September 30, 1999 to $22,968,133 in the three months ended September 30, 2000 and increased 20.5% from $52,357,951 in the nine months ended September 30, 1999 to $63,068,043 in the nine months ended September 30, 2000. The increase was due to additional sales and support expenditures necessary as a result of our expanded sales base. Selling, general and administrative expenses as a percentage of sales decreased from 18.9% in the three months ended September 30, 1999 to 18.0% in the three months ended September 30, 2000 and decreased from 19.9% in the nine months ended September 30, 1999 to 18.5% in the nine months ended September 30, 2000. Sales and support organization expansion, which resulted in increased costs during the quarter, will continue because they are necessary to position ADTRAN to accumulate market share and maintain growth over the long-term. RESEARCH AND DEVELOPMENT EXPENSES Research and development expenses increased 17.3% from $10,885,778 in the three months ended September 30, 1999 to $12,766,314 in the three months ended September 30, 2000 and increased 19.8% from $30,914,252 in the nine months ended September 30, 1999 to $37,022,104 in the nine months ended September 30, 2000. The increase was due to increased investment in product development and cost reduction through engineering. As a percentage of sales, research and development expenses decreased from 11.2% in the three months ended September 30, 1999 to 10.0% in the three months ended September 30, 2000 and decreased from 11.8% in the nine months ended September 30, 1999 to 10.9% in the nine months ended September 30, 2000. ADTRAN will continue to invest in these product development activities because they are necessary to position us to accumulate market share and maintain growth over the long-term. INTEREST EXPENSE Interest expense remained relatively unchanged from $582,667 for the three months ended September 30, 1999 to $589,000 in the three months ended September 30, 2000 and remained relatively unchanged from $1,729,000 in the nine months ended September 30, 1999 to $1,741,667 in the nine months ended September 30, 2000. NET INCOME As a result of the above factors, income before realized investment gains (net of income taxes) increased 51.3% from $14,150,188 in the three months ended September 30, 1999 to $21,401,862 in the three months ended September 30, 2000 and increased 67.3% from $33,976,922 in the nine months ended September 30, 1999 to $56,844,727 in the nine months ended September 30, 2000. As a percentage of sales, income before realized investment gains increased from 14.6% in the three months ended September 30, 1999 to 16.8% in the three months ended September 30, 2000 and increased from 12.9% in the nine months ended September 30, 1999 to 16.7% in the nine months ended September 30, 2000. Liquidity and Capital Resources ADTRAN committed to spend approximately an additional $2,500,000 for completing the construction of Phase IV of our corporate headquarters in Huntsville, Alabama, which was completed in October 2000. Over the next several years, we expect to spend approximately an additional $35,000,000 to equip Phase IV. Fifty million dollars of ADTRAN's Phase III expansion was approved for participation in an incentive program 12 offered by the Alabama State Industrial Development Authority (the "Authority"). The incentive program enables participating companies 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 therefore, ADTRAN may not realize the full benefit of these incentives. Through December 31, 1999, the Authority had issued $50,000,000 of its taxable revenue bonds pursuant to the incentive program and loaned the proceeds from the sale of the bonds to ADTRAN. ADTRAN is required to make payments to the Authority in the amounts necessary to pay the principal of and interest on the Authority's Taxable Revenue Bond, Series 1995, as amended, currently outstanding in the aggregate principal amount of $50,000,000. The 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. ADTRAN's working capital position increased from $181,147,292 as of December 31, 1999 to $278,215,867 as of September 30, 2000 due to cash generated from operations and the sale of certain marketable equity securities, as discussed below. ADTRAN has used, and expects to continue to use, the cash generated from operations 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 45.7% from December 31, 1999 to September 30, 2000. The increase is attributable to two factors, (i) our expectations of increased shipments to existing customers and (ii) increasing quantities of certain commodities in anticipation of market wide allocations. On March 31, 1997, the Board of Directors authorized ADTRAN to re-purchase up to 1,000,000 shares of our outstanding common stock. In October 1998, the Board approved the re-purchase of an additional 2,000,000 shares. As of September 30, 2000, we had re-purchased 1,121,017 shares of our common stock at a total cost of $23,595,265. Capital expenditures totaling $36,236,622 for the year ended December 31, 1999 and $27,089,785 in the first nine months of 2000 were used to expand our headquarters and to purchase equipment. At September 30, 2000, ADTRAN's cash on hand of $6,531,156 and short-term investments of $152,885,674 placed our potential cash availability at $159,416,830, of which a portion is being used to expand ADTRAN's facilities under the incentive program described above. During July 2000, ADTRAN sold certain marketable equity securities (included in long-term investments in the accompanying condensed consolidated balance sheet) for $91,899,742 net of transaction costs of $4,705,670, resulting in a realized gain of $85,368,216. We intend to finance our operations in the future with cash flow from operations and remaining borrowed taxable revenue bond proceeds. We believe these available sources of funds to be adequate to meet our operating and capital needs for the foreseeable future. 13 Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are being filed with this report. 27 - Financial Data Schedule (b) No Reports on Form 8-K were filed during the quarter ended September 30, 2000. 14 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: November 14, 2000 /s/ John R. Cooper ------------------ John R. Cooper Vice President - Finance and Chief Financial Officer 15