Form 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2009
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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)
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Delaware
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63-0918200 |
(State of Incorporation)
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(I.R.S. Employer Identification Number) |
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901 Explorer Boulevard |
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Huntsville, Alabama 35806-2807
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(256) 963-8000 |
(Address of principal executive offices, including zip code)
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(Registrants telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class:
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Name of Each Exchange on which Registered |
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Common Stock, par value $0.01 per share
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NASDAQ Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or Section 15 (d) of the Securities Exchange Act. Yes o No þ
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 12 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 þ No o
Indicate by check mark whether the Registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months
(or for shorter period that the Registrant was required to submit and post such files). Yes
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of the registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one)
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Large Accelerated Filer þ
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Accelerated Filer o
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Non-accelerated Filer o
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Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The aggregate market value of the registrants outstanding common stock held by non-affiliates
of the registrant on June 30, 2009 was $1,339,329,066 based on a closing market price of $21.47 as
quoted on the NASDAQ Global Select Market. There were 61,805,680 shares of common stock outstanding
as of February 19, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 5,
2010 are incorporated herein by reference in Part III.
ADTRAN, Inc.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2009
Table of Contents
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PART I
Overview
ADTRAN, Inc. designs, manufactures, markets and services network access solutions for
communications networks. Our solutions are widely deployed by providers of communications services
(serviced by our Carrier Networks Division), and small and mid-sized businesses (SMBs) and
enterprises (serviced by our Enterprise Networks Division), and enable voice, data, video and
Internet communications across wireline and wireless networks. Many of these solutions are
currently in use by every major United States and many global service providers, as well as by many
public, private and governmental organizations worldwide.
We were incorporated under the laws of Delaware in November 1985, and commenced operations in
January 1986. We are headquartered in Cummings Research Park in Huntsville, Alabama. The mailing
address at our headquarters is 901 Explorer Boulevard, Huntsville, Alabama, 35806. The telephone
number at that location is (256) 963-8000.
Products and Services
We maintain two operating divisions based on our product and service offerings: the Carrier
Networks Division and the Enterprise Networks Division. These divisions serve two distinct markets
and support sales globally, operating as two reportable segments. In 2009, sales of Carrier
Networks products accounted for 76.7% of total revenue, while sales of Enterprise Networks products
accounted for 23.3%. Sales to countries outside of the United States are included in these
aggregate divisional figures, but when accounted for separately, comprise 5.7% of total revenue.
For more financial information about these divisions and geographic areas, see Note 9 to the
Consolidated Financial Statements included in this report.
Our Carrier Networks Division provides products used by service providers to deliver voice, data
and video services from their equipment, whether it is located in a central office or remote
terminal location, to a customers premises. Our Enterprise Networks Division provides products
used by enterprise customers to construct voice, data and video networks within the customers site
or among distributed sites. Our combined product portfolio for both divisions consists of
approximately 1,700 high-speed network access and communication devices. In both service provider
and enterprise networks, these products are used primarily, but not exclusively, in the last
mile, or local loop, of a service providers network, and in local area networks on a customers
premises. The last mile is the segment of the network that connects end-user subscribers to a
service providers closest facility by either copper or fiber. Local area networks include
connecting routers, switches, PCs, printers, phones, faxes, and other communications devices within
a given building or campus. Our products typically connect two ends of a circuit and serve to
transmit, route, and/or switch the data, voice, and/or video traffic traveling across that circuit.
The bandwidth requirements of the circuit, along with the type of technology being used, determine
the type of equipment needed.
Both of our divisions are positioned with product and service offerings that compete in many
segments of the global telecommunications industry and, specifically, in the areas of Ethernet and
Internet Protocol (IP) based networks. As networks migrate to IP-based architectures to deliver
and utilize higher bandwidth services, ADTRAN® has strengthened its technologies in its primary
growth areas: Broadband Access, Optical Access and Internetworking.
For a discussion of risks associated with our products see Risk Factors We must continue to
update and improve our products and develop new products in order to compete and to keep pace with
improvements in telecommunications technology, and Risk Factors If our products do not
interoperate with our customers networks, installations may be delayed or cancelled, which could
harm our business, in Item 1A of this report.
Network Access Infrastructure for Advanced Services
Networks are continuing to undergo a fundamental shift from voice-centric technologies to
data-centric technologies, and converged networks are being implemented to address both voice and
data requirements in the business network. When voice was the dominant type of traffic in the
network, networks were engineered to carry voice, integrating data into the architecture as
necessary. Today, data is becoming the dominant traffic type, and networks are evolving to
increase bandwidth and transport data, voice and video in an integrated architecture. As networks
migrate toward integrated communications and entertainment services, carriers and businesses alike
are transitioning their networks to packet-based technologies, such as Ethernet and IP. We are
well positioned to support both existing services and newer advanced services.
We develop, market, and support high-speed network access solutions for use across IP, Asynchronous
Transfer Mode (ATM), and Time Division Multiplexed (TDM) architectures in both wireline and
wireless network applications. Our solutions are used to deploy
new broadband networks and to upgrade slower, established networks using copper, fiber, and
wireless technologies both in the United States and abroad.
1
Our three major product categories are Carrier Systems, Business Networking and Loop Access.
Carrier Systems products are used by communications service providers to provide last mile access
in support of data, voice and video services to consumers and enterprises. The Carrier Systems
category includes our broadband access products comprised of Total Access® 5000 multi-service
access and aggregation platform products, Total Access 1100/1200 Series Fiber-To-The-Node (FTTN)
products, and Digital Subscriber Line Access Multiplexer (DSLAM) products. Our broadband access
products are used by service providers to deliver high-speed Internet access, Voice over Internet
Protocol (VoIP), IP Television (IPTV), and/or Ethernet services from the central office or remote
terminal locations to customer premises. The Carrier Systems category also includes our optical
access products. These products consist of optical access multiplexers including our family of
OPTI products. Optical access products are used to deliver higher bandwidth services, or to
aggregate large numbers of low bandwidth services for transportation across fiber optic
infrastructure. Total Access 1500 products, 303 concentrator products, M13 multiplexer products,
and mobile backhaul products are also included in the Carrier Systems product category.
Business Networking products provide access to telecommunication services, facilitating the
delivery of converged services and Unified Communications to the SMB and Enterprise markets. The
Business Networking category includes Internetworking products, Optical Network Terminals (ONTs),
and Integrated Access Devices (IADs). Internetworking products consist of our Total Access IP
Business Gateways and NetVanta product lines. NetVanta products include multi-service routers,
managed Ethernet switches, IP Private Branch Exchange (PBX) products, IP phone products, Unified
Communications solutions, and Carrier Ethernet Network Terminating Equipment.
Loop Access products are used by carrier and enterprise customers for access to copper-based
telecommunications networks. The Loop Access category includes products such as: Digital Data
Service (DDS) and Integrated Services Digital Network (Total Reach) products, High bit-rate Digital
Subscriber Line (HDSL) products including Total Access 3000 HDSL and Time Division
Multiplexed-Symmetrical HDSL (TDM-SHDSL) products, T1/E1/T3, Channel Service Units/Data Service
Units, and TRACER fixed wireless products.
In addition, we identify sub-categories of product revenues, which we divide into growth products,
representing our primary growth areas, and traditional products. Our growth products consist of
Broadband Access and Optical Access products (included in Carrier Systems) and Internetworking
products (included in Business Networking) and our traditional products include HDSL products
(included in Loop Access) and other products.
Carrier Networks
Carrier services continue to evolve to next generation networks, and carrier service providers are
generating additional revenue by connecting greater numbers of customers to their infrastructure by
offering broadband digital services. Our Carrier Networks Division supplies the network access
products that these service providers require to connect their customers to core transmission and
switching networks. Specifically, we deliver fiber and copper-based solutions that enable these
types of services. Our customer base includes all of the major United States Incumbent Local
Exchange Carriers (ILECs), many independent operating companies, Competitive Local Exchange
Carriers (CLECs), Utilities, Municipalities, Cable MSOs, major international carriers and wireless
service providers. We have focused on opportunities in North America, with increasing emphasis on
expanding into the Asia-Pacific region, Caribbean, Latin America, Europe, the Middle East and
Africa.
Services enabled using our systems include traditional voice services, VoIP, IPTV, RF Video,
high-speed Internet access and data services based upon Ethernet, frame relay, TDM, and ATM
networks, connecting the network with user components such as switches, routers, gateways, IADs,
PBX, and telephone key systems. ADTRAN devices, deployed at the business site, are enabling
carriers to provide Ethernet services to SMBs and distributed enterprises. Our solutions provide a
complete end-to-end solution for carriers by supporting both new fiber-based infrastructure and
also allowing them to reuse their existing copper infrastructure, lowering their overall costs to
deploy advanced Ethernet services to SMBs and distributed enterprises.
Service Provider Networks
Telecommunications networks are transitioning from traditional TDM and circuit-switched technology
to IP and Ethernet-based packet networks that offer services such as high-speed Internet access,
VoIP, and IPTV. We design solutions that allow service providers to leverage existing network
assets, by providing a migration path to new broadband technologies and services.
Continued competition from cable and wireless providers is forcing traditional wireline service
providers to react with price incentives, service bundling, and network investments and
modifications. ADTRAN products enable wireline providers to offer higher Internet access speeds as
well as VoIP and IPTV. Our multi-service access and aggregation platforms are used to provide
multi-Gigabit Ethernet capability, increasing rates within the access network. Our optical
technologies enable subscriber access solutions for Fiber-To-The-Premises and FTTN architectures.
To offer higher speed DSL services in support of delivering Internet access and IPTV, carriers are
shortening copper loop lengths in order to increase bandwidth and gain a competitive advantage.
Our multi-service access and aggregation platform and the FTTN series of outside plant DSLAM
products are used to shorten copper loop lengths so that wireline providers can deliver
higher-speed network services.
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Our products marketed under the Total Access® brand fit the decentralized networking model that
most carriers are using today both in the United States and abroad. Currently, these products
comprise the flagship product line for the Carrier Networks Division and offer service providers a
single platform that can accommodate demand for a variety of high-speed Internet, voice, data and
video services from businesses and residential customers. These modular, scalable, and
geographically distributed products offer advantages such as lower start-up costs, more flexible
service deployment, greater network interface options, increased bandwidth, grow-as-you-go
modularity, and centralized network management. We provide Total Access products that connect to
fiber optic and copper network backbones, making them suitable for installation in many parts of
the network and enabling deployment of a wide range of voice and data services around the world.
The Total Access® products and other ADTRAN products are accepted by the USDA Rural Utilities
Service (RUS) as suitable for use in RUS-financed telecommunications systems. Deployed in central
offices, remote terminals, or multi-tenant units, the system encompasses carrier-class solutions
for fiber and copper broadband multi-service access, DSL access, Carrier Ethernet access, and
narrowband multi-service access.
Advanced IP Services
For wireline service providers, our broadband access products provide the ability to increase
bandwidth and improve the quality of services to customers. These products are used in high-density
central office applications, along with lower density applications that include remote terminals
and outside plant deployments. Also, these products are available in models that are temperature
hardened for use in harsh, outside-plant environments and provide support for Ethernet delivery of
advanced IP services over fiber or copper as well as legacy TDM and ATM networks.
High-speed Residential Services
Gigabit Passive Optical Network (GPON) technology has been added to the Total Access® platform. Our
GPON module provides 2.5 Gbps to each optical line terminal port, enabling the delivery of
advanced, very high bandwidth services such as high definition television (HDTV). The multi-service
capabilities of the Total Access® 5000 allow for the support of native Ethernet services like GPON
from the same platform used to support POTS, DSL, Bonded Copper, TDM, ATM, and legacy copper
services. Service providers of all sizes are looking to fiber access technologies, like GPON, for
ultra-bandwidth delivery to residential customers as well as to provide high-speed Ethernet and
voice services to businesses. The ADTRAN optical network terminals work in conjunction with the
Total Access® 5000 to support a wide range of applications for both residential and business
applications, ranging from POTS and DS1 to Gigabit Ethernet. The ADTRAN Total Access® 5000 also
provides fully integrated voice options, including support for both TDM trunk interfaces and VoIP.
Very-high-data-rate Digital Subscriber Line (VDSL2) has been added to our leading Total Access®
DSLAMS. These DSLAMs allow service providers to realize ultra-broadband speeds over their existing
copper infrastructure, economically securing the broadband connection to the home and enabling the
delivery of advanced communications and entertainment services. Total Access® 1100 Series broadband
access products provide an innovative approach to the successful deployment of FTTN architectures.
Recognizing the technological and economic barriers of traditional cabinet-based DSL deployments,
ADTRAN designed this product series to eliminate the need for expensive cabinet enclosures, heat
exchangers and site construction, which account for a large portion of the total cost of
deployment. In many cases, Total Access® 1100 Series DSLAMs can deliver FTTN-based services for
significantly less than traditional cabinet-based systems. This allows carriers to more
economically utilize the capacity of the existing copper network over the last mile.
Metro Ethernet Services
Metro Ethernet is growing with the proliferation of packet-based infrastructure in both enterprise
and carrier networks. The implementation of Ethernet throughout the communications network provides
benefits in equipment and operational savings. Gigabit speeds are increasingly becoming available
throughout the access network, but they are far from being widespread. Ethernets increasing
presence throughout the network is driving costs down, further increasing availability to business
customers. We provide Metro Ethernet Forum (MEF) compliant products that enable the delivery of
these services.
As demand grows for mid-rate (2-40 Mbps) Ethernet services worldwide, the service providers have
seen a need to deliver these Ethernet services over copper in addition to fiber. To enable this,
enhancements in SHDSL technology (eSHDSL) have been developed to increase the rate delivered per
copper pair to more than 5 Mbps and to bond pairs together (G.bond) to offer rates not attainable
over a single pair. Ethernet over Copper (EoCu) technology uses eSHDSL and G.bond to deliver these
mid-rate Ethernet services over several (typically one to eight) bonded pairs. ADTRAN has EoCu
solutions that enable our carrier customers to deploy high-speed Ethernet services in places where
fiber deployments are not currently available and new construction is not cost effective.
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ADTRAN has also developed solutions that allow service providers to deliver Ethernet services over
their existing TDM (EoTDM) infrastructure. ADTRANs dominant position in DS1 delivery technology
(HDSL) allows us to have a unique advantage in our ability to integrate Ethernet over Fiber,
Copper, and TDM into a comprehensive Ethernet access solution for service providers.
Optical Access
We also offer a set of solutions that provide transport over fiber facilities for mobile backhaul
networks. These products are designed to optimize network performance and perform bandwidth
management functions. Our OPTI® product family includes a multi-service provisioning platform, the
OPTI-6100®, delivering high speed Ethernet (addressing DS1/E1, DS3/E3, OC-3/STM-1, OC-12/STM-4,
OC-48, and 10/100/1000Mb) connectivity and transport to cellular sites using a variety of fiber
optic ring architectures. Our OPTI-3® fiber multiplexer provides OC-3 capacity in terminal mode
and DS3 range extension applications. The OPTI-6100® MX (medium) chassis consolidates discrete
optical and multiplexer network elements into one, small chassis that addresses DS1/E1, DS3/E3,
STS-1, OC-3/STM-1 bandwidths, and Ethernet services delivery to the subscriber. Our OPTI-6100® LMX
(large) chassis provides high density termination options and utilizes many common modules from the
other OPTI® chassis. The OPTI-6100® SMX (small) chassis provides a very compact chassis for
low-density applications, with a variety of mounting options to meet unique customer requirements.
Our solutions provide for optical transport in very compact enclosures for cell site traffic
backhaul and feature single fiber operation for maximum facility utilization and integration with
the ADTRAN Total Access® family of products and associated multiplexers.
All of these products enable wireless and wireline service providers to more efficiently handle
network traffic by consolidating multiple circuits into a single facility, to upgrade their
networks to support next-generation services, and to improve backhaul efficiency. These devices
provide a migration path from TDM systems to Ethernet/IP networks and also support techniques for
bonding multiple physical circuits into a single virtual circuit.
Business-class Services
HDSL is a common technique for delivering bandwidth at rates of 1.544 Mbps (known as the DS1 or T1
rate) for infrastructure support, business customer services, and wireless network mobile backhaul
services. The T1 interface is universally accepted throughout the United States, and HDSL is the
most common method of delivering the T1 interface in nearly every application. ADTRAN HDSL
products are manufactured in a variety of configurations for use in every major DS1 deployment
platform for voice and data services.
SHDSL products were developed to provide symmetrical solutions for the transport of high-speed
business-class services. The International Telecommunications Union (ITU), Alliance for
Telecommunications Industry Solutions (ATIS), and the European Telecommunications Standards
Institute (ETSI) have established standards for 2-wire and 4-wire SHDSL solutions.
We contributed significantly to ITU, ATIS, and ETSI SHDSL standards. Because of this involvement,
we delivered the industrys first SHDSL customer device. Our SHDSL products, like many of our
products, are standards-based, which ensures interoperability with other standards-based products.
Network Management
As networks become more complex, the need for carrier-class management systems becomes apparent to
ensure operational efficiencies. We develop and support systems to centralize the configuration,
provisioning, and management of our network access products. These systems are used to configure,
monitor, and control ADTRAN equipment installed on local loop circuits. The systems ensure
communication with the service providers central management system to reduce technician dispatches
and operating costs. Our Total Access® Element Management System is an all-Java application that
provides configuration, performance, network assurance, and provisioning functions for ADTRAN Total
Access® products.
Enterprise Networks
Our Enterprise Networks Division encompasses a comprehensive internetworking solutions portfolio
that delivers converged services and Unified Communications to the SMB and Enterprise. SMB and
geographically dispersed enterprises use these products for their voice and data service
requirements. Our carrier customers bundle our solutions into their service offerings for their
SMB and enterprise customers. These products are typically installed in equipment rooms and wiring
closets, to connect headquarters, branch offices, and telecommuters to the corporate voice and data
infrastructure. A small to medium business generally refers to an organization with fewer than 500
employees. These businesses can be a single location or geographically dispersed with many
locations, including home offices. These businesses and service providers use our internetworking
products to implement a high performance, reliable network for converged services and Unified
Communications.
Marketed under the brand names Total Access® and NetVanta®, our solutions are known for their high
performance, reliability and high availability making them the preferred solutions for the delivery
of converged IP services. The solutions portfolio includes multi-service routers, managed Layer
2/3 switches, IP Business Gateways, FTTx ONTs, Wireless Access Points, IP PBXs, IP phones and
Unified Communications solutions. The Enterprise Network solutions portfolio provides the
infrastructure required for a SMB or Enterprise to utilize converged IP services and Unified
Communications. Further, our solutions enable the SMB and Enterprise end user to migrate their
existing infrastructure thus preserving their investment; or to replace their legacy system with
an IP-based solution.
4
We view the development and continued evolution of our operating system as critical to our success
in bringing to market feature rich, highly reliable, high performance solutions. As such, the
ADTRAN Operating System (AOS) is common across our internetworking products, optimizing our product
development resources and minimizing time to market for new products and features. It also ensures
common configuration practices, policies, protection schemes, and management interfaces for our
carrier customers providing a Total Cost of Ownership (TCO) advantage.
Our solutions and their roadmaps are closely aligned with our customers strategic service
offerings. Our solutions enable our customers to offer high performance, feature rich managed and
unmanaged converged IP services (data, voice, and unified communications) to the SMB and
Enterprise. Our solutions offer a wide range of LAN and WAN connectivity options, ranging from
analog to fiber, supporting different geographic locations in their enterprise and wide area
networks, as well as their local area networks requiring switching, routing and voice capabilities.
Many of the products available from the Enterprise Networks Division reach the SMB and Enterprise
end user through their service provider as these products are typically installed by the service
provider at the customer premises as part of a bundled service package.
Data Solutions
ADTRAN multi-service routers move data between networked computers over public or private IP, Frame
Relay, MultiProtocol Label Switching leased-line infrastructures or carrier supplied Ethernet
services. These devices include features to route traffic between multiple destinations, secure
the network against cyber attacks, ensure the privacy of data as it is transported across the
Internet, and restore communications in the event of equipment or network failure. ADTRAN
multi-service routers provide Internet access and interconnect corporate locations and when
deployed in the workgroup environment with our managed layer 2 and layer 3 (L2/L3) Ethernet
switches provide connectivity from the WAN to the end users desktop computer and IP Phone.
ADTRANs managed L2/L3 switches range in speeds up to multi-Gigabit and include Power over Ethernet
options.
Our NetVanta multi-service router products include both modular and fixed-configuration solutions.
The NetVanta router portfolio offers a wide range of business class features including: Quality of
Service (QoS), Firewall, VPN, Network Performance Monitoring, Cable Diagnostics and Voice Quality
Monitoring. These features enable carriers to offer the highest quality of service with a TCO
advantage.
The ADTRAN NetVanta portfolio also includes wireless solutions for the SMB and Enterprise. With
802.11WiFi capabilities, the NetVanta 1335 multi-service access router with integrated WiFi and
NetVanta 150 wireless access device address the increasing demands for wireless solutions and allow
businesses to streamline and improve operational efficiencies, expand customer service offerings,
and increase flexibility for employees.
The NetVanta router portfolio supports 3G data services. The NetVanta 3G Network Interface Module
(NIM) provides a wireless WAN capability for our NetVanta line of multi-service routers and
provides a rapid, secure and cost-effective connectivity option when used in conjunction with one
of our modular routers. A 3G data service allows customers to take advantage of flexible deployment
options at broadband speeds from a single platform. The solution is ideal for a number of
applications including use as a primary data service and/or a network failover option for SMBs and
Enterprises.
Voice Solutions
The network infrastructure for voice services, in recent years, has undergone a rapid evolution to
an IP-based infrastructure, including the accelerated adoption of SIP trunking. As a result, VoIP
as a part of a converged services offering represents an important revenue opportunity for service
providers seeking to add new features, such as cloud applications and unified communications in
order to retain and expand their subscriber base. ADTRAN Total Access and NetVanta IP Business
Gateways (IPBG) support this strategic direction, and are deployed by the service provider at the
demarcation point on the customer premises. An ADTRAN IPBG combines the functionality of a voice
gateway with a multi-service router and security features. Our products offer a highly integrated,
cost-effective platform for delivering converged services to the SMB and Enterprise customer.
Our Enterprise solutions are widely regarded for their innovation, most notably our ability to
integrate the functionality of multiple network elements into a single platform. This all-in-one
strategy for the delivery of converged voice and data services enables a service provider to offer
a SMB or Enterprise customer converged services without the expense of replacing their current
infrastructure, enabling the customer to migrate to a Hosted PBX service based on their timeline
for investment. Supporting a SMB or Enterprises migration with a single platform provides the
service provider with operational efficiencies, such as network management, and a TCO advantage.
5
The Enterprise Division portfolio of voice products provides an industry-leading TCO advantage.
Our voice products combine the highest level of feature integration, with performance and
reliability. This level of product innovation combined with our industry leading warranty and
product support enables the service provider an extended life cycle for our platforms in their
customers network.
Unified Communications and IP Telephony
Unified Communications (UC) solutions were added to the portfolio of ADTRAN Enterprise solutions in
2009, with the acquisition of Objectworld Communications Corporation, a Canadian-based company.
Marketed under the name NetVanta Unified Communications, these solutions enable businesses with 75
to 2,000 employees to realize the benefits of UC. ADTRANs NetVanta UC products deliver end-to-end
unified communications that bridge the gap between telephony, desktop communications productivity
and business processes. Referred to as Communications-Enabled Business Processes (CEBP), the
ADTRAN NetVanta UC solutions enable businesses with Microsoft Windows platforms to drive workforce
productivity and improve customer service. ADTRANs award-winning NetVanta UC Server enables CEBP
while providing simplicity and value to businesses that want to make a smooth transition from
simple telephony to a unified communications solution without sacrificing their PBX and Microsoft
business systems investments. There are four platforms in the NetVanta UC solutions portfolio:
NetVanta UC Server, NetVanta Business Application Server, NetVanta Enterprise Communications
Server, and NetVanta Business Communications System.
The addition of UC solutions is a logical extension of our Enterprise portfolio enabling our
customers to continue to look to ADTRAN as a total solution provider. Additionally, the NetVanta
UC solutions provide the flexibility to be customized and optimized to address the unique CEBP and
customer service needs of a range of vertical markets such as banking, hospitality, education,
healthcare, retail, and real estate.
ADTRANs NetVanta 7000 Series is an innovative IP PBX solution with integration that results in a
single box solution for small business communications needs. Scaling up to 100 users the 7000
Series combines the features of an IP PBX with the functionality of an Ethernet switch, a
multi-service router, security features and WAN connectivity.
Configuration and Network Management
We develop and support network productivity tools and systems to centralize the configuration and
management of our internetworking products. These tools aid in the management of networks powered
by ADTRAN internetworking products and includes the nCommand MSP (Managed Service Provider)
management platform. nCommand MSP streamlines a service providers product life cycle management
efforts including remote monitoring and management of ADTRAN NetVanta or Total Access solutions. A
web-based platform, nCommand MSP simplifies new device deployment and enables Managed Service
Providers, service providers and enterprise IT organizations to deliver on Service Level
Agreements, improve customer service response times, reduce network downtimes and proactively
monitor and report network performance, all while reducing operational costs.
Service and Support
In addition to our product portfolio, we offer technical support services to help ensure that we
are responsive to our customers who have deployed networking and infrastructure solutions. We
provide pre- and post-sales technical support and a variety of training options. We offer
installation and maintenance services designed to protect customers networks from unnecessary
downtime. ADTRAN professional services, ADTRAN Custom Extended Services, branded as ACES,
guarantees priority access to technical support engineers and on-site product replacement on a
four-hour or next business day basis, depending on the service plan selected. Our service and
support offerings are available to customers in both our Carrier Networks Division and Enterprise
Networks Division.
Customers
We have a diverse customer base, which we segment based on the markets served, and typically within
each of our two distinct divisions.
Customers of our Carrier Networks Division in the United States include all of the major ILECs,
large and small independent telephone companies, competitive service providers, Internet service
providers, Utilities, Municipalities, Cable MSOs, and wireless service providers. Internationally,
this division also serves incumbent carriers and competitive service providers in selected regions.
ILECs and most other service providers require product approval prior to adopting a vendors
products for use in their networks. We are involved in a constant process of submitting new and
succeeding generations of products for approval and ADTRAN products are widely deployed in these
service provider networks. However, we cannot be certain that we will obtain these approvals in the
future, or that sales of these products will continue to occur. Further, any attempt by an ILEC or
other service provider to seek out additional or alternative suppliers, or to undertake, as
permitted under applicable regulations, the production of these products internally, could have a
material adverse effect on our operating results.
6
Customers of our Enterprise Networks Division solutions in the United States include all of the
major ILECs, large and small independent telephone companies and competitive service providers.
Additionally SMB and enterprise organizations purchase our solutions through a two-tier
distribution channel. The two-tier distribution channel is comprised of several large distributor
partners and an extensive network of value-added resellers (VARs) as described in Distribution,
Sales and Marketing below. Additionally, ADTRAN Enterprise solutions are deployed globally in the
EMEA, APAC and the Americas regions. Vertical markets where our solutions are used include retail,
food service, healthcare, finance, government, education, manufacturing, military, transportation,
hospitality, and energy/utility.
Our major customers include the following:
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AT&T Inc.
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Qwest Communications International, Inc. |
CenturyLink, Inc.
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Verizon Communications, Inc. |
Ingram Micro, Inc.
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Walker and Associates, Inc. |
KGP Logistics
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Windstream Corporation |
Single customers comprising more than 10% of our revenue in 2009 include AT&T Inc. at 22%, Qwest
Communications International, Inc. at 19%, and Verizon Communications, Inc. at 11%. The revenues
from all of these customers are reported in both the Carrier Networks and Enterprise Networks
segments. No other customer accounted for 10% or more of our sales in 2009.
For a discussion of risks associated with customers, service providers and approval processes, see
Risk Factors We depend heavily on sales to certain customers; the loss of any of these
customers would significantly reduce our revenues and net income, Risk Factors Consolidation
and deterioration in the competitive service provider market could result in a significant decrease
in our revenue, and Risk Factors The lengthy approval process required by ILECs and other
service providers for new products could result in fluctuations in our revenue, in Item 1A of this
report.
Distribution, Sales and Marketing
We sell our Carrier Networks products in the United States through a combination of a direct sales
organization and a distribution network. Our direct sales organization supports major accounts and
has offices located throughout the United States. Sales to most competitive service providers and
independent telephone companies are fulfilled through a combination of direct sales and major
technology distribution companies such as KGP Logistics, Walker and Associates, and Power & Tel.
Prior to placing any orders, service providers require lengthy product qualification and
standardization processes that can extend for several months or years. Orders, if any, are
typically placed under single or multi-year supply agreements that are generally not subject to
minimum volume commitments. Service providers generally prefer having two or more suppliers for
most products, so
individual orders are usually subject to competition based on some combination of total value,
service, price, delivery, and other terms.
The majority of Enterprise Networks products are sold in the United States through a non-exclusive
distribution network that consists, at the top level, of several major technology distributors,
such as Walker and Associates, TechData, Ingram Micro, Jenne Distributors, Synnex Corporation,
Interlink Communications Systems and Catalyst Telecom. These organizations then distribute
products to an extensive network of Value-Added Resellers (VARs), system integrators, and service
providers.
VARs and system integrators may be affiliated with ADTRAN as channel partners, or they may purchase
from a distributor in an unaffiliated fashion. Affiliated partners participate with us at various
program levels based on sales volume and other factors to receive benefits such as product
discounts, co-op advertising funds, technical support, and training. We maintain field offices
nationwide to support distributors, VARs and system integrators. The Enterprise Networks Division
maintains a channel-based sales organization to manage our partners.
A growing portion of our Enterprise Networks products are being sold to service providers for
provisioning of hosted VoIP service offerings for SMB and enterprise branch office end users.
Outside of the United States, both Carrier and Enterprise products are sold through distribution
arrangements customized for each region. Each region is supported by an ADTRAN field office that
offers sales and support functions, and in some cases, warehousing and manufacturing support. In
some regions, Carrier products are sold to carriers through our direct sales organization.
Our field sales organizations, distributors, and service provider customers receive support from
headquarters-based marketing, sales, and customer support groups. Under certain circumstances,
other headquarters personnel may become involved in sales and other activities.
7
Research and Development
Rapidly changing technologies, evolving industry standards, changing customer requirements, and
continuing developments in communications service offerings characterize the markets for our
products. Our continuing ability to adapt to these changes and to develop new and enhanced products
that meet or anticipate market demand is a significant factor influencing our competitive position
and our prospects for growth.
During 2009, 2008, and 2007, product development expenditures totaled $83.3 million, $81.8 million,
and $75.4 million, respectively.
Our product development activities are an important part of our strategy. Because of rapidly
changing technology and evolving industry standards, we expect to sustain, and possibly increase,
product development levels each year.
We strive to deliver innovative network access solutions that lower the total cost of deploying
services, increase the level of performance achievable with established infrastructures, reduce
operating and capital expense for our customers, increase network bandwidth and functionality, and
extend network reach. Our development process is conducted in accordance with ISO 9001, TL 9000,
and ISO 14001, which are international standards for quality and environmental management systems.
We develop most of our products internally, although we sometimes license intellectual property
rights for use in certain products. Internal development gives us more control over design and
manufacturing issues related to our products and closer control over product costs. Our ability to
continually reduce product costs is an important part of our overall business strategy. Our product
development efforts are often centered on entering a market with improved technology, allowing us
to offer products at a price point lower than established market prices. We then compete for market
share. We continually re-engineer successive generations of the product to improve our gross
margin.
Product development activities focus on products to support both existing and emerging technologies
in the telecommunications industry in segments of our markets that we consider viable revenue
opportunities. We are actively engaged in developing and refining technologies to support data,
voice, and video transport primarily over IP/Ethernet network architectures. Our work involves
Ethernet transport, fiber optic transport, DSL transport (VDSL2, ADSL2+, ADSL, SHDSL, and HDSLx),
access routing, Ethernet switching, integrated access, converged services, VoIP, network
management, and professional services.
A centralized research function supports product development efforts company-wide. This group
provides guidance to our various product design and engineering teams in digital signal processing
technologies, computer simulation and modeling, CAD/CAM tool sets, custom semiconductor design,
industry standards, and technological forecasting.
Many telecommunications issues, processes, and technologies are governed by Standards Development
Organizations (SDOs). These SDOs consist of representatives from various manufacturers, service
providers, and testing laboratories working to establish
specifications and compliance guidelines for emerging telecommunications technologies. We are an
active participant in several SDOs, and have assisted with the development of worldwide standards
in many technologies.
We continue to be involved in the evolution of Ethernet technology by participating in the
Institute of Electrical and Electronics Engineers 802 LAN/MAN standards committee, the ITU-T and
the MEF, which are standardizing technologies such as Carrier Ethernet traffic management, Ethernet
Ring Protection Switching (ERPS), provider networking, Ethernet Operations, Administration and
Management (OAM), and Connectivity Fault Management. In the past year, we have worked in the SDOs
to bring more interoperability between GPON equipment. These efforts have included helping ATIS
establish a new subcommittee focusing on optical access networks (NIPP-OAN) and increasing our
participation in GPON work in the Broadband Forum.
We are also involved in other standards development efforts related to maximizing the bandwidth
potential of the copper pair to enable new applications. We contributed to the development of the
VDSL2 ITU-Telecommunications (ITU-T) standard. Upon completion of the various wireline
telecommunications standards, the industry-wide interoperability and performance testing
requirements become the responsibility of the Broadband Forum (formerly DSL Forum). We have
continued our contributions toward VDSL2 and ADSL2+ development through our work in the Broadband
Forum.
For a discussion of risks associated with our research and development activities, see Risk
Factors We must continue to update and improve our products and develop new products in order to
compete and to keep pace with improvements in telecommunications technology and Risk Factors
We engage in research and development activities to improve the application of developed
technologies, and as a consequence may miss certain market opportunities enjoyed by larger
companies with substantially greater research and development efforts who may focus on more leading
edge development, in Item 1A of this report.
8
Manufacturing and Operations
The principal steps in our manufacturing process include the purchase and management of materials,
assembly, testing, final inspection, packing, and shipping. We purchase parts and components for
the assembly of some products from a large number of suppliers through a worldwide sourcing
program. In addition, we manage a process that identifies the components that are best purchased
directly by contract manufacturers for use in the assembly of our products to achieve manufacturing
efficiency, quality, and cost objectives. Certain key components used in our products are currently
available from a single source, and other key components are available from only a limited number
of sources. In the past, we have experienced delays in the receipt of certain key components,
which has resulted in delays in related product deliveries. We attempt to manage these risks
through developing alternative sources, by staging inventories at strategic locations, through
engineering efforts designed to obviate the necessity of certain components, and by maintaining
close contact and building long-term relationships with our suppliers.
We rely on subcontractors in Asia for assembly and testing of certain printed circuit board
assemblies, sub-assemblies, chassis, enclosures and equipment shelves, and to purchase some of the
raw materials used in such assemblies. We typically manufacture our low-volume, high-mix, or
complex product assemblies at our manufacturing site in Huntsville, Alabama. We continue to build
and test all new product prototypes and initial production units for our products in Huntsville,
and later transfer the production of high-volume, low-mix assemblies to our subcontractors.
Subcontract assembly operations can lengthen fulfillment cycle times, but we believe we can respond
more rapidly to uncertainties in incoming order rates by selecting assembly subcontractors having
significant reserve capacity and flexibility. We have consolidated our production to two
subcontractors who have proven to be flexible and able to meet our quality requirements. We
conduct the majority of all transactions with our foreign suppliers in United States currency.
Most shipments of products to customers occur from our facilities in Huntsville, Alabama. Our
facilities are certified pursuant to the most current releases of ISO9001, TL9000, ISO14001, and
are Customs-Trade Partnership Against Terrorism certified. Our products are also certified to
certain other telephone company standards, including those relating to emission of electromagnetic
energy and safety specifications.
For a discussion of risks associated with manufacturing activities, see Risk Factors Our
strategy of outsourcing a portion of our manufacturing requirements to subcontractors located in
Asia may result in us not meeting our cost, quality or performance standards and Risk Factors
Our dependence on a limited number of suppliers may prevent us from delivering our products on a
timely basis, which could have a material adverse effect on customer relations and operating
results, in Item 1A of this report.
Competition
We compete in markets for networking and communications equipment for service providers and
businesses, government agencies, and other organizations worldwide. Our products and services
support the transfer of data, voice and video across service providers fiber, copper, and wireless
infrastructures, and across wide area networks, local area networks, and the Internet.
The markets for our products are intensely competitive. Numerous competitors exist in each of our
product segments. Intense competitive conditions and recent declines in economic activity have
resulted in competitor consolidations, bankruptcies and liquidations. Consumer acceptance of
alternative communications technologies such as coaxial cable and cellular-based services that
compete with our products has grown in recent years. Competition might further increase if new
technologies emerge, new companies enter the market, or existing competitors expand their product
lines.
For our Carrier Networks Division, factors influencing the markets in which we currently compete or
may compete in the future include the ability to:
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Help the customer solve networking problems within the confines of restrained capital
budgets; |
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Offer globally competitive solutions against a different set of competitors than in the
United States; |
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Deliver solutions that fit the distributed networking model being deployed by most
service providers; |
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Deliver solutions for service provider networks as they increasingly focus on network
transformation, convergence, and integration of services; |
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Deliver solutions at attractive price points; |
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Deliver reliability and redundancy, especially for higher bandwidth products; |
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Adapt to new network technologies as they evolve; |
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Compete effectively against large firms with greater resources; |
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Deliver products when needed by the customer; |
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Deliver responsive customer service, technical support, and training; and |
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Assist customers requiring pre-assembled, turnkey systems. |
Competitors of our Carrier Networks Division include large, established firms such as
Alcatel-Lucent, Cisco Systems, Fujitsu Limited, Huawei, Ericsson, Tellabs, and Siemens. There are
also a number of smaller, specialized firms with which we compete, such as ADC Telecommunications,
Zhone Technologies, Occam Networks, Calix Networks, and other privately held firms.
9
For our Enterprise Networks Division, factors influencing the markets in which we currently compete
or may compete in the future include the ability to:
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Satisfy the customers need for a cost-efficient alternative to established
internetworking suppliers; |
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Satisfy the customers need to utilize the most cost-effective combination of
transmission technologies to connect geographically dispersed locations; |
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Increase network performance and lower the customers cost for communications services
and equipment; |
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Add capacity and migrate to new or different technologies without a major system
upgrade; |
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Continue to develop and support established platforms; |
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Offer products to address new networking technologies in a timely manner; |
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Deliver reliability and system backup, especially for higher bandwidth products; |
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Adapt to new network technologies as they evolve; |
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Deliver products when needed by the customer; |
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Deliver responsive customer service, technical support, and training; and |
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Assist customers requiring hands-on installation and maintenance. |
Competitors of our Enterprise Networks Division include Cisco Systems, Juniper Networks, Avaya,
Hewlett Packard, Enterasys Networks, Extreme Networks, Allied Telesyn, and other smaller companies.
Some of these companies compete in a single product segment, while others compete across multiple
product lines.
For further discussion of risks associated with our competition, see Risk Factors We must
continue to update and improve our products and develop new products in order to compete and to
keep pace with improvements in telecommunications technology and Risk Factors We compete in
markets that have become increasingly competitive, which may result in reduced gross profit margins
and market share, in Item 1A of this report.
Backlog and Inventory
A substantial portion of our shipments in any fiscal period relate to orders received and shipped
in that fiscal period for customers under agreements containing non-binding purchase commitments.
Further, a significant percentage of orders require delivery within a few days. These factors
result in very little order backlog or order flow visibility. We believe that because we fill a
substantial portion of customer orders within the fiscal quarter of receipt, backlog is not a
meaningful indicator of actual sales for any succeeding period.
To meet this type of demand, we have implemented advanced supply chain management systems to manage
the production process. We maintain a substantial finished goods inventory. Our practice of
maintaining sufficient inventory levels to assure prompt delivery of our products increases the
amount of inventory that may become obsolete. The obsolescence of this inventory may require us to
write down the value of the obsolete inventory, which may have an adverse effect on our operating
results.
Government Regulation
In the United States, our products must comply with various regulations and standards defined by
the Federal Communications Commission and Underwriters Laboratories. Products sold internationally
may be required to comply with regulations or standards established by telecommunications
authorities in various countries, as well as those of certain international bodies. For instance,
environmental legislation within the European Union (EU) may increase our cost of doing business
internationally as we amend our products to comply with these requirements. The EU issued a
Directive on the restriction of certain hazardous substances in electronic and electrical equipment
(RoHS), enacted the Waste Electrical and Electronic Equipment (WEEE) Directive to mandate the
funding, collection, treatment, recycling and recovery of WEEE by producers of electrical or
electronic equipment into Europe, and enacted a regulation concerning the Registration, Evaluation,
Authorization and Restriction of Chemicals (REACH). We continue to implement measures to comply
with the RoHS Directive, the WEEE Directive and the REACH Regulation as individual countries issue
their implementation guidance.
For further discussion of risks associated with government regulation, see Risk Factors Our
products may not continue to comply with the regulations governing their sale, which may harm our
business and Risk Factors Regulatory and potential physical impacts of climate change may
affect our customers and our production operations, resulting in adverse affects on our operating
results, in Item 1A of this report.
10
Employees
As of December 31, 2009, we had 1,571 full-time employees in the United States and 53 full-time
employees in our international subsidiaries, located in Canada, Mexico, the Asia-Pacific region and
Europe. Of our total employees, 282 were in sales, marketing and service; 482 were in research and
development; 738 were in manufacturing operations and quality assurance; and 122 were in
administration. None of our employees are represented by a collective bargaining agreement, nor
have we ever experienced any work stoppage. We believe that our relationship with our employees is
good.
Intellectual Property
The ADTRAN corporate logo is a registered trademark of ADTRAN. The name ADTRAN is a registered
trademark of ADTRAN. A number of our product identifiers and names also are registered. We also
claim rights to a number of unregistered trademarks.
We have ownership of at least 252 patents related to our products and have approximately 88
additional patent applications pending, of which at least 5 have been approved and are in the
process of being issued by the U.S. Patent and Trademark Office. The average remaining duration of
our patents as of December 31, 2009 was approximately 11 years. We will continue to seek
additional patents from time to time related to our research and development activities. We do not
derive any material amount of revenue from the licensing of our patents.
We protect our intellectual property and proprietary rights in accordance with good legal and
business practices. We believe, however, that our competitive success will not depend on the
ownership of intellectual property, but instead will depend primarily on the innovative skills,
technical competence, and marketing abilities of our personnel.
The communications industry is characterized by the existence of an ever-increasing volume of
patent litigation and licensing activities. From time to time we receive and may continue to
receive notices of claims alleging that we are infringing upon patents or other intellectual
property. We cannot predict whether we will prevail in any claims or litigation over alleged
infringements, or whether we will be able to license any valid and infringed patents, or other
intellectual property, on commercially reasonable terms. It is possible that litigation may result
in significant legal costs and judgments. Any intellectual property infringement claims, or
related litigation against or by us, could have a material adverse effect on our business and
operating results.
For a discussion of risks associated with our intellectual and proprietary rights, see Risk
Factors Our failure to maintain rights to intellectual property used in our business could
adversely affect the development, functionality, and commercial value of our products, in Item 1A
of this report.
Available Information
A copy of this Annual Report on Form 10-K, as well as our Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and any amendments to these reports, are available free of charge on the
Internet at our web site, www.adtran.com, as soon as reasonably practicable (generally,
within one day) after we electronically file these reports with, or furnish these reports to, the
Securities and Exchange Commission (SEC). The reference to our web site address does not constitute
incorporation by reference of the information contained on the web site, which information should
not be considered part of this document. You may also read and copy any materials we file with the
SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public
may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site (www.sec.gov) that contains our reports, proxy
and information statements, and other information that we have filed electronically with the SEC.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made by or on behalf of ADTRAN. ADTRAN and its representatives may from
time to time make written or oral forward-looking statements, including statements contained in
this report and our other filings with the SEC and other communications with our stockholders.
Generally, the words, believe, expect, intend, estimate, anticipate, will, may,
could and similar expressions identify forward-looking statements. We caution you that any
forward-looking statements made by or on our behalf are subject to uncertainties and other factors
that could cause these statements to be wrong. Some of these uncertainties and other factors are
listed below. Though we have attempted to list comprehensively these important factors, we caution
investors that other factors may prove to be important in the future in affecting our operating
results. New factors emerge from time to time, and it is not possible for us to predict all of
these factors, nor can we assess the impact each factor or combination of factors may have on our
business.
You are further cautioned not to place undue reliance on those forward-looking statements because
they speak only of our views as of the date the statements were made. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
11
The following are some of the risks that could affect our financial performance or could cause
actual results to differ materially from those expressed or implied in our forward-looking
statements:
Our operating results may fluctuate in future periods, which may adversely affect our stock
price.
Our operating results have been and will continue to be subject to quarterly and annual
fluctuations as a result of numerous factors. These factors include, but are not limited to:
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Fluctuations in demand for our products and services, especially with respect to
significant network expansion projects undertaken by telecommunications service providers; |
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Continued growth of communications network traffic and the adoption of communication
services and applications by enterprise and consumer end users; |
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Changes in sales and implementation cycles for our products and reduced visibility into
our customers spending plans and associated revenue; |
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Reductions in demand for our traditional products as new technologies gain acceptance; |
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Our ability to maintain appropriate inventory levels and purchase commitments; |
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Price and product competition in the communications and networking industries, which can
change rapidly due to technological innovation; |
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The overall movement toward industry consolidation among both our competitors and our
customers; |
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Our dependence on sales of our products by channel partners, the timing of their
replenishment orders, the potential for conflicts and competition involving our channel
partners and large end use customers and the potential for consolidation among our channel
partners; |
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Variations in sales channels, product cost or mix of products sold; |
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Delays in receiving product acceptance from certain customers as defined under contract,
for shipments near the end of a reporting period; |
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Our ability to maintain high levels of product support; |
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Manufacturing and customer order lead times; |
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Fluctuations in our gross margin, and the factors that contribute to this as described
below; |
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Our ability to achieve cost reductions; |
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The ability of our customers, channel partners, and suppliers to obtain financing or to
fund capital expenditures; |
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Our ability to execute on our strategy and operating plans; |
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Benefits anticipated from our investments in engineering, sales and marketing
activities; |
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The effects of climate change; and |
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The effects of political or economic conditions, terrorist attacks, acts of war, or
other unrest in certain international markets. |
As a result, operating results for a particular future period are difficult to predict, and prior
results are not necessarily indicative of results to be expected in future periods. Any of the
above mentioned factors, or other factors discussed elsewhere in this document, could have a
material adverse effect on our business, results of operations and financial condition that could
adversely affect our stock price.
Our revenue for a particular period can be difficult to predict, and a shortfall in revenue may
harm our operating results.
As a result of the many factors discussed in this report, our revenue for a particular quarter is
difficult to predict and will fluctuate from quarter to quarter. Our typical pattern of customer
orders requests product delivery within a short period following receipt of an order. Consequently,
we do not carry a significant order backlog, and are dependent upon obtaining orders and completing
delivery in accordance with shipping terms within each quarter to achieve our targeted revenues.
Our net sales may grow at a slower rate than in previous quarters or may decline. Our ability to
meet financial expectations could also be affected if the variable sales patterns seen in prior
quarters recur in future quarters. We have experienced periods of time during which manufacturing
issues have delayed
shipments, leading to variable shipping patterns. In addition, to the extent that manufacturing
issues and any related component shortages result in delayed shipments in the future, and
particularly in quarters in which we and our subcontractors are operating at higher levels of
capacity, it is possible that revenue for a quarter could be adversely affected, and we may not be
able to remediate the conditions within the same quarter.
12
In the past, long manufacturing lead times have caused our customers to place the same order
multiple times. This multiple ordering, along with other factors, may cause difficulty in
predicting our sales and, as a result, could impair our ability to manage parts inventory
effectively.
We plan our operating expense levels based primarily on forecasted revenue levels. These expenses
and the impact of long-term commitments are relatively fixed in the short term. A shortfall in
revenue could lead to operating results being below expectations because we may not be able to
quickly reduce these fixed expenses in response to short-term business changes.
General economic conditions may reduce our revenues and harm our operating results.
Economic conditions in the latter part of 2008 and much of 2009 contributed to a slowdown in
telecommunications industry spending, including specific market segments in which we operate. The
potential reoccurrence of these trends and their duration and depth are difficult to predict.
Capital spending for network infrastructure projects of our largest customers could be delayed or
cancelled in response to reduced consumer spending, tight capital markets or declining liquidity
trends. Sustained trends of this nature could have a material adverse affect on our revenues,
results of operations and financial condition.
Our exposure to the credit risks of our customers and distributors may make it difficult to
collect accounts receivable and could adversely affect our operating results and financial
condition.
Most of our sales are on an open credit basis, frequently with payment terms of 30 to 45 days in
the United States and typically longer in many geographic markets outside the United States. As our
business in international regions expands, ADTRANs total accounts receivable balance will likely
increase. Our days sales outstanding could also increase as a result of greater mix of
international sales. Additionally, international laws may not provide the same degree of protection
against defaults on accounts receivable as provided under United States laws governing domestic
transactions; therefore, as our international business grows, we may be subject to higher bad debt
expense compared to historical trends. Overall, we monitor individual customer payment capability
in granting such open credit arrangements, seek to limit such open credit to amounts we believe the
customers can pay, and maintain reserves we believe are adequate to cover exposure for doubtful
accounts. In the course of our sales to customers, we may encounter difficulty collecting accounts
receivable and could be exposed to risks associated with uncollectible accounts receivable. We may
be exposed to similar credit risks relating to collections from distributors of our products, and
we apply similar processes to monitor and reserve for any exposures. The recent turmoil in the
financial markets could impact certain of our customers ability to maintain adequate credit
facilities with financial institutions, thereby potentially impacting their ability to pay their
debts. While we attempt to monitor these situations carefully and attempt to take appropriate
measures to collect accounts receivable balances, there are no assurances we can avoid accounts
receivable write downs or write off of doubtful accounts. Such write-downs or write-offs could
negatively affect our operating results for the period in which they occur, and could potentially
have a material adverse effect on our results of operations and financial condition.
We expect gross margin to vary over time, and our level of product gross margin may not be
sustainable.
Our level of product gross margins may not be sustainable and may continue to be adversely
affected by numerous factors, including:
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Changes in customer, geographic, or product mix, including the mix of configurations
within each product group; |
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Introduction of new products by competitors, including products with price-performance
advantages; |
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Our ability to reduce product cost; |
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Increases in material or labor cost; |
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Expediting costs incurred to meet customer delivery requirements; |
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Excess inventory and inventory holding charges; |
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Changes in shipment volume; |
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Loss of cost savings due to changes in component pricing or charges incurred due to
inventory holding periods if parts ordering does not correctly anticipate product demand; |
13
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Lower than expected benefits from value engineering; |
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Increased price competition, including competitors from Asia, especially China; |
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Changes in distribution channels; |
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Increased warranty cost; |
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Liquidated damages costs relating to customer contractual terms; and |
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Our ability to manage the impact of foreign currency exchange rate fluctuations relating
to pricing to our international customers. |
We must continue to update and improve our products and develop new products in order to compete
and to keep pace with improvements in telecommunications technology.
The markets for our products are characterized by rapidly changing technology, evolving industry
standards, and continuing improvements in the telecommunications service offerings of common
service providers. If technologies or standards applicable to our products, or common service
provider offerings based on our products, become obsolete or fail to gain widespread commercial
acceptance, our existing products or products under development may become obsolete or
unmarketable.
Moreover, the introduction of products embodying new technologies, the emergence of new industry
standards, or changes in common service provider offerings could adversely affect our ability to
sell our products. For instance, we offer a large number of products that apply primarily to the
delivery of high-speed digital communications over the local loop utilizing copper wire. We compete
favorably with our competitors by developing a high-performance line of these products. We market
products that apply to fiber optic transport in the local loop. We expect, however, that use of
coaxial cable and mobile wireless access in place of local loop access will increase. Also,
non-traditional providers, such as cable television companies, are increasing their presence in the
local loop. To meet the requirements of these new delivery systems and to maintain our market
position, we may have to develop new products or modify existing products.
Our sales and profitability in the past have, to a significant extent, resulted from our ability to
anticipate changes in technology, industry standards and common service provider offerings, and to
develop and introduce new and enhanced products. Our continued ability to adapt will be a
significant factor in maintaining or improving our competitive position and our prospects for
growth. We cannot assure that we will be able to respond effectively to changes in technology,
industry standards, common service provider offerings or new product announcements by our
competitors. We also cannot assure that we will be able to successfully develop and market new
products or product enhancements, or that these products or enhancements will achieve market
acceptance. Should the rate of decline in sales of certain traditional TDM based products exceed
the rate of market acceptance and growth in sales of our newer IP-based products, our revenues may
be adversely affected. Any failure by us to continue to anticipate or respond in a cost-effective
and timely manner to changes in technology, industry standards, common service provider offerings,
or new product announcements by our competitors, or any significant delays in product development
or introduction, could have a material adverse effect on our ability to competitively market our
products and on our revenues, results of operations and financial condition.
Our products may not continue to comply with the regulations governing their sale, which may
harm our business.
As discussed above under Business Government Regulation, in the United States, our products
must comply with various regulations and standards defined by the Federal Communications Commission
and Underwriters Laboratories. Products sold internationally may be required to comply with
regulations or standards established by telecommunications authorities in various countries, as
well as those of certain international bodies. Although we believe our products are currently in
compliance with domestic and international standards and regulations in countries in which we
currently sell, there can be no assurance that we will be able to design our products to comply
with evolving standards and regulations in the future. Further, the cost of complying with the
evolving standards and regulations, or the failure to obtain timely domestic or foreign regulatory
approvals or certification such that we may not be able to sell our products where these standards
or regulations apply, may adversely affect our results of operations and financial condition.
14
Our failure or the failure of our contract manufacturers to comply with applicable environmental
regulations could adversely impact our results of operations.
The manufacture, assembly and testing of our products may require the use of hazardous materials
that are subject to environmental, health and safety regulations. Our failure or the failure of our
contract manufacturers to comply with any of these applicable requirements could result in
regulatory penalties, legal claims or disruption of production. In addition, our failure or the
failure of our
contract manufacturers to properly manage the use, transportation, emission, discharge, storage,
recycling or disposal of hazardous materials could subject us to increased costs or liabilities.
Existing and future environmental regulations may restrict our use of certain materials to
manufacture, assemble and test products. Any of these consequences could adversely impact our
results of operations by increasing our expenses and/or requiring us to alter our manufacturing
processes.
If our products do not interoperate with our customers networks, installations may be delayed
or cancelled, which could harm our business.
Our products must interface with existing networks, each of which may have different
specifications, utilize multiple protocol standards and incorporate products from other vendors.
Many of our customers networks contain multiple generations of products that have been added over
time as these networks have grown and evolved. Our products may be required to interoperate with
many or all of the products within these networks as well as future products in order to meet our
customers requirements. If we find errors in the existing software or defects in the hardware used
in our customers networks, we may have to modify our software or hardware to fix or overcome these
errors so that our products will interoperate with the existing software and hardware. Such issues
may affect our ability to obtain product acceptance from other customers. Implementation of product
corrections involving interoperability issues could increase our costs and adversely affect our
results of operations.
The lengthy approval process required by ILECs and other service providers for new products
could result in fluctuations in our revenue.
In the industry in which we compete, a supplier must first obtain product approval from an ILEC or
other service provider to sell its products to them. This process can last from six to 18 months,
or longer, depending on the technology, the service provider, and the demand for the product from
the service providers subscribers. Consequently, we are involved in a constant process of
submitting for approval succeeding generations of products, as well as products that deploy new
technology or respond to new technology demands from an ILEC or other service provider. We have
been successful in the past in obtaining these approvals. However, we cannot be certain that we
will obtain these approvals in the future or that sales of these products will continue to occur.
Furthermore, the delay in sales until the completion of the approval process, the length of which
is difficult to predict, could result in fluctuations of revenue and uneven operating results from
quarter to quarter or year to year.
We engage in research and development activities to improve the application of developed
technologies, and as a consequence may miss certain market opportunities enjoyed by larger
companies with substantially greater research and development efforts who may focus on more
leading edge development.
A portion of our research and development activities are focused on the refinement and redefinition
of access technologies that are currently accepted and commonly practiced, which may include
emerging technologies not yet widely distributed across all networks. These research and
development efforts result in improved applications of technologies for which demand already exists
or is latent. We rarely engage in research projects that represent a vast departure from the
current business practices of our key customers. This includes pioneering new services and
participating in leading edge field trials or demonstration projects for new technologies. While we
believe our strategy provides a higher likelihood of producing nearer term revenue streams, this
strategy could reduce our ability to influence industry standards and share in the establishment of
intellectual property rights associated with new technologies, and could result in lost revenue
opportunities should a new technology achieve rapid and widespread market acceptance.
15
We depend heavily on sales to certain customers; the loss of any of these customers would
significantly reduce our revenues and net income.
Historically, a large percentage of our sales have been made to ILECs and major independent
telecommunications companies. In 2009, these customers continued to comprise over half of our
revenue. As long as the ILECs and other service providers represent such a substantial percentage
of our total sales, our future success will significantly depend upon certain factors which are not
within our control, including:
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the timing and size of future purchase orders, if any, from these customers; |
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the product requirements of these customers; |
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the financial and operational success of these customers; |
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the impact of legislative and regulatory changes on these customers; |
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the success of these customers services deployed using our products; and |
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the impact of work stoppages at these customers. |
Sales to our large customers have, in the past, fluctuated and may fluctuate significantly from
quarter to quarter and year to year. The loss of, or a significant reduction or delay in, sales to
any such customer or the occurrence of sales fluctuations could have a material adverse effect on
our business and results of operations. Further, any attempt by an ILEC or other service provider
to seek out additional or alternative suppliers or to undertake, as permitted under applicable
regulations, the production of these products internally, could have a material adverse effect on
our operating results.
There has been a trend toward industry consolidation in our markets for several years. We expect
this trend to continue as companies attempt to strengthen or hold their market positions and as
companies are acquired or are unable to continue operations. This could lead to variability in our
operating results and could have a material adverse effect on our business, operating results, and
financial condition. In addition, particularly in the service provider market, rapid consolidation
will lead to fewer customers, with the effect that a loss of a major customer could have a material
impact on our results that we would not have anticipated in a marketplace composed of more numerous
participants.
Our strategy of outsourcing a portion of our manufacturing requirements to subcontractors
located in Asia may result in us not meeting our cost, quality or performance standards.
We are heavily dependent on two subcontractors for the assembly and testing of certain printed
circuit board assemblies, subassemblies, chassis, enclosures and equipment shelves, and the
purchase of raw materials used in such assemblies. This reliance involves several risks, including
the unavailability of, or interruptions in, access to certain process technologies and reduced
control over product quality, delivery schedules, transportation, manufacturing yields and costs.
We may not be able to provide product volumes to our subcontractors that are high enough to achieve
sufficient cost savings. If shipments fall below forecasted levels, we may incur increased costs
or be required to take ownership of excess inventory. In addition, a significant component of
maintaining cost competitiveness is the ability of our subcontractors to adjust their own costs to
compensate for possible adverse exchange rate movements. To the extent that the subcontractors are
unable to do so, and we are unable to procure alternative product supplies, then our own
competitiveness and results of operations could be adversely impaired. These risks may be
exacerbated by economic or political uncertainties, terrorist actions, the effects of climate
change, natural disasters or pandemics in the foreign countries in which our subcontractors are
located.
To date, we believe that we have successfully managed the risks of our dependence on these
subcontractors through a variety of efforts, which include seeking and developing alternative
subcontractors while maintaining existing relationships; however, we cannot assure you that delays
in product deliveries will not occur in the future because of shortages resulting from this limited
number of subcontractors or from the financial or other difficulties of these parties. Our
inability to develop alternative subcontractors if and as required in the future, or the need to
undertake required retraining and other activities related to establishing and developing a new
subcontractor relationship, could result in delays or reductions in product shipments which, in
turn, could have a negative effect on our customer relationships and operating results.
Our dependence on a limited number of suppliers may prevent us from delivering our products on a
timely basis, which could have a material adverse effect on customer relations and operating
results.
Certain raw materials and key components used in our products are currently available from only one
source, and others are available from only a limited number of sources. The availability of these
raw materials and supplies is subject to market forces beyond our
control. From time to time, there may not be sufficient quantities of raw materials and supplies in
the marketplace to meet customer demand. Many companies utilize the same raw materials and supplies
that we do in the production of their products. Companies with more resources than our own may have
a competitive advantage in obtaining raw materials and supplies due to greater buying power. These
factors can result in reduced supply, higher prices of raw materials, and delays in the receipt of
certain of our key components, which in turn may generate increased costs, lower margins, and
delays in product delivery, with a corresponding adverse effect on sales, customer relationships,
and revenue. Furthermore, due to general economic conditions in the United States and globally,
our suppliers may experience financial difficulties, which could result in increased delays,
additional costs, or loss of a supplier. We attempt to manage these risks through developing
alternative sources, by staging inventories at strategic locations, through engineering efforts
designed to obviate the necessity of certain components, and by building long-term relationships
and close contact with each of our suppliers; however, we cannot assure you that delays in or
failures of deliveries of key components, either to us or to our contract manufacturers, and
consequent delays in product deliveries, will not occur in the future.
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We compete in markets that have become increasingly competitive, which may result in reduced
gross profit margins and market share.
The markets for our products are intensely competitive. Additional manufacturers have entered the
markets in recent years to offer products in competition with us. Additionally, certain companies
have, in recent years, developed the ability to deliver coaxial cable and cellular transmission,
especially in high-density metropolitan areas. Competition would further increase if new companies
enter the market or existing competitors expand their product lines. Some of these potential
competitors may have greater financial, technological, manufacturing, sales and marketing, and
personnel resources than we have. As a result, these competitors may be able to respond more
rapidly or effectively to new or emerging technologies and changes in customer requirements,
withstand significant price decreases, or devote greater resources to the development, promotion,
and sale of their products than we can.
In addition, our present and future competitors may be able to enter our existing or future markets
with products or technologies comparable or superior to those that we offer. An increase in
competition could cause us to reduce prices, decrease our market share, require increased spending
by us on product development and sales and marketing, or cause delays or cancellations in customer
orders, any one of which could reduce our gross profit margins and adversely affect our business
and results of operations.
Our estimates regarding future warranty obligations may change due to product failure rates,
shipment volumes, field service obligations and other rework costs incurred in correcting
product failures. If our estimates change, the liability for warranty obligations may be
increased or decreased, impacting future cost of goods sold.
Our products are highly complex, and we cannot assure you that our extensive product development,
manufacturing and integration testing will be adequate to detect all defects, errors, failures and
quality issues. Quality or performance problems for products covered under warranty could
adversely impact our reputation and negatively affect our operating results and financial position.
The development and production of new products with high complexity often involves problems with
software, components and manufacturing methods. If significant warranty obligations arise due to
reliability or quality issues arising from defects in software, faulty components, or manufacturing
methods, our operating results and financial position could be negatively impacted by:
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costs associated with fixing software or hardware defects; |
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high service and warranty expenses; |
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high inventory obsolescence expense; |
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delays in collecting accounts receivable; |
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payment of liquidated damages for performance failures; and |
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a decline in sales to existing customers. |
Managing our inventory is complex and may include write-downs of excess or obsolete inventory.
Managing our inventory of components and finished products is complicated by a number of factors,
including the need to maintain a significant inventory of certain components that are in short
supply, that must be purchased in bulk to obtain favorable pricing or that require long lead times.
These issues may result in our purchasing and maintaining significant amounts of inventory, which
if not used or expected to be used based on anticipated production requirements, may become excess
or obsolete. Any excess or obsolete inventory could also result in sales price reductions and/or
inventory write-downs, which could adversely affect our business and results of operations.
17
We may pursue acquisitions, which may expose us to a number of risks. If we are unable to
mitigate these risks, our business may be negatively impacted.
We may acquire or invest in other businesses or enter into joint ventures to expand our product
portfolio, acquire intellectual property, or extend our presence in certain markets. Any such
acquisition may require the use of cash, the issue or assumption of debt, or the issue of equity,
and may result in significantly increased financing costs or result in the dilution of existing
shareholder interests. The acquisition process and subsequent integration of new investments may
divert managements attention from normal daily operations of the business and cause harm to our
existing operations. These investments may result in impairment charges and other cost
amortizations. We cannot assure that revenues from acquired investments will offset additional
costs incurred. If we are unable to successfully address the potential risks associated with these
transactions, they may result in a negative impact on our business, results of operations and
financial condition.
Increased sales volume in international markets could result in increased costs or loss of
revenue due to factors inherent in these markets.
We are in the process of expanding into international markets, which represented 5.7% of our net
sales for 2009, and we anticipate increased sales from these markets. We currently maintain
regional sales offices in each of the following locations: Melbourne and Sydney, Australia;
Montreal, Ottawa, and Toronto, Canada; Mexico, D.F., Mexico; Hong Kong and Beijing, China;
Singapore; and Bramley, United Kingdom. A number of factors inherent to these markets expose us to
significantly more risk than domestic business, including:
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local economic and market conditions; |
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exposure to unknown customs and practices; |
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potential economic or political unrest, terrorist actions, the effects of climate
change, natural disasters or pandemics; |
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foreign currency exchange rate exposure; |
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unexpected changes in, or impositions of, legislative or regulatory requirements; |
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less regulation of patents or other safeguards of intellectual property; and |
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difficulties in collecting accounts receivable and local governments inability to
enforce lawful business practices. |
Any of these factors, or others of which we are not currently aware, could result in increased
costs of operation or loss of revenue.
We may be adversely affected by fluctuations in currency exchange rates.
Historically our sales to international customers and purchases from international suppliers have
been transacted in United States currency; therefore, we have not entered into foreign currency
forward contracts or other hedging instruments. As our international sales increase or as
utilization of international suppliers expands, we may transact additional business in currencies
other than United States currency. As a result, we will be subject to the possibility of greater
effects of foreign currency exchange translation on our financial statements. Sales contract
commitments and accounts receivable balances based on foreign currency expose us to potential risk
of loss as the value of the United States dollar fluctuates over time. In addition, for those
countries outside the United States where we have significant sales or significant purchases of
supplies, devaluation in the local currency could make our products more expensive for customers to
purchase or increase our operating costs, thereby adversely affecting our competitiveness. In the
future, we may enter into foreign currency forward contracts or other hedging instruments to
protect against reductions in value and the volatility of future cash flows caused by changes in
foreign currency exchange rates. If used, the contracts and other hedging instruments will be
intended to reduce, but not eliminate, the impact of foreign currency exchange rate movements;
therefore, we generally would not anticipate hedging all outstanding foreign currency risk. There
can be no assurance that exchange rate fluctuations in the future will not have a material adverse
effect on our revenue from international sales, manufacturing costs, results of operations and
financial condition.
Our success depends on our ability to reduce the selling prices of succeeding generations of our
products.
Our strategy is to attempt to increase unit sales volumes and market share each year by introducing
succeeding generations of products having lower selling prices and increased functionality as
compared to prior generations of products. To maintain or increase our revenues and margins while
continuing this strategy, we must continue, in some combination, to increase sales volumes of
existing products, introduce and sell new products, or reduce our per unit costs at rates
sufficient to compensate for the reduced revenue effect of continuing reductions in the average
sales prices of our products. We cannot assure you that we will be able to maintain or increase
revenues or margins by increasing unit sales volumes of our products, introducing and selling new
products, or reducing unit costs of our products.
18
Our failure to maintain rights to intellectual property used in our business could adversely
affect the development, functionality, and commercial value of our products.
Our future success depends in part upon our proprietary technology. Although we attempt to protect
our proprietary technology by contract, trademark, copyright and patent registration, and internal
security, these protections may not be adequate. Furthermore, our competitors can develop similar
technology independently without violating our proprietary rights. From time to time we receive
and may continue to receive notices of claims alleging that we are infringing upon patents or other
intellectual property. Any of these claims, whether with or without merit, could result in
significant legal fees; divert our managements time, attention and resources; delay our product
shipments; or require us to enter into royalty or licensing agreements. We cannot predict whether
we will prevail in any claims or litigation over alleged infringements, or whether we will be able
to license any valid and infringed patents, or other intellectual property, on commercially
reasonable terms. If a claim of intellectual property infringement against us is successful and we
fail to obtain a license or develop or license non-infringing technology, our business, financial
condition, and operating results could be affected adversely.
Software under license from third parties for use in certain of our products may not continue to
be available to us on commercially reasonable terms.
We integrate third-party software into certain of our products. Licenses for this technology may
not be available or continue to be available to us on commercially reasonable terms. Difficulties
with third party technology licensors could result in termination of such licenses, which may
result in increased costs or require us to purchase or develop a substitute technology. Difficulty
obtaining and maintaining third-party technology licenses may disrupt development of our products
and increase our costs, which could harm our business.
We may incur liabilities or become subject to litigation that would have a material effect on
our business.
In the ordinary course of business, we accept purchase orders, and enter into sales and other
related contracts, for the marketing, sale, manufacture, distribution, or use of our products and
services. We may incur liabilities relating to our performance under such agreements, or which
result from damage claims arising from certain events as outlined within the particular contract.
While we attempt to structure all agreements to include normal protection clauses, such agreements
may not always contain, or be subject to, maximum loss clauses, and liabilities arising from them
may result in significant adverse changes to our results of operations and financial condition.
In the ordinary course of business, we may be subject to various legal proceedings and claims,
including employment disputes, patent claims, disputes over contract agreements and other
commercial disputes. In some cases, claimants seek damages, or other relief, such as royalty
payments related to patents, which, if granted, could require significant expenditures. Any such
disputes may be resolved before trial, or if litigated, may be resolved in our favor; however, the
cost of claims sustained in litigation, and costs associated with the litigation process, may not
be covered by our insurance. Such costs, and the demands on management time during such an event,
could harm our business and have a material adverse effect on our liquidity, results of operations
and financial condition.
Consolidation and deterioration in the competitive service provider market could result in a
significant decrease in our revenue.
We sell a moderate volume of products directly or indirectly to competitive service providers who
compete with the established ILECs. The competitive service provider market is experiencing a
process of consolidation. Many of our competitive service provider customers do not have a strong
financial position and have limited ability to access the public financial markets for additional
funding for growth and operations. If one or more of these competitive service providers fail, we
could face a loss in revenue and an increased bad debt expense, due to their inability to pay
outstanding invoices, as well as the corresponding decrease in customer base and future revenue.
Furthermore, significant portions of our sales to competitive service providers are made through
independent distributors. The failure of one or more competitive service providers could also
negatively affect the financial position of a distributor to the point that the distributor could
also experience business failure and/or default on payments to us.
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We depend on distributors who maintain inventories of our products. If the distributors reduce
their inventories of these products, our sales could be adversely affected.
We work closely with our distributors to monitor channel inventory levels and ensure that
appropriate levels of product are available to resellers and end users. If our distributors reduce
their levels of inventory of our products, our sales would be negatively impacted during the period
of change.
If we are unable to successfully develop relationships with system integrators, service
providers, and enterprise value added resellers, our sales may be negatively affected.
As part of our sales strategy, we are targeting system integrators (SIs), service providers (SPs),
and enterprise value added resellers (VARs). In addition to specialized technical expertise, SIs,
SPs and VARs typically offer sophisticated service capabilities that are frequently desired by
enterprise customers. In order to expand our distribution channel to include resellers with such
capabilities, we must be able to provide effective support to these resellers. If our sales,
marketing or service capabilities are not sufficient to provide effective support to such SIs, SPs
and VARs, our sales may be negatively affected, and current SI, SP and VAR partners may terminate
their relationships with us, which would adversely impact our sales and overall results of
operations.
If we fail to manage our exposure to worldwide financial and securities markets successfully,
our operating results and financial statements could be materially impacted.
We are exposed to financial market risks, including changes in interest rates and prices of
marketable equity and fixed-income securities. The primary objective of the large majority of our
investment activities is to preserve principal while at the same time achieving appropriate yields
without significantly increasing risk. To achieve this objective, a majority of our marketable
securities are investment grade municipal fixed-rate bonds, municipal variable rate demand notes
and municipal money market instruments denominated in United States dollars. We have held no
municipal auction rate securities since February 7, 2008.
We have significant investments in municipal fixed-rate bonds and municipal variable rate demand
notes. Through December 31, 2009, we have not been required to impair any of these investments;
however, we may experience a reduction in value or loss of liquidity in these investments, which
may have an adverse effect on our results of operations, liquidity and financial condition. Fixed
rate interest securities may have their fair value adversely impacted due to a rise in interest
rates, while variable rate securities may produce less income than expected if interest rates fall.
Our investments are subject to general credit, liquidity, market, and interest rate risks, which
may be exacerbated by conditions in the financial markets and related credit liquidity issues.
Consequently, our future investment income may fall short of expectation due to changes in interest
rates, or we may suffer losses in principal if we are forced to sell securities that decline in
fair value due to changes in interest rates.
Our long-term investments include $33.5 million of marketable equity securities. Because of the
strained credit markets and deteriorating equity market conditions that continued during the first
quarter of 2009, we recorded other than temporary impairment charges of $2.0 million related to our
marketable equity securities, $0.4 million related to the fixed income bond fund, and $0.5 million
related to the deferred compensation plan assets during the year ended December 31, 2009. At
December 31, 2009, our total marketable equity securities, which included more than 375 individual
securities, had net unrealized gains of $23.7 million, which includes an unrealized gain of $21.7
million related to a single security. If market conditions deteriorate in 2010, we may be required
to record additional impairment charges related to our marketable equity securities.
See Managements Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources in Item 7, Part II of this report and Quantitative and
Qualitative Disclosures about Market Risk in Item 7A, Part II of this report for more information
about our investments.
Changes in our effective tax rate or assessments arising from tax audits may have an adverse
impact on our results.
We are subject to taxation in various jurisdictions, both domestically and internationally, in
which we conduct business. Significant judgment is required in the determination of our provision
for income taxes and this determination requires the interpretation and application of complex and
sometimes uncertain tax laws and regulations. Our effective tax rate may be adversely impacted by
changes in the mix of earnings between jurisdictions with different statutory tax rates, in the
valuation of our deferred tax assets, and by changes in tax rules and regulations. For instance,
the availability and timing of lapses in the United States research and development tax credit, tax
implications of the Stock Compensation Topic of the Financial Accounting Standards Board Accounting
Standards Codification (FASB ASC), the accounting of uncertain tax positions and the amount of our
estimated tax deduction for manufacturers domestic production activities under Internal Revenue
Code Section 199 may add more variability to our future effective tax rates. We currently receive
corporate income tax credits under a
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program administered by the Alabama State Industrial Development Authority in connection with revenue bonds issued to provide funding for expansion of
our corporate facilities. We cannot be certain that the state of Alabama will continue to make
these corporate income tax credits available; therefore, we may not realize the full benefit of
these incentives, which would increase our effective tax rate. In addition, we are subject to
examination of our income tax returns by the Internal Revenue Service and various other
jurisdictions in which we conduct business. We regularly assess the likelihood of adverse outcomes
resulting from these examinations to determine the adequacy of our provision for income taxes.
There can be no assurance that the outcomes from these continuous examinations will not have an
adverse affect on our results of operations and financial condition.
Our success depends on attracting and retaining key personnel.
Our business has grown significantly since its inception. Our success is dependent in large part on
the continued employment of our executive officers, including Thomas R. Stanton, our Chief
Executive Officer, and other key management personnel. The unplanned departure of one or more of
these individuals could adversely affect our business. In addition, for ADTRAN to continue as a
successful entity we must also be able to attract and retain key engineers and technicians whose
expertise helps us maintain competitive advantages. We do not have employment contracts or
non-compete agreements with any of our employees. We believe that our future success will depend,
in large part, upon our ability to continue to attract, retain, train, and motivate highly-skilled
employees who are in great demand. Stock option grants are designed to reward employees for their
long-term contributions and to provide incentives for them to remain with us. The provisions of
the Stock Compensation Topic of the FASB ASC require us to record significantly increased
compensation costs as compared to prior accounting rules, which may cause us to restrict the
availability and amount of equity incentives provided to employees. Changes to our overall
compensation program, including our stock option incentive program, may also adversely affect our
ability to retain key employees. Properly managing our continued growth, avoiding the problems
often resulting from such growth and expansion, and continuing to operate in the manner which has
proven successful to us to date will be critical to the future success of our business.
Regulatory and potential physical impacts of climate change may affect our customers and our
production operations, resulting in adverse affects on our operating results.
There is a growing political and scientific consensus that emissions of greenhouse gases continue
to alter the composition of the atmosphere, affecting large-scale weather patterns and the global
climate. It appears that some form of U.S. federal regulation related to greenhouse gas emissions
may occur, and any such regulation could result in the creation of additional costs in the form of
taxes or emission allowances. The impact of any future legislation, regulations or product
specification requirements on our products and business operations is dependent on the design of
the final mandate or standard, so we are unable to predict its significance at this time.
The potential physical impacts of climate change on our customers, suppliers, and on our operations
are highly uncertain, and will be particular to the circumstances developing in various
geographical regions. These may include changes in weather patterns (including drought and rainfall
levels), water availability, storm patterns and intensities, ocean levels and temperature levels.
These potential physical effects may adversely affect our revenues, costs, production and delivery
schedules, and cause harm to our results of operations and financial condition.
While we believe our internal control over financial reporting is adequate, a failure to
maintain effective internal control over financial reporting as our business expands could
result in a loss of investor confidence in our financial reports and have an adverse effect on
our stock price.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we assess the effectiveness of our
internal control over financial reporting as of the end of our fiscal year, and issue a report that
states whether or not such internal control is effective. Compliance with these requirements
requires significant cost and the commitment of time and staff resources. Expansion of our
business, particularly in international geographies, will necessitate ongoing changes to our
internal control systems, processes and information systems. We cannot be certain that as this
expansion occurs, our current design for internal control over financial reporting will be
sufficient to enable management or our independent registered public accounting firm to determine
that our internal control is effective for any period, or on an ongoing basis. If we or our
independent registered public accounting firm are unable to assert that our internal control over
financial reporting is effective, we could lose investor confidence in the accuracy and
completeness of our financial statements, which could have an adverse effect on our stock price.
The price of our common stock has been volatile and may continue to fluctuate significantly.
Our common stock is traded on the NASDAQ Global Select Market under the symbol ADTN. Since our
initial public offering in August 1994, there has been, and may continue to be, significant
volatility in the market for our common stock, based on a variety of factors, including factors
listed in this section, some of which are beyond our control.
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ITEM 1B. |
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UNRESOLVED STAFF COMMENTS |
None.
Our headquarters and principal administrative, engineering and manufacturing facilities are
located on an 80-acre campus in Cummings Research Park in Huntsville, Alabama. Two office
buildings contain 440,000 and 600,000 square feet, respectively, and serve both our Carrier
Networks and Enterprise Networks Divisions. These facilities can accommodate up to 3,000 employees.
We lease a 17,800 square foot engineering facility in Phoenix, Arizona and a 13,400 square foot
engineering facility in Mountain View, California that are used to develop products sold by our
Carrier Networks Division.
In addition to our facilities listed above, we lease additional office space in the United States
and abroad, providing sales and service support for both of our divisions. The leased offices in
the United States are located in Chesterfield, MO; Kansas City, MO; Littleton, CO; and Milford, MI.
We also lease one office in each of the following locations: Melbourne and Sydney, Australia;
Montreal, Ottawa, and Toronto, Canada; Mexico, D.F., Mexico; Hong Kong and Beijing, China;
Singapore; and Bramley, United Kingdom. These cancelable and non-cancelable leases expire at
various times through 2013. For more information, see Note 10 of the Notes to Consolidated
Financial Statements included in this report.
We also have numerous sales and support staff operating from home-based offices serving both our
Carrier Networks and Enterprise Networks Divisions, which are located within the United States and
abroad.
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|
ITEM 3. |
|
LEGAL PROCEEDINGS |
We have been involved from time to time in litigation in the normal course of our business. We
are not aware of any pending or threatened litigation matters that could have a material adverse
effect on us.
|
|
|
ITEM 4. |
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
No matter was submitted by ADTRAN to a vote of security holders during the fiscal quarter
ended December 31, 2009.
|
|
|
ITEM 4A. |
|
EXECUTIVE OFFICERS OF THE REGISTRANT |
Set forth below, in accordance with General Instruction G (3) of Form 10-K and Instruction 3
of Item 401(b) of Regulation S-K, is certain information regarding the executive officers of
ADTRAN. Unless otherwise indicated, the information set forth is as of December 31, 2009.
|
|
|
Thomas R. Stanton |
|
Age 45 |
2007 to present |
|
Chief Executive Officer and Chairman of the Board |
2005 2007 |
|
Chief Executive Officer and Director |
2001 2005 |
|
Senior Vice President and General Manager, Carrier Networks |
1999 2001 |
|
Vice President and General Manager, Carrier Networks |
1995 1999 |
|
Vice President, Carrier Networks Marketing |
1995 |
|
Vice President, Marketing & Engineering Transcrypt International, Inc. |
1994 1995 |
|
Senior Director, Marketing E.F. Johnson Company |
1993 1994 |
|
Director, Marketing E.F. Johnson Company |
|
|
|
James E. Matthews |
|
Age 53 |
2007 to present |
|
Senior Vice President Finance, Chief Financial Officer, Treasurer, Secretary and Director |
2001 2007 |
|
Senior Vice President Finance, Chief Financial Officer and Treasurer |
1999 2001 |
|
Chief Financial Officer Home Wireless Networks, Inc. |
1998 1999 |
|
Chief Executive Officer Miltope Group, Inc. |
1995 1998 |
|
Vice President, Finance and Chief Financial Officer Miltope Group, Inc. |
1992 1995 |
|
Controller Hughes Training, Inc. |
22
|
|
|
Michael K. Foliano |
|
Age 49 |
2006 to present |
|
Senior Vice President Global Operations |
2005 2006 |
|
Senior Vice President, Sales, Services and Supply Chain Somera Communications Inc. |
2004 2005 |
|
Senior Vice President, Global Operations Somera Communications, Inc. |
2002 2004 |
|
Senior Director, Global Logistics and Customer Operations Lucent Technologies |
2001 2002 |
|
Executive General Manager, Mobility Supply Chain Lucent Technologies |
2000 2001 |
|
Stanford University Sloan Fellow Lucent Technologies |
1997 2000 |
|
Vice President, Global Provisioning Center Lucent Technologies |
1995 1997 |
|
Manufacturing Operations Plant Manager Lucent Technologies/AT&T Network Systems |
|
|
|
Raymond R. Schansman |
|
Age 53 |
2006 to present |
|
Senior Vice President and General Manager, Enterprise Networks |
2001 2006 |
|
Vice President, Carrier Networks Engineering |
1998 2001 |
|
Engineering Director, Carrier Networks Systems |
1996 1998 |
|
Engineering Manager, Enterprise Networks Systems |
1989 1996 |
|
Program Manager SCI Systems, Inc. |
1986 1989 |
|
Vice President, System and Product Engineering General Digital Industries |
1983 1986 |
|
Senior Design Engineer General Digital Industries |
|
|
|
James D. Wilson, Jr. |
|
Age 39 |
2006 to present |
|
Senior Vice President and General Manager, Carrier Networks |
2005 2006 |
|
Vice President, Product Marketing, Carrier Networks |
2002 2005 |
|
Director, Product Management, Carrier Networks |
1998 2002 |
|
Director, Product Management, Loop Technologies, Carrier Networks |
1996 1998 |
|
Manager, Engineering Operations Wyle Laboratories, Inc. |
1992 1996 |
|
Manager, Program Development Wyle Laboratories, Inc. |
|
|
|
Robert A. Fredrickson |
|
Age 59 |
1996 to present |
|
Vice President Carrier Networks Sales |
1996 |
|
Vice President, Broadband Business Development DSC Communications Corporation |
1991 1996 |
|
Senior Director, Access Products DSC Communications Corporation |
|
|
|
P. Steven Locke |
|
Age 61 |
2005 to present |
|
Vice President Service Provider Sales |
2000 2005 |
|
Vice President, Marketing, Carrier Networks |
1999 2000 |
|
Vice President Sprint Local Division Sales for Lucent Technologies |
1997 1999 |
|
Senior Director of Sales ADTRAN, Inc. |
1993 1997 |
|
Vice President and General Manager, Business Network Group, Sprint North Supply |
|
|
|
Kevin W. Schneider |
|
Age 46 |
2003 to present |
|
Vice President Chief Technology Officer |
1999 2003 |
|
Vice President Technology |
1996 1999 |
|
Chief Scientist |
1992 1996 |
|
Staff Scientist |
There are no family relationships among our directors or executive officers. All officers are
elected annually by, and serve at the discretion of, the Board of Directors of ADTRAN.
23
PART II
|
|
|
ITEM 5. |
|
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES |
ADTRANs common stock is traded on the NASDAQ Global Select Market under the symbol ADTN. As
of February 5, 2010, ADTRAN had 273 stockholders of record and approximately 32,348 beneficial
owners of shares held in street name. The following table shows the high and low closing prices
per share for our common stock as reported by NASDAQ for the periods indicated.
Common Stock Prices
|
|
|
|
|
|
|
|
|
|
|
High |
|
|
Low |
|
2009 |
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
16.71 |
|
|
$ |
13.84 |
|
Second Quarter |
|
$ |
21.49 |
|
|
$ |
16.70 |
|
Third Quarter |
|
$ |
25.04 |
|
|
$ |
20.74 |
|
Fourth Quarter |
|
$ |
25.71 |
|
|
$ |
20.44 |
|
2008 |
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
21.17 |
|
|
$ |
17.32 |
|
Second Quarter |
|
$ |
25.68 |
|
|
$ |
18.86 |
|
Third Quarter |
|
$ |
26.06 |
|
|
$ |
19.04 |
|
Fourth Quarter |
|
$ |
19.58 |
|
|
$ |
12.31 |
|
The following table shows the dividends paid in each quarter of 2009 and 2008. The Board of
Directors presently anticipates that it will declare a regular quarterly dividend so long as the
present tax treatment of dividends exists and adequate levels of liquidity are maintained.
Dividends per Common Share
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
0.09 |
|
|
$ |
0.09 |
|
Second Quarter |
|
$ |
0.09 |
|
|
$ |
0.09 |
|
Third Quarter |
|
$ |
0.09 |
|
|
$ |
0.09 |
|
Fourth Quarter |
|
$ |
0.09 |
|
|
$ |
0.09 |
|
Stock Repurchases
The following table sets forth ADTRANs repurchases of its common stock for the months indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Maximum Number |
|
|
|
Total |
|
|
|
|
|
|
Shares Purchased as |
|
|
of Shares that May |
|
|
|
Number of |
|
|
|
|
|
|
Part of Publicly |
|
|
Yet Be Purchased |
|
|
|
Shares |
|
|
Average Price Paid |
|
|
Announced Plans or |
|
|
Under the Plans or |
|
Period |
|
Purchased |
|
|
per Share |
|
|
Programs (1) |
|
|
Programs |
|
October 1, 2009 October 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,294,691 |
|
November 1, 2009 November 30,
2009 |
|
|
596,115 |
|
|
$ |
22.00 |
|
|
|
596,115 |
|
|
|
2,698,576 |
|
December 1, 2009 December 31,
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,698,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
596,115 |
|
|
$ |
22.00 |
|
|
|
596,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On April 14, 2008, ADTRANs Board of Directors approved the repurchase of up to
5,000,000 shares of its common stock. This plan is being implemented through open market
purchases from time to time as conditions warrant. |
24
|
|
|
ITEM 6. |
|
SELECTED FINANCIAL DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement Data (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrier Networks Division |
|
$ |
371,349 |
|
|
$ |
392,219 |
|
|
$ |
358,023 |
|
|
$ |
356,606 |
|
|
$ |
386,051 |
|
Enterprise Networks Division |
|
|
112,836 |
|
|
|
108,457 |
|
|
|
118,755 |
|
|
|
116,102 |
|
|
|
127,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales |
|
|
484,185 |
|
|
|
500,676 |
|
|
|
476,778 |
|
|
|
472,708 |
|
|
|
513,215 |
|
Cost of sales |
|
|
197,223 |
|
|
|
201,771 |
|
|
|
193,792 |
|
|
|
193,747 |
|
|
|
209,895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
286,962 |
|
|
|
298,905 |
|
|
|
282,986 |
|
|
|
278,961 |
|
|
|
303,320 |
|
Selling, general, and administrative expenses |
|
|
99,446 |
|
|
|
103,286 |
|
|
|
103,329 |
|
|
|
102,646 |
|
|
|
96,411 |
|
Research and development expenses |
|
|
83,285 |
|
|
|
81,819 |
|
|
|
75,367 |
|
|
|
70,700 |
|
|
|
62,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
104,231 |
|
|
|
113,800 |
|
|
|
104,290 |
|
|
|
105,615 |
|
|
|
144,255 |
|
Interest and dividend income |
|
|
6,933 |
|
|
|
8,708 |
|
|
|
11,521 |
|
|
|
13,493 |
|
|
|
10,001 |
|
Interest expense |
|
|
(2,430 |
) |
|
|
(2,514 |
) |
|
|
(2,502 |
) |
|
|
(2,532 |
) |
|
|
(2,535 |
) |
Net realized investment gain (loss) |
|
|
(1,297 |
) |
|
|
(2,409 |
) |
|
|
498 |
|
|
|
1,379 |
|
|
|
1,712 |
|
Other income (expense), net |
|
|
131 |
|
|
|
688 |
|
|
|
764 |
|
|
|
570 |
|
|
|
(59 |
) |
Life insurance proceeds |
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
107,568 |
|
|
|
118,273 |
|
|
|
115,571 |
|
|
|
118,525 |
|
|
|
153,374 |
|
Provision for income taxes |
|
|
33,347 |
|
|
|
39,692 |
|
|
|
39,236 |
|
|
|
40,192 |
|
|
|
52,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
74,221 |
|
|
$ |
78,581 |
|
|
$ |
76,335 |
|
|
$ |
78,333 |
|
|
$ |
101,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Weighted average shares outstanding basic |
|
|
62,459 |
|
|
|
63,549 |
|
|
|
67,848 |
|
|
|
73,451 |
|
|
|
75,775 |
|
Weighted average shares outstanding assuming
dilution (2) |
|
|
63,356 |
|
|
|
64,408 |
|
|
|
69,212 |
|
|
|
75,197 |
|
|
|
77,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share basic |
|
$ |
1.19 |
|
|
$ |
1.24 |
|
|
$ |
1.13 |
|
|
$ |
1.07 |
|
|
$ |
1.33 |
|
Earnings per common share assuming dilution (2) |
|
$ |
1.17 |
|
|
$ |
1.22 |
|
|
$ |
1.10 |
|
|
$ |
1.04 |
|
|
$ |
1.30 |
|
Dividends declared and paid per common share |
|
$ |
0.36 |
|
|
$ |
0.36 |
|
|
$ |
0.36 |
|
|
$ |
0.36 |
|
|
$ |
0.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data (In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, |
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Working capital (3) |
|
$ |
278,044 |
|
|
$ |
212,740 |
|
|
$ |
251,261 |
|
|
$ |
219,636 |
|
|
$ |
344,305 |
|
Total assets |
|
$ |
564,463 |
|
|
$ |
473,615 |
|
|
$ |
479,220 |
|
|
$ |
539,658 |
|
|
$ |
651,720 |
|
Total debt |
|
$ |
48,250 |
|
|
$ |
48,750 |
|
|
$ |
49,000 |
|
|
$ |
49,500 |
|
|
$ |
50,000 |
|
Stockholders equity |
|
$ |
452,515 |
|
|
$ |
375,819 |
|
|
$ |
378,431 |
|
|
$ |
435,956 |
|
|
$ |
542,171 |
|
|
|
|
(1) |
|
Net income for 2009, 2008, 2007 and 2006 includes stock-based compensation expense under
the Stock Compensation Topic of the Financial Accounting Standards Board Accounting Standards
Codification of $6.4 million, $6.7 million, $7.1 million and $7.2 million, respectively, net
of tax, related to stock option awards. See Note 2 of Notes to the Consolidated Financial
Statements. |
|
(2) |
|
Assumes exercise of dilutive stock options calculated under the treasury method. See Notes 1
and 11 of Notes to Consolidated Financial Statements. |
|
(3) |
|
ADTRANs working capital consists of current assets less current liabilities. |
25
|
|
|
ITEM 7. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Overview
ADTRAN, Inc. designs, manufactures, markets and services network access solutions for
communications networks. Our solutions are widely deployed by providers of telecommunications
services (serviced by our Carrier Networks Division), and small and mid-sized businesses (SMBs) and
enterprises (serviced by our Enterprise Networks Division), and enable voice, data, video and
Internet communications across wireline and wireless networks. Many of these solutions are
currently in use by every major United States service provider and many global ones, as well as by
many public, private and governmental organizations worldwide.
Our success depends upon our ability to increase unit volume and market share through the
introduction of new products and succeeding generations of products having lower selling prices and
increased functionality as compared to both the prior generation of a product and to the products
of competitors. An important part of our strategy is to reduce the cost of each succeeding product
generation and then lower the products selling price based on the cost savings achieved in order
to gain market share and/or improve gross margins. As a part of this strategy, we seek in most
instances to be a high-quality, low-cost provider of products in our markets. Our success to date
is attributable in large measure to our ability to design our products initially with a view to
their subsequent redesign, allowing both increased functionality and reduced manufacturing costs in
each succeeding product generation. This strategy enables us to sell succeeding generations of
products to existing customers, while increasing our market share by selling these enhanced
products to new customers.
Our three major product categories are Carrier Systems, Business Networking and Loop Access.
Carrier Systems products are used by communications service providers to provide last mile access
in support of data, voice and video services to consumers and enterprises. The Carrier Systems
category includes our broadband access products comprised of Total Access® 5000 multi-service
access and aggregation platform products, Total Access 1100/1200 Series Fiber-To-The-Node (FTTN)
products, and Digital Subscriber Line Access Multiplexer (DSLAM) products. Our broadband access
products are used by service providers to deliver high-speed Internet access, Voice over Internet
Protocol (VoIP), IP Television (IPTV), and/or Ethernet services from the central office or remote
terminal locations to customer premises. The Carrier Systems category also includes our optical
access products. These products consist of optical access multiplexers including our family of
OPTI products. Optical access products are used to deliver higher bandwidth services, or to
aggregate large numbers of low bandwidth services for transportation across fiber optic
infrastructure. Total Access 1500 products, 303 concentrator products, M13 multiplexer products,
and mobile backhaul products are also included in the Carrier Systems product category.
Business Networking products provide access to telecommunication services, facilitating the
delivery of converged services and Unified Communications to the SMB and Enterprise markets. The
Business Networking category includes Internetworking products, Optical Network Terminals (ONTs),
and Integrated Access Devices (IADs). Internetworking products consist of our Total Access IP
Business Gateways and NetVanta product lines. NetVanta products include multi-service routers,
managed Ethernet switches, IP Private Branch Exchange (PBX) products, IP phone products, Unified
Communications solutions, and Carrier Ethernet Network Terminating Equipment.
Loop Access products are used by carrier and enterprise customers for access to copper-based
telecommunications networks. The Loop Access category includes products such as: Digital Data
Service (DDS) and Integrated Services Digital Network (Total Reach) products, High bit-rate Digital
Subscriber Line (HDSL) products including Total Access 3000 HDSL and Time Division
Multiplexed-Symmetrical HDSL (TDM-SHDSL) products, T1/E1/T3, Channel Service Units/Data Service
Units, and TRACER fixed wireless products.
In addition, we identify sub-categories of product revenues, which we divide into growth products,
representing our primary growth areas, and traditional products. Our growth products consist of
Broadband Access and Optical Access products (included in Carrier Systems) and Internetworking
products (included in Business Networking) and our traditional products include HDSL products
(included in Loop Access) and other products. Many of our customers are migrating their networks
to deliver higher bandwidth services by utilizing newer technologies. We believe that products in
our primary growth areas position us well for this migration. We anticipate that revenues of many
of our traditional products, including HDSL, although declining, may continue for years because of
the time required for our customers to transition to newer technologies.
Sales were $484.2 million in 2009 compared to $500.7 million in 2008 and $476.8 million in 2007.
Sales increased in each of our primary growth areas, Broadband Access, Optical Access and
Internetworking. Total sales of products in these three growth areas increased 13.5% in 2009
compared to 2008 and 23.0% in 2008 compared to 2007. Our gross profit margin decreased in 2009 to
59.3% from 59.7% in 2008 and 59.4% in 2007, and our operating income margin decreased to 21.5% in
2009 compared to 22.7% in 2008 and 21.9% in 2007. Net income was $74.2 million in 2009 compared to
$78.6 million in 2008 and $76.3 million in 2007. Earnings per share, assuming dilution, were $1.17
in 2009 compared to $1.22 in 2008 and $1.10 in 2007. Earnings per share in 2009, 2008 and 2007
reflect the repurchase of 0.8 million, 3.1 million and 5.8 million shares of our stock,
respectively.
26
Our operating results have fluctuated on a quarterly basis in the past, and may vary significantly
in future periods due to a number of factors. We normally operate with very little order backlog.
A majority of our sales in each quarter result from customer orders received in that quarter under
agreements containing non-binding purchase commitments. Many of our customers require prompt
delivery of products. This results in a limited backlog of orders and requires us to maintain
sufficient inventory levels to satisfy anticipated customer demand. If near-term demand for our
products declines, or if potential sales in any quarter do not occur as anticipated, our financial
results could be adversely affected. Operating expenses are relatively fixed in the short term;
therefore, a shortfall in quarterly revenues could significantly impact our financial results in a
given quarter.
Our operating results may also fluctuate as a result of a number of other factors, including a
decline in general economic and market conditions, increased competition, customer order patterns,
changes in product mix, timing differences between price decreases and product cost reductions,
product warranty returns, expediting costs and announcements of new products by us or our
competitors. Additionally, maintaining sufficient inventory levels to assure prompt delivery of
our products increases the amount of inventory that may become obsolete and increases the risk that
the obsolescence of this inventory may have an adverse effect on our business and operating
results. Also, not maintaining sufficient inventory levels to assure prompt delivery of our
products may cause us to incur expediting costs to meet customer delivery requirements, which may
negatively impact our operating results in a given quarter.
Accordingly, our historical financial performance is not necessarily a meaningful indicator of
future results, and, in general, management expects that our financial results may vary from period
to period. See Note 12 of Notes to Consolidated Financial Statements. For a discussion of risks
associated with our operating results, see Item 1A of this report.
Critical Accounting Policies and Estimates
An accounting policy is deemed to be critical if it requires an accounting estimate to be made
based on assumptions about matters that are highly uncertain at the time the estimate is made, if
different estimates reasonably could have been used, or if changes in the accounting estimate that
are reasonably likely to occur could materially impact the results of financial operations. We
believe the following critical accounting policies affect our more significant judgments and
estimates used in the preparation of our consolidated financial statements. These policies have
been consistently applied across our two reportable segments: (1) Carrier Networks Division and (2)
Enterprise Networks Division.
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We review customer contracts to determine if all of the requirements for revenue
recognition have been met prior to recording revenues from sales transactions. We generally
record sales revenue upon shipment of our products, net of any rebates or discounts, since:
(i) we generally do not have significant post-delivery obligations, (ii) the product price
is fixed or determinable, (iii) collection of the resulting receivable is probable, and
(iv) product returns are reasonably estimable. We generally ship products upon receipt of a
purchase order from a customer. We evaluate shipping terms and we record revenue on
products shipped in accordance with the terms of each respective contract where applicable,
or under our standard shipping terms for purchase orders accepted without a contract,
generally FOB shipping point. In the case of consigned inventory, revenue is recognized
when the customer assumes ownership of the product. When contracts contain multiple
elements, contract interpretation is sometimes required to determine the appropriate
accounting, including whether the deliverables specified in a multiple element contract
should be treated as separate units of accounting for revenue recognition purposes, and, if
so, how the price should be allocated among the elements and when to recognize revenue for
each element. We record revenue associated with installation services when the installation
and all contractual obligations are complete. When contracts include both installation and
product sales, the installation is considered as a separate deliverable item. Either the
purchaser, ADTRAN, or a third party can perform installation of our products. Revenues
related to maintenance services are recognized on a straight line basis over the contract
term. |
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Sales returns are accrued based on historical sales return experience, which we believe
provides a reasonable estimate of future returns. A significant portion of Enterprise
Networks products are sold in the United States through a non-exclusive distribution
network of major technology distributors. These organizations then distribute to an
extensive network of value-added resellers and system integrators. Value-added resellers
and system integrators may be affiliated with us as a channel partner, or they may purchase
from the distributor on an unaffiliated basis. Additionally, with certain limitations, our
distributors may return unused and unopened product for stock-balancing purposes when these
returns are accompanied by offsetting orders for products of equal or greater value. |
27
We participate in cooperative advertising and market development programs with certain
customers. We use these programs to reimburse customers for certain forms of advertising, and
in general, to allow our customers credits up to a specified percentage of their net
purchases. Our costs associated with these programs are estimated and accrued at the time of
sale and are included in selling, general and administrative expenses in our consolidated
statements of income. We also participate in rebate programs to provide sales incentives for
certain products. Our costs associated with these programs are estimated and accrued at the
time of sale and are recorded as a reduction of sales in our consolidated statements of
income.
Prior to issuing payment terms to a new customer, we perform a detailed credit review of the
customer. Credit limits and payment terms are established for each new customer based on the
results of this credit review. Collection experience is reviewed periodically in order to
determine if the customers payment terms and credit limits need to be revised. We maintain
allowances for doubtful accounts for losses resulting from the inability of our customers to
make required payments. If the financial condition of our customers deteriorates, resulting
in an impairment of their ability to make payments, we may be required to make additional
allowances. If circumstances change with regard to individual receivable balances that have
previously been determined to be uncollectible (and for which a specific reserve has been
established), a reduction in our allowance for doubtful accounts may be required. Our
allowance for doubtful accounts was $0.1 million at December 31, 2009 and $38 thousand at
December 31, 2008.
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We carry our inventory at the lower of cost or market, with cost being determined using
the first-in, first-out method. We use standard costs for material, labor, and
manufacturing overhead to value our inventory. Our standard costs are updated on at least a
quarterly basis and any variances are expensed in the current period; therefore, our
inventory costs approximate actual costs at the end of each reporting period. We write down
our inventory for estimated obsolescence or unmarketable inventory by an amount equal to
the difference between the cost of inventory and the estimated fair value based upon
assumptions about future demand and market conditions. If actual future demand or market
conditions are less favorable than those projected by management, we may be required to
make additional inventory write-downs. Our reserve for excess and obsolete inventory was
$7.8 million and $7.7 million at December 31, 2009 and 2008, respectively. Inventory
write-downs charged to the reserve were $1.7 million, $1.0 million and $1.6 million for the
years ended December 31, 2009, 2008 and 2007, respectively. |
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The objective of our short-term investment policy is to preserve principal and maintain
adequate liquidity with appropriate diversification, while emphasizing market returns. The
objective of our long-term investment policy is principal preservation and total return;
that is, the aggregate return from capital appreciation, dividend income, and interest
income. These objectives are achieved through investments with appropriate diversification
in fixed and variable rate income securities, public equity, and private equity portfolios.
We have experienced significant volatility in the market prices of our publicly traded
equity investments. These investments are recorded on the consolidated balance sheets at
fair value with unrealized gains and losses reported as a component of accumulated other
comprehensive income, net of tax. The ultimate realized value on these equity investments
is subject to market price volatility. |
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In accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC, we have
categorized our cash equivalents held in money market funds and our investments held at fair
value into a three-level fair value hierarchy based on the priority of the inputs to the
valuation technique for the cash equivalents and investments as follows: Level 1 Values
based on unadjusted quoted prices for identical assets or liabilities in an active market;
Level 2 Values based on quoted prices in markets that are not active or model inputs that
are observable either directly or indirectly for substantially the full term of the asset or
liability; Level 3 Values based on prices or valuation techniques that require inputs that
are both unobservable and significant to the overall fair value measurement. These inputs
include information supplied by investees. At December 31, 2009, we categorized $246.1
million and $38.1 million of our available-for-sale investments as Level 2 and Level 1,
respectively, and $18.4 million of our cash equivalents as Level 1. |
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We review our investment portfolio for potential other-than-temporary declines in
value on an individual investment basis. We assess, on a quarterly basis, significant
declines in value which may be considered other-than-temporary and, if necessary, recognize
and record the appropriate charge to write-down the carrying value of such investments. In
making this assessment, we take into consideration qualitative and quantitative information,
including but not limited to the following: the magnitude and duration of historical declines
in market prices, credit rating activity, assessments of liquidity, public filings, and
statements made by the issuer. We generally begin our identification of potential
other-than-temporary impairments by reviewing any security with a fair value that has
declined from its original or adjusted cost basis by 25% or more for six or more consecutive
months. We then evaluate the individual security based on the previously identified factors
to determine the amount of the write-down, if any. As a result of our review, we did not
record any other-than-temporary impairment
charge during the fourth quarter of 2009. For the years ended December 31, 2009, 2008 and
2007, we recorded charges of $2.9 million, $2.4 million and $0.1 million, respectively,
related to the other-than-temporary impairment of certain publicly traded equity securities,
a fixed income bond fund, and deferred compensation assets. Actual losses, if any, could
ultimately differ from these estimates. Future adverse changes in market conditions or poor
operating results of underlying investments could result in additional losses that may not be
reflected in an investments current carrying value, thereby possibly requiring an impairment
charge in the future. See Note 3 of Notes to the Consolidated Financial Statements in this
report for more information about our investments. |
28
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We also invest in privately held entities and private equity funds and record these
investments at cost. We review these investments periodically in order to determine if
circumstances (both financial and non-financial) exist that indicate that we will not
recover our initial investment. Impairment charges are recorded on investments having a
cost basis that is greater than the value that we would reasonably expect to receive in
an arms length sale of the investment. We have not been required to record any
impairment losses relating to these investments in 2009, 2008 or 2007. |
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For purposes of determining the estimated fair value of our stock option awards on the
date of grant under the Stock Compensation Topic of the FASB ASC, we use the Black-Scholes
Model. This model requires the input of certain assumptions that require subjective
judgment. These assumptions include, but are not limited to, expected stock price
volatility over the term of the awards and actual and projected employee stock option
exercise behaviors. Because our stock option awards have characteristics significantly
different from those of traded options, and because changes in the input assumptions can
materially affect the fair value estimate, the existing model may not provide a reliable
single measure of the fair value of our stock option awards. For purposes of determining
the estimated fair value of our performance-based restricted stock unit awards on the date
of grant, we use the Monte Carlo Simulation valuation method. The restricted stock units
are subject to a market condition based on the relative total shareholder return of ADTRAN
against a peer group of companies and vest at the end of a three-year performance period.
Management will continue to assess the assumptions and methodologies used to calculate the
estimated fair value of stock-based compensation. Circumstances may change and additional
data may become available over time, which could result in changes to these assumptions
and methodologies and thereby materially impact our fair value determination. If factors
change and we use different assumptions in the application of the Stock Compensation Topic
of the FASB ASC in future periods, the compensation expense that we record may differ
significantly from what we have recorded in the current period. |
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We estimate our income tax provision or benefit in each of the jurisdictions in which we
operate, including estimating exposures related to examinations by taxing authorities. We
also make judgments regarding the realization of deferred tax assets, and establish
reserves where we believe it is more likely than not that future taxable income in certain
jurisdictions will be insufficient to realize these deferred tax assets in accordance with
the Income Taxes Topic of the FASB ASC. Our estimates regarding future taxable income and
income tax provision or benefit may vary due to changes in market conditions, changes in
tax laws, or other factors. If our assumptions, and consequently our estimates, change in
the future, the valuation allowances we have established may be increased or decreased,
impacting future income tax expense. For 2009 and 2008 respectively, the valuation
allowance was $5.3 million and $1.6 million. As of December 31, 2009, we have state
research tax credit carry-forwards of $1.8 million, which will expire between 2015 and
2024. These carry-forwards were caused by tax credits in excess of our annual tax
liabilities to an individual state where we no longer generate sufficient state income. In
addition, as of December 31, 2009, we have net operating loss carry-forwards of $3.8
million which will expire between 2014 and 2029. These carry-forwards are the result of a
foreign acquisition in 2009. The acquired net operating losses are in excess of the amount
of estimated earnings. In accordance with the Income Taxes Topic of the FASB ASC, we
believe it is more likely than not that we will not realize the benefits of our deferred
tax asset arising from these credits and net operating losses, and accordingly, have
provided a valuation allowance against them. This valuation allowance is included in
non-current deferred tax liabilities in the accompanying balance sheets. |
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Our products generally include warranties of one to ten years for product defects. We
accrue for warranty returns at the time revenue is recognized based on our estimate of the
cost to repair or replace the defective products. We engage in extensive product quality
programs and processes, including actively monitoring and evaluating the quality of our
component suppliers. Our products continue to become more complex in both size and
functionality as many of our product offerings migrate from line card applications to
systems products. The increasing complexity of our products will cause warranty
incidences, when they arise, to be more costly. Our estimates regarding future warranty
obligations may change due to product failure rates, material usage, and other rework costs
incurred in correcting a product failure. In addition, from time to time, specific warranty
accruals may be recorded if unforeseen problems arise. Should our actual experience
relative to these factors be worse than our estimates, we will be required to record
additional warranty expense. Alternatively, if we provide for more reserves than we
require, we will reverse a portion of such provisions in future periods. The liability for
warranty returns totaled $2.8 million at December 31, 2009 and 2008, respectively. These
liabilities are included in accrued expenses in the accompanying consolidated balance
sheets. |
29
Results of Operations
The following table presents selected financial information derived from our consolidated
statements of income expressed as a percentage of sales for the years indicated.
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Year Ended December 31, |
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2009 |
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2008 |
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2007 |
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Sales |
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Carrier Networks Division |
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76.7 |
% |
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78.3 |
% |
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75.1 |
% |
Enterprise Networks Division |
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23.3 |
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21.7 |
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24.9 |
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Total sales |
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100.0 |
% |
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100.0 |
% |
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100.0 |
% |
Cost of sales |
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40.7 |
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40.3 |
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40.6 |
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Gross profit |
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59.3 |
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59.7 |
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59.4 |
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Selling, general and administrative expenses |
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20.5 |
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20.6 |
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21.7 |
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Research and development expenses |
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17.2 |
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16.4 |
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15.8 |
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Operating income |
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21.6 |
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22.7 |
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21.9 |
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Interest and dividend income |
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1.4 |
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1.7 |
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2.4 |
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Interest expense |
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(0.5 |
) |
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(0.5 |
) |
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(0.5 |
) |
Net realized investment gain (loss) |
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(0.3 |
) |
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(0.5 |
) |
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0.1 |
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Other income, net |
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0.2 |
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0.1 |
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Life insurance proceeds |
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0.2 |
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Income before provision for income taxes |
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22.2 |
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23.6 |
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24.2 |
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Provision for income taxes |
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6.9 |
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7.9 |
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8.2 |
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Net income |
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15.3 |
% |
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15.7 |
% |
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16.0 |
% |
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2009 Compared to 2008
Sales
ADTRANs sales decreased 3.3% from $500.7 million in 2008 to $484.2 million in 2009. This decrease
in sales is primarily attributable to a $46.6 million decrease in sales of HDSL and other
traditional products, partially offset by a $9.1 million increase in sales of our Broadband Access
products, a $6.8 million increase in sales of our Optical Access products, and a $14.2 million
increase in sales of our Internetworking products.
Carrier Networks sales decreased 5.3% from $392.2 million in 2008 to $371.3 million in 2009. The
decrease is primarily attributable to decreases in HDSL, DDS, and other traditional TDM products
sales, partially offset by an increase in Broadband Access and Optical Access product sales.
Enterprise Networks sales increased 4.0% from $108.5 million in 2008 to $112.8 million in 2009.
The increase is primarily attributable to an increase in sales of Internetworking products,
partially offset by declines in sales of traditional IAD products, and Enterprise T1 products.
Internetworking product sales were 67.4% of Enterprise Network sales in 2009 compared with 58.3% in
2008. Traditional products primarily comprise the remainder of Enterprise Networks sales.
Enterprise Networks sales as a percentage of total sales increased from 21.7% in 2008 to 23.3% in
2009.
International sales, which are included in the Carrier Networks and Enterprise Networks amounts
discussed above, decreased 7.7% from $30.1 million in 2008 to $27.8 million in 2009. International
sales, as a percentage of total sales, decreased from 6.0% in 2008 to 5.7% in 2009. International
sales in 2009 decreased primarily due to a decline in macroeconomic conditions.
Carrier Systems product sales increased $9.5 million in 2009 compared to 2008 primarily due to a
$9.1 million increase in Broadband Access product sales and a $6.8 million increase in Optical
Access product sales. These increases were primarily attributable to increased shipments of our
Total Access® 5000 products, our OPTI family of products and continuing deployments of FTTN
products, resulting from market share gains across all major market segments. Partially offsetting
these increases were decreases in TDM and other traditional product sales as customers shifted
emphasis to newer technologies. Many of these newer technologies are integral to our Broadband
Access and Optical Access product areas.
Business Networking product sales increased $10.9 million in 2009 compared to 2008 due to a $14.2
million increase in Internetworking product sales, primarily as a result of market share gains in
SMB and distributed enterprise applications. Partially
offsetting this increase in Internetworking product sales was a decline in sales of traditional IAD
products as customers shifted emphasis to newer technologies. Many of these newer technologies are
integral to our Internetworking product area.
30
Loop Access product sales decreased $36.9 million in 2009 compared to 2008 primarily due to
declines in HDSL, Enterprise T1, and DDS product sales.
Cost of Sales
Cost of sales increased from 40.3% of sales in 2008 to 40.7% of sales in 2009. The increase in
cost of sales as a percentage of sales is primarily related to costs incurred to expedite delivery
of materials and costs related to a new product release, which were partially offset by cost
reductions generated through improved manufacturing efficiencies.
Carrier Networks cost of sales increased from 39.8% of sales in 2008 to 40.8% of sales in 2009.
The increase was primarily related to costs incurred to expedite delivery of materials and costs
related to a new product release.
Enterprise Networks cost of sales decreased from 42.2% of sales in 2008 to 40.4% of sales in 2009.
The decrease was primarily related to lower freight costs and other cost reductions generated
through improved manufacturing efficiencies.
An important part of our strategy is to reduce the product cost of each succeeding product
generation and then to lower the products price based on the cost savings achieved. This may cause
variations in our gross profit percentage due to timing differences between the recognition of cost
reductions and the lowering of product selling prices.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses decreased 3.7% from $103.3 million, or 20.6% of sales
in 2008, to $99.4 million, or 20.5% of sales in 2009. Selling, general, and administrative
expenses include personnel costs for administration, finance, information systems, human resources,
sales and marketing, and general management, as well as rent, utilities, legal and accounting
expenses, bad debt expense, advertising, promotional material, trade show expenses, and related
travel costs. The decrease in selling, general, and administrative expenses was primarily related
to a reduction in discretionary expenditures including temporary labor, travel, and various
promotional expenses.
Selling, general and administrative expenses as a percent of sales will generally fluctuate
whenever there is significant fluctuation in revenues for the periods being compared.
Research and Development Expenses
Research and development expenses increased 1.8% from $81.8 million, or 16.3% of sales, in 2008 to
$83.3 million, or 17.2% of sales, in 2009. The increase in research and development expenses was a
result of increased staffing, engineering and testing expense primarily related to customer
specific product development activities as well as costs related to product approvals, primarily
for one or more of the top three U.S. carriers. Research and development expenses as a percentage
of sales will fluctuate whenever there are incremental product development activities or a
significant fluctuation in revenues for the periods being compared.
ADTRAN expects to continue to incur research and development expenses in connection with its new
and existing products and its expansion into international markets. ADTRAN continually evaluates
new product opportunities and engages in intensive research and product development efforts which
provides for new product development, enhancement of existing products and product cost reductions.
ADTRAN may incur significant research and development expenses prior to the receipt of revenues
from a major new product group or market expansion.
Interest and Dividend Income
Interest and dividend income decreased 20.4% from $8.7 million in 2008 to $6.9 million in 2009.
This decrease was the result of a 39.6% reduction in the average rate of return on our investments
due to lower interest rates.
Interest Expense
Interest expense decreased from $2.5 million in 2008 to $2.4 million in 2009. The decrease was due
to a lower principal balance in 2009 as compared to 2008. See Liquidity and Capital Resources
below for additional information.
31
Net Realized Investment Gain (Loss)
Net realized investment gain (loss) changed from a $2.4 million loss in 2008 to a $1.3 million loss
in 2009. The change is a result of fewer other-than-temporary impairments of certain securities in
our equity portfolio during 2009 as compared to 2008 and the sales of certain securities for a
gain. See Investing Activities in Liquidity and Capital Resources below for additional
information.
Other Income, net
Other income, net, comprised primarily of miscellaneous income, gains and losses on foreign
currency transactions, investment account management fees, and gains or losses on the disposal of
property, plant, and equipment occurring in the normal course of business, decreased from $0.7
million in 2008 to $0.1 million in 2009.
Income Taxes
Our effective tax rate decreased from 33.6% in 2008 to 31.0% in 2009, primarily due to increased
benefits relating to the deduction for manufacturers domestic production activities under Internal
Revenue Code Section 199 and an increase in our federal research and development credits, partially
offset by an increase in state income tax expense.
Net Income
As a result of the above factors, net income decreased from $78.6 million in 2008 to $74.2 million
in 2009. As a percentage of sales, net income decreased from 15.7% in 2008 to 15.3% in 2009.
2008 Compared to 2007
Sales
ADTRANs sales increased 5.0% from $476.8 million in 2007 to $500.7 million in 2008. This increase
in sales is primarily attributable to an $18.4 million increase in sales of our Broadband Access
products, a $10.7 million increase in sales of our Optical Access products and a $12.4 million
increase in sales of our Internetworking products. HDSL product revenues increased 3.6% or $6.3
million and other traditional product revenues decreased 19.5% or $23.9 million.
Carrier Networks sales increased 9.6% from $358.0 million in 2007 to $392.2 million in 2008. The
increase is primarily attributable to increases in Broadband Access and Optical Access products
sales, and to a lesser extent an increase in HDSL product sales.
Enterprise Networks sales decreased 8.7% from $118.8 million in 2007 to $108.5 million in 2008.
The decrease is primarily attributable to declines in sales of traditional IAD products, Enterprise
T1 products and DDS products, partially offset by an increase in sales of Internetworking products.
Internetworking product sales were 58.3% of Enterprise Network sales in 2008 compared with 44.5%
in 2007. Traditional products primarily comprise the remainder of Enterprise Networks sales.
Enterprise Networks sales as a percentage of total sales decreased from 24.9% in 2007 to 21.7% in
2008.
International sales, which are included in the Carrier Networks and Enterprise Networks amounts
discussed above, decreased 24.0% from $39.6 million in 2007 to $30.1 million in 2008.
International sales, as a percentage of total sales, decreased from 8.3% in 2007 to 6.0% in 2008.
International sales in 2007 reflected increased activity relating to an initial deployment of our
products by a large Latin American carrier. International sales in 2008 decreased primarily due to
a decline in sales to this Latin American carrier as well as a decline in sales in other regions.
Carrier Systems product sales increased $26.5 million in 2008 compared to 2007 primarily due to an
$18.4 million increase in Broadband Access product sales, primarily attributable to increased
shipments of our 1100 series fiber-to-the-node products and our Total Access® 5000 products, and a
$10.7 million increase in Optical Access product sales, resulting from continuing market share
gains across numerous customers including the top three U.S. carriers. Partially offsetting these
increases in Carrier System product sales were decreases in TDM and other traditional product sales
as customers shifted emphasis to newer technologies. Many of these newer technologies are integral
to our Broadband Access and Optical Access product areas.
Business Networking product sales increased $1.2 million in 2008 compared to 2007 due to a $12.4
million increase in Internetworking product sales, primarily as a result of market share gains due
to our efforts to improve our focus on addressing traditional enterprise channels and leveraging
our carrier distribution channels. Largely offsetting this increase in Internetworking product
sales was a decline in sales of traditional IAD products as customers shifted emphasis to newer
technologies. Many of these newer technologies are integral to our Internetworking product area.
32
Loop Access product sales decreased $3.8 million in 2008 compared to 2007 primarily due to declines
in Enterprise T1 product sales and DDS product sales, partially offset by a 3.6% or $6.3 million
increase in HDSL product revenues.
Cost of Sales
As a percentage of sales, cost of sales decreased from 40.6% in 2007 to 40.3% in 2008. The
decrease in cost of sales as a percentage of sales is primarily related to lower product costs.
Carrier Networks cost of sales, as a percent of division sales, decreased from 40.6% in 2007 to
39.8% in 2008. The decrease was primarily related to lower product costs noted above, and the
impact of higher sales volume on allocated cost of sales elements to the division. Enterprise
Networks cost of sales, as a percent of division sales, increased from 40.9% in 2007 to 42.2% in
2008. The increase was primarily related to a higher cost product mix plus the impact of
allocated manufacturing costs to the division.
An important part of our strategy is to reduce the product cost of each succeeding product
generation and then to lower the products price based on the cost savings achieved. This strategy
sometimes results in variations in our 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 our 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 were $103.3 million in 2008 and 2007, and represented
20.6% of sales for 2008 and 21.7% of sales for 2007. Selling, general and administrative expenses
include personnel costs for administration, finance, information systems, human resources, sales
and marketing, and general management, as well as rent, utilities, legal and accounting expenses,
bad debt expense, advertising, promotional material, trade show expenses, and related travel costs.
Selling, general and administrative expenses as a percent of sales will generally fluctuate
whenever there is significant fluctuation in revenues for the periods being compared.
Research and Development Expenses
Research and development expenses increased 8.5% from $75.4 million, or 15.8% as a percentage of
sales, in 2007 to $81.8 million, or 16.3% as a percentage of sales, in 2008. The increase in
research and development expenses primarily reflects increased staffing expense related to customer
specific product development activities, as well as costs related to product approvals, primarily
for one or more of the top three U.S. carriers. Research and development expenses as a percentage
of sales will fluctuate whenever there is a significant fluctuation in revenues for the periods
being compared.
ADTRAN expects to continue to incur research and development expenses in connection with its new
and existing products and its expansion into international markets. ADTRAN continually evaluates
new product opportunities and engages in intensive research and product development efforts which
provides for new product development, enhancement of existing products and product cost reductions.
ADTRAN may incur significant research and development expenses prior to the receipt of revenues
from a major new product group or market expansion.
Interest and Dividend Income
Interest and dividend income decreased 24.3% from $11.5 million in 2007 to $8.7 million in 2008.
This decrease is due to a 14% reduction in our average investment balances in 2008 as compared to
2007, primarily as a result of our share repurchase activity, and a 25% reduction in the average
rate of return on these investments, due to lower interest rates.
Interest Expense
Interest expense remained constant at $2.5 million in 2008 and 2007, as we had no substantial
change in our fixed rate borrowing. See Liquidity and Capital Resources below for additional
information.
Net Realized Investment Gain (Loss)
Net realized investment gain (loss) decreased from a $0.5 million gain in 2007 to a $2.4 million
loss in 2008. The change is primarily a result of the other-than-temporary impairment of certain
securities in our equity portfolio. See Investing Activities in Liquidity and Capital
Resources below for additional information.
33
Other Income, net
Other income, net, comprised primarily of miscellaneous income, gains and losses on foreign
currency transactions, investment account management fees, gains or losses on the disposal of
property, plant, and equipment occurring in the normal course of business, decreased from $0.8
million in 2007 to $0.7 million in 2008.
Life Insurance Proceeds
We realized a gain on life insurance proceeds of $1.0 million during the first quarter of 2007 as a
result of the death of our co-founder and then Chairman of the Board, Mark Smith.
Income Taxes
Our effective tax rate decreased from 34.0% in 2007 to 33.6% in 2008, primarily due to increased
benefits relating to the deduction for manufacturers domestic production activities under Internal
Revenue Code Section 199 and an increase in our federal research and development credits.
Net Income
As a result of the above factors, net income increased from $76.3 million in 2007 to $78.6 million
in 2008. As a percentage of sales, net income decreased from 16.0% in 2007 to 15.7% in 2008.
Liquidity and Capital Resources
Liquidity
At December 31, 2009, cash on hand was $24.1 million and short-term investments were $172.5
million, which placed our short-term liquidity at $196.6 million. At December 31, 2008, our cash
on hand of $41.9 million and short-term investments of $96.3 million placed our short-term
liquidity at $138.2 million. The increase in liquidity from 2008 to 2009 is primarily the result
of positive cash flow generated from operating activities and the purchase of fewer shares of our
common stock in the first three quarters of 2009 due to the uncertainty in the economy during that
period. Purchases of our common stock totaled $15.9 million in 2009 compared to $63.6 million in
2008.
Operating Activities
Our working capital, which consists of current assets less current liabilities, increased 30.7%
from $212.7 million as of December 31, 2008 to $278.0 million as of December 31, 2009. The quick
ratio, defined as cash, cash equivalents, short-term investments, and net accounts receivable,
divided by current liabilities, increased from 4.76 as of December 31, 2008 to 5.54 as of December
31, 2009. The current ratio, defined as current assets divided by current liabilities, increased
from 6.30 as of December 31, 2008 to 6.82 as of December 31, 2009. Our working capital, the quick
ratio, and the current ratio increased from 2008 to 2009 mainly due to a $76.2 million increase in
short-term investments as we generated positive cash flow from operations while purchasing fewer
shares of our common stock in 2009.
Net accounts receivable increased 29.0% from $52.7 million at December 31, 2008 to $68.0 million at
December 31, 2009. Our allowance for doubtful accounts increased from $38 thousand at December 31,
2008 to $0.1 million at December 31, 2009. Quarterly accounts receivable days sales outstanding
(DSO) increased from 43 days as of December 31, 2008 to 50 days as of December 31, 2009. Net
accounts receivable and DSO increased for the year ended December 31, 2009 primarily due to the
timing of shipments during the fourth quarter of 2009.
Quarterly inventory turnover increased from 3.8 turns as of December 31, 2008 to 4.5 turns as of
December 31, 2009. Inventory decreased 3.7% from December 31, 2008 to December 31, 2009. We
expect inventory levels to fluctuate as we attempt to maintain sufficient inventory to ensure
competitive lead times while managing the risk of inventory obsolescence that may occur due to
rapidly changing technology and customer demand.
Accounts payable increased 26.9% from $20.3 million at December 31, 2008 to $25.8 million at
December 31, 2009. Generally, the change in accounts payable is due to variations in the timing of
the receipt of supplies, inventory and services and our subsequent payments for these purchases.
34
Investing Activities
Capital expenditures totaled approximately $8.7 million, $9.5 million and $6.5 million for the
years ended December 31, 2009, 2008 and 2007, respectively. These expenditures were primarily used
to purchase computer hardware, software and manufacturing and test equipment.
Our combined short-term and long-term investments increased $97.1 million from $237.5 million at
December 31, 2008 to $334.6 million at December 31, 2009. This increase reflects the impact of net
funds available for investment provided by our operating activities, reduced by our cash needs for
equipment acquisitions, stock repurchases and dividends, as well as net realized and unrealized
losses and amortization of net premiums on our combined investments.
We invest all available cash not required for immediate use in operations primarily in securities
that we believe bear minimal risk of loss. At December 31, 2009, these investments included
municipal variable rate demand notes of $84.4 million, municipal fixed-rate bonds of $141.3 million
and corporate bonds guaranteed by the FDIC of $20.4 million. At December 31, 2008, these
investments included municipal variable rate demand notes of $52.6 million, municipal fixed-rate
bonds of $116.9 million and a government agency security of $2.0 million.
Our municipal variable rate demand notes are classified as available-for-sale short-term
investments. At December 31, 2009, 98% had a credit rating of VMIG-1 or A-1+ with the remaining 2%
rated A-1 and all contained put options of seven days. Thus, despite the long-term nature of their
stated contractual maturities, we believe that we have the ability to quickly liquidate these
securities. Our investments in these securities are recorded at fair value, and the interest rates
reset every seven days. We have the ability to sell our variable rate demand notes to the
remarketing agent, tender agent, or issuer at par value plus accrued interest in the event we
decide to liquidate our investment in a particular variable rate demand note. Approximately 22% of
our variable rate demand notes are supported by letters of credit from banks that we believe to be
in good financial condition. The remaining 78% of our variable rate demand notes are supported by
standby purchase agreements. As a result of all of these factors, we had no cumulative gross
unrealized holding gains (losses) or gross realized gains (losses) from these investments at
December 31, 2009. All income generated from these investments was recorded as interest income.
We have not been required to record any losses relating to municipal variable rate demand notes or
auction rate securities, and we have held no auction rate securities since February 7, 2008.
At December 31, 2009, approximately 49% of our municipal fixed-rate bond portfolio had a credit
rating of AAA, 45% had a credit rating of AA, and the remaining 6% had a credit rating of A. These
bonds are classified as available-for-sale investments and had an average duration of 1.04 years at
December 31, 2009. Because our bond portfolio has a high quality rating and contractual maturities
of a short duration, we are able to obtain prices for these bonds derived from observable market
inputs, or for similar securities traded in an active market, on a daily basis.
Our long-term investments increased 15% from $141.2 million at December 31, 2008 to $162.2 million
at December 31, 2009. Municipal fixed-rate bonds classified as long-term investments decreased
$22.1 million from $75.3 million at December 31, 2008 to $53.2 million at December 31, 2009. The
primary reason for the decrease in our long-term municipal fixed rate bonds was the investment in
corporate bonds to increase the yield of our long-term portfolio. Long-term investments at
December 31, 2009 and 2008 include an investment in a certificate of deposit of $48.3 million and
$48.8 million, respectively, which serves as collateral for our revenue bonds, as discussed below.
Long-term investments at December 31, 2009 also include $20.4 million of FDIC guaranteed corporate
bonds. All of our corporate bond investments had a credit rating of AAA at December 31, 2009. We
have various equity investments included in long-term investments at a cost of $9.8 million and
$12.0 million, and with a fair value of $33.5 million and $11.6 million, at December 31, 2009 and
2008, respectively. Included in our marketable equity securities is a single equity security, of
which we held 2.1 million shares and 2.5 million shares, carried at $22.4 million and $2.5 million
of fair value, at December 31, 2009 and 2008, respectively. The single security traded
approximately 395 thousand shares per day in 2009, in an active market on a European stock
exchange. This single security carried $21.7 million and $1.6 million of the gross unrealized
gains included in the fair value of our marketable securities at December 31, 2009 and 2008,
respectively. The remaining $2.2 million of gross unrealized gains and $0.2 million in gross
unrealized losses at December 31, 2009 were spread amongst more than 375 equity securities.
Long-term investments at December 31, 2009 and 2008 also included $3.4 million and $2.5 million,
respectively, related to our deferred compensation plan; $2.2 million of other investments carried
at cost, consisting of interests in two private equity funds and an investment in a privately held
telecommunications equipment manufacturer; and $1.2 million and $0.9 million, respectively, of a
fixed income bond fund. This bond fund had unrealized gains of $0.3 million and unrealized losses
$0.4 million at December 31, 2009 and 2008, respectively.
35
We review our investment portfolio for potential other-than-temporary declines in value on an
individual investment basis. We assess, on a quarterly basis, significant declines in value which
may be considered other-than-temporary and, if necessary, recognize and record the appropriate
charge to write-down the carrying value of such investments. In making this assessment, we take
into consideration qualitative and quantitative information, including but not limited to the
following: the magnitude and duration of
historical declines in market prices, credit rating activity, assessments of liquidity, public
filings, and statements made by the issuer. We generally begin our identification of potential
other-than-temporary impairments by reviewing any security with a fair value that has declined from
its original or adjusted cost basis by 25% or more for six or more consecutive months. We then
evaluate the individual security based on the previously identified factors to determine the amount
of the write-down, if any. As a result of our review, we did not record any other-than-temporary
impairment charge during the fourth quarter of December 31, 2009. For the years ended December 31,
2009, 2008 and 2007 we recorded charges of $2.9 million, $2.4 million and $0.1 million,
respectively, related to the other-than-temporary impairment of certain publicly traded equity
securities, a fixed income bond fund, and deferred compensation assets.
On September 15, 2009, we acquired all of the outstanding stock of Objectworld Communications
Corporation (Objectworld), a provider of unified communication solutions. The purpose of this
acquisition was to acquire unified communications technologies. These technologies have been
integrated into our NetVanta® product line. The purchase price was approximately $1.5 million in
cash subject to certain post closing adjustments, and was allocated to the individual assets and
liabilities acquired. There was no goodwill determined in the final purchase price allocation.
Objectworlds financial statements have been included in our consolidated statements of income and
cash flows from the date of the acquisition to December 31, 2009 and our consolidated balance sheet
dated December 31, 2009.
Financing Activities
Fifty million dollars of the expansion of Phase III of our corporate headquarters was approved for
participation in an incentive program offered by the Alabama State Industrial Development Authority
(the Authority). Pursuant to the program, on January 13, 1995, the Authority issued $20.0 million
of its taxable revenue bonds and loaned the proceeds from the sale of the bonds to ADTRAN. The
bonds were originally purchased by AmSouth Bank of Alabama, Birmingham, Alabama (the Bank).
Wachovia Bank, N.A., Nashville, Tennessee (formerly First Union National Bank of Tennessee,
Nashville, Tennessee) (the Bondholder), which was acquired by Wells Fargo & Company on December 31,
2008, purchased the original bonds from the Bank and made further advances to the Authority,
bringing the total amount outstanding to $50.0 million. 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, in exchange for investing capital
and creating jobs in Alabama. We cannot be certain that the state of Alabama will continue to make
these corporate income tax credits available; therefore, we may not realize the full benefit of
these incentives. Through December 31, 2009, the Authority had issued $50.0 million of its taxable
revenue bonds pursuant to the incentive program and loaned the proceeds from the sale of the bonds
to ADTRAN. We are required to make payments to the Authority in the amounts necessary to pay the
principal of, and interest on, the Authoritys Taxable Revenue Bond, Series 1995, as amended,
currently outstanding in the aggregate principal amount of $48.3 million. The bond matures on
January 1, 2020, and bears interest at the rate of 5% per annum. Included in long-term investments
at December 31, 2009 is $48.3 million of restricted funds, which is a collateral deposit against
the principal amount of this bond. We have the right to set-off the balance of the Bond with the
collateral deposit in order to reduce the balance of the indebtedness. In conjunction with this
program, we are eligible to receive certain economic incentives from the state of Alabama that
reduce the amount of payroll withholdings that we are required to remit to the state for those
employment positions that qualify under the program.
Due to continued positive cash flow from operating activities, we made a business decision to begin
an early partial redemption of the Bond. It is our intent to make annual principal payments in
addition to the interest amounts that are due. In connection with this decision, $0.5 million of
the bond debt has been reclassified to a current liability in the Consolidated Balance Sheets at
December 31, 2009 and 2008.
The following table shows dividends paid in each quarter of 2009, 2008 and 2007. During 2009, 2008
and 2007, ADTRAN paid dividends totaling $22.5 million, $22.9 million and $24.6 million,
respectively. The Board of Directors presently anticipates that it will declare a regular
quarterly dividend so long as the present tax treatment of dividends exists and adequate levels of
liquidity are maintained.
Dividends per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
0.09 |
|
|
$ |
0.09 |
|
|
$ |
0.09 |
|
Second Quarter |
|
$ |
0.09 |
|
|
$ |
0.09 |
|
|
$ |
0.09 |
|
Third Quarter |
|
$ |
0.09 |
|
|
$ |
0.09 |
|
|
$ |
0.09 |
|
Fourth Quarter |
|
$ |
0.09 |
|
|
$ |
0.09 |
|
|
$ |
0.09 |
|
36
Stock Repurchase Program
Since 1997, our Board of Directors has approved multiple share repurchase programs that have
authorized open market repurchase transactions. As of December 31, 2009, the Board of Directors
has authorized cumulative repurchases of up to 30 million shares of our common stock. We
currently have the authority to purchase an additional 2.7 million shares of our common stock under
the plan approved by the Board of Directors on April 14, 2008. For the years 2009, 2008 and 2007,
we repurchased 0.8 million shares, 3.1 million shares and 5.8 million shares, respectively, for a
cost of $15.9 million, $63.6 million and $138.6 million, respectively, at an average price of
$21.05, $20.65 and $24.08 per share, respectively.
To accommodate employee stock option exercises, we issued 0.9 million shares of treasury stock for
$13.5 million during the year ended December 31, 2009, 0.3 million shares of treasury stock for
$3.7 million during the year ended December 31, 2008, and 1.2 million shares of treasury stock for
$15.3 million during the year ended December 31, 2007.
Off-Balance Sheet Arrangements and Contractual Obligations
We have various contractual obligations and commercial commitments. The following table sets
forth, in millions, the annual payments we are required to make under contractual cash obligations
and other commercial commitments at December 31, 2009.
Contractual Obligations
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|
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|
|
|
|
|
|
|
|
|
(In millions) |
|
Total |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
After 2013 |
|
Long-term debt |
|
$ |
48.3 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
48.3 |
|
Interest on long-term debt |
|
|
24.1 |
|
|
|
2.4 |
|
|
|
2.4 |
|
|
|
2.4 |
|
|
|
2.4 |
|
|
|
14.5 |
|
Investment commitments |
|
|
0.5 |
|
|
|
0.2 |
|
|
|
|
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
Operating lease obligations |
|
|
2.3 |
|
|
|
1.3 |
|
|
|
0.7 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
Purchase obligations |
|
|
44.1 |
|
|
|
43.0 |
|
|
|
0.9 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
119.3 |
|
|
$ |
46.9 |
|
|
$ |
4.0 |
|
|
$ |
3.2 |
|
|
$ |
2.4 |
|
|
$ |
62.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We are required to make payments necessary to pay the interest on the Taxable Revenue Bond, Series
1995, as amended, currently outstanding in the aggregate principal amount of $48.3 million. The
bond matures on January 1, 2020, and bears interest at the rate of 5% per annum. Included in
long-term investments are $48.3 million of restricted funds, which is a collateral deposit against
the principal amount of this bond.
We have committed to invest up to an aggregate of $7.9 million in two private equity funds, and we
have contributed $7.9 million as of December 31, 2009, of which $7.4 million has been applied to
these commitments. See Note 3 of Notes to Consolidated Financial Statements for additional
information.
We also have obligations related to uncertain income tax positions that have not been included in
the table above due to the uncertainty of when the related expense will be recognized. See Note 7
of Notes to Consolidated Financial Statements for additional information.
We do not have off-balance sheet financing arrangements and have not engaged in any related party
transactions or arrangements with unconsolidated entities or other persons that are reasonably
likely to materially affect liquidity or the availability of or requirements for capital resources.
See Notes 6 and 10 of Notes to Consolidated Financial Statements for additional information on our
revenue bond and operating lease obligations, respectively.
We intend to finance our operations with cash flow from operations. We have used, and expect to
continue to use, the cash generated from operations for working capital, purchases of treasury
stock, dividend payments, and other general corporate purposes, including (i) product development
activities to enhance our existing products and develop new products and (ii) expansion of sales
and marketing activities. We believe our cash and cash equivalents, investments and cash generated
from operations to be adequate to meet our operating and capital needs.
Effect of Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued Update No. 2010-06,
which amends the Fair Value Measurements and Disclosures topic of the FASB Accounting Standards
Codification (Codification). The amendments in this update require new disclosures about transfers
in and out of Levels 1 and 2 fair value measurements and the activity in Level 3 fair value
measurements and, in addition, clarify existing disclosures required for levels of disaggregation
and inputs and valuation techniques. These amendments will be effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures about activity in
Level 3 fair value measurements, which is effective for fiscal years beginning after December 15,
2010, and for interim periods within those fiscal years. We plan to adopt this amendment and
provide any additional disclosures required for the period ending March 31, 2010.
37
In October 2009, the FASB issued Update No. 2009-13, which amends the Revenue Recognition topic of
the Codification. This update provides amendments to the criteria in Subtopic 605-25 of the
Codification for separating consideration in multiple-deliverable arrangements. As a result of
those amendments, multiple-deliverable arrangements will be separated in more circumstances than
under existing U.S. GAAP. The amendments establish a selling price hierarchy for determining the
selling price of a deliverable and will replace the term fair value in the revenue allocation
guidance with selling price to clarify that the allocation of revenue is based on entity-specific
assumptions rather than assumptions of a marketplace participant. The amendments will also
eliminate the residual method of allocation and require that arrangement consideration be allocated
at the inception of the arrangement to all deliverables using the relative selling price method and
will require that a vendor determine its best estimate of selling price in a manner that is
consistent with that used to determine the price to sell the deliverable on a standalone basis.
These amendments will be effective prospectively for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010, with early adoption
permitted. We do not expect the adoption of this amendment will have a material impact on our
consolidated results of operations or financial condition.
In October 2009, the FASB issued Update No. 2009-14, which amends the Software topic of the
Codification. The amendments in this update change the accounting model for revenue arrangements
that include both tangible products and software elements. Tangible products containing software
components and non-software components that function together to deliver the tangible products
essential functionality is no longer within the scope of the software revenue guidance in Subtopic
985-605 of the Codification. In addition, the amendments in this update require that hardware
components of a tangible product containing software components always be excluded from the
software revenue guidance. In that regard, the amendments provide additional guidance on how to
determine which software, if any, relating to the tangible product also would be excluded from the
scope of the software revenue guidance. The amendments also provide guidance on how a vendor should
allocate arrangement consideration to deliverables in an arrangement that includes both tangible
products and software. The amendments also provide further guidance on how to allocate arrangement
consideration when an arrangement includes deliverables both included and excluded from the scope
of the software revenue guidance. These amendments will be effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or after June 15,
2010, with early adoption permitted. We do not expect the adoption of this amendment will have a
material impact on our consolidated results of operations or financial condition.
During 2009, we adopted the following accounting guidance, none of which had a material effect on
our consolidated results of operations or financial condition:
In December 2007, the FASB revised the authoritative guidance for business combinations, which
establishes principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling
interest in the acquiree in a business combination. The guidance establishes principles
stipulating how goodwill acquired in a business combination or a gain from a bargain purchase
should be recognized and measured. The guidance also expands the disclosure requirements related
to the nature and financial impact of business combinations. We adopted this guidance as of
January 1, 2009. We have applied this guidance to the business combination that occurred in the
third quarter of 2009.
In June 2009, the FASB established the FASB Codification as the source of authoritative U.S.
generally accepted accounting principles (GAAP) recognized by the FASB to be applied to
nongovernmental entities and rules and interpretive releases of the SEC as authoritative GAAP for
SEC registrants. The Codification supersedes all the existing non-SEC accounting and reporting
standards upon its effective date and subsequently, the FASB will not issue new standards in the
form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. This guidance is
effective for interim periods ending after September 15, 2009. We adopted this guidance for the
period ended September 30, 2009, with no effect on our consolidated results of operations and
financial condition for the three and twelve months ended December 31, 2009.
In December 2007, the FASB revised the authoritative guidance for consolidation, which establishes
accounting and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. The guidance clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that
should be reported as equity in the consolidated financial statements. The guidance also requires
consolidated net income to be reported at amounts that include the amounts attributable to both the
parent and the noncontrolling interest. It also requires disclosure, on the face of the
consolidated statement of income, of the amounts of consolidated net income attributable to the
parent and to the noncontrolling interest. It also provides guidance when a subsidiary is
deconsolidated and requires expanded disclosures in the consolidated financial statements that
clearly identify and distinguish between the interests of the parent and the interests of the
noncontrolling owners of a subsidiary. We adopted this guidance as of January 1, 2009. The
adoption of this guidance had no effect on our consolidated results of operations and financial
condition for the three and twelve months ended December 31, 2009.
38
In June 2008, the FASB revised the authoritative guidance for earnings per share, which establishes
that unvested share-based payment awards that contain non-forfeitable rights to dividends or
dividend equivalents are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. In contrast, the right to receive dividends
or dividend equivalents that the holder will forfeit if the award does not vest does not constitute
a participation right and such an award does not meet the definition of a participating security in
its current form (that is, prior to the requisite service having been rendered for the award). We
adopted this guidance as of January 1, 2009. The adoption of this guidance had no effect on our
consolidated results of operations and financial condition for the three and twelve months ended
December 31, 2009.
In April 2009, the FASB revised the authoritative guidance for financial instruments. The guidance
requires disclosures about fair value of financial instruments in interim financial statements as
well as in annual financial statements. This guidance is effective for interim periods ending after
June 15, 2009. We adopted this guidance in the second quarter of 2009, and have provided the
disclosures required for the period ending December 31, 2009.
In April 2009, the FASB revised the authoritative guidance for fair value measurements and
disclosures to provide additional guidance in determining whether a market for a financial asset is
not active and a transaction is not distressed for fair value measurement purposes. This guidance
is effective for interim periods ending after June 15, 2009. We adopted this guidance for the
period ending June 30, 2009. The adoption of this guidance had no effect on our consolidated
results of operations and financial condition for the three and twelve months ended December 31,
2009.
In April 2009, the FASB revised the authoritative guidance for investments in debt and equity
securities to provide guidance in determining whether impairments in debt securities are
other-than-temporary, and modifies the presentation and disclosures surrounding such instruments.
This guidance is effective for interim periods ending after June 15, 2009. We adopted the
provisions of this guidance for the period ending June 30, 2009. The adoption of this guidance had
no effect on our consolidated results of operations and financial condition for the three and
twelve months ended December 31, 2009.
In May 2009, the FASB revised the authoritative guidance for subsequent events, which establishes
general standards of accounting for and disclosure of events that occur after the balance sheet
date but before financial statements are issued or are available to be issued. This guidance is
effective for financial statements issued for interim and annual reporting periods ending after
June 15, 2009. We adopted this guidance for the period ended June 30, 2009, and have provided the
disclosures required for the period ending December 31, 2009.
Subsequent Events
On January 19, 2010, the Board declared a quarterly cash dividend of $0.09 per common share to
be paid to stockholders of record at the close of business on February 4, 2010. The quarterly
dividend payment was $5.6 million and was paid on February 18, 2010.
During the first quarter of 2010 and as of February 26, 2010, ADTRAN repurchased 0.5 million shares
of its common stock through open market purchases at an average cost of $21.62 per share and has
the authority to repurchase an additional 2.2 million shares under the plan approved by the Board
of Directors on April 14, 2008.
We have evaluated all subsequent events through February 26, 2010, the date the financial
statements were issued.
|
|
|
ITEM 7A. |
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Details regarding the fair value of our available-for-sale investments as of December 31, 2009
are discussed in Note 3 of Notes to Consolidated Financial Statements included in this report.
We are exposed to financial market risks, including changes in interest rates and prices of
marketable equity and fixed-income securities. The primary objective of our investment activities
is to preserve principal while at the same time achieving appropriate yields without significantly
increasing risk. To achieve this objective, a majority of our marketable securities are investment
grade, municipal fixed-rate bonds, municipal variable rate demand notes and municipal money market
instruments denominated in United States dollars. At December 31, 2009, 98% of our municipal
variable rate demand notes had a credit rating of VMIG-1 or A-1+ while the remaining 2% had a
rating of A-1. Approximately 49% of our municipal fixed-rate bonds had a credit rating of AAA, 45%
had a credit rating of AA, and the remaining 6% had a credit rating of A. We also held $20.4
million of corporate bonds that are guaranteed by the Federal Deposit Insurance Corporation (FDIC)
and issued by various banks. At December 31, 2009, all of our corporate bonds had a credit rating
of AAA.
39
We maintain depository investments with certain financial institutions. Although these depository
investments may exceed government insured depository limits, we have evaluated the credit
worthiness of these applicable financial institutions, and determined the risk of material
financial loss due to exposure of such credit risk to be minimal. As of December 31, 2009, $23.1
million of our cash and cash equivalents, primarily certain domestic money market funds and foreign
depository accounts, were in excess of government provided insured depository limits. The
Temporary Liquidity Guarantee Program adopted during 2008 by the FDIC provided full coverage of our
domestic depository accounts through December 2009. Although this program was extended through
June 30, 2010, the banks where we maintain our depository accounts opted out of participation in
this program after December 31, 2009.
As of December 31, 2009, approximately $264.1 million of our cash and investments may be directly
affected by changes in interest rates. We have performed a hypothetical sensitivity analysis
assuming market interest rates increase or decrease by 50 basis points (bps), 100 bps and 150 bps
for the entire year, while all other variables remain constant. At December 31, 2009, we held
$110.3 million of money market instruments and municipal variable rate demand notes. Hypothetical
50 bps, 100 bps and 150 bps declines in interest rates as of December 31, 2009 would reduce
annualized interest income on our money market instruments and municipal variable rate demand notes
by approximately $0.6 million, $1.1 million and $1.7 million, respectively. In addition, we held a
combined $153.8 million of fixed-rate municipal bonds and corporate bonds guaranteed by the FDIC
whose fair value may be directly affected by a change in interest rates. Hypothetical 50 bps, 100
bps and 150 bps increases in interest rates as of December 31, 2009 would reduce the fair value of
our bonds by approximately $0.8 million, $1.6 million and $2.3 million, respectively.
As of December 31, 2008, interest income on approximately $208.2 million of our cash and
investments was subject to being directly affected by changes in interest rates. We performed a
hypothetical sensitivity analysis assuming market interest rates increase or decrease by 50 bps,
100 bps and 150 bps for the entire year, while all other variables remain constant. Hypothetical
50 bps, 100 bps and 150 bps declines in interest rates as of December 31, 2008 would have reduced
annualized interest income on our money market instruments, municipal variable rate demand notes
and municipal auction rate securities by approximately $0.4 million, $0.9 million and $1.3 million,
respectively. In addition, hypothetical 50 bps, 100 bps and 150 bps increases in interest rates as
of December 31, 2008 would have reduced the fair value of our municipal fixed-rate bonds by
approximately $0.6 million, $1.1 million and $1.7 million, respectively.
We are directly exposed to changes in foreign currency exchange rates to the extent that such
changes affect our revenue derived from international customers, expenses related to our foreign
sales offices, and our foreign assets and liabilities. We attempt to manage these risks by
primarily denominating contractual and other foreign arrangements in U.S. dollars. Our primary
exposure in regard to our foreign assets and liabilities is with our Australian subsidiary whose
functional currency is the Australian dollar. We are indirectly exposed to changes in foreign
currency exchange rates to the extent of our use of foreign contract manufacturers and foreign raw
material suppliers whom we pay in U.S. dollars. As a result, changes in the local currency rates
of these vendors in relation to the U.S. dollar could cause an increase in the price of products
that we purchase.
40
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ITEM 8. |
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The following consolidated financial statements are contained in this report.
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44 |
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47 |
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73 |
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41
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of ADTRAN, Inc. is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934, as amended. ADTRANs internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. ADTRANs internal control over financial reporting includes those policies
and procedures that:
|
|
|
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of ADTRAN; |
|
|
|
|
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of ADTRAN are being made only in
accordance with authorizations of management and directors of ADTRAN; and |
|
|
|
|
provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of ADTRANs assets that could have a material effect on
the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of ADTRANs internal control over financial reporting as of
December 31, 2009. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework.
Based on our assessment and those criteria, management has concluded that ADTRAN maintained
effective internal control over financial reporting as of December 31, 2009.
The effectiveness of our internal control over financial reporting has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their
report which appears herein.
42
Report of Independent Registered Public Accounting Firm
To Board of Directors and Stockholders of ADTRAN, Inc.:
In our opinion, the consolidated financial statements listed in the accompanying index present
fairly, in all material respects, the financial position of ADTRAN, Inc. and its subsidiaries at
December 31, 2009 and December 31, 2008, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 2009 in conformity with accounting
principles generally accepted in the United States of America. In addition, in our opinion, the
financial statement schedule listed in the accompanying index presents fairly, in all
material respects, the information set forth therein when read in conjunction with the related
consolidated financial statements. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2009, based on
criteria established in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is
responsible for these financial statements and financial statement schedule, for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Managements Report On
Internal Control Over Financial Reporting. Our responsibility is to express opinions on these
financial statements, on the financial statement schedule, and on the Companys internal control
over financial reporting based on our integrated audits. We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement and whether effective internal control
over financial reporting was maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
As discussed in Note 7 to the consolidated financial statements, the Company changed the manner in
which it accounts for uncertain tax positions in fiscal 2007.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
|
|
|
/s/ PricewaterhouseCoopers LLP
|
|
|
|
|
|
Birmingham, Alabama |
|
|
February 26, 2010 |
|
|
43
Financial Statements
ADTRAN, INC.
Consolidated Balance Sheets (In thousands, except per share amounts)
December 31, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
24,135 |
|
|
$ |
41,909 |
|
Short-term investments |
|
|
172,469 |
|
|
|
96,277 |
|
Accounts receivable, less allowance for
doubtful accounts of $138 and $38 at December
31, 2009 and 2008, respectively |
|
|
68,044 |
|
|
|
52,749 |
|
Other receivables |
|
|
4,097 |
|
|
|
2,896 |
|
Inventory |
|
|
45,674 |
|
|
|
47,406 |
|
Prepaid expenses |
|
|
2,795 |
|
|
|
2,974 |
|
Deferred tax assets, net |
|
|
8,603 |
|
|
|
8,653 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
325,817 |
|
|
|
252,864 |
|
Property, plant, and equipment, net |
|
|
74,309 |
|
|
|
75,487 |
|
Deferred tax assets, net |
|
|
|
|
|
|
3,920 |
|
Other assets |
|
|
2,168 |
|
|
|
103 |
|
Long-term investments |
|
|
162,169 |
|
|
|
141,241 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
564,463 |
|
|
$ |
473,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
25,782 |
|
|
$ |
20,313 |
|
Unearned revenue |
|
|
7,138 |
|
|
|
6,141 |
|
Accrued expenses |
|
|
4,202 |
|
|
|
3,536 |
|
Accrued wages and benefits |
|
|
7,634 |
|
|
|
9,868 |
|
Income tax payable, net |
|
|
3,017 |
|
|
|
266 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
47,773 |
|
|
|
40,124 |
|
Deferred tax liabilities, net |
|
|
5,035 |
|
|
|
|
|
Other non-current liabilities |
|
|
11,390 |
|
|
|
9,422 |
|
Bonds payable |
|
|
47,750 |
|
|
|
48,250 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
111,948 |
|
|
|
97,796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (see Note 10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value $0.01 per share;
200,000 shares authorized; 79,652 issued in
2009 and 2008 |
|
|
797 |
|
|
|
797 |
|
Additional paid-in capital |
|
|
181,240 |
|
|
|
172,704 |
|
Accumulated other comprehensive income (loss) |
|
|
17,853 |
|
|
|
(1,009 |
) |
Retained earnings |
|
|
649,256 |
|
|
|
603,600 |
|
Less treasury stock at cost: 17,392 shares at
December 31, 2009 and 17,493 shares at
December 31, 2008 |
|
|
(396,631 |
) |
|
|
(400,273 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
452,515 |
|
|
|
375,819 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
564,463 |
|
|
$ |
473,615 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
44
ADTRAN, INC.
Consolidated Statements of Income (In thousands, except per share amounts)
Years ended December 31, 2009, 2008 and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Sales |
|
$ |
484,185 |
|
|
$ |
500,676 |
|
|
$ |
476,778 |
|
Cost of sales |
|
|
197,223 |
|
|
|
201,771 |
|
|
|
193,792 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
286,962 |
|
|
|
298,905 |
|
|
|
282,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative expenses |
|
|
99,446 |
|
|
|
103,286 |
|
|
|
103,329 |
|
Research and development expenses |
|
|
83,285 |
|
|
|
81,819 |
|
|
|
75,367 |
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
104,231 |
|
|
|
113,800 |
|
|
|
104,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income |
|
|
6,933 |
|
|
|
8,708 |
|
|
|
11,521 |
|
Interest expense |
|
|
(2,430 |
) |
|
|
(2,514 |
) |
|
|
(2,502 |
) |
Net realized investment gain (loss) |
|
|
(1,297 |
) |
|
|
(2,409 |
) |
|
|
498 |
|
Other income, net |
|
|
131 |
|
|
|
688 |
|
|
|
764 |
|
Life insurance proceeds |
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
107,568 |
|
|
|
118,273 |
|
|
|
115,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
33,347 |
|
|
|
39,692 |
|
|
|
39,236 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
74,221 |
|
|
$ |
78,581 |
|
|
$ |
76,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic |
|
|
62,459 |
|
|
|
63,549 |
|
|
|
67,848 |
|
Weighted average shares outstanding diluted (1) |
|
|
63,356 |
|
|
|
64,408 |
|
|
|
69,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share basic |
|
$ |
1.19 |
|
|
$ |
1.24 |
|
|
$ |
1.13 |
|
Earnings per common share diluted (1) |
|
$ |
1.17 |
|
|
$ |
1.22 |
|
|
$ |
1.10 |
|
|
|
|
(1) |
|
Assumes exercise of dilutive stock options calculated under the treasury method. See Notes 1
and 11 of the Notes to Consolidated Financial Statements. |
The accompanying notes are an integral part of these consolidated financial statements.
45
ADTRAN, INC.
Consolidated Statements of Changes in Stockholders Equity and Comprehensive Income
(In thousands)
Years ended December 31, 2009, 2008 and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Total |
|
|
|
Common |
|
|
Common |
|
|
Paid-In |
|
|
Retained |
|
|
Treasury |
|
|
Comprehensive |
|
|
Stockholders |
|
|
|
Shares |
|
|
Stock |
|
|
Capital |
|
|
Earnings |
|
|
Stock |
|
|
Income (Loss) |
|
|
Equity |
|
Balance, December 31, 2006 |
|
|
79,652 |
|
|
$ |
797 |
|
|
$ |
152,162 |
|
|
$ |
513,515 |
|
|
$ |
(233,214 |
) |
|
$ |
2,696 |
|
|
$ |
435,956 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,335 |
|
|
|
|
|
|
|
|
|
|
|
76,335 |
|
Net change in unrealized gains/losses related to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities (net of deferred tax
of $1,409) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,375 |
|
|
|
2,375 |
|
Impaired marketable securities (net of deferred
tax of $31) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
|
|
52 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
581 |
|
|
|
581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,343 |
|
Dividend payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,600 |
) |
|
|
|
|
|
|
|
|
|
|
(24,600 |
) |
Adoption of FIN 48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,190 |
) |
|
|
|
|
|
|
|
|
|
|
(1,190 |
) |
Stock options exercised: Various prices per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,296 |
) |
|
|
27,584 |
|
|
|
|
|
|
|
15,288 |
|
Purchase of treasury stock: 5,756 shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(138,589 |
) |
|
|
|
|
|
|
(138,589 |
) |
Income tax benefit from exercise of stock options |
|
|
|
|
|
|
|
|
|
|
4,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,408 |
|
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
7,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007 |
|
|
79,652 |
|
|
$ |
797 |
|
|
$ |
164,385 |
|
|
$ |
551,764 |
|
|
$ |
(344,219 |
) |
|
$ |
5,704 |
|
|
$ |
378,431 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78,581 |
|
|
|
|
|
|
|
|
|
|
|
78,581 |
|
Net change in unrealized gains/losses related to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities (net of deferred tax
of $3,638) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,127 |
) |
|
|
(6,127 |
) |
Impaired marketable securities (net of deferred
tax of $740) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,238 |
|
|
|
1,238 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,824 |
) |
|
|
(1,824 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,868 |
|
Dividend payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,919 |
) |
|
|
|
|
|
|
|
|
|
|
(22,919 |
) |
Dividends accrued for unvested restricted stock
units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
Stock options exercised: Various prices per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,824 |
) |
|
|
7,515 |
|
|
|
|
|
|
|
3,691 |
|
Purchase of treasury stock: 3,078 shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(63,569 |
) |
|
|
|
|
|
|
(63,569 |
) |
Income tax benefit from exercise of stock options |
|
|
|
|
|
|
|
|
|
|
981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
981 |
|
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
7,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008 |
|
|
79,652 |
|
|
$ |
797 |
|
|
$ |
172,704 |
|
|
$ |
603,600 |
|
|
$ |
(400,273 |
) |
|
$ |
(1,009 |
) |
|
$ |
375,819 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,221 |
|
|
|
|
|
|
|
|
|
|
|
74,221 |
|
Net change in unrealized gains/losses related to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities (net of deferred tax
of $9,218) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,384 |
|
|
|
15,384 |
|
Impaired marketable securities (net of deferred
tax of $617) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,010 |
|
|
|
1,010 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,468 |
|
|
|
2,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,083 |
|
Dividend payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,486 |
) |
|
|
|
|
|
|
|
|
|
|
(22,486 |
) |
Dividends accrued for unvested restricted stock
units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
(12 |
) |
Stock options exercised: Various prices per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,067 |
) |
|
|
19,538 |
|
|
|
|
|
|
|
13,471 |
|
Purchase of treasury stock: 755 shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,896 |
) |
|
|
|
|
|
|
(15,896 |
) |
Income tax benefit from exercise of stock options |
|
|
|
|
|
|
|
|
|
|
1,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,549 |
|
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
6,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009 |
|
|
79,652 |
|
|
$ |
797 |
|
|
$ |
181,240 |
|
|
$ |
649,256 |
|
|
$ |
(396,631 |
) |
|
$ |
17,853 |
|
|
$ |
452,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADTRAN issued 856 shares, 325 shares and 1,197 shares of treasury stock to accommodate employee
stock option exercises during 2009, 2008 and 2007, respectively. During 2008 and 2007, ADTRAN
received 9 shares and 2 shares, respectively, previously held by employees for at least six months
as payment of the exercise price for employee stock options. None of the transactions with respect
to these shares were made in the open market. The average price paid per share with respect to
these transactions was based on the closing price of the common stock on the NASDAQ Global Select
Market on the date of the transaction. There were no such transactions during 2009.
The accompanying notes are an integral part of these consolidated financial statements.
46
ADTRAN, INC.
Consolidated Statements of Cash Flows (In thousands)
Years ended December 31, 2009, 2008 and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
74,221 |
|
|
$ |
78,581 |
|
|
$ |
76,335 |
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
10,084 |
|
|
|
9,891 |
|
|
|
10,695 |
|
Amortization of net premium on available-for-sale
investments |
|
|
3,686 |
|
|
|
2,101 |
|
|
|
2,094 |
|
Net realized loss (gain) on long-term investments |
|
|
1,297 |
|
|
|
2,409 |
|
|
|
(498 |
) |
Loss (gain) on disposal of property, plant, and equipment |
|
|
(31 |
) |
|
|
83 |
|
|
|
65 |
|
Stock-based compensation expense |
|
|
6,987 |
|
|
|
7,338 |
|
|
|
7,815 |
|
Deferred income taxes |
|
|
(1,024 |
) |
|
|
(903 |
) |
|
|
(2,990 |
) |
Tax benefit from stock option exercises |
|
|
1,549 |
|
|
|
981 |
|
|
|
4,408 |
|
Excess tax benefits from stock-based compensation
arrangements |
|
|
(998 |
) |
|
|
(619 |
) |
|
|
(3,249 |
) |
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
(15,143 |
) |
|
|
17,918 |
|
|
|
(13,898 |
) |
Other receivables |
|
|
(1,195 |
) |
|
|
189 |
|
|
|
4,396 |
|
Income tax receivable, net |
|
|
|
|
|
|
|
|
|
|
1,446 |
|
Inventory |
|
|
1,732 |
|
|
|
1,140 |
|
|
|
4,571 |
|
Prepaid expenses and other assets |
|
|
(489 |
) |
|
|
(549 |
) |
|
|
596 |
|
Accounts payable |
|
|
5,442 |
|
|
|
(1,887 |
) |
|
|
(7,933 |
) |
Accrued expenses and other liabilities |
|
|
1,010 |
|
|
|
93 |
|
|
|
3,517 |
|
Income taxes payable, net |
|
|
3,027 |
|
|
|
(951 |
) |
|
|
1,507 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
90,155 |
|
|
|
115,815 |
|
|
|
88,877 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant, and equipment |
|
|
(8,740 |
) |
|
|
(9,492 |
) |
|
|
(6,535 |
) |
Proceeds from sales and maturities of available-for-sale
investments |
|
|
186,193 |
|
|
|
248,688 |
|
|
|
253,339 |
|
Purchases of available-for-sale investments |
|
|
(262,067 |
) |
|
|
(242,791 |
) |
|
|
(217,316 |
) |
Acquisition of business, net of cash acquired |
|
|
(1,370 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
|
|
(85,984 |
) |
|
|
(3,595 |
) |
|
|
29,488 |
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from stock option exercises |
|
|
13,471 |
|
|
|
3,691 |
|
|
|
15,288 |
|
Purchases of treasury stock |
|
|
(15,896 |
) |
|
|
(63,569 |
) |
|
|
(138,589 |
) |
Dividend payments |
|
|
(22,486 |
) |
|
|
(22,919 |
) |
|
|
(24,600 |
) |
Payments on long-term debt |
|
|
(500 |
) |
|
|
(250 |
) |
|
|
(500 |
) |
Excess tax benefits from stock-based compensation arrangements |
|
|
998 |
|
|
|
619 |
|
|
|
3,249 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(24,413 |
) |
|
|
(82,428 |
) |
|
|
(145,152 |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
(20,242 |
) |
|
|
29,792 |
|
|
|
(26,787 |
) |
Effect of exchange rate changes |
|
|
2,468 |
|
|
|
(1,824 |
) |
|
|
581 |
|
Cash and cash equivalents, beginning of year |
|
|
41,909 |
|
|
|
13,941 |
|
|
|
40,147 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year |
|
$ |
24,135 |
|
|
$ |
41,909 |
|
|
$ |
13,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest |
|
$ |
2,435 |
|
|
$ |
2,447 |
|
|
$ |
2,469 |
|
Cash paid during the year for income taxes |
|
$ |
30,869 |
|
|
$ |
42,267 |
|
|
$ |
35,099 |
|
The accompanying notes are an integral part of these consolidated financial statements.
47
Notes to Consolidated Financial Statements
Note 1 Nature of Business and Summary of Significant Accounting Policies
ADTRAN, Inc. designs, manufactures, markets and services network access solutions for
communications networks. Our solutions are widely deployed by providers of communications services
(serviced by our Carrier Networks Division), and small and mid-sized businesses (SMBs) and
enterprises (serviced by our Enterprise Networks Division), and enable voice, data, video and
Internet communications across wireline and wireless networks. Many of these solutions are
currently in use by every major United States service provider and many global ones, as well as by
many public, private and governmental organizations worldwide.
Principles of Consolidation
Our consolidated financial statements include ADTRAN and its wholly owned subsidiaries. All
significant inter-company accounts and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
Cash and cash equivalents represent demand deposits, money market funds, and short-term investments
classified as available for sale with original maturities of three months or less. We maintain
depository investments with certain financial institutions. Although these depository investments
may exceed government insured depository limits, we have evaluated the credit worthiness of these
applicable financial institutions, and determined the risk of material financial loss due to
exposure of such credit risk to be minimal. As of December 31, 2009, $23.1 million of our cash and
cash equivalents, primarily certain domestic money market funds and foreign depository accounts,
were in excess of government provided insured depository limits. The Temporary Liquidity Guarantee
Program adopted during 2008 by the Federal Deposit Insurance Corporation provided full coverage of
our domestic depository accounts through December 2009. Although this program was extended through
June 30, 2010, the banks where we maintain our depository accounts opted out of participation in
the program after December 31, 2009.
Financial Instruments
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents,
accounts receivable, and accounts payable approximate fair value due to the immediate or short-term
maturity of these financial instruments. The carrying amount reported for bonds payable was $48.3
million compared to an estimated fair value of $45.8 million, based on a debt security with a
comparable interest rate and maturity and a Standard & Poors credit rating of A+.
Investments with maturities beyond one year, such as our variable rate demand notes, may be
classified as short-term based on their highly liquid nature and because such marketable securities
represent the investment of cash that is available for current operations. At December 31, 2009,
98% of our variable rate demand notes had a credit rating of VMIG-1 or A-1+ with the remaining 2%
rated A-1 and all contained put options of seven days. Thus, despite the long-term nature of their
stated contractual maturities, we believe that we have the ability to quickly liquidate these
securities. Our investments in these securities are recorded at fair value, and the interest rates
reset every seven days. We have the ability to sell our variable rate demand notes to the
remarketing agent, tender agent, or issuer at par value plus accrued interest in the event we
decide to liquidate our investment in a particular variable rate demand note. Approximately 22% of
our variable rate demand notes are supported by letters of credit from banks that we believe to be
in good financial condition. The remaining 78% of our variable rate demand notes are supported by
standby purchase agreements. As a result of all of these factors, we had no cumulative gross
unrealized holding gains (losses) or gross realized gains (losses) from these investments at
December 31, 2009. All income generated from these investments was recorded as interest income.
We have not been required to record any losses relating to municipal variable rate demand notes or
auction rate securities, and we have held no auction rate securities since February 7, 2008.
Long-term investments represent a restricted certificate of deposit, municipal fixed-rate bonds,
FDIC guaranteed corporate bonds, a fixed income bond fund, marketable equity securities, and other
equity investments. Marketable equity securities are reported at fair value as determined by the
most recently traded price of the securities at the balance sheet date, although the securities may
not be readily marketable due to the size of the available market. Unrealized gains and losses, net
of tax, are reported as a separate component of stockholders equity. Realized gains and losses on
sales of securities are computed under the specific identification method and are included in
current income. We periodically review our investment portfolio for investments considered to have
sustained an other-than-temporary decline in value. Impairment charges for other-than-temporary
declines in value are recorded as realized losses in the accompanying consolidated statements of
income. All of our investments at December 31, 2009 and 2008 are classified as available-for-sale
(see Note 3).
48
Accounts Receivable
We record accounts receivable at net realizable value. Prior to issuing payment terms to a new
customer, we perform a detailed credit review of the customer. Credit limits are established for
each new customer based on the results of this credit review. Payment terms are established for
each new customer, and collection experience is reviewed periodically in order to determine if the
customers payment terms and credit limits need to be revised.
We maintain an allowance for doubtful accounts for losses resulting from the inability of our
customers to make required payments. We regularly review the allowance for doubtful accounts and
consider factors such as the age of accounts receivable balances, the current economic conditions
that may affect a customers ability to pay, significant one-time events and our historical
experience. If the financial condition of a customer deteriorates, resulting in an impairment of
their ability to make payments, we may be required to make additional allowances. If circumstances
change with regard to individual receivable balances that have previously been determined to be
uncollectible (and for which a specific reserve has been established), a reduction in our allowance
for doubtful accounts may be required. Our allowance for doubtful accounts was $138 thousand at
December 31, 2009 and $38 thousand at December 31, 2008.
Other Receivables
Other receivables are comprised primarily of amounts due from subcontract manufacturers for product
component transfers and accrued interest on a restricted certificate of deposit.
Inventory
Inventory is carried at the lower of cost or market, with cost being determined using the first-in,
first-out method. Standard costs for material, labor and manufacturing overhead are used to value
inventory. Standard costs are updated at least quarterly; therefore, inventory costs approximate
actual costs at the end of each reporting period. We establish reserves for estimated excess,
obsolete or unmarketable inventory equal to the difference between the cost of the inventory and
the estimated fair value of the inventory based upon assumptions about future demand and market
conditions. When we dispose of excess and obsolete inventories, the related write-downs are charged
against the inventory reserve.
Property, Plant, and Equipment
Property, plant, and equipment, which are stated at cost, are depreciated using straight-line
depreciation over the estimated useful lives of the assets. We depreciate building and land
improvements from five to 39 years, office machinery and equipment from three to seven years,
engineering machinery and equipment from three to seven years and computer software from three to
five years. Expenditures for repairs and maintenance are charged to expense as incurred.
Betterments that materially prolong the lives of the assets are capitalized. The cost of assets
retired or otherwise disposed of and the related accumulated depreciation are removed from the
accounts, and the gain or loss on such disposition is included in other income, net in the
accompanying consolidated statements of income.
Liability for Warranty
Our products generally include warranties of one to ten years for product defects. We accrue for
warranty returns at the time revenue is recognized based on our estimate of the cost to repair or
replace the defective products. We engage in extensive product quality programs and processes,
including actively monitoring and evaluating the quality of our component suppliers. Our products
continue to become more complex in both size and functionality as many of our product offerings
migrate from line card applications to systems products. The increasing complexity of our products
will cause warranty incidences, when they arise, to be more costly. Our estimates regarding future
warranty obligations may change due to product failure rates, material usage, and other rework
costs incurred in correcting a product failure. In addition, from time to time, specific warranty
accruals may be recorded if unforeseen problems arise. Should our actual experience relative to
these factors be worse than our estimates, we will be required to record additional warranty
expense. Alternatively, if we provide for more reserves than we require, we will reverse a portion
of such provisions in future periods. The liability for warranty obligations totaled $2.8 million
at December 31, 2009 and 2008. These liabilities are included in accrued expenses in the
accompanying consolidated balance sheets.
49
A summary of warranty expense and write-off activity for the years ended December 31, 2009 and 2008 is
as follows:
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
Balance at beginning of period |
|
$ |
2,812 |
|
|
$ |
2,944 |
|
Plus: amounts acquired or charged to cost and expenses |
|
|
2,665 |
|
|
|
2,261 |
|
Less: deductions |
|
|
(2,644 |
) |
|
|
(2,393 |
) |
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
2,833 |
|
|
$ |
2,812 |
|
|
|
|
|
|
|
|
Stock-Based Compensation
We have two Board and stockholder approved stock option plans from which stock options and other
awards are available for grant to employees and directors. All employee and director stock options
granted under our stock option plans have an exercise price equal to the fair market value of the
award, as defined in the plan, of the underlying common stock on the grant date. There are
currently no vesting provisions tied to performance or market conditions for any option awards;
vesting for all outstanding option grants is based only on continued service as an employee or
director of ADTRAN. All of our outstanding stock option awards are classified as equity awards.
Under the provisions of our approved plans, we made grants of performance-based restricted stock
units to five of our executive officers in 2009 and 2008. The restricted stock units are subject
to a market condition based on the relative total shareholder return of ADTRAN against a peer group
of companies and vest at the end of a three-year performance period. The restricted stock units
are converted into shares of common stock upon vesting. Depending on the relative total
shareholder return over the performance period, the executive officers may earn from 0% to 150% of
the number of restricted stock units granted. The fair value of the award is based on the market
price of our common stock on the date of grant, adjusted for the expected outcome of the impact of
market conditions using a Monte Carlo Simulation valuation method. The recipients of the
restricted stock units also earn dividend credits during the performance period, which will be paid
in cash upon the issuance of common stock for the restricted stock units.
Stock-based compensation expense recognized under the Stock Compensation Topic of the Financial
Accounting Standards Board Accounting Standards Codification (FASB ASC) in 2009, 2008 and 2007 was
approximately $7.0 million, $7.3 million and $7.8 million, respectively. As of December 31, 2009,
total compensation cost related to non-vested stock options and restricted stock units not yet
recognized was approximately $16.1 million, which is expected to be recognized over an average
remaining recognition period of 2.9 years. See Note 2 of Notes to Consolidated Financial
Statements for additional information.
Impairment of Long-Lived Assets
We review long-lived assets for impairment under the guidance prescribed by the Property, Plant,
and Equipment Topic of the FASB ASC. We evaluate long-lived assets used in operations for
impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable and the undiscounted cash flows estimated to be generated by the asset
are less than the assets carrying value. An impairment loss would be recognized in the amount by
which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted
market price of an asset or an estimate based on the best information available in the
circumstances. There were no such impairment losses recognized during 2009, 2008 and 2007.
Research and Development Costs
Research and development costs include compensation for engineers and support personnel, outside
contracted services, depreciation and material costs associated with new product development, the
enhancement of current products, and product cost reductions. We continually evaluate new product
opportunities and engage in intensive research and product development efforts. Research and
development costs totaled $83.3 million, $81.8 million and $75.4 million for the years ended
December 31, 2009, 2008 and 2007, respectively.
Comprehensive Income
Comprehensive income consists of all changes in equity (net assets) during a period from non-owner
sources. Items included in comprehensive income include net income, changes in unrealized gains and
losses on marketable securities, and foreign currency translation adjustments. Comprehensive income
is presented in the Consolidated Statements of Changes in Stockholders Equity and Comprehensive
Income.
50
The components of accumulated comprehensive income (loss) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
Unrealized Gains |
|
|
Foreign |
|
|
Accumulated |
|
|
|
and (Losses) on |
|
|
Currency |
|
|
Other |
|
|
|
Marketable |
|
|
Translation |
|
|
Comprehensive |
|
(In thousands) |
|
Securities, Net of Tax |
|
|
Adjustment |
|
|
Income (Loss) |
|
Balance at December 31, 2006 |
|
$ |
2,219 |
|
|
$ |
477 |
|
|
$ |
2,696 |
|
Activity in 2007 |
|
|
2,427 |
|
|
|
581 |
|
|
|
3,008 |
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007 |
|
|
4,646 |
|
|
|
1,058 |
|
|
|
5,704 |
|
Activity in 2008 |
|
|
(4,889 |
) |
|
|
(1,824 |
) |
|
|
(6,713 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008 |
|
|
(243 |
) |
|
|
(766 |
) |
|
|
(1,009 |
) |
Activity in 2009 |
|
|
16,394 |
|
|
|
2,468 |
|
|
|
18,862 |
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009 |
|
$ |
16,151 |
|
|
$ |
1,702 |
|
|
$ |
17,853 |
|
|
|
|
|
|
|
|
|
|
|
Income Taxes
The provision for income taxes has been determined using the asset and liability approach of
accounting for income taxes. Under this approach, deferred taxes represent the future tax
consequences expected to occur when the reported amounts of assets and liabilities are recovered or
paid. The provision for income taxes represents income taxes paid or payable for the current year
plus the change in deferred taxes during the year. Deferred taxes result from the difference
between financial and tax bases of our assets and liabilities and are adjusted for changes in tax
rates and tax laws when such changes are enacted. Valuation allowances are recorded to reduce
deferred tax assets when it is more likely than not that a tax benefit will not be realized.
Foreign Currency
We record transactions denominated in foreign currencies on a monthly basis using exchange rates
from throughout the year. Assets and liabilities denominated in foreign currencies are translated
at the balance sheet dates using the closing rates of exchange between those foreign currencies and
the U.S. dollar with any transaction gains or losses reported in income. Adjustments from
translating financial statements of international subsidiaries are recorded as a component of
accumulated comprehensive income (loss).
Revenue Recognition
Revenue is generally recognized upon shipment of the product to the customer in accordance with the
terms of the sales agreement, generally FOB shipping point. In the case of consigned inventory,
revenue is recognized when the end customer assumes ownership of the product. When contracts
contain multiple elements, contract interpretation is sometimes required to determine the
appropriate accounting, including whether the deliverables specified in a multiple element contract
should be treated as separate units of accounting for revenue recognition purposes, and, if so, how
the price should be allocated among the elements and when to recognize the revenue for each
element. We record revenue associated with installation services when the installation and all
contractual obligations are complete. When contracts include both installation and product sales,
the installation is considered as a separate deliverable item. Either the purchaser, ADTRAN, or a
third party can perform the installation of our products. Shipping fees are recorded as revenue and
the related cost is included in cost of sales. Revenue is recorded net of discounts. Also, revenue
is recorded when the product price is fixed or determinable, collection of the resulting receivable
is probable, and product returns are reasonably estimable. Sales returns are accrued based on
historical sales return experience, which we believe provides a reasonable estimate of future
returns.
A portion of Enterprise Networks products are sold in the United States through a non-exclusive
distribution network of major technology distributors. These large organizations then distribute to
an extensive network of value-added resellers and system integrators. Value-added resellers and
system integrators may be affiliated with us as a channel partner, or they may purchase from the
distributor in an unaffiliated fashion. Additionally, with certain limitations our distributors may
return unused and unopened product for stock-balancing purposes when such returns are accompanied
by offsetting orders for products of equal or greater value.
We participate in cooperative advertising and market development programs with certain customers.
We use these programs to reimburse customers for certain forms of advertising, and in general, to
allow our customers credits up to a specified percentage of their net purchases. Our costs
associated with these programs are estimated and included in marketing expenses in our consolidated
statements of income. We also participate in rebate programs to provide sales incentives for
certain products. Our costs associated with these programs are estimated and accrued at the time of
sale, and are recorded as a reduction of sales in our consolidated statements of income.
51
Unearned Revenue
Unearned revenue primarily represents customer billings on our maintenance service programs and
deferred revenues relating to multiple element contracts where we still have contractual
obligations to our customers. We currently offer maintenance contracts ranging from one to five
years, primarily on Enterprise Networks Division products sold through distribution channels.
Revenue attributable to maintenance contracts is recognized on a straight-line basis over the
related contract term. In addition, we provide software maintenance and a variety of hardware
maintenance services to Carrier Network Division customers under contracts with terms up to ten
years. Non-current unearned revenue is included in other non-current liabilities in the
accompanying consolidated balance sheets. At December 31, 2009 and 2008, unearned revenue was as
follows:
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
Current unearned revenue |
|
$ |
7,138 |
|
|
$ |
6,141 |
|
Non-current unearned revenue |
|
|
3,915 |
|
|
|
3,235 |
|
|
|
|
|
|
|
|
Total |
|
$ |
11,053 |
|
|
$ |
9,376 |
|
|
|
|
|
|
|
|
Other Income, net
Other income, net, is comprised primarily of miscellaneous income and expense, gains and losses on
foreign currency transactions, investment account management fees, and gains or losses on the
disposal of property, plant, and equipment occurring in the normal course of business.
Earnings Per Share
Earnings per common share, and earnings per common share assuming dilution, are based on the
weighted average number of common shares and, when dilutive, common equivalent shares outstanding
during the year (see Note 11).
Dividends
The Board of Directors presently anticipates that it will declare a regular quarterly dividend so
long as the current tax treatment of dividends exists and adequate levels of liquidity are
maintained. During the years ended December 31, 2009, 2008 and 2007, ADTRAN paid $22.5 million,
$22.9 million and $24.6 million, respectively, in dividend payments. On January 19, 2010, the
Board of Directors declared a quarterly cash dividend of $0.09 per common share to be paid to
holders of record at the close of business on February 4, 2010. The ex-dividend date was February
2, 2010 and the payment date was February 18, 2010. The quarterly dividend payment was $5.6
million.
Business Combinations
On September 15, 2009, we acquired all of the outstanding stock of Objectworld Communications
Corporation (Objectworld), a provider of unified communication solutions. The purpose of this
acquisition was to acquire unified communications technologies. These technologies have been
integrated into our NetVanta® product line. The purchase price was approximately $1.5 million in
cash subject to certain post closing adjustments, and was allocated to the individual assets and
liabilities acquired. There was no goodwill determined in the final purchase price allocation.
Objectworlds financial statements have been included in our consolidated statements of income and
cash flows from the date of the acquisition to December 31, 2009 and our consolidated balance sheet
dated December 31, 2009.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of revenue and expense during the
reporting period. ADTRANs more significant estimates include the allowance for doubtful accounts,
obsolete and excess inventory reserves, warranty reserves, customer rebates, allowance for sales
returns, determination of the deferred revenue components of multiple element sales agreements,
estimated income tax contingencies, the fair value of stock-based compensation, and the evaluation
of other-than-temporary declines in the value of investments. Actual amounts could differ
significantly from these estimates.
52
Recently Issued Accounting Standards
In January 2010, the Financial Accounting Standards Board (FASB) issued Update No. 2010-06, which
amends the Fair Value Measurements and Disclosures topic of the FASB Accounting Standards
Codification (Codification). The amendments in this update require new disclosures about transfers
in and out of Levels 1 and 2 fair value measurements and the activity in Level 3 fair value
measurements and, in addition, clarify existing disclosures required for levels of disaggregation
and inputs and valuation techniques. These amendments will be effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures about activity in
Level 3 fair value measurements, which is effective for fiscal years beginning after December 15,
2010, and for interim periods within those fiscal years. We plan to adopt this amendment and
provide any additional disclosures required for the period ending March 31, 2010.
In October 2009, the FASB issued Update No. 2009-13, which amends the Revenue Recognition topic of
the Codification. This update provides amendments to the criteria in Subtopic 605-25 of the
Codification for separating consideration in multiple-deliverable arrangements. As a result of
those amendments, multiple-deliverable arrangements will be separated in more circumstances than
under existing U.S. GAAP. The amendments establish a selling price hierarchy for determining the
selling price of a deliverable and will replace the term fair value in the revenue allocation
guidance with selling price to clarify that the allocation of revenue is based on entity-specific
assumptions rather than assumptions of a marketplace participant. The amendments will also
eliminate the residual method of allocation and require that arrangement consideration be allocated
at the inception of the arrangement to all deliverables using the relative selling price method and
will require that a vendor determine its best estimate of selling price in a manner that is
consistent with that used to determine the price to sell the deliverable on a standalone basis.
These amendments will be effective prospectively for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010, with early adoption
permitted. We do not expect the adoption of this amendment will have a material impact on our
consolidated results of operations or financial condition.
In October 2009, the FASB issued Update No. 2009-14, which amends the Software topic of the
Codification. The amendments in this update change the accounting model for revenue arrangements
that include both tangible products and software elements. Tangible products containing software
components and non-software components that function together to deliver the tangible products
essential functionality is no longer within the scope of the software revenue guidance in Subtopic
985-605 of the Codification. In addition, the amendments in this update require that hardware
components of a tangible product containing software components always be excluded from the
software revenue guidance. In that regard, the amendments provide additional guidance on how to
determine which software, if any, relating to the tangible product also would be excluded from the
scope of the software revenue guidance. The amendments also provide guidance on how a vendor should
allocate arrangement consideration to deliverables in an arrangement that includes both tangible
products and software. The amendments also provide further guidance on how to allocate arrangement
consideration when an arrangement includes deliverables both included and excluded from the scope
of the software revenue guidance. These amendments will be effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or after June 15,
2010, with early adoption permitted. We do not expect the adoption of this amendment will have a
material impact on our consolidated results of operations or financial condition.
During 2009, we adopted the following accounting guidance, none of which had a material effect on
our consolidated results of operations or financial condition:
In December 2007, the FASB revised the authoritative guidance for business combinations, which
establishes principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling
interest in the acquiree in a business combination. The guidance establishes principles
stipulating how goodwill acquired in a business combination or a gain from a bargain purchase
should be recognized and measured. The guidance also expands the disclosure requirements related
to the nature and financial impact of business combinations. We adopted this guidance as of
January 1, 2009. We have applied this guidance to the business combination that occurred in the
third quarter of 2009.
In June 2009, the FASB established the FASB Codification as the source of authoritative
U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied to
nongovernmental entities and rules and interpretive releases of the SEC as authoritative GAAP for
SEC registrants. The Codification supersedes all the existing non-SEC accounting and reporting
standards upon its effective date and subsequently, the FASB will not issue new standards in the
form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. This guidance is
effective for interim periods ending after September 15, 2009. We adopted this guidance for the
period ended September 30, 2009, with no effect on our consolidated results of operations and
financial condition for the three and twelve months ended December 31, 2009.
In December 2007, the FASB revised the authoritative guidance for consolidation, which establishes
accounting and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. The guidance clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be reported as equity in
the consolidated financial statements. The guidance also requires consolidated net income to be
reported at amounts that include the amounts attributable to both the parent and the noncontrolling
interest. It also requires disclosure, on the face of the consolidated statement of income, of the
amounts of consolidated net income attributable to the parent and to the noncontrolling interest.
It also provides guidance when a subsidiary is deconsolidated and requires expanded disclosures in
the consolidated financial statements that clearly identify and distinguish between the interests
of the parent and the interests of the noncontrolling owners of a subsidiary. We
adopted this guidance as of January 1, 2009. The adoption of this guidance had no effect on our
consolidated results of operations and financial condition for the three and twelve months ended
December 31, 2009.
53
In June 2008, the FASB revised the authoritative guidance for earnings per share, which establishes
that unvested share-based payment awards that contain non-forfeitable rights to dividends or
dividend equivalents are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. In contrast, the right to receive dividends
or dividend equivalents that the holder will forfeit if the award does not vest does not constitute
a participation right and such an award does not meet the definition of a participating security in
its current form (that is, prior to the requisite service having been rendered for the award). We
adopted this guidance as of January 1, 2009. The adoption of this guidance had no effect on our
consolidated results of operations and financial condition for the three and twelve months ended
December 31, 2009.
In April 2009, the FASB revised the authoritative guidance for financial instruments. The guidance
requires disclosures about fair value of financial instruments in interim financial statements as
well as in annual financial statements. This guidance is effective for interim periods ending after
June 15, 2009. We adopted this guidance in the second quarter of 2009, and have provided the
disclosures required for the period ending December 31, 2009.
In April 2009, the FASB revised the authoritative guidance for fair value measurements and
disclosures to provide additional guidance in determining whether a market for a financial asset is
not active and a transaction is not distressed for fair value measurement purposes. This guidance
is effective for interim periods ending after June 15, 2009. We adopted this guidance for the
period ending June 30, 2009. The adoption of this guidance had no effect on our consolidated
results of operations and financial condition for the three and twelve months ended December 31,
2009.
In April 2009, the FASB revised the authoritative guidance for investments in debt and equity
securities to provide guidance in determining whether impairments in debt securities are
other-than-temporary, and modifies the presentation and disclosures surrounding such instruments.
This guidance is effective for interim periods ending after June 15, 2009. We adopted the
provisions of this guidance for the period ending June 30, 2009. The adoption of this guidance had
no effect on our consolidated results of operations and financial condition for the three and
twelve months ended December 31, 2009.
In May 2009, the FASB revised the authoritative guidance for subsequent events, which establishes
general standards of accounting for and disclosure of events that occur after the balance sheet
date but before financial statements are issued or are available to be issued. This guidance is
effective for financial statements issued for interim and annual reporting periods ending after
June 15, 2009. We adopted this guidance for the period ended June 30, 2009, and have provided the
disclosures required for the period ending December 31, 2009.
Note 2 Stock Incentive Plans
Stock Incentive Program Descriptions
Our Board of Directors adopted the 1996 Employee Incentive Stock Option Plan (1996 Plan) effective
February 14, 1996, as amended, under which 17.0 million shares of common stock were authorized for
issuance to certain employees and officers through incentive stock options and non-qualified stock
options. Options granted under the 1996 Plan typically become exercisable beginning after one year
of continued employment, normally pursuant to a four or five-year vesting schedule beginning on the
first anniversary of the grant date, and have a ten-year contractual term. The 1996 Plan expired
February 14, 2006, and expiration dates of options outstanding at December 31, 2009 under the 1996
Plan range from 2010 to 2016.
On January 23, 2006, the Board of Directors adopted the 2006 Employee Stock Incentive Plan (2006
Plan), which authorizes 13.0 million shares of common stock for issuance to certain employees and
officers through incentive stock options and non-qualified stock options, stock appreciation
rights, restricted stock and restricted stock units. The 2006 Plan was adopted by stockholder
approval at our annual meeting of stockholders held on May 9, 2006. Options granted under the 2006
Plan typically become exercisable beginning after one year of continued employment, normally
pursuant to a four-year vesting schedule beginning on the first anniversary of the grant date, and
have a ten-year contractual term. Expiration dates of options outstanding at December 31, 2009
under the 2006 Plan range from 2016 to 2019.
Our stockholders approved the 2005 Directors Stock Option Plan (Directors Plan) on May 18, 2005,
under which 0.4 million shares of common stock have been reserved. The Directors Plan is a formula
plan to provide options to our non-employee directors. Options granted under the Directors Plan
normally become exercisable in full on the first anniversary of the grant date, and have a ten-year
contractual term. We currently also have options outstanding under the 1995 Directors Stock Option
Plan, as amended, which expired October 31, 2005. Expiration dates of options outstanding under
both plans at December 31, 2009 range from 2010 to 2019.
54
The following table is a summary of our stock options outstanding as of December 31, 2008 and 2009
and the changes that occurred during 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Avg. |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Remaining |
|
|
|
|
|
|
Number of |
|
|
Average |
|
|
Contractual Life |
|
|
Aggregate |
|
(In thousands, except per share amounts) |
|
Options |
|
|
Exercise Price |
|
|
in Years |
|
|
Intrinsic Value |
|
Options outstanding, December 31, 2008 |
|
|
6,826 |
|
|
$ |
19.43 |
|
|
|
5.79 |
|
|
$ |
6,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted |
|
|
996 |
|
|
$ |
23.34 |
|
|
|
|
|
|
|
|
|
Options cancelled/forfeited |
|
|
(50 |
) |
|
$ |
23.31 |
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
(856 |
) |
|
$ |
15.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding, December 31, 2009 |
|
|
6,916 |
|
|
$ |
20.42 |
|
|
|
6.05 |
|
|
$ |
25,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, December 31, 2009 |
|
|
4,598 |
|
|
$ |
20.18 |
|
|
|
4.61 |
|
|
$ |
20,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table further describes our stock options outstanding as of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
Options |
|
|
Weighted Avg. |
|
|
Weighted |
|
|
Options |
|
|
Weighted |
|
|
|
Outstanding at |
|
|
Remaining |
|
|
Average |
|
|
Exercisable at |
|
|
Average |
|
Range of |
|
12/31/09 |
|
|
Contractual Life |
|
|
Exercise |
|
|
12/31/09 |
|
|
Exercise |
|
Exercise Prices |
|
(In thousands) |
|
|
in Years |
|
|
Price |
|
|
(In thousands) |
|
|
Price |
|
$8.69 $10.65 |
|
|
898 |
|
|
|
2.40 |
|
|
$ |
10.16 |
|
|
|
898 |
|
|
$ |
10.16 |
|
$10.66 $18.02 |
|
|
1,715 |
|
|
|
5.60 |
|
|
$ |
14.28 |
|
|
|
1,028 |
|
|
$ |
13.60 |
|
$18.03 $22.52 |
|
|
567 |
|
|
|
5.04 |
|
|
$ |
21.86 |
|
|
|
551 |
|
|
$ |
21.93 |
|
$22.53 $30.04 |
|
|
3,227 |
|
|
|
7.82 |
|
|
$ |
24.42 |
|
|
|
1,613 |
|
|
$ |
25.52 |
|
$30.05 $37.18 |
|
|
509 |
|
|
|
3.81 |
|
|
$ |
32.37 |
|
|
|
508 |
|
|
$ |
32.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,916 |
|
|
|
|
|
|
|
|
|
|
|
4,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All of the options above were issued at exercise prices that approximate fair market value at
the date of grant. At December 31, 2009, 9.7 million options were available for grant under the
shareholder approved plans.
The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the
difference between ADTRANs closing stock price on the last trading day of 2009 and the exercise
price, multiplied by the number of in-the-money options) that would have been received by the
option holders had all option holders exercised their options on December 31, 2009. The amount of
aggregate intrinsic value will change based on the fair market value of ADTRANs stock.
The total pre-tax intrinsic value of options exercised during 2009, 2008 and 2007 was $5.3 million,
$3.7 million and $14.5 million, respectively. The fair value of options fully vesting during 2009,
2008 and 2007 was $7.1 million, $7.4 million and $11.2 million, respectively.
Restricted Stock Program Description
On November 6, 2008, the Compensation Committee of the Board of Directors approved the Performance
Shares Agreement under the 2006 Plan which sets forth the terms and conditions of awards of
performance-based restricted stock units (RSUs). Of the 13.0 million shares of common stock
authorized for issuance under the 2006 Plan, ADTRAN may grant up to 5.0 million shares of common
stock for issuance to certain employees and officers for awards other than stock options, which
would include RSUs. Under a proposal approved by the Board of Directors, which is subject to
shareholder approval at the 2010 annual meeting, the number of shares available for awards other
than stock options under all stock plans will be reduced to 3.3 million. For the grants made in
2008 and 2009, the number of shares of common stock earned by a recipient pursuant to the RSUs is
subject to a market condition based on ADTRANs relative total shareholder return against a peer
group at the end of a three-year performance period. Depending on the relative total shareholder
return over the performance period, the recipient may earn from 0% to 150% of the shares underlying
the RSUs, with the shares earned distributed upon the vesting of the RSUs at the end of the
three-year performance period. The fair value of the award is based on the market price of our
common stock on the date of grant, adjusted for the expected outcome of the impact of market
conditions using a Monte Carlo Simulation valuation method. A portion of the granted RSUs also
vest and the underlying shares become deliverable upon the death or disability of the recipient or
upon a change of control of ADTRAN, as defined by the 2006 Plan. The recipients of the RSUs
receive dividend credits based on the shares of common stock underlying the RSUs. The dividend
credits are vested, earned and distributed in the same manner as the RSUs. The Compensation
Committee granted 26 thousand RSUs on November 7, 2009 and November 6, 2008, all of which remained
outstanding at December 31, 2009, with a fair value at the date of grant of $26.65 and $17.05 per
unit, respectively, to certain executive officers. As of December 31, 2009, there was
approximately $0.9 million of total unamortized compensation cost related to the non-vested portion
of this grant which will be recognized on a straight-line basis over the remainder of the
three-year performance period.
55
Valuation and Expense Information
ADTRAN uses the Black-Scholes option pricing model (Black-Scholes Model) for the purpose of
determining the estimated fair value of stock option awards on the date of grant. The
Black-Scholes Model requires the input of certain assumptions that involve judgment. Because our
stock options have characteristics significantly different from those of traded options, and
because changes in the input assumptions can materially affect the fair value estimate, existing
models may not provide reliable measures of fair value of our stock options. ADTRAN uses the Monte
Carlo Simulation valuation method to value its performance-based RSUs. We will continue to assess
the assumptions and methodologies used to calculate the estimated fair value of stock-based
compensation. If circumstances change, and additional data becomes available over time, we may
change our assumptions and methodologies, which may materially impact our fair value determination.
The following table summarizes stock-based compensation expense related to stock options and RSUs
under the Stock Compensation Topic of the FASB ASC for the years ended December 31, 2009, 2008 and
2007, which was recognized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense included in cost of sales |
|
$ |
268 |
|
|
$ |
253 |
|
|
$ |
268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expense |
|
|
3,039 |
|
|
|
3,263 |
|
|
|
3,495 |
|
Research and development expense |
|
|
3,680 |
|
|
|
3,822 |
|
|
|
4,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense included in operating expenses |
|
|
6,719 |
|
|
|
7,085 |
|
|
|
7,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense |
|
|
6,987 |
|
|
|
7,338 |
|
|
|
7,815 |
|
Tax benefit for expense associated with non-qualified options |
|
|
(634 |
) |
|
|
(669 |
) |
|
|
(680 |
) |
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense, net of tax |
|
$ |
6,353 |
|
|
$ |
6,669 |
|
|
$ |
7,135 |
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009, total compensation cost related to non-vested stock options and RSUs not
yet recognized was approximately $16.1 million, which is expected to be recognized over an average
remaining recognition period of 2.9 years.
The stock option pricing model requires the use of several significant assumptions that impact the
fair value estimate. These variables include, but are not limited to, the volatility of our stock
price and employee exercise behaviors. The assumptions and variables used for the current period
grants were developed based on guidance in the Stock Compensation Topic of the FASB ASC. There were
no material changes made during 2009 to the methodology used to determine our assumptions.
The weighted-average estimated fair value of stock options granted to employees and directors
during the twelve months ended December 31, 2009, 2008 and 2007 was $8.11 per share, $4.96 per
share and $8.76 per share, respectively, with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Expected volatility |
|
|
41.86 |
% |
|
|
41.70 |
% |
|
|
43.42 |
% |
Risk-free interest rate |
|
|
2.29 |
% |
|
|
2.43 |
% |
|
|
4.02 |
% |
Expected dividend yield |
|
|
1.55 |
% |
|
|
2.33 |
% |
|
|
1.56 |
% |
Expected life (in years) |
|
|
5.10 |
|
|
|
4.97 |
|
|
|
4.98 |
|
We based our estimate of expected volatility for the 12 months ended December 31, 2009, 2008
and 2007 on the sequential historical daily trading data of our common stock for a period equal to
the expected life of the options granted. The selection of the historical volatility method was
based on available data indicating our historical volatility is as equally representative of
ADTRANs future stock price trends as is implied volatility. We have no reason to believe the
future volatility of our stock price is likely to differ from its past volatility.
The risk-free interest rate assumption is based upon implied yields of U.S. Treasury zero-coupon
bonds on the date of grant having a remaining term equal to the expected life of the options
granted. The dividend yield is based on our historical and expected dividend payouts.
The expected life of our stock options is based upon historical exercise and cancellation activity
of our previous stock-based grants with a ten-year contractual term.
56
The RSU pricing model also requires the use of several significant assumptions that impact the fair
value estimate. The estimated fair value of the RSUs granted to employees on November 7, 2009 and
November 6, 2008 was $26.65 and $17.05, respectively, with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Expected volatility |
|
|
41.41 |
% |
|
|
38.61 |
% |
Risk-free interest rate |
|
|
1.40 |
% |
|
|
1.63 |
% |
Expected dividend yield |
|
|
1.53 |
% |
|
|
2.35 |
% |
Fair value of future dividend payments |
|
$ |
1.06 |
|
|
$ |
1.06 |
|
Stock-based compensation expense recognized in our Consolidated Statements of Income for the
12 months ended December 31, 2009, 2008 and 2007 is based on RSUs and options ultimately expected
to vest, and has been reduced for estimated forfeitures. Estimates for forfeiture rates are based
upon historical experience and are evaluated quarterly. We expect our forfeiture rate for stock
option awards to be approximately 5% annually. We estimated a 0% forfeiture rate for our RSUs due
to the limited number of recipients and lack of historical experience for these awards.
Note 3 Investments
We classify our investments as available-for-sale. At December 31, 2009, we held the
following securities and investments, recorded at either fair value or cost.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Unrealized |
|
|
Fair Value / |
|
(In thousands) |
|
Amortized Cost |
|
|
Gains |
|
|
Losses |
|
|
Carrying Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation plan assets |
|
$ |
2,904 |
|
|
$ |
528 |
|
|
$ |
(8 |
) |
|
$ |
3,424 |
|
Corporate bonds (FDIC guaranteed) |
|
|
20,127 |
|
|
|
287 |
|
|
|
|
|
|
|
20,414 |
|
Municipal fixed-rate bonds |
|
|
140,278 |
|
|
|
1,009 |
|
|
|
(2 |
) |
|
|
141,285 |
|
Municipal variable rate demand notes |
|
|
84,359 |
|
|
|
|
|
|
|
|
|
|
|
84,359 |
|
Fixed income bond fund |
|
|
867 |
|
|
|
296 |
|
|
|
|
|
|
|
1,163 |
|
Marketable equity securities |
|
|
9,805 |
|
|
|
23,927 |
|
|
|
(197 |
) |
|
|
33,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities held at
fair value |
|
$ |
258,340 |
|
|
$ |
26,047 |
|
|
$ |
(207 |
) |
|
$ |
284,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted investment held at cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,250 |
|
Other investments held at cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total carrying value of available-for-sale
investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
334,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2008, we held the following securities and investments, recorded at either
fair value or cost.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Unrealized |
|
|
Fair Value / |
|
(In thousands) |
|
Amortized Cost |
|
|
Gains |
|
|
Losses |
|
|
Carrying Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation plan assets |
|
$ |
3,137 |
|
|
$ |
|
|
|
$ |
(680 |
) |
|
$ |
2,457 |
|
Government agency security |
|
|
1,995 |
|
|
|
4 |
|
|
|
|
|
|
|
1,999 |
|
Municipal fixed-rate bonds |
|
|
115,792 |
|
|
|
1,152 |
|
|
|
(1 |
) |
|
|
116,943 |
|
Municipal variable rate demand notes |
|
|
52,633 |
|
|
|
|
|
|
|
|
|
|
|
52,633 |
|
Fixed income bond fund |
|
|
1,279 |
|
|
|
|
|
|
|
(395 |
) |
|
|
884 |
|
Marketable equity securities |
|
|
12,014 |
|
|
|
1,740 |
|
|
|
(2,110 |
) |
|
|
11,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities held at
fair value |
|
$ |
186,850 |
|
|
$ |
2,896 |
|
|
$ |
(3,186 |
) |
|
$ |
186,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted investment held at cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,750 |
|
Other investments held at cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total carrying value of available-for-sale
investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
237,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009 and 2008, we held $3.4 million and $2.5 million, respectively, of
deferred compensation plan assets, carried at fair value.
57
At December 31, 2009, we held $20.4 million of corporate bonds issued by various banks that are
guaranteed by the Federal Deposit Insurance Corporation (FDIC). These bonds are classified as
available-for-sale and had an average duration of 2.19 years at December 31, 2009. All of these
bonds had a credit rating of AAA at December 31, 2009.
At December 31, 2009 and 2008, we held $141.3 million and $116.9 million of municipal fixed-rate
bonds. At December 31, 2009, approximately 49% of our municipal fixed-rate bond portfolio had a
credit rating of AAA, 45% had a credit rating of AA, and the remaining 6% had a credit rating of A.
These bonds are classified as available-for-sale investments and had an average duration of 1.04
years at December 31, 2009. Because our bond portfolio has a high quality rating and contractual
maturities of a short duration, we are able to obtain prices for these bonds derived from
observable market inputs, or for similar securities traded in an active market, on a daily basis.
As of December 31, 2009, municipal fixed-rate bonds had the following contractual maturities:
|
|
|
|
|
(In thousands) |
|
|
|
|
Less than one year |
|
$ |
88,110 |
|
One year to three years |
|
|
53,175 |
|
|
|
|
|
Total |
|
$ |
141,285 |
|
|
|
|
|
At December 31, 2009 and 2008, we held $84.4 million and $52.6 million of municipal variable
rate demand notes, all of which were classified as available-for-sale short-term investments. At
December 31, 2009, 98% of our municipal variable rate demand notes had a credit rating of VMIG-1 or
A-1+ with the remaining 2% rated A-1 and all contained put options of seven days. Thus, despite
the long-term nature of their stated contractual maturities, we believe we have the ability to
quickly liquidate these securities. Our investments in these securities are recorded at fair
value, and the interest rates reset every seven days. We have the ability to sell our variable
rate demand notes to the remarketing agent, tender agent or issuer at par value plus accrued
interest in the event we decide to liquidate our investment in a particular variable rate demand
note. Approximately 22% of our variable rate demand notes are supported by letters of credit from
banks that we believe to be in good financial condition. The remaining 78% of our variable rate
demand notes are supported by standby purchase agreements. As a result of these factors, we had no
cumulative gross unrealized holding gains (losses) or gross realized gains (losses) from these
investments. All income generated from these investments was recorded as interest income. We have
not been required to record any losses relating to municipal variable rate demand notes or
municipal auction rate securities, and we have held no municipal auction rate securities since
February 7, 2008.
At December 31, 2009 and 2008, we held $1.2 million and $0.9 million of a fixed income bond fund.
This bond fund had unrealized gains of $0.3 million at December 31, 2009 and unrealized losses of
$0.4 million at December 31, 2008.
At December 31, 2009, we held $33.5 million of marketable equity securities, including a single
security, of which we held 2.1 million shares, carried at a fair value of $22.4 million. We sold
470 thousand shares of this security during the 12 months ended December 31, 2009. The sales
resulted in proceeds of $1.7 million and a realized gain of $1.5 million. This single security
traded approximately 395 thousand shares per day in 2009, in an active market on a European stock
exchange. This single security carried $21.7 million of the gross unrealized gains included in the
fair value of our marketable equity securities at December 31, 2009. The remaining $2.2 million
of gross unrealized gains and $0.2 million of gross unrealized losses at December 31, 2009 were
spread amongst more than 375 equity securities. At December 31, 2008, we held $11.6 million of
marketable equity securities, including the single security mentioned above, of which we held 2.5
million shares, carried at a fair value of $2.5 million. This single security carried $1.6 million
of the gross unrealized gains included in the fair value of our marketable equity securities at
December 31, 2008. The remaining $0.1 million of unrealized gains and $2.1 million of gross
unrealized losses at December 31, 2008 were spread amongst more than 350 equity securities.
At December 31, 2009 and 2008, we held a $48.3 million and $48.8 million, respectively, restricted
certificate of deposit, which is carried at cost. This investment serves as a collateral deposit
against the principal amount outstanding under loans made to ADTRAN pursuant to an Alabama State
Industrial Development Authority revenue bond (the Bond). At December 31, 2009, the estimated fair
value of the Bond was approximately $45.8 million, based on a debt security with a comparable
interest rate and maturity and a Standard & Poors credit rating of A+. ADTRAN has the right to
set-off the balance of the Bond with the collateral deposit in order to reduce the balance of the
indebtedness. For more information on the Bond, see Note 6 of Notes to Consolidated Financial
Statements.
At December 31, 2009 and 2008, we held $2.2 million of other investments carried at cost,
consisting of interests in two private equity funds and an investment in a privately held
telecommunications equipment manufacturer. The fair value of these investments was estimated to be
approximately $10.1 million at December 31, 2009, based on unobservable inputs including
information supplied by the company and the fund managers. We have committed to invest up to an
aggregate of $7.9 million in the two private equity funds, and we have contributed $7.9 million as
of December 31, 2009, of which $7.4 million has been applied toward these commitments. As of
December 31, 2009 we have received distributions related to these two private equity funds of $6.3
million, of which $0.6 million was recorded as a realized investment gain. These investments are
carried at cost, net of distributions, with distributions in excess of our investment recorded as a
realized investment gain. The duration of each of these commitments is ten years with $0.2
million expiring in 2010 and $0.3 million expiring in 2012. We have not been required to record
any impairment losses related to these investments during the years ended December 31, 2009, 2008
or 2007.
58
We review our investment portfolio for potential other-than-temporary declines in value on an
individual investment basis. We assess, on a quarterly basis, significant declines in value which
may be considered other-than-temporary and, if necessary, recognize and record the appropriate
charge to write-down the carrying value of such investments. In making this assessment, we take
into consideration qualitative and quantitative information, including but not limited to the
following: the magnitude and duration of historical declines in market prices, credit rating
activity, assessments of liquidity, public filings, and statements made by the issuer. We generally
begin our identification of potential other-than-temporary impairments by reviewing any security
with a fair value that has declined from its original or adjusted cost basis by 25% or more for six
or more consecutive months. We then evaluate the individual security based on the previously
identified factors to determine the amount of the write-down, if any. As a result of our review,
we did not record any other-than-temporary impairment charge during the fourth quarter of 2009.
For each of the years ended December 31, 2009, 2008 and 2007 we recorded a charge of $2.9 million,
$2.4 million and $0.1 million, respectively, related to the other-than-temporary impairment of
certain publicly traded equity securities, a fixed income bond fund and deferred compensation
assets.
Realized gains and losses on sales of securities are computed under the specific identification
method. The following table presents gross realized gains and losses related to our investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross realized gains |
|
$ |
1,978 |
|
|
$ |
1,884 |
|
|
$ |
1,075 |
|
Gross realized losses |
|
$ |
(3,275 |
) |
|
$ |
(4,293 |
) |
|
$ |
(577 |
) |
The following table presents the breakdown of investments with unrealized losses at December
31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuous Unrealized |
|
|
Continuous Unrealized |
|
|
|
|
|
|
Loss Position for Less |
|
|
Loss Position for |
|
|
|
|
|
|
than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
(In thousands) |
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
Deferred compensation plan assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
160 |
|
|
$ |
(8 |
) |
|
$ |
160 |
|
|
$ |
(8 |
) |
Municipal fixed-rate bonds |
|
|
1,481 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
1,481 |
|
|
|
(2 |
) |
Marketable equity securities |
|
|
2,428 |
|
|
|
(91 |
) |
|
|
1,834 |
|
|
|
(106 |
) |
|
|
4,262 |
|
|
|
(197 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,909 |
|
|
$ |
(93 |
) |
|
$ |
1,994 |
|
|
$ |
(114 |
) |
|
$ |
5,903 |
|
|
$ |
(207 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in unrealized losses during 2009, as reflected in the table above, primarily
occurred due to the improvements in the credit markets and improved equity market conditions. At
December 31, 2009, a total of 145 of our marketable equity securities were in an unrealized loss
position.
The following table presents the breakdown of investments with unrealized losses at December 31,
2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuous Unrealized |
|
|
Continuous Unrealized |
|
|
|
|
|
|
Loss Position for Less |
|
|
Loss Position for |
|
|
|
|
|
|
than 12 Months |
|
|
12 Months or Greater |
|
|
Total |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
(In thousands) |
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
Deferred compensation plan assets |
|
$ |
2,435 |
|
|
$ |
(658 |
) |
|
$ |
22 |
|
|
$ |
(22 |
) |
|
$ |
2,457 |
|
|
$ |
(680 |
) |
Municipal fixed-rate bonds |
|
|
1,573 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
1,573 |
|
|
|
(1 |
) |
Fixed income bond fund |
|
|
|
|
|
|
|
|
|
|
884 |
|
|
|
(395 |
) |
|
|
884 |
|
|
|
(395 |
) |
Marketable equity securities |
|
|
5,627 |
|
|
|
(1,848 |
) |
|
|
554 |
|
|
|
(262 |
) |
|
|
6,181 |
|
|
|
(2,110 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
9,635 |
|
|
$ |
(2,507 |
) |
|
$ |
1,460 |
|
|
$ |
(679 |
) |
|
$ |
11,095 |
|
|
$ |
(3,186 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in unrealized losses during 2008, as reflected in the table above, primarily
occurred during the fourth quarter of 2008 due to the impact of strained credit markets and
deteriorating equity market conditions on the value of these investments. At December 31, 2008, a
total of 216 of our marketable equity securities were in an unrealized loss position.
59
In accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC, we have
categorized our cash equivalents held in money market funds and our investments held at fair value
into a three-level fair value hierarchy based on the priority of the
inputs to the valuation technique for the cash equivalents and investments as follows: Level 1 -
Values based on unadjusted quoted prices for identical assets or liabilities in an active market;
Level 2 Values based on quoted prices in markets that are not active or model inputs that are
observable either directly or indirectly; Level 3 Values based on prices or valuation techniques
that require inputs that are both unobservable and significant to the overall fair value
measurement. These inputs include information supplied by investees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2009 Using |
|
|
|
|
|
|
|
|
|
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
Quoted Prices in Active |
|
|
Observable |
|
|
Unobservable |
|
|
|
|
|
|
|
Markets for Identical |
|
|
Inputs |
|
|
Inputs |
|
(In thousands) |
|
Fair Value |
|
|
Assets (Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
18,370 |
|
|
$ |
18,370 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities held
at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation plan assets |
|
|
3,424 |
|
|
|
3,424 |
|
|
|
|
|
|
|
|
|
Corporate bonds (FDIC guaranteed) |
|
|
20,414 |
|
|
|
|
|
|
|
20,414 |
|
|
|
|
|
Municipal fixed-rate bonds |
|
|
141,285 |
|
|
|
|
|
|
|
141,285 |
|
|
|
|
|
Municipal variable rate demand notes |
|
|
84,359 |
|
|
|
|
|
|
|
84,359 |
|
|
|
|
|
Fixed income bond fund |
|
|
1,163 |
|
|
|
1,163 |
|
|
|
|
|
|
|
|
|
Marketable equity securities |
|
|
33,535 |
|
|
|
33,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities held at fair value |
|
|
284,180 |
|
|
|
38,122 |
|
|
|
246,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
302,550 |
|
|
$ |
56,492 |
|
|
$ |
246,058 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2008 Using |
|
|
|
|
|
|
|
|
|
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
Quoted Prices in Active |
|
|
Observable |
|
|
Unobservable |
|
|
|
|
|
|
|
Markets for Identical |
|
|
Inputs |
|
|
Inputs |
|
(In thousands) |
|
Fair Value |
|
|
Assets (Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
25,389 |
|
|
$ |
25,389 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities held
at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation plan assets |
|
|
2,457 |
|
|
|
2,457 |
|
|
|
|
|
|
|
|
|
Government agency security |
|
|
1,999 |
|
|
|
|
|
|
|
1,999 |
|
|
|
|
|
Municipal fixed-rate bonds |
|
|
116,943 |
|
|
|
|
|
|
|
116,943 |
|
|
|
|
|
Municipal variable rate demand notes |
|
|
52,633 |
|
|
|
|
|
|
|
52,633 |
|
|
|
|
|
Fixed income bond fund |
|
|
884 |
|
|
|
884 |
|
|
|
|
|
|
|
|
|
Marketable equity securities |
|
|
11,644 |
|
|
|
11,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities held
at fair value |
|
|
186,560 |
|
|
|
14,985 |
|
|
|
171,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
211,949 |
|
|
$ |
40,374 |
|
|
$ |
171,575 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 4 Inventory
At December 31, 2009 and 2008, inventory was comprised of the following:
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
Raw materials |
|
$ |
33,930 |
|
|
$ |
32,591 |
|
Work in process |
|
|
2,662 |
|
|
|
1,552 |
|
Finished goods |
|
|
16,832 |
|
|
|
20,991 |
|
Inventory reserve |
|
|
(7,750 |
) |
|
|
(7,728 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
45,674 |
|
|
$ |
47,406 |
|
|
|
|
|
|
|
|
60
Note 5 Property, Plant, and Equipment
At December 31, 2009 and 2008, property, plant, and equipment were comprised of the following:
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
Land |
|
$ |
4,263 |
|
|
$ |
4,263 |
|
Building and land improvements |
|
|
14,638 |
|
|
|
13,508 |
|
Building |
|
|
68,495 |
|
|
|
68,495 |
|
Furniture and fixtures |
|
|
15,746 |
|
|
|
15,690 |
|
Computer hardware and software |
|
|
57,218 |
|
|
|
55,125 |
|
Engineering and other equipment |
|
|
80,289 |
|
|
|
74,864 |
|
|
|
|
|
|
|
|
Total Property, Plant, and Equipment |
|
|
240,649 |
|
|
|
231,945 |
|
Less accumulated depreciation |
|
|
(166,340 |
) |
|
|
(156,458 |
) |
|
|
|
|
|
|
|
Total Property, Plant, and Equipment (net) |
|
$ |
74,309 |
|
|
$ |
75,487 |
|
|
|
|
|
|
|
|
Depreciation expense was $10.0 million, $9.9 million and $10.7 million in 2009, 2008 and 2007,
respectively.
Note 6 Alabama State Industrial Development Authority Financing and Economic Incentives
In conjunction with an expansion of our Huntsville, Alabama, facility, we were approved for
participation in an incentive program offered by the State of Alabama Industrial Development
Authority (the Authority). Pursuant to the program, on January 13, 1995, the Authority issued
$20.0 million of its taxable revenue bonds and loaned the proceeds from the sale of the bonds to
ADTRAN. The bonds were originally purchased by AmSouth Bank of Alabama, Birmingham, Alabama (the
Bank). Wachovia Bank, N.A., Nashville, Tennessee (formerly First Union National Bank of
Tennessee) (the Bondholder), which was acquired by Wells Fargo & Company on December 31, 2008,
purchased the original bonds from the Bank and made further advances to the Authority, bringing the
total amount outstanding to $50.0 million. An Amended and Restated Taxable Revenue Bond (Amended
and Restated Bond) was issued and the original financing agreement was amended. The Amended and
Restated Bond bears interest, payable monthly. The interest rate is 5%. The Amended and Restated
Bond matures on January 1, 2020. The estimated fair value of the bond at December 31, 2009 was
approximately $45.8 million, based on a debt security with a comparable interest rate and maturity
and a Standard & Poors credit rating of A+. We are required to make payments to the Authority in
amounts necessary to pay the principal of and interest on the Amended and Restated Bond. Included
in long-term investments at December 31, 2009 is $48.3 million which is invested in a restricted
certificate of deposit. These funds serve as a collateral deposit against the principal of this
bond, and ADTRAN has the right to set-off the balance of the Bond with the collateral deposit in
order to reduce the balance of the indebtedness. In conjunction with this program, we are eligible
to receive certain economic incentives from the state of Alabama that reduce the amount of payroll
withholdings that we are required to remit to the state for those employment positions that qualify
under the program. We realized $1.5 million in economic incentives for the year ended December 31,
2009 and $1.4 million for each of the years ended December 31, 2008 and 2007.
Due to continued positive cash flow from operating activities, ADTRAN made a business decision to
begin an early partial redemption of the bond as evidenced by a $0.5 million principal payment in
the fourth quarter of 2009, a $0.2 million principal payment in the third quarter of 2008, and a
$0.5 million principal payment in the third quarter of 2007. It is our intent to make annual
principal payments in addition to the interest amounts that are due. In connection with this
decision, $0.5 million of the bond debt has been reclassified to a current liability in the
Consolidated Balance Sheet at December 31, 2009 and 2008.
Note 7 Income Taxes
A summary of the components of the provision for income taxes as of December 31, 2009, 2008
and 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
|
2007 |
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
30,756 |
|
|
$ |
37,245 |
|
|
$ |
38,956 |
|
State |
|
|
3,615 |
|
|
|
3,350 |
|
|
|
3,270 |
|
|
|
|
|
|
|
|
|
|
|
Total current |
|
|
34,371 |
|
|
|
40,595 |
|
|
|
42,226 |
|
Deferred tax benefit |
|
|
(1,024 |
) |
|
|
(903 |
) |
|
|
(2,990 |
) |
|
|
|
|
|
|
|
|
|
|
Total provision for income taxes |
|
$ |
33,347 |
|
|
$ |
39,692 |
|
|
$ |
39,236 |
|
|
|
|
|
|
|
|
|
|
|
61
The effective income tax rate differs from the federal statutory rate due to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Tax provision computed at the federal statutory rate |
|
|
35.00 |
% |
|
|
35.00 |
% |
|
|
35.00 |
% |
State income tax provision, net of federal benefit |
|
|
3.68 |
|
|
|
2.95 |
|
|
|
2.95 |
|
Federal research credits |
|
|
(3.37 |
) |
|
|
(1.86 |
) |
|
|
(1.64 |
) |
Tax-exempt income |
|
|
(1.05 |
) |
|
|
(1.59 |
) |
|
|
(2.43 |
) |
State tax incentives |
|
|
(1.36 |
) |
|
|
(1.15 |
) |
|
|
(1.19 |
) |
Stock-based compensation |
|
|
1.64 |
|
|
|
1.59 |
|
|
|
1.71 |
|
Domestic production activity deduction |
|
|
(3.33 |
) |
|
|
(1.62 |
) |
|
|
(0.95 |
) |
Other, net |
|
|
(0.21 |
) |
|
|
0.24 |
|
|
|
0.50 |
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
31.00 |
% |
|
|
33.56 |
% |
|
|
33.95 |
% |
|
|
|
|
|
|
|
|
|
|
Deferred income taxes on the balance sheet result from temporary differences between the amount of
assets and liabilities recognized for financial reporting and tax purposes. The principal
components of our current and non-current deferred taxes are as follows:
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
Current deferred tax assets |
|
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
46 |
|
|
$ |
14 |
|
Inventory |
|
|
4,682 |
|
|
|
4,656 |
|
Accrued expenses |
|
|
3,875 |
|
|
|
3,959 |
|
State tax and interest expense |
|
|
|
|
|
|
24 |
|
|
|
|
|
|
|
|
Total current deferred tax assets |
|
|
8,603 |
|
|
|
8,653 |
|
Non-current deferred tax assets |
|
|
|
|
|
|
|
|
Accrued expenses |
|
|
103 |
|
|
|
55 |
|
Deferred compensation |
|
|
1,364 |
|
|
|
1,249 |
|
Stock-based compensation |
|
|
2,891 |
|
|
|
2,248 |
|
State tax and interest expense |
|
|
1,002 |
|
|
|
900 |
|
Investments |
|
|
|
|
|
|
2,220 |
|
Other |
|
|
|
|
|
|
107 |
|
Foreign loss and state credit carry-forwards |
|
|
5,559 |
|
|
|
1,581 |
|
Valuation allowance |
|
|
(5,340 |
) |
|
|
(1,581 |
) |
|
|
|
|
|
|
|
Total non-current deferred tax assets |
|
|
5,579 |
|
|
|
6,779 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
$ |
14,182 |
|
|
$ |
15,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Non-current deferred tax liabilities |
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
$ |
(3,809 |
) |
|
$ |
(2,859 |
) |
Investments |
|
|
(6,805 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total non-current deferred tax liabilities |
|
$ |
(10,614 |
) |
|
$ |
(2,859 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
3,568 |
|
|
$ |
12,573 |
|
|
|
|
|
|
|
|
At December 31, 2009 and 2008, non-current deferred tax liabilities and non-current deferred tax
assets, respectively, related to investments reflect deferred taxes on unrealized gains and losses
on available-for-sale investments. The net change in non-current deferred taxes associated with
these investments, a deferred tax provision of $9.8 million in 2009 and a deferred tax benefit of
$2.9 million in 2008, is recorded as an adjustment to other comprehensive income, presented in the
Consolidated Statements of Changes in Stockholders Equity and Comprehensive Income.
We have foreign loss and state credit carry-forwards of $5.6 million which will expire between 2014
and 2029. These carry-forwards were caused by tax credits in excess of our annual tax liabilities
to an individual state where we no longer generate sufficient state income and net operating loss
carry-forwards acquired through the acquisition of a foreign entity. In accordance with the Income
Taxes Topic of the FASB ASC, we believe it is more likely than not that we will not realize the
full benefits of the deferred tax asset arising from these losses and credits, and accordingly,
have provided a valuation allowance against these assets. We do not provide for U.S. income tax on
undistributed earnings of our foreign operations, whose earnings are intended to be permanently
reinvested. For years ended December 31, 2009, 2008 and 2007, foreign profits before income taxes
were not material.
During 2009, 2008 and 2007, we recorded an income tax benefit of $1.5 million, $1.0 million and
$4.4 million, respectively, as an adjustment to equity in accordance with the Stock Compensation
Topic of the FASB ASC. This deduction is calculated on the difference between the exercise price
of stock option exercises and the market price of the underlying common stock upon exercise. For
the years ended December 31, 2009, 2008 and 2007, approximately 62%, 64% and 52%, respectively, of
the income tax deduction
related to disqualifying dispositions of shares acquired upon exercise of incentive stock options
and 38%, 36% and 48%, respectively, related to non-qualified stock options.
62
On January 1, 2007, ADTRAN adopted the revised authoritative guidance for income taxes, which
requires a company to recognize the benefit of a tax position in its financial statements only if
that position is more likely than not of being sustained on an audit basis solely on the
technical merit of the position. The adoption of this guidance resulted in a decrease to
stockholders equity of $1.2 million on January 1, 2007 for unrecognized tax expense, of which $0.5
million was related to estimated interest and penalties. The change in the unrecognized income tax
benefits for 2009, 2008 and 2007 is reconciled below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Gross |
|
|
2008 Gross |
|
|
2007 Gross |
|
|
|
Unrecognized |
|
|
Unrecognized |
|
|
Unrecognized |
|
|
|
Income Tax |
|
|
Income Tax |
|
|
Income Tax |
|
(In thousands) |
|
Benefit |
|
|
Benefit |
|
|
Benefit |
|
Unrecognized income tax benefit as of January
1, 2009, 2008 and 2007, respectively |
|
$ |
2,775 |
|
|
$ |
2,645 |
|
|
$ |
2,153 |
|
Increases for tax position related to: |
|
|
|
|
|
|
|
|
|
|
|
|
Prior years |
|
|
390 |
|
|
|
159 |
|
|
|
633 |
|
Current year |
|
|
610 |
|
|
|
718 |
|
|
|
411 |
|
Decreases for tax positions related to: |
|
|
|
|
|
|
|
|
|
|
|
|
Prior years |
|
|
(1 |
) |
|
|
(119 |
) |
|
|
(50 |
) |
Current year |
|
|
|
|
|
|
|
|
|
|
|
|
Settlements with taxing authorities |
|
|
(413 |
) |
|
|
(49 |
) |
|
|
(502 |
) |
Expiration of applicable statute of limitations |
|
|
(442 |
) |
|
|
(579 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized income tax benefit as of December
31, 2009, 2008 and 2007, respectively |
|
$ |
2,919 |
|
|
$ |
2,775 |
|
|
$ |
2,645 |
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009, 2008, and 2007, our total liability for unrecognized tax benefits was $2.9
million, $2.8 million, and $2.6 million, respectively, of which $2.3 million, $2.2 million, and
$2.1 million, respectively, would reduce our effective tax rate if we were successful in upholding
all of the uncertain positions and recognized the amounts recorded. We classify interest and
penalties recognized on the liability for unrecognized tax benefits as income tax expense. The
balances of accrued interest and penalties were $1.2 million as of December 31, 2009 and 2008, and
$1.1 million as of December 31, 2007.
We do not anticipate a single tax position generating a significant increase or decrease in our
liability for unrecognized tax benefits within 12 months of this reporting date. We file income
tax returns in the U.S. federal and various state jurisdictions and several foreign jurisdictions.
We are currently under audit by the Internal Revenue Service for the 2006 and 2007 tax years and
have been audited by the State of Alabama through the 2007 tax year. Generally, we are not subject
to changes in income taxes by any taxing jurisdiction for the years prior to 2006.
Note 8 Employee Benefit Plans
401(k) Savings Plan
We maintain the ADTRAN, Inc. 401(k) Retirement Plan (Savings Plan) for the benefit of our eligible
employees. The Savings Plan is intended to qualify under Sections 401(a) and 401(k) of the
Internal Revenue Code of 1986, as amended (Code), and is intended to be a safe harbor 401(k) plan
under Code Section 401(k)(12). The Savings Plan allows employees to save for retirement by
contributing part of their compensation to the plan on a tax-deferred basis. The Savings Plan also
requires us to contribute a safe harbor amount each year. In 2007, we contributed an amount
equal to 3% of compensation for eligible employees who had completed a year of service by the end
of the year. Beginning January 1, 2008, we changed our contribution such that we matched up to 4%
of employee contributions (100% of an employees first 3% of contributions and 50% of their next 2%
of contributions), beginning on the employees one year anniversary date. In calculating our
matching contribution, we only use compensation up to the statutory maximum under the Code ($245
thousand for 2009). All contributions under the Savings Plan are 100% vested. Expenses recorded
for employer contributions and plan administration costs for the Savings Plan amounted to
approximately $4.2 million, $3.9 million and $3.1 million in 2009, 2008 and 2007, respectively.
63
Deferred Compensation Plan
We maintain the ADTRAN, Inc. Deferred Compensation Plan (Deferred Compensation Plan). This plan is
offered as a supplement to our tax-qualified 401(k) plan and is available to our management and
highly compensated employees who have been designated by
our Board of Directors. The deferred compensation plan allows participants to defer all or a
portion of certain specified bonuses and up to 25% of remaining cash compensation, and permits us
to make matching contributions on a discretionary basis, without the limitations that apply to the
401(k) plan. To date, we have not made any matching contributions under this plan. We have set
aside the plan assets in a rabbi trust (Trust) and all contributions are credited to bookkeeping
accounts for the participants. The Trust assets are subject to the claims of our creditors in the
event of bankruptcy or insolvency. The assets of the Trust are deemed to be invested in
pre-approved mutual funds as directed by each participant, and the participants bookkeeping
account is credited with the earnings and losses attributable to those investments. None of the
Trust assets are invested in shares of ADTRAN common stock. Benefits are usually distributed six
months after termination of employment in a single lump sum cash payment. We account for the
deferred compensation plan in accordance with the Compensation Topic of the FASB ASC.
Assets of the Trust are deemed invested in mutual funds that cover an investment spectrum
ranging from equities to money market instruments. These mutual funds are publicly quoted and
reported at fair value. We account for these investments in accordance with the Investments in Debt
and Equity Securities Topic of the FASB ASC. The fair value of the assets held by the Trust and the
amounts payable to the plan participants are as follows:
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
Fair Value of Plan Assets |
|
|
|
|
|
|
|
|
Short-term Investments |
|
$ |
|
|
|
$ |
|
|
Long-term Investments |
|
|
3,424 |
|
|
|
2,457 |
|
|
|
|
|
|
|
|
Total Fair Value of Plan Assets |
|
$ |
3,424 |
|
|
$ |
2,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Payable to Plan Participants |
|
|
|
|
|
|
|
|
Current Liabilities |
|
$ |
|
|
|
$ |
|
|
Non-current Liabilities |
|
|
3,424 |
|
|
|
2,457 |
|
|
|
|
|
|
|
|
Total Amounts Payable to Plan Participants |
|
$ |
3,424 |
|
|
$ |
2,457 |
|
|
|
|
|
|
|
|
In accordance with the Compensation Topic of the FASB ASC, changes in the fair value of
the plan assets held by the Trust have been included as other income in the accompanying 2009 and
2008 Consolidated Statements of Income and in other comprehensive income in the accompanying 2009
and 2008 Consolidated Balance Sheets. Changes in the fair value of the deferred compensation
liability are included as selling, general and administrative expense in the accompanying 2009,
2008 and 2007 Consolidated Statements of Income. Based on the changes in the total fair value of
the Trusts assets, we recorded deferred compensation adjustments in 2009, 2008 and 2007 of $0.6
million, $(0.9) million and $0.3 million, respectively.
Retiree Medical Coverage
We provide medical, dental and prescription drug coverage to one retired former officer and his
spouse, for his life, on the same terms as provided to our active officers, and to the spouse of a
former deceased officer for up to 30 years. This liability totaled $0.2 million at December 31,
2009 and 2008.
Note 9 Segment Information and Major Customers
ADTRAN operates two reportable segments: (1) the Carrier Networks Division and (2) the
Enterprise Networks Division. The accounting policies of the segments are the same as those
described in the Nature of Business and Summary of Significant Accounting Policies (see Note 1)
to the extent that such policies affect the reported segment information. We evaluate the
performance of our segments based on gross profit; therefore, selling, general and administrative
expense, as well as research and development expenses, interest income/expense, net realized
investment gains/loss, other income/expense and provision for taxes are reported on an entity-wide
basis only. There are no inter-segment revenues.
The following table presents information about the reported sales and gross profit of our
reportable segments for each of the years ended December 31, 2009, 2008 and 2007. Asset information
by reportable segment is not reported, since ADTRAN does not produce such information internally.
Sales and Gross Profit by Market Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
(In thousands) |
|
Sales |
|
|
Gross Profit |
|
|
Sales |
|
|
Gross Profit |
|
|
Sales |
|
|
Gross Profit |
|
Carrier Networks |
|
$ |
371,349 |
|
|
$ |
219,681 |
|
|
$ |
392,219 |
|
|
$ |
236,168 |
|
|
$ |
358,023 |
|
|
$ |
212,818 |
|
Enterprise Networks |
|
|
112,836 |
|
|
|
67,281 |
|
|
|
108,457 |
|
|
|
62,737 |
|
|
|
118,755 |
|
|
|
70,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
484,185 |
|
|
$ |
286,962 |
|
|
$ |
500,676 |
|
|
$ |
298,905 |
|
|
$ |
476,778 |
|
|
$ |
282,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64
Sales by Product
Our three major product categories are Carrier Systems, Business Networking and Loop Access.
Carrier Systems products are used by communications service providers to provide last mile access
in support of data, voice and video services to consumers and enterprises. The Carrier Systems
category includes our broadband access products comprised of Total Access® 5000 multi-service
access and aggregation platform products, Total Access 1100/1200 Series Fiber-To-The-Node (FTTN)
products, and Digital Subscriber Line Access Multiplexer (DSLAM) products. Our broadband access
products are used by service providers to deliver high-speed Internet access, Voice over Internet
Protocol (VoIP), IP Television (IPTV), and/or Ethernet services from the central office or remote
terminal locations to customer premises. The Carrier Systems category also includes our optical
access products. These products consist of optical access multiplexers including our family of
OPTI products. Optical access products are used to deliver higher bandwidth services, or to
aggregate large numbers of low bandwidth services for transportation across fiber optic
infrastructure. Total Access 1500 products, 303 concentrator products, M13 multiplexer products,
and mobile backhaul products are also included in the Carrier Systems product category
Business Networking products provide access to telecommunication services, facilitating the
delivery of converged services and Unified Communications to the SMB and Enterprise markets. The
Business Networking category includes Internetworking products, Optical Network Terminals (ONTs),
and Integrated Access Devices (IADs). Internetworking products consist of our Total Access IP
Business Gateways and NetVanta product lines. NetVanta products include multi-service routers,
managed Ethernet switches, IP Private Branch Exchange (PBX) products, IP phone products, Unified
Communications solutions, and Carrier Ethernet Network Terminating Equipment.
Loop Access products are used by carrier and enterprise customers for access to copper-based
telecommunications networks. The Loop Access category includes products such as: Digital Data
Service (DDS) and Integrated Services Digital Network (Total Reach) products, High bit-rate Digital
Subscriber Line (HDSL) products including Total Access 3000 HDSL and Time Division
Multiplexed-Symmetrical HDSL (TDM-SHDSL) products, T1/E1/T3, Channel Service Units/Data Service
Units, and TRACER fixed wireless products.
The table below presents sales information by product category for the years ended December 31,
2009, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
|
2007 |
|
Carrier Systems |
|
$ |
215,715 |
|
|
$ |
206,225 |
|
|
$ |
179,769 |
|
Business Networking |
|
|
100,451 |
|
|
|
89,577 |
|
|
|
88,329 |
|
Loop Access |
|
|
168,019 |
|
|
|
204,874 |
|
|
|
208,680 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
484,185 |
|
|
$ |
500,676 |
|
|
$ |
476,778 |
|
|
|
|
|
|
|
|
|
|
|
In addition, we identify sub-categories of product revenues, which we divide into growth
products, representing our primary growth areas, and traditional products. Our growth products
consist of Broadband Access and Optical Access products (included in Carrier Systems) and
Internetworking products (included in Business Networking) and our traditional products include
HDSL products (included in Loop Access) and other products.
The table below presents subcategory revenues for the years ended December 31, 2009, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
|
2007 |
|
Growth Products |
|
|
|
|
|
|
|
|
|
|
|
|
Broadband Access (included in Carrier Systems) |
|
$ |
111,470 |
|
|
$ |
102,335 |
|
|
$ |
83,951 |
|
Optical Access (included in Carrier Systems) |
|
|
60,596 |
|
|
|
53,844 |
|
|
|
43,109 |
|
Internetworking (NetVanta® & Multi-service Access
Gateways) (included in Business Networking) |
|
|
79,979 |
|
|
|
65,791 |
|
|
|
53,381 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
252,045 |
|
|
$ |
221,970 |
|
|
$ |
180,441 |
|
Traditional Products |
|
|
|
|
|
|
|
|
|
|
|
|
HDSL (does not include T1) (included in Loop Access) |
|
|
150,276 |
|
|
|
179,814 |
|
|
|
173,550 |
|
Other products (excluding HDSL) |
|
|
81,864 |
|
|
|
98,892 |
|
|
|
122,787 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
232,140 |
|
|
$ |
278,706 |
|
|
$ |
296,337 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
484,185 |
|
|
$ |
500,676 |
|
|
$ |
476,778 |
|
|
|
|
|
|
|
|
|
|
|
65
Sales by Geographic Region
The following is sales information by geographic area for the years ended December 31, 2009, 2008
and 2007. International sales correlate to shipments with a non-U.S. destination.
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2009 |
|
|
2008 |
|
|
2007 |
|
United States |
|
$ |
456,402 |
|
|
$ |
470,563 |
|
|
$ |
437,159 |
|
International |
|
|
27,783 |
|
|
|
30,113 |
|
|
|
39,619 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
484,185 |
|
|
$ |
500,676 |
|
|
$ |
476,778 |
|
|
|
|
|
|
|
|
|
|
|
Single customers comprising more than 10% of our revenue in 2009 include AT&T Inc. at 22%,
Qwest Communications International, Inc. at 19%, and Verizon Communications, Inc. at 11%. Single
customers comprising more than 10% of our revenue in 2008 include AT&T Inc. at 24%, Qwest
Communications International, Inc. at 16%, Verizon Communications, Inc. at 12%, and Embarq
Corporation (formerly Sprint Corporation) at 10%. Single customers comprising more than 10% of our
revenue in 2007 included AT&T Inc. at 23%, Qwest Communications International, Inc. at 13%, Embarq
Corporation at 12%, and Verizon Communications, Inc. at 12%. No other customer accounted for 10%
or more of our sales in 2009, 2008 or 2007.
Sales to domestic incumbent local exchange carriers (ILECs) amounted to approximately 57%, 62% and
60% of total sales during the years ended December 31, 2009, 2008 and 2007, respectively. In
addition, a significant portion of our products are sold directly to distributors and certain
value-added resellers, which accounted for approximately 30%, 26% and 26% of our revenue for each
of the years ended December 31, 2009, 2008 and 2007, respectively.
As of December 31, 2009, long-lived assets, net totaled $74.3 million, which includes $73.9 million
held in the United States and $0.4 million held outside the United States. As of December 31,
2008, long-lived assets, net, totaled $75.5 million, which includes $75.3 million held in the
United States and $0.2 million held outside the United States.
Note 10 Commitments and Contingencies
In the ordinary course of business, we may be subject to various legal proceedings and claims,
including employment disputes, patent claims, disputes over contract agreements and other
commercial disputes. In some cases, claimants seek damages or other relief, such as royalty
payments related to patents, which, if granted, could require significant expenditures. Although
the outcome of any claim or litigation can never be certain, it is our opinion that the outcome of
all contingencies of which we are currently aware will not materially affect our business,
operations, financial condition or cash flows.
We lease office space and equipment under operating leases which expire at various dates through
2013. As of December 31, 2009, future minimum rental payments under non-cancelable operating leases
with original maturities of greater than 12 months are approximately as follows:
|
|
|
|
|
(In thousands) |
|
|
|
|
2010 |
|
$ |
1,335 |
|
2011 |
|
|
664 |
|
2012 |
|
|
304 |
|
2013 |
|
|
18 |
|
|
|
|
|
Total |
|
$ |
2,321 |
|
|
|
|
|
Rental expense was approximately $1.5 million for each of the years ended December 31, 2009,
2008 and 2007.
Note 11 Earnings Per Share
A summary of the calculation of basic and diluted earnings per share (EPS) for the years ended
December 31, 2009, 2008 and 2007 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
(In thousands, except for per share amounts) |
|
2009 |
|
|
2008 |
|
|
2007 |
|
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
74,221 |
|
|
$ |
78,581 |
|
|
$ |
76,335 |
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares basic |
|
|
62,459 |
|
|
|
63,549 |
|
|
|
67,848 |
|
Effect of dilutive securities stock options |
|
|
897 |
|
|
|
859 |
|
|
|
1,364 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares diluted |
|
|
63,356 |
|
|
|
64,408 |
|
|
|
69,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share basic |
|
$ |
1.19 |
|
|
$ |
1.24 |
|
|
$ |
1.13 |
|
Net income per share diluted |
|
$ |
1.17 |
|
|
$ |
1.22 |
|
|
$ |
1.10 |
|
66
For each of the years ended December 31, 2009, 2008 and 2007, 3.5 million stock options were
outstanding but were not included in the computation of that years diluted EPS because the
options exercise prices were greater than the average market price of the common shares, therefore
making them anti-dilutive under the treasury stock method.
Note 12 Summarized Quarterly Financial Data (Unaudited)
The following table presents unaudited quarterly operating results for each of our last eight
fiscal quarters. This information has been prepared on a basis consistent with our audited
financial statements and includes all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation of the data.
Unaudited Quarterly Operating Results
(In thousands, except for per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, 2009 |
|
|
June 30, 2009 |
|
|
September 30, 2009 |
|
|
December 31, 2009 |
|
Net sales |
|
$ |
110,364 |
|
|
$ |
121,528 |
|
|
$ |
128,062 |
|
|
$ |
124,231 |
|
Gross profit |
|
$ |
67,460 |
|
|
$ |
71,690 |
|
|
$ |
74,457 |
|
|
$ |
73,355 |
|
Operating income |
|
$ |
22,901 |
|
|
$ |
26,135 |
|
|
$ |
28,959 |
|
|
$ |
26,236 |
|
Net income |
|
$ |
15,184 |
|
|
$ |
18,839 |
|
|
$ |
21,583 |
|
|
$ |
18,615 |
|
Earnings per common share |
|
$ |
0.24 |
|
|
$ |
0.30 |
|
|
$ |
0.34 |
|
|
$ |
0.30 |
|
Earnings per common share assuming dilution
(1) |
|
$ |
0.24 |
|
|
$ |
0.30 |
|
|
$ |
0.34 |
|
|
$ |
0.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, 2008 |
|
|
June 30, 2008 |
|
|
September 30, 2008 |
|
|
December 31, 2008 |
|
Net sales |
|
$ |
119,885 |
|
|
$ |
131,183 |
|
|
$ |
137,195 |
|
|
$ |
112,413 |
|
Gross profit |
|
$ |
70,240 |
|
|
$ |
79,394 |
|
|
$ |
81,683 |
|
|
$ |
67,588 |
|
Operating income |
|
$ |
25,140 |
|
|
$ |
33,470 |
|
|
$ |
33,678 |
|
|
$ |
21,512 |
|
Net income |
|
$ |
17,047 |
|
|
$ |
22,414 |
|
|
$ |
22,411 |
|
|
$ |
16,709 |
|
Earnings per common share |
|
$ |
0.26 |
|
|
$ |
0.35 |
|
|
$ |
0.36 |
|
|
$ |
0.27 |
|
Earnings per common share assuming dilution
(1) |
|
$ |
0.26 |
|
|
$ |
0.34 |
|
|
$ |
0.35 |
|
|
$ |
0.27 |
|
|
|
|
(1) |
|
Assumes exercise of dilutive stock options calculated under the treasury stock method. |
Note 13 Related Party Transactions
We employ the law firm of our director emeritus for legal services. All bills for services
rendered by this firm are reviewed and approved by our chief financial officer. We believe that
the fees for such services are reasonable and comparable to those charged by other firms for
services rendered to us. We paid $0.1 million during each of the years ended December 31, 2009,
2008 and 2007 for these legal services.
Note 14 Subsequent Events
On January 19, 2010, the Board declared a quarterly cash dividend of $0.09 per common share to
be paid to stockholders of record at the close of business on February 4, 2010. The quarterly
dividend payment was $5.6 million and was paid on February 18, 2010. In July 2003, our Board of
Directors elected to begin declaring quarterly dividends on our common stock considering the tax
treatment of dividends and adequate levels of Company liquidity.
During the first quarter of 2010 and as of February 26, 2010, ADTRAN repurchased 0.5 million shares
of its common stock through open market purchases at an average cost of $21.62 per share and has
the authority to repurchase an additional 2.2 million shares under the plan approved by the Board
of Directors on April 14, 2008.
We have evaluated subsequent events through February 26, 2010, the date the financial statements
were issued.
67
|
|
|
ITEM 9. |
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
|
|
|
ITEM 9A. |
|
CONTROLS AND PROCEDURES |
(a) Internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act of 2002
requires management to include in this Annual Report on Form 10-K a report on managements
assessment of the effectiveness of our internal control over financial reporting, as well as a
report from our independent registered public accounting firm on the effectiveness of internal
control over financial reporting. Managements report on internal control over financial reporting
and the related report from our independent registered public accounting firm are located in Item
8. Financial Statements and Supplementary Data of this report.
(b) Evaluation of disclosure controls and procedures. Our chief executive officer and chief
financial officer are responsible for establishing and maintaining disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) for
the company. Our chief executive officer and chief financial officer, after evaluating the
effectiveness of our disclosure controls and procedures as of the end of the period covered by this
annual report, have concluded that our disclosure controls and procedures are effective.
(c) Changes in internal control over financial reporting. There were no changes in our internal
control over financial reporting that occurred during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
|
|
|
ITEM 9B. |
|
OTHER INFORMATION |
None.
PART III
|
|
|
ITEM 10. |
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Information relating to nominees for director of ADTRAN and compliance with Section 16(a) of
the Securities Exchange Act of 1934 is set forth under the captions Proposal 1-Election of
Directors, Section 16(a) Beneficial Ownership Reporting Compliance and Corporate Governance,
respectively, in the Proxy Statement for the Annual Meeting of Stockholders to be held on May 5,
2010. Such information is incorporated herein by reference. The definitive Proxy Statement will be
filed with the Securities and Exchange Commission no later than 120 days after December 31, 2009.
Information relating to the executive officers of ADTRAN, pursuant to Instruction 3 of Item 401(b)
of Regulation S-K and General Instruction G(3) of Form 10-K, is set forth at Part I, Item 4A of
this report under the caption Executive Officers of the Registrant. This information is
incorporated herein by reference.
Code of Ethics
We have adopted the ADTRAN, Inc. Code of Business Conduct and Ethics, which applies to all
employees, officers and directors of ADTRAN. The Code of Business Conduct and Ethics meets the
requirements of a code of ethics as defined by Item 406 of Regulation S-K, and applies to our
Chief Executive Officer, Chief Financial Officer (who is both our principal financial and principal
accounting officer), as well as all other employees, as indicated above. The Code of Business
Conduct and Ethics also meets the requirements of a code of conduct under Nasdaq listing standards.
The Code of Business Conduct and Ethics is posted on our website at www.adtran.com under the links
Investor Relations Corporate Governance ADTRAN Code of Business Conduct and Ethics. We
intend to disclose any amendments to the Code of Business Conduct and Ethics, as well as any
waivers for executive officers or directors, on our website at www.adtran.com.
|
|
|
ITEM 11. |
|
EXECUTIVE COMPENSATION |
Information required by this Item 11 relating to executive compensation and other matters is
set forth under the captions Executive Compensation, Director Compensation and Corporate
Governance in the Proxy Statement referred to in Item 10. This information is incorporated herein
by reference.
|
|
|
ITEM 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS |
Information relating to ownership of common stock of ADTRAN by certain persons is set forth
under the caption Share Ownership of Principal Stockholders and Management in the Proxy Statement
referred to in Item 10 above. Such information is incorporated herein by reference. Information
regarding securities authorized for issuance under equity compensation plans of ADTRAN is set forth
under the caption Equity Compensation Plan Information in the Proxy Statement referred to in Item
10. This information is incorporated herein by reference.
68
|
|
|
ITEM 13. |
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
Information relating to existing or proposed relationships or transactions between ADTRAN and
any affiliate of ADTRAN is set forth under the captions Certain Relationships and Related
Transactions and Corporate Governance in the Proxy Statement referred to in Item 10. This
information is incorporated herein by reference.
|
|
|
ITEM 14. |
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Information relating to ADTRANs principal accountants fees and services is set forth under
the caption Principal Accountant Fees and Services in the Proxy Statement referred to in Item 10.
This information is incorporated herein by reference.
PART IV
|
|
|
ITEM 15. |
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Documents Filed as Part of This Report.
|
|
|
|
|
1. Consolidated Financial Statements |
|
|
|
|
|
|
|
|
|
The consolidated financial statements of ADTRAN and the report of independent
registered public accounting firm thereon are set forth under Part II, Item 8 of
this report. |
|
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|
|
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2009 and 2008 |
|
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|
|
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2009, 2008 and
2007 |
|
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|
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|
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|
|
Consolidated Statements of Changes in Stockholders Equity and Other Comprehensive
Income for the years ended December 31, 2009, 2008 and 2007 |
|
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|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008
and 2007 |
|
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|
|
|
|
|
|
Notes to Consolidated Financial Statements |
|
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|
2. Consolidated Financial Statement Schedule |
|
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|
Schedule II Valuation and Qualifying Accounts |
|
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|
|
|
3. Exhibits |
|
|
|
|
The following exhibits are filed with or incorporated by reference in this report. Where such
filing is made by incorporation by reference to a previously filed registration statement or
report, such registration statement or report is identified in parentheses. We will furnish any
exhibit upon request to: ADTRAN, Inc., Attn: Investor Relations, P.O. Box 140000, 901 Explorer
Boulevard, Huntsville, Alabama 35806. There is a charge of $0.50 per page to cover expenses for
copying and mailing.
69
|
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|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
|
|
|
|
|
|
|
3.1 |
|
|
Certificate of Incorporation, as amended (Exhibit 3.1 to ADTRANs Registration Statement on
Form S-1, No. 33-81062 (the Form S-1 Registration Statement)). |
|
|
|
|
|
|
|
|
3.2 |
|
|
Bylaws, as amended (Exhibit 3.1 to ADTRANs Current Report on Form 8-K filed October 16, 2007). |
|
|
|
|
|
|
|
|
10.1 |
|
|
Documents relative to the $50,000,000 Taxable Revenue Bond, Series 1995 (ADTRAN, Inc. Project)
issued by the Alabama State Industrial Development Authority, consisting of the following: |
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
First Amended and Restated Financing Agreement dated April 25, 1997, among the State
Industrial Development Authority, a public corporation organized under the laws of the State
of Alabama (the Authority), ADTRAN and First Union National Bank of Tennessee, a national
banking corporation (the Bondholder) (Exhibit 10.1(a) to ADTRANs Quarterly Report on Form
10-Q for the quarter ended March 31, 1997 (the 1997 Form 10-Q)). |
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
First Amended and Restated Loan Agreement dated April 25, 1997, between the Authority and
ADTRAN (Exhibit 10.1(b) to the 1997 Form 10-Q). |
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
First Amended and Restated Specimen Taxable Revenue Bond, Series 1995 (ADTRAN, Inc.
Project) (Exhibit 10.1(c) to the 1997 Form 10-Q). |
|
|
|
|
|
|
|
|
|
|
|
(d)
|
|
First Amended and Restated Specimen Note from ADTRAN to the Bondholder, dated April 25,
1997 (Exhibit 10.1(d) to the 1997 Form 10-Q). |
|
|
|
|
|
|
|
|
|
|
|
(e)
|
|
Amended and Restated Investment Agreement dated January 3, 2002 between ADTRAN and First
Union National Bank (successor-in-interest to First Union National Bank of Tennessee (the
Successor Bondholder)) (Exhibit 10.1(e) to ADTRANs Annual Report on Form 10-K for the year
ended December 31, 2002 (the 2002 Form 10-K)). |
|
|
|
|
|
|
|
|
|
|
|
(f)
|
|
Resolution of the Authority authorizing the amendment of certain documents, dated April
25, 1997, relating to the $50,000,000 Taxable Revenue Bond, Series 1995 (ADTRAN, Inc. Project)
(Exhibit 10.1(f) to the 1997 Form 10-Q). |
|
|
|
|
|
|
|
|
|
|
|
(g)
|
|
Resolution of ADTRAN authorizing the First Amended and Restated Financing Agreement, the
First Amended and Restated Loan Agreement, the First Amended and Restated Note, and the
Investment Agreement (Exhibit 10.1(g) to the 1997 Form 10-Q). |
|
|
|
|
|
|
|
|
|
|
|
(h)
|
|
Amendment to First Amended and Restated Financing Agreement and First Amended and Restated
Loan Agreement dated January 3, 2002 between ADTRAN and the Successor Bondholder (Exhibit
10.1(h) to the 2002 Form 10-K). |
|
|
|
|
|
|
|
|
10.2 |
|
|
Tax Indemnification Agreement dated July 1, 1994 by and among ADTRAN and the stockholders of
ADTRAN prior to ADTRANs initial public offering of Common Stock (Exhibit 10.5 to the 1994
Form 10-K). |
70
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
|
|
|
|
|
|
|
10.3 |
|
|
Management Contracts and Compensation Plans: |
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Amended and Restated 1996 Employees Incentive Stock Option Plan, as amended by the First,
Second and Third Amendments thereto (Exhibit 10.3(a) to the 2002 Form 10-K). |
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Amended and Restated 1995 Directors Stock Option Plan, as amended by the First and Second
Amendments thereto (Exhibit 10.3(b) to the 2002 Form 10-K). |
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
Third Amendment to the Amended and Restated 1995 Directors Stock Option Plan (Exhibit
10.3(c) to ADTRANs Annual Report on Form 10-K for the year ended December 31, 2003 (the 2003
Form 10-K)). |
|
|
|
|
|
|
|
|
|
|
|
(d)
|
|
ADTRAN, Inc. Deferred Compensation Plan, as amended and restated as of January 1, 2008. * |
|
|
|
|
|
|
|
|
|
|
|
(e)
|
|
ADTRAN, Inc. Management Incentive Bonus Plan (Exhibit 10.1 to ADTRANs Form 8-K on
February 3, 2006). |
|
|
|
|
|
|
|
|
|
|
|
(f)
|
|
ADTRAN, Inc. 2006 Employee Stock Incentive Plan (Exhibit 4.1 to ADTRANs Registration
Statement on Form S-8 (File No. 333-133927) filed on May 9, 2006). |
|
|
|
|
|
|
|
|
|
|
|
(g)
|
|
First Amendment to the ADTRAN, Inc. 2006 Employee Stock Incentive Plan (Exhibit 10.3(h) to
ADTRANs Annual Report on Form 10-K for the year ended December 31, 2007 (the 2007 Form
10-K)). |
|
|
|
|
|
|
|
|
|
|
|
(h)
|
|
Form of Nonqualified Stock Option Agreement under the 2006 Employee Stock Incentive Plan
(Exhibit 10.1 to ADTRANs Form 8-K filed June 8, 2006). |
|
|
|
|
|
|
|
|
|
|
|
(i)
|
|
Form of Incentive Stock Option Agreement under the 2006 Employee Stock Incentive Plan
(Exhibit 10.2 to ADTRANs Form 8-K filed June 8, 2006). |
|
|
|
|
|
|
|
|
|
|
|
(j)
|
|
ADTRAN, Inc. 2005 Directors Stock Option Plan (Exhibit 10.1 to ADTRANs Form 8-K filed on
May 20, 2005). |
|
|
|
|
|
|
|
|
|
|
|
(k)
|
|
First Amendment to the ADTRAN, Inc. 2005 Directors Stock Option Plan (Exhibit 10.3(l) to
the 2007 Form 10-K). |
|
|
|
|
|
|
|
|
|
|
|
(l)
|
|
Summary of Non-Employee Director Compensation (Exhibit 10.3(k) to ADTRANs Form 10-K filed
on February 28, 2007). |
|
|
|
|
|
|
|
|
|
|
|
(m)
|
|
Form of Performance Shares Agreement under the ADTRAN, Inc. 2006 Employee Stock Incentive
Plan (Exhibit 10.1 to ADTRANs Form 8-K filed on November 6, 2008). |
|
|
|
|
|
|
|
|
*21 |
|
|
Subsidiaries of ADTRAN. |
|
|
|
|
|
|
|
|
*23 |
|
|
Consent of PricewaterhouseCoopers LLP. |
|
|
|
|
|
|
|
|
*24 |
|
|
Powers of Attorney. |
|
|
|
|
|
|
|
|
*31 |
|
|
Rule 13a-14(a)/15d-14(a) Certifications. |
|
|
|
|
|
|
|
|
*32 |
|
|
Section 1350 Certifications. |
71
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on February 26, 2010.
|
|
|
|
|
|
ADTRAN, Inc.
(Registrant)
|
|
|
By: |
/s/ James E. Matthews
|
|
|
|
James E. Matthews |
|
|
|
Senior Vice President Finance,
Chief Financial Officer, Treasurer, Secretary and Director
(Principal Accounting Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities indicated on
February 26, 2010.
|
|
|
Signature |
|
Title |
|
|
|
/s/ Thomas R. Stanton
|
|
Chief Executive Officer and Chairman of the Board |
|
|
|
Thomas R. Stanton |
|
|
|
|
|
/s/ James E. Matthews
|
|
Senior Vice President-Finance, |
|
|
|
James E. Matthews
|
|
Chief Financial Officer, Treasurer, Secretary and Director |
|
|
|
/s/ Balan Nair*
|
|
Director |
|
|
|
Balan Nair |
|
|
|
|
|
/s/ William L. Marks*
|
|
Director |
|
|
|
William L. Marks |
|
|
|
|
|
/s/ Roy J. Nichols*
|
|
Director |
|
|
|
Roy J. Nichols |
|
|
|
|
|
/s/ H. Fenwick Huss *
|
|
Director |
|
|
|
H. Fenwick Huss |
|
|
|
|
|
/s/ Ross K. Ireland *
|
|
Director |
|
|
|
Ross K. Ireland |
|
|
|
|
|
|
|
*By:
|
|
/s/ James E. Matthews
|
|
|
|
|
|
|
|
|
|
James E. Matthews as Attorney in Fact |
|
|
72
ADTRAN, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column A |
|
Column B |
|
|
Column C |
|
|
Column D |
|
|
Column E |
|
|
Column F |
|
|
|
Balance at |
|
|
Assumed |
|
|
Charged to |
|
|
|
|
|
|
Balance at |
|
|
|
Beginning |
|
|
on |
|
|
Costs & |
|
|
|
|
|
|
End of |
|
(In thousands) |
|
of Period |
|
|
Acquisition |
|
|
Expenses |
|
|
Deductions |
|
|
Period |
|
Year ended December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Doubtful Accounts |
|
$ |
38 |
|
|
|
3 |
|
|
|
102 |
|
|
|
5 |
|
|
$ |
138 |
|
Inventory Reserve |
|
$ |
7,728 |
|
|
|
|
|
|
|
1,681 |
|
|
|
1,659 |
|
|
$ |
7,750 |
|
Warranty Liability |
|
$ |
2,812 |
|
|
|
|
|
|
|
2,665 |
|
|
|
2,644 |
|
|
$ |
2,833 |
|
Deferred Tax Asset Valuation Allowance |
|
$ |
1,581 |
|
|
|
3,549 |
|
|
|
251 |
|
|
|
41 |
|
|
$ |
5,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Doubtful Accounts |
|
$ |
109 |
|
|
|
|
|
|
|
(18 |
) |
|
|
53 |
|
|
$ |
38 |
|
Inventory Reserve |
|
$ |
6,424 |
|
|
|
|
|
|
|
2,261 |
|
|
|
957 |
|
|
$ |
7,728 |
|
Warranty Liability |
|
$ |
2,944 |
|
|
|
|
|
|
|
2,261 |
|
|
|
2,393 |
|
|
$ |
2,812 |
|
Deferred Tax Asset Valuation Allowance |
|
$ |
1,236 |
|
|
|
|
|
|
|
345 |
|
|
|
|
|
|
$ |
1,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Doubtful Accounts |
|
$ |
210 |
|
|
|
|
|
|
|
108 |
|
|
|
209 |
|
|
$ |
109 |
|
Inventory Reserve |
|
$ |
7,042 |
|
|
|
|
|
|
|
939 |
|
|
|
1,557 |
|
|
$ |
6,424 |
|
Warranty Liability |
|
$ |
3,045 |
|
|
|
|
|
|
|
1,822 |
|
|
|
1,923 |
|
|
$ |
2,944 |
|
Deferred Tax Asset Valuation Allowance |
|
$ |
1,187 |
|
|
|
|
|
|
|
49 |
|
|
|
|
|
|
$ |
1,236 |
|
73
ADTRAN, INC.
INDEX OF EXHIBITS
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
|
|
|
|
|
|
|
3.1 |
|
|
Certificate of Incorporation, as amended (Exhibit 3.1 to
ADTRANs Registration Statement on Form S-1, No. 33-81062
(the Form S-1 Registration Statement)). |
|
|
|
|
|
|
|
|
3.2 |
|
|
Bylaws, as amended (Exhibit 3.1 to ADTRANs Current Report on
Form 8-K filed October 16, 2007). |
|
|
|
|
|
|
|
|
10.1 |
|
|
Documents relative to the $50,000,000 Taxable Revenue Bond,
Series 1995 (ADTRAN, Inc. Project) issued by the Alabama
State Industrial Development Authority, consisting of the
following: |
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
First Amended and Restated Financing Agreement dated
April 25, 1997, among the State Industrial Development
Authority, a public corporation organized under the laws of
the State of Alabama (the Authority), ADTRAN and First
Union National Bank of Tennessee, a national banking
corporation (the Bondholder) (Exhibit 10.1(a) to ADTRANs
Quarterly Report on Form 10-Q for the quarter ended March 31,
1997 (the 1997 Form 10-Q)). |
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
First Amended and Restated Loan Agreement dated April 25,
1997, between the Authority and ADTRAN (Exhibit 10.1(b) to
the 1997 Form 10-Q). |
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
First Amended and Restated Specimen Taxable Revenue Bond,
Series 1995 (ADTRAN, Inc. Project) (Exhibit 10.1(c) to the
1997 Form 10-Q). |
|
|
|
|
|
|
|
|
|
|
|
(d)
|
|
First Amended and Restated Specimen Note from ADTRAN to
the Bondholder, dated April 25, 1997 (Exhibit 10.1(d) to the
1997 Form 10-Q). |
|
|
|
|
|
|
|
|
|
|
|
(e)
|
|
Amended and Restated Investment Agreement dated January
3, 2002 between ADTRAN and First Union National Bank
(successor-in-interest to First Union National Bank of
Tennessee (the Successor Bondholder)) (Exhibit 10.1(e) to
ADTRANs Annual Report on Form 10-K for the year ended
December 31, 2002 (the 2002 Form 10-K)). |
|
|
|
|
|
|
|
|
|
|
|
(f)
|
|
Resolution of the Authority authorizing the amendment of
certain documents, dated April 25, 1997, relating to the
$50,000,000 Taxable Revenue Bond, Series 1995 (ADTRAN, Inc.
Project) (Exhibit 10.1(f) to the 1997 Form 10-Q). |
|
|
|
|
|
|
|
|
|
|
|
(g)
|
|
Resolution of ADTRAN authorizing the First Amended and
Restated Financing Agreement, the First Amended and Restated
Loan Agreement, the First Amended and Restated Note, and the
Investment Agreement (Exhibit 10.1(g) to the 1997 Form 10-Q). |
|
|
|
|
|
|
|
|
|
|
|
(h)
|
|
Amendment to First Amended and Restated Financing
Agreement and First Amended and Restated Loan Agreement dated
January 3, 2002 between ADTRAN and the Successor Bondholder
(Exhibit 10.1(h) to the 2002 Form 10-K). |
|
|
|
|
|
|
|
|
10.2 |
|
|
Tax Indemnification Agreement dated July 1, 1994 by and among
ADTRAN and the stockholders of ADTRAN prior to ADTRANs
initial public offering of Common Stock (Exhibit 10.5 to the
1994 Form 10-K). |
74
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
|
|
|
|
|
|
|
10.3 |
|
|
Management Contracts and Compensation Plans: |
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Amended and Restated 1996 Employees Incentive Stock
Option Plan, as amended by the First, Second and Third
Amendments thereto (Exhibit 10.3(a) to the 2002 Form 10-K). |
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Amended and Restated 1995 Directors Stock Option Plan, as
amended by the First and Second Amendments thereto (Exhibit
10.3(b) to the 2002 Form 10-K). |
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|
|
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(c)
|
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Third Amendment to the Amended and Restated 1995
Directors Stock Option Plan (Exhibit 10.3(c) to ADTRANs
Annual Report on Form 10-K for the year ended December 31,
2003 (the 2003 Form 10-K)). |
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(d)
|
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ADTRAN, Inc. Deferred Compensation Plan, as amended and
restated as of January 1, 2008. * |
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(e)
|
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ADTRAN, Inc. Management Incentive Bonus Plan (Exhibit
10.1 to ADTRANs Form 8-K on February 3, 2006). |
|
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(f)
|
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ADTRAN, Inc. 2006 Employee Stock Incentive Plan (Exhibit
4.1 to ADTRANs Registration Statement on Form S-8 (File No.
333-133927) filed on May 9, 2006). |
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|
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(g)
|
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First Amendment to the ADTRAN Inc. 2006 Employee Stock
Incentive Plan (Exhibit 10.3(h) to ADTRANs Annual Report on
Form 10-K for the year ended December 31, 2007 (the 2007
Form 10-K)). |
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(h)
|
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Form of Nonqualified Stock Option Agreement under the
2006 Employee Stock Incentive Plan (Exhibit 10.1 to ADTRANs
Form 8-K filed June 8, 2006). |
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(i)
|
|
Form of Incentive Stock Option Agreement under the 2006
Employee Stock Incentive Plan (Exhibit 10.2 to ADTRANs Form
8-K filed June 8, 2006). |
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(j)
|
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ADTRAN, Inc. 2005 Directors Stock Option Plan (Exhibit
10.1 to ADTRANs Form 8-K filed on May 20, 2005). |
|
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|
|
|
|
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(k)
|
|
First Amendment to the ADTRAN, Inc. 2005 Directors Stock
Option Plan (Exhibit 10.3(l) to the 2007 Form 10-K). |
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(l)
|
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Summary of Non-Employee Director Compensation (Exhibit
10.3(k) to ADTRANs Form 10-K filed on February 28, 2007). |
|
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|
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(m)
|
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Form of Performance Shares Agreement under the ADTRAN,
Inc. 2006 Employee Stock Incentive Plan (Exhibit 10.1 to
ADTRANs Form 8-K filed on November 6, 2008). |
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*21 |
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Subsidiaries of ADTRAN. |
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*23 |
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Consent of PricewaterhouseCoopers LLP. |
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*24 |
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Powers of Attorney. |
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*31 |
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Rule 13a-14(a)/15d-14(a) Certifications. |
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*32 |
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|
Section 1350 Certifications. |
75