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Technology Stocks : SDL, Inc. [Nasdaq: SDLI] -- Ignore unavailable to you. Want to Upgrade?


To: LJM who wrote (2280)7/20/2000 4:17:23 PM
From: sam  Read Replies (1) | Respond to of 3951
 
SDL Inc (SDLI) 428 1/16 +68 7/16: Reports Q2 earnings of $0.33 a share,
$0.03 better than the First Call consensus of $0.30, vs year-ago earnings
of $0.09.

SDL Announces Record Results for 2000 Second
Quarter

Revenue Rises 53 Percent and Pro Forma Operating Income Increases 72 Percent Versus Q1 2000

SAN JOSE, Calif., July 20 /PRNewswire/ -- SDL, Inc. (Nasdaq: SDLI - news) today announced record revenues of $110.5
million and pro forma net income of $27.2 million, or $0.33 per diluted share, for the second quarter ended June 30, 2000.

Driven by significant increases in shipments of communications products for both terrestrial and undersea fiber optic systems,
second quarter revenue was 156 percent above that reported for the second quarter ended June 30, 1999 and 53 percent higher
than revenue in the first quarter of 2000. Revenue from fiber optic communications products increased 60 percent over the first
quarter and by 242 percent over the prior year quarter. Results for the second quarter include three full months of operations for
the Queensgate and Veritech acquisitions and four weeks of operations at Photonics Integration Research (PIRI). Excluding these
three acquired businesses, total revenue increased by 31 percent sequentially and by 116 percent over the prior year quarter, and
base fiber optic communications revenue grew by 36 percent sequentially and by 189 percent over the June 1999 quarter.

Including acquisition-related and purchased intangibles amortization charges and non-cash stock compensation expense, the
company reported a net loss of $70.7 million, or $0.89 per diluted share for the quarter. This includes $26.2 million of charges for
in-process research and development related to the Veritech and PIRI transactions, $71.6 million of amortization of purchased
intangible assets and $4.8 million of non-cash stock compensation expense.

On a pro forma basis, excluding acquisition-related charges, amortization of purchased intangible assets and non-cash stock
compensation expense, SDL reported net income of $27.2 million, or $0.33 per share for the quarter, an increase of 342 percent
over the $6.1 million, or $0.09 per share, pro forma net income for the quarter ended June 30, 1999. Pro forma operating income
rose by 72 percent over Q1 2000. Pro forma operating margin was a record 34.4 percent, up 3.9 points from the March 2000
quarter and up 16.9 points from the prior year quarter. Almost half of the sequential increase was derived from strong margins
from the three recent acquisitions and the remainder from continued gross margin improvement in the base business due to the
growth in telecom volume and increases in yields and factory efficiency.

The following table summarizes pro forma results for the quarters ended June 30, 2000 and 1999.

(in millions, except share amounts) Three months ended
June 30
2000 1999
Revenues $110.5 $43.2
Gross margin (a) 58.1 18.2
Income from operations (a) 38.0 7.6
Income before income taxes (a) 43.0 7.9
Net income (a) 27.2 6.1
Net income per diluted share (a) $0.33 $0.09
Diluted weighted average shares outstanding 83.5 65.9

(a) Pro forma results for the quarter ended June 30, 2000 exclude the
in-process research and development charges related to the Veritech
and PIRI acquisitions, amortization of purchased intangible assets and
non-cash stock compensation expenses. Pro forma results for the
quarter ended June 30, 1999 exclude the merger expenses related to the
acquisition of IOC International, amortization of purchased intangible
assets and non-cash stock compensation expenses.

For the six months ended June 30, 2000, SDL reported revenue of $182.7 million, up 126 percent compared to revenues of $80.8
million in the first six months of 1999. Pro forma net income for the same period was a record $44.2 million or $0.55 per diluted
share, compared to pro forma net income of $11.0 million or $0.17 per diluted share in the first half of 1999.

Commenting on the quarter's performance, SDL's Chairman and Chief Executive Officer, Donald R. Scifres said, ``SDL's fiber
optic businesses, including the three recently acquired businesses, Queensgate, PIRI and Veritech, continued to expand at a rapid
rate. Q2 highlights include the continued revenue growth in both terrestrial and undersea fiber optic market sectors, markedly
higher margins due to operating efficiencies, improved product mix and higher yields, and a major improvement in cash flow.''

Scifres concluded, ``Looking forward, we are in the process of expanding our manufacturing capabilities at our three new
operations as well as at our Santa Clara, California manufacturing site in order to accommodate the expected strong demand for
fiber optic products. Based on excellent order levels, the second half of 2000 is also projected to be strong.''

Statements in this press release which are not historical including statements regarding SDL's or management's intentions, hopes,
beliefs, expectations, representations, projections, plans or predictions of the future are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements include statements regarding the company's
plans to expand manufacturing capabilities at four of its sites in anticipation of strong customer demand for fiber optic products,
and the company's expectations for strong performance in the second half of 2000. It is important to note that the Company's
actual results could differ materially from those in any such forward-looking statements. Factors that could cause actual results to
differ materially include risks related to the company's inability to meet customer demand with its existing facilities, the company's
inability to expand manufacturing facilities successfully to meet customer demand, uncertainties in competition and in customer
demand for the company's products, and the risk factors listed from time to time in the Company's SEC reports including but not
limited to, the annual report on Form 10-K for the year ended December 31, 1999, and Form 10-Q for the quarter ended March
31, 2000.

SDL's products power the transmission of data, voice and Internet information over fiber optic networks to meet the needs of
telecommunications, dense wavelength division multiplexing (DWDM), cable television and satellite communications applications.
They enable customers to meet the bandwidth needs of increasing Internet, data, video and voice traffic by expanding their fiber
optic communications networks much more quickly and efficiently than would be possible using conventional electronic and optical
technologies. SDL's optical products also serve a variety of non-communications applications, including materials processing and
printing. Additional information about SDL, Inc. is available on the Internet at www.sdli.com .

SDL, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data - unaudited)

Three Months Ended Six Months Ended
June, 30 June 30,
2000 1999 2000 1999

Total revenues $110,512 $43,171 $182,718 $80,837

Cost of revenues 55,214 24,973 92,830 48,006

Gross profit 55,298 18,198 89,888 32,831

Operating expenses
Research and development 8,569 4,292 14,472 8,073
Selling, general and
administrative 13,504 6,443 20,802 12,123
Merger costs - 2,677 - 2,677
In-process research and
development 26,200 - 27,400 1,495
Amortization of purchased
intangibles 71,627 210 73,371 389

Total operating expenses 119,900 13,622 136,045 24,757

Operating income (loss) (64,602) 4,576 (46,157) 8,074

Interest income, net 5,029 297 9,514 583

Income (loss) before
income taxes (59,573) 4,873 (36,643) 8,657

Provision for income taxes 11,158 1,662 19,844 2,823

Net income (loss) ($70,731) $3,211 ($56,487) $5,834

Net income (loss) per share
- basic ($0.89) $0.05 ($0.75) $0.10

Net income (loss) per share
- diluted ($0.89) $0.05 ($0.75) $0.09

Number of weighted average
shares - basic 79,246 61,984 75,633 61,036

Number of weighted average
shares - diluted 79,246 65,922 75,633 65,108

SDL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

June 30, December 31,
2000 1999
(unaudited) (A)

Assets
Current assets:
Cash, cash equivalents and
marketable securities $378,785 $314,135
Accounts receivable, net 67,024 41,445
Inventory 46,971 32,070
Other current assets 6,051 3,659
Total current assets 498,831 391,309

Property and equipment, net 86,036 59,772
Intangible assets 2,942,641 2,948
Other assets 8,452 6,924
$3,535,960 $460,953

Liabilities and stockholders' equity
Current liabilities:
Accounts payable $25,092 $18,277
Other accrued liabilities 60,929 17,770
Total current liabilities 86,021 36,047

Long-term liabilities 4,966 4,758

Stockholders' equity 3,444,973 420,148
$3,535,960 $460,953

(A) Derived from audited financial statements included in the Company's
Annual Report Form 10-K filed with the Securities and Exchange
Commission.

SDL, Inc.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data - unaudited)

Three Months Ended June 30, 2000
Pro Forma
As Reported Adjustments Pro Forma

Total revenues $110,512 $- $110,512

Cost of revenues (a) 55,214 (2,840) 52,374

Gross profit 55,298 2,840 58,138

Operating expenses
Research and development (a) 8,569 (989) 7,580
Selling, general and
administrative (a) 13,504 (934) 12,570
In-process research and
development (b) 26,200 (26,200) -
Amortization of purchased
intangibles (c) 71,627 (71,627) -

Total operating expenses 119,900 (99,750) 20,150

Operating income (loss) (64,602) 102,590 37,988

Interest income, net 5,029 - 5,029

Income (loss) before income taxes (59,573) 102,590 43,017

Provision for income taxes (d) 11,158 4,676 15,834

Net income (loss) ($70,731) $97,914 $27,183

Net income (loss) per share
- basic ($0.89) $0.34

Net income (loss) per share
- diluted ($0.89) $0.33

Number of weighted average
shares - basic 79,246 79,246

Number of weighted average
shares - diluted 79,246 83,473

(a) Adjusted to exclude $4,763,000 of non-cash stock compensation expense
(b) Adjusted to exclude In Process R&D charges
(c) Adjusted to exclude amortization of purchased intangible assets
(d) Adjusted to exclude income tax effects of (a) and (c) to derive a pro
forma effect tax rate of 36.5 percent

SDL, Inc.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data - unaudited)

Six Months Ended June 30, 2000
Pro Forma
As Reported Adjustments Pro Forma

Total revenues $182,718 $- $182,718

Cost of revenues (a) 92,830 (2,840) $89,990

Gross profit 89,888 2,840 92,728

Operating expenses
Research and development (a) 14,472 (989) 13,483
Selling, general and
administrative (a) 20,802 (1,588) 19,214
In-process research and
development (b) 27,400 (27,400) -
Amortization of purchased
intangibles (c) 73,371 (73,371) -

Total operating expenses 136,045 (103,348) 32,697

Operating income (loss) (46,157) 106,188 60,031

Interest income, net 9,514 - 9,514

Income (loss) before income taxes (36,643) 106,188 69,545

Provision for income taxes (d) 19,844 5,540 25,384

Net income (loss) ($56,487) $100,648 $44,161

Net income (loss) per share
- basic ($0.75) $0.58

Net income (loss) per share
- diluted ($0.75) $0.55

Number of weighted average
shares - basic 75,633 75,633

Number of weighted average
shares - diluted 75,633 79,990

(a) Adjusted to exclude $5,417,000 of non-cash stock compensation expense
(b) Adjusted to exclude In Process R&D charges
(c) Adjusted to exclude amortization of purchased intangible assets
(d) Adjusted to exclude income tax effects of (a) and (c) to derive a pro
forma effective tax rate of 36.5 percent

SDL, Inc.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data - unaudited)

Three Months Ended June 30, 1999
Pro Forma
As Reported Adjustments Pro Forma
Total revenues $43,171 $- $43,171

Cost of revenues 24,973 - 24,973

Gross profit 18,198 - 18,198

Operating expenses
Research and development 4,292 - 4,292
Selling, general and
administrative (a) 6,443 (108) 6,335
Merger costs (b) 2,677 (2,677) -
Amortization of purchased
intangibles (c) 210 (210) -

Total operating expenses 13,622 (2,995) 10,627

Operating income 4,576 2,995 7,571

Interest income, net 297 - 297

Income before income taxes 4,873 2,995 7,868

Provision for income taxes (d) 1,662 69 1,731

Net income $3,211 $2,926 $6,137

Net income per share - basic $0.05 $0.10

Net income per share - diluted $0.05 $0.09

Number of weighted average
shares - basic 61,984 61,894

Number of weighted average
shares - diluted 65,922 65,922

(a) Adjusted to exclude $108,000 of non-cash stock compensation expense
(b) Adjusted to exclude merger costs related to the pooling of interests
transaction with IOC
(c) Adjusted to exclude amortization of purchased intangible assets
(d) Adjusted to exclude (a), (b) and (c) to derive a pro forma effective
tax rate of 22 percent

SDL, Inc.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data - unaudited)

Six Months Ended June 30, 1999
Pro Forma
As Reported Adjustments Pro Forma

Total revenues $80,837 $- 80,837

Cost of revenues (a) 48,006 (700) 47,306

Gross profit 32,831 700 33,531

Operating expenses
Research and development 8,073 - 8,073
Selling, general and
administrative (b) 12,123 (176) 11,947
Merger costs (c) 2,677 (2,677) -
In-process research and
development (d) 1,495 (1,495) -
Amortization of purchased
intangibles (e) 389 (389) -
Total operating expenses 24,757 (4,737) 20,020

Operating income 8,074 5,437 13,511

Interest income, net 583 - 583
Income before income taxes 8,657 5,437 14,094

Provision for income taxes 2,823 278 3,101
Net income $5,834 $5,159 $10,993

Net income per share - basic $0.10 $0.18

Net income per share - diluted $0.09 $0.17

Number of weighted average
shares - basic 61,036 61,036

Number of weighted average
shares - diluted 65,108 65,108

(a) Adjusted to exclude $700,000 one-time charge related to the
acquisition of Polaroid's fiber laser business in February 1999
(b) Adjusted to exclude $176,000 of non-cash stock compensation expense
(c) Adjusted to exclude merger costs related to the pooling of interests
transaction with IOC
(d) Adjusted to exclude in-process R&D charges
(e) Adjusted to exclude amortization of purchased intangible assets
(f) Adjusted to exclude (a), (b), (c), and (e) to derive a pro forma
effective tax rate of 22 percent

SOURCE: SDL, Inc.

biz.yahoo.com



To: LJM who wrote (2280)7/20/2000 4:26:56 PM
From: LJM  Read Replies (1) | Respond to of 3951
 
Thursday July 20, 4:04 pm Eastern Time
Company Press Release
SOURCE: SDL, Inc.
SDL Announces Record Results for 2000 Second Quarter
Revenue Rises 53 Percent and Pro Forma Operating Income Increases 72 Percent Versus Q1 2000
SAN JOSE, Calif., July 20 /PRNewswire/ -- SDL, Inc. (Nasdaq: SDLI - news) today announced record revenues of $110.5 million and pro forma net income of $27.2 million, or $0.33 per diluted share, for the second quarter ended June 30, 2000.

Driven by significant increases in shipments of communications products for both terrestrial and undersea fiber optic systems, second quarter revenue was 156 percent above that reported for the second quarter ended June 30, 1999 and 53 percent higher than revenue in the first quarter of 2000. Revenue from fiber optic communications products increased 60 percent over the first quarter and by 242 percent over the prior year quarter. Results for the second quarter include three full months of operations for the Queensgate and Veritech acquisitions and four weeks of operations at Photonics Integration Research (PIRI). Excluding these three acquired businesses, total revenue increased by 31 percent sequentially and by 116 percent over the prior year quarter, and base fiber optic communications revenue grew by 36 percent sequentially and by 189 percent over the June 1999 quarter.

Including acquisition-related and purchased intangibles amortization charges and non-cash stock compensation expense, the company reported a net loss of $70.7 million, or $0.89 per diluted share for the quarter. This includes $26.2 million of charges for in-process research and development related to the Veritech and PIRI transactions, $71.6 million of amortization of purchased intangible assets and $4.8 million of non-cash stock compensation expense.

On a pro forma basis, excluding acquisition-related charges, amortization of purchased intangible assets and non-cash stock compensation expense, SDL reported net income of $27.2 million, or $0.33 per share for the quarter, an increase of 342 percent over the $6.1 million, or $0.09 per share, pro forma net income for the quarter ended June 30, 1999. Pro forma operating income rose by 72 percent over Q1 2000. Pro forma operating margin was a record 34.4 percent, up 3.9 points from the March 2000 quarter and up 16.9 points from the prior year quarter. Almost half of the sequential increase was derived from strong margins from the three recent acquisitions and the remainder from continued gross margin improvement in the base business due to the growth in telecom volume and increases in yields and factory efficiency.

The following table summarizes pro forma results for the quarters ended June 30, 2000 and 1999.

(in millions, except share amounts) Three months ended
June 30
2000 1999
Revenues $110.5 $43.2
Gross margin (a) 58.1 18.2
Income from operations (a) 38.0 7.6
Income before income taxes (a) 43.0 7.9
Net income (a) 27.2 6.1
Net income per diluted share (a) $0.33 $0.09
Diluted weighted average shares outstanding 83.5 65.9

(a) Pro forma results for the quarter ended June 30, 2000 exclude the
in-process research and development charges related to the Veritech
and PIRI acquisitions, amortization of purchased intangible assets and
non-cash stock compensation expenses. Pro forma results for the
quarter ended June 30, 1999 exclude the merger expenses related to the
acquisition of IOC International, amortization of purchased intangible
assets and non-cash stock compensation expenses.

For the six months ended June 30, 2000, SDL reported revenue of $182.7 million, up 126 percent compared to revenues of $80.8 million in the first six months of 1999. Pro forma net income for the same period was a record $44.2 million or $0.55 per diluted share, compared to pro forma net income of $11.0 million or $0.17 per diluted share in the first half of 1999.

Commenting on the quarter's performance, SDL's Chairman and Chief Executive Officer, Donald R. Scifres said, ``SDL's fiber optic businesses, including the three recently acquired businesses, Queensgate, PIRI and Veritech, continued to expand at a rapid rate. Q2 highlights include the continued revenue growth in both terrestrial and undersea fiber optic market sectors, markedly higher margins due to operating efficiencies, improved product mix and higher yields, and a major improvement in cash flow.''

Scifres concluded, ``Looking forward, we are in the process of expanding our manufacturing capabilities at our three new operations as well as at our Santa Clara, California manufacturing site in order to accommodate the expected strong demand for fiber optic products. Based on excellent order levels, the second half of 2000 is also projected to be strong.''

Statements in this press release which are not historical including statements regarding SDL's or management's intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include statements regarding the company's plans to expand manufacturing capabilities at four of its sites in anticipation of strong customer demand for fiber optic products, and the company's expectations for strong performance in the second half of 2000. It is important to note that the Company's actual results could differ materially from those in any such forward-looking statements. Factors that could cause actual results to differ materially include risks related to the company's inability to meet customer demand with its existing facilities, the company's inability to expand manufacturing facilities successfully to meet customer demand, uncertainties in competition and in customer demand for the company's products, and the risk factors listed from time to time in the Company's SEC reports including but not limited to, the annual report on Form 10-K for the year ended December 31, 1999, and Form 10-Q for the quarter ended March 31, 2000.

SDL's products power the transmission of data, voice and Internet information over fiber optic networks to meet the needs of telecommunications, dense wavelength division multiplexing (DWDM), cable television and satellite communications applications. They enable customers to meet the bandwidth needs of increasing Internet, data, video and voice traffic by expanding their fiber optic communications networks much more quickly and efficiently than would be possible using conventional electronic and optical technologies. SDL's optical products also serve a variety of non-communications applications, including materials processing and printing. Additional information about SDL, Inc. is available on the Internet at www.sdli.com .

SDL, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data - unaudited)

Three Months Ended Six Months Ended
June, 30 June 30,
2000 1999 2000 1999

Total revenues $110,512 $43,171 $182,718 $80,837

Cost of revenues 55,214 24,973 92,830 48,006

Gross profit 55,298 18,198 89,888 32,831

Operating expenses
Research and development 8,569 4,292 14,472 8,073
Selling, general and
administrative 13,504 6,443 20,802 12,123
Merger costs - 2,677 - 2,677
In-process research and
development 26,200 - 27,400 1,495
Amortization of purchased
intangibles 71,627 210 73,371 389

Total operating expenses 119,900 13,622 136,045 24,757

Operating income (loss) (64,602) 4,576 (46,157) 8,074

Interest income, net 5,029 297 9,514 583

Income (loss) before
income taxes (59,573) 4,873 (36,643) 8,657

Provision for income taxes 11,158 1,662 19,844 2,823

Net income (loss) ($70,731) $3,211 ($56,487) $5,834

Net income (loss) per share
- basic ($0.89) $0.05 ($0.75) $0.10

Net income (loss) per share
- diluted ($0.89) $0.05 ($0.75) $0.09

Number of weighted average
shares - basic 79,246 61,984 75,633 61,036

Number of weighted average
shares - diluted 79,246 65,922 75,633 65,108

SDL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

June 30, December 31,
2000 1999
(unaudited) (A)

Assets
Current assets:
Cash, cash equivalents and
marketable securities $378,785 $314,135
Accounts receivable, net 67,024 41,445
Inventory 46,971 32,070
Other current assets 6,051 3,659
Total current assets 498,831 391,309

Property and equipment, net 86,036 59,772
Intangible assets 2,942,641 2,948
Other assets 8,452 6,924
$3,535,960 $460,953

Liabilities and stockholders' equity
Current liabilities:
Accounts payable $25,092 $18,277
Other accrued liabilities 60,929 17,770
Total current liabilities 86,021 36,047

Long-term liabilities 4,966 4,758

Stockholders' equity 3,444,973 420,148
$3,535,960 $460,953

(A) Derived from audited financial statements included in the Company's
Annual Report Form 10-K filed with the Securities and Exchange
Commission.

SDL, Inc.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data - unaudited)

Three Months Ended June 30, 2000
Pro Forma
As Reported Adjustments Pro Forma

Total revenues $110,512 $- $110,512

Cost of revenues (a) 55,214 (2,840) 52,374

Gross profit 55,298 2,840 58,138

Operating expenses
Research and development (a) 8,569 (989) 7,580
Selling, general and
administrative (a) 13,504 (934) 12,570
In-process research and
development (b) 26,200 (26,200) -
Amortization of purchased
intangibles (c) 71,627 (71,627) -

Total operating expenses 119,900 (99,750) 20,150

Operating income (loss) (64,602) 102,590 37,988

Interest income, net 5,029 - 5,029

Income (loss) before income taxes (59,573) 102,590 43,017

Provision for income taxes (d) 11,158 4,676 15,834

Net income (loss) ($70,731) $97,914 $27,183

Net income (loss) per share
- basic ($0.89) $0.34

Net income (loss) per share
- diluted ($0.89) $0.33

Number of weighted average
shares - basic 79,246 79,246

Number of weighted average
shares - diluted 79,246 83,473

(a) Adjusted to exclude $4,763,000 of non-cash stock compensation expense
(b) Adjusted to exclude In Process R&D charges
(c) Adjusted to exclude amortization of purchased intangible assets
(d) Adjusted to exclude income tax effects of (a) and (c) to derive a pro
forma effect tax rate of 36.5 percent

SDL, Inc.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data - unaudited)

Six Months Ended June 30, 2000
Pro Forma
As Reported Adjustments Pro Forma

Total revenues $182,718 $- $182,718

Cost of revenues (a) 92,830 (2,840) $89,990

Gross profit 89,888 2,840 92,728

Operating expenses
Research and development (a) 14,472 (989) 13,483
Selling, general and
administrative (a) 20,802 (1,588) 19,214
In-process research and
development (b) 27,400 (27,400) -
Amortization of purchased
intangibles (c) 73,371 (73,371) -

Total operating expenses 136,045 (103,348) 32,697

Operating income (loss) (46,157) 106,188 60,031

Interest income, net 9,514 - 9,514

Income (loss) before income taxes (36,643) 106,188 69,545

Provision for income taxes (d) 19,844 5,540 25,384

Net income (loss) ($56,487) $100,648 $44,161

Net income (loss) per share
- basic ($0.75) $0.58

Net income (loss) per share
- diluted ($0.75) $0.55

Number of weighted average
shares - basic 75,633 75,633

Number of weighted average
shares - diluted 75,633 79,990

(a) Adjusted to exclude $5,417,000 of non-cash stock compensation expense
(b) Adjusted to exclude In Process R&D charges
(c) Adjusted to exclude amortization of purchased intangible assets
(d) Adjusted to exclude income tax effects of (a) and (c) to derive a pro
forma effective tax rate of 36.5 percent

SDL, Inc.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data - unaudited)

Three Months Ended June 30, 1999
Pro Forma
As Reported Adjustments Pro Forma
Total revenues $43,171 $- $43,171

Cost of revenues 24,973 - 24,973

Gross profit 18,198 - 18,198

Operating expenses
Research and development 4,292 - 4,292
Selling, general and
administrative (a) 6,443 (108) 6,335
Merger costs (b) 2,677 (2,677) -
Amortization of purchased
intangibles (c) 210 (210) -

Total operating expenses 13,622 (2,995) 10,627

Operating income 4,576 2,995 7,571

Interest income, net 297 - 297

Income before income taxes 4,873 2,995 7,868

Provision for income taxes (d) 1,662 69 1,731

Net income $3,211 $2,926 $6,137

Net income per share - basic $0.05 $0.10

Net income per share - diluted $0.05 $0.09

Number of weighted average
shares - basic 61,984 61,894

Number of weighted average
shares - diluted 65,922 65,922

(a) Adjusted to exclude $108,000 of non-cash stock compensation expense
(b) Adjusted to exclude merger costs related to the pooling of interests
transaction with IOC
(c) Adjusted to exclude amortization of purchased intangible assets
(d) Adjusted to exclude (a), (b) and (c) to derive a pro forma effective
tax rate of 22 percent

SDL, Inc.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data - unaudited)

Six Months Ended June 30, 1999
Pro Forma
As Reported Adjustments Pro Forma

Total revenues $80,837 $- 80,837

Cost of revenues (a) 48,006 (700) 47,306

Gross profit 32,831 700 33,531

Operating expenses
Research and development 8,073 - 8,073
Selling, general and
administrative (b) 12,123 (176) 11,947
Merger costs (c) 2,677 (2,677) -
In-process research and
development (d) 1,495 (1,495) -
Amortization of purchased
intangibles (e) 389 (389) -
Total operating expenses 24,757 (4,737) 20,020

Operating income 8,074 5,437 13,511

Interest income, net 583 - 583
Income before income taxes 8,657 5,437 14,094

Provision for income taxes 2,823 278 3,101
Net income $5,834 $5,159 $10,993

Net income per share - basic $0.10 $0.18

Net income per share - diluted $0.09 $0.17

Number of weighted average
shares - basic 61,036 61,036

Number of weighted average
shares - diluted 65,108 65,108

(a) Adjusted to exclude $700,000 one-time charge related to the
acquisition of Polaroid's fiber laser business in February 1999
(b) Adjusted to exclude $176,000 of non-cash stock compensation expense
(c) Adjusted to exclude merger costs related to the pooling of interests
transaction with IOC
(d) Adjusted to exclude in-process R&D charges
(e) Adjusted to exclude amortization of purchased intangible assets
(f) Adjusted to exclude (a), (b), (c), and (e) to derive a pro forma
effective tax rate of 22 percent

SOURCE: SDL, Inc.