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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) 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 http://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.




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Related links:
  • http://www.sdli.com
    CONTACT:
    Donald R. Scifres, Chairman and CEO, or
    Michael L. Foster, VP Finance and CFO, of SDL, Inc.,
    408-943-9411, or general, Lisa Horn Chainey or Marcia Nakamura,
    investors, Susan Katz, or media, Chris Wood, of Financial
    Relations Board, 415-986-1591