DIGITAL LIGHTWAVE INC, 10-Q, 1999-08-16

DIGITAL LIGHTWAVE INC
10-Q, 1999-08-16
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM 10-Q

<TABLE>
<C> <S>
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________
</TABLE>

COMMISSION FILE NUMBER 000-21669

DIGITAL LIGHTWAVE, INC.
(Exact name of registrant as specified in its charter)

---------------------

<TABLE>
<S> <C>
DELAWARE 95-4313013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

15550 LIGHTWAVE DRIVE
CLEARWATER, FLORIDA 33760
(727) 442-6677
(Address, including zip code, of principal executive offices and
Registrant's telephone number, including area code)

---------------------

Indicate by check mark whether 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 report(s)), and (2) has been subject to
such filing requirements for the past 90 days.

YES [X] NO [ ]

The number of shares outstanding of the Registrant's Common Stock as of
August 11, 1999 was 26,933,001.
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<PAGE> 2

DIGITAL LIGHTWAVE, INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1999

INDEX

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets -- June 30, 1999 and December
31, 1998.................................................... 1
Consolidated Statements of Operations -- Three Months Ended
June 30, 1999 and June 30, 1998............................. 2
Consolidated Statements of Operations -- Six Months Ended
June 30, 1999 and June 30, 1998............................. 3
Consolidated Statements of Cash Flows -- Six Months Ended
June 30, 1999 and June 30, 1998............................. 4
Notes to Consolidated Financial Statements.................. 5
Management's Discussion and Analysis of Financial Condition
Item 2. and Results of Operations................................... 9

PART II OTHER INFORMATION
Item 1. Legal Proceedings........................................... 17
Item 4. Submission of Matters to a Vote of Security Holders......... 18
Item 6. Exhibits and Reports on Form 8-K............................ 18
SIGNATURES........................................................... 19
</TABLE>
<PAGE> 3

PART I

FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

DIGITAL LIGHTWAVE, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 3,801 $ 3,848
Accounts receivable, net.................................. 9,502 7,152
Inventories............................................... 4,779 5,476
Prepaid expenses and other current assets................. 1,397 748
------- -------
Total current assets.............................. 19,479 17,224
Property and equipment, net................................. 8,983 9,274
Other assets................................................ 1,027 1,060
------- -------
Total assets...................................... $29,489 $27,558
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................. $ 7,641 $ 6,468
Notes payable, net of discount............................ 2,996 --
Interest payable.......................................... 64 --
Accrued settlement charges................................ 7,588 8,489
------- -------
Total current liabilities......................... 18,289 14,957
Long-term liabilities....................................... 236 281
------- -------
Total liabilities................................. 18,525 15,238
------- -------
Stockholders' equity:
Common stock.............................................. 3 3
Additional paid-in capital................................ 58,138 57,927
Accumulated deficit....................................... (47,177) (45,610)
------- -------
Total stockholders' equity........................ 10,964 12,320
------- -------
Total liabilities and stockholders' equity........ $29,489 $27,558
======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

1
<PAGE> 4

DIGITAL LIGHTWAVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
Sales....................................................... $ 10,728 $ 3,517
Cost of goods sold.......................................... 3,692 1,334
----------- -----------
Gross profit.............................................. 7,036 2,183
Operating expenses:
Engineering and development............................... 2,674 3,692
Sales and marketing....................................... 3,118 3,094
General and administrative................................ 1,208 1,644
Litigation settlement..................................... -- 8,500
----------- -----------
Total operating expenses.......................... 7,000 16,930
----------- -----------
Operating income (loss)..................................... 36 (14,747)
Other income................................................ 29 167
----------- -----------
Income (loss) before income tax............................. 65 (14,580)
Provision for income taxes.................................. -- --
----------- -----------
Net income (loss).................................... $ 65 $ (14,580)
=========== ===========
Per share of common stock:
Basic and diluted income (loss) per share of common
stock............................................... $ 0.00 $ (0.55)
=========== ===========
Weighted average common shares outstanding.................. 26,563,964 26,461,151
=========== ===========
Weighted average common and common equivalent shares
outstanding............................................... 27,423,386 26,461,151
=========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

2
<PAGE> 5

DIGITAL LIGHTWAVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
Sales....................................................... $ 18,841 $ 8,949
Cost of goods sold.......................................... 6,878 3,437
----------- -----------
Gross profit.............................................. 11,963 5,512
Operating expenses:
Engineering and development............................... 5,421 7,001
Sales and marketing....................................... 5,859 5,037
General and administrative................................ 2,324 3,542
Reorganization charges.................................... -- 1,018
Litigation settlement..................................... -- 8,500
----------- -----------
Total operating expenses.......................... 13,604 25,098
----------- -----------
Operating loss.............................................. (1,641) (19,586)
Other income................................................ 74 446
----------- -----------
Loss before income tax...................................... (1,567) (19,140)
Provision for income taxes.................................. -- --
----------- -----------
Net loss............................................... $ (1,567) $ (19,140)
=========== ===========
Per share of common stock:
Basic and diluted loss per share of common stock....... $ (0.06) $ (0.72)
=========== ===========
Weighted average shares outstanding......................... 26,551,929 26,452,601
=========== ===========
Weighted average common and common equivalent shares
outstanding............................................... 27,146,189 26,452,601
=========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

3
<PAGE> 6

DIGITAL LIGHTWAVE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
JUNE 30,
------------------
1999 1998
------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $(1,567) $(19,140)
Adjustments to reconcile net loss due to cash used by
operating activities:
Depreciation and amortization.......................... 1,210 1,085
Loss on disposal of property........................... 7 --
Changes in operating assets and liabilities:
Increase in accounts receivable........................ (2,606) (238)
Decrease (increase) in inventories..................... 702 (1,304)
Increase in prepaid expenses and other current
assets................................................ (616) (655)
Increase (decrease) in accounts payable and accrued
expenses.............................................. 1,106 (653)
(Decrease) increase in accrued settlement charges...... (901) 8,500
------- --------
Net cash used in operating activities................ (2,665) (12,405)
------- --------
Cash flows from investing activities:
Purchase of property and equipment........................ (680) (1,686)
------- --------
Net cash used in investing activities................ (680) (1,686)
------- --------
Cash flows from financing activities:
Proceeds from notes payable............................... 3,000 --
Proceeds from sale of common stock, net of expense........ 208 126
Payments received -- lease receivables.................... 257 26
Principal payments -- capital lease obligations........... (167) (24)
------- --------
Net cash provided by financing activities............ 3,298 128
------- --------
Net decrease in cash and cash equivalents................... (47) (13,963)
Cash and cash equivalents at beginning of period............ 3,848 24,031
------- --------
Cash and cash equivalents at end of period.................. $ 3,801 $ 10,068
======= ========
Other supplemental disclosures:
Cash paid for interest.................................... 29 12
Noncash investing and financing activities:
Capital lease obligations incurred........................ 194 48
Fixed asset additions included in accounts payable........ 59 46
Accounts receivable related to capital leases............. $ 245 $ 216
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

4
<PAGE> 7

DIGITAL LIGHTWAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Digital
Lightwave, Inc. ("the Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, these statements include all adjustments, consisting of normal and
recurring adjustments, considered necessary for a fair presentation of results
for such periods. The results of operations for the three and six month periods
ended June 30, 1999 are not necessarily indicative of results which may be
achieved for the full fiscal year or for any future period. The unaudited
interim financial statements should be read in conjunction with the financial
statements and notes thereto contained in Digital Lightwave's Form 10-K for the
period ended December 31, 1998, File No. 000-21669.

For comparative purposes, certain amounts previously disclosed in the
financial statements have been reclassified to conform to the current
presentation. These reclassifications had no effect on the results of operations
for the periods presented.

2. INVENTORIES

Inventories at June 30, 1999 and December 31, 1998 are summarized as
follows:

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
-------- ------------
(IN THOUSANDS)
<S> <C> <C>
Raw materials............................................. $2,444 $2,166
Work-in-process........................................... 1,501 1,443
Finished goods............................................ 834 1,867
------ ------
$4,779 $5,476
====== ======
</TABLE>

3. COMPUTATION OF NET INCOME (LOSS) PER SHARE

Basic income (loss) per share is based on the weighted average number of
common shares outstanding during the periods presented. For the quarter ended
June 30, 1998 and the six months ended June 30, 1999 and 1998, diluted loss per
share, which includes the effect of incremental shares from common stock
equivalents using the treasury stock method, is not included in the calculation
of net loss per share as the inclusion of such equivalents would be
anti-dilutive. The table below shows the calculation of basic weighted average
common shares outstanding and the incremental number of shares arising from
common stock equivalents under the treasury stock method:

<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------------- -----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average common stock outstanding....... 26,563,964 26,461,151 26,551,929 26,452,601
Weighted average common stock equivalents
outstanding................................... 859,422 -- 594,260 --
---------- ---------- ---------- ----------
Shares including effect of common stock
equivalents outstanding....................... 27,423,386 26,461,151 27,146,189 26,452,601
========== ========== ========== ==========
</TABLE>

4. REORGANIZATION CHARGES

The Company streamlined its management structure and eliminated 20
positions which resulted in a one-time charge of approximately $1.0 million
during the quarter ended March 31, 1998.

5
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DIGITAL LIGHTWAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. LEGAL PROCEEDINGS

As of April 9, 1998, 23 class action complaints (which were subsequently
consolidated into a single action) for violations of the Federal Securities Laws
during certain periods in 1997 and 1998 had been filed in the United States
District Court for the Middle District of Florida (the "District Court"), on
behalf of purchasers of the Company's Common Stock. The complaints named as
defendants the Company, Bryan J. Zwan, the Company's then Chairman, Steven H.
Grant, the Company's Executive Vice President, Finance, Chief Financial Officer
and Secretary, and other former corporate officers. The complaints allege that
the Company and certain officers during the relevant time period violated
Sections 10(b) and 20(a) of the Securities Exchange Act by, among other things,
issuing to the investing public false and misleading financial statements and
press releases concerning the Company's revenues, income and earnings, which
artificially inflated the price of the Company's Common Stock.

On July 23, 1998, the Company entered into a memorandum of understanding
for the settlement of these class action complaints. In late October 1998, a
Stipulation of Settlement was filed with the court and on December 21, 1998, the
court preliminarily approved the settlement. The settlement consists of $4.3
million in cash, to be paid to plaintiffs primarily by a claim on the Company's
directors and officers liability insurance policy, and the issuance of up to 1.8
million shares of Common Stock. The Company recorded a one-time charge of $8.5
million during 1998 as a result of the settlement. On March 12, 1999, the court
indicated that it would grant final approval of the settlement of the class
action complaints and on April 30, 1999, the court granted the final order
approving the settlement of the actions. The final order is subject to appeal.

On May 20, 1999, Charles Chalmers, a lead plaintiff in the class action
suit, filed a notice of appeal with the Eleventh Circuit Court of Appeals.
Subsequently, a motion was filed on behalf of plaintiffs in the District Court
to require Mr. Chalmers to post a bond in order to proceed with the appeal. On
August 9, 1999, the District Court granted plaintiff's motion mandating that Mr.
Chalmers post a $12.5 million bond in order to proceed with the appeal. In
addition, on August 9, 1999, the Securities and Exchange Commission filed an
amicus brief in support of Mr. Chalmers' appeal. The Company intends to
vigorously oppose this appeal. However, there can be no assurance as to the
outcome of the appeal. If the appeal is successful, the settlement of the class
action could be set aside, and the Company again could be required to defend or
attempt to settle the class action suit, which could have a negative effect on
the Company and its results of operations and financial condition.

On November 5, 1997, Hugh Brian Haney ("Plaintiff"), an early stage
investor, commenced an action in the United States District Court for the
Southern District of Ohio against Dr. Bryan J. Zwan, the Company's then Chairman
of the Board and Chief Executive Officer, and the Company ("Defendants"). An
amended complaint filed December 15, 1997 alleged violations of Section 10(b) of
the Securities Exchange Act, violations of state corporation statutes, and
various common law violations by Defendants in connection with Plaintiff's sale
to the Company's predecessor in November 1995, pursuant to a previously granted
option exercisable by Dr. Zwan and/or the Company's predecessor, of 4,900 shares
of stock in the Company's predecessor, an amount equivalent to 19,215,686 shares
of the Company's common stock. The amended complaint sought, among other things,
(1) rescission of the sale of the shares transferred by Plaintiff and (2)
damages of $235 million, together with interest. On October 20, 1998, the
Company and Dr. Zwan entered into an agreement with Plaintiff to settle the
action. The settlement agreement provided, among other things, for dismissal of
the action with prejudice, for a $500,000 payment by the Company to Plaintiff
for his attorneys' fees and granted Plaintiff an option, for 10 years, to
purchase for $1 per share 2 million shares of Dr. Zwan's stock in the Company.
Pursuant to that agreement, the action was dismissed with prejudice on November
13, 1998. The Company recorded a $3.0 million charge to earnings consisting of
the cash payment and the valuation of the options upon settlement.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

parties had been breached and requesting that the settlement agreement be
specifically enforced and that damages in excess of $75,000 be awarded, or,
alternatively, that the settlement agreement be set aside. The Company believes
that it has fulfilled its obligations under the settlement agreement and that
the claims made by Plaintiff against the Company in this action are without
merit. Accordingly, in response to this action, the Company filed a motion to
dismiss for failure to state a claim against the Company. However, there can be
no assurance that the Company's motion will be granted, or if the motion is
denied, that the Company will succeed in defending or settling this action.
Additionally, there can be no assurance that the action will not have a material
adverse effect on the Company.

The Company from time to time is involved in lawsuits arising in the
ordinary course of business. With respect to these matters, management believes
that it has adequate legal defenses and/or provided adequate accruals for
related costs. The Company is not aware of any additional lawsuits that were
pending that could have a material adverse effect on the Company's business,
financial condition and results of operations.

6. FINANCING TRANSACTIONS

The Company entered into an accounts receivable agreement dated December
28, 1998 with EAB Leasing Corp. ("EAB") providing for the sale of the Company's
accounts receivable to EAB. The aggregate maximum amount the Company can borrow
at one time under this agreement was $2.9 million through June 28, 1999, with a
maximum of $2.0 million available on a monthly basis. In connection with this
agreement, the Company has granted EAB a security interest in its accounts,
accounts receivables, contract rights, equipment, chattel paper, general
intangibles, instruments, inventory and all proceeds of the foregoing. The
annual interest rate equivalent charged to the Company under this agreement is
the prime rate plus 1.5%. The agreement also provides that the Company pay a
minimum monthly service fee in the amount of $10,000.

On June 29, 1999, the accounts receivable agreement with EAB automatically
renewed for a six month period ending December 28, 1999 under the same terms and
conditions as the previous agreement except the $2.0 million maximum available
on a monthly basis was waived. The agreement is still subject to the aggregate
maximum amount the Company can borrow at one time of $2.9 million. As of June
30, 1999, there were no borrowings outstanding under this agreement.

On March 31, 1999, the Company entered into a financing agreement with
certain investors pursuant to which the Company agreed to issue $3.0 million of
9% Secured Bridge Notes due January 17, 2000. These notes were issued on April
6, 1999. They are collateralized by all of the Company's assets and are
subordinated to the accounts receivable agreement with EAB and the proposed line
of credit agreement with Emergent Business Capital described in the following
paragraph. In connection with the financing agreement, the Company issued
warrants to purchase an aggregate of 550,000 shares of the Company's common
stock at an exercise price of $2.75 per share, the market price of the stock on
the date prior to the issuance of the warrants. The warrants have a term of five
years from the date of issuance. The Company has agreed to register the warrants
and the common stock issuable upon exercise thereof under the Securities Act of
1933.

On March 31, 1999, the Company entered into a Letter of Commitment with
Emergent Business Capital pursuant to which Emergent Business Capital would
provide the Company with a $5.0 million line of credit (the "Emergent Line of
Credit"). Under the Emergent Line of Credit, the Company would be entitled to
borrow up to $5.0 million, subject to certain borrowing limitations based on
amounts of the Company's accounts receivable and other assets. The Emergent Line
of Credit would have a term of two years. All

7
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DIGITAL LIGHTWAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

indebtedness outstanding under the Emergent Line of Credit Agreement would be
collateralized by substantially all of the Company's assets.

On April 19, 1999, the Company filed a registration statement with the
Securities and Exchange Commission relating to a public offering of $20.0
million of Convertible Subordinated Notes. The Convertible Subordinated Notes
will be convertible into shares of the Company's common stock. The Company will
grant the underwriter a 30-day option to purchase up to an additional $3.0
million of Convertible Subordinated Notes for the purpose of covering
over-allotments. C.E. Unterberg, Towbin is the underwriter of this offering. The
Company intends to use the net proceeds from this offering to repay indebtedness
and for working capital and general corporate purposes.

7. COMMITMENTS

In May 1999, the Company signed an original equipment manufacturer contract
to provide integrated performance monitoring and diagnostic capabilities for a
product marketed by Lucent Technologies, Inc. Lucent's placement of orders for
product is conditional upon the Company achieving certain milestone events
defined in the contract.

8. SUBSEQUENT EVENTS

Subsequent to June 30, 1999, the Company has borrowed funds under the
accounts receivable agreement with EAB described in Note 7 -- Financing
Transactions. The balance outstanding at August 13, 1999 was $352,952.

On July 6, 1999 the Company announced that effective July 1, 1999, Dr.
Bryan J. Zwan, the Company's founder, left his position as Chairman of the Board
of the Company. Dr. Zwan continues to serve as director of the Company.
Effective July 1, 1999, Gerry Chastelet, the Chief Executive Officer and
President of the Company, was named to the additional post of Chairman of the
Company's Board of Directors.

On July 21, 1999, the Company issued 289,350 shares of Common Stock in
partial satisfaction of the total shares required under the settlement of the
class actions complaints described in Note 6 -- Legal Proceedings.

8
<PAGE> 11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This report contains certain statements of a forward-looking nature
relating to future events or the future performance of the Company. Prospective
and current investors are cautioned that such statements are only predictions
and that actual events or results may differ materially. In evaluating such
statements as well as the future prospects of the Company generally, such
investors should specifically consider various factors identified in the
Company's Annual Report on Form 10-K for the period ended December 31, 1998,
including the matters set forth therein under the caption "Factors That May
Affect Operating Results," which could cause actual results to differ materially
from those indicated by such forward-looking statements. Factors that may affect
the Company's results of operations include but are not limited to the Company's
limited operating history and cumulative losses, control by a majority
shareholder, dependence on a limited number of products, uncertain market
acceptance of planned products, rapid technological changes, dependence on new
product introductions, ability to compete effectively with other companies,
success in relocating our production and assembly operations, dependence on
contract manufacturing and sole or limited source suppliers, delays in product
development and delivery schedules, success of the original equipment
manufacturer ("OEM") agreement with Lucent Technologies, dependence on key
personnel, ability to manage our growth, ability to enter into strategic
relationships, quarterly fluctuations in operating results, dependence on
proprietary technology, dependence on a limited number of major customers,
product certifications, factors inhibiting takeover, shares eligible for future
sale, possible volatility of stock price, success in defending significant
litigation, liquidity risks and future capital needs, potential year 2000
problems and government regulations. The Company participates in a highly
concentrated industry, and has limited visibility with regard to customer orders
and the timing of such orders. The Company may also encounter difficulty
obtaining sufficient supplies to staff and meet production schedules. As a
result, quarter-to-quarter and year-to-year financial performance is highly
dependent upon the timely receipt of orders from its customers during fiscal
periods. The Company disclaims any obligation to update any such factors or
announce publicly revisions to such statements to reflect events or
developments.

OVERVIEW

The Company designs, develops, markets and supports network analysis
equipment for monitoring, maintaining and managing fiber optic networks. The
Company's products provide telecommunications service providers and equipment
manufacturers with capabilities to cost-effectively deploy and manage fiber
optic networks to address the rapidly increasing demand for bandwidth.

From inception in 1990 through 1996, the Company focused its primary
activities on developing the necessary technology and infrastructure required to
launch its first product, the Network Information Computer. In 1998, the Company
commenced limited sales of the Network Access Agent.

The Company's sales are generated from sales of its products, less an
estimate for customer returns. Sales are recognized when products are shipped to
a customer. The Company expects that the average selling price ("ASP") of its
Network Information Computers will fluctuate based on a variety of factors,
including product configuration, potential volume discounts to customers, the
timing of new product introductions and enhancements and the introduction of
competitive products. Fluctuations in the ASP may have a material adverse effect
on the Company's results of operations.

The Company sells its products through a direct sales force to
telecommunications service providers and equipment manufacturers. The sales
cycle for new customers tends to be long. In addition, the telecommunications
industry historically has had a limited number of competitors. Given long sales
cycles and few industry participants, sales of the Company's products have
tended to be concentrated, and the Company expects that sales will continue to
be concentrated in the future.

To date, the Company has not entered into long-term agreements or blanket
purchase orders for the sale of its products, but generally obtains purchase
orders for immediate shipment and other cancelable purchase commitments. As a
result, the Company does not expect to carry substantial quarterly backlog from
quarter to quarter in the future. The Company's sales during a particular
quarter are, therefore, highly dependent upon orders placed by customers during
the quarter. Consequently, sales may fluctuate significantly from quarter-
9
<PAGE> 12

to-quarter and year-to-year due to the timing and amount of orders from
customers, among other factors. Because most of our expenses, particularly
employee compensation and rent, are relatively fixed and cannot be reduced in
response to decreased revenues, quarterly fluctuations in sales have a
significant effect on net income.

Since inception the Company has incurred substantial net operating losses
as a result of significant investment in research and development, sales and
marketing and administrative expenses. The Company intends to continue to build
its organization in anticipation of growth and believes that its operating
expenses will continue to increase accordingly due to a variety of factors
including: (1) increased research and development expenses associated with the
completion of the products in development and the continued enhancement of
existing products; and (2) increased selling, general and administrative
expenses associated with continued expansion of sales and marketing
capabilities, product advertising and promotion. The quarter ended June 30, 1999
marked the first quarter of profitability for the Company. There can be no
assurance that profitability will be sustained.

RESULTS OF OPERATIONS

The following is a discussion of significant changes in the results of
operations of the Company which occurred in the quarter and six months ended
June 30, 1999 compared to the quarter and six months ended June 30, 1998. The
following tables summarize the approximate changes in selected operating items
and include dollar changes, percentage changes and percent of net sales to
facilitate the discussions that follow.

<TABLE>
<CAPTION>
QUARTER ENDED
------------------- AMOUNT PERCENT PERCENT OF
CHANGE CHANGE NET SALES
JUNE 30, JUNE 30, FAV/ FAV/ -----------
1999 1998 (UNFAV) (UNFAV) 1999 1998
-------- -------- ------- ------- ---- ----
(IN MILLIONS, EXCEPT %)
<S> <C> <C> <C> <C> <C> <C>
Net sales........................................ $10.7 $ 3.5 $ 7.2 207% 100% 100%
Cost of goods sold............................... (3.6) (1.3) (2.3) (176) 34 38
----- ------ ----- --- ----
Gross profit..................................... 7.1 2.2 4.9 224 66 62
Engineering and development expenses............. (2.7) (3.7) 1.0 28 25 105
Sales and marketing expenses..................... (3.1) (3.1) -- (1) 29 88
General and administrative expenses.............. (1.2) (1.6) 0.4 25 11 47
Reorganization charges........................... -- -- -- -- -- --
Litigation settlement............................ -- (8.5) 8.5 -- -- 242
----- ------ ----- --- ----
Total operating expenses............... (7.0) (16.9) 9.9 59 65 482
Operating income (loss).......................... 0.1 (14.7) 14.8 101 1 (420)
Other income, net................................ -- 0.1 (0.1) (83) -- 2
----- ------ ----- --- ----
Pre-tax income (loss)............................ 0.1 (14.6) 14.7 100 1 (418)
Income taxes..................................... -- -- -- -- -- --
----- ------ ----- --- ----
Net income (loss)................................ $ 0.1 $(14.6) $14.7 100% 1% (418)%
===== ====== ===== === ====
</TABLE>

10
<PAGE> 13

<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------- AMOUNT PERCENT PERCENT OF
CHANGE CHANGE NET SALES
JUNE 30, JUNE 30, FAV/ FAV/ -----------
1999 1998 (UNFAV) (UNFAV) 1999 1998
-------- -------- ------- ------- ---- ----
(IN MILLIONS, EXCEPT %)
<S> <C> <C> <C> <C> <C> <C>
Net sales........................................ $18.8 $ 8.9 $ 9.9 112% 100% 100%
Cost of goods sold............................... (6.9) (3.4) (3.5) (102) 36 38
----- ------ ----- --- ----
Gross profit..................................... 11.9 5.5 6.4 116 64 62
Engineering and development expenses............. (5.4) (7.0) 1.6 23 29 78
Sales and marketing expenses..................... (5.9) (5.0) (0.9) (17) 31 56
General and administrative expenses.............. (2.3) (3.6) 1.3 35 12 41
Reorganization charges........................... -- (1.0) 1.0 100 -- 11
Litigation settlement............................ -- (8.5) 8.5 100 -- 95
----- ------ ----- --- ----
Total operating expenses............... (13.6) (25.1) 11.5 46 72 281
Operating loss................................... (1.7) (19.6) 17.9 91 (8) (219)
Other income, net................................ 0.1 0.5 (0.4) (85) -- 6
----- ------ ----- --- ----
Pre-tax loss..................................... (1.6) (19.1) 17.5 92 (8) (213)
Income taxes..................................... -- -- -- -- -- --
----- ------ ----- --- ----
Net loss......................................... $(1.6) $(19.1) $17.5 92% (8)% (213)%
===== ====== ===== === ====
</TABLE>

Sales

Sales include total revenues from customer purchases of Network Information
Computers (NIC) and Network Access Agents (NAA), net of accrual for product
returns. Net sales for the quarter increased $7.2 million to $10.7 million from
$3.5 million in the year ago quarter. Sales to existing customers during the
quarter represented 93% of sales, or $9.9 million as compared to 74% of sales,
or $2.7 million in the year ago quarter. During the quarter, the Company shipped
273 units in varying configurations of the NIC and 6 NAA units to a total of 43
customers (including 12 new customers) at an ASP of $38,453 as compared to 113
NIC units to a total of 26 customers (including 9 new customers) at an ASP of
$31,117 in the year ago quarter.

Sales for the six months ended June 30 1999, increased $9.9 million to
$18.8 million from $8.9 million in the year ago period. Sales to existing
customers for the period represented 88% of sales, or $16.6 million as compared
to 61% of sales, or $5.6 million for the same period last year. During the
period, the Company shipped 501 units in varying configurations of the NIC and 6
NAA at an ASP of $37,161 as compared to 287 NIC units at an ASP of $31,178 in
the year ago period.

Sales to existing customers continue to represent a large portion of the
Company's net sales. The Company believes repeat sales to an existing customer
are an important measure of growing product acceptance in the highly
concentrated telecommunications industry. While this longer-term trend may not
continue, management believes that new product offerings including upgrades of
existing products offer the Company's existing customers an opportunity to
continue to extend the life of their initial investment in the Company's
products.

The increase in ASP for the quarter and six months ended June 30, 1999 as
compared to the year ago periods is primarily due to the higher selling price
associated with the Company's higher speed optical configuration, OC-48, which
was not available in the first six months of 1998.

Cost of Goods Sold

Costs of goods sold principally includes inventory, labor and overhead,
management costs, facility rental and depreciation of equipment. Cost of goods
sold for the quarter increased by $2.3 million to $3.6 million from $1.3 million
in the year ago quarter.

Cost of goods sold for the six months ended June 30, 1999 increased by $3.5
million to $6.9 million from $3.4 million in the year ago period.

11
<PAGE> 14

The primary reason for the increase in cost of goods sold is the increase
in the volume of units sold.

Gross Profit

Gross profit for the quarter ended June 30, 1999 increased by $4.9 million
to $7.1 million from $2.2 million in the year ago quarter. As a percentage of
sales, gross margin for the quarter increased to 65.6% from 62.1%.

Gross profit for the six months ended June 30, 1999 increased by $6.4
million to $11.9 million from $5.5 million in the year ago quarter. As a
percentage of sales, gross margin increased to 63.5% from 61.6%.

The increase in gross profit is directly related to the increase in sales
for the quarter and six months ended June 30, 1999. Along with the increase in
sales, gross margin percentages have also increased. The primary reasons for his
were increased margins on higher speed optical configured units at OC12 and
above.

Engineering and Development

Engineering and development expenses principally include compensation
attributable to engineering and development personnel, depreciation of fixed
assets, outside consulting fees and other development expenses. Engineering and
development expenses for the quarter decreased by $1.0 million to $2.7 million
from $3.7 million in the year ago quarter.

Engineering and development expenses for the six months ended June 30, 1999
decreased by $1.6 million to $5.4 million from $7.0 million in the year ago
period.

The decrease for both the quarter and the six months is primarily due to
the Company's efforts to lower overhead costs and streamline its operating
structure by eliminating certain full-time and consultant positions. This
resulted in a savings of $1.2 and $2.1 million in salaries and related benefits
for the quarter and six months, respectively, over the same periods last year.
However, this was partially offset by a disproportionate share of overhead
expenses which could not be capitalized as part of inventory costs due to lower
levels of production activity in the early months of the 1st and 2nd quarters of
1999.

Sales and Marketing

Sales and marketing expenses principally include salaries and commissions
paid on sales of products, travel expenses, tradeshow costs, and costs of
promotional materials and customer incentives. Sales and marketing expenses were
$3.1 million for both quarters. While expenses remained the same overall, there
were increases directly related to a larger sales force, higher commissions
resulting from the increased sales activity, and higher depreciation caused by
upgrading existing demo units to the latest configuration of OC48. These were
offset by the elimination of the International Sales organization and decreased
tradeshow spending over the year ago quarter.

Sales and marketing expenses for the six months ending June 30, 1999
increased $0.9 million to $5.9 million compared to $5.0 million in the year ago
period. The increase is directly related to the factors described that impacted
the quarter. However, the savings noted for the quarter were not significant
enough to offset the increase on a year-to-date basis.

General and Administrative

General and administrative expenses principally include professional fees,
facility rentals, compensation, and information systems related to general
management functions. General and administrative expenses for the quarter
decreased by $0.4 million to $1.2 million from $1.6 million in the year ago
quarter.

General and administrative expenses for the six months ended June 30, 1999
decreased by $1.3 million to $2.3 million from $3.6 million in the year ago
quarter.

The decrease for both the quarter and year-to-date period primarily
reflects higher professional fees related to legal costs in 1998.

12
<PAGE> 15

Reorganization Charges

During the six months ended June 30, 1998, the Company streamlined its
management structure and eliminated 20 positions which resulted in a one-time
charge of $1.0 million.

Litigation Settlement

During the quarter ended June 30, 1998, the Company signed a memorandum of
understanding for the settlement of class action complaints filed against it in
U.S. District Court for alleged violations of federal securities laws. The
settlement resulted in a one-time charge of $8.5 million.

Other Income or Expense

Other income for the quarter ended June 30, 1999, decreased by $0.1 million
to $0.0 million from $0.1 million in the same quarter last year.

Other income for the six months ended June 30, 1999 decreased by $0.4
million to $0.1 million from $0.5 million in the same period last year.

The decrease in both the quarter and the six months is the result of the
utilization of cash reserves to fund the Company's operations which caused a
decrease in interest earned on invested cash balances. This decrease is also a
result of increased interest expense related to the Company's newly issued
Secured Bridge Notes.

Net Income or Loss

Net income for the quarter increased $14.7 million to net income of $0.1
million or $.00 per share, from a net loss of $14.6 million or $.55 per share in
the year ago quarter.

Net loss for the six months ended June 30, 1999 decreased $17.5 million to
a net loss of $1.6 million or $.06 per share, from a net loss of $19.1 million
or $.72 per share.

The net loss in the prior year quarter was adversely impacted by the
one-time charge of $8.5 million to record the settlement of outstanding
securities litigation. Without this charge, the net loss would have been $6.1
million or a loss of $.23 per share for the quarter ended June 30, 1998. For the
six months ended June 30, 1998, the loss would have been $10.6 million or a loss
of $.40 per share.

LIQUIDITY AND CAPITAL RESOURCES

From its inception through December 31, 1998, the Company has financed its
operations primarily through private sales of its Common Stock, cash from
operations and the initial public offering of 3,658,860 shares of its Common
Stock. The Company completed its IPO in February 1997, resulting in net proceeds
to the Company of $39.6 million. During 1997, the Company used the net proceeds
to fund the repayment of notes payable for approximately $0.8 million, to
purchase computer equipment, software, test equipment and other assets for
approximately $6.0 million and to fund product research and development for
approximately $5.3 million. In addition, approximately $3.5 million was used to
fund the Company's expansion in the form of additional manufacturing and
administrative space and a significant increase in engineering, production and
financial management personnel to support the Company's growth.

Cash and cash equivalents at June 30, 1999 were approximately $3.8 million,
unchanged from December 31, 1998. As of June 30, 1999, the Company's working
capital was approximately $1.1 million as compared to $2.3 million at December
31, 1998. The decrease was primarily associated with cash used in operations
during the six months ended June 30, 1999, as detailed in the Company's
Consolidated Statements of Cash Flows, and the settlement of litigation
previously discussed. For the six months ended June 30, 1999, capital
expenditures were approximately $0.7 million. Future capital expenditures will
depend on several factors including timing of introductions of new products and
enhancements to existing products as well as continued product development
efforts.

13
<PAGE> 16

The Company entered into an accounts receivable agreement dated December
28, 1998 with EAB Leasing Corp. ("EAB") providing for the sale of the Company's
accounts receivable to EAB. The aggregate maximum amount the Company can borrow
at one time under this agreement is $2.9 million through June 28, 1999 with a
maximum of $2.0 million available on a monthly basis. In connection with this
agreement, the Company has granted EAB a security interest in its accounts,
accounts receivable, contract rights, equipment, chattel paper, general
intangibles, instruments, inventory and all proceeds of the foregoing The annual
interest rate equivalent charged to the Company under this agreement is the
prime rate plus 1.5%. The agreement also provides that the Company pay a minimum
monthly service fee in the amount of $10,000.

The Company continues to consider various financing alternatives, including
the existing accounts receivable agreement with EAB, the Emergent Line of
Credit, public offering of Convertible Subordinated Notes and/or equity (the
"Financing Sources"). The Company anticipates that its existing cash and cash
equivalents and anticipated cash flow from operations together with funds
provided from the Financing Sources will be sufficient to fund the Company's
working capital and capital expenditure requirements for at least the next 12
months. The anticipated cash flow from operations assumes the Company achieves a
level of sales that is significantly higher than those of earlier quarters. In
the event that these sales levels are not attained, the Company will be required
to supplement its working capital with additional funding in order to meet
shorter or longer term liquidity needs. There can be no assurance, however, that
the Company will achieve the assumed or increased sales levels or that adequate
additional financing will be available when needed or, if available, on terms
acceptable to the Company.

14
<PAGE> 17

YEAR 2000 READINESS DISCLOSURE

Year 2000 Issues and State of Readiness

The Company is aware of the issues associated with existing
computer-controlled systems properly recognizing and processing information
relating to dates in and after the Year 2000. Systems that cannot adequately
process dates beyond the year 1999 could generate erroneous data or cause a
system to fail. The problem may affect internal information technology ("IT")
systems used by the Company for product development, accounting, distribution
and planning. The problem may also affect non-IT embedded systems such as
building security systems, machine controllers, and other equipment. The Company
has made a preliminary assessment of its Year 2000 readiness for its operations
relating to (1) the Company's software products, (2) the Company's internal IT
and non-IT systems and (3) third party customers, vendors and others with whom
the Company does business.

The Company believes that the current versions of its products (ASA 312
Network Information Computer software versions 3.500 and later and Network
Access Agents) are Year 2000 compliant. The Company's products use time and
dates only as a "time stamp" for data-logging events, for file dates, for
display of elapsed time, and setting the test duration. The products' internal
system calendar years are entered as a 2-digit number in the range of "95" (for
1995) through "94" (for 2094). Since there is never a reason for "back dating,"
this provides an unambiguous means of entry for the year. The date is displayed
in a 4-digit year format (e.g., 01-Jan-1998) to enhance understandability. Based
on the foregoing, it is not expected that the Company's current products will be
adversely affected by date changes in the Year 2000.

Certain customers of the Company may be running earlier versions of the
Company's products that are not Year 2000 compliant. These earlier software
versions, like the compliant versions, rely on time and dates only as a "time
stamp" for data-logging events, for file dates, for display of elapsed time, and
setting the test duration and do not prohibit function of the equipment. The
Company has made its policy statement regarding its product line available on
the Internet as well as providing written copies at customer request. This
alerts customers to the noncompliance of earlier versions of the ASA 312
software. Of these earlier versions, 3.100 through prior to 3.500 partially
comply, although if allowed to run past 1999 and into January 1, 2000, the date
after power-down will be incorrectly set to 1980. Instructions regarding
correcting this are provided both on the Internet and via customer inquiry. This
leaves only versions lower than 3.100 which are truly non-compliant. The
suggested solution for these products is an upgrade to a more recent, compliant
version of the software at the cost of the Company. The Company has evaluated
the number of customers still operating with these non-compliant versions. Of
these customers, it is estimated that approximately half have already received
the desired upgrades. As of March 26, 1999, the cost to upgrade the remaining
units is estimated to total $36,000 which would not have a material adverse
impact on the Company's business, operating results or financial condition.

With respect to IT systems, the Company has inventoried its internal
software and electronic hardware devices currently in use to determine which of
these devices rely on a valid date in order to function. Of these, certain
operating, accounting, and telephony systems were identified as critical.
Resources required to make these systems Year 2000 compliant were evaluated
based on availability and cost of the related upgrade. In general, the Company
has obtained Year 2000 compliant versions from third party software vendors and
modified these systems. The telephony system still requires such upgrade and the
Company expects to complete this during the third quarter of 1999. Total costs
of such remediation, when complete, are estimated at approximately $21,000.
Non-IT embedded systems, consisting primarily of security systems, the emergency
power generator, HVAC controls and elevators have also been reviewed. These
systems were found to be year 2000 compliant.

The Company also has certain key relationships with suppliers and
subcontractors. We have contacted certain third-party suppliers of key
components or services regarding their Year 2000 readiness. We have received
confirmation of their Year 2000 readiness and/or documentation concerning their
efforts to achieve compliance. We do not anticpate the need to identify
alternative vendors.

15
<PAGE> 18

Risks Associated with Year 2000 and Contingency Plan

Based on information currently available to the Company, the Company
believes that the most reasonably likely worst case Year 2000 scenarios with
respect to the Company relate to the potential failure of third party suppliers,
subcontractors and customers to become Year 2000 compliant. The inability of
suppliers and subcontractors to complete their Year 2000 remediation processes
in a timely fashion could result in delays in introducing new products, reduced
sales of new or existing products and disruptions in any future strategic
relationships. The failure of these entities to become Year 2000 compliant could
in turn have a material and adverse effect on the Company's results of
operations and financial condition. The effect of non-compliance by suppliers,
subcontractors and customers is not reasonably quantifiable.

The Company believes that the purchasing patterns of customers and
potential customers may be affected by Year 2000 issues. Many companies are
expending significant resources to correct or upgrade their current systems for
Year 2000 compliance. These expenditures may result in reduced funds available
to purchase testing products such as those offered by the Company. This could
have a material adverse effect upon the Company's business, operating results
and financial condition.

The Company anticipates that generally throughout the computer industry
substantial litigation may be brought against software vendors of non-compliant
operating environments. The Company believes that any such claims against the
Company, with or without merit, could have a material adverse effect on the
Company's business, operating results and financial condition.

The Company currently does not have any Year 2000 contingency plan. The
most significant aspect of any such plan would involve the ability of the
Company to identify alternative vendors if the need arose. The Company believes
it has that ability.

The Company is not aware of any Year 2000 compliance problems relating to
its current products or its IT or non-IT systems that would have a material
adverse effect on the Company's business, results of operations and financial
condition. However, the Company may discover Year 2000 problems in its products
that will require substantial revisions. In addition, third-party software or
hardware incorporated into the Company's products and material IT and non-IT
systems may need to be revised or replaced, all of which could be time consuming
and expensive. If material Year 2000 problems are discovered, the failure of the
Company to fix its products or fix or replace third-party software, third party
software incorporated into its products and in its IT systems could result in
lost revenues, increased operating costs, the loss of customers and other
business interruptions, any of which could have a material adverse effect on the
Company's business, results of operations and financial conditions.

Expenses Related to Year 2000 Compliance

The total cost of the Year 2000 preparedness effort is funded through
operating cash flows and the Company is expensing these costs. The Company has
not established any specific reserves for these costs. The Company has not
incurred significant expense in becoming Year 2000 compliant as both the
majority of our product software and the infrastructure of our internal systems
were developed after the Year 2000 risks were realized. Future costs related to
Year 2000 compliance are not expected to have a material adverse effect on the
Company's results of operations or financial condition. However, the Company may
experience serious unanticipated negative consequences and/or material costs
caused by undetected errors or defects in the technology used in its internal
systems, which are composed predominantly of third party software and hardware
technology with embedded software, and the Company's own products.

16
<PAGE> 19

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of April 9, 1998, 23 class action complaints (which were subsequently
consolidated into a single action) for violations of the Federal Securities Laws
during certain periods in 1997 and 1998 had been filed in the United States
District Court for the Middle District of Florida, on behalf of purchasers of
the Company's Common Stock. The complaints named as defendants the Company,
Bryan J. Zwan, the Company's then Chairman, Steven H. Grant, the Company's
Executive Vice President, Finance, Chief Financial Officer and Secretary, and
other former corporate officers. The complaints allege that the Company and
certain officers during the relevant time period violated Sections 10(b) and
20(a) of the Securities Exchange Act by, among other things, issuing to the
investing public false and misleading financial statements and press releases
concerning the Company's revenues, income and earnings, which artificially
inflated the price of the Company's Common Stock.

In addition, the Company is aware of a related informal investigation by
the Securities and Exchange Commission, which was commenced in March 1998. The
Company believes that the investigation relates to the circumstances underlying
the restatement of its financial results. The investigation is ongoing. The
Company is unable to predict the outcome of the investigation. There can be no
assurance that such investigation will not have a material adverse effect on the
business, financial condition or results of operations of the Company.

17
<PAGE> 20

things, for dismissal of the action with prejudice, for a $500,000 payment by
the Company to Plaintiff for his attorneys' fees and granted Plaintiff an
option, for 10 years, to purchase for $1 per share 2 million shares of Dr.
Zwan's stock in the Company. Pursuant to that agreement, the action was
dismissed with prejudice on November 13, 1998. The Company recorded a $3.0
million charge to earnings consisting of the cash payment and the valuation of
the options upon settlement.

On April 21, 1999, Plaintiff filed an action in the United States District
Court for the Southern District of Ohio against the Defendants alleging that the
terms of the settlement agreement entered into between the parties had been
breached and requesting that the settlement agreement be specifically enforced
and that damages in excess of $75,000 be awarded, or, alternatively, that the
settlement agreement be set aside. The Company believes that it has fulfilled
its obligations under the settlement agreement and that the claims made by
Plaintiff against the Company in this action are without merit. Accordingly, in
response to this action, the Company filed a motion to dismiss for failure to
state a claim against the Company. However, there can be no assurance that the
Company's motion will be granted, or if the motion is denied, that the Company
will succeed in defending or settling this action. Additionally, there can be no
assurance that the action will not have a material adverse effect on the
Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the annual meeting of stockholders of Digital Lightwave, Inc. on May 14,
1999, the stockholders voted on two proposals. The first was a proposal to elect
Dr. Bryan J. Zwan, Dr. William F. Hamilton, Gerry Chastelet, and William Seifert
as directors of the Company. The following table sets forth the votes in such
election:

<TABLE>
<CAPTION>
VOTES
DIRECTOR VOTES FOR WITHHELD
-------- ---------- --------
<S> <C> <C>
Dr. Bryan J. Zwan........................................... 24,895,008 78,454
Dr. William F. Hamilton..................................... 24,895,008 78,054
William Jefferson Marshall.................................. 24,895,008 78,054
William Seifert............................................. 24,895,008 78,054
</TABLE>

The shareholders also voted on a proposal to ratify the selection of
PricewaterhouseCoopers LLP as the Company's Independent Auditor for the fiscal
year ending December 31, 1999:

<TABLE>
<CAPTION>
NUMBER OF SHARES:
-----------------
<S> <C>
Voted For................................................... 24,898,693
Voted Against............................................... 47,620
Abstentions................................................. 27,149
</TABLE>

ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K

(a) Exhibit

EXHIBIT DESCRIPTION

27.0 -- Financial Data Schedule (for SEC use only).

(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
period covered by this Report.

18
<PAGE> 21

SIGNATURES

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 and on the dates indicated.

Digital Lightwave, Inc.

By: /s/ GERRY CHASTELET
------------------------------------
Gerry Chastelet
Chairman, Chief Executive Officer
and President
(Principal Executive Officer)

Date: August 13, 1999

By: /s/ STEVEN H. GRANT
------------------------------------
Steven H. Grant
Executive Vice President -- Finance,
Chief Financial Officer and
Secretary
(Principal Financial and Accounting
Officer)

Date: August 13, 1999

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,801
<SECURITIES> 0
<RECEIVABLES> 9,502
<ALLOWANCES> 0
<INVENTORY> 4,779
<CURRENT-ASSETS> 19,479
<PP&E> 13,026
<DEPRECIATION> 4,043
<TOTAL-ASSETS> 29,489
<CURRENT-LIABILITIES> 18,289
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> 10,961
<TOTAL-LIABILITY-AND-EQUITY> 29,489
<SALES> 18,841
<TOTAL-REVENUES> 18,841
<CGS> 6,878
<TOTAL-COSTS> 6,878
<OTHER-EXPENSES> 13,604
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 93
<INCOME-PRETAX> (1,567)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,567)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,567)
<EPS-BASIC> (0.06)
<EPS-DILUTED> (0.06)

</TABLE>