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Finisar Corporation Announces Results for Fourth Quarter and Year Ended April 30, 2003

SUNNYVALE, CA--(MARKET WIRE)--Jun 3, 2003 -- Finisar Corporation (NasdaqNM: FNSR), a technology leader in gigabit fiber optic solutions for high-speed data networks, today reported its financial results for its fourth quarter and fiscal year ended April 30, 2003.

Finisar plans to review its fourth quarter results and discuss its outlook for the current fiscal year during its conference call for investors scheduled at 5:00 p.m. EST (2:00 p.m. PST) today. The call will be broadcast live over the Internet on the Investor Relations section of Finisar's web site, located at www.finisar.com. To listen to the webcast, interested investors are encouraged to log onto the broadcast at least 15 minutes prior to the call. Participating in the call will be Jerry Rawls, Finisar's CEO, and Steve Workman, Finisar's CFO.

Total revenues of $39.8 million in the fourth quarter of fiscal 2003 were up 3% on a sequential basis from $38.7 million in the third quarter but down 6% from $42.1 million in the fourth quarter of the prior year. Total revenues from the sale of optical components and subsystems of $33.4 million in the fourth quarter were up 5% on a sequential basis from $31.9 million in the third quarter but down 2% from $34.1 million in the fourth quarter of the prior year. Sales of network test and monitoring tools of $6.4 million in the fourth quarter were down 7% on a sequential basis from $6.8 million in the third quarter and 21% from $8.0 million in the fourth quarter of the prior year.

The Company also reported that cash and short-term investments increased by $8.9 million to $119.4 million as of April 30, 2003, from $110.5 million as of January 31, 2003. The balance at April 30, 2003 does not include an additional $10 million of investments held in escrow to meet interest payment obligations under the Company's outstanding convertible subordinated notes. The increase in cash during the quarter was due primarily to receipt of a tax refund of $8.5 million.

OPERATING RESULTS UNDER GAAP

The Company reported a gross margin of 13.3% during the fourth quarter of fiscal 2003, down 3.5% from 16.8% in the fourth quarter of fiscal 2002. A pretax loss of $26.1 million for the fourth quarter of fiscal 2003 was less than the $51.7 million pretax loss in the fourth quarter of fiscal 2002 principally as a result of the discontinuance of amortization of goodwill and the writedown of certain intangible assets, partially offset by restructuring charges related to the Company's planned closure of its Demeter Technologies subsidiary in the first quarter of fiscal 2004.

The Company recorded a net loss of $26.2 million, or $0.13 per share, for the fourth quarter of fiscal 2003, compared to a net loss of $40.2 million, or $0.22 per share, for the fourth quarter of fiscal 2002. Included in the results for the current quarter was a charge of $7.9 million for the planned closure of facilities at Demeter Technologies including $2.7 million in research and development associated with accelerated depreciation due to the reduction in useful life of certain assets. We expect an additional charge related to the closure of Demeter in the first quarter of fiscal 2004 approximating $7.6 million including $6.2 million associated with the reduction in useful life of certain assets. Of the total restructuring charge of $15.5 million, approximately $11.1 million is related to non-cash charges. Demeter's operations are being transferred to our facility in Fremont, California acquired in the Genoa acquisition that closed in April 2003. Research and development expenses for the fourth quarter include the effect of consolidating the operations of Genoa Corporation for one month in the fourth quarter totaling approximately $0.6 million. The closure of a facility in Hayward, California, announced in the third quarter ended January 31, 2003, was completed during the fourth quarter. The operations from that facility were consolidated with those at the Company's headquarters in Sunnyvale, California.

Including the charge for the cumulative effect of a change in accounting to adopt SFAS 142 totaling $460.6 million, the Company recorded a net loss of $619.8 million, or $3.17 per share for the fiscal year ended April 30, 2003, compared to a net loss of $218.7 million, or $1.21 per share for the fiscal year ended April 30, 2002.

Amortization of acquired developed technology, acquired in-process research and development, amortization of goodwill and purchased intangibles, other acquisition costs and the cumulative effect of a change in accounting related to the adoption of SFAS 142 are merger-related costs associated with the acquisition of Sensors Unlimited, Demeter Technologies, Medusa Technologies, and Shomiti Systems during fiscal 2001, the acquisition of Transwave Fiber and certain assets from AIFOtec, GmbH during fiscal 2002, the acquisition of certain assets from New Focus during the first quarter ended July 31, 2002, and the acquisition of Genoa Corporation in April 2003.

Effective May 1, 2002, we discontinued the amortization of goodwill in accordance with SFAS 142. Amortization of goodwill and other intangible assets reclassified to goodwill was $31.9 million and $125.6 million in the prior year fourth quarter and twelve-month period, respectively.

NON-GAAP FINANCIAL RESULTS

The Company provides non-GAAP financial measures (formerly referred to as "pro forma") to complement its consolidated financial statements presented in accordance with GAAP. These non-GAAP financial measures are intended to supplement the user's overall understanding of the Company's current financial performance and its prospects for the future. Specifically, the Company believes the non-GAAP results provide useful information to both management and investors by identifying certain expenses, gains and losses that, when excluded from the GAAP results, may provide additional understanding of the Company's core operating results or business performance. However, these non-GAAP financial measures are not intended to supercede or replace the Company's GAAP results. A detailed reconciliation of the non-GAAP results to the GAAP results is provided in the "Non-GAAP Condensed Consolidated Statements of Operations" schedules below.

Fourth quarter results reported on a non-GAAP basis exclude a number of non-cash and cash charges related to deferred compensation, acquisitions, inventory obsolescence, a discount associated with the Company's convertible debt offering in October 2001, the loss related to the planned closure of the Company's Demeter Technologies subsidiary during the quarter and the accelerated depreciation on certain assets to be abandoned in that closure, and other restructuring charges.

The Company reported a non-GAAP gross margin of 27.1% in the fourth quarter compared to 22.7% in the third quarter and 24.5% in the fourth quarter of the prior year. The Company reported a non-GAAP pretax loss of $12.4 million in the fourth quarter compared to a pretax loss of $11.6 million in the third quarter and a pretax loss of $16.2 million in the fourth quarter of the prior year. Because the Company does not intend to recognize any further tax benefits until it returns to profitability, the net loss for the fourth quarter totaled $12.5 million, or $0.06 per share, compared to a net loss of $11.6 million, or $0.06 per share, in the preceding third quarter and a net loss of $12.9 million, or $0.07 per share, in the fourth quarter of fiscal 2002.

"I think it's important to step back and take a look at what we have accomplished during the past fiscal year," said Jerry Rawls, Finisar's President and CEO. "In a very difficult economic environment, we just completed a fiscal year which saw revenues increase by 13% to $166 million, the second highest annual revenues in the Company's history. Sales of optical components and subsystems increased by 22% for the year while sales of network test and measurement systems declined 15% in the face of a downturn in IT capital spending. In terms of new products, we have led the industry to the adoption of XFP 10Gb/s optical transceivers. Numerous new system designs are underway incorporating this smaller, cost-effective, power-efficient 10 Gb/s optical transceiver. In the fourth quarter we also began initial shipments of optical transceivers for metropolitan-area DWDM applications. We continue to transition a substantial portion of our optical product lines to newer, higher performance, more cost effective designs. In a similar fashion, our Network Tools group has begun the effort to combine our SAN and LAN testing functions in a single platform with a common user interface. The first of these products, the 10 Gb/s X-Gig BERT, was introduced during the fourth quarter.

"We made progress at the bottom line, but still have work to do," added Rawls. "On a non-GAAP basis, our gross margins for the fiscal year improved slightly to 25.5% from 24.6% in the prior year while our operating loss decreased by $8 million or 14% to $51 million in fiscal 2003 from $59 million in fiscal 2002. If we look at the last two quarters of the fiscal year we can see the initial effects of our restructuring efforts. Our annualized operating loss was $44 million, an improvement of $15 million or 25% over the prior fiscal year. We will be faced with the challenge of operating two laser fabrication plants in parallel for a brief period of time during our upcoming first quarter, as we transfer existing device manufacturing from our facility in El Monte, California, to the newly acquired facilities of Genoa located in Fremont, California. We intend to complete most of this transfer by the end of the first quarter ending July 31, 2003."

"Our cash situation continues to hold up well in the midst of our restructuring efforts," continued Rawls. "Our cash balances have actually increased by $8 million over the last three quarters."

SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACTS OF 1995

The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Finisar's expectations, beliefs, intentions, or strategies regarding the future. All forward-looking statements included in this press release are based upon information available to Finisar as of the date hereof, and Finisar assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. These risks include those associated with the rapidly evolving markets for Finisar's products and uncertainty regarding the development of these markets; Finisar's historical dependence on sales to a limited number of customers and fluctuations in the mix of customers in any period; ongoing new product development and introduction of new and enhanced products; the challenges of rapid growth followed by periods of contraction; intensive competition; and potential problems related to the assimilation and integration of the operations, technologies and products of several recently acquired companies and product lines. Other risks relating to Finisar's business are set forth in Finisar's Annual Report on Form 10-K and other interim reports as filed with the Securities and Exchange Commission.

ABOUT FINISAR

Finisar Corporation (NasdaqNM: FNSR) is a technology leader for fiber optic subsystems and network tools for testing and monitoring network systems. These products enable high-speed data communications for networking and storage applications over Gigabit Ethernet local area networks (LANs), Fibre Channel storage area networks (SANs), and metropolitan area networks (MANs). The Company's headquarters is in Sunnyvale, California, USA. www.finisar.com.

The following non-GAAP financial results for the three months and fiscal year ended April 30, 2003, and April 30, 2002, have been adjusted to exclude non-cash and cash charges related to acquisitions and the writedown in goodwill as a result of adoption of FASB 142, deferred stock compensation, the amortization of acquired developed technology and other intangible assets associated with a number of acquisitions, the sale of assets of the Company's Sensors Unlimited subsidiary, inventory obsolescence, other non-recurring gains and losses, the impairment of certain assets and restructuring costs at the Company's Demeter Technologies subsidiary, the write-off of minority investments, and amortization of the discount on the issuance of convertible debt. A reconciliation of these results to what is reported under GAAP is also included.

Finisar Corporation
                     Consolidated Statement of Operations
                   (In thousands, except per share amounts)

                             Three Months Ended   Twelve Months Ended
                                 April 30,             April 30,
                            -------------------  --------------------
                              2003       2002       2003       2002
                            --------   --------  ---------  ---------
Revenues
  Optical components
   and subsystems           $ 33,427   $ 34,071  $ 136,846  $ 112,333
  Network test and
   monitoring systems          6,358      8,024     29,636     34,932
                            --------   --------  ---------  ---------
    Total revenues            39,785     42,095    166,482    147,265

Cost of revenues              29,948     28,258    130,501    136,626
Amortization of acquired
 developed technology          4,549      6,779     21,983     27,119
                            --------   --------  ---------  ---------
Gross profit (loss)            5,288      7,058     13,998    (16,480)

Operating expenses:
  Research and development    16,948     15,871     60,295     54,372
  Sales and marketing          4,540      5,530     20,232     21,448
  General and administrative   3,501      4,690     15,201     19,419
  Amortization of
   deferred compensation      (1,252)     2,241     (1,719)    11,963
  Acquired in-process
   research and development        -          -          -      2,696
  Amortization of goodwill
   and purchased intangibles     143     34,107        758    129,099
  Impairment of goodwill
   and intangible assets           -          -     10,586          -
  Restructuring costs          5,148          -      9,378          -
  Other acquisition costs         (9)       739        198      3,119
                            --------   --------  ---------  ---------
    Total operating expenses  29,019     63,178    114,929    242,116

Loss from operations         (23,731)   (56,120)  (100,931)  (258,596)
Interest income
 (expense), net               (1,910)    (1,314)    (6,699)       (68)
Other income, net               (449)     5,769    (51,314)     1,360
                            --------   --------  ---------  ---------
Loss before income taxes and
 cumulative effect of an
 accounting change           (26,090)   (51,665)  (158,944)  (257,304)
Provision (benefit)
 for income taxes                107    (11,422)       229    (38,566)
                            --------   --------  ---------  ---------
Loss before cumulative effect
 of an accounting change     (26,197)   (40,243)  (159,173)  (218,738)
Cumulative effect of an
 accounting change
 to adopt SFAS 142                 -          -   (460,580)         -
                            --------   --------  ---------  ---------
Net loss                    $(26,197)  $(40,243) $(619,753) $(218,738)
                            ========   ========  =========  =========
Loss per share before
 cumulative effect of an
 accounting change          $  (0.13)  $  (0.22) $   (0.82) $   (1.21)
                            ========   ========  =========  =========
Cumulative per share effect
 of an accounting change
 to adopt SFAS 142          $      -   $      -  $   (2.35) $       -
                            ========   ========  =========  =========
Loss per share -
 basic and diluted          $  (0.13)  $  (0.22) $   (3.17) $   (1.21)
                            ========   ========  =========  =========
Shares used in
 per-share calculation -
 basic and diluted           200,615    186,792    195,666    181,136



                                 Finisar Corporation
               Non-GAAP Condensed Consolidated Statement of Operations
                     (In thousands, except per share amounts)

                             Three Months Ended    Twelve Months Ended
                                 April 30               April 30
                            -------------------   --------------------
                              2003       2002        2003       2002
                            --------   --------   ---------  ---------
Revenues
  Optical components
   and subsystems           $ 33,427   $ 34,071    $136,846   $112,333
  Network test and
   monitoring systems          6,358      8,024      29,636     34,932
                            --------   --------    --------   --------
    Total revenues            39,785     42,095     166,482    147,265

Cost of revenues              28,996     31,798     124,005    111,012
                            --------   --------    --------   --------

Gross profit                  10,789     10,297      42,477     36,253
                                27.1%      24.5%       25.5%      24.6%
Operating expenses:
  Research and development    14,207     15,871      57,554     54,372
  Sales and marketing          4,540      5,530      20,232     21,448
  General and
    administrative             3,501      4,690      15,201     19,419
                            --------   --------    --------   --------
    Total operating
      expenses                22,248     26,091      92,987     95,239

Loss from operations         (11,459)   (15,794)    (50,510)   (58,986)
Interest income
 (expense), net                 (649)      (129)     (1,916)     2,442
Other income (expense), net     (256)      (294)     (1,178)       561
                            --------   --------    --------   --------
Loss before income taxes     (12,364)   (16,217)    (53,604)   (55,983)
Provision (benefit)
  for income taxes               107     (3,336)        229    (15,900)
                            --------   --------    --------   --------

Net loss                   $ (12,471)  $(12,881)   $(53,833)  $(40,083)
                           =========   ========    ========   ========
Net loss per share
  - basic and diluted      $   (0.06)  $  (0.07)   $  (0.28)  $  (0.22)
                           =========   ========    ========   ========

Shares used in per-share
  calculation-basic
   and diluted               200,615    186,792     195,666    181,136


The above pro forma results
exclude the following items
which are included in the
company's operating results
when presented in accordance
with generally accepted
accounting principles (GAAP):
  Inventory write off net
    of sales of inventory
      previously written
        off                 $    952   $ (3,540)  $   6,496  $  25,614
  Amortization of acquired
    developed technology       4,549      6,779      21,983     27,119
  Amortization of deferred
    compensation              (1,252)     2,241      (1,719)    11,963
  Acquired in-process
    research and
      development                  -          -           -      2,696
  Amortization of goodwill
    and purchased
      intangibles                143     34,107         758    129,099
  Impairment of goodwill
    and intangible assets          -          -      10,586          -
  Restructuring charges            -          -       4,230          -
  Other acquisition costs         (9)       739         198      3,119
  Loss on sale or shut-down
    of product lines               -     (6,063)        533       (799)
  Minority investment
    write off                    193          -      12,764          -
  Amortization of discount
    on convertible notes       1,261      1,185       4,783      2,510
  Cost from Sale of Sensors        -          -      36,839          -
  Closure of Demeter           7,889          -       7,889          -
  Change in (provision)
    benefit for income
      taxes                        -     (8,086)          -    (22,666)
  Cumulative effect of an
    accounting change to
      adopt SFAS 142               -          -     460,580          -
                            --------   --------   ---------  ---------
GAAP net loss               $(26,197)  $(40,243)  $(619,753) $(218,738)
                            ========   ========   =========  =========



                       Finisar Corporation
                   Consolidated Balance Sheet
                        (In thousands)

                                           April 30         April 30,
                                              2003            2002
                                          ----------      ----------
  ASSETS
    Cash and cash equivalents             $   40,918      $   75,889
    Short-term investments                    78,520          68,208
    Restricted investments                     6,737           6,560
    Accounts receivable, trade (net)          23,390          28,962
    Accounts receivable, other                 5,362          11,616
    Inventories                               36,470          59,913
    Income tax receivable                          -           7,504
    Prepaid expenses                           2,341           2,365
    Deferred income taxes                      3,324          16,996
                                          ----------      ----------
      Total current assets                   197,062         278,013
    Property, plant, equipment
     and improvements, net                   112,125         125,025
    Restricted investments, long-term          3,307           9,503
    Purchased intangibles, net                52,910         102,380
    Goodwill, net                             19,838         476,580
    Other assets                              38,364          49,780
                                          ----------      ----------
    Total assets                          $  423,606      $1,041,281
                                          ==========      ==========

  LIABILITIES AND STOCKHOLDERS' EQUITY
    Accounts payable                      $   22,872      $   34,027
    Accrued compensation                       4,449           7,404
    Other accrued liabilities                  8,474           5,887
    Income tax payable                           536               -
    Current portion of other long-term
     liabilities                               1,384               -
    Non-cancelable purchase obligations        9,380           7,731
    Capital lease obligations                      -             361
                                          ----------      ----------
      Total current liabilities               47,095          55,410
    Deferred income taxes                      3,324          16,996
    Convertible notes                         94,023          89,239
    Other long-term liabilities                4,184             634

    Common stock                                 207             192
    Additional paid-in capital             1,219,424       1,209,305
    Notes receivable from stockholders        (1,077)         (1,488)
    Deferred stock compensation               (1,045)         (6,181)
    Accumulated other comprehensive
     income                                      841             791
    Accumulated deficit                     (943,370)       (323,617)
                                          ----------      ----------
      Total stockholders' equity             274,980         879,002
                                          ----------      ----------
    Total liabilities and
     stockholders' equity                 $  423,606      $1,041,281
                                          ==========      ==========


Contact:
     Contact: Steve Workman
     Title: VP Finance, Chief Financial Officer
     Voice: 408-548-1000
     
     Contact: Shelby Palmer
     Title: Investor Relations
     Voice: 408-542-5050
     Email: investor.relations@finisar.com

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