Delaware		94-3038428
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1308 Moffett Park Drive Sunnyvale, California		94089
(Address of principal executive offices)		(Zip Code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

At September 9, 2002 there were 201,550,985 shares of the registrant's common stock, $.001 par value, issued and outstanding.

			Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of July 31, 2002 and April 30, 2002		3
	Condensed Consolidated Statements of Operations for the three months ended July 31, 2002 and July 31, 2001		4
	Condensed Consolidated Statements of Cash Flows for the three months ended July 31, 2002 and July 31, 2001		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosure About Market Risk		36
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		37
Item 2.	Changes in Securities and Use of Proceeds		37
Item 6.	Exhibits and Reports on Form 8-K		37
Signatures		38

FINISAR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

FINISAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)

FINISAR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

FINISAR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Finisar Corporation was incorporated in the state of California on April 17, 1987. In November 1999, Finisar Corporation reincorporated in the state of Delaware.

Finisar Corporation designs, manufactures, and markets fiber optic components and subsystems and network test and monitoring systems for high-speed data communications.

The accompanying unaudited condensed consolidated financial statements as of July 31, 2002, and for the three months ended July 31, 2002 and 2001, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission, and include the accounts of Finisar Corporation and its wholly-owned subsidiaries (collectively, "Finisar" or the "Company"). Intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial position at July 31, 2002 and the operating results and cash flows for the three months ended July 31, 2002 and 2001. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes for the fiscal year ended April 30, 2002.

The balance sheet at April 30, 2002 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

The Company maintains its financial records on the basis of a fiscal year ending on April 30, with fiscal quarters ending on the Sunday closest to the end of the period (thirteen-week periods). For ease of reference, all references to period end dates have been presented as though the period ended on the last day of the calendar month. The first three quarters of fiscal 2002 ended on July 29, 2001, October 28, 2001 and January 27, 2002, respectively, and the first three quarters of fiscal 2003 end on July 28, 2002, October 27, 2002 and January 26, 2003, respectively.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

The Company follows SEC Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." Specifically, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Allowances for estimated returns and warranty expenses are also estimated and provided for at the time revenue is recognized.

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131") establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. SFAS 131 also establishes standards for related disclosures about products and services, geographic areas, and major customers. The Company has determined that it operates in two segments consisting of optical components and subsystems, and network test and monitoring systems.

Financial instruments which potentially subject Finisar to concentrations of credit risk include cash, cash equivalents, short-term and restricted investments and accounts receivable. Finisar places its cash, cash equivalents and short-term and restricted investments with high-credit quality financial institutions. Such investments are generally in excess of FDIC insurance limits. Concentrations of credit risk, with respect to accounts receivable, exist to the extent of amounts presented in the financial statements. Two customers represented 15.5% and 12.5% of the total accounts receivable at April 30, 2002, and one customer represented 11.5% of the total accounts receivable at July 31, 2002. In many instances, the Company sells to contract manufacturers for the ultimate end customer equipment supplier. Generally, Finisar does not require collateral or other security to support customer receivables. Finisar performs periodic credit evaluations of its customers and maintains an allowance for potential credit losses based on historical experience and other information available to management. Losses to date have been within management's expectations.

Finisar sells products primarily to customers located in North America. During the three months ended July 31, 2001, revenues from one customer represented 18.4% of net revenues. During the three months ended July 31, 2002, revenues from one customer represented 10.1% of net revenues. No other customer accounted for more than 10% of revenues in either period.

Finisar's cash equivalents consist of money market funds and highly liquid short-term investments with qualified financial institutions. Finisar considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents.

Short-term investments consist of interest bearing securities with maturities greater than 90 days and an equity security. Pursuant to Statement of Financial Accounting Standard No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115") the Company has classified its short-term investments as available-for-sale. Available-for-sale securities are stated at market value and unrealized holding gains and losses, net of the related tax effect, are excluded from earnings and are reported as a separate component of stockholders' equity until realized. A decline in the market value of the security below cost that is deemed other than temporary is charged to earnings, resulting in the establishment of a new cost basis for the security. At July 31, 2002, the Company's short term investments consisted of highly liquid investments in both taxable and tax free municipal, government agency and corporate obligations with various maturity dates through May 2005, and an equity security. The difference between market value and amortized cost of these securities at July 31, 2002 was a loss of approximately $101,000, and at April 30, 2002 was a gain of approximately $791,000.

Restricted investments consist of interest bearing securities with maturities greater than 90 days and held in escrow under the terms of the Company's convertible subordinated notes. In accordance with SFAS 115, the Company has classified its restricted investments as held-to-maturity which are stated at amortized cost.

The Company uses the cost method of accounting for investments in companies that do not have a readily determinable fair value in which it holds an interest of less than 20% and over which it does not have the ability to exercise significant influence. For entities in which the Company holds an interest of greater than 20% or in which the Company does have the ability to exercise significant influence, the Company uses the equity method. The Company recorded losses of $185,000 for the first quarter of fiscal 2003 for investments accounted for on the equity method. No investments were accounted for on the equity method in the three months ended July 31, 2001.

Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market.

The Company permanently writes off 100% of the cost of inventory that the Company specifically identifies and considers obsolete or excessive to fulfill future sales estimates. The Company defines obsolete inventory as inventory that will no longer be used in the manufacturing process. Excess inventory is generally defined as inventory in excess of projected usage, and is determined using management's best estimate of future demand at the time, based upon information then available to the Company. The Company uses a twelve-month demand forecast and, in addition to the demand forecast, the Company also considers: (1) parts and subassemblies that can be used in alternative finished products, (2) parts and subassemblies that are unlikely to be engineered out of the Company's products, and (3) known design changes which would reduce the Company's ability to use the inventory as planned.

Property, plant, equipment and improvements are stated at cost, net of accumulated depreciation and amortization. Property, plant, equipment and improvements are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years to seven years, except property which is 40 years. Land is carried at acquisition cost and is not depreciated. Leased land is depreciated over the life of the lease. The cost of equipment under capital leases is recorded at the lower of the present value of the minimum lease payments or the fair value of the asset and is amortized over the shorter of the term of the related lease or the estimated useful life of the asset.

Goodwill and other intangible assets result from acquisitions accounted for under the purchase method. Amortization of goodwill and other intangibles has been provided on a straight-line basis over periods ranging from three to five years. The amortization of goodwill ceased with the adoption of SFAS 142 beginning in the first quarter of fiscal 2003 (see "Effect of New Accounting Standards").

The Company periodically evaluates whether changes have occurred that would require revision of the remaining estimated useful life of the property, plant, equipment, improvements and finite lived intangible assets or render them not recoverable. If such circumstances arise, the Company uses an estimate of the discounted value of expected future operating cash flows to determine whether the long-lived assets are impaired.

Finisar accounts for employee stock option grants in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB Opinion No. 25") and has adopted

the disclosure-only alternative of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). The Company accounts for stock issued to non-employees in accordance with provisions of SFAS No. 123 and Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity Investments That Are Issued to Other Than Employees for Acquiring, or in Conjunctions with Selling Goods, or Services."

Basic net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share has been computed using the weighted-average number of shares of common stock and dilutive potential common shares from options and warrants (under the treasury stock method), convertible redeemable preferred stock (on an as-if-converted basis) and convertible notes (on an as-if-converted basis) outstanding during the period.

Financial Accounting Standards Board Statement of Financial Accounting Standard No. 130, "Reporting Comprehensive Income" ("SFAS 130") establishes rules for reporting and display of comprehensive income and its components. SFAS 130 requires unrealized gains or losses on the Company's available-for-sale securities and foreign currency translation adjustments to be included in comprehensive income. The amount of the change in net unrealized gain on available-for-sale securities in the first three months of fiscal 2003 and 2002 was $892,000 and $3,116,000, respectively. The amount of foreign currency translation adjustments incurred in the first three months of fiscal 2003 and 2002 were gains of approximately $359,000 and $0, respectively.

In June 2001, the FASB issued SFAS 141 "Business Combinations" and SFAS 142 "Goodwill and Other Intangible Assets." SFAS 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting. SFAS 141 also included guidance on the initial recognition and measurement of goodwill and other intangible assets arising from business combinations completed after June 30, 2001. SFAS 142 prohibits the amortization of goodwill and intangible assets with indefinite useful lives. SFAS 142 requires that these assets be reviewed for impairment at least annually. Intangible assets with finite lives will continue to be amortized over their estimated useful lives.

SFAS 142 identifies a two-step impairment analysis at the reporting unit level. The initial step requires the Company to determine the fair value of each reporting unit and compare it to the carrying value, including goodwill, of such unit. If the fair value of the reporting unit exceeds the carrying value, no impairment loss is recognized. However, if the carrying value of the reporting unit exceeds its fair value, the goodwill of this unit may be impaired. The amount, if any, of the impairment would then be measured in the second step.

The Company adopted SFAS 142 on May 1, 2002, and the Company performed the required transitional impairment testing as of the same date and recognized a transitional impairment loss of $460.6 million as a cumulative effect of an accounting change during the quarter ended July 31, 2002. See Note 8 for additional information regarding the impact to the Company's financial statements as a result of the adoption of SFAS 142.

In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-lived Assets." SFAS 144, which supercedes SFAS 121, establishes a single accounting model, based on the framework established in SFAS 121, for long-lived assets to be disposed of by sale. The Company adopted SFAS 144 on July 1, 2002. Initial adoption of this statement did not have a significant impact on the Company's financial condition or operating results.

In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146 "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS 146), effective for exit or disposal activities that are initiated after December 31, 2002. Under SFAS 146, a liability for the cost associated with an exit or disposal activity is recognized when the liability is incurred. Under prior guidance, a liability for

such costs could be recognized at the date of commitment to an exit plan. The effect of the adoption of SFAS 146 is dependent on the Company's related activities subsequent to the date of adoption.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share amounts):

			Three Months Ended July 31,
			2002			2001
Numerator:
	Net loss before cumulative effect of an accounting change		$	(36,925	)	$	(69,287	)
	Cumulative effect of an accounting change to adopt SFAS 142			(460,580	)		—

	Net loss		$	(497,505	)	$	(69,287	)

Denominator for basic and diluted net loss per share:
	Weighted average shares outstanding
		—total		196,861			188,272
		—subject to repurchase		(3,695	)		(6,669	)
		—performance stock		(3,742	)		(6,718	)

Denominator for basic and diluted net loss per share				189,424			174,885

	Loss per share before cumulative effect of an accounting change		$	(0.19	)	$	(0.40	)
	Cumulative effect of an accounting change to adopt SFAS 142			(2.44	)		—

Loss per share—basic and diluted			$	(2.63	)	$	(0.40	)

Common stock equivalents related to potentially dilutive securities excluded from computation above because they are anti-dilutive:
	Employee stock options			22,520			6,084
	Stock subject to repurchase			3,695			6,669
	Series A preferred stock			—			2,774
	Convertible debt, long-term			22,645			—
	Warrants			10			10
	Convertible note			3,153			—

				52,023			15,537

In the first quarter of fiscal 2002, the Company recorded a charge to cost of revenues of $29.2 million for excess and obsolete inventory, including $3.7 million for non-cancelable purchase orders. In the first quarter of fiscal 2003, the Company recorded a charge of $5.6 million for excess and obsolete inventory, including $800,000 for non-cancelable purchase orders. During the first quarter of fiscal 2003, the Company sold inventory components that were previously written-off with an original cost of approximately $2.7 million. As a result, cost of revenue associated with the sale of this inventory was zero.

The selling price of the finished goods that included these components was similar to the selling price of products that did not include components that were written off. These items were subsequently

used and sold because customers unexpectedly ordered products in excess of the Company's estimate when the inventory was originally written off.

In partial consideration for the purchase of certain assets from New Focus, Inc. for a total value of $12.1 million in May 2002, the Company delivered to New Focus a non-interest bearing convertible promissory note in the principal amount of $6.75 million which was convertible into shares of the Company's common stock. On August 9, 2002, the note was converted into 4,027,446 shares of common stock. The remaining consideration, totaling $5.4 million, represents a minimum commitment with respect to royalty payments to be paid during the three years following the date of acquisition. Because such payments are not fixed in time, they were not discounted as otherwise required under Accounting Principles Board Opinion No. 21.

	July 31, 2002			April 30, 2002
Land	$	18,786		$	18,786
Buildings		21,203			21,169
Computer equipment		21,712			19,674
Office equipment, furniture and fixtures		3,281			3,209
Machinery and equipment		69,499			61,899
Leasehold improvements		11,004			7,480
Construction in process		8,121			15,058

		153,606			147,275
Accumulated depreciation and amortization		(26,608	)		(22,250	)

Property plant, equipment and improvements, net	$	126,998		$	125,025

The provision for income taxes increased from a benefit of $19.0 million in the quarter ended July 31, 2001 to an expense of $61,000 in the quarter ended July 31, 2002, primarily reflecting the prior year's net operating loss that was either available to be carried back to claim previously paid taxes or was available to offset deferred tax liabilities.

The Company has established a valuation allowance for a portion of the gross deferred tax assets. In part, the valuation allowance at July 31, 2002 reduced net deferred tax assets by amounts related to stock option deductions that are not currently realizable. A portion of the valuation allowance will be credited to paid-in capital when realized. The remaining portion of valuation allowance, when realized, will first reduce unamortized goodwill, then other non-current intangible assets of acquired subsidiaries and then income tax expense. There can be no assurance that deferred tax assets subject to the valuation allowance will be realized.

Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Because the Company's deferred tax assets equal deferred tax liabilities as of July 31, 2002, the Company will not record any additional tax benefit against future operating losses.

In connection with the grant of certain stock options to employees, Finisar recorded deferred stock compensation of $15.4 million prior to the Company's initial public offering, representing the difference between the deemed value of the Company's common stock for accounting purposes and the option exercise price of these options at the date of grant. During fiscal 2001 and fiscal 2002, the Company recorded additional deferred compensation of $21.2 million and $1.1 million (net of reversals of $1.3 million related to termination of employees), respectively, related to the assumptions of stock

options associated with companies acquired during the periods. Deferred stock compensation is presented as a reduction of stockholders' equity, with graded amortization recorded over the five year vesting period. The amortization expense relates to options awarded to employees in all operating expense categories. The following table summarizes the amount of deferred stock compensation expense which Finisar has recorded and the amortization it has recorded and expects to record in future periods in connection with grants of certain stock options to employees during fiscal 1999 and 2000 and the assumption of stock options associated with companies acquired during fiscal 2001 and fiscal 2002. Amounts to be recorded in future periods could decrease if options for which accrued but unvested compensation has been recorded are forfeited and could increase if the Company modifies the terms of an option grant resulting in a new measurement date (in thousands):

		Deferred Stock Compensation Generated			Amortization Expense
Fiscal year ended April 30, 1999		$	2,403		$	428
Fiscal year ended April 30, 2000			12,959			5,530
Fiscal year ended April 30, 2001			21,217			13,542
Fiscal year ended April 30, 2002			1,065			11,963
Fiscal quarter ended July 31, 2002(unaudited)			(310	)		1,381
Fiscal quarter ending October 31, 2002(unaudited)			—			1,015
Fiscal quarter ending January 31, 2003(unaudited)			—			858
Fiscal quarter ending April 30, 2003(unaudited)			—			728
Fiscal year ending April 30, 2004 (unaudited)			—			1,551
Fiscal year ending April 30, 2005(unaudited)			—			336

	Total	$	37,333		$	37,333

In accordance with the adoption of SFAS 142, the Company has performed the required two-step impairment tests of goodwill and indefinite-lived intangible assets as of May 1, 2002. In the first step of the analysis, the Company's assets and liabilities, including existing goodwill and other intangible assets, were assigned to its identified reporting units to determine their carrying value. For this purpose, the reporting units were determined to be the two business segments. After comparing the carrying value of each reporting unit to its fair value, it was determined that goodwill recorded by both reporting units was impaired. After the second step of comparing the implied fair value of the goodwill to its carrying value, the Company recognized a transitional impairment loss of $460.6 million in the first quarter of fiscal 2003. Of this impairment loss, $406.4 million is related to optical components and subsystems and $54.2 million is related to network test and monitoring systems. This loss was recognized as the cumulative effect of an accounting change. The impairment loss had no income tax effect.

The fair value of the reporting units was determined using the income approach. The income approach focuses on the income-producing capability of an asset, measuring the current value of the asset by calculating the present value of its future economic benefits such as cash earnings, cost savings, tax deductions, and proceeds from disposition. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for the use of funds, the expected rate of inflation, and risks associated with the particular investment. The optical components and subsystems calculation assumed an accelerating rate of growth through fiscal 2006 (compounded growth rate of 32 percent) followed by a period of slowing growth through fiscal 2010 (compound growth rate of 27 percent). The same calculation for network test and monitoring systems assumed a compound annual growth rate in revenues of approximately 10 percent. Both calculations assumed a weighted average discount rate of 18 percent.

In future years, a reduction of the estimated fair values associated with certain of the Company's reporting units could result in a further impairment loss associated with various intangible assets. Also, the Company is contingently obligated to pay additional stock consideration related to the acquisition of Sensors Unlimited and Transwave Fibre, subject to the satisfaction of certain conditions. Should such consideration become payable, any resulting goodwill will become subject to impairment testing at the time the goodwill is recorded.

As required by SFAS 142, intangible assets that did not meet the criteria for recognition apart from goodwill were reclassified. The Company reclassified $6.1 million of net assembled workforce and customer base to goodwill as of April 30, 2002.

The following financial information reflects consolidated results adjusted as though the accounting for goodwill and other intangible assets was consistent in all comparable periods presented (in thousands, except per share data):

	Three Months Ended July 31,
	2002			2001
Reported loss before cumulative effect of an accounting change	$	(36,925	)	$	(69,287	)
Add back goodwill (including assembled workforce and customer base) amortization, net of tax		—			30,493

Adjusted loss before cumulative effect of an accounting change	$	(36,925	)	$	(38,794	)
Cumulative effect of an accounting change		(460,580	)		—

Adjusted net loss	$	(497,505	)	$	(38,794	)

Adjusted basic net loss per share:
Reported basic loss per share before cumulative effect of an accounting change	$	(0.19	)	$	(0.40	)
Add back goodwill (including assembled workforce and customer base) amortization, net of tax		—			0.18

Adjusted basic loss per share before cumulative effect of an accounting change		(0.19	)		(0.22	)
Cumulative effect of an accounting change		(2.44	)		—

Adjusted basic and diluted net loss per share	$	(2.63	)	$	(0.22	)

The following financial information reflects consolidated results adjusted as though the accounting for goodwill and other intangible assets was consistent in all comparable annual periods presented (in thousands, except per share data):

The following table reflects the changes in the carrying amount of goodwill (including assembled workforce and customer base) by reporting unit (in thousands).

		Optical Components & Subsystems			Network Test and Monitoring Systems			Consolidated Total
Balance at April 30, 2002		$	403,708		$	66,788		$	470,496
Transfer to goodwill
	—Workforce		1,547			1,185			2,732
	—Customer base		1,102			2,250			3,352

Adjusted balance at April 30, 2002			406,357			70,223			476,580
Addition related to achievement of milestones			485			—			485
Transitional impairment loss			(406,357	)		(54,223	)		(460,580	)
Impairment loss			(485	)		—			(485	)

Balance at July 31, 2002		$	—		$	16,000		$	16,000

On May 3, 2002, the Company recorded additional goodwill in the optical components and subsystems reporting unit of $485,000 as a result of achievement of certain milestones specified in the Transwave acquisition agreement. The Company recorded an impairment loss of $485,000 in the three months ended July 31, 2002 for this additional consideration.

The following table reflects intangible assets subject to amortization as of April 30, 2002 and July 31, 2002:

	April 30, 2002 (1)
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Purchased technology	$	135,656	$	(38,018	)	$	97,638
Trade name		6,589		(1,847	)		4,742

Totals	$	142,245	$	(39,865	)	$	102,380

The amortization expense on these intangible assets for the three months ended July 31, 2002 was $7.7 million. Estimated amortization expense for each of the six fiscal years ending April 30, is as follows (dollars in thousands):

Year	Amount
2003	$	31,183
2004		31,279
2005		31,279
2006		18,161
2007		1,048
2008		58

The Company views its business as having two principal operating segments consisting of optical components and subsystems, and network test and monitoring systems. Optical subsystems consist primarily of transmitters, receivers and transceivers sold to manufacturers of storage and networking equipment for storage area networks (SANs) and local area networks (LANs), multiplexers, demultiplexers, optical add/drop modules and transceiver products designed for use in metropolitan access networks (MANs) applications, and digital return path products for cable television (CATV) networks. The Company also sells a number of optical components manufactured by the Company and used in its optical subsystems to other equipment manufacturers. These components include photodetectors and positive intrinsic negative (PIN) receivers, lasers and passive components for wavelength division multiplexing (WDM) applications. Network test and monitoring systems include products designed to test the reliability and performance of equipment primarily for Fibre Channel and Gigabit Ethernet and the Infiniband protocols. These test and monitoring systems are sold to both manufacturers and end-users of the equipment.

During the quarter ended July 31, 2002, the operating segments and corporate sales reported to the President and Chief Executive Officer. Where appropriate, the Company charges specific costs to these segments where they can be identified and allocates certain manufacturing costs, research and development, sales and marketing and general and administrative costs to these operating segments, primarily on the basis of manpower levels or a percentage of sales. The Company does not allocate income taxes, non-operating income, acquisition related costs or specifically identifiable assets to its operating segments.

Information about reportable segments sales, operating loss and geographic coverage are as follows (in thousands):

		Three Months Ended July 31,
		2002			2001
Revenues:
	Optical components and subsystems	$	39,277		$	25,357
	Network test and monitoring systems		7,770			8,858

	Total revenues	$	47,047		$	34,215

Operating loss:
	Optical components and subsystems	$	(13,961	)	$	(41,911	)
	Network test and monitoring systems		(1,437	)		(1,927	)

	Operating loss		(15,398	)		(43,838	)
Unallocated amounts:
	Amortization of acquired developed technology		(7,395	)		(6,780	)
	Amortization of deferred stock compensation		(1,381	)		(4,068	)
	Acquired in-process research and development		—			(2,696	)
	Amortization of goodwill and other purchased intangibles		(329	)		(30,822	)
	Impairment of goodwill		(485	)		—
	Other acquisition costs		(197	)		(1,839	)
	Interest income (expense), net		(1,341	)		1,294
	Other income (expense), net		(10,338	)		462

Loss before income tax and cumulative effect of an accounting change		$	(36,864	)	$	(88,287	)

Geographic coverage of revenue:
	United States	$	36,780		$	26,876
	Canada		398			745
	Rest of the world		9,868			6,594

		$	47,047		$	34,215

Revenues generated in the U.S. and Canada (collectively, North America) are all to customers located in those geographic regions.

On August 9, 2002, a convertible promissory note in the principal amount of $6,750,000 payable to New Focus, Inc. was converted into 4,027,446 shares of the Company's common stock in accordance with the terms of the asset purchase agreement between New Focus, Inc. and the Company. See Note 4.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ substantially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "—Risk Factors That Could Affect Our Future Performance". The following discussion should be read together with our financial statements and related notes thereto included elsewhere in this document.

We are a leading provider of fiber optic subsystems and network test and monitoring systems which enable high-speed data communications over local area networks, or LANs, storage area networks, or SANs, and metropolitan access networks, or MANs. We are focused on the application of digital fiber optics to provide a broad line of high-performance, reliable, value-added optical subsystems for data networking and storage equipment manufacturers. Our line of optical components and subsystems supports a wide range of network applications, transmission speeds, distances and physical mediums. We also provide network performance test and monitoring systems, which assist networking and storage equipment manufacturers in the efficient design of reliable, high-speed networking systems and the testing and monitoring of the performance of these systems.

We were incorporated in 1987 and funded our initial product development efforts largely through revenues derived under research and development contracts. After shipping our first products in 1991, we continued to finance our operations principally through internal cash flow and periodic bank borrowings until November 1998. At that time we raised $5.6 million of net proceeds from the sale of equity securities and bank borrowings to fund the continued growth and development of our business. In November 1999, we received net proceeds of $151.0 million from the initial public offering of shares of our common stock, and in April 2000 we received $190.6 million from an additional public offering of shares of our common stock. In October 2001, we sold $125 million aggregate principal amount of 5¹/4% convertible subordinated notes due October 15, 2008.

Since October 2000, we have acquired five privately-held companies and certain assets from two other companies in order to gain access to new technologies which can be used in conjunction with our existing core competencies to develop new and innovative products. During the fiscal year ended April 30, 2001, we acquired Sensors Unlimited, Inc., Demeter Technologies, Inc., Medusa Technologies, Inc., and Shomiti Systems, Inc. During our fiscal year ended April 30, 2002, we acquired Transwave Fiber, Inc. and certain assets, including equipment and intellectual property, of AIFOtec GmbH in Germany. In May 2002, we acquired certain assets, including equipment, inventory and intellectual property, from New Focus, Inc., related to the New Focus passive optical components business. These acquisitions have broadened our product offerings and provided us access to advanced optical component technologies that we believe will enable us to develop more integrated subsystems and accelerate the product development cycle.

To date, our revenues have been principally derived from sales of our optical subsystems and network performance test systems to networking and storage systems manufacturers. A large proportion of our sales are concentrated with a relatively small number of customers. Although we are attempting to expand our customer base, we expect that significant customer concentration will continue for the foreseeable future.

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

We sell our products through our direct sales force, with the support of our manufacturers' representatives, directly to domestic customers and indirectly through distribution channels to international customers. The evaluation and qualification cycle prior to the initial sale for our optical

subsystems may span a year or more, while the sales cycle for our test and monitoring systems is usually considerably shorter.

The market for optical components and subsystems is characterized by declining average selling prices resulting from factors such as increased competition, the introduction of new products and the growth in unit volumes as manufacturers continue to deploy network and storage systems. We anticipate that our average selling prices will continue to decrease in future periods, although the timing and amount of these decreases cannot be predicted with any certainty.

Our cost of revenues consists of materials, salaries and related expenses for manufacturing personnel, manufacturing overhead, warranty expense, inventory adjustments for obsolete and excess inventory and the amortization of acquired developed technology associated with acquisitions that we have made. Historically, we have outsourced the majority of our assembly operations. However, in fiscal 2002, we commenced manufacturing of our optical subsystem products at our subsidiary in Ipoh, Malaysia. We conduct manufacturing engineering, supply chain management, quality assurance and documentation control at our facility in Sunnyvale, California and at our subsidiaries' facilities located in Princeton, New Jersey, El Monte, California, and Ipoh, Malaysia. With the transition of most of our production to our facility in Malaysia and the added manufacturing infrastructure associated with several acquisitions completed during the past two years, our cost structure has become more fixed, making it more difficult to reduce costs during periods when demand for our products is weak. There can be no assurance that we will be able to reduce our cost of revenues during periods of weak demand or to keep pace with anticipated decreases in average selling prices.

Our gross profit margins vary among our product families, and are generally higher on our network test and monitoring systems than on our optical components and subsystems. Our gross margins are generally lower for newly introduced products and improve as unit volumes increase. Our overall gross margins have fluctuated from period to period as a result of shifts in product mix, the introduction of new products, decreases in average selling prices for older products and our ability to reduce product costs.

Research and development expenses consist primarily of salaries and related expenses for design engineers and other technical personnel, the cost of developing prototypes and fees paid to consultants. We charge all research and development expenses to operations as incurred. We believe that continued investment in research and development is critical to our long-term success.

Sales and marketing expenses consist primarily of commissions paid to manufacturers' representatives, salaries and related expenses for personnel engaged in sales, marketing and field support activities and other costs associated with the promotion of our products.

General and administrative expenses consist primarily of salaries and related expenses for administrative, finance and human resources personnel, professional fees, and other corporate expenses.

Acquired in-process research and development represents the amount of the purchase price in a business combination allocated to research and development projects underway at the acquired company that had not reached the technologically feasible stage as of the closing of the acquisition and for which we had no alternative future use.

A portion of the purchase price in a business combination is allocated to goodwill and intangibles. Prior to May 1, 2002 goodwill and purchased intangibles were amortized to expense over their estimated useful lives. Subsequent to May 1, 2002, goodwill and intangibles assets with indefinite lives will no longer be amortized but rather will be subject to an annual impairment test.

In connection with the grant of stock options to employees between August 1, 1998 and October 15, 1999, we recorded deferred stock compensation representing the difference between the deemed value of our common stock for accounting purposes and the exercise price of these options at

the date of grant. In connection with the assumption of stock options previously granted to employees of companies we acquired, we recorded deferred compensation representing the difference between the fair market value of our common stock on the date of closing of each acquisition and the exercise price of options granted by those companies which we assumed. Deferred stock compensation is presented as a reduction of stockholder's equity, with accelerated amortization recorded over the vesting period, which is typically three to five years. The amount of deferred stock compensation expense to be recorded in future periods could decrease if options for which accrued but unvested compensation has been recorded are forfeited prior to vesting.

Other acquisition costs primarily consist of incentive payments for employee retention included in certain of the purchase agreements of companies we acquired and costs incurred in connection with transactions that were not completed.

Other non-operating income and expenses generally consist of bank fees, gains or losses as a result of the sale of assets and other than temporary decline in the value of investments.

The following table sets forth certain statement of operations data as a percentage of revenues for the periods indicated:

		Three Months Ended July 31,
		2002		2001
Revenues		100.0	%	100.0	%
Cost of revenues		78.5		161.2
Amortization of acquired developed technology		15.7		19.8

Gross profit (loss)		5.8		(81.0	)
Operating expenses:
	Research and development	33.0		36.2
	Sales and marketing	13.1		14.3
	General and administrative	8.2		16.4
	Amortization of deferred stock compensation	2.9		11.9
	Acquired in-process research and development	—		7.9
	Amortization of goodwill and other purchased intangibles	0.7		90.1
	Impairment of goodwill	1.0		—
	Other acquisition costs	0.4		5.4

	Total operating expenses	59.3		182.2

Loss from operations		(53.5	)	(263.2	)
Interest income, net		(2.9	)	3.8
Other income (expense), net		(22.0	)	1.4

Loss before income taxes and cumulative effect of an accounting change		(78.4	)	(258.0	)
Provision for (benefit from) income taxes		0.1		(55.5	)

Loss before cumulative effect of an accounting change		(78.5	)	(202.5	)

Revenues. Revenues increased 37.5% from $34.2 million in the quarter ended July 31, 2001 to $47.0 million in the quarter ended July 31, 2002. This increase reflects a 54.9% increase in sales of optical components and subsystems, from $25.3 million in the quarter ended July 31, 2001 to $39.3 million in the quarter ended July 31, 2002, partially offset by a 12.3% decrease in sales of

network test and monitoring systems, from $8.9 million in the quarter ended July 31, 2001 to $7.8 million in the quarter ended July 31, 2002.

Sales of optical components and subsystems represented 83.5% and 74.1%, respectively, of total revenues in the quarters ended July 31, 2002, and July 31, 2001. Sales of network test and monitoring systems represented 16.5% and 25.9%, respectively, of total revenues in the same periods.

One customer accounted for 10.1% of total revenues in the quarter ended July 31, 2002 and one customer accounted for 18.4% of the total revenues in the quarter ended July 31, 2001. No other customers accounted for more than 10% of total revenues in either period.

Gross Profit. Gross profit increased from a loss of $27.7 million in the quarter ended July 31, 2000 to a profit of $2.7 million in the quarter ended July 31, 2002. As a percentage of revenues, gross profit increased from a loss of 81.0% in the quarter ended July 31, 2001, to a profit of 5.8% in the quarter ended July 31, 2002. The higher gross margin primarily reflects charges taken in both periods based on an evaluation of our inventory position principally with respect to the slow down in orders for its optical components and subsystems. We recorded a charge of $29.2 million for excess or obsolete inventories in the first quarter of fiscal 2002 compared to a charge of $5.6 million in the first quarter of fiscal 2003. The charge in the first quarter of fiscal 2003 was partially offset by the sale of inventory previously written off of $2.7 million (5.7% of revenue). Gross margins were also affected by charges for the amortization of acquired developed technology related to the acquisitions of Sensors Unlimited, Demeter Technologies, Shomiti Systems and Transwave Fiber of $7.4 million in the first quarter of fiscal 2003 and $6.8 million in the first quarter of fiscal 2002. Also contributing to lower gross margins during the first quarter of fiscal 2002 were startup costs associated with ramping production at our manufacturing facility in Malaysia.

Due to the sudden and significant decrease in demand for our products in the first quarter of fiscal 2002 and transition to new products, inventory levels exceeded our requirements based on then current 12-month sales forecasts. Similarly in the first quarter of fiscal 2003, changes in the demand mix for our products and transition to new products caused inventory levels to exceed our requirements based on current 12-month sales forecasts. The excess inventory charges described above were calculated based on the inventory levels in excess of 12-month demand for each specific product. We anticipate that some portion of the excess inventory subject to these provisions might be used at a later date based on customer demand mix changes which were unknown at the time of those reviews.

Research and Development Expenses. Research and development expenses increased 25.4% from $12.4 million in the quarter ended July 31, 2001 to $15.5 million in the quarter ended July 31, 2002. This increase was primarily related to higher compensation expense resulting from higher manpower levels due in part to the acquisition of Transwave Fibre, and the addition of product lines from AIFOtec and New Focus, together with increased expenditures for equipment, supplies and depreciation. Research and development expenses as a percentage of revenues decreased from 36.2% in the quarter ended July 31, 2001 to 33.0% in the quarter ended July 31, 2002.

Sales and Marketing Expenses. Sales and marketing expenses increased 25.5% from $4.9 million in the quarter ended July 31, 2001 to $6.2 million in the quarter ended July 31, 2002. This increase was primarily due to increases in commissions paid to manufacturers' representatives as a result of increased sales, and increases in the number of direct sales and marketing personnel and their associated costs. Sales and marketing expenses as a percent of revenues decreased from 14.3% in the quarter ended July 31, 2001 to 13.1% in the quarter ended July 31, 2002.

General and Administrative Expenses. General and administrative expenses decreased 31.4% from $5.6 million in the quarter ended July 31, 2001 to $3.9 million in the quarter ended July 31, 2002. The decrease was primarily related to a reduction in legal fees due to the resolution of patent litigation in the second half of fiscal 2002, reduced accounting expenses, and an $943,000 reduction in bad debt

expense. Charges for bad debts were determined based on the age of accounts and were unrelated to any specific bad debt exposure. General and administrative expenses decreased as a percent of revenues from 16.4% in the quarter ended July 31, 2001 to 8.2% in the quarter ended July 31, 2002.

Amortization of Deferred Stock Compensation. Amortization of deferred stock compensation totaled $1.4 million in the quarter ended July 31, 2002, compared to $4.1 million for the quarter ended July 31, 2001, a 66.1% decrease. The reduction is a result of the use of accelerated amortization and forfeitures of options from terminated employees.

Acquired In-Process Research and Development. A non-cash charge totaling $2.7 million was recognized in the quarter ended July 31, 2001 for in-process research and development related to our acquisition of Transwave Fiber. This charge represented that portion of the total purchase consideration for Transwave Fiber associated with new products then currently in development. There was no corresponding charge for the quarter ended July 31, 2002.

Amortization of Goodwill and Other Purchased Intangibles. We adopted SFAS 142 effective May 1, 2002. Under SFAS 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests. With the adoption of SFAS 142, we have ceased amortization of goodwill as of May 1, 2002. As of the same date we reclassified acquired workforce and acquired customer base to goodwill. Amortization of goodwill, acquired workforce, and acquired customer base was $29.6 million, $401,000 and $495,000, respectively, in the first quarter of fiscal 2002. We continue to amortize acquired trade name of $329,000 in the first quarter of both fiscal 2002 and fiscal 2003.

Impairment of Goodwill. On May 3, 2002, we recorded additional goodwill in the optical components and subsystems reporting unit of $485,000 as a result of the achievement of certain milestones specified in the Transwave acquisition agreement. We recorded an impairment loss of $485,000 in the three months ended July 31, 2002 for this additional consideration. There was no impairment in the three months ended July 31, 2001.

Other Acquisition Costs. Other acquisition costs for the quarter ended July 31, 2002 totaled $197,000. This compares to $1.8 million incurred in the first quarter of fiscal 2002 which included a write-off of $1.7 million of costs related to a potential transaction that did not proceed.

Interest Income (Expense), Net. Interest income (expense), net was a net expense of $1.3 million in the quarter ended July 31, 2002, compared to net interest income of $1.3 million in the quarter ended July 31, 2001, a decrease of $2.6 million, or 203.6%. This decrease was primarily the result of reduced cash balances available for investment as a result of increased cash outlays associated with acquisitions; minority investments; plant, property, equipment and improvements; and working capital requirements during the last twelve months, and higher interest expense related to the issuance of $125 million in convertible subordinated notes in October 2001. In addition, included in interest expense is $1.1 million representing the current quarter's amortization of the beneficial conversion feature of the notes.

Other Income (Expense), net. Other income (expense), net was a charge of $10.5 million for the quarter ended July 31, 2002, compared to a gain of $462,000 for the quarter ended July 31, 2001. In the first quarter of fiscal 2003, we recorded an impairment charge of $10.0 million for our minority equity investment in a development stage company due to that company's inability to raise sufficient additional funding which necessitated its restructuring. Additionally, using the equity method, we incurred a charge of $185,000 for our pro-rata share of the loss of another company in which we hold a minority equity investment.

Provision for (Benefit from) Income Taxes. The provision for income taxes increased from a benefit of $19.0 million in the quarter ended July 31, 2001 to an expense of $61,000 in the quarter ended

July 31, 2002, primarily reflecting the prior year's net operating loss that was either available to be carried back to claim previously paid taxes or was available to offset deferred tax liabilities.

We have established a valuation allowance for a portion of the gross deferred tax assets. In part, the valuation allowance at July 31, 2002 reduced net deferred tax assets by amounts related to stock option deductions that are not currently realizable. A portion of the valuation allowance will be credited to paid-in capital when realized. The remaining valuation allowance, when realized, will first reduce unamortized goodwill, then other non-current intangible assets of acquired subsidiaries and then income tax expense. There can be no assurance that deferred tax assets subject to the valuation allowance will be realized.

Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Because our deferred tax assets equal deferred tax liabilities as of July 31, 2002, we will not record any additional tax benefit against future operating losses.

In June 2001, the FASB issued Statement of Financial Accounting Standard No. 141 ("SFAS 141") "Business Combinations" and Statement of Financial Accounting Standard No. 142 ("SFAS 142") "Goodwill and Other Intangible Assets." SFAS 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting. SFAS 142 changed the accounting for goodwill from an amortization method to an impairment-only method. Thus, amortization of goodwill recorded in past business combinations ceased upon the Company's adoption of this Standard, effective May 1, 2002. Accordingly, for any acquisition completed after June 30, 2001, goodwill and intangibles with indefinite lives will not be amortized.

In accordance with SFAS 142, we have performed the required two-step impairment tests of goodwill and indefinite-lived intangible assets as of May 1, 2002. In the first step of the analysis, our assets and liabilities, including existing goodwill and other intangible assets, were assigned to our identified reporting units to determine their carrying value. For this purpose, the reporting units were determined to be the two business segments. After comparing the carrying value of each reporting unit to its fair value, it was determined that goodwill recorded by both reporting units was impaired. After the second step of comparing the implied fair value of the goodwill to its carrying value, we recognized an impairment loss of $460.6 million in the first quarter of fiscal 2003. Of this impairment loss, $406.4 million is related to optical components and subsystems and $54.2 million is related to network test and monitoring systems. This loss was recognized as the cumulative effect of an accounting change. The impairment loss had no income tax effect.

The fair value of the reporting units was determined using the income approach. The income approach focuses on the income-producing capability of an asset, measuring the current value of the asset by calculating the present value of its future economic benefits such as cash earnings, cost savings, tax deductions, and proceeds from disposition. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for the use of funds, the expected rate of inflation, and risks associated with the particular investment. The optical components and subsystems calculation assumed an accelerating rate of growth through fiscal year 2006 (compounded growth rate of 32 percent) followed by a period of slowing growth through fiscal year 2010 (compound growth rate of 27 percent). The same calculation for network test and monitoring systems assumed a compound annual growth rate in revenues of approximately 10 percent. Both calculations assumed a weighted average discount rate of 18 percent.

In future years, a reduction of the estimated fair values associated with certain of our reporting units could result in a further impairment loss associated with various intangible assets. Also, the Company is contingently obligated to pay additional stock consideration related to the acquisition of

Sensors Unlimited and Transwave Fibre, subject to the satisfaction of certain conditions. Should such consideration become payable, any resulting goodwill will become subject to impairment testing at the time the goodwill is recorded.

As required by SFAS 142, intangible assets that did not meet the criteria for recognition apart from goodwill were reclassified. We reclassified $6.1 million of net assembled workforce and customer base to goodwill as of April 30, 2002.

From inception through November 1998, we financed our operations primarily through internal cash flow and periodic bank borrowings. In November 1998, we raised $5.6 million of net proceeds from the sale of preferred stock and bank borrowings to fund the continued growth and development of our business. In November 1999, we received net proceeds of $151.0 million from the initial public offering of our common stock, and in April 2000 we received $190.6 million from an additional public offering. In October 2001, we sold $125 million aggregate principal amount of 5¹/4% convertible subordinated notes due October 15, 2008. Interest on the Notes is 5¹/4% per year on the principal amount, payable semiannually on April 15 and October 15, beginning on April 15, 2002. The notes are convertible, at the option of the holder, at any time on or prior to maturity into shares of our common stock at a conversion price of $5.52 per share, which is equal to a conversion rate of approximately 181.159 shares per $1,000 principal amount of notes. The conversion price is subject to adjustment. Because the market value of the stock rose above the conversion price between the day the notes were priced and the day the proceeds were collected, we recorded a discount of $38,270,000 related to the intrinsic value of the beneficial conversion feature. This amount will be amortized to interest expense over the life of the convertible notes, or sooner upon conversion. We purchased and pledged to a collateral agent, as security for the exclusive benefit of the holders of the notes, approximately $18.9 million of U.S. government securities, which will be sufficient upon receipt of scheduled principal and interest payments thereon, to provide for the payment in full of the first six scheduled interest payments due on the notes. The notes are subordinated to all of our existing and future senior indebtedness and effectively subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.

As of July 31, 2002, our principal sources of liquidity were $111.8 million in cash, cash equivalents and short-term investments, net of $16.3 million of short-term securities reserved for the next five interest payments due under our convertible notes.

Net cash used in operating activities totaled $27.6 million in the quarter ended July 31, 2002, primarily reflecting a pay down of accounts payable, a slowing of collections, a loss from operations and an increase in sales. Net cash provided by operating activities totaled $2.2 million in the three month period ended July 31, 2001, primarily as a result of an increase in working capital, offset in part by a loss from operations.

Net cash used in investing activities totaled $9.9 million in the three month period ended July 31, 2002, and consisted primarily of the purchase of property and equipment totaling $5.3 million and purchases of short term investments of $4.2 million. Net cash used in investing activities totaled $15.4 million in the three month period ended July 31, 2001, and consisted primarily of the purchase of property and equipment totaling $23.6 million and acquisition, net of cash acquired, of $1.5 million offset by $9.7 million of net proceeds from the sale of short term investments.

Net cash provided by financing activities totaled $1.5 million in the three month period ended July 31, 2002, and consisted primarily of proceeds from the exercise of employee stock options, net of repurchase of unvested shares, and proceeds from the stock purchases through the employee stock purchase plan. Net cash provided by financing activities totaled $1.9 million in the three month period ended July 31, 2001, and consisted primarily of net proceeds from the exercise of employee stock

options, net of repurchase of unvested shares, and proceeds from the stock purchases through the employee stock purchase plan.

Subsequent to July 31, 2002, a convertible promissory note in the principal amount of $6.75 million payable to New Focus, Inc., as partial consideration for our acquisition of a New Focus product line was converted into 4,027,445 shares of our common stock.

We believe that our existing balances of cash, cash equivalents and short-term investments and cash flow expected to be generated from our future operations, will be sufficient to meet our cash needs for working capital and capital expenditures for at least the next 12 months. We may, however, require additional financing to fund our operations in the future. The significant contraction in the capital markets, particularly in the technology sector, may make it difficult for us to raise additional capital if and when it is required, especially if we experience disappointing operating results. If adequate capital is not available to us as required, or is not available on favorable terms, our business, financial condition and results of operation will be adversely affected.

Future minimum payments under long-term debt and operating leases are as follows as of July 31, 2002 (in thousands):

			Payments due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long-term debt	$	125,000	$	—	$	—	$	—	$	125,000
Operating leases		15,442		3,445		6,720		4,233		1,044

Total contractual cash obligations	$	140,442	$	3,445	$	6,720	$	4,233	$	126,044

Long-term debt consists of $125 million in convertible notes due October 15, 2008, redeemable by us, in whole or in part, at any time after October 15, 2004.

Operating leases consist of base rents for facilities we occupy at various locations.

Future minimum payments under standby repurchase obligations are as follows as of July 31, 2002 (in thousands):

			Amount of Commitment Expiration Per Period
Commercial Commitments	Total Amount Committed		Less than 1 year		1-3 years		4-5 years		After 5 years
Standby repurchase obligations	$	10,606	$	10,606	$	—	$	—	$	—
Current promissory note	$	6,750		6,750		—		—		—
Other long term liabilities		5,384		1,384		4,000		—		—

Total contractual cash obligations	$	22,740	$	18,740	$	4,000	$	—	$	—

Standby repurchase obligations consist of materials purchased and held by subcontractors on our behalf to fulfill the subcontractor's purchase order obligations at their facilities. Included in standby repurchase obligations is $8.5 million of non-cancelable purchase obligations that have been recorded on our balance sheet.

OUR FUTURE PERFORMANCE IS SUBJECT TO A VARIETY OF RISKS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE HARMED AND THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE. YOU SHOULD ALSO REFER TO THE OTHER INFORMATION CONTAINED IN THIS REPORT, INCLUDING OUR CONSOLIDATED FINANCIAL STATEMENTS AND THE RELATED NOTES.

Our future revenues are inherently unpredictable, our operating results are likely to fluctuate from period to period, and if we fail to meet the expectations of securities analysts or investors, our stock price could decline significantly.

Our quarterly and annual operating results have fluctuated in the past and are likely to fluctuate significantly in the future due to a variety of factors, some of which are outside of our control. Accordingly, we believe that period-to-period comparisons of our results of operations are not meaningful and should not be relied upon as indications of future performance. Some of the factors that could cause our quarterly or annual operating results to fluctuate include market acceptance of our products and the Gigabit Ethernet and Fibre Channel standards, market demand for the products manufactured by our customers, the introduction of new products and manufacturing processes, manufacturing yields, competitive pressures and customer retention.

We may experience a delay in generating or recognizing revenues for a number of reasons. Orders at the beginning of each quarter typically do not equal expected revenues for that quarter and are generally cancelable at any time. Accordingly, we depend on obtaining orders during a quarter for shipment in that quarter to achieve our revenue objectives. Failure to ship these products by the end of a quarter may adversely affect our operating results. Furthermore, our customer agreements typically provide that the customer may delay scheduled delivery dates and cancel orders within specified time frames without significant penalty. Because we base our operating expenses on anticipated revenue trends and a high percentage of our expenses are fixed in the short term, any delay in generating or recognizing forecasted revenues could significantly harm our business. During the six months ended July 31, 2001, we experienced reduced orders, and in some cases cancellations of existing orders, from our customers due primarily to the general economic slowdown. As a result, our revenues declined on a sequential basis during the quarters ended April 30, 2001 and July 31, 2001 in comparison to the previous quarter. While revenues have increased during the subsequent four quarters, it is likely that in some future quarters our operating results may again decrease from the previous quarter or fall below the expectations of securities analysts and investors. In this event, the trading price of our common stock would significantly decline.

Failure to accurately forecast our revenues could result in additional charges for obsolete or excess inventories or non-cancelable purchase commitments.

We base many of our operating decisions, and enter into purchase commitments, on the basis of anticipated revenue trends which are highly unpredictable. Some of our purchase commitments are not cancelable, and in some cases we are required to recognize a charge representing the amount of material or capital equipment purchased or ordered which exceed our actual requirements. We experienced a significant rate of growth between the quarters ended July 31, 2000 and January 31, 2001, when quarterly revenues increased from $27.2 million to $64.8 million. Based on projected revenue trends, we acquired inventories and entered into purchase commitments in order to meet anticipated increases in demand for our products. During the subsequent two quarters, revenue decreased to $52.2 million in the quarter ended April 30, 2001, and $34.2 million during the quarter ended July 31, 2001, as our customers reduced their demand for our products due to general economic conditions and excess inventories purchased in prior quarters. As a result, we recorded charges for obsolete and excess inventories and non-cancelable purchase commitments during the quarters ended April 30, 2001, and July 31, 2001, which contributed to substantial operating losses. Although revenue

increased in the quarter ended July 31, 2002, we recorded an additional charge for obsolete and excess inventories in that quarter, due to unanticipated changes in demand and the mix for our products. Should revenue in future quarters again fall substantially below our expectations, or should we fail again to accurately forecast changes in demand mix, we could be required to record additional charges for obsolete or excess inventories or non-cancelable purchase commitments.

Our operating costs may need to be reduced which could impact our future growth.

We experienced a significant decline in revenues during the quarter ended July 31, 2001 followed by four quarters of sequential growth in revenues along with ongoing operating losses due primarily to low gross margins and continued high levels of spending for research and development in anticipation of future revenue growth. While we continue to expect future revenue growth, we have taken steps to reduce our operating costs in order to conserve our cash and accelerate our return to profitability, and we may be required to take further action to reduce costs. These cost reduction measures may adversely affect our ability to market our products, introduce new and improved products and increase our revenues, which could adversely affect our business and cause the price of our stock to decline. In order to manage our growth effectively, we must reduce our product costs, complete our new product development programs and penetrate new customers. If we cannot manage growth effectively, while reducing our costs, our business could be significantly harmed.

Our success is dependent on the continued development of the emerging high-speed LAN, SAN and MAN markets.

Our optical subsystem and network test and monitoring system products are used exclusively in high-speed local area networks, or LANs, storage area networks, or SANs, and metropolitan access networks, or MANs. Accordingly, widespread adoption of high-speed LANs, SANs and MANs is critical to our future success. The markets for high-speed LANs, SANs and MANs have only recently begun to develop and are rapidly evolving. Because these markets are new and evolving, it is difficult to predict their potential size or future growth rate. Potential end-user customers who have invested substantial resources in their existing data storage and management systems may be reluctant or slow to adopt a new approach, like high-speed LAN, SAN or MAN networks, particularly during periods of economic slowness. Our success in generating revenue in these emerging markets will depend, among other things, on the growth of these markets. There is significant uncertainty as to whether these markets ultimately will develop or, if they do develop, that they will develop rapidly. In particular, the general economic slowdown that began in 2001 has resulted in a slower than expected build out of LANs, SANs and MANs which, in turn, has resulted in reduced demand for the data networking and storage products of our customers, and consequently has hurt our sales. If the economic slowdown continues or worsens, or if the markets for high-speed LANs, SANs or MANs for any other reason fail to develop or develop more slowly than expected, or if our products do not achieve widespread market acceptance in these markets, our business would be significantly harmed.

We will face challenges to our business if our target markets adopt alternate standards to Fibre Channel and Gigabit Ethernet technology or if our products fail to comply with evolving industry standards and government regulations.

We have based our product offerings principally on Fibre Channel and Gigabit Ethernet standards and our future success is substantially dependent on the continued market acceptance of these standards. If an alternative technology is adopted as an industry standard within our target markets, we would have to dedicate significant time and resources to redesign our products to meet this new industry standard. Our products comprise only a part of an entire networking system, and we depend on the companies that provide other components to support industry standards as they evolve. The failure of these companies, many of which are significantly larger than we are, to support these industry standards could negatively impact market acceptance of our products. Moreover, if we introduce a product before an industry standard has become widely accepted, we may incur significant expenses and

losses due to lack of customer demand, unusable purchased components for these products and the diversion of our engineers from future product development efforts. In addition, because we may develop some products prior to the adoption of industry standards, we may develop products that do not comply with the eventual industry standard. Our failure to develop products that comply with industry standards would limit our ability to sell our products. Finally, if new standards evolve, we may not be able to successfully design and manufacture new products in a timely fashion, if at all, that meet these new standards.

In the United States, our products must comply with various regulations and standards defined by the Federal Communications Commission and Underwriters Laboratories. Internationally, products that we develop also will be required to comply with standards established by local authorities in various countries. Failure to comply with existing or evolving standards established by regulatory authorities or to obtain timely domestic or foreign regulatory approvals or certificates could significantly harm our business.

We are dependent on widespread market acceptance of two product families, and our revenues will decline if the market does not continue to accept either of these product families.

We currently derive substantially all of our revenue from sales of our optical components and subsystems and network test and monitoring systems. We expect that revenue from these products will continue to account for substantially all of our revenue for the foreseeable future. Accordingly, widespread acceptance of these products is critical to our future success. If the market does not continue to accept either our optical components and subsystems or our network test and monitoring systems, our revenues will decline significantly. Factors that may affect the market acceptance of our products include the continued growth of the markets for LANs, SANs, and MANs and, in particular, Gigabit Ethernet and Fibre Channel-based technologies as well as the performance, price and total cost of ownership of our products and the availability, functionality and price of competing products and technologies.

Many of these factors are beyond our control. In addition, in order to achieve widespread market acceptance, we must differentiate ourselves from the competition through product offerings and brand name recognition. We cannot assure you that we will be successful in making this differentiation or achieving widespread acceptance of our products. Failure of our existing or future products to maintain and achieve widespread levels of market acceptance will significantly impair our revenue growth.

We depend on large purchases from a few significant customers, and any loss, cancellation, reduction or delay in purchases by these customers could harm our business.

A small number of customers have accounted for a significant portion of our revenues. Our success will depend on our continued ability to develop and manage relationships with significant customers. Although we are attempting to expand our customer base, we expect that significant customer concentration will continue for the foreseeable future.

The markets in which we sell our products are dominated by a relatively small number of systems manufacturers, thereby limiting the number of our potential customers. Our dependence on large orders from a relatively small number of customers makes our relationship with each customer critically important to our business. We cannot assure you that we will be able to retain our largest customers, that we will be able to attract additional customers or that our customers will be successful in selling their products that incorporate our products. We have in the past experienced delays and reductions in orders from some of our major customers. We experienced reduced orders, and in some cases cancellations of existing orders, from our customers during the six month period ended July 31, 2001. In addition, our customers have in the past sought price concessions from us and will continue to do so in the future. Further, some of our customers may in the future shift their purchases of products from us to our competitors or to joint ventures between these customers and our competitors. The loss of

one or more of our largest customers, any reduction or delay in sales to these customers, our inability to successfully develop relationships with additional customers or future price concessions that we may make could significantly harm our business.

Because we do not have long-term contracts with our customers, our customers may cease purchasing our products at any time if we fail to meet our customers' needs.

Typically, we do not have long-term contracts with our customers. As a result, our agreements with our customers do not provide any assurance of future sales. Accordingly:

Sales are typically made pursuant to individual purchase orders, often with extremely short lead times. If we are unable to fulfill these orders in a timely manner, we will lose sales and customers.

Our market is subject to rapid technological change, and to compete effectively we must continually introduce new products that achieve market acceptance.

The markets for our products are characterized by rapid technological change, frequent new product introductions, changes in customer requirements and evolving industry standards. We expect that new technologies will emerge as competition and the need for higher and more cost effective bandwidth increases. Our future performance will depend on the successful development, introduction and market acceptance of new and enhanced products that address these changes as well as current and potential customer requirements. The introduction of new and enhanced products may cause our customers to defer or cancel orders for existing products. In addition, a slowdown in demand for existing products ahead of a new product introduction could result in a writedown in the value of inventory on hand related to existing products. We have in the past experienced a slowdown in demand for existing products and delays in new product development and such delays may occur in the future. To the extent customers defer or cancel orders for existing products due to a slowdown in demand or in the expectation of a new product release or if there is any delay in development or introduction of our new products or enhancements of our products, our operating results would suffer. We also may not be able to develop the underlying core technologies necessary to create new products and enhancements, or to license these technologies from third parties. Product development delays may result from numerous factors, including:

The development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation and highly skilled engineering and development personnel, as well as the accurate anticipation of technological and market trends. We cannot assure you that we will be able to identify, develop, manufacture, market or support new or enhanced products successfully, if at all, or on a timely basis. Further, we cannot assure you that our new products will gain market acceptance or that we will be able to respond effectively to product announcements by competitors, technological

changes or emerging industry standards. Any failure to respond to technological change would significantly harm our business.

Continued competition in our markets may lead to a reduction in our prices, revenues and market share.

The markets for optical components and subsystems and network test and monitoring systems for use in LANs, SANs and MANs are highly competitive. Our current competitors include a number of domestic and international companies, many of which have substantially greater financial, technical, marketing and distribution resources and brand name recognition than we have. We expect that more companies, including some of our customers, will enter the market for optical subsystems and network test and monitoring systems. We may not be able to compete successfully against either current or future competitors. Increased competition could result in significant price erosion, reduced revenue, lower margins or loss of market share, any of which would significantly harm our business. For optical subsystems, we compete primarily with Agilent Technologies, Inc., Infineon Technologies AG, JDS Uniphase Corporation (which recently acquired the optical transceiver business of International Business Machines Corporation), Luminent, Inc., Molex Premise Networks, Optical Communications Products, Inc., Picolight Inc. and Stratos Lightwave, Inc. (formerly Methode Electronics). For network test and monitoring systems, we compete primarily with Ancot Corporation, I-Tech Corporation, Xyratex International and Network Associates, Inc. Our competitors continue to introduce improved products with lower prices, and we will have to do the same to remain competitive. In addition, some of our current and potential customers may attempt to integrate their operations by producing their own optical components and subsystems and network test and monitoring systems or acquiring one of our competitors, thereby eliminating the need to purchase our products. Furthermore, larger companies in other related industries, such as the telecommunications industry, may develop or acquire technologies and apply their significant resources, including their distribution channels and brand name recognition, to capture significant market share.

Decreases in average selling prices of our products may reduce gross margins.

The market for optical subsystems is characterized by declining average selling prices resulting from factors such as increased competition, the introduction of new products and increased unit volumes as manufacturers continue to deploy network and storage systems. We have in the past experienced, and in the future may experience, substantial period-to-period fluctuations in operating results due to declining average selling prices. We anticipate that average selling prices will decrease in the future in response to product introductions by competitors or us, or by other factors, including price pressures from significant customers. Therefore, we must continue to develop and introduce on a timely basis new products that incorporate features that can be sold at higher average selling prices. Failure to do so could cause our revenues and gross margins to decline, which would significantly harm our business.

We may be unable to reduce the cost of our products sufficiently to enable us to compete with others. Our cost reduction efforts may not allow us to keep pace with competitive pricing pressures or lead to improved gross margins. In order to remain competitive, we must continually reduce the cost of manufacturing our products through design and engineering changes. We may not be successful in redesigning our products or delivering our products to market in a timely manner. We cannot assure you that any redesign will result in sufficient cost reductions to allow us to reduce the price of our products to remain competitive or improve our gross margin.

Our gross profit margins vary among our product families, and our gross margins are generally higher on our network test and monitoring systems than on our optical subsystems. Our gross margins are generally lower for newly introduced products and improve as unit volumes increase. Our overall gross margins have fluctuated from period to period as a result of shifts in product mix, the

introduction of new products, decreases in average selling prices for older products and our ability to reduce product costs.

A class action lawsuit was filed on November 30, 2001 in the United States District Court for the Southern District of New York on behalf of purchasers of our common stock alleging violations of federal securities laws. The case is brought purportedly on behalf of all persons who purchased our common stock from November 17, 1999 through December 6, 2000. The complaint names as defendants Finisar, Jerry S. Rawls, our President and Chief Executive Officer, Frank H. Levinson, our Chairman of the Board and Chief Technical Officer, Stephen K. Workman, our Vice President Finance and Chief Financial Officer, and an investment banking firm that served as an underwriter for the Company's initial public offering in November 1999 and a secondary offering in April 2000. In April 2002, an amended complaint was served on the defendants. The amended complaint alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, on the grounds that the prospectuses incorporated in the registration statements for the offerings failed to disclose, among other things, that (i) the underwriter had solicited and received excessive and undisclosed commissions from certain investors in exchange for which the underwriter allocated to those investors material portions of the shares of our stock sold in the offerings and (ii) the underwriter had entered into agreements with customers whereby the underwriter agreed to allocate shares of our stock sold in the offerings to those customers in exchange for which the customers agreed to purchase additional shares of our stock in the aftermarket at pre-determined prices. No specific damages are claimed. We are aware that similar allegations have been made in lawsuits relating to more than 300 other initial public offerings conducted in 1999 and 2000. Those cases have been consolidated for pretrial purposes. The issuer defendants, including Finisar, have filed a motion to dismiss the complaints. A hearing date on the motion has not been set. We believe that the allegations against us and our officers and directors are without merit and intend to contest them vigorously. However, the litigation is in the preliminary stage, and we cannot predict its outcome. The litigation process is inherently uncertain. If the outcome of the litigation is adverse to us and if we are required to pay significant monetary damages, our business would be significantly harmed.

Our customers often evaluate our products for long and variable periods, which causes the timing of our revenues and results of operations to be unpredictable.

The period of time between our initial contact with a customer and the receipt of an actual purchase order may span a year or more. During this time, customers may perform, or require us to perform, extensive and lengthy evaluation and testing of our products before purchasing and using them in their equipment. Our customers do not typically share information on the duration or magnitude of these qualification procedures. The length of these qualification processes also may vary substantially by product and customer, and, thus, cause our results of operations to be unpredictable. While our potential customers are qualifying our products and before they place an order with us, we may incur substantial sales and marketing expenses and expend significant management effort. Even after incurring such costs we ultimately may not sell any products to such potential customers. In addition, these qualification processes often make it difficult to obtain new customers, as customers are reluctant to expend the resources necessary to qualify a new supplier if they have one or more existing qualified sources. Once our products have been qualified, our agreements with our customers have no minimum purchase commitments. Failure of our customers to incorporate our products into their systems would significantly harm our business.

If we cannot successfully complete the transfer of our manufacturing processes at our new facility in Malaysia and improve our manufacturing yields, our results of operations will be harmed.

We have recently shifted a substantial portion of our manufacturing requirements to our new facility in Malaysia. The transfer of these manufacturing processes represents a significant fixed cost. In

addition, it is difficult to control the manufacturing processes in a facility located outside of the United States. As a result, we have experienced difficulty in implementing our manufacturing processes in this new facility, which have resulted in low manufacturing yields and increased our cost of revenues. Sustained manufacturing yield problems or disruptions in product flow could limit our revenue, adversely affect our competitive position and reputation and result in additional costs or cancellation of orders under agreements with our customers.

We depend on facilities located outside of the United States to manufacture a substantial portion of our products, which subjects us to additional risks.

In addition to our facility in Malaysia, we rely on three contract manufacturers located outside of the United States. Each of these facilities and manufacturers subjects us to the following additional risks associated with international manufacturing:

Any of these factors could significantly impair our ability to source our contract manufacturing requirements internationally.

Our business and future operating results are subject to a wide range of uncertainties arising out of the recent terrorist attacks.

Like other U.S. companies, our business and operating results are subject to uncertainties arising out of the recent terrorist attacks on the United States, including the potential worsening or extension of the current global economic slowdown, the economic consequences of additional military action or additional terrorist activities and associated political instability, and the impact of heightened security concerns on domestic and international travel and commerce. In particular, due to these uncertainties we are subject to:

We currently purchase several key components used in the manufacture of our products from single or limited sources. We depend on these sources to meet our needs. Moreover, we depend on the quality of the products supplied to us over which we have limited control. We have encountered shortages and delays in obtaining components in the past and expect to encounter shortages and delays in the future. If we cannot supply products due to a lack of components, or are unable to redesign products with other components in a timely manner, our business will be significantly harmed. We have no long-term or short-term contracts for any of our components. As a result, a supplier can discontinue

supplying components to us without penalty. If a supplier discontinued supplying a component, our business may be harmed by the resulting product manufacturing and delivery delays.

We use rolling forecasts based on anticipated product orders to determine our component requirements. Lead times for materials and components that we order vary significantly and depend on factors such as specific supplier requirements, contract terms and current market demand for particular components. If we overestimate our component requirements, we may have excess inventory, which would increase our costs. If we underestimate our component requirements, we may have inadequate inventory, which could interrupt our manufacturing and delay delivery of our products to our customers. Any of these occurrences would significantly harm our business.

Prior and future acquisitions could be difficult to integrate, disrupt our business, dilute stockholder value and harm our operating results.

Since October 2000, we have completed the acquisition of five privately-owned companies and certain assets from two other companies. We expect to continue to review opportunities to acquire other businesses, products or technologies that would complement our current products, expand the breadth of our markets or enhance our technical capabilities, or that may otherwise offer growth opportunities. In five of our seven acquisitions, we issued stock as all or a portion of the consideration, and we are obligated to release additional shares from escrow and to issue additional shares in connection with two of the acquisitions upon the occurrence of certain contingencies and the achievement of certain milestones. The issuance of stock in these and any future transactions has or would dilute stockholders' percentage ownership.

Other risks associated with acquiring the operations of other companies include:

We cannot assure you that we will be successful in overcoming problems encountered in connection with such acquisitions, and our inability to do so could significantly harm our business. In addition, to the extent that the economic benefits associated with such acquisitions diminish in the future, we may be required to record write downs of goodwill, intangible assets or other assets associated with such acquisitions, which would adversely affect our operating results.

We have made and may continue to make strategic investments which may not be successful and may result in the loss of all or part of our invested capital.

Through fiscal 2002 we recorded minority equity investments in early-stage technology companies, totaling $41.7 million, including a loan of $7.0 million to one company in which we also have a minority equity position. We intend to review additional opportunities to make strategic equity investments in pre-public companies where we believe such investments will provide us with opportunities to gain access to important technologies or otherwise enhance important commercial relationships. We have little or no influence over the early-stage companies in which we have made or may make these strategic, minority equity investments. Each of these investments in pre-public companies involves a high degree of risk. We may not be successful in achieving the financial, technological or commercial advantage upon which any given investment is premised, and failure by the early-stage company to achieve its own business objectives or to raise capital needed on acceptable economic terms could

result in a loss of all or part of our invested capital. In the first quarter of fiscal 2003, we wrote off $10.0 million in one investment which became impaired, and we may be required to write off additional investments in future periods.

We have substantially increased our indebtedness and may have insufficient cash flow to meet our debt service obligations.

As a result of the sale of our 5¹/4% convertible subordinated notes in October 2001, we have incurred $125 million of additional indebtedness, substantially increasing our ratio of debt to total capitalization. We may incur substantial additional indebtedness in the future. The level of our indebtedness, among other things, could:

We will be required to generate cash sufficient to pay our indebtedness and other liabilities, including all amounts due on the notes, and to conduct our business operations. We may not be able to cover our anticipated debt service obligations. This may materially hinder our ability to make payments on the notes. Our ability to meet our future debt service obligations will depend upon our future performance, which will be subject to financial, business and other factors affecting our operations, many of which are beyond our control. If we fail to make payments on the notes when due, the holders of the notes could declare a default and demand immediate payment of the entire principal amount of the notes, which would significantly harm our business.

We believe that our existing balances of cash, cash equivalents and short-term investments, together with the cash expected to be generated from our future operations, will be sufficient to meet our cash needs for working capital and capital expenditures for at least the next 12 months. We may however require additional financing to fund our operations in the future. The significant contraction in the capital markets, particularly in the technology sector, may make it difficult for us to raise additional capital if and when it is required, especially if we experience disappointing operating results. If adequate capital is not available to us as required, or is not available on favorable terms, our business, financial condition and results of operations will be adversely affected.

Because of intense competition for technical personnel, we may not be able to recruit or retain necessary personnel.

We believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, technical, sales and marketing, finance and manufacturing personnel. In particular, we will need to increase the number of technical staff members with experience in high-speed networking applications as we further develop our product lines. Competition for these highly skilled employees in our industry is intense. Our failure to attract and retain these qualified employees could significantly harm our business. The loss of the services of any of our qualified employees, the inability to attract or retain qualified personnel in the future or delays in hiring required personnel could hinder the development and introduction of and negatively impact our ability to sell our products. In addition, employees may leave our company and subsequently compete against us. Moreover, companies in our industry whose employees accept positions with competitors frequently claim that their competitors have engaged in unfair hiring practices. We have been subject to claims of this type and may be subject to such claims in the future as we seek to hire qualified personnel. Some of these claims may result in

material litigation. We could incur substantial costs in defending ourselves against these claims, regardless of their merits.

Our products may contain defects that may cause us to incur significant costs, divert our attention from product development efforts and result in a loss of customers.

Networking products frequently contain undetected software or hardware defects when first introduced or as new versions are released. Our products are complex and defects may be found from time to time. In addition, our products are often embedded in or deployed in conjunction with our customers' products which incorporate a variety of components produced by third parties. As a result, when problems occur, it may be difficult to identify the source of the problem. These problems may cause us to incur significant damages or warranty and repair costs, divert the attention of our engineering personnel from our product development efforts and cause significant customer relation problems or loss of customers, all of which would harm our business.

Our failure to protect our intellectual property may significantly harm our business.

Our success and ability to compete is dependent in part on our proprietary technology. We rely on a combination of patent, copyright, trademark and trade secret laws, as well as confidentiality agreements to establish and protect our proprietary rights. We license certain of our proprietary technology, including our digital diagnostics technology, to customers who include current and potential competitors, and we rely largely on provisions of our licensing agreements to protect our intellectual property rights in this technology. To date, we have relied primarily on proprietary processes and know-how to protect our intellectual property. Although we have filed applications for a number of patents, some of which have issued, we cannot assure you that any patents will issue as a result of pending patent applications or that our issued patents will be upheld. Any infringement of our proprietary rights could result in significant litigation costs, and any failure to adequately protect our proprietary rights could result in our competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenues. Despite our efforts to protect our proprietary rights, existing patent, copyright, trademark and trade secret laws afford only limited protection. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States. Attempts may be made to copy or reverse engineer aspects of our products or to obtain and use information that we regard as proprietary. Accordingly, we may not be able to prevent misappropriation of our technology or deter others from developing similar technology. Furthermore, policing the unauthorized use of our products is difficult. Litigation may be necessary in the future to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. This litigation could result in substantial costs and diversion of resources and could significantly harm our business.

Claims that we infringe third-party intellectual property rights could result in significant expenses or restrictions on our ability to sell our products.

The networking industry is characterized by the existence of a large number of patents and frequent litigation based on allegations of patent infringement. We were recently involved in a series of related patent infringement lawsuits. From time to time, other parties may assert patent, copyright, trademark and other intellectual property rights to technologies and in various jurisdictions that are important to our business. Any claims asserting that our products infringe or may infringe proprietary rights of third parties, if determined adversely to us, could significantly harm our business. Any claims, with or without merit, could be time-consuming, result in costly litigation, divert the efforts of our technical and management personnel, cause product shipment delays or require us to enter into royalty or licensing agreements, any of which could significantly harm our business. Royalty or licensing agreements, if required, may not be available on terms acceptable to us, if at all. In addition, our agreements with our customers typically require us to indemnify our customers from any expense or liability resulting from claimed infringement of third party intellectual property rights. In the event a

claim against us was successful and we could not obtain a license to the relevant technology on acceptable terms or license a substitute technology or redesign our products to avoid infringement, our business would be significantly harmed.

Our executive officers and directors and entities affiliated with them own a large percentage of our voting stock, which could have the effect of delaying or preventing a change in our control.

As of August 23, 2002, our executive officers, directors and entities affiliated with them beneficially owned approximately 64.1 million shares or approximately 32% of the outstanding shares of our common stock. These stockholders, acting together, may be able to effectively control matters requiring approval by stockholders, including the election or removal of directors and the approval of mergers or other business combination transactions. This concentration of ownership could have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could have an adverse effect on the market price of our common stock or prevent our stockholders from realizing a premium over the market price for their shares of common stock.

Delaware law and our charter documents contain provisions that could discourage or prevent a potential takeover, even if such a transaction would be beneficial to our stockholders.

Some provisions of our Certificate of Incorporation and Bylaws, as well as provisions of Delaware law, may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. These provisions include:

Our headquarters and a portion of our manufacturing operations are located in California where natural disasters may occur.

Currently, our corporate headquarters and a portion of our manufacturing operations are located in California. California historically has been vulnerable to natural disasters and other risks, such as earthquakes, fires and floods, which at times have disrupted the local economy and posed physical risks to our property. We presently do not have redundant, multiple site capacity in the event of a natural disaster. In the event of such disaster, our business would suffer.

The trading price of our common stock has been and may continue to be subject to large fluctuations, which may result in losses to investors. Our stock price may increase or decrease in response to a number of events and factors, including:

Part of this volatility is attributable to the current state of the stock market, in which wide price swings are common. This volatility may adversely affect the prices of our common stock regardless of our operating performance.

We could be required to effect a reverse stock split of our common stock in order to facilitate its continued listing on The Nasdaq National Market.

To maintain the listing of our common stock on The Nasdaq National Market, we are required to meet certain listing requirements, including maintenance of a minimum bid price of $1.00 per share. Our common stock has recently traded at prices below $1.00 per share. If the trading price of our common stock does not improve, we may be required to effect a reverse stock split in order to qualify for continued listing on The Nasdaq National Market. A reverse stock split would require the approval of holders of a majority of the outstanding shares of our common stock. However, the market price of our common stock may not rise in proportion to the reduction in the number of outstanding shares resulting from the reverse stock split, and the price may again decline following the reverse stock split. Accordingly, if we effect a reverse stock split, there can be no assurance that in the future we will continue to satisfy the Nasdaq listing requirements. Should our common stock be delisted from The Nasdaq National Market, it would likely be more difficult to effect trades and to obtain accurate quotations as to the market price of our common stock. Delisting of our common stock could materially affect the market price and liquidity of our common stock and our future ability to raise necessary capital.

Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. The primary objective of the Company's investment activities is to preserve principal while maximizing yields without significantly increasing risk. We place our investments with high credit issuers in short-term securities with maturities ranging from overnight up to 36 months or have characteristics of such short-term investments. The average maturity of the portfolio will not exceed 18 months. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity. We have no investments denominated in foreign country currencies and therefore our investments are not subject to foreign exchange risk.

The Company invests in equity instruments of privately held companies for business and strategic purposes. These investments are included in other long-term assets and are accounted for under the cost method when ownership is less than 20%. For these non-quoted investments, our policy is to regularly review the assumptions underlying the operating performance and cash flow forecasts in assessing the carrying values. We identify and record impairment losses when events and circumstances indicate that such assets might be impaired. To date, approximately $11.3 million of impaired assets have been recognized. If certain of these investments in privately-held companies became marketable equity securities upon the company's completion of an initial public offering in the future or acquisition by another company, then they would be subject to significant fluctuations in fair market value due to the volatility of the stock market. We also invest in equity securities of a publicly traded company. Such investments in publicly traded equity securities are subject to market price volatility. Equity security price fluctuations of plus or minus 10% would have had a $140,000 impact on the value of these securities as of July 31, 2002.

A class action lawsuit was filed on November 30, 2001 in the United States District Court for the Southern District of New York on behalf of purchasers of our common stock alleging violations of federal securities laws. The case is brought purportedly on behalf of all persons who purchased our common stock from November 17, 1999 through December 6, 2000. The complaint names as defendants the Company, Jerry S. Rawls, our Chief Executive Officer, Frank H. Levinson, our Chairman of the Board and Chief Technical Officer, Stephen K. Workman, our Vice President Finance and Chief Financial Officer, and an investment banking firm that served as an underwriter for our initial public offering in November 1999 and a secondary offering in April 2000. In April 2002, an amended complaint was served on the defendants. The amended complaint alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, on the grounds that the prospectuses incorporated in the registration statements for the offerings failed to disclose, among other things, that (i) the underwriter had solicited and received excessive and undisclosed commissions from certain investors in exchange for which the underwriter allocated to those investors material portions of the shares of our stock sold in the offerings and (ii) the underwriter had entered into agreements with customers whereby the underwriter agreed to allocate shares of our stock sold in the offerings to those customers in exchange for which the customers agreed to purchase additional shares of our stock in the aftermarket at pre-determined prices. No specific damages are claimed. We are aware that similar allegations have been made in lawsuits relating to more than 300 other initial public offerings conducted in 1999 and 2000. Those cases have been consolidated for pretrial purposes. The issuer defendants, including Finisar, have filed a motion to dismiss the complaints. A hearing date on the motion has not been set. We believe that the allegations against us and our officers and directors are without merit and intend to contest them vigorously. However, the litigation is in the preliminary stage, and we cannot predict its outcome. The litigation process is inherently uncertain. If the outcome of the litigation is adverse to us and if we are required to pay significant monetary damages, our business would be significantly harmed.

In May 2002, we acquired certain assets, including equipment, inventory and intellectual property, from New Focus, Inc. related to the New Focus passive optical components business. As consideration for the purchase of the assets, we delivered to New Focus a convertible promissory note in the principal amount of $6,750,000 which was convertible into shares of our common stock. On August 9, 2002, we issued 4,027,446 shares of our common stock to New Focus upon the conversion of the convertible promissory note, based on the ten-day average closing trading price for our common stock ending two days prior to the conversion of the note. The issuance of the convertible promissory note and the shares of our common stock upon conversion thereof was not registered under the Securities act of 1933, as amended, in reliance on the exemption from the registration requirements set forth in Section 4(2) of the Securities Act. We filed a registration statement with the Securities and Exchange Commission covering the resale of the common stock issued to New Focus, which became effective on August 9, 2002.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

1. I have reviewed this quarterly report on Form 10-Q of Finisar Corporation (the "Company");

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report.

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

1. I have reviewed this quarterly report on Form 10-Q of Finisar Corporation (the "Company");

		July 31, 2002			April 30, 2002
ASSETS
Current assets:
	Cash and cash equivalents	$	39,906		$	75,889
	Short-term investments		71,871			68,208
	Restricted investments		6,634			6,560
	Accounts receivable, trade (net)		35,026			28,962
	Accounts receivable, other		6,732			11,616
	Inventories		59,331			59,913
	Income tax receivable		7,541			7,504
	Prepaid expenses		4,083			2,365
	Deferred income taxes		14,974			16,996

Total current assets			246,098			278,013
Property, plant, equipment and improvements, net			126,998			125,025
Restricted investments, long-term			9,635			9,503
Purchased intangibles, net			105,284			102,380
Goodwill, net			16,000			476,580
Other assets			41,843			49,780

Total assets		$	545,858		$	1,041,281

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable	$	22,153		$	34,027
	Accrued compensation		4,204			7,404
	Other accrued liabilities		8,775			5,887
	Convertible note payable, current		6,750			—
	Current portion of other long-term liabilities		1,384			—
	Non-cancelable purchase obligations		8,531			7,731
	Capital lease obligations		181			361

Total current liabilities			51,978			55,410
Long-term liabilities:
	Deferred income taxes		14,974			16,996
	Convertible notes, net of unamortized portion of beneficial conversion feature of $34,627 and $35,761		90,373			89,239
	Other long-term liabilities		4,000			634

Total long-term liabilities			109,347			106,869
Stockholders' equity:
	Common stock, $0.001 par value, 193,371,230 shares issued and outstanding at July, 31, 2002 and 192,552,246 shares issued and outstanding at April 30, 2002		193			192
	Additional paid-in capital		1,211,092			1,209,305
	Notes receivable from stockholders		(1,361	)		(1,488	)
	Deferred stock compensation		(4,527	)		(6,181	)
	Accumulated other comprehensive income		258			791
	Accumulated deficit		(821,122	)		(323,617	)

Total stockholders' equity			384,533			879,002

Total liabilities and stockholders' equity		$	545,858		$	1,041,281

		Three Months Ended July 31,
		2002			2001
Operating activities:
Net loss		$	(497,505	)	$	(69,287	)
Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation and amortization		4,358			2,440
	Amortization of deferred stock compensation		1,381			4,068
	Acquired in-process research and development		—			2,696
	Amortization of goodwill and other purchased intangibles		329			30,822
	Amortization of acquired developed technology		7,395			6,780
	Amortization of beneficial conversion feature		1,134			—
	Amortization of discount on restricted securities		(206	)		—
	Pro-rata share in losses of minority investment (equity method)		185			—
	Cumulative effect of an accounting change		460,580			—
	Impairment of minority investment		10,000			—
	Impairment of goodwill		485			—
Changes in operating assets and liabilities:
	Accounts receivable		(6,064	)		8,669
	Inventories		995			13,936
	Other assets		1,367			2,628
	Deferred income taxes		—			(18,486	)
	Accounts payable		(11,874	)		7,235
	Accrued compensation		(3,200	)		(3,219	)
	Current income taxes		(37	)		(544	)
	Other accrued liabilities		3,054			14,454

Net cash provided by (used in) operating activities			(27,623	)		2,192
Investing activities:
Purchases of property, plant, equipment and improvements			(5,289	)		(23,588	)
(Purchase)/sale of short-term investments			(4,196	)		9,679
Purchase of minority investment			(155	)		—
Acquisition of product line assets			(243	)		—
Acquisition of subsidiary, net of cash assumed			—			(1,539	)

Net cash used in investing activities			(9,883	)		(15,448	)
Financing activities:
Payments on capital lease obligations			(180	)		(141	)
Change in other long term liabilities			—			(68	)
Payment received on stockholder note receivable			127			193
Proceeds from exercise of stock options and stock purchase plan and repurchase of unvested shares			1,576			1,894

Net cash provided by financing activities			1,523			1,878

Net decrease in cash and cash equivalents			(35,983	)		(11,378	)
Cash and cash equivalents at beginning of period			75,889			42,146

Cash and cash equivalents at end of period		$	39,906		$	30,768

Supplemental disclosure of cash flow information:
	Cash paid for interest	$	5		$	24
	Cash paid for taxes	$	61		$	—
Supplemental schedule of non-cash investing and financing activities:
	Issuance of Series A preferred stock and assumption of options in acquisition	$	—		$	49,646
	Issuance of convertible promissory note in connection with acquisition of product line	$	6,750		$	—
	Issuance of other long term liabilities in connection with acquisition of product line	$	5,384		$	—
	Issuance of common stock in connection with acquisitions	$	485		$	—
	Deferred stock compensation from acquisition	$	—		$	2,350

	July 31, 2002		April 30, 2002
Raw materials	$	31,477	$	36,246
Work-in-process		21,556		17,439
Finished goods		6,298		6,228

	$	59,331	$	59,913

		Fiscal Year Ended April 30,
		2002			2001			2000
Reported net income (loss)		$	(218,738	)	$	(85,449	)	$	2,881
Add back goodwill (including assembled workforce and customer base) amortization, net of tax			127,781			52,592			—

Adjusted net income (loss)		$	(90,957	)	$	(32,857	)	$	2,881

Adjusted basic net income (loss) per share:
Reported basic net income (loss) per share		$	(1.21	)	$	(0.53	)	$	0.03
Add back goodwill (including assembled workforce and customer base) amortization, net of tax			0.71			0.32			—

Adjusted basic net income (loss) per share		$	(0.50	)	$	(0.21	)	$	0.03

Adjusted diluted net income (loss) per share:
Reported diluted net income (loss) per share		$	(1.21	)	$	(0.53	)	$	0.02
Add back goodwill (including assembled workforce and customer base) amortization, net of tax			0.71			0.32			—

Adjusted diluted net income (loss) per share		$	(0.50	)	$	(0.21	)	$	0.02

Shares used in computing net income (loss) per share:
	Basic		181,136			160,014			113,930

	Diluted		181,136			160,014			144,102

	July 31, 2002
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Purchased technology	$	146,284	$	(45,413	)	$	100,871
Trade name		6,589		(2,176	)		4,413

Totals	$	152,873	$	(47,589	)	$	105,284

DATE: September 11, 2002	FINISAR CORPORATION

	By:	/s/ JERRY S. RAWLS Jerry S. Rawls Chief Executive Officer

	By:	/s/ STEPHEN K. WORKMAN Stephen K. Workman Senior Vice President, Finance and Chief Financial Officer