0001408710FALSE00014087102024-11-042024-11-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 4, 2024
______________________
Fabrinet
(Exact name of registrant as specified in its charter)
______________________
Cayman Islands001-3477598-1228572
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)

c/o Intertrust Corporate Services
One Nexus Way, Camana Bay
Grand Cayman
KY1-9005
Cayman Islands


(Address of principal executive offices, including zip code)
+66 2-524-9600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Ordinary Shares, $0.01 par valueFNNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02    Results of Operations and Financial Condition.
On November 4, 2024, Fabrinet issued a press release regarding its financial results for its fiscal quarter ended September 27, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Item 2.02 and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01    Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FABRINET
By:/s/ CSABA SVERHA
Csaba Sverha
Executive Vice President, Chief Financial Officer
Date: November 4, 2024



Exhibit 99.1
Fabrinet Announces First Quarter Fiscal Year 2025 Financial Results
•Record First Quarter Revenue Exceeds Guidance Range
BANGKOK, Thailand – November 4, 2024 – Fabrinet (NYSE: FN), a leading provider of advanced optical packaging and precision optical, electro-mechanical and electronic manufacturing services to original equipment manufacturers of complex products, today announced its financial results for its fiscal first quarter ended September 27, 2024.

Seamus Grady, Chief Executive Officer of Fabrinet, said, “We started fiscal year 2025 with significant momentum across our business. Record revenue of $804 million increased 17% from a year ago and was above our guidance range. We saw revenue growth from every product area, including our first telecom revenue growth in several quarters. Strong margins coupled with our revenue performance helped produce earnings per share at the upper end of our guidance range. We are optimistic that our strong business momentum and execution will extend into the fiscal second quarter as we continue to expand on our leadership in the market.”
First Quarter Fiscal Year 2025 Financial Highlights
GAAP Results
•Revenue for the first quarter of fiscal year 2025 was $804.2 million, compared to $685.5 million for the first quarter of fiscal year 2024.
•GAAP net income for the first quarter of fiscal year 2025 was $77.4 million, compared to $65.1 million for the first quarter of fiscal year 2024.
•GAAP net income per diluted share for the first quarter of fiscal year 2025 was $2.13, compared to $1.78 for the first quarter of fiscal year 2024.
Non-GAAP Results
•Non-GAAP net income for the first quarter of fiscal year 2025 was $86.9 million, compared to $72.8 million for the first quarter of fiscal year 2024.
•Non-GAAP net income per diluted share for the first quarter of fiscal year 2025 was $2.39, compared to $2.00 for the first quarter of fiscal year 2024.
Business Outlook
Based on information available as of November 4, 2024, Fabrinet is issuing guidance for its second fiscal quarter ending December 27, 2024, as follows:
•Fabrinet expects second quarter revenue to be in the range of $800 million to $820 million.
•GAAP net income per diluted share is expected to be in the range of $2.20 to $2.28, based on approximately 36.4 million fully diluted shares outstanding.
•Non-GAAP net income per diluted share is expected to be in the range of $2.44 to $2.52, based on approximately 36.4 million fully diluted shares outstanding.    
Guidance for non-GAAP net income per diluted share excludes share-based compensation expenses and certain non-recurring items. A reconciliation of non-GAAP net income per diluted share to the corresponding GAAP measure is available at the end of this press release.
Conference Call Information
What:
Fabrinet First Quarter Fiscal Year 2025 Financial Results Call
When:
November 4, 2024
Time:5:00 p.m. ET
Live Call and Replay:
https://investor.fabrinet.com/events-and-presentations/events
A recorded version of this webcast will be available approximately two hours after the call and accessible at http://investor.fabrinet.com. The webcast will be archived on Fabrinet’s website for a period of one year.



About Fabrinet
Fabrinet is a leading provider of advanced optical packaging and precision optical, electro-mechanical, and electronic manufacturing services to original equipment manufacturers of complex products, such as optical communication components, modules and subsystems, automotive components, medical devices, industrial lasers and sensors. Fabrinet offers a broad range of advanced optical and electro-mechanical capabilities across the entire manufacturing process, including process design and engineering, supply chain management, manufacturing, advanced packaging, integration, final assembly and testing. Fabrinet maintains engineering and manufacturing resources and facilities in Thailand, the United States of America, the People’s Republic of China, and Israel. For more information visit: www.fabrinet.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include: (1) our optimism that numerous drivers position us to extend our track record of success into the fiscal second quarter; and (2) all of the statements under the “Business Outlook” section regarding our expected revenue, GAAP and non-GAAP net income per share, and fully diluted shares outstanding for the second quarter of fiscal year 2025. These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: changes in general economic conditions, either globally or in our markets, and the risk of recession or an economic downturn; continued disruption to our supply chain, which could increase our costs and affect our ability to procure parts and materials; less customer demand for our products and services than forecasted; less growth in the optical communications, automotive, industrial lasers and sensors markets than we forecast; difficulties expanding into additional markets, such as the semiconductor processing, biotechnology, metrology and materials processing markets; increased competition in the optical manufacturing services markets; difficulties in delivering products and services that compete effectively from a price and performance perspective; our reliance on a small number of customers and suppliers; difficulties in managing our operating costs; difficulties in managing and operating our business across multiple countries (including Thailand, the People’s Republic of China, Israel and the U.S.); and other important factors as described in reports and documents we file from time to time with the Securities and Exchange Commission (SEC), including the factors described under the section captioned “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on August 20, 2024. We disclaim any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with GAAP, we provide investors with certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. We believe these non-GAAP financial measures provide investors with useful supplemental information to: (1) measure company performance against historical results, (2) facilitate comparisons to our competitors’ operating results, and (3) allow greater transparency with respect to information used by management in making financial and operational decisions. In addition, we use some of these non-GAAP financial measures to measure company performance for the purposes of determining employee incentive plan compensation.
Non-GAAP gross profit, non-GAAP operating profit, non-GAAP net income and non-GAAP net income per diluted share exclude: share-based compensation expenses; severance payment and others; restructuring and other related costs; and amortization of deferred debt issuance costs. We have excluded these items in order to enhance investors’ understanding of our underlying operations.
Non-GAAP free cash flow is net cash provided by (used in) operating activities, minus capital expenditures (purchase of property, plant and equipment). We use free cash flow to measure our ability to generate additional cash from our business operations.
There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. We urge you to review the reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Investor Contact:
Garo Toomajanian
ir@fabrinet.com



FABRINET
CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars, except share data and par value)September 27,
2024		June 28,
2024
(unaudited)
Assets
Current assets
Cash and cash equivalents$400,684 $409,973 
Short-term investments508,193 448,630 
Trade accounts receivable, net of allowance for expected credit losses of $1,954 and $1,629, respectively662,692 592,452 
Inventories440,405 463,206 
Prepaid expenses9,426 10,620 
Other current assets87,538 87,810 
Total current assets2,108,938 2,012,691 
Non-current assets
Property, plant and equipment, net311,241 307,240 
Intangibles, net2,201 2,321 
Operating right-of-use assets5,133 5,336 
Deferred tax assets10,902 10,446 
Other non-current assets598 485 
Total non-current assets330,075 325,828 
Total Assets$2,439,013 $2,338,519 
Liabilities and Shareholders’ Equity
Current liabilities
Trade accounts payable427,892 441,835 
Fixed assets payable10,166 14,380 
Operating lease liabilities, current portion1,416 1,355 
Income tax payable4,377 3,937 
Accrued payroll, bonus and related expenses26,658 22,116 
Accrued expenses30,519 19,916 
Other payables74,950 54,403 
Total current liabilities575,978 557,942 
Non-current liabilities
Deferred tax liability2,023 4,895 
Operating lease liability, non-current portion3,434 3,635 
Severance liabilities28,053 24,093 
Other non-current liabilities2,925 2,209 
Total non-current liabilities36,435 34,832 
Total Liabilities612,413 592,774 
Shareholders’ equity
Preferred shares ($5,000,000 shares authorized, $0.01 par value; no shares issued and outstanding as of September 27, 2024 and June 28, 2024)— — 
Ordinary shares ($500,000,000 shares authorized, $0.01 par value; 39,579,859 shares and 39,457,462 shares issued as of September 27, 2024 and June 28, 2024, respectively; and 36,267,639 shares and 36,145,242 shares outstanding as of September 27, 2024 and June 28, 2024, respectively)396 395 
Additional paid-in capital210,505 222,044 
Less: Treasury shares (3,312,220 shares as of September 27, 2024 and June 28, 2024)(234,323)(234,323)
Accumulated other comprehensive income (loss)11,858 (3,141)
Retained earnings1,838,164 1,760,770 
Total Shareholders’ Equity1,826,600 1,745,745 
Total Liabilities and Shareholders’ Equity$2,439,013 $2,338,519 







FABRINET
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended
(in thousands of U.S. dollars, except per share data)September 27,
2024		September 29,
2023
Revenues$804,228 $685,477 
Cost of revenues(705,202)(601,073)
        Gross profit99,026 84,404 
Selling, general and administrative expenses(22,031)(20,429)
Restructuring and other related costs(57)— 
Operating income76,938 63,975 
Interest income10,933 5,898 
Interest expense— (45)
Foreign exchange gain (loss), net(7,095)415 
Other income (expense), net(19)(80)
Income before income taxes80,757 70,163 
Income tax expense(3,363)(5,074)
Net income77,394 65,089 
Other comprehensive income (loss), net of tax:
       Change in net unrealized gain (loss) on available-for-sale securities6,818 948 
       Change in net unrealized gain (loss) on derivative instruments8,533 (561)
       Change in net retirement benefits plan – prior service cost— 126 
       Change in foreign currency translation adjustment(352)100 
Total other comprehensive income (loss), net of tax14,999 613 
Net comprehensive income$92,393 $65,702 
Earnings per share
       Basic$2.14 $1.80 
       Diluted$2.13 $1.78 
Weighted-average number of ordinary shares outstanding (in thousands of shares)
       Basic36,203 36,256 
       Diluted36,408 36,481 











FABRINET
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended
(in thousands of U.S. dollars)September 27,
2024		September 29,
2023
Cash flows from operating activities
Net income for the period$77,394 $65,089 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization12,752 11,961 
(Gain) loss on disposal of property, plant and equipment and intangibles10 12 
Amortization of discount (premium) of short-term investments(1,087)(596)
(Reversal of) allowance for expected credit losses325 803 
Unrealized loss (gain) on exchange rate and fair value of foreign currency forward contracts6,204 (52)
Amortization of fair value at hedge inception of interest rate swaps— (88)
Share-based compensation8,682 7,733 
Deferred income tax expense (benefit)(2,721)1,377 
Other non-cash expenses9 222 
Changes in operating assets and liabilities
Trade accounts receivable(69,396)(4,138)
Inventories22,801 79,481 
Other current assets and non-current assets1,205 3,238 
Trade accounts payable(17,412)(24,397)
Income tax payable467 963 
Accrued expenses21,902 2,668 
Other payables18,236 543 
Severance liabilities639 706 
Other current liabilities and non-current liabilities3,172 (476)
Net cash provided by operating activities83,182 145,049 
Cash flows from investing activities
Purchase of short-term investments(95,572)(77,692)
Proceeds from maturities of short-term investments43,914 35,909 
Purchase of property, plant and equipment(20,250)(11,435)
Purchase of intangibles(122)(180)
Proceeds from disposal of property, plant and equipment36 318 
Net cash used in investing activities(71,994)(53,080)
Cash flows from financing activities
Repayment of long-term borrowings— (3,047)
Withholding tax related to net share settlement of restricted share units(20,220)(12,147)
Net cash used in financing activities(20,220)(15,194)
Net increase (decrease) in cash and cash equivalents$(9,032)$76,775 
Movement in cash and cash equivalents
Cash and cash equivalents at the beginning of period$409,973 $231,368 
Increase (decrease) in cash and cash equivalents(9,032)76,775 
Effect of exchange rate on cash and cash equivalents(257)195 
Cash and cash equivalents at the end of period$400,684 $308,338 
Non-cash investing and financing activities
Construction, software and equipment-related payables$10,166 $9,313 



FABRINET
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES (UNAUDITED)

Reconciliation of GAAP Gross Profit and GAAP Gross Margin to Non-GAAP Gross Profit and Non-GAAP Gross Margin

Three Months Ended
(in thousands of U.S. dollars)September 27,
2024		September 29,
2023
Revenues$804,228 $685,477 
Gross profit (GAAP)$99,026 12.3 %$84,404 12.3 %
Share-based compensation expenses2,898 2,165 
Gross profit (Non-GAAP)$101,924 12.7 %$86,569 12.6 %



Reconciliation of GAAP Operating Profit and GAAP Operating Margin to Non-GAAP Operating Profit and Non-GAAP Operating Margin

Three Months Ended
(in thousands of U.S. dollars)September 27,
2024		September 29,
2023
Revenues$804,228 $685,477 
Operating profit (GAAP)$76,938 9.6 %$63,975 9.3 %
Share-based compensation expenses8,682 7,733 
Severance payment and others730 — 
Restructuring and other related costs57 — 
Operating profit (Non-GAAP)$86,407 10.7 %$71,708 10.5 %



FABRINET
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES (UNAUDITED)

Reconciliation of GAAP Net Income and EPS to Non-GAAP Net Income and EPS

Three Months Ended
September 27,
2024		September 29,
2023
(in thousands of U.S. dollars, except per share data)Net incomeDiluted EPSNet incomeDiluted EPS
GAAP measures$77,394 $2.13 $65,089 $1.78 
Items reconciling GAAP net income & EPS to non-GAAP net income & EPS:
Related to cost of revenues:
Share-based compensation expenses2,898 0.08 2,165 0.06 
Total related to cost of revenues2,898 0.08 2,165 0.06 
Related to selling, general and administrative expenses:
Share-based compensation expenses5,784 0.16 5,568 0.16 
Severance payment and others730 0.02 — — 
Total related to selling, general and administrative expenses6,514 0.18 5,568 0.16 
Related to other income and expense:
Restructuring and other related costs57 0.00 — — 
Amortization of deferred debt issuance costs— — 8 0.00 
Total related to other income and expense57 0.00 8 0.00 
Total related to net income & EPS9,469 0.26 7,741 0.22 
Non-GAAP measures$86,863 $2.39 $72,830 $2.00 
Shares used in computing diluted net income per share (in thousands of shares)
GAAP diluted shares36,408 36,481 
Non-GAAP diluted shares36,408 36,481 



FABRINET
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)
(in thousands of U.S. dollars)Three Months Ended
September 27,
2024		September 29,
2023
Net cash provided by operating activities$83,182 $145,049 
Less: Purchase of property, plant and equipment(20,250)(11,435)
Non-GAAP free cash flow$62,932 $133,614 

FABRINET
GUIDANCE FOR QUARTER ENDING DECEMBER 27, 2024
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
Diluted
EPS
GAAP net income per diluted share
$2.20 to $2.28
Related to cost of revenues:
Share-based compensation expenses0.08
Total related to cost of revenues0.08
Related to selling, general and administrative expenses:
Share-based compensation expenses0.16
Total related to selling, general and administrative expenses0.16
Total related to net income & EPS0.24
Non-GAAP net income per diluted share
$2.44 to $2.52

v3.24.3
Cover
Nov. 04, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 04, 2024
Entity Registrant Name Fabrinet
Entity Incorporation, State or Country Code E9
Entity File Number 001-34775
Entity Tax Identification Number 98-1228572
Entity Address, Address Line One c/o Intertrust Corporate Services
Entity Address, City or Town Grand Cayman
Entity Address, Postal Zip Code KY1-9005
Entity Address, Country KY
City Area Code 66 2
Local Phone Number 524-9600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares, $0.01 par value
Trading Symbol FN
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001408710
Entity Addresses [Line Items]  
Entity Address, City or Town Grand Cayman
Entity Address, Country KY
Entity Address, Address Line Two One Nexus Way, Camana Bay
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