0001408710FALSE00014087102024-02-052024-02-05

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)
February 5, 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 February 5, 2024, Fabrinet issued a press release regarding its financial results for its fiscal quarter ended December 29, 2023. 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: February 5, 2024



Exhibit 99.1
Fabrinet Announces Second Quarter Fiscal Year 2024 Financial Results
•Exceeds Guidance Ranges with Record Revenue and Net Income Per Share
BANGKOK, Thailand – February 5, 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 second fiscal quarter ended December 29, 2023.

Seamus Grady, Chief Executive Officer of Fabrinet, said, “Our strong second quarter results exceeded our guidance ranges and also represented record levels for revenue and net income per share. We continued to see strong datacom revenue growth, which helped drive our overall top line performance. We remain confident that newer datacom programs will significantly contribute to our results as we look ahead. Telecom revenue moderated by a smaller amount than anticipated in the quarter, and we are optimistic that the impact of ongoing inventory adjustments in the telecom market could continue to diminish. With continued business momentum, we are well-positioned to extend our track record of strong execution into the third quarter.”
Second Quarter Fiscal Year 2024 Financial Highlights
GAAP Results
•Revenue for the second quarter of fiscal year 2024 was $712.7 million, compared to $668.7 million for the second quarter of fiscal year 2023.
•GAAP net income for the second quarter of fiscal year 2024 was $69.1 million, compared to $63.2 million for the second quarter of fiscal year 2023.
•GAAP net income per diluted share for the second quarter of fiscal year 2024 was $1.89, compared to $1.71 for the second quarter of fiscal year 2023.
Non-GAAP Results
•Non-GAAP net income for the second quarter of fiscal year 2024 was $76.1 million, compared to $70.0 million for the second quarter of fiscal year 2023.
•Non-GAAP net income per diluted share for the second quarter of fiscal year 2024 was $2.08, compared to $1.90 for the second quarter of fiscal year 2023.
Business Outlook
Based on information available as of February 5, 2024, Fabrinet is issuing guidance for its third fiscal quarter ending March 29, 2024, as follows:
•Fabrinet expects third quarter revenue to be in the range of $705 million to $725 million.
•GAAP net income per diluted share is expected to be in the range of $1.89 to $1.96, based on approximately 36.6 million fully diluted shares outstanding.
•Non-GAAP net income per diluted share is expected to be in the range of $2.08 to $2.15, based on approximately 36.6 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 Second Quarter Fiscal Year 2024 Financial Results Call
When:
February 5, 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 focuses on production of high complexity products in any mix and any volume. 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
“Safe Harbor” Statement Under U.S. Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include: (1) our confidence that newer datacom programs will significantly contribute to future results; (2) our optimism that the impact of ongoing inventory adjustments in the telecom market could continue to diminish; (3) our ability to extend our strong execution into the third quarter of fiscal year 2024; and (4) 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 third quarter of fiscal year 2024. 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, 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 Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023. We disclaim any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.
Use of Non-GAAP Financials
We refer to the non-GAAP financial measures cited above in making operating decisions because they provide meaningful supplemental information regarding our ongoing operational performance. Non-GAAP net income excludes: share-based compensation expenses; amortization of intangibles; and amortization of deferred debt issuance costs. We have excluded these items in order to enhance investors’ understanding of our underlying operations. The use of these non-GAAP financial measures has material limitations because they should not be used to evaluate our company without reference to their corresponding GAAP financial measures. As such, we compensate for these material limitations by using these non-GAAP financial measures in conjunction with GAAP financial measures.
These non-GAAP financial measures are used 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, some of these non-GAAP financial measures are used to measure company performance for the purposes of determining employee incentive plan compensation.
Investor Contact:
Garo Toomajanian
ir@fabrinet.com



FABRINET
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(in thousands of U.S. dollars, except share data and par value)December 29,
2023		June 30,
2023
Assets
Current assets
Cash and cash equivalents$334,053 $231,368 
Short-term investments406,540 319,100 
Trade accounts receivable, net of allowance for expected credit losses of $2,741 and $965, respectively584,614 531,767 
Inventories414,758 519,576 
Prepaid expenses5,952 7,849 
Other current assets60,446 42,880 
Total current assets1,806,363 1,652,540 
Non-current assets
Property, plant and equipment, net306,019 310,350 
Intangibles, net2,549 2,394 
Operating right-of-use assets5,767 1,634 
Deferred tax assets11,804 12,095 
Other non-current assets636 635 
Total non-current assets326,775 327,108 
Total Assets$2,133,138 $1,979,648 
Liabilities and Shareholders’ Equity
Current liabilities
Long-term borrowings, current portion, net$6,078 $12,156 
Trade accounts payable376,556 381,129 
Fixed assets payable12,983 13,526 
Operating lease liabilities, current portion1,425 1,201 
Income tax payable7,581 6,024 
Accrued payroll, bonus and related expenses20,174 23,748 
Accrued expenses16,119 20,447 
Other payables45,861 23,654 
Total current liabilities486,777 481,885 
Non-current liabilities
Deferred tax liability4,546 4,799 
Operating lease liability, non-current portion3,956 66 
Severance liabilities24,505 22,159 
Other non-current liabilities1,972 2,081 
Total non-current liabilities34,979 29,105 
Total Liabilities521,756 510,990 
Shareholders’ equity
Preferred shares (5,000,000 shares authorized, $0.01 par value; no shares issued and outstanding as of December 29, 2023 and June 30, 2023)— — 
Ordinary shares (500,000,000 shares authorized, $0.01 par value; 39,435,354 shares and 39,284,176 shares issued as of December 29, 2023 and June 30, 2023, respectively; and 36,296,621 shares and 36,183,682 shares outstanding as of December 29, 2023 and June 30, 2023, respectively)394 393 
Additional paid-in capital209,208 206,624 
Less: Treasury shares (3,138,733 shares and 3,100,494 shares as of December 29, 2023 and June 30, 2023, respectively)(201,205)(194,833)
Accumulated other comprehensive income (loss)4,197 (8,115)
Retained earnings1,598,788 1,464,589 
Total Shareholders’ Equity1,611,382 1,468,658 
Total Liabilities and Shareholders’ Equity$2,133,138 $1,979,648 







FABRINET
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited)

Three Months EndedSix Months Ended
(in thousands of U.S. dollars, except per share data)December 29,
2023		December 30,
2022		December 29,
2023		December 30,
2022
Revenues$712,694 $668,656 $1,398,171 $1,324,085 
Cost of revenues(624,364)(583,441)(1,225,437)(1,156,114)
        Gross profit88,330 85,215 172,734 167,971 
Selling, general and administrative expenses(19,316)(18,930)(39,745)(39,495)
Operating income69,014 66,285 132,989 128,476 
Interest income7,748 2,334 13,646 3,893 
Interest expense(36)(389)(81)(780)
Foreign exchange gain (loss), net(3,788)(3,904)(3,373)(1,819)
Other income (expense), net(35)(68)(115)(209)
Income before income taxes72,903 64,258 143,066 129,561 
Income tax expense(3,793)(1,101)(8,867)(1,789)
Net income69,110 63,157 134,199 127,772 
Other comprehensive income (loss), net of tax:
       Change in net unrealized gain (loss) on available-for-sale securities2,946 1,183 3,894 (278)
       Change in net unrealized gain (loss) on derivative instruments8,951 11,188 8,390 9,970 
       Change in net retirement benefits plan – prior service cost8 57 134 225 
       Change in foreign currency translation adjustment(206)(84)(106)162 
Total other comprehensive income (loss), net of tax11,699 12,344 12,312 10,079 
Net comprehensive income$80,809 $75,501 $146,511 $137,851 
Earnings per share
       Basic$1.90 $1.73 $3.70 $3.50 
       Diluted$1.89 $1.71 $3.67 $3.47 
Weighted-average number of ordinary shares outstanding (thousands of shares)
       Basic36,328 36,589 36,292 36,558 
       Diluted36,639 36,939 36,560 36,848 











FABRINET
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Six Months Ended
(in thousands of U.S. dollars)December 29,
2023		December 30,
2022
Cash flows from operating activities
Net income for the period$134,199 $127,772 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization24,186 21,596 
(Gain) loss on disposal and impairment of property, plant and equipment and intangibles(111)(337)
(Gain) loss from sales and maturities of available-for-sale securities(1)92 
Amortization of discount (premium) of short-term investments(1,397)565 
(Reversal of) allowance for expected credit losses1,776 251 
Unrealized loss (gain) on exchange rate and fair value of foreign currency forward contracts3,287 3,086 
Amortization of fair value at hedge inception of interest rate swaps(154)(346)
Share-based compensation14,714 14,498 
Deferred income tax1,117 (1,338)
Other non-cash expenses90 (305)
Changes in operating assets and liabilities
Trade accounts receivable(53,873)(80,054)
Inventories104,818 20,475 
Other current assets and non-current assets(16,360)(11,837)
Trade accounts payable(6,980)(4,176)
Income tax payable1,531 (577)
Severance liabilities1,395 1,269 
Other current liabilities and non-current liabilities20,977 14,466 
Net cash provided by operating activities229,214 105,100 
Cash flows from investing activities
Purchase of short-term investments(164,971)(74,482)
Proceeds from sales of short-term investments10,000 30,000 
Proceeds from maturities of short-term investments72,824 46,925 
Purchase of property, plant and equipment(21,236)(23,643)
Purchase of intangibles(518)(412)
Proceeds from disposal of property, plant and equipment2,048 32 
Net cash used in investing activities(101,853)(21,580)
Cash flows from financing activities
Repayment of long-term borrowings(6,094)(9,140)
Repayment of finance lease liability— (5)
Repurchase of ordinary shares(6,372)(5,104)
Withholding tax related to net share settlement of restricted share units(12,352)(16,796)
Net cash used in financing activities(24,818)(31,045)
Net increase (decrease) in cash, cash equivalents and restricted cash$102,543 $52,475 
Movement in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at the beginning of period$231,368 $198,365 
Increase (decrease) in cash, cash equivalents and restricted cash102,543 52,475 
Effect of exchange rate on cash, cash equivalents and restricted cash142 (11)
Cash, cash equivalents and restricted cash at the end of period$334,053 $250,829 
Non-cash investing and financing activities
Construction, software and equipment-related payables$12,983 $18,920 



FABRINET
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

Three Months EndedSix Months Ended
December 29,
2023		December 30,
2022		December 29,
2023		December 30,
2022
(in thousands of U.S. dollars, except share data)Net incomeDiluted EPSNet incomeDiluted EPSNet incomeDiluted EPSNet incomeDiluted EPS
GAAP measures$69,110 $1.89 $63,157 $1.71 $134,199 $3.67 $127,772 $3.47 
Items reconciling GAAP net income & EPS to non-GAAP net income & EPS:
Related to cost of revenues:
Share-based compensation expenses1,701 0.05 1,660 0.05 3,866 0.11 3,576 0.10 
Total related to gross profit1,701 0.05 1,660 0.05 3,866 0.11 3,576 0.10 
Related to selling, general and administrative expenses:
Share-based compensation expenses5,280 0.14 5,115 0.14 10,848 0.30 10,922 0.29 
Amortization of intangibles— — 71 0.00 — — 154 0.01 
Total related to selling, general and administrative expenses5,280 0.14 5,186 0.14 10,848 0.30 11,076 0.30 
Related to other income and expense:
Amortization of deferred debt issuance costs8 0.00 8 0.00 16 0.00 16 0.00 
Total related to other income and expense8 0.00 8 0.00 16 0.00 16 0.00 
Total related to net income & EPS6,989 0.19 6,854 0.19 14,730 0.41 14,668 0.40 
Non-GAAP measures$76,099 $2.08 $70,011 $1.90 $148,929 $4.08 $142,440 $3.87 
Shares used in computing diluted net income per share
GAAP diluted shares36,639 36,939 36,560 36,848 
Non-GAAP diluted shares36,639 36,939 36,560 36,848 



FABRINET
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
(in thousands)Three Months EndedSix Months Ended
December 29,
2023		December 30,
2022		December 29,
2023		December 30,
2022
Net cash provided by operating activities$84,165 $44,466 $229,214 $105,100 
Less: Purchase of property, plant and equipment(9,801)(13,385)(21,236)(23,643)
Non-GAAP free cash flow$74,364 $31,081 $207,978 $81,457 

FABRINET
GUIDANCE FOR QUARTER ENDING MARCH 29, 2024
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
Diluted
EPS
GAAP net income per diluted share:
$1.89 to $1.96
Related to cost of revenues:
Share-based compensation expenses0.05
Total related to gross profit0.05
Related to selling, general and administrative expenses:
Share-based compensation expenses0.14
Total related to selling, general and administrative expenses0.14
Total related to net income & EPS0.19
Non-GAAP net income per diluted share
$2.08 to $2.15


v3.24.0.1
Cover
Feb. 05, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 05, 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 One Nexus Way, Camana Bay
Entity Address, Region 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
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