Form 8-K - Current report

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 Islands			001-34775			98-1228572
(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)

[phone]

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, $0.01 par value

FN

New 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. ☐

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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						Press release dated November 4, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

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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

[e-mail]

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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 investments			508,193						448,630
Trade accounts receivable, net of allowance for expected credit losses of $1,954 and $1,629, respectively			662,692						592,452
Inventories			440,405						463,206
Prepaid expenses			9,426						10,620
Other current assets			87,538						87,810
Total current assets			2,108,938						2,012,691
Non-current assets
Property, plant and equipment, net			311,241						307,240
Intangibles, net			2,201						2,321
Operating right-of-use assets			5,133						5,336
Deferred tax assets			10,902						10,446
Other non-current assets			598						485
Total non-current assets			330,075						325,828
Total Assets			$	2,439,013					$	2,338,519
Liabilities and Shareholders’ Equity
Current liabilities
Trade accounts payable			427,892						441,835
Fixed assets payable			10,166						14,380
Operating lease liabilities, current portion			1,416						1,355
Income tax payable			4,377						3,937
Accrued payroll, bonus and related expenses			26,658						22,116
Accrued expenses			30,519						19,916
Other payables			74,950						54,403
Total current liabilities			575,978						557,942
Non-current liabilities
Deferred tax liability			2,023						4,895
Operating lease liability, non-current portion			3,434						3,635
Severance liabilities			28,053						24,093
Other non-current liabilities			2,925						2,209
Total non-current liabilities			36,435						34,832
Total Liabilities			612,413						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 capital			210,505						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 earnings			1,838,164						1,760,770
Total Shareholders’ Equity			1,826,600						1,745,745
Total Liabilities and Shareholders’ Equity			$	2,439,013					$	2,338,519

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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 profit															99,026						84,404
Selling, general and administrative expenses															(22,031)						(20,429)
Restructuring and other related costs															(57)						—
Operating income															76,938						63,975
Interest income															10,933						5,898
Interest expense															—						(45)
Foreign exchange gain (loss), net															(7,095)						415
Other income (expense), net															(19)						(80)
Income before income taxes															80,757						70,163
Income tax expense															(3,363)						(5,074)
Net income															77,394						65,089
Other comprehensive income (loss), net of tax:
Change in net unrealized gain (loss) on available-for-sale securities															6,818						948
Change in net unrealized gain (loss) on derivative instruments															8,533						(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 tax															14,999						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)
Basic															36,203						36,256
Diluted															36,408						36,481

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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 amortization			12,752						11,961
(Gain) loss on disposal of property, plant and equipment and intangibles			10						12
Amortization of discount (premium) of short-term investments			(1,087)						(596)
(Reversal of) allowance for expected credit losses			325						803
Unrealized loss (gain) on exchange rate and fair value of foreign currency forward contracts			6,204						(52)
Amortization of fair value at hedge inception of interest rate swaps			—						(88)
Share-based compensation			8,682						7,733
Deferred income tax expense (benefit)			(2,721)						1,377
Other non-cash expenses			9						222
Changes in operating assets and liabilities
Trade accounts receivable			(69,396)						(4,138)
Inventories			22,801						79,481
Other current assets and non-current assets			1,205						3,238
Trade accounts payable			(17,412)						(24,397)
Income tax payable			467						963
Accrued expenses			21,902						2,668
Other payables			18,236						543
Severance liabilities			639						706
Other current liabilities and non-current liabilities			3,172						(476)
Net cash provided by operating activities			83,182						145,049
Cash flows from investing activities
Purchase of short-term investments			(95,572)						(77,692)
Proceeds from maturities of short-term investments			43,914						35,909
Purchase of property, plant and equipment			(20,250)						(11,435)
Purchase of intangibles			(122)						(180)
Proceeds from disposal of property, plant and equipment			36						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

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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 expenses																											2,898												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 expenses																											8,682												7,733
Severance payment and others																											730												—
Restructuring and other related costs																											57												—
Operating profit (Non-GAAP)																											$	86,407					10.7		%				$	71,708					10.5		%

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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 income						Diluted EPS						Net income						Diluted 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 expenses																											2,898						0.08						2,165						0.06
Total related to cost of revenues																											2,898						0.08						2,165						0.06
Related to selling, general and administrative expenses:
Share-based compensation expenses																											5,784						0.16						5,568						0.16
Severance payment and others																											730						0.02						—						—
Total related to selling, general and administrative expenses																											6,514						0.18						5,568						0.16
Related to other income and expense:
Restructuring and other related costs																											57						0.00						—						—
Amortization of deferred debt issuance costs																											—						—						8						0.00
Total related to other income and expense																											57						0.00						8						0.00
Total related to net income & EPS																											9,469						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 shares																																	36,408												36,481
Non-GAAP diluted shares																																	36,408												36,481

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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 expenses			0.08
Total related to cost of revenues			0.08
Related to selling, general and administrative expenses:
Share-based compensation expenses			0.16
Total related to selling, general and administrative expenses			0.16
Total related to net income & EPS			0.24
Non-GAAP net income per diluted share			$2.44 to $2.52

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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