0001408710FALSE00014087102025-02-032025-02-03

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 3, 2025
______________________
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 3, 2025, Fabrinet issued a press release regarding its financial results for its fiscal quarter ended December 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: February 3, 2025



Exhibit 99.1
Fabrinet Announces Second Quarter Fiscal Year 2025 Financial Results
•Record Second Quarter Revenue and Earnings Per Share Above Guidance Ranges
BANGKOK, Thailand – February 3, 2025 – 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 27, 2024.

Seamus Grady, Chief Executive Officer of Fabrinet, said, “With continued business momentum, we exceeded our guidance for revenue and net income per share in the second quarter. Our telecom performance was very strong and benefited from both increasing demand for datacenter interconnect products as well as early progress from recent systems wins. While datacom demand has slightly moderated near-term we continue to anticipate more rapid growth as next-generation products ramp production. With several positive trends, we are very optimistic as we look to the third quarter and beyond.”
Second Quarter Fiscal Year 2025 Financial Highlights
GAAP Results
•Revenue for the second quarter of fiscal year 2025 was $833.6 million, compared to $712.7 million for the second quarter of fiscal year 2024.
•GAAP net income for the second quarter of fiscal year 2025 was $86.6 million, compared to $69.1 million for the second quarter of fiscal year 2024.
•GAAP net income per diluted share for the second quarter of fiscal year 2025 was $2.38, compared to $1.89 for the second quarter of fiscal year 2024.
Non-GAAP Results
•Non-GAAP net income for the second quarter of fiscal year 2025 was $95.1 million, compared to $76.1 million for the second quarter of fiscal year 2024.
•Non-GAAP net income per diluted share for the second quarter of fiscal year 2025 was $2.61, compared to $2.08 for the second quarter of fiscal year 2024.
Share Repurchase Program Expanded
Fabrinet also announced that its Board of Directors has approved an expansion of its share repurchase program, authorizing the repurchase of up to an additional $100.0 million of Fabrinet’s ordinary shares. The addition brings the aggregate authorization under Fabrinet’s existing share repurchase program to $534.3 million.
Business Outlook
Based on information available as of February 3, 2025, Fabrinet is issuing guidance for its third fiscal quarter ending March 28, 2025, as follows:
•Fabrinet expects third quarter revenue to be in the range of $850 million to $870 million.
•GAAP net income per diluted share is expected to be in the range of $2.32 to $2.40, based on approximately 36.3 million fully diluted shares outstanding.
•Non-GAAP net income per diluted share is expected to be in the range of $2.55 to $2.63, based on approximately 36.3 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 2025 Financial Results Call
When:
February 3, 2025
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
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include: (1) our anticipation that datacom revenue will see more rapid growth as next-generation products ramp production; 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 third 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 Quarterly Report on Form 10-Q filed with the SEC on November 5, 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)December 27,
2024		June 28,
2024
(unaudited)
Assets
Current assets
Cash and cash equivalents$403,662 $409,973 
Short-term investments530,969 448,630 
Trade accounts receivable, net of allowance for expected credit losses of $1,245 and $1,629, respectively680,094 592,452 
Inventories489,159 463,206 
Prepaid expenses17,734 10,620 
Other current assets77,394 87,810 
Total current assets2,199,012 2,012,691 
Non-current assets
Property, plant and equipment, net323,648 307,240 
Intangibles, net2,062 2,321 
Operating right-of-use assets6,397 5,336 
Deferred tax assets10,694 10,446 
Other non-current assets592 485 
Total non-current assets343,393 325,828 
Total Assets$2,542,405 $2,338,519 
Liabilities and Shareholders’ Equity
Current liabilities
Trade accounts payable529,016 441,835 
Fixed assets payable20,594 14,380 
Operating lease liabilities, current portion1,676 1,355 
Income tax payable8,214 3,937 
Accrued payroll, bonus and related expenses20,598 22,116 
Accrued expenses29,112 19,916 
Other payables53,950 54,403 
Total current liabilities663,160 557,942 
Non-current liabilities
Deferred tax liability1,039 4,895 
Operating lease liability, non-current portion4,417 3,635 
Severance liabilities27,572 24,093 
Other non-current liabilities3,246 2,209 
Total non-current liabilities36,274 34,832 
Total Liabilities699,434 592,774 
Shareholders’ equity
Preferred shares (5,000,000 shares authorized, $0.01 par value; no shares issued and outstanding as of December 27, 2024 and June 28, 2024)
— — 
Ordinary shares (500,000,000 shares authorized, $0.01 par value; 39,585,188 shares and 39,457,462 shares issued as of December 27, 2024 and June 28, 2024, respectively; and 35,981,188 shares and 36,145,242 shares outstanding as of December 27, 2024 and June 28, 2024, respectively)
396 395 
Additional paid-in capital218,449 222,044 
Less: Treasury shares (3,604,000 shares and 3,312,220 shares as of December 27, 2024 and June 28, 2024, respectively)(303,023)(234,323)
Accumulated other comprehensive income (loss)2,349 (3,141)
Retained earnings1,924,800 1,760,770 
Total Shareholders’ Equity1,842,971 1,745,745 
Total Liabilities and Shareholders’ Equity$2,542,405 $2,338,519 







FABRINET
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

Three Months EndedSix Months Ended
(in thousands of U.S. dollars, except per share data)December 27,
2024		December 29,
2023		December 27,
2024		December 29,
2023
Revenues$833,608 $712,694 $1,637,836 $1,398,171 
Cost of revenues(732,759)(624,364)(1,437,961)(1,225,437)
        Gross profit100,849 88,330 199,875 172,734 
Selling, general and administrative expenses(21,206)(19,316)(43,237)(39,745)
Restructuring and other related costs(46)— (103)— 
Operating income79,597 69,014 156,535 132,989 
Interest income11,314 7,748 22,247 13,646 
Interest expense— (36)— (81)
Foreign exchange gain (loss), net4,042 (3,788)(3,053)(3,373)
Other income (expense), net(62)(35)(81)(115)
Income before income taxes94,891 72,903 175,648 143,066 
Income tax expense(8,255)(3,793)(11,618)(8,867)
Net income86,636 69,110 164,030 134,199 
Other comprehensive income (loss), net of tax:
       Change in net unrealized gain (loss) on available-for-sale securities(521)2,946 6,297 3,894 
       Change in net unrealized gain (loss) on derivative instruments(9,416)8,951 (883)8,390 
       Change in net retirement benefits plan – prior service cost— 8 — 134 
       Change in foreign currency translation adjustment428 (206)76 (106)
Total other comprehensive income (loss), net of tax(9,509)11,699 5,490 12,312 
Net comprehensive income$77,127 $80,809 $169,520 $146,511 
Earnings per share
       Basic$2.40 $1.90 $4.53 $3.70 
       Diluted$2.38 $1.89 $4.51 $3.67 
Weighted-average number of ordinary shares outstanding (in thousands of shares)
       Basic36,163 36,328 36,183 36,292 
       Diluted36,402 36,639 36,405 36,560 











FABRINET
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
(in thousands of U.S. dollars)December 27,
2024		December 29,
2023
Cash flows from operating activities
Net income for the period$164,030 $134,199 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization25,796 24,186 
(Gain) loss on disposal of property, plant and equipment and intangibles(37)(111)
Amortization of discount (premium) of short-term investments(2,225)(1,397)
(Reversal of) allowance for expected credit losses(384)1,776 
Unrealized loss (gain) on exchange rate and fair value of foreign currency forward contracts1,345 3,287 
Amortization of fair value at hedge inception of interest rate swaps— (154)
Share-based compensation17,120 14,714 
Deferred income tax expense (benefit)(3,493)1,117 
Other non-cash expenses30 89 
Changes in operating assets and liabilities
Trade accounts receivable(87,178)(53,873)
Inventories(25,953)104,818 
Other current assets and non-current assets9,536 (16,360)
Trade accounts payable88,272 (6,980)
Income tax payable4,304 1,531 
Accrued expenses8,124 4,272 
Other payables186 20,700 
Severance liabilities1,565 1,395 
Other current liabilities and non-current liabilities(1,952)(3,995)
Net cash provided by operating activities199,086 229,214 
Cash flows from investing activities
Purchase of short-term investments(155,936)(164,971)
Proceeds from sales of short-term investments— 10,000 
Proceeds from maturities of short-term investments82,129 72,824 
Purchase of property, plant and equipment(42,150)(21,236)
Purchase of intangibles(227)(518)
Proceeds from disposal of property, plant and equipment110 2,048 
Net cash used in investing activities(116,074)(101,853)
Cash flows from financing activities
Repayment of long-term borrowings— (6,094)
Repurchase of ordinary shares(68,700)(6,372)
Withholding tax related to net share settlement of restricted share units(20,714)(12,352)
Net cash used in financing activities(89,414)(24,818)
Net increase (decrease) in cash and cash equivalents$(6,402)$102,543 
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(6,402)102,543 
Effect of exchange rate on cash and cash equivalents91 142 
Cash and cash equivalents at the end of period$403,662 $334,053 
Non-cash investing and financing activities
Construction, software and equipment-related payables$20,594 $12,983 






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 EndedSix Months Ended
(in thousands of U.S. dollars)December 27,
2024		December 29,
2023		December 27,
2024		December 29,
2023
Revenues$833,608 $712,694 $1,637,836 $1,398,171 
Gross profit (GAAP)$100,849 12.1 %$88,330 12.4 %$199,875 12.2 %$172,734 12.4 %
Share-based compensation expenses2,764 1,701 5,662 3,866 
Gross profit (Non-GAAP)$103,613 12.4 %$90,031 12.6 %$205,537 12.5 %$176,600 12.6 %



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

Three Months EndedSix Months Ended
(in thousands of U.S. dollars)December 27,
2024		December 29,
2023		December 27,
2024		December 29,
2023
Revenues$833,608 $712,694 $1,637,836 $1,398,171 
Operating profit (GAAP)$79,597 9.5 %$69,014 9.7 %$156,535 9.6 %$132,989 9.5 %
Share-based compensation expenses8,438 6,981 17,120 14,714 
Severance payment and others18 — 748 — 
Restructuring and other related costs46 — 103 — 
Operating profit (Non-GAAP)$88,099 10.6 %$75,995 10.7 %$174,506 10.7 %$147,703 10.6 %



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 EndedSix Months Ended
December 27,
2024		December 29,
2023		December 27,
2024		December 29,
2023
(in thousands of U.S. dollars, except per share data)Net incomeDiluted EPSNet incomeDiluted EPSNet incomeDiluted EPSNet incomeDiluted EPS
GAAP measures$86,636 $2.38 $69,110 $1.89 $164,030 $4.51 $134,199 $3.67 
Items reconciling GAAP net income & EPS to non-GAAP net income & EPS:
Related to cost of revenues:
Share-based compensation expenses2,764 0.08 1,701 0.05 5,662 0.16 3,866 0.11 
Total related to cost of revenues2,764 0.08 1,701 0.05 5,662 0.16 3,866 0.11 
Related to selling, general and administrative expenses:
Share-based compensation expenses5,674 0.15 5,280 0.14 11,458 0.31 10,848 0.30 
Severance payment and others18 0.00 — — 748 0.02 — — 
Total related to selling, general and administrative expenses5,692 0.15 5,280 0.14 12,206 0.33 10,848 0.30 
Related to other income and expense:
Restructuring and other related costs46 0.00 — — 103 0.00 — — 
Amortization of deferred debt issuance costs— — 8 0.00 — — 16 0.00 
Total related to other income and expense46 0.00 8 0.00 103 0.00 16 0.00 
Total related to net income & EPS8,502 0.23 6,989 0.19 17,971 0.49 14,730 0.41 
Non-GAAP measures$95,138 $2.61 $76,099 $2.08 $182,001 $5.00 $148,929 $4.08 
Shares used in computing diluted net income per share (in thousands of shares)
GAAP diluted shares36,402 36,639 36,405 36,560 
Non-GAAP diluted shares36,402 36,639 36,405 36,560 



FABRINET
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)
(in thousands of U.S. dollars)Three Months EndedSix Months Ended
December 27,
2024		December 29,
2023		December 27,
2024		December 29,
2023
Net cash provided by operating activities$115,904 $84,165 $199,086 $229,214 
Less: Purchase of property, plant and equipment(21,900)(9,801)(42,150)(21,236)
Non-GAAP free cash flow$94,004 $74,364 $156,936 $207,978 

FABRINET
GUIDANCE FOR QUARTER ENDING MARCH 28, 2025
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
Diluted
EPS
GAAP net income per diluted share
$2.32 to $2.40
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 expenses0.15
Total related to selling, general and administrative expenses0.15
Total related to net income & EPS0.23
Non-GAAP net income per diluted share
$2.55 to $2.63

v3.25.0.1
Cover
Feb. 03, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 03, 2025
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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