8-K

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)

August 19, 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)

+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 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. ☐

Item 2.02    Results of Operations and Financial Condition.

On August 19, 2024, Fabrinet (“Fabrinet” or the “Company”) issued a press release regarding its financial results for its fiscal quarter and year ended June 28, 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Fiscal 2025 Executive Incentive Plan

On August 13, 2024, the Compensation Committee (the “Compensation Committee”) of the board of directors of Fabrinet adopted an executive incentive plan (the “Cash Bonus Plan”) for the Company’s fiscal year ending June 27, 2025 (“fiscal 2025”). The Cash Bonus Plan is an incentive program designed to motivate participants to achieve the Company’s financial objectives, and to reward them for their achievements when those objectives are met. All of the Company’s executive officers pursuant to Section 16 of the Exchange Act are eligible to participate in the Cash Bonus Plan (individually, a “Participant,” and collectively, the “Participants”). The Cash Bonus Plan provides for target and maximum bonus amounts as set forth in the table below. The maximum bonus that a Participant may receive under the Cash Bonus Plan is 120% of such Participant’s target bonus.

Name	Fiscal 2025 Target Bonus	Fiscal 2025 Maximum Bonus
Seamus Grady	$1,890,000	$2,268,000
Dr. Harpal Gill	$1,430,000	$1,716,000
Csaba Sverha	$625,000	$750,000
Edward Archer	$442,000	$530,400

The amount of bonus actually paid to a Participant under the Cash Bonus Plan will be based 50% on the extent of achievement of a fiscal 2025 revenue metric and 50% on the extent of achievement of a fiscal 2025 non-GAAP operating margin metric. As achievement of each financial metric is considered independently from the other, the Company must meet a threshold for each metric in order for a Participant to receive any credit for that metric. If the Company achieves 100% of a target financial metric, bonuses would be paid out at 100% of the target amount with respect to that financial metric component. If the Company achieves 105% or more of a target financial metric, bonuses would be paid out at 120% of the target amount (which is the maximum) with respect to that financial metric component. Achievement of the revenue or non-GAAP operating margin metric for fiscal 2025 at a level between 100% and 105% of the target metric will result in a bonus amount for the applicable metric that is scaled from 100% to 120% of the target amount in a linear fashion. Achievement of the revenue or non-GAAP operating margin metric for fiscal 2025 at a level between 90% and 100% of the target metric will result in a bonus amount for the applicable metric that is scaled from 20% to 100% of the target amount in a linear fashion.

Fiscal 2025 Salaries

On August 13, 2024, the Compensation Committee approved an increase to the annual base salaries of the Company’s named executive officers set forth below, effective as of June 29, 2024, the first day of fiscal 2025.

Name	Title	Previous Annual Base Salary	Fiscal 2025 Annual Base Salary	Change
Seamus Grady	Chief Executive Officer	$1,250,000	$1,350,000	8.0%
Dr. Harpal Gill	President and Chief Operating Officer	$1,060,000	$1,100,000	3.8%
Csaba Sverha	Executive Vice President, Chief Financial Officer	$590,000	$625,000	5.9%
Edward Archer	Executive Vice President, Sales & Marketing	$510,000	$520,000	2.0%

Equity Award Grants

On August 13, 2024, the Compensation Committee approved the grant, effective as of August 22, 2024 (the “Grant Date”), of the following dollar values of restricted share units (“RSUs”), performance share units (“PSUs”) and “stretch” PSUs (“Stretch PSUs”), rounded up to the nearest whole share, to the Company’s named executive officers as a component of their fiscal 2025 compensation:

Name	Grant Date Value of RSUs	Grant Date Value of PSUs	Grant Date Value of “Stretch” PSUs
Seamus Grady	$2,650,000	$2,650,000	$2,650,000
Dr. Harpal Gill	$1,700,000	$1,700,000	$1,700,000
Csaba Sverha	$1,000,000	$1,000,000	$1,000,000
Edward Archer	$800,000	$800,000	$800,000

The grants will be made under the Company’s 2020 Equity Incentive Plan. The RSUs will be scheduled to vest in equal annual installments over a period of three years on each anniversary of the Grant Date, subject to the individual’s continued service with the Company through each such vesting date.

The PSUs will vest, if at all, following a 2-year performance period, on the date the Compensation Committee certifies achievement of the performance criteria set forth below, subject to the individual’s continued service with the Company through such vesting date. Vesting of the PSUs will be based 50% on achievement of a cumulative fiscal 2025 and fiscal 2026 revenue goal (the “PSU Revenue Target”) and 50% on achievement of a cumulative fiscal 2025 and fiscal 2026 non-GAAP operating margin goal (the “PSU Operating Margin Target”). As achievement of each financial goal is considered independently from the other, the Company must meet a threshold for each goal in order for an individual to receive any credit for that goal. If the Company achieves 100% or more of a target financial goal, the PSUs will vest as to 100% of the PSUs allocated to that financial goal. Achievement of the PSU Revenue Target or the PSU Operating Margin Target at a level between 90% and 100% will result in a number of shares vesting for the applicable goal that is scaled from 20% to 100% of the PSUs allocated to that goal in a linear fashion.

The Stretch PSUs will vest, if at all, following a 2-year performance period, on the date the Compensation Committee certifies achievement of the performance criteria set forth below, subject to the individual’s continued service with the Company through such vesting date. Vesting of the Stretch PSUs will be based 50% on achievement of a cumulative fiscal 2025 and fiscal 2026 revenue goal that is 5% higher than the PSU Revenue Target (the “Stretch PSU Revenue Target”) and 50% on achievement of a cumulative fiscal 2025 and fiscal 2026 non-GAAP operating margin goal that is 5% higher than the PSU Operating Margin Target (the “Stretch PSU Operating Margin Target”). As achievement of each financial goal is considered independently from the other, the Company must meet a threshold for each goal in order for an individual to receive any credit for that goal. The Company must exceed the PSU Revenue Target or the PSU Operating Margin Target in order for any of the Stretch PSUs to vest. If the Company achieves 100% or more of a target financial goal, the Stretch PSUs will vest as to 100% of the PSUs allocated to that financial goal. Achievement of the Stretch PSU Revenue Target at a level between its threshold PSU Revenue Target and 100% will result in a number of shares vesting for that goal that is scaled from 0% to 100% of the PSUs allocated to that goal in a linear fashion. Achievement of the Stretch PSU Operating Margin Target at a level between its threshold PSU Operating Margin Target and 100% will result in a number of shares vesting for that goal that is scaled from 0% to 100% of the PSUs allocated to that goal in a linear fashion.

In the event of a change in control of Fabrinet, the awards of PSUs and Stretch PSUs described above that are then outstanding will be treated as follows. To the extent that the performance period has not yet been completed as of the change in control, (1) the performance period for any Company revenue goals will be shortened to end shortly before the change in control and achievement of revenue will be measured based on goals that are prorated for the shortened performance period, and (2) the performance period for any Company operating margin goals will be deemed to be the last four consecutive fiscal quarters of the Company completed before the change in control. Any PSUs for which such applicable goal is deemed achieved will be scheduled to vest subject to the individual’s continued service with Fabrinet through the last date of the award’s original performance period, and will be treated as a time-based award that may be eligible for certain vesting acceleration under Mr. Grady’s Change in Control and Severance Agreement or the Fabrinet Executive Change in Control and Severance Plan, as applicable, upon a qualifying termination during a specified change in control period.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1	Press release dated August 19, 2024
104	Cover 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: August 19, 2024

EX-99.1

Exhibit 99.1

Fabrinet Announces Fourth Quarter and Fiscal Year 2024 Financial Results

•Record Fourth Quarter Revenue and Earnings Per Share Exceed Guidance

BANGKOK, Thailand – August 19, 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 fourth quarter and fiscal year ended June 28, 2024.

Seamus Grady, Chief Executive Officer of Fabrinet, said, “Our strong fourth quarter results capped a remarkable fiscal year, representing our fourth quarter in a row of record revenue, and record earnings per share, both of which were above our guidance ranges. We remain optimistic about our future, with numerous drivers that position us to extend our track record of success into fiscal year 2025.”

Fourth Quarter Fiscal Year 2024 Financial Highlights

GAAP Results

•Revenue for the fourth quarter of fiscal year 2024 was $753.3 million, compared to $655.9 million for the fourth quarter of fiscal year 2023.

•GAAP net income for the fourth quarter of fiscal year 2024 was $81.1 million, compared to $60.8 million for the fourth quarter of fiscal year 2023.

•GAAP net income per diluted share for the fourth quarter of fiscal year 2024 was $2.22, compared to $1.65 for the fourth quarter of fiscal year 2023.

Non-GAAP Results

•Non-GAAP net income for the fourth quarter of fiscal year 2024 was $88.0 million, compared to $68.4 million for the fourth quarter of fiscal year 2023.

•Non-GAAP net income per diluted share for the fourth quarter of fiscal year 2024 was $2.41, compared to $1.86 for the fourth quarter of fiscal year 2023.

Fiscal Year 2024 Financial Highlights

GAAP Results

•Revenue for fiscal year 2024 was $2.88 billion, compared to $2.65 billion for fiscal year 2023.

•GAAP net income for fiscal year 2024 was $296.2 million, compared to $247.9 million for fiscal year 2023.

•GAAP net income per diluted share for fiscal year 2024 was $8.10, compared to $6.73 for fiscal year 2023.

Non-GAAP Results

•Non-GAAP net income for fiscal year 2024 was $324.6 million, compared to $282.7 million for fiscal year 2023.

•Non-GAAP net income per diluted share for fiscal year 2024 was $8.88, compared to $7.67 for fiscal year 2023.

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 $139.5 million of Fabrinet’s ordinary shares. The addition brings the aggregate authorization under Fabrinet’s existing share repurchase program to $434.3 million, with $200.0 million currently remaining.

Business Outlook

Based on information available as of August 19, 2024, Fabrinet is issuing guidance for its first fiscal quarter ending September 27, 2024, as follows:

•Fabrinet expects first quarter revenue to be in the range of $760 million to $780 million.

•GAAP net income per diluted share is expected to be in the range of $2.10 to $2.17, based on approximately 36.5 million fully diluted shares outstanding.

•Non-GAAP net income per diluted share is expected to be in the range of $2.33 to $2.40, based on approximately 36.5 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 Fourth Quarter Fiscal Year 2024 Financial Results Call
When:	August 19, 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

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 fiscal year 2025; 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 first 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 May 7, 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; 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.

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)	June 28, 2024		June 30, 2023
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	409,973	$	231,368
Short-term investments	448,630		319,100
Trade accounts receivable, net of allowance for expected credit losses of $1,629 and $965, respectively	592,452		531,767
Inventories	463,206		519,576
Prepaid expenses	10,620		7,849
Other current assets	87,810		42,880
Total current assets	2,012,691		1,652,540
Non-current assets
Property, plant and equipment, net	307,240		310,350
Intangibles, net	2,321		2,394
Operating right-of-use assets	5,336		1,634
Deferred tax assets	10,446		12,095
Other non-current assets	485		635
Total non-current assets	325,828		327,108
Total Assets	$	2,338,519	$	1,979,648
Liabilities and Shareholders’ Equity
Current liabilities
Long-term borrowings, current portion, net	$	—	$	12,156
Trade accounts payable	441,835		381,129
Fixed assets payable	14,380		13,526
Operating lease liabilities, current portion	1,355		1,201
Income tax payable	3,937		6,024
Accrued payroll, bonus and related expenses	22,116		23,748
Accrued expenses	19,916		20,447
Other payables	54,403		23,654
Total current liabilities	557,942		481,885
Non-current liabilities
Deferred tax liability	4,895		4,799
Operating lease liabilities, non-current portion	3,635		66
Severance liabilities	24,093		22,159
Other non-current liabilities	2,209		2,081
Total non-current liabilities	34,832		29,105
Total Liabilities	592,774		510,990
Shareholders’ equity
Preferred shares (5,000,000 shares authorized, $0.01 par value; no shares issued and outstanding as of June 28, 2024 and June 30, 2023)	—		—
Ordinary shares (500,000,000 shares authorized, $0.01 par value; 39,457,462 shares and 39,284,176 shares issued as of June 28, 2024 and June 30, 2023, respectively; and 36,145,242 shares and 36,183,682 shares outstanding as of June 28, 2024 and June 30, 2023, respectively)	395		393
Additional paid-in capital	222,044		206,624
Less: Treasury shares (3,312,220 shares and 3,100,494 shares as of June 28, 2024 and June 30, 2023, respectively)	(234,323)		(194,833)
Accumulated other comprehensive income (loss)	(3,141)		(8,115)
Retained earnings	1,760,770		1,464,589
Total Shareholders’ Equity	1,745,745		1,468,658
Total Liabilities and Shareholders’ Equity	$	2,338,519	$	1,979,648

FABRINET

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

	Three Months Ended				Year Ended
(in thousands of U.S. dollars, except per share data)	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
	(unaudited)		(unaudited)		(unaudited)
Revenues	$	753,261	$	655,871	$	2,882,967	$	2,645,237
Cost of revenues	(660,812)		(573,576)		(2,526,849)		(2,308,964)
Gross profit	92,449		82,295		356,118		336,273
Selling, general and administrative expenses	(19,108)		(19,869)		(78,481)		(77,673)
Restructuring and other related costs	(32)		(1,024)		(32)		(6,896)
Operating income	73,309		61,402		277,605		251,704
Interest income	11,049		4,024		33,204		11,234
Interest expense	(17)		(293)		(124)		(1,472)
Foreign exchange gain (loss), net	407		1,911		382		(1,211)
Other income (expense), net	227		19		287		(159)
Income before income taxes	84,975		67,063		311,354		260,096
Income tax expense	(3,909)		(6,277)		(15,173)		(12,183)
Net income	81,066		60,786		296,181		247,913
Other comprehensive income (loss), net of tax
Change in net unrealized gain (loss) on available-for-sale securities	(55)		971		2,100		2,739
Change in net unrealized gain (loss) on derivative instruments	1,499		(2,894)		2,561		1,541
Change in net retirement benefits plan – prior service cost	59		135		330		473
Change in foreign currency translation adjustment	14		(46)		(17)		(75)
Total other comprehensive income (loss), net of tax	1,517		(1,834)		4,974		4,678
Net comprehensive income	$	82,583	$	58,952	$	301,155	$	252,591
Earnings per share
Basic	$	2.24	$	1.67	$	8.17	$	6.79
Diluted	$	2.22	$	1.65	$	8.10	$	6.73
Weighted-average number of ordinary shares outstanding (thousands of shares)
Basic	36,150		36,337		36,246		36,515
Diluted	36,533		36,737		36,564		36,855

FABRINET

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended
(in thousands of U.S. dollars)	June 28, 2024		June 30, 2023
	(unaudited)
Cash flows from operating activities
Net income	$	296,181	$	247,913
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	49,017		43,832
Non-cash restructuring charges and other related costs	—		2,201
(Gain) loss on disposal and impairment of property, plant and equipment	62		(1,506)
(Gain) loss from sales and maturities of available-for-sale securities	(1)		92
Amortization of discount (premium) of short-term investments	(3,399)		280
(Reversal of) allowance for expected credit losses	664		(307)
Unrealized loss (gain) on exchange rate and fair value of foreign currency forward contracts	(849)		175
Amortization of fair value at hedge inception of interest rate swaps	(220)		(587)
Share-based compensation	28,374		28,127
Deferred income tax	1,672		(3,484)
Other non-cash expenses	311		632
Changes in operating assets and liabilities
Trade accounts receivable	(61,279)		(76,917)
Inventories	56,370		37,449
Other current assets and non-current assets	(46,715)		(13,568)
Trade accounts payable	60,040		(58,596)
Income tax payable	(1,960)		2,977
Severance liabilities	2,771		3,753
Other current liabilities and non-current liabilities	32,107		844
Net cash provided by operating activities	413,146		213,310
Cash flows from investing activities
Purchase of short-term investments	(435,905)		(217,005)
Proceeds from sales of short-term investments	40,000		30,179
Proceeds from maturities of short-term investments	271,877		150,252
Purchase of property, plant and equipment	(47,528)		(61,360)
Purchase of intangibles	(889)		(911)
Proceeds from disposal of property, plant and equipment	2,694		128
Net cash used in investing activities	(169,751)		(98,717)
Cash flows from financing activities
Repayment of long-term borrowings	(12,188)		(15,233)
Repayment of finance lease liability	—		(9)
Repurchase of ordinary shares	(39,490)		(47,575)
Withholding tax related to net share settlement of restricted share units	(13,175)		(18,167)
Net cash used in financing activities	(64,853)		(80,984)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	178,542	$	33,609
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 cash	178,542		33,609
Effect of exchange rate on cash, cash equivalents and restricted cash	63		(606)
Cash, cash equivalents and restricted cash at the end of period	$	409,973	$	231,368
Non-cash investing and financing activities
Construction, software and equipment related payables	$	14,380	$	13,526

FABRINET

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Supplemental disclosures	Year Ended
(in thousands of U.S. dollars)	June 28, 2024		June 30, 2023
	(unaudited)
Cash paid for
Interest	$	312	$	2,377
Taxes	$	16,452	$	14,158
Cash received for interest	$	29,783	$	11,048
Non-cash investing and financing activities
Construction, software and equipment related payables	$	14,380	$	13,526

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								Year Ended
(in thousands of U.S. dollars, except share data)	June 28, 2024				June 30, 2023				June 28, 2024				June 30, 2023
Revenues	$	753,261			$	655,871			$	2,882,967			$	2,645,237
Gross profit (GAAP)	$	92,449	12.3	%	$	82,295	12.5	%	$	356,118	12.4	%	$	336,273	12.7	%
Share-based compensation expenses	1,776				1,636				7,203				6,664
Gross profit (Non-GAAP)	$	94,225	12.5	%	$	83,931	12.8	%	$	363,321	12.6	%	$	342,937	13.0	%

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

	Three Months Ended								Year Ended
(in thousands of U.S. dollars, except share data)	June 28, 2024				June 30, 2023				June 28, 2024				June 30, 2023
Revenues	$	753,261			$	655,871			$	2,882,967			$	2,645,237
Operating profit (GAAP)	$	73,309	9.7	%	$	61,402	9.4	%	$	277,605	9.6	%	$	251,704	9.5	%
Share-based compensation expenses	6,934				6,572				28,374				27,603
Restructuring and other related costs	32				1,024				32				6,896
Amortization of intangibles	—				—				—				224
Operating profit (Non-GAAP)	$	80,275	10.7	%	$	68,998	10.5	%	$	306,011	10.6	%	$	286,427	10.8	%

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								Year Ended
	June 28, 2024				June 30, 2023				June 28, 2024				June 30, 2023
(in thousands of U.S. dollars, except share data)	Net income		Diluted EPS		Net income		Diluted EPS		Net income		Diluted EPS		Net income		Diluted EPS
GAAP measures	$	81,066	$	2.22	$	60,786	$	1.65	$	296,181	$	8.10	$	247,913	$	6.73
Items reconciling GAAP net income & EPS to non-GAAP net income & EPS:
Related to cost of revenues:
Share-based compensation expenses	1,776		0.05		1,636		0.05		7,203		0.20		6,664		0.18
Total related to gross profit	1,776		0.05		1,636		0.05		7,203		0.20		6,664		0.18
Related to selling, general and administrative expenses:
Share-based compensation expenses	5,158		0.14		4,936		0.13		21,171		0.58		20,939		0.57
Amortization of intangibles	—		—		—		—		—		—		224		0.01
Total related to selling, general and administrative expenses	5,158		0.14		4,936		0.13		21,171		0.58		21,163		0.58
Related to other income and expense:
Restructuring and other related costs	32		0.00		1,024		0.03		32		0.00		6,896		0.18
Amortization of deferred debt issuance costs	8		0.00		8		0.00		32		0.00		32		0.00
Total related to other income and expense	40		0.00		1,032		0.03		64		0.00		6,928		0.18
Total related to net income & EPS	6,974		0.19		7,604		0.21		28,438		0.78		34,755		0.94
Non-GAAP measures	$	88,040	$	2.41	$	68,390	$	1.86	$	324,619	$	8.88	$	282,668	$	7.67
Shares used in computing diluted net income per share
GAAP diluted shares			36,533				36,737				36,564				36,855
Non-GAAP diluted shares			36,533				36,737				36,564				36,855

FABRINET

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)

(in thousands of U.S. dollars)	Three Months Ended				Year Ended
	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023
Net cash provided by operating activities	$	83,062	$	71,088	$	413,146	$	213,310
Less: Purchase of property, plant and equipment	(12,703)		(17,938)		(47,528)		(61,360)
Non-GAAP free cash flow	$	70,359	$	53,150	$	365,618	$	151,950

FABRINET

GUIDANCE FOR QUARTER ENDING SEPTEMBER 27, 2024

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

	Diluted EPS
GAAP net income per diluted share:	$2.10 to $2.17
Related to cost of revenues:
Share-based compensation expenses	0.07
Total related to gross profit	0.07
Related to selling, general and administrative expenses:
Share-based compensation expenses	0.15
Severance payment and others	0.01
Total related to selling, general and administrative expenses	0.16
Total related to net income & EPS	0.23
Non-GAAP net income per diluted share	$2.33 to $2.40

XML

Cover	Aug. 19, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 19, 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