fn-20210503
0001408710FALSE00014087102021-05-032021-05-03

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)
May 3, 2021
______________________
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 (Cayman) Limited
190 Elgin Avenue
George Town
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 May 3, 2021, Fabrinet issued a press release regarding its financial results for its fiscal quarter ended March 26, 2021. 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: May 3, 2021

Document
EX-99.1

Exhibit 99.1
Fabrinet Announces Third Quarter Fiscal Year 2021 Financial Results
Record Third Quarter Revenue of $479.3 Million Exceeds Guidance
BANGKOK, Thailand – May 3, 2021 – 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 third fiscal quarter ended March 26, 2021.
Seamus Grady, Chief Executive Officer of Fabrinet, said, “For the third quarter in a row, we delivered record revenue that exceeded our guidance. Notably, we saw sequential revenue growth from all the end markets that we track combined with improving operating margins, both of which helped generate record net income.”
Grady continued, “Based on our current outlook and continued demand, we expect another record performance in the fourth quarter and we remain well-positioned to continue to deliver strong results over the longer-term.”
Third Quarter Fiscal Year 2021 Financial Highlights
GAAP Results
Revenue for the third quarter of fiscal year 2021 was $479.3 million, compared to $411.2 million in the third quarter of fiscal year 2020.
GAAP net income for the third quarter of fiscal year 2021 was $37.5 million, compared to GAAP net income of $28.3 million for the third quarter of fiscal year 2020.
GAAP net income per diluted share for the third quarter of fiscal year 2021 was $1.00, compared to GAAP net income per diluted share of $0.75 for the third quarter of fiscal year 2020.
Non-GAAP Results
Non-GAAP net income for the third quarter of fiscal year 2021 was $45.4 million, compared to non-GAAP net income of $34.8 million for the third quarter of fiscal year 2020.
Non-GAAP net income per diluted share for the third quarter of fiscal year 2021 was $1.21, compared to non-GAAP net income per diluted share of $0.92 for the third quarter of fiscal year 2020.
Business Outlook
Based on information available as of May 3, 2021, Fabrinet is issuing guidance for its fourth fiscal quarter ending June 25, 2021, as follows:
Fabrinet expects fourth quarter revenue to be in the range of $475 million to $495 million.
GAAP net income per diluted share is expected to be in the range of $1.02 to $1.09, based on approximately 37.6 million fully diluted shares outstanding.
Non-GAAP net income per diluted share is expected to be in the range of $1.18 to $1.25, based on approximately 37.6 million fully diluted shares outstanding.


EX-99.1

Conference Call Information
What:
Fabrinet Third Quarter Fiscal Year 2021 Financial Results Call
When:Monday, May 3, 2021
Time:5:00 p.m. ET
Live Call:(888) 357-3694, domestic
(253) 237-1137, international
Passcode: 2790505
Replay:(855) 859-2056, domestic
(404) 537-3406, international
Passcode: 2790505
Webcast:
http://investor.fabrinet.com/ (live and replay)
This press release and any other information related to the call will also be posted on Fabrinet’s website at http://investor.fabrinet.com. A recorded version of this webcast will be available approximately two hours after the call and 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, Israel and the United Kingdom. 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 optimism that the fourth quarter will represent another record performance for the company and that we remain well-positioned to continue to deliver strong results over the longer-term; 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 fourth quarter of fiscal year 2021. 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: the effects of the COVID-19 pandemic on our business, particularly the possibility of (1) the growing global economic downturn, (2) extended shutdowns at any of our manufacturing facilities, especially if the pandemic intensifies or returns in various geographic areas, (3) continued disruption to our supply chain, which could increase our costs and affect our ability to procure parts and materials, especially if the pandemic intensifies or returns in various geographic areas, and (4) regional downward demand adjustments from our customers, particularly those in areas affected by the pandemic; 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, the U.S. and the U.K.); 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 February 2, 2021. We disclaim any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.


EX-99.1

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; depreciation of fair value uplift; 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, these non-GAAP financial measures are used to measure company performance for the purposes of determining employee incentive plan compensation.
SOURCE: Fabrinet
Investor Contact:
Garo Toomajanian
ir@fabrinet.com


EX-99.1

FABRINET
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(in thousands of U.S. dollars, except share data and par value)March 26,
2021
June 26,
2020
Assets
Current assets
Cash and cash equivalents$247,011 $225,430 
Short-term restricted cash— 7,402 
Short-term investments261,736 262,693 
Trade accounts receivable, net of allowance for doubtful accounts of $126 and $336 respectively
309,079 272,665 
Contract assets17,130 13,256 
Inventories353,283 309,786 
Other receivable24,310 24,310 
Prepaid expenses10,653 5,399 
Other current assets31,967 14,508 
Total current assets1,255,169 1,135,449 
Non-current assets
Long-term restricted cash153 — 
Property, plant and equipment, net228,767 228,274 
Intangibles, net4,576 4,312 
Operating right-of-use assets6,744 8,068 
Deferred tax assets6,195 5,675 
Other non-current assets226 202 
Total non-current assets246,661 246,531 
Total Assets1,501,830 1,381,980 
Liabilities and Shareholders’ Equity
Current liabilities
Long-term borrowings, current portion, net12,156 12,156 
Trade accounts payable275,705 251,603 
Fixed assets payable11,060 15,127 
Contract liabilities1,409 1,556 
Operating lease liabilities, current portion2,390 1,979 
Income tax payable2,882 2,242 
Accrued payroll, bonus and related expenses21,639 19,265 
Accrued expenses12,651 8,979 
Other payables26,348 21,514 
Total current liabilities366,240 334,421 
Non-current liabilities
Long-term borrowings, non-current portion, net30,397 39,514 
Deferred tax liability4,855 4,729 
Operating lease liability, non-current portion4,098 5,873 
Severance liabilities19,006 17,379 
Other non-current liabilities3,728 5,655 
Total non-current liabilities62,084 73,150 
Total Liabilities428,324 407,571 
Shareholders’ equity
Preferred shares (5,000,000 shares authorized, $0.01 par value; no shares issued and outstanding as of March 26, 2021 and June 26, 2020)
— — 
Ordinary shares (500,000,000 shares authorized, $0.01 par value; 38,741,166 shares and 38,471,967 shares issued at March 26, 2021 and June 26, 2020, respectively; and 36,880,160 shares and 36,727,864 shares outstanding at March 26, 2021 and June 26, 2020, respectively)
388 385 
Additional paid-in capital182,987 175,610 
Less: Treasury shares (1,861,006 shares and 1,744,103 shares as of March 26, 2021 and June 26, 2020, respectively)
(76,813)(68,501)
Accumulated other comprehensive income (loss)(6,939)(1,147)
Retained earnings973,883 868,062 
Total Shareholders’ Equity1,073,506 974,409 
Total Liabilities and Shareholders’ Equity$1,501,830 $1,381,980 







EX-99.1

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

Three Months Ended Nine Months Ended
(in thousands of U.S. dollars, except per share data)March 26,
2021
March 27,
2020
March 26,
2021
March 27,
2020
Revenues$479,317 $411,210 $1,369,783 $1,236,723 
Cost of revenues(422,539)(366,874)(1,209,504)(1,097,242)
        Gross profit56,778 44,336 160,279 139,481 
Selling, general and administrative expenses(19,059)(17,111)(53,078)(50,189)
Expenses related to reduction in workforce(43)— (43)(16)
Operating income37,676 27,225 107,158 89,276 
Interest income941 2,042 3,156 6,080 
Interest expense(282)(238)(798)(2,812)
Foreign exchange gain (loss), net629 (8)224 (2,949)
Other income (expense), net124 203 403 977 
Income before income taxes39,088 29,224 110,143 90,572 
Income tax expense(1,595)(957)(4,215)(5,117)
Net income37,493 28,267 105,928 85,455 
Other comprehensive income (loss), net of tax:
       Change in net unrealized gain (loss) on available-for-sale securities(570)(1,356)(937)(1,403)
       Change in net unrealized gain (loss) on derivative instruments(5,000)(6,569)(5,823)(6,719)
       Change in net retirement benefits plan – prior service cost198 294 421 478 
       Change in foreign currency translation adjustment90 (600)547 (353)
Total other comprehensive income (loss), net of tax(5,282)(8,231)(5,792)(7,997)
Net comprehensive income (loss)$32,211 $20,036 $100,136 $77,458 
Earnings per share
       Basic$1.02 $0.76 $2.87 $2.31 
       Diluted$1.00 $0.75 $2.82 $2.27 
Weighted-average number of ordinary shares outstanding (thousands of shares)
       Basic36,875 36,987 36,876 36,970 
       Diluted37,609 37,797 37,514 37,696 










EX-99.1

FABRINET
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Nine Months Ended
(in thousands of U.S. dollars)March 26,
2021
March 27,
2020
Cash flows from operating activities
Net income for the period$105,928 $85,455 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization26,781 23,115 
(Gain) loss on disposal of property, plant and equipment(24)444 
(Gain) loss from sales and maturities of available-for-sale securities(187)(93)
Amortization of investment discount1,479 (624)
Amortization of deferred debt issuance costs24 18 
(Reversal of) allowance for doubtful accounts(317)(17)
Unrealized (gain) loss on exchange rate and fair value of foreign currency forward contracts(825)942 
Unrealized loss (gain) on fair value of interest rate swaps— 1,672 
Amortization of fair value at hedge inception of interest rate swaps(1,009)(838)
Share-based compensation18,742 18,301 
Deferred income tax(382)1,335 
Other non-cash expenses(614)(559)
Changes in operating assets and liabilities
Trade accounts receivable(36,437)(23,136)
Contract assets(3,874)(3,966)
Inventories(43,497)3,404 
Other current assets and non-current assets(22,919)5,830 
Trade accounts payable25,589 (15,571)
Contract liabilities(147)(298)
Income tax payable911 1,056 
Severance liabilities2,204 2,266 
Other current liabilities and non-current liabilities3,731 5,712 
Net cash provided by operating activities75,157 104,448 
Cash flows from investing activities
Purchase of short-term investments(183,041)(123,980)
Proceeds from sales of short-term investments84,049 48,808 
Proceeds from maturities of short-term investments97,721 97,358 
Funds provided to customer to support transfer of manufacturing operations— (24,310)
Purchase of property, plant and equipment(29,061)(27,482)
Purchase of intangibles(1,961)(797)
Proceeds from disposal of property, plant and equipment38 1,482 
Net cash used in investing activities(32,255)(28,921)
Cash flows from financing activities
Payment of debt issuance costs— (153)
Proceeds from long-term borrowings— 60,938 
Repayment of long-term borrowings(9,141)(67,032)
Repayment of finance lease liability(100)(304)
Repurchase of ordinary shares(8,312)(20,722)
Withholding tax related to net share settlement of restricted share units(11,362)(4,727)
Net cash used in financing activities(28,915)(32,000)
Net increase (decrease) in cash, cash equivalents and restricted cash13,987 43,527 
Movement in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at the beginning of period232,832 188,241 
Increase (decrease) in cash, cash equivalents and restricted cash13,987 43,527 
Effect of exchange rate on cash, cash equivalents and restricted cash345 (228)
Cash, cash equivalents and restricted cash at the end of period247,164 231,540 
Non-cash investing and financing activities
Construction, software and equipment-related payables$11,060 $11,906 


EX-99.1

FABRINET
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Continued)
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same amounts shown in the unaudited condensed consolidated statements of cash flows:
As of
(amount in thousands)March 26,
2021
March 27,
2020
Cash and cash equivalents$247,011 $224,138 
Restricted cash153 7,402 
Cash, cash equivalents and restricted cash$247,164 $231,540 


EX-99.1

FABRINET
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

Three Months Ended Nine Months Ended
March 26,
2021
March 27,
2020
March 26,
2021
March 27,
2020
(in thousands of U.S. dollars, except per share data)Net incomeDiluted EPSNet incomeDiluted EPSNet incomeDiluted EPSNet incomeDiluted EPS
GAAP measures$37,493 $1.00 $28,267 $0.75 $105,928 $2.82 $85,455 $2.27 
Items reconciling GAAP net income & EPS to non-GAAP net income & EPS:
Related to cost of revenues:
Share-based compensation expenses1,388 0.04 1,489 0.04 4,805 0.13 4,800 0.13 
Depreciation of fair value uplift89 0.00 86 0.00 256 0.00 247 0.00 
Total related to gross profit1,477 0.04 1,575 0.04 5,061 0.13 5,047 0.13 
Related to selling, general and administrative expenses:
Share-based compensation expenses5,476 0.15 4,629 0.12 13,937 0.37 13,501 0.36 
Amortization of intangibles127 0.00 145 0.00 382 0.01 431 0.01 
Severance payment755 0.02 150 0.00 755 0.02 150 0.00 
Total related to selling, general and administrative expenses6,358 0.17 4,924 0.13 15,074 0.40 14,082 0.37 
Related to other incomes and other expenses:
Other expenses in relation to reduction in workforce43 0.00 — — 43 0.00 16 0.00 
Amortization of deferred debt issuance costs0.00 0.00 24 0.00 18 0.00 
Total related to other incomes and other expenses51  8  67  34  
Total related to net income & EPS7,886 0.21 6,507 0.17 20,202 0.54 19,163 0.51 
Non-GAAP measures$45,379 $1.21 $34,774 $0.92 $126,130 $3.36 $104,618 $2.78 
Shares used in computing diluted net income per share
GAAP diluted shares37,609 37,797 37,51437,696
Non-GAAP diluted shares37,609 37,797 37,51437,696


EX-99.1

FABRINET
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
(amount in thousands)Three Months EndedNine Months Ended
March 26,
2021
March 27,
2020
March 26,
2021
March 27,
2020
Net cash provided by operating activities$33,843 $51,838 $75,157 $104,448 
Less: Purchase of property, plant and equipment(6,368)(12,071)(29,061)(27,482)
Non-GAAP free cash flow$27,475 $39,767 $46,096 $76,966 
FABRINET
GUIDANCE FOR QUARTER ENDING JUNE 25, 2021
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
Diluted
EPS
GAAP net income per diluted share:$1.02 to $1.09
Related to cost of revenues:
Share-based compensation expenses0.04
Total related to gross profit0.04
Related to selling, general and administrative expenses:
Share-based compensation expenses0.12
Total related to selling, general and administrative expenses0.12
Total related to net income & EPS0.16
Non-GAAP net income per diluted share$1.18 to $1.25