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0001408710FALSE00014087102025-05-052025-05-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 5, 2025
______________________
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 May 5, 2025, Fabrinet issued a press release regarding its financial results for its fiscal quarter ended March 28, 2025. 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
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: May 5, 2025

EX-99.1 2 fn-2025505xex991q325.htm EX-99.1 Document


Exhibit 99.1
Fabrinet Announces Third Quarter Fiscal Year 2025 Financial Results
•Record Third Quarter Revenue Exceeds Guidance Range
BANGKOK, Thailand – May 5, 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 third fiscal quarter ended March 28, 2025.

Seamus Grady, Chief Executive Officer of Fabrinet, said, “We had a very strong third quarter with revenue of $872 million dollars, which was above our guidance range. We delivered another strong telecom performance with growth that more than offset an anticipated sequential decline in datacom revenue. Our team continued to execute very well, producing non-GAAP EPS that also exceeded our guidance. Looking ahead, we remain optimistic and confident in our ability to deliver strong execution in the fourth quarter and into fiscal 2026.”
Third Quarter Fiscal Year 2025 Financial Highlights
GAAP Results
•Revenue for the third quarter of fiscal year 2025 was $871.8 million, compared to $731.5 million for the third quarter of fiscal year 2024.
•GAAP net income for the third quarter of fiscal year 2025 was $81.3 million, compared to $80.9 million for the third quarter of fiscal year 2024.
•GAAP net income per diluted share for the third quarter of fiscal year 2025 was $2.25, compared to $2.21 for the third quarter of fiscal year 2024.
Non-GAAP Results
•Non-GAAP net income for the third quarter of fiscal year 2025 was $91.2 million, compared to $87.7 million for the third quarter of fiscal year 2024.
•Non-GAAP net income per diluted share for the third quarter of fiscal year 2025 was $2.52, compared to $2.39 for the third quarter of fiscal year 2024.
Business Outlook
Based on information available as of May 5, 2025, Fabrinet is issuing guidance for its fourth fiscal quarter ending June 27, 2025, as follows:
•Fabrinet expects fourth quarter revenue to be in the range of $860 million to $900 million.
•GAAP net income per diluted share is expected to be in the range of $2.32 to $2.47, 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 $2.70, 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 Third Quarter Fiscal Year 2025 Financial Results Call
When:
May 5, 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 optimism and confidence in our ability to deliver strong execution in the fourth quarter and into fiscal 2026; 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 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 February 4, 2025. 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; legal and litigation; 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) March 28,
2025
June 28,
2024
(unaudited)
Assets
Current assets
Cash and cash equivalents $ 306,905  $ 409,973 
Short-term investments 643,772  448,630 
Trade accounts receivable, net of allowance for expected credit losses of $1,255 and $1,629, respectively 658,301  592,452 
Inventories 531,338  463,206 
Prepaid expenses 19,396  10,620 
Other current assets 84,731  87,810 
Total current assets 2,244,443  2,012,691 
Non-current assets
Property, plant and equipment, net 354,489  307,240 
Intangibles, net 2,173  2,321 
Operating right-of-use assets 6,021  5,336 
Deferred tax assets 11,589  10,446 
Other non-current assets 586  485 
Total non-current assets 374,858  325,828 
Total Assets $ 2,619,301  $ 2,338,519 
Liabilities and Shareholders’ Equity
Current liabilities
Trade accounts payable 521,226  441,835 
Fixed assets payable 33,101  14,380 
Operating lease liabilities, current portion 1,709  1,355 
Income tax payable 8,090  3,937 
Accrued payroll, bonus and related expenses 24,170  22,116 
Accrued expenses 32,420  19,916 
Other payables 54,331  54,403 
Total current liabilities 675,047  557,942 
Non-current liabilities
Deferred tax liability 1,371  4,895 
Operating lease liability, non-current portion 4,012  3,635 
Severance liabilities 28,337  24,093 
Other non-current liabilities 3,340  2,209 
Total non-current liabilities 37,060  34,832 
Total Liabilities 712,107  592,774 
Shareholders’ equity
Preferred shares (5,000,000 shares authorized, $0.01 par value; no shares issued and outstanding as of March 28, 2025 and June 28, 2024)
—  — 
Ordinary shares (500,000,000 shares authorized, $0.01 par value; 39,596,609 shares and 39,457,462 shares issued as of March 28, 2025 and June 28, 2024, respectively; and 35,830,476 shares and 36,145,242 shares outstanding as of March 28, 2025 and June 28, 2024, respectively)
396  395 
Additional paid-in capital 229,957  222,044 
Less: Treasury shares (3,766,133 shares and 3,312,220 shares as of March 28, 2025 and June 28, 2024, respectively) (337,798) (234,323)
Accumulated other comprehensive income (loss) 8,549  (3,141)
Retained earnings 2,006,090  1,760,770 
Total Shareholders’ Equity 1,907,194  1,745,745 
Total Liabilities and Shareholders’ Equity $ 2,619,301  $ 2,338,519 








FABRINET
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 28,
2025
March 29,
2024
March 28,
2025
March 29,
2024
Revenues $ 871,799  $ 731,535  $ 2,509,635  $ 2,129,706 
Cost of revenues (769,616) (640,600) (2,207,577) (1,866,037)
        Gross profit 102,183  90,935  302,058  263,669 
Selling, general and administrative expenses (22,063) (19,628) (65,300) (59,373)
Restructuring and other related costs (1,264) —  (1,367) — 
Operating income 78,856  71,307  235,391  204,296 
Interest income 10,145  8,509  32,392  22,155 
Interest expense —  (26) —  (107)
Foreign exchange gain (loss), net (2,675) 3,348  (5,728) (25)
Other income (expense), net (30) 175  (111) 60 
Income before income taxes 86,296  83,313  261,944  226,379 
Income tax expense (5,006) (2,397) (16,624) (11,264)
Net income 81,290  80,916  245,320  215,115 
Other comprehensive income (loss), net of tax:
       Change in net unrealized gain (loss) on available-for-sale securities 3,350  (1,739) 9,647  2,155 
       Change in net unrealized gain (loss) on derivative instruments 1,790  (7,328) 907  1,062 
       Change in net retirement benefits plan – prior service cost —  137  —  271 
       Change in foreign currency translation adjustment 1,060  75  1,136  (31)
Total other comprehensive income (loss), net of tax 6,200  (8,855) 11,690  3,457 
Net comprehensive income $ 87,490  $ 72,061  $ 257,010  $ 218,572 
Earnings per share
       Basic $ 2.26  $ 2.23  $ 6.80  $ 5.93 
       Diluted $ 2.25  $ 2.21  $ 6.75  $ 5.88 
Weighted-average number of ordinary shares outstanding (in thousands of shares)
       Basic 35,914  36,250  36,094  36,278 
       Diluted 36,172  36,603  36,327  36,574 












FABRINET
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
(in thousands of U.S. dollars) March 28,
2025
March 29,
2024
Cash flows from operating activities
Net income for the period $ 245,320  $ 215,115 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 39,223  36,602 
(Gain) loss on disposal of property, plant and equipment and intangibles (39) (147)
Amortization of discount (premium) of short-term investments (3,435) (2,317)
(Reversal of) allowance for expected credit losses (374) 1,874 
Unrealized loss (gain) on exchange rate and fair value of foreign currency forward contracts 4,067  (2,135)
Amortization of fair value at hedge inception of interest rate swaps —  (198)
Share-based compensation 24,903  21,440 
Customer warrant 3,929  — 
Deferred income tax expense (benefit) (4,182) 1,125 
Other non-cash expenses 82  193 
Changes in operating assets and liabilities
Trade accounts receivable (65,271) (54,089)
Inventories (68,132) 65,442 
Other current assets and non-current assets (2,357) (33,548)
Trade accounts payable 79,196  48,268 
Income tax payable 4,180  (1,068)
Accrued expenses 12,643  1,493 
Other payables (152) 29,309 
Severance liabilities 2,131  2,249 
Other current liabilities and non-current liabilities 1,540  476 
Net cash provided by operating activities 273,272  330,084 
Cash flows from investing activities
Purchase of short-term investments (304,189) (268,461)
Proceeds from sales of short-term investments —  10,000 
Proceeds from maturities of short-term investments 122,129  173,120 
Purchase of property, plant and equipment (70,668) (34,825)
Purchase of intangibles (514) (768)
Proceeds from disposal of property, plant and equipment 116  2,319 
Net cash used in investing activities (253,126) (118,615)
Cash flows from financing activities
Repayment of long-term borrowings —  (9,141)
Repurchase of ordinary shares (103,475) (35,943)
Withholding tax related to net share settlement of restricted share units (20,918) (12,716)
Net cash used in financing activities (124,393) (57,800)
Net increase (decrease) in cash and cash equivalents $ (104,247) $ 153,669 
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 (104,247) 153,669 
Effect of exchange rate on cash and cash equivalents 1,179  74 
Cash and cash equivalents at the end of period $ 306,905  $ 385,111 
Non-cash investing and financing activities
Construction, software and equipment-related payables $ 33,101  $ 9,229 







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 Nine Months Ended
(in thousands of U.S. dollars) March 28,
2025
March 29,
2024
March 28,
2025
March 29,
2024
Revenues $ 871,799  $ 731,535  $ 2,509,635  $ 2,129,706 
Gross profit (GAAP) $ 102,183  11.7  % $ 90,935  12.4  % $ 302,058  12.0  % $ 263,669  12.4  %
Share-based compensation expenses 2,221  1,561  7,883  5,427 
Gross profit (Non-GAAP) $ 104,404  12.0  % $ 92,496  12.6  % $ 309,941  12.4  % $ 269,096  12.6  %



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

Three Months Ended Nine Months Ended
(in thousands of U.S. dollars) March 28,
2025
March 29,
2024
March 28,
2025
March 29,
2024
Revenues $ 871,799  $ 731,535  $ 2,509,635  $ 2,129,706 
Operating profit (GAAP) $ 78,856  9.0  % $ 71,307  9.7  % $ 235,391  9.4  % $ 204,296  9.6  %
Share-based compensation expenses 7,783  6,726  24,903  21,440 
Restructuring and other related costs 1,264  —  1,367  — 
Legal and litigation 827  —  827  — 
Severance payment and others —  —  748  — 
Operating profit (Non-GAAP) $ 88,730  10.2  % $ 78,033  10.7  % $ 263,236  10.5  % $ 225,736  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 Ended Nine Months Ended
March 28,
2025
March 29,
2024
March 28,
2025
March 29,
2024
(in thousands of U.S. dollars, except per share data) Net income Diluted EPS Net income Diluted EPS Net income Diluted EPS Net income Diluted EPS
GAAP measures $ 81,290  $ 2.25  $ 80,916  $ 2.21  $ 245,320  $ 6.75  $ 215,115  $ 5.88 
Items reconciling GAAP net income & EPS to non-GAAP net income & EPS:
Related to cost of revenues:
Share-based compensation expenses 2,221  0.06  1,561  0.04  7,883  0.22  5,427  0.15 
Total related to cost of revenues 2,221  0.06  1,561  0.04  7,883  0.22  5,427  0.15 
Related to selling, general and administrative expenses:
Share-based compensation expenses 5,562  0.16  5,165  0.14  17,020  0.47  16,013  0.44 
Legal and litigation 827  0.02  —  —  827  0.02  —  — 
Severance payment and others —  —  —  —  748  0.02  —  — 
Total related to selling, general and administrative expenses 6,389  0.18  5,165  0.14  18,595  0.51  16,013  0.44 
Related to other income and expense:
Restructuring and other related costs 1,264  0.03  —  —  1,367  0.04  —  — 
Amortization of deferred debt issuance costs —  —  0.00  —  —  24  0.00 
Total related to other income and expense 1,264  0.03  0.00  1,367  0.04  24  0.00 
Total related to net income & EPS 9,874  0.27  6,734  0.18  27,845  0.77  21,464  0.59 
Non-GAAP measures $ 91,164  $ 2.52  $ 87,650  $ 2.39  $ 273,165  $ 7.52  $ 236,579  $ 6.47 
Shares used in computing diluted net income per share (in thousands of shares)
GAAP diluted shares 36,172  36,603  36,327  36,574 
Non-GAAP diluted shares 36,172  36,603  36,327  36,574 




FABRINET
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)
(in thousands of U.S. dollars) Three Months Ended Nine Months Ended
March 28,
2025
March 29,
2024
March 28,
2025
March 29,
2024
Net cash provided by operating activities $ 74,186  $ 100,870  $ 273,272  $ 330,084 
Less: Purchase of property, plant and equipment (28,518) (13,589) (70,668) (34,825)
Non-GAAP free cash flow $ 45,668  $ 87,281  $ 202,604  $ 295,259 

FABRINET
GUIDANCE FOR QUARTER ENDING JUNE 27, 2025
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
Diluted
EPS
GAAP net income per diluted share
$2.32 to $2.47
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 0.15
Total related to selling, general and administrative expenses 0.15
Total related to net income & EPS 0.23
Non-GAAP net income per diluted share
$2.55 to $2.70