Fabrinet

Previous wording

•our expectation that the portion of our revenues attributable to customers in regions outside of North America for the remainder of fiscal year 2025 will be in line with the portion of revenues attributable to such customers during the three months ended September 27, 2024;

Current wording

•our expectation that the portion of our revenues attributable to customers in regions outside of North America for the remainder of fiscal year 2025 will be in line with the portion of revenues attributable to such customers during the six months ended December 27, 2024;

Previous wording

The percentage of our revenues generated from a bill-to location outside of North America decreased from 62.3% in the three months ended September 29, 2023 to 61.5% in the three months ended September 27, 2024, primarily because of an increase in revenue from a customer in Israel and a decrease in sales to our customers in Germany.

Current wording

The percentage of our revenues generated from a bill-to location outside of North America decreased from 66.1% in the three months ended December 29, 2023 to 55.3% in the three months ended December 27, 2024, primarily because of an increase in revenue from a customer in the United States.

Previous wording

Based on the short and medium-term indications and forecasts from our customers, we expect that the portion of our future revenues attributable to customers in regions outside North America for the remainder of fiscal year 2025 will be in line with the portion of revenues attributable to such customers during the three months ended September 27, 2024.

Current wording

Based on the short and medium-term indications and forecasts from our customers, we expect that the portion of our future revenues attributable to customers in regions outside North America for the remainder of fiscal year 2025 will be in line with the portion of revenues attributable to such customers during the six months ended December 27, 2024.

Previous wording

Our SG&A expenses primarily consist of corporate employee costs for sales and marketing, general and administrative and other support personnel, including research and development expenses related to the design of customized optics and glass, travel expenses, legal and other professional fees, share-based compensation expense and other general expenses not related to cost of revenues. In fiscal year 2025, we expect our SG&A expenses will increase compared with our fiscal year 2024 SG&A expenses, mainly due to increases in employee costs.

Current wording

Our SG&A expenses primarily consist of corporate employee costs for sales and marketing, general and administrative and other support personnel, including research and development expenses related to the design of customized optics and glass, travel expenses, legal and other professional fees, share-based compensation expense and other general expenses not related to cost of revenues. In fiscal year 2025, we expect our SG&A expenses will increase compared with our fiscal year 2024 SG&A expenses, mainly due to increases in employee costs and research and development ("R&D") expenses.

Previous wording

The Thai baht assets represent cash and cash equivalents, trade accounts receivable, deposits and other current assets. The Thai baht liabilities represent trade accounts payable, accrued expenses, income tax payable, accrued employee benefits and other payables. We manage our exposure to fluctuations in foreign exchange rates by the use of foreign currency contracts and offsetting assets and liabilities denominated in the same currency in accordance with management’s policy. As of September 27, 2024, there was $130.0 million of foreign currency forward contracts outstanding on the Thai baht payables. As of June 28, 2024, there was $135.0 million of foreign currency forward contracts outstanding on the Thai baht payables.

Current wording

The Thai baht assets represent cash and cash equivalents, trade accounts receivable, deposits and other current assets. The Thai baht liabilities represent trade accounts payable, accrued expenses, income tax payable, accrued employee benefits and other payables. We manage our exposure to fluctuations in foreign exchange rates by the use of foreign currency contracts and offsetting assets and liabilities denominated in the same currency in accordance with management’s policy. As of December 27, 2024, there was $146.0 million of foreign currency forward contracts outstanding on the Thai baht payables. As of June 28, 2024, there was $135.0 million of foreign currency forward contracts outstanding on the Thai baht payables.

Previous wording

For the three months ended September 27, 2024 and September 29, 2023, we recorded unrealized gain of $4.1 million and $0.3 million, respectively, related to derivatives that are not designated as hedging instruments in the unaudited condensed consolidated statements of operations and comprehensive income.

Current wording

For the three months ended December 27, 2024 and December 29, 2023, we recorded unrealized loss of $5.1 million and unrealized gain of $2.6 million, respectively, related to derivatives that are not designated as hedging instruments in the unaudited condensed consolidated statements of operations and comprehensive income.

Previous wording

In addition, the General Administration of Taxation has issued circulars concerning employee share options. Under these circulars, our employees working in the PRC who exercise share options will be subject to PRC individual income tax. Our

Current wording

In addition, the General Administration of Taxation has issued circulars concerning employee share options. Under these circulars, our employees working in the PRC who exercise share options will be subject to PRC individual income tax. Our PRC subsidiary has obligations to file documents related to employee share options with relevant tax authorities and withhold individual income taxes of those employees who exercise their share options.

Previous wording

Comparison of Three Months Ended September 27, 2024 with Three Months Ended September 29, 2023

Current wording

Comparison of Three and Six Months Ended December 27, 2024 with Three and Six Months Ended December 29, 2023

Previous wording

Our revenues increased by $118.7 million, or 17.3%, to $804.2 million for the three months ended September 27, 2024, compared with $685.5 million for the three months ended September 29, 2023. This increase was primarily due to an increase in our key customers’ demand for optical communications products. Revenues from optical communications products, which represented $626.3 million, or 77.9%, of our revenues for the three months ended September 27, 2024, increased by $93.1 million, or 17.5%, compared to the same period in the prior fiscal year, mainly due to an increase in revenues from data communication products, primarily for artificial intelligence applications, and an increase in revenues from telecommunication products during the three months ended September 27, 2024. Revenues from non-optical communications products, which represented $177.9 million, or 22.1%, of our revenues for the three months ended September 27, 2024, increased by $25.7 million, or 16.9%, compared to the same period in the prior fiscal year, primarily due to growth in automotive revenue, as short-term inventory absorption issues have substantially subsided.

Current wording

Our revenues increased by $120.9 million, or 17.0%, to $833.6 million for the three months ended December 27, 2024, compared with $712.7 million for the three months ended December 29, 2023. This increase was primarily due to an increase in our key customers’ demand for optical communications products. Revenues from optical communications products, which represented $647.2 million, or 77.6%, of our revenues for the three months ended December 27, 2024, increased by $79.2 million, or 13.9%, compared to the same period in the prior fiscal year, mainly due to an increase in revenues from data communication products, primarily for artificial intelligence applications, and an increase in revenues from telecommunication products during the three months ended December 27, 2024. Revenues from non-optical communications products, which represented $186.5 million, or 22.4%, of our revenues for the three months ended December 27, 2024, increased by $41.7 million, or 28.8%, compared to the same period in the prior fiscal year, primarily due to growth in automotive revenue, as short-term inventory absorption issues have substantially subsided.

Previous wording

Our cost of revenues increased by $104.1 million, or 17.3%, to $705.2 million, or 87.7% of revenues, for the three months ended September 27, 2024, compared with $601.1 million, or 87.7% of revenues, for the three months ended September 29, 2023. The increase was in line with the increase in sales volume.

Current wording

Our cost of revenues increased by $108.4 million, or 17.4%, to $732.8 million, or 87.9% of revenues, for the three months ended December 27, 2024, compared with $624.4 million, or 87.6% of revenues, for the three months ended December 29, 2023. The increase was in line with the increase in sales volume.

Previous wording

Our gross profit increased by $14.6 million, or 17.3%, to $99.0 million, or 12.3% of revenues, for the three months ended September 27, 2024, compared with $84.4 million, or 12.3% of revenues, for the three months ended September 29, 2023. The increase was primarily due to an increase in sales volume.

Current wording

Our gross profit increased by $12.5 million, or 14.2%, to $100.8 million, or 12.1% of revenues, for the three months ended December 27, 2024, compared with $88.3 million, or 12.4% of revenues, for the three months ended December 29, 2023. The increase was primarily due to an increase in sales volume.

Previous wording

Our SG&A expenses increased by $1.6 million, or 7.8%, to $22.0 million, or 2.7% of revenues, for the three months ended September 27, 2024, compared with $20.4 million, or 3.0% of revenues, for the three months ended September 29, 2023. The increase was primarily due to (1) an increase in severance expenses of $0.7 million, (2) an increase in executive compensation related expenses of $0.5 million and (3) an increase in legal expenses of $0.4 million.

Current wording

Our SG&A expenses increased by $1.9 million, or 9.8%, to $21.2 million, or 2.6% of revenues, for the three months ended December 27, 2024, compared with $19.3 million, or 2.7% of revenues, for the three months ended December 29, 2023. The increase was primarily due to (1) an increase in executive compensation related expenses of $2.2 million, (2) an increase in R&D expenses of $0.4 million, (3) an increase in share-based compensation expenses of $0.4 million, and (4) an increase in legal expenses of $0.3 million, offset by a net decrease in allowance for expected credit losses of $1.5 million.

Previous wording

Our operating income increased by $12.9 million, or 20.2%, to $76.9 million, or 9.6% of revenues, for the three months ended September 27, 2024, compared with $64.0 million, or 9.3% of revenues, for the three months ended September 29, 2023. The increase was primarily due to an increase in revenues.

Current wording

Our operating income increased by $23.5 million, or 17.7%, to $156.5 million, or 9.6% of revenues, for the six months ended December 27, 2024, compared with $133.0 million, or 9.5% of revenues, for the six months ended December 29, 2023. The increase was primarily due to an increase in revenues.

Previous wording

Our interest income increased by $5.0 million, or 84.7%, to $10.9 million, or 1.3% of revenues, for the three months ended September 27, 2024, compared with $5.9 million, or 0.8% of revenues, for the three months ended September 29, 2023. The increase was primarily due to a higher weighted average interest rate and an increase in average cash balance and short-term investment from $572.0 million to $877.0 million during the three months ended September 27, 2024 compared to the same period in the prior fiscal year.

Current wording

Our interest income increased by $3.6 million, or 46.8%, to $11.3 million, or 1.4% of revenues, for the three months ended December 27, 2024, compared with $7.7 million, or 1.1% of revenues, for the three months ended December 29, 2023. The increase was primarily due to an increase in average cash balance and short-term investment during the three months ended December 27, 2024 compared to the same period in the prior fiscal year.

Previous wording

Our interest expense decreased for the three months ended September 27, 2024, compared with the three months ended September 29, 2023, due to the full repayment of our long-term loan balance.

Current wording

Our interest expense decreased for the three and six months ended December 27, 2024, compared with the three and six months ended December 29, 2023, due to the full repayment of our long-term loan balance.

Previous wording

We recorded foreign exchange loss, net of $7.1 million, or 0.9% of revenues, for the three months ended September 27, 2024, compared with foreign exchange gain, net of $0.4 million, or 0.1% of revenues, for the three months ended September 29, 2023. The foreign exchange loss was mainly due to (1) unrealized loss from revaluation of outstanding Thai baht assets and liabilities of $11.2 million, and (2) higher realized loss from payment/receipt of $0.7 million and (3) higher unrealized loss from revaluation of currencies other than Thai baht of $0.4 million, offset by (1) higher unrealized gain from mark-to-market forward contracts of $3.8 million, and (2) foreign exchange gain, totaling $1.0 million from our subsidiaries in the PRC and the U.K.

Current wording

We recorded foreign exchange gain, net of $4.0 million, or 0.5% of revenues, for the three months ended December 27, 2024, compared with foreign exchange loss, net of $3.8 million, or 0.6% of revenues, for the three months ended December 29, 2023. The foreign exchange gain was mainly due to (1) unrealized gain from revaluation of outstanding Thai baht assets and liabilities of $14.0 million, (2) unrealized gain from revaluation of currencies other than Thai baht of $2.0 million, and (3) lower realized gain from payment/receipt of $0.5 million, offset by (1) unrealized loss from mark-to-market forward contracts of $7.7 million, and (2) foreign exchange loss, totaling $1.0 million from our subsidiaries in the PRC and the U.K.

Previous wording

We recorded income before income taxes of $80.8 million for the three months ended September 27, 2024, compared with $70.2 million for the three months ended September 29, 2023.

Current wording

We recorded income before income taxes of $94.9 million for the three months ended December 27, 2024, compared with $72.9 million for the three months ended December 29, 2023.

Previous wording

Our provision for income tax reflects effective tax rates of 4.2% and 7.2% for the three months ended September 27, 2024 and September 29, 2023, respectively. The decrease was due to a full valuation allowance of $2.1 million for deferred tax assets that was set up during the three months ended September 29, 2023 for the Company's subsidiary in Israel.

Current wording

Our provision for income tax reflects effective tax rates of 6.6% and 6.2% for the six months ended December 27, 2024 and December 29, 2023, respectively. The increase was due to higher income subject to tax and a discrete expense related to a continuing assessment of potential tax exposures during the six months ended December 27, 2024, offset by a full valuation allowance for deferred tax assets that was set up during the six months ended December 29, 2023 for our subsidiary in Israel.

Previous wording

We recorded net income of $77.4 million, or 9.6% of revenues, for the three months ended September 27, 2024, compared with $65.1 million, or 9.5% of revenues, for the three months ended September 29, 2023.

Current wording

We recorded net income of $86.6 million, or 10.4% of revenues, for the three months ended December 27, 2024, compared with $69.1 million, or 9.7% of revenues, for the three months ended December 29, 2023.

Previous wording

We recorded other comprehensive income of $15.0 million, or 1.9% of revenues, for the three months ended September 27, 2024, compared with other comprehensive income of $0.6 million, or 0.1% of revenues, for the three months ended September 29, 2023. The change was mainly due to (1) higher unrealized gain from mark-to-market of forward contracts and interest rate swap agreements of $9.1 million, and (2) unrealized gain from mark-to-market of available-for-sale debt securities of $5.9 million, offset by (1) unrealized loss from foreign currency translation adjustment of $0.5 million, and (2) lower gain from retirement benefits plan of $0.1 million.

Current wording

We recorded other comprehensive income of $5.5 million, or 0.3% of revenues, for the six months ended December 27, 2024, compared with other comprehensive income of $12.3 million, or 0.9% of revenues, for the six months ended December 29, 2023. The decrease in other comprehensive income was mainly due to (1) unrealized loss from mark-to-market of forward contracts and interest rate swap agreements of $9.3 million, and (2) lower gain from retirement benefits plan of $0.1 million, offset by (1) higher unrealized gain from mark-to-market of available-for-sale debt securities of $2.4 million, and (2) unrealized gain from foreign currency translation adjustment of $0.2 million.

Previous wording

We primarily finance our operations through cash flow from operating activities. As of September 27, 2024 and September 29, 2023, we had cash, cash equivalents, and short-term investments of $908.9 million and $670.8 million, respectively, and no outstanding debt and outstanding debt of $9.1 million, respectively.

Current wording

We primarily finance our operations through cash flow from operating activities. As of December 27, 2024, we had cash, cash equivalents, and short-term investments of $934.6 million and no outstanding debt. As of December 29, 2023, we had cash, cash equivalents, and short-term investments of $740.6 million and outstanding debt of $6.1 million.

Previous wording

Our cash and cash equivalents, which primarily consist of cash on hand, demand deposits, and liquid investments with original maturities of three months or less, are placed with banks and other financial institutions. The weighted-average interest rate on our cash and cash equivalents was 4.6% and 4.1% for the three months ended September 27, 2024 and September 29, 2023, respectively.

Current wording

Our cash and cash equivalents, which primarily consist of cash on hand, demand deposits, and liquid investments with original maturities of three months or less, are placed with banks and other financial institutions. The weighted-average interest rate on our cash and cash equivalents was 4.2% and 4.4% for the three and six months ended December 27, 2024, respectively, and 4.3% and 4.2% for the three and six months ended December 29, 2023, respectively.

Previous wording

Our cash investments are made in accordance with an investment policy approved by the audit committee of our board of directors. In general, our investment policy requires that securities purchased be rated A1, P-1, F1 or better. No security may have an effective maturity that exceeds three years. Our investments in fixed income securities are primarily classified as available-for-sale and are recorded at fair value. The cost of securities sold is based on the specific identification method.

Current wording

Our cash investments are made in accordance with an investment policy approved by the audit committee of our board of directors. In general, our investment policy requires that securities purchased be rated A1, P-1, F1 or better. No security may have an effective maturity that exceeds three years. Our investments in fixed income securities are primarily classified as available-for-sale and are recorded at fair value. The cost of securities sold is based on the specific identification method. Unrealized gains and losses on these securities are recorded as other comprehensive income (loss) and are reported as a separate component of shareholders’ equity.

Previous wording

As of September 29, 2023, we had long-term borrowing under our credit facility agreement of $9.1 million. As of September 27, 2024, we had no outstanding balance under our credit facility agreement. To better manage our cash on hand, we held short-term investments of $508.2 million as of September 27, 2024.

Current wording

As of December 29, 2023, we had long-term borrowing under our credit facility agreement of $6.1 million. As of December 27, 2024, we had no outstanding balance under our credit facility agreement. To better manage our cash on hand, we held short-term investments of $531.0 million as of December 27, 2024.

Previous wording

We believe that our current cash and cash equivalents, short-term investments, cash flow from operations, and funds available through our credit facility will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our ability to sustain our working capital position is subject to a number of risks that we discuss in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Current wording

We believe that our current cash and cash equivalents, short-term investments, cash flow from operations, and funds available through our credit facility will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our ability to sustain our working capital position is subject to a number of risks that we discuss in Part II, Item 1A of this Quarterly Report on Form 10-Q. We also believe that our current manufacturing capacity is sufficient to meet our anticipated production requirements for at least the next few quarters. In January 2025, we began construction of a new manufacturing facility of approximately 2.0 million square feet at our Chonburi campus. The total expected cost of the project is approximately $130.4 million (Thai baht 4.45 billion).

Previous wording

Cash provided by operating activities is net income adjusted for certain non-cash items and changes in certain assets and liabilities. The decrease in cash provided by operating activities during the three months ended September 27, 2024 as compared to the three months ended September 29, 2023 was primarily driven by less efficient cash-favorable working capital changes mainly from trade accounts receivable.

Current wording

Cash provided by operating activities is net income adjusted for certain non-cash items and changes in certain assets and liabilities. The decrease in cash provided by operating activities during the six months ended December 27, 2024 as compared to the six months ended December 29, 2023 was primarily due to (1) a change in inventories of $130.8 million due to new products and higher sales volume, and (2) a decrease in cash receipts related to the timing collection of trade receivables of $33.3 million, offset by (1) an increase in trade payables of $95.3 million, (2) an increase in net income of $29.8 million, and (3) a change in other current and non-current assets of $25.9 million.

Previous wording

Investing cash flows consist primarily of investment purchases, sales, maturities, and disposals; and capital expenditures. The increase in cash used in investing activities for the three months ended September 27, 2024 as compared to cash used in investing activities for the three months ended September 29, 2023 was primarily due to an increase in investment purchases and higher capital expenditures.

Current wording

Investing cash flows consist primarily of investment purchases, sales, maturities, and disposals; and capital expenditures. The increase in cash used in investing activities for the six months ended December 27, 2024 as compared to cash used in investing activities for the six months ended December 29, 2023 was primarily due to an increase in capital expenditures.

Previous wording

Financing cash flows consist primarily of repayment of long-term debt, share repurchases, and withholding tax related to net share settlement of restricted share units. The increase in cash used in financing activities for the three months ended September 27, 2024 as compared to the three months ended September 29, 2023 was due to an increase in withholding tax related to net share settlement of restricted share units, offset by lower repayment of long-term borrowings.

Current wording

Financing cash flows consist primarily of repayment of long-term debt, share repurchases, and withholding tax related to net share settlement of restricted share units. The increase in cash used in financing activities for the six months ended December 27, 2024 as compared to the six months ended December 29, 2023 was due to an increase in share repurchases and higher withholding tax related to net share settlement of restricted share units, offset by lower repayment of long-term borrowings.