SECURITIES AND EXCHANGE COMMISSION
____________________________
_______________________
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June
29, 201825, 2021
Or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:
001-34775_______________________
(Exact name of registrant as specified in its charter)
_______________________
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Cayman Islands | | Not Applicable |
(State or other jurisdiction of incorporation or organization)
| | 98-1228572 Identification No.)
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c/o Intertrust Corporate Services (Cayman) Limited190 Elgin Avenue
George Town
One Nexus Way, Camana Bay Cayman Islands
| | KY1-9005 |
| (Address of principal executive offices) | | (Zip Code) |
(Registrant’s telephone number, including area code)
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 |
(Title of each class) | | (Name of exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
_______________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒x No ☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K. ☐
¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
(Check one): | | | | | | | | | | | | | | |
Large accelerated filer ☒ | x | | | Accelerated filer | | ☐¨ |
Non-accelerated filer ☐ | ¨ | (Do not check if smaller reporting company) | | Smaller reporting company | | ☐¨ |
| | | | 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. ☐¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).
As of December
29, 2017,25, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, shares held by
non-affiliates of the registrant had an aggregate market value of approximately
$1.1$2.8 billion, based on the closing price for the registrant’s ordinary shares as reported on the New York Stock Exchange on such date.
Ordinary shares held by each executive officer, director, and holder of 10% or more of the outstanding ordinary shares have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.
As of August
13, 2018,6, 2021, the registrant had
36,454,14636,799,959 ordinary shares, $0.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to its
2018 Annual Meeting2021 annual meeting of
Shareholdersshareholders are incorporated by reference into Part III of this Annual Report on Form
10-K where indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
ANNUAL REPORT ON FORM
10-KFor the Fiscal Year Ended June
29, 201825, 2021
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| | PART I | | | | |
Item 1.
| | Business | | | 2 | |
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| | | | | 14 | |
| | | | | 32 | |
| | | | | 32 | |
| | | | | 33 | |
| | | | | 33 | |
| | |
| | PART II | | | | |
| | | | | 34 | |
| | | | | 36 | |
| | | | | 37 | |
| | | | | 55 | |
| | | | | 57 | |
| | | | | 104 | |
| | | | | 104 | |
| | | | | 105 | |
| | |
| | PART III | | | | |
| | | | | 106 | |
| | | | | 106 | |
| | | | | 106 | |
| | | | | 106 | |
| | | | | 106 | |
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| | PART IV | | | | |
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| | 107 | |
RISK FACTORS SUMMARY
You should carefully consider the information set forth below under the heading “Risk Factors” in Part I, Item 1A before deciding whether to invest in our securities. Below is a summary of the principal risks associated with an investment in our securities.
•Our sales depend on a small number of customers. A reduction in orders from any of these customers, the loss of any of these customers, or a customer exerting significant pricing and margin pressures on us could harm our business, financial condition and operating results.
•Consolidation in the markets we serve could harm our business, financial condition and operating results.
•If the optical communications market does not expand as we expect, our business may not grow as fast as we expect.
•Our quarterly revenues, gross profit margins and operating results have fluctuated significantly and may continue to do so in the future, which may cause the market price of our ordinary shares to decline or be volatile.
•If we are unable to continue diversifying our precision optical and electro-mechanical manufacturing services across other markets within the optics industry, or if these markets do not grow as fast as we expect, our business may not grow as fast as we expect.
•If we are unable to compete successfully against our current and future competitors, our business, financial condition and operating results could be harmed.
•Cancellations, delays or reductions of customer orders and the relatively short-term nature of the commitments of our customers could harm our business, financial condition and operating results.
•Our exposure to financially troubled customers or suppliers could harm our business, financial condition and operating results.
•We purchase some of the critical materials used in certain of our products from a single source or a limited number ofsuppliers.Supplyshortageshaveinthepast,andcouldinthefuture,impairthequality,reducetheavailabilityorincrease the cost of materials, which could harm our revenues, profitability and customer relations.
•Managing our inventory is complex and may require write-downs due to excess or obsolete inventory, which could cause our operating results to decrease significantly in a given fiscal period.
•If we fail to adequately expand our manufacturing capacity, we will not be able to grow our business, which would harm our business, financial condition and operating results. Conversely, if we expand too much or too rapidly, we may experience excess capacity, which would harm our business, financial condition and operating results.
•We may experience manufacturing yields that are lower than expected, potentially resulting in increased costs, which could harm our business, operating results and customer relations.
•If the products that we manufacture contain defects, we could incur significant correction costs, demand for our services may decline and we may be exposed to product liability and product warranty claims, which could harm our business, financial condition, operating results and customer relations.
•If we fail to attract additional skilled employees or retain key personnel, our business, financial condition and operating results could suffer.
•We conduct operations in a number of countries, which creates logistical and communications challenges for us and exposes us to other risks and challenges that could harm our business, financial condition and operating results.
•We are subject to governmental export and import controls in several jurisdictions that subject us to a variety of risks, including liability, impairment of our ability to compete in international markets, and decreased sales and customer orders.
•We are subject to risks related to the ongoing U.S.-China trade dispute, including increased tariffs on materials that we use in manufacturing, which could adversely affect our business, financial condition and operating results.
•Fluctuations in foreign currency exchange rates and changes in governmental policies regarding foreign currencies could increase our operating costs, which would adversely affect our operating results.
•Political unrest and demonstrations, as well as changes in the political, social, business or economic conditions in Thailand, could harm our business, financial condition and operating results.
•We expect to continue to invest in our manufacturing operations in the People's Republic of China ("PRC"), which will continue to expose us to risks inherent in doing business in the PRC, any of which risks could harm our business, financial condition and operating results.
•Natural disasters (like the 2011 flooding in Thailand), epidemics, acts of terrorism and other political and economic developments could harm our business, financial condition and operating results.
•The loan agreements for our long-term debt obligations and other credit facilities contain financial ratio covenants that may impair our ability to conduct our business.
•The phase-out of the London Interbank Offered Rate ("LIBOR") could affect interest rates under our existing credit facility agreement, as well as our ability to seek future debt financing.
•Unfavorable worldwide economic conditions may negatively affect our business, financial condition and operating results.
•We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our shareholders.
•Our investment portfolio may become impaired by deterioration of the capital markets.
•We are not fully insured against all potential losses. Natural disasters or other catastrophes could adversely affect our business, financial condition and operating results.
•There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with U.S. GAAP. Any changes in estimates, judgments and assumptions could have a material adverse effect on our business, financial condition and operating results.
•Our business and operations would be adversely impacted in the event of a failure of our information technology infrastructure and/or cyber security attacks.
•Intellectual property infringement claims against our customers or us could harm our business, financial condition and operating results.
•Any failure to protect our customers’ intellectual property that we use in the products we manufacture for them could harm our customer relationships and subject us to liability.
•We are subject to the risk of increased income taxes, which could harm our business, financial condition and operating results.
•We have incurred and will continue to incur significant increased costs as a result of operating as a public company, and our management will be required to continue to devote substantial time to various compliance initiatives.
•Failure to comply with applicable environmental laws and regulations could have a material adverse effect on our business, financial condition and operating results.
•If we are unable to meet regulatory quality standards applicable to our manufacturing and quality processes for the products we manufacture, our business, financial condition and operating results could be harmed.
•Our share price may be volatile due to fluctuations in our operating results and other factors, including the activities and operating results of our customers or competitors, any of which could cause our share price to decline.
•If securities or industry analysts do not publish research or if they publish misleading or unfavorable research about our business, the market price and trading volume of our ordinary shares could decline.
•We may become a passive foreign investment company, which could result in adverse U.S. tax consequences to U.S. investors.
•Our business and share price could be negatively affected as a result of activist shareholders.
•Certain provisions in our constitutional documents may discourage our acquisition by a third party, which could limit your opportunity to sell shares at a premium.
•Our shareholders may face difficulties in protecting their interests because we are incorporated under Cayman Islands law.
•Certain judgments obtained against us by our shareholders may not be enforceable.
•Energy price volatility may negatively impact our business, financial condition and operating results.
ITEM 1.BUSINESS.
We provide advanced optical packaging and precision optical, electro-mechanical and electronic manufacturing services to original equipment manufacturers (“OEMs”) of complex products such as optical communication components, modules and
sub-systems, industrial lasers,
automotive components, medical devices and sensors. We offer a broad range of advanced optical and electro-mechanical capabilities across the entire manufacturing process, including process design and engineering, supply chain management, manufacturing, complex printed circuit board assembly, advanced packaging, integration, final assembly and
test.testing. Although we focus primarily on
low-volume production of a wide variety of high complexity products, which we refer to as
“low-volume, “low-volume, high-mix,” we also have the capability to accommodate high-volume production. Based on our experience with and positive feedback
we have received from our customers, we believe we are a global leader in providing these services to the optical communications, industrial lasers and automotive markets.
Our customer base includes companies in complex industries that require advanced precision manufacturing capabilities such as optical communications, industrial lasers, automotive
components and sensors. Our customers in these industries support a growing number of
end-markets, including automotive, biotechnology, communications, materials processing, medical devices, metrology and semiconductor processing. Our total revenues for the year ended June
29, 201825, 2021 (“fiscal year
2018”2021”)
decreasedincreased by
$48.6$237.5 million, or
3.4%14.5%, from
$1.42$1.64 billion for the year ended June
30, 201726, 2020 (“fiscal year
2017”2020”) to
$1.37$1.88 billion for fiscal year
2018.2021. Our revenues from lasers, sensors and other markets as a percentage of total revenues
increaseddecreased from
22.0% for24.0% in fiscal year
20172020 to
27.1% for23.3% in fiscal year
2018,2021, while our revenues from optical communications products as a percentage of total revenues
have decreasedincreased from
78.0% for76.0% in fiscal year
20172020 to
72.9% for76.7% in fiscal year
2018.2021.
In many cases, we are the sole outsourced manufacturing partner used by our customers for the products that we produce for them. The products that we manufacture for our OEM customers include:
•optical communications devices, such as:
•selective switching products, such as reconfigurable opticaladd-drop multiplexers (“ROADMs”), optical amplifiers, modulators and other optical components and modules that collectively enable network managers to route voice, video and data communications traffic through fiber optic cables at various wavelengths, speeds, and over various distances;
•tunable lasers, transceivers, and transponders that eliminate, at a significant cost savings to the service provider, the need to stock individual fixed wavelength optical transceivers and transponders used in voice and data communications networks; and
•active optical cables providing high-speed interconnect capabilities for data centers and computing clusters, as well as Infiniband, Ethernet, fiber channel and optical backplane connectivity;
•solid state, diode-pumped, gas and fiber lasers (collectively referred to as “industrial lasers”) used across a broad array of industries, including semiconductor processing (wafer inspection, wafer dicing, wafer scribing), biotechnology and medical device (DNA sequencing, flow cytometry, hematology, antibody detection), metrology (instrumentation, calibration, inspection), and material processing (metal, polymer, textile drilling and cutting, annealing, marking, engraving, and welding); and
•sensors, including differential pressure, micro-gyro, fuel and other sensors that are used in automobiles, andnon-contact temperature measurement sensors for the medical industry.
We also design and fabricate application-specific crystals, lenses, prisms, mirrors, laser components and substrates (collectively referred to as “customized optics”) and other custom and standard borosilicate, clear
fused quartz, and synthetic fused silica glass products (collectively referred to as “customized glass”). We incorporate our customized optics and glass into many of the products we manufacture for our OEM customers, and we also sell customized optics and glass in the merchant market.
We believe we offer differentiated manufacturing services through our optical and electro-mechanical process technologies and our strategic alignment with our customers. Our dedicated process and design engineers, who have a deep knowledge in materials sciences and physics, are able to tailor our service offerings to accommodate our customers’ complex engineering assignments. Our range of capabilities, from the design of customized optics and glass through process engineering and testing of finished assemblies, provides us with a knowledge base that we believe often leads to improvements in our
customers’ product development cycles, manufacturing cycle times, quality and reliability, manufacturing yields and end product costs. We offer an efficient, technologically advanced and flexible manufacturing infrastructure designed to enable the scale production of
low-volume,high-mix products, as well as high-volume products. We specialize in complex prototype and new product introduction services, with specialized resources to meet customers’ quick-turn printed circuit board assembly (“PCBA”) and early stage manufacturing requirements. We have a dedicated engineering team to support the advanced optical packaging needs of our customers’ cutting edge products, which allows them to accelerate development and
time-to-market for such products. We often provide a
“factory-within-a-factory” “factory-within-a-factory” manufacturing environment to safeguard our customers’ intellectual property by physically segregating certain key employees and manufacturing space from the resources we use for other customers. We also provide our customers with a customized software platform to monitor all aspects of the manufacturing process, enabling our customers to remotely access our databases to monitor yields, inventory positions,
work-in-progress status and vendor quality data in real time. We believe there is no other manufacturing services provider with a similar breadth and depth of optical and electro-mechanical engineering and process technology capabilities that does not directly compete with its customers in their
end-markets. As a result, we believe we are more closely aligned and better able to develop long-term relationships with our customers than our competitors.
We are organized and operate in a single segment. See Note 20, Business segments and geographic information of Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report onForm 10-K, which is incorporated herein by reference.
As of June
29, 2018,25, 2021, our facilities comprised approximately
2.02.1 million total square feet, including approximately 0.2 million square feet of office space and approximately
1.81.9 million square feet devoted to manufacturing and related activities, of which approximately
0.80.9 million square feet are clean room facilities. Of the aggregate square footage of our facilities, approximately
1.51.6 million square feet are located in Thailand and the remaining balance is located in the People’s Republic of China (“PRC” or “China”), the United Kingdom, the United States,
Israel and the Cayman Islands. See Part I, Item 2. Properties of this Annual Report on Form
10-K.Recent Developments Related to COVID-19
The global COVID-19 pandemic has impacted us in several ways and created various challenges. At the onset of the pandemic, our PRC subsidiary, which manufactures custom optics components for us and other customers at its facility in Fuzhou, China, experienced a prolonged temporary closure following its customary eight-day Chinese Lunar New Year holiday in January 2020. In accordance with the Chinese government’s official efforts to mitigate the spread of COVID-19, our PRC subsidiary, along with other businesses in various parts of the country, delayed resumption of operations following the holiday closures for approximately two weeks. Furthermore, because of the restrictions in place on travel in the PRC during this period, many of our employees were unable to return from their holiday travel as planned, resulting in fewer than 90% of our employees being able to return to work at our PRC subsidiary before early March 2020. Our other global manufacturing facilities also have been affected by various government restrictions put in place to slow the spread of COVID-19. While our operations in Thailand have not been suspended, we have implemented a number of safety protocols to allow our operations in our facilities there to continue in accordance with government regulations. With the exception of our facility in Santa Clara, California, which closed for approximately one week beginning in late March 2020 before reopening in early April 2020 as a previously classified “essential business,” our facilities in the U.S., including in New Jersey, and in the U.K. have remained open while adhering to the local government restrictions including social distancing guidelines.
During the three months ended June 25, 2021, several countries where we have manufacturing facilities, including Thailand, the PRC, the U.S. and the U.K., experienced a surge in the number of COVID-19 cases. In Thailand, we have recently experienced an increase in the number of employees who have tested positive for COVID-19. We have responded by taking additional actions based on recommendations from local authorities. These actions include leave of absence for affected employees and their close contacts, stringent contact tracing, enhanced safe distancing measures, and arrangements for the vaccination of our employees in Thailand. Although we did not experience any significant disruptions in our operations or decrease in customer demand during the three months ended June 25, 2021, any worsening of the pandemic may result in more stringent measures being implemented by the local authorities, such as shutting down of our manufacturing facilities, which will have a significant negative impact on our operations.
The health and well-being of our employees continues to be our top priority. In early 2020, we implemented significant precautionary measures throughout our worldwide operations to ensure our employees and their families remain safe. Such measures include mandatory temperature detection at building entrances, rigorous and regular facility and equipment disinfection, and mandatory personal protective equipment protocols, including (1) the wearing of face masks throughout our factories at all times; (2) distributingouremployeesacrossshiftstobettermaintainsafepersonaldistances;(3)isolatingincomingpartsandmaterials for a week or more prior to unpacking, or applying extreme heat to kill potential viruses; (4) directing our non-factory personnel to work remotely; and (5) restricting all non-employee visits to ourcampuses.
Given the unprecedented human, and economic impact of the COVID-19 pandemic globally, the extraordinary economic short-term uncertainty resulting therefrom, and the evolving and differing national strategies for dealing with COVID-19, it is challenging to provide a forward-looking disclosure. However, despite the uncertainty and concern about the
global economy and the health of various industries, we believe it is important to share some relevant perspectives as we continue to assess the impacts of COVID-19 on our business in the future:
•With work-from-home protocols in place around the world, global demand for internet bandwidth has grownand we believe it will continue to grow. Because the next-generation telecom and datacom products we manufacture for our customers are important to expanding network capacity, we believe such growth in bandwidth demand will have a positive impact on our business in thelong-term.
•Whilewebelievethatthelong-termgrowthoutlookforthemarketsweservehasnotbeensignificantlyimpacted, in the short-term we are likely to continue to see regional downward demand adjustments, especially if the COVID-19 outbreak intensifies or returns in various geographic areas as was the case at the end of our third quarter in fiscal year2020.
•Weexpectwewillcontinuetoexperiencedisruptionsinoursupplychainandtheavailabilityofpartsand materials will continue to fluctuate, especially if the COVID-19 outbreak intensifies or returns in various geographic areas. However, we believe we can mitigate these disruptions by continuing to identify and secure alternativesources.
•A significant portion of our costs is variable and, because of this, we can adjust manufacturing costs relatively quickly to respond to the changing demand of our customers. However, because parts and materials account for thelargestportionofourcosts,incombinationwiththesupplychainissuesnotedaboveand,toalesserextent,the expenses associated with the safety and health protocols we have implemented across our global operations, our gross margins will continue to be negatively affected for the foreseeablefuture.
•Thesafetyandhealthofouremployeesisandwillremainakeypriority,andwewillcontinuetofollowrobust safety protocols in all of ourfacilities. To this end, we have arranged for the vaccination of our employees in Thailand in the first quarter of fiscal year 2022.
•Given our $547.9 million in cash, cash equivalents and short-term investments, and our total debt of approximately $39.5 million, as of June 25, 2021, we believe we are in a solid position from a capital and financial resources perspective. We expect that current cash and cash equivalent balances and short-term investments, and cash flows generated from operations will be sufficient to meet our domestic and internationalworkingcapitalneedsandothercapitalandliquidityrequirementsforatleastthenext12months.
Many optical communications OEMs have reduced internal manufacturing capacity and transitioned to a
low-cost and more efficient manufacturing base. By outsourcing production to third parties, OEMs are better able to concentrate their efforts and resources on what they believe are their core strengths, such as research and development, and sales and marketing. Additionally, outsourcing production often allows OEMs to reduce product costs, improve quality, access advanced process design and manufacturing technologies and achieve accelerated
time-to-market and
time-to-volume production. The principal barrier to the trend towards outsourcing in the optics industry has been the shortage of third-party manufacturing partners with the necessary optical process capabilities and robust intellectual property protection.
Demand for optical communications components and modules is influenced by the level and rate of development of optical communications infrastructure and carrier and enterprise network expansion, as well as
rapid expansion of data center infrastructures. Carrier demand for optical communications network equipment has increased as a direct result of higher network utilization and increased demand for bandwidth capacity. The increase in network traffic volumes has been driven by increasing demand for voice, data and video services delivered over wired and wireless Internet protocol, or IP, networks. The bandwidth demands for data center access have been largely driven by social media applications and cloud services and continue to increase very rapidly.
Industrial Lasers, Sensors and Others
The optical and electro-mechanical process technologies used in the optical communications market also have applications in other similarly complexend-markets that require advanced precision manufacturing capabilities, such as automotive, industrial lasers, medical devices, and sensors. These markets are substantially larger than the optical
communications components and modules market. Growth in the industrial lasers, medical, and sensors markets is expected to be driven by demand for:
•industrial laser applications across a growing number ofend-markets, particularly in semiconductor processing, biotechnology, metrology and materials processing;
•precision,non-contact and low power requirement sensors, particularly in automotive, medical and industrialend-markets; and
•lower cost products used on both enterprise and consumer levels.
Outsourcing of production by industrial laser and sensor OEMs has historically been limited. We believe industrial laser and sensor OEMs are increasingly recognizing the benefits of outsourcing that OEMs in other industries, such as optical communications, have been able to achieve.
Our Competitive Strengths
We believe we have succeeded in providing differentiated services to the optical communications, industrial lasers, medical, and sensors industries due to our long-term focus on optical and electro-mechanical process technologies, strategic alignment with our customers and
our commitment to total customer satisfaction. More specifically, our key competitive strengths include:
| • | | Advanced Optical and Electro-Mechanical Manufacturing Technologies: We believe that our optical and electro-mechanical process technologies and capabilities, coupled with our customized optics and glass technologies, provide us with a key competitive advantage. These technologies include:
|
•Advanced Optical and Electro-Mechanical Manufacturing Technologies: We believe that our optical and electro-mechanical process technologies and capabilities, coupled with our customized optics and glass technologies, provide us with a key competitive advantage. These technologies include:
•advanced optical and precision packaging;
•reliability and environmental testing;
•optical and mechanical material and process analysis;
•precision optical fiber and electro-mechanical assembly;
•complex printed circuit board assembly;
•customized software tools forlow-volume,high-mix manufacturing;
•turn-key manufacturing systems;
•fiber metallization and lensing;
•fiber handling and fiber alignment;
•crystal growth and processing;
•precision lapping and polishing;
•precision glass drawing; and
| • | | Efficient, Flexible and Low Cost Process Engineering and Manufacturing Platform: We enable our customers to transition their production to an efficient and flexible manufacturing platform that is specialized for the production of optics and similarly complex products and is located in alow-cost geography. We believe our advanced manufacturing technologies, coupled with our broad engineering capabilities, give us the ability to identify opportunities to improve our customers’ manufacturing processes and provide meaningful production cost benefits. We have also developed a series of customized software tools that we believe provide us with a specialized ability to manage the unique aspects oflow-volume,high-mix production.
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| • | | CustomizableFactory-Within-a-Factory Production Environment: We offer our customers exclusive engineering teams and manufacturing space for production. We call this concept of segregating production by customer a“factory-within-a-factory.” We believe our approach maximizes intellectual property protection and provides greater opportunities to reduce cost and improve time to market for our customers’ products.
|
| • | | Vertical Integration Targeting Customized Optics and Glass: We believe our capabilities in the design and fabrication of high-value customized optics and glass are complementary to our manufacturing services. Specifically, these capabilities enable us to strategically align our business to our customers’ needs by streamlining our customers’ product development process and reducing the number of suppliers in our customers’ manufacturing supply chains. Also, we use these customized optics and glass products in certain of the components, modules and subsystems we manufacture, which enables us to shorten time to market and reduce the cost for our customers. We believe this level of vertical integration positions us to capitalize on further opportunities to cross-sell our design and fabrication capabilities.
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| • | | Turn-Key Supply Chain Management: We have created a proprietary set of automated manufacturing resource planning tools designed specifically to address the unique inventory management demands of“low-volume,high-mix” manufacturing. Over the years, we have developed strong relationships with thousands of suppliers and implemented inventory management strategies with many of them, which enables us to obtain inventory on anas-needed basis and provideon-site stocking programs. We believe our deep expertise, relationships and capabilities in supply chain and materials management often allows us to further reduce costs and cycle times for our customers.
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•Efficient, Flexible and Low-Cost Process Engineering and Manufacturing Platform: We enable our customers to transition their production to an efficient and flexible manufacturing platform that is specialized for the production of optics and similarly complex products and is located in a low-cost geography. We believe our advanced manufacturing technologies, coupled with our broad engineering capabilities, give us the ability to identify opportunities to improve our customers’ manufacturing processes and provide meaningful production cost benefits. We have also developed a series of customized software tools that we believe provide us with a specialized ability to manage the unique aspects of low-volume, high-mix production.
•Customizable Factory-Within-a-Factory Production Environment: We offer our customers exclusive engineering teams and manufacturing space for production. We call this concept of segregating production by customer a “factory-within-a-factory.” We believe our approach maximizes intellectual property protection and provides greater opportunities to reduce cost and improve time to market for our customers’ products.
•Vertical Integration Targeting Customized Optics and Glass: We believe our capabilities in the design and fabrication of high-value customized optics and glass are complementary to our manufacturing services. Specifically, these capabilities enable us to strategically align our business to our customers’ needs by streamlining our customers’ product development process and reducing the number of suppliers in our customers’
manufacturing supply chains. Also, we use these customized optics and glass products in certain of the components, modules and subsystems we manufacture, which enables us to shorten time to market and reduce the cost for our customers. We believe this level of vertical integration positions us to capitalize on further opportunities to cross-sell our design and fabrication capabilities.
•Turn-Key Supply Chain Management: We have created a proprietary set of automated manufacturing resource planning tools designed specifically to address the unique inventory management demands of “low-volume, high-mix” manufacturing. Over the years, we have developed strong relationships with thousands of suppliers and implemented inventory management strategies with many of them, which enables us to obtain inventory on an as-needed basis and provide on-site stocking programs. We believe our deep expertise, relationships and capabilities in supply chain and materials management often allows us to further reduce costs and cycle times for our customers.
The key elements of our growth strategy are to:
| • | | Strengthen Our Presence in the Optical Communications Market: We believe we are a leader in manufacturing products for the optical communications market. The optical communications market is growing rapidly, driven by the growth in demand for increased network bandwidth and penetration from core to metro networks and data center infrastructures. We believe this trend will continue to increase the demand for the products that we manufacture and the services we provide. We continue to invest resources in advanced manufacturing process and optical packaging technologies to support the manufacture of the next generation of complex optical products.
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| • | | Leverage Our Technology and Manufacturing Capabilities to Continue to Diversify OurEnd-Markets: We intend to use our technological strengths in precision optical and electro-mechanical manufacturing, advanced packaging and process design engineering to continue our diversification into industrial lasers, medical, sensors, and other select markets that require similar capabilities.
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| • | | Continue to Extend Our Customized Optics and Glass Vertical Integration: We will continue to extend our vertical integration into customized optics and glass in order to gain greater access to key
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| components used in the complex products we manufacture as well as to continue our diversification into new markets. We believe our customized optics and glass capabilities are highly complementary to our optical and electro-mechanical manufacturing services, and we intend to continue to market these products to our existing manufacturing services customers. In addition, we intend to continue our focus on customized optics and glass through further investment into research and development, as well as through potential acquisitions in what remains a highly fragmented market.
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| • | | Evaluate Potential Strategic Alternatives such as Acquisitions and Joint Ventures:We will continue to evaluate opportunities to further expand our manufacturing capabilities and diversify ourend-markets through the evaluation of various acquisition and joint venture opportunities around the globe. For example, in September 2016 we acquired Global CEM Solutions Ltd. and all of its subsidiaries (collectively, “Fabrinet UK”) to diversify our markets and customer base and accelerate our entrance into the European EMS market.
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| • | | Broaden Our Client Base Geographically:Our manufacturing services are incorporated into products that are distributed in markets worldwide, but we intend to further build out our client base in strategic regions. We intend to focus on expanding our client base in Europe, Asia-Pacific, the Middle East and the United States. We believe these regions have a large and robust optics market, as well as a need for advanced manufacturing services in other growth markets, and would benefit from our precision optical and electromechanical manufacturing services.
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| • | | Establish New Product Introduction (“NPI”) Centers to Generate and Transfer New Business to Thailand:•Strengthen Our Presence in the Optical Communications Market: We believe we are a leader in manufacturing products for the optical communications market. The optical communications market is growing rapidly, driven by the growth in demand for increased network bandwidth and penetration from core to metro networks and data center infrastructures. We believe this trend will continue to increase the demand for the products that we manufacture and the services we provide. We continue to invest resources in advanced manufacturing process and optical packaging technologies to support the manufacture of the next generation of complex optical products.•Leverage Our Technology and Manufacturing Capabilities to Continue to Diversify Our End-Markets: We intend to use our technological strengths in precision optical and electro-mechanical manufacturing, advanced packaging and process design engineering to continue our diversification into industrial lasers, medical, sensors, and other select markets that require similar capabilities. •Continue to Extend Our Customized Optics and Glass Vertical Integration: We will continue to extend our vertical integration into customized optics and glass in order to gain greater access to key components used in the complex products we manufacture as well as to continue our diversification into new markets. We believe our customized optics and glass capabilities are highly complementary to our optical and electro-mechanical manufacturing services, and we intend to continue to market these products to our existing manufacturing services customers. In addition, we intend to continue our focus on customized optics and glass through further investment into research and development, as well as through potential acquisitions in what remains a highly fragmented market. •Evaluate Potential Strategic Alternatives such as Acquisitions and Joint Ventures: We will continue to evaluate opportunities to further expand our manufacturing capabilities and diversify our end-markets through the evaluation of various acquisition and joint venture opportunities around the globe. •Broaden Our Client Base Geographically: Our manufacturing services are incorporated into products that are distributed in markets worldwide, but we intend to further build out our client base in strategic regions. We intend to focus on expanding our client base in Europe, Asia-Pacific, the Middle East and the United States. We believe these regions have a large and robust optics market, as well as a need for advanced manufacturing services in other growth markets, and would benefit from our precision optical and electromechanical manufacturing services. •Establish New Product Introduction (“NPI”) Centers to Generate and Transfer New Business to Thailand: We established Fabrinet West, Inc. as an NPI center in the heart of Silicon Valley and Fabrinet Israel as an NPI center in Israel’s “Startup Village.” These NPI centers serve as business development arms with an NPI center in the heart of Silicon Valley. Fabrinet West, Inc. serves as our business development arm with emphasis on new business generation, and eventual transfer to Thailand after NPI. Equipped withstate-of-the-art surface mount and advanced optical packaging technologies and infrastructure, and with close proximity to a large portion of our customer base, this center helps to accelerate customer NPI and provides seamless access and future transfer to thelow-cost manufacturing base in Thailand.
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In March 2018, we began laying the groundwork for a new facility in Israel, where we expect to continue our proven model of providing local NPI services, helping our customers with design for manufacturability and then transferring those programs to Thailand for volume manufacturing.
Equipped with state-of-the-art surface mount and advanced optical packaging technologies and infrastructure, and with close proximity to a large portion of our customer base, these centers help to accelerate customer NPI and provide seamless access and future transfer to the low-cost manufacturing base in Thailand.
We offer integrated precision optical, electro-mechanical, and electronic manufacturing services and customized optics and glass fabrication services for our OEM customers.
Precision Optical, Electro-Mechanical, and Electronic Manufacturing Services
Process Design and Engineering
We continuously analyze our customers’ product designs for cost and manufacturability improvements. We perform detailed design for manufacturability studies and design of experiments to assist in optimizing a product’s design for the lowest cost possible without compromising the quality specifications of form, fit and function. In the case of a new product design, we may assist in assembling one or more prototype products using the same production line and the same engineering and manufacturing teams that would be used for product qualification and volume production. We often transfer production from a customer’s internal prototype or production lines to our own facilities, requiring a copy-exact: the setup of a production process identical to the one used by our customer to minimize the number of variables and expedite qualification.
Advanced Optical Packaging
We have a dedicated team of experienced engineers supporting our advanced optical packaging development capabilities. These highly qualified engineers work closely with our customers to understand the
development requirements of their new products and assist them to build prototypes, as well as source materials, optimize manufacturing processes and develop schedules to bring these products to volume production. We maintain a real-time roadmap for the packaging requirements of our customers and the industry in general. Our advanced packaging team develops and maintains generic recipes that are readily available to be tailored and refined for the specific new applications of our customers, which helps to further accelerate prototype development and product delivery time.
Printed Circuit Board Assembly and Test
Printed circuit board assembly involves attaching electronic components, such as integrated circuits, capacitors, receivers, transceivers and other components and modules to printed circuit boards. We employ a variety of mounting and assembly technologies, including SMT, PTH and ACT,
press-fit, and other connection processes that are focused on miniaturization and increasing the density of component placement on printed circuit boards. These technologies, which support the needs of our customers to provide greater functionality in smaller products, include chip-scale packaging, ball grid array, direct chip attach and high density interconnect. We perform
in-circuit, functional and environmental testing of printed circuit board assemblies to verify all components are properly inserted, attached and the electrical circuits are complete, and that the board or assembly operates in accordance with its final design and manufacturing specifications.
Dedicated New Product Introduction
We are committed to providing NPI capabilities designed to ensure that our customers’ products get to market as quickly as possible.
Co-locating strong engineering services in process design, prototyping, design for manufacturability (“DFM”) and test at these locations gives customers
asa full suite of NPI services for quick-turn PCBA to
box-build to full system assembly. Stringent IP protection protocols are strictly enforced throughout the entire process, safeguarding our customers’ intellectual property. Our NPI sites are outfitted with
state-of-the-art production equipment that mirrors the equipment used in our
low-cost manufacturing facilities, ensuring a fast, smooth transition to a
low-cost production environment once the product is qualified.
Production line and environmental qualifications require a variety of process engineering and technical skills, and the use of specialized equipment. Many of the products that we produce for our customers require extensive environmental and reliability qualification involving, in some cases, a three to six months or longer duration prior to volume production. The qualification phase may include a customer’s certification of a production line or process and one or a series of qualification tests for mechanical integrity and environmental endurance as specified by an industry standards organization, such as Telcordia for telecommunication equipment. We have extensive expertise in the planning, executing, troubleshooting and ultimate success of these qualifications and testing environments, which provides our customers a higher likelihood of completing these qualifications in a timely fashion.
Continuous Improvement and Optimization
Once we have completed the qualification phase and stabilized production yields, we shift our focus to cost and quality optimization. This requires a close working relationship with our customer to optimize processes and identify alternative sources for materials to improve efficiency, yields and cost. Design and process improvements may include reducing the number of parts, simplifying the assembly process, eliminating
non-value add operations, using standard materials and optimizing manufacturing lines.
Supply Chain and Inventory Management
Our expertise in supply chain and materials management often allows us to further reduce costs and cycle times for our customers. Our procurement and materials management services include planning, purchasing,
expediting, warehousing and financing materials from thousands of suppliers. We have created a proprietary set of automated manufacturing resource planning tools to manage our inventory. We have also implemented inventory management strategies with certain suppliers that enable us to use inventory on anas-needed basis and provideon-site stocking programs.
We believe the integration of our manufacturing and test controls, quality systems, and software platforms contribute significantly to our ability to deliver high-quality products on a consistent basis and reduce the risk that we will be required to repair or replace defective products. Our manufacturing execution system (“MES”) is directly integrated with our test system and enterprise resource planning (“ERP”) database allowing us to respond to any process deviations in real time. We work with customers to develop product-specific test strategies. We also provide a variety of test management services, including material and process testing and reliability testing. In addition to providing yield, manufacturing data tracking and other information, our data tracking system also performs process route checking to ensure that the products follow correct process steps, and the test results meet all specified criteria. Our test capabilities include traditional PCBA testing, mechanical testing and optical testing, which includes parametric testing, such as insertion loss, return loss and extinction ratio, and functional testing (e.g., bit error ratio).
Customized Glass and Crystal Optics Fabrication
We design and fabricate our own customized glass and crystal optics, which are core components of the higher level assemblies that we manufacture for our customers. Our fabrication facilities are located in Fuzhou, China and Mountain Lakes, New Jersey. Our customized glass and crystal optics products include the following:
| • | | Fiber Optic Ferrules and Alignment Sleeves; Fiber Optic Substrates; Precision Glass Tubing, Precision Capillaries and Rods: These single bore and multi-bore products, in various shapes and dimensions, are used principally in optical communications, medical and industrial applications.
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| • | | Laser Optics:Includes crystals (such as YVO4, Nd: YVO4, Cr: YAG, and BBO), optics, high reflectivity mirrors, lenses, prisms and windows used in laser applications.
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| • | | Medical Optics:Includes mirrors, lenses, filters, waveplates, windows, and prisms incorporated into various medical equipment products.
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| • | | Storage Optics: Includes mirrors, polarizing beam splitters or PBS, and waveplates incorporated into optical storage products.
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| • | | Surveying Optics: Includes penta prisms, corner cubes, andT-Windows incorporated into precision surveying products.
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| • | | Telecom Optics: Includes lenses (such as spherical,a-spherical,C-lens, and cylindrical), waveplates, mirrors, prisms, filters and YVO4 crystals used for telecommunications applications.
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| • | | Telecommunication Subassemblies: Includes fiber pigtails (both single and dual), assemblies and collimators used in many fiber optic components such as isolators, circulators, optical switches and three-port filters.
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•Fiber Optic Ferrules and Alignment Sleeves; Fiber Optic Substrates; Precision Glass Tubing, Precision Capillaries and Rods: These single bore and multi-bore products, in various shapes and dimensions, are used principally in optical communications, medical and industrial applications.
•Laser Optics: Includes crystals (such as YVO4, Nd: YVO4, Cr: YAG, and BBO), optics, high reflectivity mirrors, lenses, prisms and windows used in laser applications.
•Medical Optics: Includes mirrors, lenses, filters, wave plates, windows, and prisms incorporated into various medical equipment products.
•Storage Optics: Includes mirrors, polarizing beam splitters or PBS, and wave plates incorporated into optical storage products.
•Surveying Optics: Includes penta prisms, corner cubes, and T-Windows incorporated into precision surveying products.
•Telecom Optics: Includes lenses (such as spherical,a-spherical,C-lens,and cylindrical), wave plates, mirrors, prisms, filters and YVO4 crystals used for telecommunications applications.
•Telecommunication Subassemblies: Includes fiber pigtails (both single and dual), assemblies and collimators used in many fiber optic components such as isolators, circulators, optical switches and three-port filters.
Based on our experience with customers and our qualitative assessment of our capabilities, we believe we provide a broader array of process technologies to the optics industry than any other manufacturing services provider. We also continue to invest in customized optics and glass technology including in the areas of crystal growth, crystal and glass processing, optical coating, polishing and lapping, optical assemblies and precision glass drawing. We intend to continue to increase our process engineering capabilities and manufacturing
technologies to extend our product portfolio and continue to gain market share in the optics industry. Our internally developed and licensed technologies include the following:
| • | | Advanced Optical Packaging: We have extensive experience in developing manufacturing processes and performing value engineering to improve our customers’ product performance, quality, reliability and manufacturing yields. In many cases, we partner with our customers to develop custom manufacturing solutions for their optics products.
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| • | | Reliability Testing: Our reliability laboratory enables us to test the degree to which our results and specifications conform to our customers’ requirements. Through the reliability laboratory, we are able to perform most of the tests required by industry standards, including damp heat, thermal aging, thermal shock, temperature cycling, shock and vibration, accelerated life testing and stress screening. The reliability laboratory is critical to verification of root cause failure analysis.
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| • | | Optical and Mechanical Material and Process Analysis: Ourin-house material and process laboratory analyzes materials to support incoming inspection, process development, process monitoring, failure analysis and verification of compliance with the applicable environmental standards.
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| • | | Precision Optical Fiber and Electro-Mechanical Assembly:We have extensive experience in precision optical and electro-mechanical assemblies in clean room environments, clean room control discipline, cleaning technologies and electro-static discharge (“ESD”) protection.
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| • | | Fiber Metallization and Lensing:We use our fiber metallization and fiber lensing capabilities to assist our customers in packaging their products. Many optical component package designs require metallized fiber and some designs also require lensing at the tip of the fiber. We havein-house capabilities that enable us to produce these products at a low cost, with short lead times and high quality.
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| • | | Fiber Handling and Fiber Alignment: The technique with which optical fiber is handled can have a significant impact on the functionality and reliability of optics products due to the risk of damage or flaws introduced to the fiber surface or micro-cracks to the core of the fiber, which may impact alignment or signal quality, among other things. We have implemented a number of processes, techniques, and best practices to avoid stressing or otherwise damaging fiber during stripping, cleaving and connectorization. Such techniques are also designed to achieve optimal alignment of fiber in the shortest period of time during these processes.
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| • | | Optical Testing:We have the capability to perform parametric and functional tests for a wide variety of optical devices. In many cases, we are also able to help our customers develop their own proprietary software and test fixtures.
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| • | | Crystal Growth and Processing: Our crystal growth technology producesnon-linear optical crystals and crystals used in laser applications. Our processing capabilities include dicing, grinding, polishing and inspection with high dimension, tolerance and surface quality.
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| • | | Precision Glass Drawing: We have developed the specialized capabilities necessary to draw precision structures within tight tolerances using borosilicate, clear fused quartz and synthetic fused silica glass. Using these processes, we produce customized rectangular and circular glass tubes and rods in various configurations and with multiple bores that are accurately drawn in precise locations within the tubing. These tubes can be sliced into thin wafers for use in various applications, such as ultra-filtration of bacteria, micro-organism counting, and identification of organisms and substances. These tubes can also be cut into larger lengths to produce ferrules and sleeves for use in fiber optic communications components.
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| • | | Optical Coating: We provide a wide variety of coating from simple single layer anti-reflection coatings to complex multi-layer stacks. The types of coating we provide include anti-reflection, partial reflection and high reflection.
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•Advanced Optical Packaging: We have extensive experience in developing manufacturing processes and performing value engineering to improve our customers’ product performance, quality, reliability and manufacturing yields. In many cases, we partner with our customers to develop custom manufacturing solutions for their optics products.
•Reliability Testing: Our reliability laboratory enables us to test the degree to which our results and specifications conform to our customers’ requirements. Through the reliability laboratory, we are able to perform most of the
tests required by industry standards, including damp heat, thermal aging, thermal shock, temperature cycling, shock and vibration, accelerated life testing and stress screening. The reliability laboratory is critical to verification of root cause failure analysis.
•Optical and Mechanical Material and Process Analysis: Our in-house material and process laboratory analyzes materials to support incoming inspection, process development, process monitoring, failure analysis and verification of compliance with the applicable environmental standards.
•Precision Optical Fiber and Electro-Mechanical Assembly: We have extensive experience in precision optical and electro-mechanical assemblies in clean room environments, clean room control discipline, cleaning technologies and electro-static discharge (“ESD”) protection.
•Fiber Metallization and Lensing: We use our fiber metallization and fiber lensing capabilities to assist our customers in packaging their products. Many optical component package designs require metallized fiber and some designs also require lensing at the tip of the fiber. We have in-house capabilities that enable us to produce these products at a low cost, with short lead times and high quality.
•Fiber Handling and Fiber Alignment: The technique with which optical fiber is handled can have a significant impact on the functionality and reliability of optics products due to the risk of damage or flaws introduced to the fiber surface or micro-cracks to the core of the fiber, which may impact alignment or signal quality, among other things. We have implemented a number of processes, techniques, and best practices to avoid stressing or otherwise damaging fiber during stripping, cleaving and connectorization. Such techniques are also designed to achieve optimal alignment of fiber in the shortest period of time during these processes.
•Optical Testing: We have the capability to perform parametric and functional tests for a wide variety of optical devices. In many cases, we are also able to help our customers develop their own proprietary software and test fixtures.
•Crystal Growth and Processing: Our crystal growth technology produces non-linear optical crystals and crystals used in laser applications. Our processing capabilities include dicing, grinding, polishing and inspection with high dimension, tolerance and surface quality.
•Precision Glass Drawing: We have developed the specialized capabilities necessary to draw precision structures within tight tolerances using borosilicate, clear fused quartz and synthetic fused silica glass. Using these processes, we produce customized rectangular and circular glass tubes and rods in various configurations and with multiple bores that are accurately drawn in precise locations within the tubing. These tubes can be sliced into thin wafers for use in various applications, such as ultra-filtration of bacteria, micro-organism counting, and identification of organisms and substances. These tubes can also be cut into larger lengths to produce ferrules and sleeves for use in fiber optic communications components.
•Optical Coating: We provide a wide variety of coating from simple single layer anti-reflection coatings to complex multi-layer stacks. The types of coating we provide include anti-reflection, partial reflection and high reflection.
We continuously invest in new and optimized processes to accommodate the next generation of optical devices, such as optical packaging, anti-reflective coating and complex printed circuit board technologies. We believe many of these manufacturing processes and technologies will be key to developing and commercializing the next generation of optical devices, which may include multi-function passive optics and photonic integrated circuits (which are devices that incorporate various optical components and modules into a packaged chip), receivers integrated with an optical amplifier, and active optical cabling. We also anticipate our customers will continue to desire our vertically integrated capabilities, designing customized optics and glass to be incorporated into optical components, modules and complete network or laser systems.
Customers, Sales and Marketing
The optical communications market we serve is highly concentrated. Therefore, we expect a significant percentage of our total revenues will continue to come from a small number of customers. During
each of fiscal
year 2018years 2021 and
fiscal year 2017,2020, we had
one customer, Lumentum Operations LLC,three customers that
each contributed 10% or more of our total revenues.
This customer accounted for 16%During fiscal year 2021, Cisco Systems Inc., Lumentum Operations LLC and
17%Infinera Corporation contributed 13.9%, 13.6% and 11.6%, respectively, of our total
revenues during the respectiverevenues. During fiscal
years.year 2020, Lumentum Operations LLC, Acacia Communications, Inc. and Infinera Corporation contributed 19.0%, 10.2% and 10.0%, respectively, of our total revenues.
The production of optical devices is characterized by a lengthy qualification process. In particular, the qualification and field testing of the products that we produce for our customers may take three to six months or longer to complete. Generally,
we must qualify our production process with our customers, and the products that we manufacture must also meet the product quality requirements of our customers’ customers. While most of our customers do not purchase our services until they qualify the services and satisfactorily complete factory audits and vendor evaluations, we typically produce a test run of their products to demonstrate that the products we produce will meet their qualification standards in advance of receiving an order. As part of this process, our engineers work closely with the customer’s design and procurement teams. We believe that the rigorous product transfer and qualification processes, and the close relationships that we develop with our customers during those processes,
resultsresult in greater visibility into product life cycles and longer-term customer engagements.
We are substantially dependent on orders we receive and fill on a short-term basis. Although we often receive a
12-month forecast from our customers, our customer contracts do not provide any assurance of future sales, and sales are typically made pursuant to individual purchase orders that have short lead times and are subject to revision or cancellation. Because of the possibility of changes in delivery or acceptance schedules, cancellations of orders, returns or price reductions, we do not believe that backlog is a reliable indicator of our future revenues.
Suppliers of Raw Materials
Our manufacturing operations use a wide variety of optical, semiconductor, mechanical and electronic components, assemblies and raw materials. We generally purchase materials from our suppliers through standard purchase orders, as opposed to long-term supply agreements. We rely on sole-source suppliers for a number of critical materials. Some of these sole-source suppliers are small businesses, which presents risks to us based on their financial health and reliability, which we continually monitor. We have historically experienced supply shortages resulting from various causes, including reduced yields by our suppliers, which have prevented us from manufacturing products for our customers in a timely manner. While we continually undertake programs to strengthen our supply chain, we are experiencing, and expect
to experience for the foreseeable future,
to continue to experience, strain on our supply chain, as well as periodic supplier problems. We have incurred, and expect to
continue to incur for the foreseeable future, costs to address these problems.
We have an extensive quality management system that focuses on continual process improvement and achieving high levels of customer satisfaction. We employ a variety of enhanced statistical engineering
techniques and other tools to improve product and service quality. In addition, we generally offer a warranty ranging from one to five years on the products that we assemble. Generally, this warranty is limited to our workmanship and our liability is capped at the price of the product.
Our quality management systems help to ensure that the products we provide to our customers meet or exceed industry standards. We maintain the following certifications:
ISO9001ISO 9001 for Manufacturing Quality Management Systems;
ISO14001ISO 14001 for Environmental Management Systems;
TL9000TL 9000 for Telecommunications Industry Quality Certification;
IATF16949IATF 16949 for Automotive Industry Quality Certification;
ISO13485ISO 13485 for Medical Devices Industry Quality Certification;
AS9100AS 9100 for Aerospace Industry Quality Certification; NADCAP (National Aerospace and Defense Contractors Accreditation Program) for Quality Assurance throughout the Aerospace and Defense Industries; and
OHSAS18001OHSAS 18001 for Occupational Health and Safety Management Systems. We also maintain compliance with various additional standards imposed by the U.S. Food and Drug Administration, or FDA, with respect to the manufacture of medical devices.
Additionally, we are required to register with the FDA and other regulatory bodies and are subject to continual review and periodic inspection for compliance with various regulations, including testing, quality control and documentation procedures. We hold the following additional certifications: ANSI ESD S20.20 for facilities and manufacturing process control, in compliance with ESD standard; Transported Asset Protection Association, or TAPA, for Logistic Security Management System; and
CSR-DIW for Corporate Social Responsibility in Thailand. In the European Union, we are required to maintain certain ISO certifications in order to sell our precision optical, electro-mechanical and electronic manufacturing services and we must undergo periodic inspections by regulatory bodies to obtain and maintain these certifications.
In addition to these standards, we are committed to the deployment of sustainable manufacturing, lean initiatives, and continuous improvement throughout our operations. The implementation of lean manufacturing initiatives helps improve efficiency and reduce waste in the manufacturing process in areas such as inventory on hand, set up times, and floor space and the number of people required for production, while Kaizen and Six Sigma ensures continuous improvement by reducing process variation.
Although the manufacturing services market is highly competitive, we believe that there are significant barriers to entry in our existing and target markets, including lengthy sales cycles, the need to demonstrate complex precision optical and electro-mechanical engineering and manufacturing capabilities to a prospective customer and the ability to protect a customer’s intellectual property.
Our overall competitive position depends upon a number of factors, including:
•our manufacturing technologies and capacity;
•the quality of our manufacturing processes and products;
•our supply chain tools and data management systems;
•our ability to safeguard and protect our customers’ intellectual property;
•our engineering and prototyping capabilities;
•our ability to strengthen and broaden our engineering services andknow-how to participate in the growth of emerging technologies;
•our ability to deliveron-time;
•our ability to deliver continuous cost improvements; and
•our responsiveness and flexibility.
Competitors in the market for optical manufacturing services include Benchmark Electronics, Inc., Celestica Inc.,Sanmina-SCI Corporation, Jabil Circuit, Inc. and Venture Corporation Limited, as well as the internal manufacturing capabilities of our customers. Our customized optics and glass operations face competition from companies such as Browave Corporation, Fujian Castech Crystals, Inc., Photop Technologies, Inc. and Research Electro-Optic, Inc. Our UK competitors for printed circuit board assemblies include STI Limited and Axiom Manufacturing Services Limited.
Our success depends, in part, on our ability to protect our customers’ intellectual property. We license various technologies from our customers on a
non-exclusive, royalty-free,
non-transferable basis for the sole purpose of allowing us to manufacture products for those customers in accordance with their specifications. We have no rights to disclose, use, sublicense or sell this licensed technology for any other purpose. The duration of these licenses is limited to the duration of the underlying supply or manufacturing agreement. To meet the demands of certain customers, we created a
factory-within-a-factory manufacturing environment that physically separates the manufacturing sites from one another. Some customers, for example, demand anonymity at our facilities while other customers require additional security measures such as biometric devices to safeguard their segregated manufacturing areas.
We regard our own manufacturing process technologies and customized optics and glass designs as proprietary intellectual property. We own any process engineering technology independently developed
in-house by our technical staff. As part of our manufacturing services, to the extent we utilize our own manufacturing process technologies in the manufacture of our customers’ products, we grant our customers a royalty-free license to these process engineering technologies for the purpose of allowing our customers to make their products. Any process engineering or other improvements that we develop in connection with the improvement or optimization of a process for the manufacturing of a customer’s products are immediately assigned to that customer. To protect our proprietary rights, we rely largely upon a combination of trade secrets,
non-disclosure agreements and internal security systems. Historically, patents have not played a significant role in the protection of our proprietary rights. Nevertheless, we currently have a relatively small number of solely-owned and
jointly-held PRC patents in various customized optic technologies with expiration dates between 2022 and 2034. We believe that both our evolving business practices and industry trends may result in the continued growth of our patent portfolio and its importance to us, particularly as we expand our business.
We are subject to a variety of international and U.S. laws and other legal requirements relating to the use, disposal, cleanup of and human exposure to hazardous materials. To date, such laws and regulations have not materially affected our business. We do not anticipate any material capital expenditures for environmental control facilities for the foreseeable future. While to date we are not aware of any material exposures, there can be no assurance that environmental matters will not arise in the future or that costs will not be incurred with respect to sites as to which no problem is currently known.
Our corporate social responsibility practices focus on creating better social, economic and environmental outcomes for all stakeholders in the global electronics supply chain. These outcomes include:include improved conditions for workers, increased efficiency and productivity for customers and suppliers, economic development, and a clean environment for our communities. We are committed to implementing programs that focus on driving continuous improvements in social, ethical, and environmental compliance throughout all of our global operating units in accordance with our Code of Business Conduct. As a guide to achieve this end, we look at principles, policies and standards as prescribed by the Electronics Industry Citizenship CoalitionResponsible Business Alliance (“EICC”RBA”), an association of global electronics companies whose mission is to enable companies to improve the social and environmental conditions in the global supply chain. Fabrinet is a full member of the EICC.RBA.
Fabrinet was incorporated under the laws of the Cayman Islands in August 1999 and commenced business operations in January 2000. We have fifteen direct and indirect subsidiaries, all of which are wholly-owned. As the parent company, we enter into contracts directly with our customers
and have entered into various inter-company agreements withwhile some of our subsidiaries
while our subsidiaries, Casix, Inc., FBN New Jersey Manufacturing, Inc., Fabrinet West, Inc.,in the PRC, the U.S. and
Fabrinet UK Limited, eachthe U.K. enter into sales contracts or purchase orders directly with their customers. We have inter-company agreements with
Fabrinet Co., Ltd.certain of our subsidiaries in Thailand, the U.S. and
FBN New Jersey Manufacturing, Inc., whereby each providesGermany to provide manufacturing services to
us. We alsous, and we have inter-company agreements with
Fabrinet USA, Inc.certain of our subsidiaries in the U.S. and
Fabrinet Pte., Ltd.Singapore to provide
us certain administrative and business development
services.Employees
services to us.
Human Capital Resources
Our workforce is distributed globally over eight countries. As of June
29, 2018,25, 2021, we employed approximately
10,57912,189 full-time employees worldwide,
includingwith approximately
10,27111,895 employees
located in the Asia-Pacific region, 183 employees located in North America, and 111 employees located in Europe or the Middle East. Of our total workforce, approximately 11,877 employees were involved in manufacturing operations and
308312 employees
were involved in business development and general and administrative functions. None of our employees are represented by a labor union. We have not experienced any work stoppages, slowdowns, or strikes. We consider our relations with our employees to be positive.
We are committed to promoting diversity and inclusion in the workplace, developing our employees and supporting our employees’ well-being and safety. To ensure diversity within our workforce we advertise job openings and source candidates broadly to attract a diverse candidate pool. We also monitor hiring, termination and pay practices to ensure compliance with established regulations across the world, and we track and report internally on key talent metrics including talent pipeline, employee promotions, employee turnover, and engagement of our employees. We provide employee career guidance and counseling through established employee development and training opportunities.
We have taken a wide variety of measures to protect the health and well-being of our employees, suppliers, and customers during the COVID-19 pandemic. We made substantial modifications to employee travel policies and implemented office closures so non-essential employees could work remotely. At our manufacturing facilities, we implemented mandatory temperature detection at building entrances, rigorous and regular facility and equipment disinfection, and mandatory personal protective equipment protocols, including (1) the wearing of face masks throughout our factories at all times; (2) distributing our employees across shifts to better maintain safe personal distances; (3) isolating incoming parts and materials for a week or more prior to unpacking, or applying extreme heat to kill potential viruses; (4) directing our non-factory personnel to work remotely; and (5) restricting all non-employee visits to our campuses. We also made arrangements for our employees in Thailand to receive COVID-19 vaccines beginning in the first quarter of fiscal year 2022.
Our website is located at www.fabrinet.com. The information posted on our website is not incorporated into this Annual Report on Form10-K. Our Annual Report on Form10-K, Quarterly Reports on Form10-Q, Current Reports on Form8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge through the “Investors” section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (“SEC”). You may also access all of our public filings through the SEC’sThe SEC maintains a website at www.sec.gov. Further, a copywww.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including Fabrinet.
ITEM 1A.RISK FACTORS
Investing in our ordinary shares involves a high degree of risk. You should carefully consider the following risks as well as the other information contained in this Annual Report on Form
10-K, including our consolidated financial statements and the related notes, before investing in our ordinary shares. The risks and uncertainties described below are not the only ones that we may face. Additional risks and uncertainties of which we are unaware, or that we currently deem immaterial, also may become important factors that affect us or our ordinary shares. If any of the following risks actually occur, they may harm our business, financial condition and operating results. In this event, the market price of our ordinary shares could decline and you could lose some or all of your investment.
Risks Related
COVID-19 Updates
The COVID-19 pandemic has adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets. In addition, the pandemic has resulted in travel restrictions, business closures and the institution of quarantines and other restrictions on movement in many communities.
The extent of the impact of COVID-19 on our future business, financial condition and operating results will depend largely on future developments, including (i) the duration and magnitude of the pandemic; (ii) the measures taken by governmental authorities and private sectors to
Our Businesslimit the spread of COVID-19; (iii) our ability to continue providing products and services; and (iv) the effect of the pandemic on our customers, all of which are highly uncertain and cannot be predicted. While we have updated our risk factors to reflect risks of which we are aware, this situation is changing rapidly and additional impacts may arise that we are not aware of currently.
Company and Operational Risks
Our sales depend on a small number of customers. A reduction in orders from any of these customers, the loss of any of these customers, or a customer exerting significant pricing and margin pressures on us could harm our business, financial condition and operating results.
We have depended, and will continue to depend, upon a small number of customers for a significant percentage of our total revenues. During
each of fiscal
year 2018years 2021 and
fiscal year 2017,2020, we had
one customer, Lumentum Operations LLC,three customers that
each contributed 10% or more of our
total revenues.
This customerSuch customers together accounted for
16%39.1% and
17%39.0% of our
total revenues during the respective
fiscal years.periods. Dependence on a small number of customers means that a reduction in orders from, a loss of, or other adverse actions by any one of these customers would reduce our revenues and could have a material adverse effect on our business, financial condition and operating
results.results
Further, our customer concentration increases the concentration of our accounts receivable and our exposure to payment default by any of our key customers. Many of our existing and potential customers have substantial debt burdens, have experienced financial distress or have static or declining revenues, all of which may be exacerbated by
the sudden and continuing global economic downturn and uncertainty due to COVID-19 and subsequent adverse conditions in the credit markets,
continual uncertainty in global economiesthe impact of the U.S.-China trade dispute, and the
impactsimpact of Brexit. Certain of our customers have gone out of business, declared bankruptcy, been acquired, or announced their withdrawal from segments of the optics market. We generate significant accounts payable and inventory for the services that we provide to our customers, which could expose us to substantial and potentially unrecoverable costs if we do not receive payment from our customers.
Reliance
Our reliance on a small number of customers gives
thoseour customers substantial purchasing power and leverage in negotiating contracts with us. In addition, although we enter into master supply agreements with our customers, the level of business to be transacted under those agreements is not guaranteed. Instead, we are awarded business under those agreements on a
project-by-project basis. Some of our customers have at times significantly reduced or delayed the volume of manufacturing services that they order from us. If we are unable to maintain our relationships with our existing significant customers, our business, financial condition and operating results could be harmed.
Consolidation in the markets we serve could harm our business, financial condition and operating results.
Consolidation in the markets we serve has resulted in a reduction in the number of potential customers for our services. For example,
in March 2018, Lumentum Holdings Inc. and Oclaro, Inc., both of which are our customers,II-VI Incorporated (“II-VI”) entered into an agreement
for Lumentumin March 2021 to acquire
Oclaro.Coherent, Inc.; Cisco Systems, Inc. completed its acquisition of Acacia Communications Inc. in March 2021; II-VI completed its acquisition of Finisar Corporation in September 2019; and Lumentum Holdings Inc. completed its acquisition of Oclaro, Inc. in December 2018. In some cases, consolidation among our customers has led to a reduction in demand for our services as customers
have acquired the capacity to manufacture products
in-house.
Consolidation among our customers and their customers maywill continue and mayto adversely affect our business, financial condition and operating results in several ways. Consolidation among our customers and their
customers may result in a smaller number of large customers whose size and purchasing power give them increased leverage that may result in, among other things, decreases in our average selling prices. In addition to pricing pressures, this consolidation may also reduce overall demand for our manufacturing services if customers obtain new capacity to manufacture productsin-house or discontinue duplicate or competing product lines in order to streamline operations. If demand for our manufacturing services decreases, our business, financial condition and operating results could be harmed.
If the optical communications market does not expand as we expect, our business may not grow as fast as we expect, which could adversely impact our business, financial condition and operating results.
Revenues from optical communications products represented 76.7% and 76.0% of our total revenues for fiscal year 2021 and fiscal year 2020, respectively. Our future success as a provider of precision optical, electro-mechanical and electronic manufacturing services for the optical communications market depends on the continued growth of the optics industry and, in particular, the continued expansion of global information networks, particularly those directly or indirectly dependent upon a fiber optic infrastructure. As part of that growth, we anticipate that demand for voice, video, and other data services delivered over high-speed connections (both wired and wireless) will continue to increase. Without network and bandwidth growth, the need for enhanced communications products would be jeopardized. Currently, demand for network services and for high-speed broadband access, in particular, is increasing but growth may be limited by several factors, including, among others: (1) relative strength or weakness of the global economy or certain countries or regions, (2) an uncertain regulatory environment, and (3) uncertainty regarding long-term sustainable business models as multiple industries, such as the cable, traditional telecommunications, wireless and satellite industries, offer competing content delivery solutions. The optical communications market also has experienced periods of overcapacity, some of which have occurred even during periods of relatively high network usage and bandwidth demands. If the factors described above were to slow, stop or reverse the expansion in the optical communications market, our business, financial condition and operating results would be negatively affected.
Our quarterly revenues, gross profit margins and operating results have fluctuated significantly and may continue to do so in the future, which may cause the market price of our ordinary shares to decline or be volatile.
Our quarterly revenues, gross profit margins, and operating results have fluctuated significantly and may continue to fluctuate significantly in the future. For example, any of the risks described in this “Risk Factors” section and, in particular, the following factors, could cause our
quarterly and annual revenues, gross profit margins, and operating results to fluctuate from period to period:
•any reduction in customer demand or our ability to fulfill customer orders as a result of disruptions in our supply chain caused by COVID-19;
•our ability to acquire new customers and retain our existing customers by delivering superior quality and customer service;customers;
•the cyclicality of the optical communications, market, as well as the industrial lasers, medical and sensors markets;
•our ability to achieve favorable pricing for our services;
•the effect of fluctuations in foreign currency exchange rates;
•our ability to manage our headcount and other costs; and
•changes in the relative mix in our revenues.
Therefore, we believe thatquarter-to-quarter comparisons of our operating results may not be useful in predicting our future operating results. You should not rely on our results for one quarter as any indication of our future performance. Quarterly variations in our operations could result in significant volatility in the market price of our ordinary shares.
If we are unable to continue diversifying our precision optical and electro-mechanical manufacturing services across other markets within the optics industry, such as the semiconductor processing, biotechnology, metrology and material processing markets, or if these markets do not grow as fast as we expect, our business may not grow as fast as we expect, which could adversely impact our business, financial condition and operating results.
We intend to continue diversifying across other markets within the optics industry, such as the semiconductor processing, biotechnology, metrology, and material processing markets, to reduce our dependence on the optical communications market and to grow our business. Currently, the optical communications market contributes the significant majority of our revenues. There can be no assurance that our efforts to further expand and diversify into other markets within
the optics industry will prove successful or that these markets will continue to grow as fast as we expect. In the event that the opportunities presented by these markets prove to be less than anticipated, if we are less successful than expected in diversifying into these markets, or if our margins in these markets prove to be less than expected, our growth may slow or stall, and we may incur costs that are not offset by revenues in these markets, all of which could harm our business, financial condition and operating results.
We face significant competition in our business. If we are unable to compete successfully against our current and future competitors, our business, financial condition and operating results could be harmed.
Our current and prospective customers tend to evaluate our capabilities against the merits of their internal manufacturing as well as the capabilities of other third-party manufacturers. We believe the internal manufacturing capabilities of current and prospective customers are our primary competition. This competition is particularly strong when our customers have excess manufacturing capacity, as was the case when the markets that we serve experienced a significant downturn in 2008 and 2009 that resulted in underutilized capacity. Should our existing and potential customers have excess manufacturing capacity at their facilities, it could adversely affect our business. In addition, as a result of the 2011 flooding in Thailand, some of our customers began manufacturing products internally or using other third-party manufacturers that were not affected by the flooding. If our customers choose to manufacture products internally rather than to outsource production to us, or choose to outsource to a third-party manufacturer, our business, financial condition and operating results could be harmed.
Competitors in the market for optical manufacturing services include Benchmark Electronics, Inc., Celestica Inc.,
Sanmina-SCI Corporation, Jabil Circuit, Inc., and Venture Corporation Limited. Our customized optics and glass operations face competition from companies such as Browave Corporation, Fujian Castech Crystals, Inc., Photop Technologies, Inc., and Research Electro-Optic, Inc. Our UK competitors for printed circuit board assemblies include STI Limited and Axiom Manufacturing Services Limited. Other existing contract manufacturing companies, original design manufacturers or outsourced semiconductor assembly and test companies could also enter our target markets. In addition, we may face more competitors as we attempt to penetrate new markets.
Many of our customers and potential competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater resources than we have. These advantages may allow them to devote greater resources than we can to the development and promotion of service offerings that are similar or superior to our service offerings. These competitors may also engage in more extensive research and development, undertake morefar-reaching marketing campaigns, adopt more aggressive pricing policies or offer services that achieve greater market acceptance than ours. These competitors may also compete with us by making more attractive offers to our existing and potential employees, suppliers, and strategic partners. Further, consolidation in the optics industry could lead to larger and more geographically diverse competitors. New and increased competition could result in price reductions for our services, reduced gross profit margins or loss of market share. We may not be able to compete successfully against our current and future competitors, and the competitive pressures we face may harm our business, financial condition and operating results.
Cancellations, delays or reductions of customer orders and the relatively short-term nature of the commitments of our customers could harm our business, financial condition and operating results.
We do not typically obtain firm purchase orders or commitments from our customers that extend beyond 13 weeks. While we work closely with our customers to develop forecasts for periods of up to one year, these forecasts are not binding and may be unreliable. Customers may cancel their orders, change production quantities from forecasted volumes or delay production for a number of reasons beyond our control. Any material delay, cancellation or reduction of orders could cause our revenues to decline significantly and could cause us to hold excess materials. Many of our costs and operating expenses are fixed. As a result, a reduction in customer demand could decrease our gross profit and harm our business, financial condition and operating results.
For example, in the six months ended June 26, 2020, we experienced some order cancelations and delays with respect to telecom products that we manufacture for our customers due to COVID-19; however, these cancelations and delays were partially offset by increased demand for datacom products.
In addition, we make significant decisions, including production schedules, material procurement commitments, personnel needs and other resource requirements, based on our estimate of our customers’ requirements. The short-term nature of our customers’ commitments and the possibility of rapid changes in demand for their products reduce our ability to accurately estimate the future requirements of our customers. Inability to forecast the level of customer orders with certainty makes it difficult to allocate resources to specific customers, order appropriate levels of materials and maximize the use of our manufacturing capacity. This could also lead to an inability to meet a spike in production demand, all of which could harm our business, financial condition and operating results.
Our exposure to financially troubled customers or suppliers could harm our business, financial condition and operating results.
We provide manufacturing services to companies,
Some of our customers and rely on suppliers that have in the past and may in the future experience financial difficulty, particularly in light of the sudden and continuing global economic downturn and uncertainty due to the COVID-19 pandemic and subsequent adverse conditions in the credit markets and the overall economy that have affected access to capital and liquidity. As a result, we devote significant resources to monitor receivables and inventory balances with certain of our customers. If our customers experience financial difficulty, we could have difficulty recovering amounts owed to us from these customers, or demand for our services from these customers could decline. If our suppliers experience financial difficulty, we could have trouble sourcing materials necessary to fulfill production requirements and meet scheduled shipments. Any such financial difficulty could adversely affect our operating results and financial condition by resulting in a reduction in our revenues, a charge for inventory write-offs, a provision for doubtful accounts, and an increase inlarger working capital requirements due to increases inincreased days in inventory and in days in accounts receivable. For example,
We purchase some of the critical materials used in July 2014,certain of our products from a single source or a limited number of suppliers. Supply shortages have in the past, and could in the future, impair the quality, reduce the availability or increase the cost of materials, which could harm our revenues, profitability and customer relations.
We rely on a single source or a limited number of suppliers for critical materials used in a significant number of the products we manufacture. We generally purchase these single or limited source materials through standard purchase orders and do not maintain long-term supply agreements with our suppliers. We generally use a rolling 12-month forecast based on anticipated product orders, customer forecasts, product order history, backlog, and warranty and service demand to determine our materials requirements. Lead times for the parts and components that we order vary significantly and depend on factors such as manufacturing cycle times, manufacturing yields, and the availability of raw materials used to produce the parts or components. Historically, we have experienced supply shortages resulting from various causes, including reduced yields by our suppliers, which prevented us from manufacturing products for our customers in a timely manner. More recently, for the six months ended June 26, 2020, we experienced significant fluctuations in the availability of certain materials due to COVID-19, which had an adverse impact on our revenue and costs. Currently, we are experiencing various levels of semiconductor impact due to a significant global shortage. The semiconductor supply chain is complex, and a constrained wafer capacity is occurring deep in the chain. During the COVID-19 pandemic, there has been a surging demand for consumer electronics, which in turn has increased the demand for semiconductors. At the same time, wafer foundries that support chipmakers have not invested enough in recent years to increase capacities to the levels needed to support current demand from all of their customers. Wafers have a long lead time for production, in some cases up to 30 weeks, which further exacerbates the shortage. A shortage of semiconductors or other key components can cause a significant disruption to our production schedule and have a substantial adverse effect on our business, financial condition and operating results.
Our revenues, profitability and customer relations will be harmed by continued fluctuations in the availability of materials, a stoppage or delay of supply, a substitution of more expensive or less reliable parts, the receipt of defective parts or contaminated materials, an increase in the price of supplies, or an inability to obtain reductions in price from our suppliers in response to competitive pressures. We continue to undertake programs to strengthen our supply chain. Nevertheless, we are experiencing, and expect for the foreseeable future to experience, strain on our supply chain, as well as periodic supplier problems. We have incurred, and expect for the foreseeable future to incur, costs related to our efforts to address these problems.
Managing our inventory is complex and may require write-downs due to excess or obsolete inventory, which could cause our operating results to decrease significantly in a given fiscal period.
Managing our inventory is complex. We are generally required to procure material based upon the anticipated demand of our customers. The inaccuracy of these forecasts or estimates could result in excess supply or shortages of certain materials.
Inventory that is not used or expected to be used as and when planned may become excess or obsolete. Generally, we are unable to use most of the materials purchased for one of our customers filedto manufacture products for bankruptcyany of our other customers.
Additionally, we could experience reduced or delayed product shipments or incur additional inventory write-downs and cancellation charges or penalties, which would increase costs and could harm our business, financial condition and operating results. While our agreements with customers are structured to mitigate our risks related to excess or obsolete inventory, enforcement of these provisions may result in material expense, and delay in payment for inventory. If any of our significant customers becomes unable or unwilling to purchase inventory or does not agree to such contractual provisions in the future, our business, financial condition and operating results may be harmed.
If we fail to adequately expand our manufacturing capacity, we will not be able to grow our business, which would harm our business, financial condition and operating results. Conversely, if we expand too much or too rapidly, we may experience excess capacity, which would harm our business, financial condition and operating results.
We may not be able to pursue many large customer orders or sustain our historical growth rates if we do not have sufficient manufacturing capacity to enable us to commit to provide customers with specified quantities of products. If our customers do not believe that we have sufficient manufacturing capacity, they may: (1) outsource all of their production to another source that they believe can fulfill all of their production requirements; (2) look to a second source for the manufacture of additional quantities of the products that we currently manufacture for them; (3) manufacture the products themselves; or
(4) decide against using our services for their new products.
Most recently, we expanded our manufacturing capacity by building a new facility in Chonburi, Thailand in March 2017, and we began construction of a new building at our Chonburi campus in January 2021. We may continue to devote significant resources to the expansion of our manufacturing capacity, and any such expansion will be expensive, will require management’s time and may disrupt our operations. In the event we are unsuccessful in our attempts to expand our manufacturing capacity, our business, financial condition and operating results could be harmed.
However, if we successfully expand our manufacturing capacity but are unable to promptly utilize the additional space due to reduced demand for our services or an inability to win new projects, add new customers or penetrate new markets, or if the optics industry does not grow as we expect, we may experience periods of excess capacity, which could harm our business, financial condition and operating results.
We may experience manufacturing yields that are lower than expected, potentially resulting in increased costs, which could harm our business, operating results and customer relations.
Manufacturing yields depend on a number of factors, including the following:
•the quality of input, materials andequipment;
•the quality and feasibility of our customer’sdesign;
•the repeatability and complexity of the manufacturingprocess;
•the experience and quality of training of our manufacturing and engineering teams;and
•the monitoring of the manufacturingenvironment.
Lower volume production due to continually changing designs generally results in lower yields. Manufacturing yields and margins can also be lower if we receive or inadvertently use defective or contaminated materials from our suppliers. In
addition, our customer contracts typically provide that we will supply products at a fixed price each quarter, which assumes specific production yields and quality metrics. If we do not meet the yield assumptions and quality metrics used in calculating the price of a product, we may not be able to recover the costs associated with our failure to do so. Consequently, our operating results and profitability may be harmed.
If the products that we manufacture contain defects, we could incur significant correction costs, demand for our services may decline and we may be exposed to product liability and product warranty claims, which could harm our business, financial condition, operating results and customer relations.
We manufacture products to our customers’ specifications, and our manufacturing processes and facilities must comply with applicable statutory and regulatory requirements. In addition, our customers’ products and the manufacturing processes that we use to produce them are often complex. As a result, products that we manufacture may at times contain manufacturing ordesigndefects,andourmanufacturingprocessesmaybesubjecttoerrorsorfailtocomplywithapplicablestatutory or regulatory requirements. Additionally, not all defects are immediately detectable. The testing procedures of our customers are generally limited to the evaluation of the products that we manufacture under likely and foreseeable failure scenarios. For various reasons (including, among others, the occurrence of performance problems that are unforeseeable at the time of testing or that are detected only when products are fully deployed and operated under peak stress conditions), these products may fail to perform as expected after their initial acceptance by acustomer.
We generally provide a warranty of between one to five years on the products that we manufacture for our customers.
This warranty typically guarantees that products will conform to our customers’ specifications and be free from defects in workmanship. Defects in the products we manufacture, whether caused by a design, engineering, manufacturing or component failure or by deficiencies in our manufacturing processes, and whether such defects are discovered during or after the warranty period, could result in productorcomponentfailures,whichmaydamageourbusinessreputation,whetherornotweareindemnifiedforsuchfailures. We could also incur significant costs to repair or replace defective products under warranty, particularly when such failures occur in installed systems. In some instances, we may also be required to incur costs to repair or replace defective products outside of the warranty period in the event that a recurring defect is discovered in a certain percentage of a customer’s products delivered over an agreed upon period of time. We have experienced product or component
failures in the past and remain exposed to such failures, as the products that we manufacture are widely deployed throughout the world in multiple environments and applications. Further, due to the difficulty in determining whether a given defect resulted from our customer’s design of the product or our manufacturing process, we may be exposed to product liability or product warranty claims arising from defects that are not attributable to our manufacturing process. In addition, if the number or type of defects exceeds certain percentage limitations contained in our contractual arrangements, we may be required to conduct extensive failure analysis, re-qualify for production or cease production of the specifiedproducts.
Product liability claims may include liability for personal injury or property damage. Product warranty claims may include liability for a recall, repair or replacement of a product or component. Although liability for these claims is generally assigned to our customers in our contracts, even where they have assumed liability our customers may not, or may not have the resources to, satisfy claims for costs or liabilities arising from a defective product. Additionally, under one of our contracts, in the event the products we manufacture do not meet the end-customer’s testing requirements or otherwise fail, we may be required to pay penalties to our customer, including a fee during the time period that the customer or end-customer’s production line is not operational as a result of the failure of the products that we manufacture, all of which could harm our business, operating results and customer relations. If we engineer or manufacture a product that is found to cause any personal injury or property damage or is otherwise found to be defective, we could incur significant costs to resolve the claim. While we maintain insurance for certain product liability claims, we do not maintain insurance for any recalls and, therefore, would be required to pay any associated costs that are determined to be our responsibility. A successful product liability or product warranty claim in excess of our insurance coverage or any material claim for which insurance coverage is denied, limited, is not availableorhasnotbeenobtainedcouldharmourbusiness,financialconditionandoperatingresults.
If we fail to attract additional skilled employees or retain key personnel, our business, financial condition and operating results could suffer.
Our future success depends, in part, upon our ability to attract additional skilled employees and retain our current key personnel. We have identified several areas where we intend to expand our hiring, including business development, finance, human resources, operations and supply chain management. We may not be able to hire and retain such personnel at compensation levels consistent with our existing compensation and salary structure. Our future also depends on the continued contributions of our executive management team and other key management and technical personnel, each of whom would be difficult to replace. Although we have key person life insurance policies on some of our executive officers, the loss of any of
our executive officers or key personnel or the inability to continue to attract qualified personnel could harm our business, financial condition and operating results.
Risks Related to Our International Operations
We conduct operations in a number of countries, which creates logistical and communications challenges for us and exposes us to other risks and challenges that could harm our business, financial condition and operating results.
The vast majority of our operations, including manufacturing and customer support, are located primarily in the Asia- Pacific region. The distances between Thailand, the PRC and our customers and suppliers globally create a number of logistical and communications challenges for us, including managing operations across multiple time zones, directing the manufacture and delivery of products across significant distances, coordinating the procurement of raw materials and their delivery to multiple locations and coordinating the activities and decisions of our management team, the members of which are based in different countries.
Our customers are located throughout the world, and our principal manufacturing facilities are located in Thailand. Revenues from the bill-to-location of customers outside of North America accounted for 52.8%, 49.4% and 52.3% of our revenues for fiscal year 2021, fiscal year 2020 and fiscal year 2019, respectively. We expect that revenues from the bill-to-location of customers outside of North America will continue to account for a significant portion of our revenues. Our customers also depend on international sales, which further exposes us to the risks associated with international operations. Conducting business outside the United States subjects us to a number of additional risks and challenges, including:
•compliancewithavarietyofdomesticandforeignlawsandregulations,includingtraderegulatoryrequirements;
•periodic changes in a specific country or region’s economic conditions, such asrecession;
•unanticipated restrictions on our ability to sell to foreign customers where sales of products and the provision of servicesmayrequireexportlicensesorareprohibitedbygovernmentaction(forexample,inearly2018,theU.S. Department of Commerce prohibited the export and sale of a broad category of U.S. products, as well as the provision of services, to ZTE Corporation, and in 2019, to Huawei, both of which are customers of certain of our customers);
•fluctuations in currency exchangerates;
•inadequate protection underof intellectual property rights in some countries;and
•potentialpolitical,legalandeconomicinstability,foreignconflicts,andtheimpactofregionalandglobal infectiousillnessesinthecountriesinwhichweandourcustomersandsuppliersarelocated.
Our failure to manage the Localrisks and challenges associated with our international operations could have a material adverse effect on our business.
We are subject to governmental export and import controls in several jurisdictions that subject us to a variety of risks, including liability, impairment of our ability to compete in international markets, and decreased sales and customer orders.
We are subject to governmental export and import controls in Thailand, the PRC, the United Kingdom and the United States that may limit our business opportunities. Various countries regulate the import of certain technologies and have enacted laws or taken actions that could limit (1) our ability to export or sell the products we manufacture and (2) our customers’ ability to export or sell products that we manufacture for them. The export of certain technologies from the United States, the United Kingdom and other nations to the PRC is barred by applicable export controls, and similar prohibitions could be extended to Thailand, thereby limiting our ability to manufacture certain products. Any change in export or import regulations or related legislation, shift in approach to the enforcement of existing regulations, or change in the countries, persons or technologies targeted by such regulations, could limit our ability to offer our manufacturing services to existing or potential customers, which could harm our business, financial condition and operating results.
For example, in May 2019, the U.S. Commerce Department’s Bureau of Industry and Security (BIS) added Huawei and certain affiliates to the BIS Entity List. This action denied Huawei the ability to purchase products, software and technology that are subject to U.S. Export Administration Regulations (EAR). Although we do not sell directly to Huawei, some of our customers do sell to Huawei directly. To ensure compliance, some of our customers immediately suspended shipments to Huawei in order to begin assessments of the products they sold to Huawei (and its affiliates), to determine whether these products were subject to the restrictions resulting from the ban. This had an immediate impact on our customer orders in the fourth quarter of fiscal year 2019, which affected our revenue for that quarter. We expect this ban to continue to adversely affect orders from our customers for the foreseeable future.
We are subject to risks related to the ongoing U.S.-China trade dispute, including increased tariffs on materials that we use in manufacturing, which could adversely affect our business, financial condition and operating results.
In August 2019, the U.S. imposed tariffs on a wide range of products and goods manufactured in the PRC that are directly or indirectly imported into the U.S. Although the U.S. announced on January 15, 2020 the reduction of certain tariffs on Chinese imported goods and delayed the implementation of certain other related tariffs, we have no assurance that the U.S. will not continue to increase or impose tariffs on imports from the PRC or alter trade agreements and terms between the PRC and the U.S., which may include limiting trade with the PRC. Trade Courtrestrictions, including tariffs, quotas, embargoes, safeguards and customs restrictions, could increase the cost of materials we use to manufacture certain products, which could result in France; however,lower margins. The tariffs could also result in disruptions to our supply chain, as suppliers struggle to fill orders from companies trying to purchase goods in bulk ahead of announced tariffs taking effect. The institution of trade tariffs both globally and between the potentialU.S. and the PRC specifically could also cause a decrease in the sales of our customers’ products to end-users located in the PRC, which could directly impact our revenues in the form of reduced orders. If existing tariffs are raised further, or if new tariffs are imposed on additional categories of components used in our manufacturing activities, and if we are unable to pass the costs of such tariffs on to our customers, our operating results would be harmed.
Fluctuations in foreign currency exchange rates and changes in governmental policies regarding foreign currencies could increase our operating costs, which would adversely affect our operating results.
Volatility in the functional and non-functional currencies of our entities and the U.S. dollar could seriously harm our business, financial condition and operating results. The primary impact of currency exchange fluctuations is on our cash, receivables, and payables of our operating entities. We may experience significant unexpected losses from fluctuations in exchange rates. For example, in the three months ended March 29, 2019, we experienced a $3.1 million foreign exchange loss, which negatively affected our net income per share for the same period by $0.08.
Our customer contracts generally require that our customers pay us in U.S. dollars. However, the majority of our payroll and other operating expenses are paid in Thai baht. As a result of these arrangements, we have significant exposure to changes in the exchange rate between the Thai baht and the U.S. dollar, and our operating results are adversely impacted when the U.S. dollar depreciates relative to the Thai baht and other currencies. In the past we have experienced such depreciation in the U.S. dollar as compared with the Thai baht, and our results have been adversely impacted by this particular customer didfluctuation in exchange rates. As of June 25, 2021, the U.S. dollar had appreciated approximately 3.4% against the Thai baht since June 28, 2019. Furthermore, while we attempt to hedge against certain exchange rate risks, we typically enter into hedging contracts with maturities of up to 12 months, leaving us exposed to longer term changes in exchange rates.
Additionally, we have significant exposure to changes in the exchange rate between the Chinese Renminbi (“RMB”) and pound sterling (“GBP”) and the U.S. dollar. The expenses of our subsidiaries located in the PRC and the United Kingdom are denominated in RMB and GBP, respectively. Currently, RMB are convertible in connection with trade- and service-related foreign exchange transactions, foreign debt service, and payment of dividends. The PRC government may at its discretion restrict access in the future to foreign currencies for current account transactions. If this occurs, our PRC subsidiary may not be able to pay us dividends in U.S. dollars without prior approval from the PRC State Administration of Foreign Exchange. In addition, conversion of RMB for most capital account items, including direct investments, is still subject to government approval in the PRC. This restriction may limit our ability to invest the earnings of our PRC subsidiary. As of June 25, 2021, the U.S. dollar had depreciated approximately 6.1% against the RMB since June 28, 2019. There remains significant international pressure on the PRC government to adopt a substantially more liberalized currency policy. GBP are convertible in connection with trade- and service-related foreign exchange transactions and foreign debt service. As of June 25, 2021, the U.S. dollar had depreciated approximately 9.0% against the GBP since June 28, 2019. Any appreciation in the value of the RMB and GBP against the U.S. dollar could negatively impact our operating results.
Political unrest and demonstrations, as well as changes in the political, social, business or economic conditions in Thailand, could harm our business, financial condition and operating results.
The majority of our assets and manufacturing operations are located in Thailand. Therefore, political, social, business and economic conditions in Thailand have a significant effect on our
consolidatedbusiness. In April 2021, Thailand was assessed as a medium political risk by Marsh, an insurance broker and risk advisor. Any changes to tax regimes, laws, exchange controls or political action in Thailand may harm our business, financial
statements.condition and operating results.
Thailand has a history of political unrest that includes the involvement of the military as an active participant in the ruling government. In recent years, political unrest in the country has sparked political demonstrations and, in some instances, violence. In March 2019, Thailand held its first general election since a Thai military coup in May 2014. In June 2019, General Prayut Chan-o-cha was elected as Prime Minister, and in July 2019, the new Prime Minister’s nominees for cabinet ministers were appointed. In 2020 and 2021, there were several rounds of protest for political reform. Any future political instability in Thailand could prevent shipments from entering or leaving the country, disrupt our ability to manufacture products in Thailand, and force us to transfer our operations to more stable, and potentially more costly, regions, which would harm our business, financial condition and operating results.
Further, the Thai government may raise the minimum wage standards for labor and could repeal certain promotional certificates that we have received or tax holidays for certain export and value added taxes that we enjoy, either preventing us from engaging in our current or anticipated activities or subjecting us to higher tax rates.
We expect to continue to invest in our manufacturing operations in the PRC, which will continue to expose us to risks inherent in doing business in the PRC, any of which risks could harm our business, financial condition and operating results.
We anticipate that we will continue to invest in our customized optics manufacturing facilities located in Fuzhou, the PRC. Because these operations are located in the PRC, they are subject to greater political, legal and economic risks than the geographies in which the facilities of many of our competitors and customers are located. In particular, the political and economic climate in the PRC (both at national and regional levels) is fluid and unpredictable. In April 2021, the PRC was assessed as a medium political risk by Marsh. A large part of the PRC’s economy is still being operated under varying degrees of control by the PRC government. By imposing industrial policies and other economic measures, such as control of foreign exchange, taxation, import and export tariffs, environmental regulations, land use rights, intellectual property and restrictions on foreign participation in the domestic market of various industries, the PRC government exerts considerable direct and indirect influence on the development of the PRC economy. Many of the economic reforms carried out by the PRC government are unprecedented or experimental and are expected to change further. Any changes to the political, legal or economic climate in the PRC could harm our business, financial condition and operating results.
Our PRC subsidiary is a “wholly foreign-owned enterprise” and is therefore subject to laws and regulations applicable to foreign investment in the PRC, in general, and laws and regulations applicable to wholly foreign-owned enterprises, in particular. The PRC has made significant progress in the promulgation of laws and regulations pertaining to economic matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, the promulgation of new laws, changes in existing laws and abrogation of local regulations by national laws may have a negative impact on our business and prospects. In addition, these laws and regulations are relatively new, and published cases are limited in volume and non-binding. Therefore, the interpretation and enforcement of these laws and regulations involve significant uncertainties. Laws may be changed with little or no prior notice, for political or other reasons. These uncertainties could limit the legal protections available to foreign investors. Furthermore, any litigation in the PRC may be protracted and result in substantial costs and diversion of resources and management’s attention.
Natural disasters (like the 2011 flooding in Thailand), epidemics, acts of terrorism and other political and economic developments could harm our business, financial condition and operating results.
Natural disasters, such as the 2011 flooding in Thailand, where most of our manufacturing operations are located, could severely disrupt our manufacturing operations and increase our supply chain costs. These events, over which we have little or no control, could cause a decrease in demand for our services, make it difficult or impossible for us to manufacture and deliver products andor for our suppliers to deliver components allowing us to manufacture those products, require large expenditures to repair or replace our facilities, or create delays and inefficiencies in our supply chain. For example, the 2011 flooding in ThailandforcedustotemporarilyshutdownallofourmanufacturingfacilitiesinThailandandceaseproductionpermanentlyat our Chokchai facility, in Thailand, which adversely affected our ability to meet our customers’ demands during fiscal year 2012.
In some countries in which we mainly operate, including the PRC, the U.S. and Thailand, potential outbreaks of infectious diseases such as theCOVID-19, H1N1 influenza virus, severe acute respiratory syndrome (“SARS”) or bird flu could disrupt our manufacturing operations,reducedemandforourcustomers’productsandincreaseoursupplychaincosts.Forexample,ourfacilityinFuzhou, the PRC, which manufactures custom optics components, was not permitted to resume operations after the Chinese Lunar New Year holiday until February 10, 2020, due to the spread of COVID-19 in the PRC, which negatively affected our revenues for the three months ended March 27, 2020. In addition, we and some of our suppliers and customers in the PRC experienced labor shortages during the three months ended March 27, 2020, due to travel restrictions imposed by the Chinese government. During the three months ended June 25, 2021, several countries where we have manufacturing facilities, including Thailand, the PRC, the U.S. and the U.K., experienced a surge in the number of COVID-19 cases. In Thailand, we have recently experienced an increase in the number of employees who have tested positive for COVID-19. We have responded by taking additional actions based on recommendations from local authorities. These actions include leave of absence for affected employees and their close contacts, stringent contact tracing, enhanced safe distancing measures, and arrangements for the vaccination of our employees in Thailand. Although we did not experience any significant disruptions in our operations or decrease in customer demand during the three months ended June 25, 2021, any worsening of the pandemic may result in more stringent measures being implemented by the local authorities, such as shutting down of our manufacturing facilities, which will have a significant negative impact on our operations.
As COVID-19 has continued to spread throughout the world, authorities in other countries in which we have manufacturing facilities,includingThailand,theU.K.andtheU.S.,haveimplementednumerousmeasurestocontainthevirus, including travel bans and restrictions, quarantines, “shelter-in-place” orders, and business limitations and shutdowns. While we are unable to accurately predict the full impact that COVID-19 will have on our business, financial condition and operating results due to numerous uncertainties, including the duration and severity of the pandemic as well as related containment measures, our compliance with such measures has already impacted our day-to-day operations and could continue to disrupt our business, as well as that of our customers, suppliers and other counterparties, for our customers’ products and increase our supply chain costs. an indefinite period of time.
In addition, increased international political instability, evidenced by the threat or occurrence of terrorist attacks,
enhanced national security measures, conflicts in the Middle East and Asia, strained international relations arising from these conflicts and the related decline in consumer confidence and economic weakness, may hinder our ability to do business. Any escalation in these events or similar future events may disrupt our operations and the operations of our customers and suppliers and may affect the availability of materials needed for our manufacturing services. Such events may also disrupt the transportation of materials to our manufacturing facilities and finished products to our customers. These events have had, and may continue to have, an adverse impact on the U.S. and world economy in general, and customer confidence and spending in particular, which in turn could adversely affect our total revenues and operating results. The impact of these events on the volatility of the U.S. and world financial markets also could increase the volatility of the market price of our ordinary shares and may limit the capital resources available to us, our customers and our suppliers.
We are not fully insured against all potential losses. Natural disasters or other catastrophes could adversely affect our business, financial condition and operating results.
Our current property and casualty insurance covers loss or damage to our property and third-party property over which we have custody and control, as well as losses associated with business interruption, subject to specified exclusions and limitations such as coinsurance, facilities locationsub-limits and other policy limitations and covenants. Even with insurance coverage, natural disasters or other catastrophic events, including acts of war, could cause us to suffer substantial losses in our operational capacity and could also lead to a loss of opportunity and to a potential adverse impact on our relationships with our existing customers resulting from our inability to produce products for them, for which we might not be compensated by existing insurance. This in turn could have a material adverse effect on our business, financial condition and operating results.
Fluctuations in foreign currency exchange rates and changes in governmental policies regarding foreign currencies could increase our operating costs, which would adversely affect our operating results.
Volatility in the functional andnon-functional currencies of our entities and the U.S. dollar could seriously harm our business, financial condition, and operating results. The primary impact of currency exchange fluctuations is on our cash, receivables, and payables of our operating entities. We may experience significant unexpected losses from fluctuations in exchange rates. For example, in the three months ended June 29, 2018, we experienced a $0.9 million foreign exchange loss, which negatively affected our net income per share by $0.02.
Our customer contracts generally require that our customers pay us in U.S. dollars. However, the majority of our payroll and other operating expenses are paid in Thai baht. As a result of these arrangements, we have significant exposure to changes in the exchange rate between the Thai baht and the U.S. dollar, and our operating results are adversely impacted when the U.S. dollar depreciates relative to the Thai baht and other currencies. We have experienced such depreciation in the U.S. dollar as compared with the Thai baht, and our results have been adversely impacted by this fluctuation in exchange rates. As of June 29, 2018, the U.S. dollar had depreciated approximately 2% against the Thai baht since June 30, 2017. Further, while we attempt to hedge against certain exchange rate risks, we typically enter into hedging contracts with maturities of up to 12 months, leaving us exposed to longer term changes in exchange rates.
Also, we have significant exposure to changes in the exchange rate between the Chinese Renminbi (“RMB”) and pound sterling (“GBP”) and the U.S. dollar. The expenses of our subsidiaries located in the PRC and the United Kingdom are denominated in RMB and GBP, respectively. Currently, RMB are convertible in connection with trade- and service-related foreign exchange transactions, foreign debt service, and payment of dividends. The PRC government may at its discretion restrict access in the future to foreign currencies for current account transactions. If this occurs, our PRC subsidiary may not be able to pay us dividends in U.S. dollars without prior approval from the PRC State Administration of Foreign Exchange. In addition, conversion of RMB for most capital account items, including direct investments, is still subject to government approval in the PRC. This restriction may limit our ability to invest the earnings of our PRC subsidiary. As of June 29, 2018, the U.S. dollar had depreciated approximately 10% against the RMB since June 30, 2017. There remains significant international pressure on the PRC government to adopt a substantially more liberalized currency policy. GBP are convertible in
connection with trade- and service-related foreign exchange transactions and foreign debt service. As of June 29, 2018, the U.S. dollar had depreciated approximately 6% against the GBP since June 30, 2017. Any appreciation in the value of the RMB and GBP against the U.S. dollar could negatively impact our operating results.
We purchase some of the critical materials used in certain of our products from a single source or a limited number of suppliers. Supply shortages have in the past, and could in the future, impair the quality, reduce the availability or increase the cost of materials, which could harm our revenues, profitability and customer relations.
We rely on a single source or a limited number of suppliers for critical materials used in a significant number of the products we manufacture. We generally purchase these single or limited source materials through standard purchase orders and do not maintain long-term supply agreements with our suppliers. We generally use a rolling 12 month forecast based on anticipated product orders, customer forecasts, product order history, backlog, and warranty and service demand to determine our materials requirements. Lead times for the parts and components that we order vary significantly and depend on factors such as manufacturing cycle times, manufacturing yields, and the availability of raw materials used to produce the parts or components. Historically, we have experienced supply shortages resulting from various causes, including reduced yields by our suppliers, which prevented us from manufacturing products for our customers in a timely manner. Our revenues, profitability and customer relations could be harmed by a stoppage or delay of supply, a substitution of more expensive or less reliable parts, the receipt of defective parts or contaminated materials, an increase in the price of supplies, or an inability to obtain reductions in price from our suppliers in response to competitive pressures.
We continue to undertake programs to strengthen our supply chain. Nevertheless, we are experiencing, and expect for the foreseeable future to continue to experience, strain on our supply chain, and periodic supplier problems. We have incurred, and expect to continue to incur for the foreseeable future, costs to address these problems.
Managing our inventory is complex and may require write-downs due to excess or obsolete inventory, which could cause our operating results to decrease significantly in a given fiscal period.
Managing our inventory is complex. We are generally required to procure material based upon the anticipated demand of our customers. The inaccuracy of these forecasts or estimates could result in excess supply or shortages of certain materials. Inventory that is not used or expected to be used as and when planned may become excess or obsolete. Generally, we are unable to use most of the materials purchased for one of our customers to manufacture products for any of our other customers. Additionally, we could experience reduced or delayed product shipments or incur additional inventory write-downs and cancellation charges or penalties, which would increase costs and could harm our business, financial condition and operating results. While our agreements with customers are structured to mitigate our risks related to excess or obsolete inventory, enforcement of these provisions may result in material expense, and delay in payment for inventory. If any of our significant customers becomes unable or unwilling to purchase inventory or does not agree to such contractual provisions in the future, our business, financial condition and operating results may be harmed.
We conduct operations in a number of countries, which creates logistical and communications challenges for us and exposes us to other risks that could harm our business, financial condition and operating results.
The vast majority of our operations, including manufacturing and customer support, are located primarily in the Asia-Pacific region. The distances between Thailand, the PRC and our customers and suppliers globally, create a number of logistical and communications challenges for us, including managing operations across multiple time zones, directing the manufacture and delivery of products across significant distances, coordinating the procurement of raw materials and their delivery to multiple locations and coordinating the activities and decisions of our management team, the members of which are based in different countries.
Our customers are located throughout the world. Total revenues from thebill-to-location of customers outside of North America accounted for 53.1%, 53.4%, and 46.2% of our total revenues for fiscal year 2018, fiscal year 2017 and fiscal year 2016, respectively. We expect that total revenues from thebill-to-location of customers outside of North America will continue to account for a significant portion of our total revenues. Our customers also depend on international sales, which further exposes us to the risks associated with international operations. In addition, our international operations and sales subject us to a variety of domestic and foreign trade regulatory requirements.
Political unrest and demonstrations, as well as changes in the political, social, business or economic conditions in Thailand, could harm our business, financial condition and operating results.
The majority of our assets and manufacturing operations are located in Thailand. Therefore, political, social, business and economic conditions in Thailand have a significant effect on our business. In March 2018, Thailand was assessed as a medium-high overall risk by AON Political Risk, a risk management, insurance and consulting firm. Any changes to tax regimes, laws, exchange controls or political action in Thailand may harm our business, financial condition and operating results.
Thailand has a history of political unrest that includes the involvement of the military as an active participant in the ruling government. In recent years, political unrest in the country has sparked political demonstrations and, in some instances, violence. In May 2014, the Thai military took over the government in a coup, and it continues to rule the country today. It is unknown how long it may take for the current political situation to be resolved and for democracy to be restored, or what effects the current political situation may have on Thailand and the surrounding region. In October 2016, Thailand’s King Bhumibol Adulyadej died at the age of 88, and was recently succeeded by his son King Maha Vajiralongkorn. While this was a peaceful succession, any future succession crisis or political instability in the Kingdom of Thailand could prevent shipments from entering or leaving the country, disrupt our ability to manufacture products in Thailand, and force us to transfer our operations to more stable, and potentially more costly, regions.
Further, the Thai government may raise the minimum wage standards for labor and could repeal certain promotional certificates that we have received or tax holidays for certain export and value added taxes that we enjoy, either preventing us from engaging in our current or anticipated activities or subjecting us to higher tax rates. A new regime could nationalize our business or otherwise seize our assets and any other future political instability could harm our business, financial condition and operating results.
We expect to continue to invest in our manufacturing operations in the PRC, which will continue to expose us to risks inherent in doing business in the PRC, any of which risks could harm our business, financial condition and operating results.
We anticipate that we will continue to invest in our customized optics manufacturing facilities located in Fuzhou, China. Because these operations are located in the PRC, they are subject to greater political, legal and economic risks than the geographies in which the facilities of many of our competitors and customers are located. In particular, the political and economic climate in the PRC (both at national and regional levels) is fluid and unpredictable. In March 2018, AON Political Risk assessed the PRC as a medium overall risk. A large part of the PRC’s economy is still being operated under varying degrees of control by the PRC government. By imposing industrial policies and other economic measures, such as control of foreign exchange, taxation, import and export tariffs, environmental regulations, land use rights, intellectual property and restrictions on foreign participation in the domestic market of various industries, the PRC government exerts considerable direct and indirect influence on the development of the PRC economy. Many of the economic reforms carried out by the PRC government are unprecedented or experimental and are expected to change further. Any changes to the political, legal or economic climate in the PRC could harm our business, financial condition and operating results.
Our PRC subsidiary is a “wholly foreign-owned enterprise” and is therefore subject to laws and regulations applicable to foreign investment in the PRC, in general, and laws and regulations applicable to wholly
Financial Risksforeign-owned enterprises, in particular. The PRC has made significant progress in the promulgation of laws and regulations pertaining to economic matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, the promulgation of new laws, changes in existing laws and abrogation of local regulations by national laws may have a negative impact on our business and prospects. In addition, these laws and regulations are relatively new, and published cases are limited in volume andnon-binding. Therefore, the interpretation and enforcement of these laws and regulations involve significant uncertainties. Laws may be changed with little or no prior notice, for political or other reasons. These uncertainties could limit the legal protections available to foreign investors. Furthermore, any litigation in the PRC may be protracted and result in substantial costs and diversion of resources and management’s attention.
Our business and operations would be adversely impacted in the event of a failure of our information technology infrastructure and/or cyber security attacks.
We rely upon the capacity, availability and security of our information technology hardware and software infrastructure. For instance, we use a combination of standard and customized software platforms to manage, record, and report all aspects of our operations and, in many instances, enable our customers to remotely access certain areas of our databases to monitor yields, inventory positions,work-in-progress status and vendor quality data. We are constantly expanding and updating our information technology infrastructure in response to our changing needs. Any failure to manage, expand and update our information technology infrastructure or any failure in the operation of this infrastructure could harm our business.
Despite our implementation of security measures, our systems are vulnerable to damages from computer viruses, natural disasters, unauthorized access and other similar disruptions. Any system failure, accident or security breach could result in disruptions to our operations. To the extent that any disruptions, cyber-attack or other security breach results in a loss or damage to our data, or inappropriate disclosure of confidential information, it could harm our business. In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.
Unfavorable worldwide economic conditions may negatively affect our business, operating results and financial condition.
Volatility and disruption in the capital and credit markets, depressed consumer confidence, and negative global economic conditions have affected levels of business and consumer spending. Concerns about the potential default of various national bonds and debt backed by individual countries as well as the politics impacting these, could negatively impact the U.S. and global economies and adversely affect our financial results. In particular, Brexit and economic uncertainty in Europe has led to reduced demand in some of our customers’ optical communications product portfolios. Brexit could also lead to economic and legal uncertainty, including significant volatility in global stock markets and currency exchange rates, and increasingly divergent laws and regulations as the United Kingdom determines which European Union laws to replace or replicate. Any of these effects of Brexit, among others, could adversely affect our financial results. If economic conditions in Europe do not recover or if they continue to deteriorate, our operating results could be harmed.
Uncertainty about worldwide economic conditions poses a risk as businesses may further reduce or postpone spending in response to reduced budgets, tight credit, negative financial news and declines in income or asset values, which could adversely affect our business, financial condition and operating results and increase the volatility of our share price. In addition, our ability to access capital markets may be restricted, which could have an impact on our ability to react to changing economic and business conditions and could also adversely affect our business, financial condition and operating results.
If we fail to adequately expand our manufacturing capacity, we will not be able to grow our business, which would harm our business, financial condition and operating results. Conversely, if we expand too much or too rapidly, we may experience excess capacity, which would harm our business, financial condition and operating results.
We may not be able to pursue many large customer orders or sustain our historical growth rates if we do not have sufficient manufacturing capacity to enable us to commit to provide customers with specified quantities of products. If our customers do not believe that we have sufficient manufacturing capacity, they may: (1) outsource all of their production to another source that they believe can fulfill all of their production requirements; (2) look to a second source for the manufacture of additional quantities of the products that we currently manufacture for them; (3) manufacture the products themselves; or (4) otherwise decide against using our services for their new products.
Most recently, we expanded our manufacturing capacity by building a new facility in Chonburi, Thailand, which was completed in March 2017. We may continue to devote significant resources to the expansion of our manufacturing capacity, and any such expansion will be expensive, will require management’s time and may disrupt our operations. In the event we are unsuccessful in our attempts to expand our manufacturing capacity, our business, financial condition and operating results could be harmed.
However, if we expand our manufacturing capacity and are unable to promptly utilize the additional space due to reduced demand for our services, an inability to win new projects, new customers or penetrate new markets, or if the optics industry does not grow as we expect, we may experience periods of excess capacity, which could harm our business, financial condition and operating results.
We may experience manufacturing yields that are lower than expected, potentially resulting in increased costs, which could harm our business, operating results and customer relations.
Manufacturing yields depend on a number of factors, including the following:
the quality of input, materials and equipment;
the quality and feasibility of our customer’s design;
the repeatability and complexity of the manufacturing process;
the experience and quality of training of our manufacturing and engineering teams; and
the monitoring of the manufacturing environment.
Lower volume production due to continually changing designs generally results in lower yields. Manufacturing yields and margins can also be lower if we receive or inadvertently use defective or contaminated materials from our suppliers. In addition, our customer contracts typically provide that we will supply products at a fixed price each quarter, which assumes specific production yields and quality metrics. If we do not meet the yield assumptions and quality metrics used in calculating the price of a product, we may not be able to recover the costs associated with our failure to do so. Consequently, our operating results and profitability may be harmed.
If the products that we manufacture contain defects, we could incur significant correction costs, demand for our services may decline and we may be exposed to product liability and product warranty claims, which could harm our business, financial condition, operating results and customer relations.
We manufacture products to our customers’ specifications, and our manufacturing processes and facilities must comply with applicable statutory and regulatory requirements. In addition, our customers’ products and the manufacturing processes that we use to produce them are often complex. As a result, products that we manufacture may at times contain manufacturing or design defects, and our manufacturing processes may be subject to errors or fail to be in compliance with applicable statutory or regulatory requirements. Additionally,
not all defects are immediately detectible. The testing procedures of our customers are generally limited to the evaluation of the products that we manufacture under likely and foreseeable failure scenarios. For various reasons (including, among others, the occurrence of performance problems that are unforeseeable at the time of testing or that are detected only when products are fully deployed and operated under peak stress conditions), these products may fail to perform as expected after their initial acceptance by a customer.
We generally provide a warranty of between one to five years on the products that we manufacture for our customers. This warranty typically guarantees that products will conform to our customers’ specifications and be free from defects in workmanship. Defects in the products we manufacture, whether caused by a design, engineering, manufacturing or component failure or by deficiencies in our manufacturing processes and whether during or after the warranty period, could result in product or component failures, which may damage our business reputation, whether or not we are indemnified for such failures. We could also incur significant costs to repair or replace defective products under warranty, particularly when such failures occur in installed systems. In some instances, we may also be required to incur costs to repair or replace defective products outside of the warranty period in the event that a recurring defect is discovered in a certain percentage of a customer’s products delivered over an agreed upon period of time. We have experienced product or component failures in the past and remain exposed to such failures, as the products that we manufacture are widely deployed throughout the world in multiple environments and applications. Further, due to the difficulty in determining whether a given defect resulted from our customer’s design of the product or our manufacturing process, we may be exposed to product liability or product warranty claims arising from defects that are not our fault. In addition, if the number or type of defects exceeds certain percentage limitations contained in our contractual arrangements, we may be required to conduct extensive failure analysis,re-qualify for production or cease production of the specified products.
Product liability claims may include liability for personal injury or property damage. Product warranty claims may include liability to pay for a recall, repair or replacement of a product or component. Although liability for these claims is generally assigned to our customers in our contracts, even where they have assumed liability, our customers may not, or may not have the resources to, satisfy claims for costs or liabilities arising from a defective product. Additionally, under one of our contracts, in the event the products we manufacture do not meet theend-customer’s testing requirements or otherwise fail, we may be required to pay penalties to our customer, including a fee during the time period that the customer orend-customer’s production line is not operational as a result of the failure of the products that we manufacture, all of which could harm our business, operating results and customer relations. If we engineer or manufacture a product that is found to cause any personal injury or property damage or is otherwise found to be defective, we could incur significant costs to resolve the claim. While we maintain insurance for certain product liability claims, we do not maintain insurance for any recalls and, therefore, would be required to pay any associated costs that are determined to be our responsibility. A successful product liability or product warranty claim in excess of our insurance coverage or any material claim for which insurance coverage is denied, limited, is not available or has not been obtained could harm our business, financial condition and operating results.
If we are unable to meet regulatory quality standards applicable to our manufacturing and quality processes for the products we manufacture, our business, financial condition or operating results could be harmed.
As a manufacturer of products for the optics industry, we are required to meet certain certification standards, including the following: ISO9001 for Manufacturing Quality Management Systems; ISO14001 for Environmental Management Systems; TL9000 for Telecommunications Industry Quality Certification; IATF16949 for Automotive Industry Quality Certification; ISO13485 for Medical Devices Industry Quality Certification; AS9100 for Aerospace Industry Quality Certification; NADCAP (National Aerospace and Defense Contractors Accreditation Program) for Quality Assurance throughout the Aerospace and Defense Industries; and OHSAS18001 for Occupational Health and Safety Management Systems. We also maintain compliance with various additional standards imposed by the U.S. Food and Drug Administration, or FDA, with respect to the manufacture of medical devices.
Additionally, we are required to register with the FDA and other regulatory bodies and are subject to continual review and periodic inspection for compliance with various regulations, including testing, quality control and documentation procedures. We hold the following additional certifications: ANSI ESD S20.20 for facilities and manufacturing process control, in compliance with ESD standard; Transported Asset Protection Association, or TAPA, for Logistic Security Management System; andCSR-DIW for Corporate Social Responsibility in Thailand. In the European Union, we are required to maintain certain ISO certifications in order to sell our precision optical, electro-mechanical and electronic manufacturing services and we must undergo periodic inspections by regulatory bodies to obtain and maintain these certifications. If any regulatory inspection reveals that we are not in compliance with applicable standards, regulators may take action against us, including issuing a warning letter, imposing fines on us, requiring a recall of the products we manufactured for our customers, or closing our manufacturing facilities. If any of these actions were to occur, it could harm our reputation as well as our business, financial condition and operating results.
If we fail to attract additional skilled employees or retain key personnel, our business, financial condition and operating results could suffer.
Our future success depends, in part, upon our ability to attract additional skilled employees and retain our current key personnel. We have identified several areas where we intend to expand our hiring, including business development, finance, human resources, operations and supply chain management. We may not be able to hire and retain such personnel at compensation levels consistent with our existing compensation and salary structure. Our future also depends on the continued contributions of our executive management team and other key management and technical personnel, each of whom would be difficult to replace. Although we have key person life insurance policies on some of our executive officers, the loss of any of our executive officers or key personnel or the inability to continue to attract qualified personnel could harm our business, financial condition and operating results.
Failure to comply with applicable environmental laws and regulations could have a material adverse effect on our business, financial condition and operating results.
The sale and manufacturing of products in certain states and countries may subject us to environmental laws and regulations. In addition, rules adopted by the U.S. Securities and Exchange Commission (“SEC”) implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 impose diligence and disclosure requirements regarding the use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries in the products we manufacture for our customers. Compliance with these rules has resulted in additional cost and expense, including for due diligence to determine and verify the sources of any conflict minerals used in the products we manufacture, and may result in additional costs of remediation and other changes to processes or sources of supply as a consequence of such verification activities. These rules may also affect the sourcing and availability of minerals used in the products we manufacture, as there may be only a limited number of suppliers offering “conflict free” metals that can be used in the products we manufacture for our customers.
Although we do not anticipate any material adverse effects based on the nature of our operations and these laws and regulations, we will need to ensure that we and, in some cases, our suppliers comply with applicable laws and regulations. If we fail to timely comply with such laws and regulations, our customers may cease doing business with us, which would have a material adverse effect on our business, financial condition and operating results. In addition, if we were found to be in violation of these laws, we could be subject to governmental fines, liability to our customers and damage to our reputation, which would also have a material adverse effect on our business, financial condition and operating results.
We are subject to the risk of increased income taxes, which could harm our business, financial condition and operating results.
We are subject to income and other taxes in Thailand, the PRC, the United Kingdom and the United States. Our effective income tax rate, provision for income taxes and future tax liability could be adversely affected by numerous factors, including the results of tax audits and examinations, income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in income tax rates, changes in the valuation of deferred tax assets and liabilities, failure to meet obligations with respect to tax exemptions, and changes in tax laws and regulations. Our U.S. federal and state tax returns remain open to examination for the tax years 2014 through 2017. In addition, tax returns that remain open to examination in Thailand, the PRC and the United Kingdom range from the tax years 2012 through 2017. The results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our provision for income taxes and tax liability.
We base our tax position upon the anticipated nature and conduct of our business and upon our understanding of the tax laws of the various countries in which we have assets or conduct activities. However, our tax position is subject to review and possible challenge by tax authorities and to possible changes in law, which may have retroactive effect. Fabrinet (the “Cayman Islands Parent”) is an exempted company incorporated in the Cayman Islands. We maintain manufacturing operations in Thailand, the PRC, the United Kingdom and the United States. We cannot determine in advance the extent to which some jurisdictions may require us to pay taxes or make payments in lieu of taxes. Under the current laws of the Cayman Islands, we are not subject to tax in the Cayman Islands on income or capital gains. We have received this undertaking for a20-year period ending August 24, 2019. As that date approaches, we intend to request a renewal with the office of the Clerk of the Cabinet for another 20 years, which we believe is likely to be granted. In the event that the Cayman Islands does not renew our request fortax-free treatment, our financial condition and operating results would be harmed.
Preferential tax treatment from the Thai government in the form of a corporate tax exemption is also currently available to us through June 2020 and June 2026 on income generated from projects to manufacture certain products at our Pinehurst campus and Chonburi campus, respectively. Such preferential tax treatment is contingent on various factors, including the export of our customers’ products out of Thailand and our agreement not to move our manufacturing facilities out of our current province in Thailand for at least 15 years from the date on which preferential tax treatment was granted (i.e., at least until June 2020 in the case of our Pinehurst campus and until June 2026 in the case of our Chonburi campus). We will lose this favorable tax treatment in Thailand unless we comply with these restrictions, and as a result we may delay or forego certain strategic business decisions due to these tax considerations.
There is also a risk that Thailand or another jurisdiction in which we operate may treat the Cayman Islands Parent as having a permanent establishment in such jurisdiction and subject its income to tax. If we become subject to additional taxes in any jurisdiction or if any jurisdiction begins to treat the Cayman Islands Parent as having a permanent establishment, such tax treatment could materially and adversely affect our business, financial condition and operating results.
Certain of our subsidiaries provide products and services to, and may from time to time undertake certain significant transactions with, us and our other subsidiaries in different jurisdictions. For instance, we have intercompany agreements in place that provide for our California and Singapore subsidiaries to provide administrative services for the Cayman Islands Parent, and the Cayman Islands Parent has entered into manufacturing agreements with our Thai subsidiary. In general, related party transactions and, in particular, related party financing transactions, are subject to close review by tax authorities. Moreover, several jurisdictions in which we operate have tax laws with detailed transfer pricing rules that require all transactions withnon-resident related parties to be priced using arm’s length pricing principles and require the existence of contemporaneous documentation to support such pricing. Tax authorities in various jurisdictions could challenge the validity of our related party transfer pricing policies. Such a challenge generally involves a complex area of
taxation and a significant degree of judgment by management. If any taxation authorities are successful in challenging our financing or transfer pricing policies, our income tax expense may be adversely affected and we could become subject to interest and penalty charges, which may harm our business, financial condition and operating results.
On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJ Act”) was enacted into law. The TCJ Act provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended (the “Code”), that impact corporate taxation requirements, such as the reduction of the federal tax rate for corporations from 35% to 21% and changes or limitations to certain tax deductions. While we are able to make reasonable estimates of the impact of the reduction in corporate rate, the final impact of the TCJ Act may differ from these estimates, due to, among other things, changes in our interpretations and assumptions, additional guidance that may be issued by the I.R.S., and actions we may take.
We may encounter difficulties completing or integrating acquisitions, asset purchases and other types of transactions that we may pursue in the future, which could disrupt our business, cause dilution to our shareholders and harm our business, financial condition and operating results.
We have grown and may continue to grow our business through acquisitions, asset purchases and other types of transactions, including the transfer of products from our customers and their suppliers. Most recently, we acquired Fabrinet UK in September 2016. Acquisitions and other strategic transactions typically involve many risks, including the following:
the integration of the acquired assets, information systems and facilities into our business may be difficult, time-consuming and costly, and may adversely impact our profitability;
we may lose key employees of the acquired companies or divisions;
we may issue additional ordinary shares, which would dilute our current shareholders’ percentage ownership in us;
we may incur indebtedness to pay for the transactions;
we may assume liabilities, some of which may be unknown at the time of the transactions;
we may record goodwill andnon-amortizable intangible assets that will be subject to impairment testing and potential periodic impairment charges;
we may incur amortization expenses related to certain intangible assets;
we may devote significant resources to transactions that may not ultimately yield anticipated benefits;
we may incur greater than expected expenses or lower than expected revenues;
we may assume obligations with respect to regulatory requirements, including environmental regulations, which may prove more burdensome than expected; or
we may become subject to litigation.
Acquisitions are inherently risky, and we can provide no assurance that the acquisition of Fabrinet UK or any future acquisitions will be successful or will not harm our business, financial condition and operating results.
We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our shareholders.
We anticipate that our current cash and cash equivalents, together with cash provided by operating activities and funds available through our working capital and credit facilities, will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. We operate in a market, however, that makes our prospects difficult to evaluate. It is possible that we may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs. If this occurs, we may need additional financing to execute on our current or future business strategies.
Furthermore, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our shareholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing shareholders. If adequate additional funds are not available or are not available on acceptable terms, if and when needed, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our manufacturing services, hire additional technical and other personnel, or otherwise respond to competitive pressures could be significantly limited.
Intellectual property infringement claims against our customers or us could harm our business, financial condition and operating results.
Our services involve the creation and use of intellectual property rights, which subject us to the risk of intellectual property infringement claims from third parties and claims arising from the allocation of intellectual property rights among us and our customers.
Our customers may require that we indemnify them against the risk of intellectual property infringement arising out of our manufacturing processes. If any claims are brought against us or our customers for such infringement, whether or not these claims have merit, we could be required to expend significant resources in defense of such claims. In the event of an infringement claim, we may be required to spend a significant amount of time and money to developnon-infringing alternatives or obtain licenses. We may not be successful in developing such alternatives or obtaining such licenses on reasonable terms or at all, which could harm our business, financial condition and operating results.
Any failure to protect our customers’ intellectual property that we use in the products we manufacture for them could harm our customer relationships and subject us to liability.
We focus on manufacturing complex optical products for our customers. These products often contain our customers’ intellectual property, including trade secrets andknow-how. Our success depends, in part, on our ability to protect our customers’ intellectual property. We may maintain separate and secure areas for customer proprietary manufacturing processes and materials and dedicate floor space, equipment, engineers and supply chain management to protect our customers’ proprietary drawings, materials and products. The steps we take to protect our customers’ intellectual property may not adequately prevent its disclosure or misappropriation. If we fail to protect our customers’ intellectual property, our customer relationships could be harmed and we may experience difficulty in establishing new customer relationships. In addition, our customers might pursue legal claims against us for any failure to protect their intellectual property, possibly resulting in harm to our reputation and our business, financial condition and operating results.
We have incurred and will continue to incur significant increased costs as a result of operating as a public company, and our management will be required to continue to devote substantial time to various compliance initiatives.
The Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as other rules implemented by the SEC and the New York Stock Exchange (“NYSE”), impose various requirements on public companies, including requiring changes in corporate governance practices. These and proposed corporate governance laws and regulations under consideration may further increase our compliance costs. If compliance with these various legal and regulatory requirements diverts our management’s attention from other business concerns, it could have a material adverse effect on our business, financial condition and operating results. The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and disclosure controls and procedures quarterly. While we are able to assert in this Annual Report on Form10-K that our internal control over financial reporting was effective as of June 29 2018, we cannot predict the outcome of our testing in future periods. If we are unable to assert in any future reporting periods that our internal control over financial reporting is effective (or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of
our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which would have an adverse effect on our share price.
Given the nature and complexity of our business and the fact that some members of our management team are located in Thailand while others are located in the United States, control deficiencies may periodically occur. For example, following an internal investigation by the Audit Committee of our board of directors in September 2014 concerning various accountingcut-off issues, we identified certain significant deficiencies in our internal control over financial reporting, which have been remediated. While we have ongoing measures and procedures to prevent and remedy control deficiencies, if they occur there can be no assurance that we will be successful or that we will be able to prevent material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Moreover, if we identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses in future periods, the market price of our ordinary shares could decline and we could be subject to potential delisting by the NYSE and review by the NYSE, the SEC, or other regulatory authorities, which would require the expenditure by us of additional financial and management resources. As a result, our shareholders could lose confidence in our financial reporting, which would harm our business and the market price of our ordinary shares.
There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with U.S. GAAP. Any changes in estimates, judgments and assumptions could have a material adverse effect on our business, financial condition and operating results.
The preparation of financial statements in accordance with U.S. GAAP involves making estimates, judgments and assumptions that affect reported amounts of assets (including intangible assets), liabilities and related reserves, revenues, expenses and income. Estimates, judgments and assumptions are inherently subject to change in the future, and any such changes could result in corresponding changes to the amounts of assets, liabilities, revenues, expenses and income. Any such changes could have a material adverse effect on our business, financial condition and operating results.
We are subject to governmental export and import controls in several jurisdictions that could subject us to liability or impair our ability to compete in international markets.
We are subject to governmental export and import controls in Thailand, the PRC, the United Kingdom and the United States that may limit our business opportunities. Various countries regulate the import of certain technologies and have enacted laws that could limit our ability to export or sell the products we manufacture. The export of certain technologies from the United States, the United Kingdom and other nations to the PRC is barred by applicable export controls, and similar prohibitions could be extended to Thailand, thereby limiting our ability to manufacture certain products. Any change in export or import regulations or related legislation, shift in approach to the enforcement of existing regulations, or change in the countries, persons or technologies targeted by such regulations, could limit our ability to offer our manufacturing services to existing or potential customers, which could harm our business, financial condition and operating results.
We are subject to the risk of increased tariffs on products and goods we purchase fromoff-shore sources (including Chinese sources) and directly or indirectly imported into the United States.
The U.S. Presidential Administration has recently implemented or announced plans to impose tariffs on a wide-range of products and goods manufactured in China that directly or indirectly are imported into the Unites States. In response, various countries and economic regions have announced plans or intentions to impose retaliatory tariffs on a wide-range of products they import from the United States. These newly imposed or threatened U.S. tariffs and retaliatory tariffs could have the effect of increasing the cost of materials we use to manufacture certain products, which could result in lower margins. The tariffs could also result in disruptions to our supply chain, as suppliers struggle to fill orders from companies trying to purchase goods in bulk ahead of announced tariffs. Although we currently believe that the incremental costs to us of these tariffs will be
immaterial, should the amount of these tariffs increase, should they be applied to additional categories of components used in our manufacturing activities and should we for any reason be unable to pass on such tariffs to our customers, our operating results would be harmed.
The loan agreements for our long-term debt obligations and other credit facilities contain financial ratio covenants that may impair our ability to conduct our business.
The loan agreements for our long-term and short-term debt obligations contain financial ratio covenants that may limit management’s discretion with respect to certain business matters. These covenants require us to maintain a specified maximum total leverage ratio, minimum debt service coverage ratio (earnings before interest and depreciation and amortization plus cash on hand minus short-term debt), a minimum tangible net worth and a minimum quick ratio, which may restrict our ability to incur additional indebtedness and limit our ability to use our cash. In the event of our default on these loans or a breach of a covenant, the lenders may immediately cancel the loan agreement, deem the full amount of the outstanding indebtedness immediately due and payable, charge us interest on a monthly basis on the full amount of the outstanding indebtedness and, if we cannot repay all of our outstanding obligations, sell the assets pledged as collateral for the loan in order to fulfill our obligation. We may also be held responsible for any damages and related expenses incurred by the lender as a result of any default. Any failure by us or our subsidiaries to comply with these agreements could harm our business, financial condition and operating results.
The phase-out of the London Interbank Offered Rate (“LIBOR”) could affect interest rates under our existing credit facility agreement, as well as our ability to seek future debt financing.
LIBOR is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rates on loans globally. We generally use LIBOR as a reference rate to calculate interest rates under our credit facility agreement. In 2017, the U.K.’s Financial Conduct Authority ("FCA"), which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. On March 5, 2021, the FCA announced the dates on which the panel bank submissions for all LIBOR settings will cease, after which representative LIBOR rates will no longer be available. The FCA confirmed that all LIBOR settings will cease to be provided by any administrator or no longer be representative as follows: immediately after December 31, 2021, in the case of all GBP, EUR, CHF and JPY settings, and the 1-week and 2-month USD settings; and immediately after June 30, 2023, in the case of the remaining USD settings.
The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has identified replacing U.S. dollar LIBOR with a new index, the Secured Overnight Financing Rate (“SOFR”), calculated using short-term repurchase agreements backed by Treasury securities. The International Swaps and Derivatives Association (ISDA) issued a statement on March 5, 2021, in response to the announcement by the FCA on the future cessation and loss of representativeness of LIBOR benchmarks. ISDA confirmed that the FCA’s announcement constitutes an index cessation event under IBOR Fallbacks and Supplements and the ISDA 2020 Fallbacks Protocol for all 35 LIBOR settings. As a result, the fallback spread adjustments were fixed as of the date of the announcement.
The fallbacks will automatically occur for outstanding derivatives contracts that incorporate the IBOR Fallbacks Supplement or are subject to the ISDA 2020 Fallbacks Protocol on the dates immediately after: December 31, 2021, for outstanding derivatives referenced to all EUR, GBP, CHF and JPY LIBOR settings; and June 30, 2023, for outstanding derivatives referenced to all USD LIBOR settings.
We have adhered to the ISDA 2020 IBOR Fallbacks Protocol since January 2021 for outstanding interest rate swap agreements which we have with banks which its interest rates are referred to 1-month USD LIBOR and 3-month USD LIBOR; therefore, the fallbacks will automatically occur on June 30, 2023 as described above.
The new rates may not be as favorable to us as those in effect prior to any LIBOR phase-out. In addition, the transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that currently rely on LIBOR. The transition may also result in reductions in the value of certain instruments or the effectiveness of related transactions such as hedges, increased borrowing costs, uncertainty under applicable documentation, or difficult and costly consent processes. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, may result in expenses, difficulties, complications or delays in connection with future financing efforts, which could have a material adverse impact on our business, financial condition and operating results.
Unfavorable worldwide economic conditions may negatively affect our business, financial condition and operating results.
The sudden and continuing global economic downturn and uncertainty due to the effects of COVID-19 and subsequent volatility and adverse conditions in the capital and credit markets have negatively affected levels of business and consumer spending. Concerns about the increasing possibility of a global depression and potential default of various national bonds and debt backed by individual countries, as well as the politics impacting these, could negatively impact the U.S. and global economies and adversely affect our financial results. In particular, the economic disruption caused by COVID-19 has led to reduced demand in some of our customers’ optical communications product portfolios and significant volatility in global stock markets and currency exchange rates. Uncertainty about worldwide economic conditions poses a risk as businesses may further reduce or postpone spending in response to reduced budgets, tight credit, negative financial news and declines in income or asset values, which could adversely affect our business, financial condition and operating results and increase the volatility of our share price. In addition, our ability to access capital markets may be restricted, which could have an impact on our ability to react to changing economic and business conditions and could also adversely affect our business, financial condition and operating results.
Due to the unprecedented and rapidly changing social and global economic impacts associated with COVID-19, we are unable to predict or estimate the ultimate impact on our business or business prospects. The ultimate significance of COVID-19 on our business will depend on, among other things: the extent and duration of the pandemic, the severity of the disease and the number of people infected with the virus; the effects on the global economy of the pandemic and of the measures taken by governmental authorities and other third parties restricting day-to-day life and the length of time that such measures remain in place; and governmental programs implemented to assist businesses impacted by the pandemic. At this time, we cannot estimate the short- or long-term impacts of COVID-19 on our business, financial condition and operating results.
We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our shareholders.
We anticipate that our current cash and cash equivalents, together with cash provided by operating activities and funds available through our working capital and credit facilities, will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. However, we operate in a market that makes our prospects difficult to evaluate. It is possible that we may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs. If this occurs, we may need additional financing to execute on our current or future business strategies.
Furthermore, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our shareholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing shareholders. If adequate additional funds are not available or are not available on acceptable terms, if and when needed, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our manufacturing services, hire additional technical and other personnel, or otherwise respond to competitive pressures could be significantly limited.
Our investment portfolio may become impaired by deterioration of the capital markets.
We use professional investment management firms to manage our excess cash and cash equivalents. Our short-term investments as of June 25, 2021 are primarily investments in a fixed income portfolio, including liquidity funds, certificates of deposit and time deposits, corporate debt securities, and U.S. agency and U.S. Treasury securities. Our investment portfolio may become impaired by deterioration of the capital markets. We follow an established investment policy and set of guidelines to monitor and help mitigate our exposure to interest rate and credit risk. The policy sets forth credit quality standards and limits our exposure to any one issuer, as well as our maximum exposure to various asset classes. The policy also provides that we may not invest in short-term investments with a maturity in excess of three years.
Should financial market conditions worsen, investments in some financial instruments may pose risks arising from market liquidity and credit concerns. In addition, any deterioration of the capital markets could cause our other income and expense to vary from expectations. As of June 25, 2021, we did not record any impairment charges associated with our portfolio of short-term investments, and although we believe our current investment portfolio has little risk of material impairment, we cannot predict future market conditions or market liquidity, or credit availability, and can provide no assurance that our investment portfolio will remain materially unimpaired.
We are not fully insured against all potential losses. Natural disasters or other catastrophes could adversely affect our business, financial condition and operating results.
Our current property and casualty insurance covers loss or damage to our property and third-party property over which we have custody and control, as well as losses associated with business interruption, subject to specified exclusions and limitations such as coinsurance, facilities location sub-limits and other policy limitations and covenants. Even with insurance coverage, natural disasters or other catastrophic events, including acts of war, could cause us to suffer substantial losses in our operational capacity and could also lead to a loss of opportunity and to a potential adverse impact on our relationships with our existing customers resulting from our inability to produce products for them, for which we might not be compensated by existing insurance. This in turn could have a material adverse effect on our business, financial condition and operating results.
There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with U.S. GAAP. Any changes in estimates, judgments and assumptions could have a material adverse effect on our business, financial condition and operating results.
The preparation of financial statements in accordance with U.S. GAAP involves making estimates, judgments and assumptions that affect reported amounts of assets (including intangible assets), liabilities and related reserves, revenues, expenses and income. Estimates, judgments and assumptions are inherently subject to change in the future, and any such changes could result in corresponding changes to the amounts of assets, liabilities, revenues, expenses and income. Any such changes could have a material adverse effect on our business, financial condition and operating results.
Intellectual Property and Cybersecurity Risks
Our business and operations would be adversely impacted in the event of a failure of our information technology infrastructure and/or cyber security attacks.
We rely upon the capacity, availability and security of our information technology hardware and software infrastructure. For instance, we use a combination of standard and customized software platforms to manage, record, and report all aspects of our operations and, in many instances, enable our customers to remotely access certain areas of our databases to monitor yields, inventory positions, work-in-progress status and vendor quality data. We are constantly expanding and updating
our information technology infrastructure in response to our changing needs. Any failure to manage, expand and update our information technology infrastructure or any failure in the operation of this infrastructure could harm our business.
Despite our implementation of security measures, our systems are vulnerable to damage caused by computer viruses, natural disasters, unauthorized access and other similar disruptions. Any system failure, accident or security breach could result in disruptions to our operations. To the extent that any disruption, cyber-attack or other security breach results in a loss or damage to our data or inappropriate disclosure of confidential information, our business could be harmed. In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.
Intellectual property infringement claims against our customers or us could harm our business, financial condition and operating results.
Our services involve the creation and use of intellectual property rights, which subject us to the risk of intellectual property infringement claims from third parties and claims arising from the allocation of intellectual property rights among us and our customers.
Our customers may require that we indemnify them against the risk of intellectual property infringement arising out of our manufacturing processes. If any claims are brought against us or our customers for such infringement, whether or not these claims have merit, we could be required to expend significant resources in defense of such claims. In the event of an infringement claim, we may be required to spend a significant amount of time and money to develop non-infringing alternatives or obtain licenses. We may not be successful in developing such alternatives or obtaining such licenses on reasonable terms or at all, which could harm our business, financial condition and operating results.
Any failure to protect our customers’ intellectual property that we use in the products we manufacture for them could harm our customer relationships and subject us to liability.
We focus on manufacturing complex optical products for our customers. These products often contain our customers’ intellectual property, including trade secrets and know-how. Our success depends, in part, on our ability to protect our customers’ intellectual property. We may maintain separate and secure areas for customer proprietary manufacturing processes and materials and dedicate floor space, equipment, engineers and supply chain management to protect our customers’ proprietary drawings, materials and products. The steps we take to protect our customers’ intellectual property may not adequately prevent its disclosure or misappropriation. If we fail to protect our customers’ intellectual property, our customer relationships could be harmed and we may experience difficulty in establishing new customer relationships. In addition, our customers might pursue legal claims against us for any failure to protect their intellectual property, possibly resulting in harm to our reputation and our business, financial condition and operating results.
Tax, Compliance and Regulatory Risks
We are subject to the risk of increased income taxes, which could harm our business, financial condition and operating results.
We are subject to income and other taxes in Thailand, the PRC, the U.K. and the U.S. Our effective income tax rate, provision for income taxes and future tax liability could be adversely affected by numerous factors, including: the results of tax audits and examinations; income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates; changes in income tax rates; changes in the valuation of deferred tax assets and liabilities; failure to meet obligations with respect to tax exemptions; and changes in tax laws and regulations. From time to time, we engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. As of June 25, 2021, our U.S. federal and state tax returns remain open to examination for the tax years 2016 through 2019. In addition, tax returns that remain open to examination in Thailand, the PRC and the U.K. range from the tax years 2015 through 2020. The results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our provision for income taxes and tax liability. For example, in connection with the conclusion of the audit of our U.S. federal and state tax returns for the tax years 2016 and 2017, we incurred additional taxes, interest and penalties.
We base our tax position upon the anticipated nature and conduct of our business and upon our understanding of the tax laws of the various countries in which we have assets or conduct activities. However, our tax position is subject to review and possible challenge by tax authorities and to possible changes in law, which may have retroactive effect. Fabrinet (the “Cayman Islands Parent”) is an exempted company incorporated in the Cayman Islands. We maintain manufacturing operations in Thailand, the PRC, the U.K. and the U.S. We cannot determine in advance the extent to which some jurisdictions may require us to pay taxes or make payments in lieu of taxes. Under the current laws of the Cayman Islands, we are not subject to tax in the Cayman Islands on income or capital gains until March 6, 2039.
Preferential tax treatment from the Thai government in the form of a corporate tax exemption on income generated from projects to manufacture certain products at our Chonburi campus is available to us through June 2026. Similar preferential tax treatment was available to us through June 2020 with respect to products manufactured at our Pinehurst campus. After June
2020, 50% of our income generated from products manufactured at our Pinehurst campus will be exempted from tax through June 2025. Such preferential tax treatment is contingent on various factors, including the export of our customers’ products out of Thailand and our agreement not to move our manufacturing facilities out of our current province in Thailand for at least 15 years from the date on which preferential tax treatment was granted. We will lose this favorable tax treatment in Thailand unless we comply with these restrictions, and as a result we may delay or forego certain strategic business decisions due to these tax considerations.
There is also a risk that Thailand or another jurisdiction in which we operate may treat the Cayman Islands Parent as having a permanent establishment in such jurisdiction and subject its income to tax. If we become subject to additional taxes in any jurisdiction or if any jurisdiction begins to treat the Cayman Islands Parent as having a permanent establishment, such tax treatment could materially and adversely affect our business, financial condition and operating results.
Certain of our subsidiaries provide products and services to, and may from time to time undertake certain significant transactions with, us and our other subsidiaries in different jurisdictions. For instance, we have intercompany agreements in place that provide for our California and Singapore subsidiaries to provide administrative services for the Cayman Islands Parent, and the Cayman Islands Parent has entered into manufacturing agreements with our Thai subsidiary. In general, related party transactions and, in particular, related party financing transactions, are subject to close review by tax authorities. Moreover, several jurisdictions in which we operate have tax laws with detailed transfer pricing rules that require all transactions with non-resident related parties to be priced using arm’s length pricing principles and require the existence of contemporaneous documentation to support such pricing. Tax authorities in various jurisdictions could challenge the validity of our related party transfer pricing policies. Such a challenge generally involves a complex area of taxation and a significant degree of judgment by management. If any tax authorities are successful in challenging our financing or transfer pricing policies, our income tax expense may be adversely affected and we could become subject to interest and penalty charges, which may harm our business, financial condition and operating results.
We have incurred and will continue to incur significant increased costs as a result of operating as a public company, and our management will be required to continue to devote substantial time to various compliance initiatives.
The Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as other rules implemented by the SEC and the New York Stock Exchange (“NYSE”), impose various requirements on public companies, including requiring changes in corporate governance practices. These and proposed corporate governance laws and regulations under consideration may further increase our compliance costs. If compliance with these various legal and regulatory requirements diverts our management’s attention from other business concerns, it could have a material adverse effect on our business, financial condition and operating results. The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and disclosure controls and procedures quarterly. While we are able to assert in this Annual Report on Form 10-K that our internal control over financial reporting was effective as of June 25, 2021, we cannot predict the outcome of our testing in future periods. If we are unable to assert in any future reporting periods that our internal control over financial reporting is effective (or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which would have an adverse effect on our share price.
Given the nature and complexity of our business and the fact that some members of our management team are located in Thailand while others are located in the U.S., control deficiencies may periodically occur. For example, following an internal investigation by the audit committee of our board of directors in September 2014 concerning various accounting cut-off issues, we identified certain significant deficiencies in our internal control over financial reporting, which have been remediated. While we have ongoing measures and procedures to prevent and remedy control deficiencies, if they occur there can be no assurance that we will be successful or that we will be able to prevent material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Moreover, if we identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses in future periods, the market price of our ordinary shares could decline and we could be subject to potential delisting by the NYSE and review by the NYSE, the SEC, or other regulatory authorities, which would require us to expend additional financial and management resources. As a result, our shareholders could lose confidence in our financial reporting, which would harm our business and the market price of our ordinary shares.
If we are unable to meet regulatory quality standards applicable to our manufacturing and quality processes for the products we manufacture, our business, financial condition and operating results could be harmed.
As a manufacturer of products for the optics industry, we are required to meet certain certification standards, including the following: ISO9001 for Manufacturing Quality Management Systems; ISO14001 for Environmental Management Systems; TL9000 for Telecommunications Industry Quality Certification; IATF16949 for Automotive Industry Quality Certification; ISO13485 for Medical Devices Industry Quality Certification; AS9100 for Aerospace Industry Quality Certification; NADCAP (National Aerospace and Defense Contractors Accreditation Program) for Quality Assurance throughout the Aerospace and Defense Industries; and OHSAS18001 for Occupational Health and Safety Management Systems. We also maintain compliance with various additional standards imposed by the U.S. Food and Drug Administration (“FDA”) with respect to the manufacture of medical devices.
Additionally, we are required to register with the FDA and other regulatory bodies and are subject to continual review and periodic inspection for compliance with various regulations, including testing, quality control and documentation procedures. We hold the following additional certifications: ANSI ESD S20.20 for facilities and manufacturing process control, in compliance with ESD standard; Transported Asset Protection Association, or TAPA, for Logistic Security Management System; and CSR-DIW for Corporate Social Responsibility in Thailand. In the European Union, we are required to maintain certain ISO certifications in order to sell our precision optical, electro-mechanical and electronic manufacturing services and we must undergo periodic inspections by regulatory bodies to obtain and maintain these certifications. If any regulatory inspection reveals that we are not in compliance with applicable standards, regulators may take action against us, including issuing a warning letter, imposing fines on us, requiring a recall of the products we manufactured for our customers, or closing our manufacturing facilities. If any of these actions were to occur, it could harm our reputation as well as our business, financial condition and operating results.
Failure to comply with applicable environmental laws and regulations could have a material adverse effect on our business, financial condition and operating results.
The sale and manufacturing of products in certain states and countries may subject us to environmental laws and regulations. In addition, rules adopted by the U.S. Securities and Exchange Commission (“SEC”) implementing the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010 impose diligence and disclosure requirements regarding the use of “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries in the products we manufacture for our customers. Compliance with these rules has resulted in additional cost and expense, including for due diligence to determine and verify the sources of any conflict minerals used in the products we manufacture, and may result in additional costs of remediation and other changes to processes or sources of supply as a consequence of such verification activities. These rules may also affect the sourcing and availability of minerals used in the products we manufacture, as there may be only a limited number of suppliers offering “conflict free” metals that can be used in the products we manufacture for our customers.
Although we do not anticipate any material adverse effects based on the nature of our operations and these laws and regulations, we will need to ensure that we and, in some cases, our suppliers comply with applicable laws and regulations. If we fail to timely comply with such laws and regulations, our customers may cease doing business with us, which would have a material adverse effect on our business, financial condition and operating results. In addition, if we were found to be in violation of these laws, we could be subject to governmental fines, liability to our customers and damage to our reputation, which would also have a material adverse effect on our business, financial condition and operating results.
Risks Related to Ownership of Our Ordinary Shares
Our share price may be volatile due to fluctuations in our operating results and other factors, including the activities and operating results of our customers or competitors, any of which could cause our share price to decline.
Our revenues, expenses and results of operations have fluctuated in the past and are likely to do so in the future from quarter-to-quarter and year-to-year due to the risk factors described in this section and elsewhere in this Annual Report on Form 10-K. In addition to market and industry factors, the price and trading volume of our ordinary shares may fluctuate in response to a number of events and factors relating to us, our competitors, our customers and the markets we serve, many of which are beyond our control. Factors such as variations in our total revenues, earnings and cash flow, announcements of new investments or acquisitions, changes in our pricing practices or those of our competitors, commencement or outcome of litigation, sales of ordinary shares by us or our principal shareholders, fluctuations in market prices for our services and general market conditions could cause the market price of our ordinary shares to change substantially. Any of these factors may result in large and sudden changes in the volume and price at which our ordinary shares trade. Volatility and weakness in our share price could mean that investors may not be able to sell their shares at or above the prices they paid and could impair our ability in the future to offer our ordinary shares or convertible securities as a source of additional capital and/or as consideration in the acquisition of other businesses.
Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may cause the market price of our ordinary shares to decline. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
If securities or industry analysts do not publish research or if they publish misleading or unfavorable research about our business, the market price and trading volume of our ordinary shares could decline.
The trading market for our ordinary shares depends in part on the research and reports that securities or industry analysts publish about us or our business. If securities or industry analysts stop covering us, or if too few analysts cover us, the market price of our ordinary shares could be adversely impacted. If one or more of the analysts who covers us downgrades our
ordinary shares or publishes misleading or unfavorable research about our business, our market price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our ordinary shares could decrease,whichcouldcausethemarketpriceortradingvolumeofourordinarysharestodecline.
We may become a passive foreign investment company, which could result in adverse U.S. tax consequences to U.S. investors.
Based upon estimates of the value of our assets, which are based in part on the trading price of our ordinary shares, we do not expect to be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for the taxable year 2021orfortheforeseeablefuture.However,despiteourexpectations,wecannotassureyouthatwewillnotbecomeaPFICfor thetaxableyear2021oranyfutureyearbecauseourPFICstatusisdeterminedattheendofeachyearanddependsonthe
composition of our income and assets during such year. If we become a PFIC, our U.S. investors will be subject to increased tax liabilities under U.S. tax laws and regulations as well as to burdensome reporting requirements.
Our business could be negatively affected as a result of activist shareholders.
If an activist investor takes an ownership position in our ordinary shares, responding to actions by such activist shareholder could be costly and time-consuming, disrupt our operations and divert the attention of management and our employees. Additionally, perceived uncertainties as to our future direction as a result of shareholder activism or changes to the composition of our board of directors may lead to the perception of a change in the direction of our business or other instability, which may be exploited by our competitors, cause concern to our current or potential customers, and make it more difficult to attract and retain qualified personnel. If customers choose to delay, defer or reduce transactions with us or do business with our competitors instead of us because of any such issues, then our business, financial condition and operating results would be adversely affected. In addition, our share price could experience periods of increased volatility as a result of shareholder activism.
Our investment portfolio may become impaired by deterioration of the capital markets.
We use professional investment management firms to manage our excess cash and cash equivalents. Our marketable securities as of June 29, 2018 are primarily investments in a fixed income portfolio, including corporate bonds and commercial paper, U.S. agency and U.S. Treasury securities, and sovereign and municipal securities. Our investment portfolio may become impaired by deterioration of the capital markets. We follow an established investment policy and set of guidelines to monitor and help mitigate our exposure to interest rate and credit risk. The policy sets forth credit quality standards and limits our exposure to any one issuer, as well as our maximum exposure to various asset classes. The policy also provides that we may not invest in marketable securities with a maturity in excess of three years.
We regularly review our investment portfolio to determine if any security is other-than-temporarily impaired, which would require us to record an impairment charge in the period any such determination is made. In making this judgment, we evaluate, among other things, the duration and extent to which the fair value of a security is less than its cost; the financial condition of the issuer and any changes thereto; and our intent to sell, or whether we will more likely than not be required to sell, the security before recovery of its amortized cost basis. Our assessment on whether a security is other-than-temporarily impaired could change in the future due to new developments or changes in assumptions related to any particular security.
Should financial market conditions worsen, investments in some financial instruments may pose risks arising from market liquidity and credit concerns. In addition, any deterioration of the capital markets could
cause our other income and expense to vary from expectations. As of June 29, 2018, we did not record any impairment charges associated with our investment portfolio of marketable securities, and although we believe our current investment portfolio has little risk of material impairment, we cannot predict future market conditions or market liquidity, or credit availability, and can provide no assurance that our investment portfolio will remain materially unimpaired.
Energy price volatility may negatively impact our business, financial condition and operating results.
We, along with our suppliers and customers, rely on various energy sources in our manufacturing and transportation activities. Energy prices have been subject to increases and volatility caused by market fluctuations, supply and demand, currency fluctuation, production and transportation disruption, world events and government regulations. While we are currently experiencing lower energy prices, a significant increase is possible, which could increase our raw material and transportation costs. In addition, increased transportation costs of our suppliers and customers could be passed along to us. We may not be able to increase our prices enough to offset these increased costs, and any increase in our prices may reduce our future customer orders, which could harm our business, financial condition and operating results.
Risks Related to Ownership of Our Ordinary Shares
Our share price may be volatile due to fluctuations in our operating results and other factors, including the activities and operating results of our customers or competitors, any of which could cause our share price to decline.
Our revenues, expenses and results of operations have fluctuated in the past and are likely to do so in the future from quarter to quarter and year to year due to the risk factors described in this section and elsewhere in this Annual Report on Form10-K. In addition to market and industry factors, the price and trading volume of our ordinary shares may fluctuate in response to a number of events and factors relating to us, our competitors, our customers and the markets we serve, many of which are beyond our control. Factors such as variations in our total revenues, earnings and cash flow, announcements of new investments or acquisitions, changes in our pricing practices or those of our competitors, commencement or outcome of litigation, sales of ordinary shares by us or our principal shareholders, fluctuations in market prices for our services and general market conditions could cause the market price of our ordinary shares to change substantially. Any of these factors may result in large and sudden changes in the volume and price at which our ordinary shares trade. Among other things, volatility and weakness in our share price could mean that investors may not be able to sell their shares at or above the prices they paid. Volatility and weakness could also impair our ability in the future to offer our ordinary shares or convertible securities as a source of additional capital and/or as consideration in the acquisition of other businesses.
Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may cause the market price of our ordinary shares to decline. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
If securities or industry analysts do not publish research or if they publish misleading or unfavorable research about our business, the market price and trading volume of our ordinary shares could decline.
The trading market for our ordinary shares depends in part on the research and reports that securities or industry analysts publish about us or our business. If securities or industry analysts stop covering us, or if too few
analysts cover us, the market price of our ordinary shares could be adversely impacted. If one or more of the analysts who covers us downgrades our ordinary shares or publishes misleading or unfavorable research about our business, our market price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our ordinary shares could decrease, which could cause the market price or trading volume of our ordinary shares to decline.
We may become a passive foreign investment company, which could result in adverse U.S. tax consequences to U.S. investors.
Based upon estimates of the value of our assets, which are based in part on the trading price of our ordinary shares, we do not expect to be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for the taxable year 2018 or for the foreseeable future. However, despite our expectations, we cannot assure you that we will not be a PFIC for the taxable year 2018 or any future year because our PFIC status is determined at the end of each year and depends on the composition of our income and assets during such year. If we are a PFIC, our U.S. investors will be subject to increased tax liabilities under U.S. tax laws and regulations and to burdensome reporting requirements.
Certain provisions in our constitutional documents may discourage our acquisition by a third party, which could limit your opportunity to sell shares at a premium.
Our constitutional documents include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in
change-of-control transactions, including, among other things, provisions that:
•establish a classified board of directors;
•prohibit our shareholders from calling meetings or acting by written consent in lieu of a meeting;
•limit the ability of our shareholders to propose actions at duly convened meetings; and
•authorize our board of directors, without action by our shareholders, to issue preferred shares and additional ordinary shares.
These provisions could have the effect of depriving you of an opportunity to sell your ordinary shares at a premium over prevailing market prices by discouraging third parties from seeking to acquire control of us in a tender offer or similar transaction.
Our shareholders may face difficulties in protecting their interests because we are incorporated under Cayman Islands law.
Our corporate affairs are governed by our amended and restated memorandum and articles of association (“MOA”), by the Companies Law (as amended) of the Cayman Islands and the common law of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under the laws of the Cayman Islands are not as clearly established under statutes or judicial precedent as in jurisdictions in the
United States.U.S. Therefore, you may have more difficulty in protecting your interests than would shareholders of a corporation incorporated in a jurisdiction in the
United States,U.S., due to the comparatively less developed nature of Cayman Islands law in this area.
The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies andnon-Cayman Islands companies. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or
creditors, as the case may be, that are present and voting either in person or by proxy at a meeting convened for that purpose. The convening of the meeting and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. A dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved.
When a takeover offer is made and accepted by holders of 90.0% of the shares within four months, the offeror may, within a
two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but
this is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.
If the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of a corporation incorporated in a jurisdiction in the
United States,U.S., providing rights to receive payment in cash for the judicially determined value of the shares. This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation or to require that the offeror give you additional consideration if you believe the consideration offered is insufficient.
Shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our MOA to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
Subject to limited exceptions, under Cayman Islands law, a minority shareholder may not bring a derivative action against the board of directors.
Certain judgments obtained against us by our shareholders may not be enforceable.
The Cayman Islands Parent is a Cayman Islands exempted company and substantially all of our assets are located outside of the
United States.U.S. Given our domicile and the location of our assets, it may be difficult to enforce in U.S. courts judgments obtained
against us in U.S. courts based on the civil liability provisions of the U.S. federal securities
laws against us.laws. In addition, there is uncertainty as to whether the courts of the Cayman Islands, Thailand or the PRC would recognize or enforce judgments of U.S. courts against us predicated upon the civil liability provisions of the securities laws of the
United StatesU.S. or any state. In particular, a judgment in a U.S. court would not be recognized and accepted by Thai courts without a
re-trial or examination of the merits of the case. In addition, there is uncertainty as to whether such Cayman Islands, Thai or PRC courts would be competent to hear original actions brought in the Cayman Islands, Thailand or the PRC against us predicated upon the securities laws of the
United StatesU.S. or any state.
General Risks
Energy price volatility may negatively impact our business, financial condition and operating results.
We, along with our suppliers and customers, rely on various energy sources in our manufacturing and transportation activities. Energy prices have been subject to increases and general volatility caused by market fluctuations, supply and demand, currency fluctuation, production and transportation disruption, world events and government regulations. While we are currently experiencing lower energy prices, a significant increase is possible, which could increase our raw material and transportation costs. In addition, increased transportation costs of our suppliers and customers could be passed along to us. We may not be able to increase our prices to adequately offset these increased costs, and any increase in our prices may reduce our future customer orders, which could harm our business, financial condition and operating results.
ITEM 1B. | UNRESOLVED STAFF COMMENTS.
|
ITEM 1B.UNRESOLVED STAFF COMMENTS.
ITEM 2.PROPERTIES.
Our principal registered office is located at c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman,KYI-9005, Cayman Islands. We have facilities located in Thailand, the PRC, the United Kingdom,U.S., the United StatesU.K., Israel and the Cayman Islands that are used for manufacturing and/or
general administration purposes. The following table presents the approximate square footage of our principal facilities as of June 29, 2018:
25, 2021:
| | | | | | | | | | | | | | |
| Location | | Owned/Leased | | Approximate
Square Footage |
| | | | |
Location
| | Owned/Leased | | Approximate
Square Footage |
| | |
Pinehurst Campus, Bangkok, Thailand | | Owned | | 1,028,0001,075,000 square feet |
Hemaraj Campus, Chonburi, Thailand | | Owned | | 517,000553,000 square feet |
Fuzhou, Fujian, PRC | | Leased(1) | | 300,000 square feet |
Santa Clara, California, United States | | Owned | | 72,000 square feet |
Wiltshire, United Kingdom | | Leased(2) | | 71,000 square feet |
Mountain Lakes, New Jersey, United States | | Leased(3) | | 28,000 square feet |
Yokneam Illit, Israel | | Leased(4) | | 27,000 square feet |
| Grand Cayman, Cayman Islands | | Leased (4)(5) | | 1,7005,100 square feet |
(1) | The lease periods for the buildings located at this facility expire on September 30, 2018, September 30, 2020 and March 31, 2021, respectively.
|
(2) | Leased until August 31, 2023.
|
(3) | Leased until June 30, 2020.
|
(4) | Leased until January 31, 2019.
|
(1)Leased until September 30, 2023.
(2)Leased until August 2, 2023.
(3)Leased until June 1, 2025.
(4)Leased until October 5, 2024.
(5)Leased until April 14, 2024.
ITEM 3. | LEGAL PROCEEDINGS.
|
ITEM 3.LEGAL PROCEEDINGS.
From time to time, we may be involved in litigation relating to claims arising in the ordinary course of our business. There currently are no material claims or actions pending or threatened against us.
ITEM 4. | MINE SAFETY DISCLOSURES.
|
ITEM 4.MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our ordinary shares are listed on the New York Stock Exchange under the symbol “FN”.
The following table sets forth, for the time periods indicated, the highest and lowest intraday sales prices of our ordinary shares as reported on the New York Stock Exchange. | | | | | | | | |
Fiscal Year 2018 | | High | | | Low | |
Fourth Quarter (March 31, 2018—June 29, 2018) | | $ | 37.73 | | | $ | 27.69 | |
Third Quarter (December 30, 2017—March 30, 2018) | | $ | 33.92 | | | $ | 24.02 | |
Second Quarter (September 30, 2017—December 29, 2017) | | $ | 38.89 | | | $ | 28.35 | |
First Quarter (July 1, 2017—September 29, 2017) | | $ | 47.02 | | | $ | 34.41 | |
| | |
Fiscal Year 2017 | | High | | | Low | |
Fourth Quarter (April 1, 2017—June 30, 2017) | | $ | 46.58 | | | $ | 31.97 | |
Third Quarter (December 31, 2016—March 31, 2017) | | $ | 49.63 | | | $ | 33.98 | |
Second Quarter (October 1, 2016—December 30, 2016) | | $ | 46.50 | | | $ | 36.42 | |
First Quarter (June 25, 2016—September 30, 2016) | | $ | 45.01 | | | $ | 33.91 | |
The equity compensation plan information required by this item, which includes a summary of the number of outstanding equity awards granted to employees and directors, as well as the number of securities remaining available for future issuance, under our equity compensation plans as of June 29, 2018, is incorporated by reference to our Proxy Statement for our 2018 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of our fiscal year ended June 29, 2018.
As of August
13, 2018,6, 2021, there were
approximately 65 shareholders of record of our ordinary shares. Because many of our ordinary shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
We currently intend to retain any earnings for use in our business and do not currently intend to pay dividends on our ordinary shares. Dividends, if any, on our ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial conditions, contractual restrictions, applicable laws and regulations and other factors our board of directors may deem relevant.
Securities Authorized for Issuance Under Equity Compensation Plans
See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for more information regarding securities authorized for issuance.
Sales of Unregistered Securities
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table summarizes share repurchase activity for the three months ended June 25, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | Total Number of
Shares Purchased | | Average Price
Paid
Per Share | | Total Number of
Shares Purchased As
Part of Publicly
Announced Program (1) | | Maximum
Approximate
Dollar Value
of Shares
That May Yet Be
Purchased
Under the Program (1) |
| March 26, 2021 – April 23, 2021 | | — | | | $ | — | | | — | | | $ | 91,689,325 | |
| April 24, 2021 – May 21, 2021 | | 68,158 | | | $ | 81.17 | | | 5,532,264 | | | $ | 86,157,061 | |
| May 22, 2021 – June 25, 2021 | | 54,425 | | | $ | 91.79 | | | 4,995,497 | | | $ | 81,161,564 | |
| Total | | 122,583 | | | | | 10,527,761 | | | |
(1) On August 21,18, 2017, we announced that our board of directors had approved a share repurchase program to permit us to repurchase up to $30.0 million worth of our issued and outstanding ordinary shares in the open market in accordance with applicable rules and regulations, at such time and such prices as management may decide.including pursuant to pre-set trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act of 1934. In February 2018, May 2019 and August 2020, we announced that our board of directors approved an increaseincreases of $30.0 million, $50.0 million and $58.5 million, respectively, to thisthe original share repurchase
authorization, bringing the aggregate authorization to $60.0$168.5 million. On November 4, 2020, we entered into a pre-set trading plan adopted in accordance with Rule 10b5-1 to effect repurchases under our share repurchase program. The repurchased shares will be held as treasury stock. Our share repurchase program does not have an expiration date. During the year ended June 25, 2021, 239,486 shares were repurchased under the program, at an average price per share (excluding other direct costs) of $78.66, for an
aggregate purchase price of $18.8 million. As of June
29, 2018,25, 2021, we had a remaining authorization to
purchaserepurchase up to an additional
$17.6$81.2 million worth of our ordinary shares.
Equity Compensation Plan Information
The
following table summarizes share repurchase activityequity compensation plan information required by this item, which includes a summary of the number of outstanding equity awards granted to employees and directors as well as the number of securities remaining available for
future issuance under our equity compensation plans as of June 25, 2021, is incorporated by reference to our Proxy Statement for our 2021 Annual Meeting of Shareholders to be filed with the
three monthsSEC within 120 days after the end of our fiscal year ended June
29, 2018: | | | | | | | | | | | | | | | | |
Period | | Total Number of
Shares Purchased | | | Average Price
Paid
Per Share | | | Total Number of
Shares Purchased As
Part of Publicly
Announced Program | | | Maximum
Approximate
Dollar Value
of Shares
That May Yet Be
Purchased
Under the Program | |
April 1, 2018 – April 30, 2018 | | | — | | | $ | — | | | | — | | | $ | 37,592,858 | |
May 1, 2018 – May 31, 2018 | | | 426,734 | | | $ | 36.30 | | | | 1,165,159 | | | $ | 22,101,460 | |
June 1, 2018 – June 29, 2018 | | | 123,944 | | | $ | 36.33 | | | | 1,289,103 | | | $ | 17,598,987 | |
| | | | | | | | | | | | | | | | |
Total | | | 550,678 | | | $ | 36.31 | | | | 1,289,103 | | | $ | 17,598,987 | |
| | | | | | | | | | | | | | | | |
25, 2021.
Five-Year Performance Graph
The following performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Fabrinet under the Securities Act of 1933, as amended, or the Exchange Act.
The following graph compares the cumulative total return to holders of Fabrinet’s ordinary shares with the cumulative total return of the NASDAQ Composite Index, and the NASDAQ Telecommunications Index.
The graph assumes that $100 was invested in Fabrinet’s ordinary shares
on June 28, 2013, and in each of the indices discussed above on June
30, 2013, including reinvestment of dividends.24, 2016, and that all dividends were reinvested. Historic stock performance is not necessarily indicative of future stock price performance.
ITEM 6. | SELECTED FINANCIAL DATA.
|
The selected consolidated financial data presented below should be read in conjunction with “Management’s Discussion and Analysis
Table of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form10-K. The selected financial data set forth below as of June 29, 2018 and June 30, 2017, and for the fiscal years ended June 29, 2018, June 30, 2017 and June 24, 2016 are derived from the audited consolidated financial statements included elsewhere in this Annual Report on Form10-K. The selected financial data as of June 24, 2016, June 26, 2015 and June 27, 2014, and for the fiscal years ended June 26, 2015 and June 27, 2014 are derived from the audited consolidated financial statements not included in this Annual Report on Form10-K. Each of the fiscal years in the table below consisted of 52 weeks, except fiscal year 2017, which consisted of 53 weeks. The results presented below are not necessarily indicative of financial results to be achieved in future periods. | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands, except per share data) | | June 29,
2018 (fiscal
year 2018) | | | June 30, 2017
(fiscal year
2017) | | | June 24, 2016
(fiscal year
2016) | | | June 26, 2015
(fiscal year
2015) | | | June 27, 2014
(fiscal year
2014) | |
| Selected Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | |
Revenues | | $ | 1,371,925 | | | $ | 1,420,490 | | | $ | 976,747 | | | $ | 773,587 | | | $ | 677,854 | |
Cost of revenues | | | (1,218,513 | ) | | | (1,249,030 | ) | | | (857,224 | ) | | | (685,814 | ) | | | (603,621 | ) |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 153,412 | | | | 171,460 | | | | 119,523 | | | | 87,773 | | | | 74,233 | |
Selling, general and administrative expenses | | | (57,812 | ) | | | (65,626 | ) | | | (49,753 | ) | | | (39,460 | ) | | | (27,664 | ) |
Other income related to flooding, net | | | — | | | | — | | | | 36 | | | | — | | | | 44,748 | |
Expenses related to reduction in workforce | | | (1,776 | ) | | | — | | | | — | | | | (1,153 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | | 93,824 | | | | 105,834 | | | | 69,806 | | | | 47,160 | | | | 91,317 | |
Interest income | | | 3,925 | | | | 1,977 | | | | 1,535 | | | | 1,253 | | | | 1,793 | |
Interest expense | | | (3,606 | ) | | | (3,321 | ) | | | (1,569 | ) | | | (616 | ) | | | (713 | ) |
Foreign exchange loss, net | | | (6,587 | ) | | | (1,142 | ) | | | (1,916 | ) | | | (19 | ) | | | (24 | ) |
Other income (expense) | | | 473 | | | | 509 | | | | 376 | | | | (152 | ) | | | 797 | |
| | | | | | | | | | | | | | | | | | | | |
Income before income taxes | | | 88,029 | | | | 103,857 | | | | 68,232 | | | | 47,626 | | | | 93,170 | |
Income tax expense | | | (3,862 | ) | | | (6,742 | ) | | | (6,335 | ) | | | (3,984 | ) | | | (1,439 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income | | | 84,167 | | | | 97,115 | | | | 61,897 | | | | 43,642 | | | | 91,731 | |
Other comprehensive (loss) income, net of tax | | | (909 | ) | | | (939 | ) | | | 635 | | | | (44 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net comprehensive income | | $ | 83,258 | | | $ | 96,176 | | | $ | 62,532 | | | $ | 43,598 | | | $ | 91,731 | |
| | | | | | | | | | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 2.26 | | | $ | 2.63 | | | $ | 1.73 | | | $ | 1.23 | | | $ | 2.63 | |
Diluted | | $ | 2.21 | | | $ | 2.57 | | | $ | 1.68 | | | $ | 1.21 | | | $ | 2.58 | |
Weighted average number of ordinary shares outstanding (thousands of shares) | | | | | | | | | | | | | | | | | | | | |
Basic | | | 37,257 | | | | 36,927 | | | | 35,857 | | | | 35,354 | | | | 34,938 | |
Diluted | | | 38,035 | | | | 37,852 | | | | 36,872 | | | | 35,984 | | | | 35,589 | |
| |
| | | As of | |
| (amount in thousands) | | June 29, 2018 | | | June 30, 2017 | | | June 24, 2016 | | | June 26, 2015 | | | June 27, 2014 | |
| Selected Consolidated Balance Sheet Data: | | | |
Cash and cash equivalents | | $ | 158,102 | | | $ | 133,825 | | | $ | 142,804 | | | $ | 112,978 | | | $ | 233,477 | |
Marketable securities | | $ | 174,269 | | | $ | 151,450 | | | $ | 141,709 | | | $ | 142,866 | | | $ | — | |
Restricted cash in connection with business acquisition | | $ | 3,331 | | | $ | 3,312 | | | $ | — | | | $ | — | | | $ | — | |
Working capital(1) | | $ | 284,440 | | | $ | 287,752 | | | $ | 205,592 | | | $ | 150,246 | | | $ | 130,885 | |
Total assets | | $ | 1,088,018 | | | $ | 1,033,075 | | | $ | 855,857 | | | $ | 672,503 | | | $ | 564,557 | |
Current and long-term debt | | $ | 64,188 | | | $ | 71,103 | | | $ | 60,407 | | | $ | 40,500 | | | $ | 16,500 | |
Total liabilities | | $ | 347,079 | | | $ | 351,501 | | | $ | 301,438 | | | $ | 193,559 | | | $ | 137,721 | |
Total shareholders’ equity | | $ | 740,939 | | | $ | 681,574 | | | $ | 554,419 | | | $ | 478,944 | | | $ | 426,836 | |
(1) | Working capital is defined as trade accounts receivable plus inventory, less trade accounts payable.
|
Contents | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29, 2018 | | | June 30, 2017 | | | June 24, 2016 | | | June 26, 2015 | | | June 27, 2014 | |
| Selected Consolidated Statements of Cash Flow Data: | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | $ | 138,080 | | | $ | 70,934 | | | $ | 47,088 | | | $ | 52,629 | | | $ | 66,550 | |
Net cash (used in) provided by investing activities | | $ | (58,649 | ) | | $ | (90,556 | ) | | $ | (39,603 | ) | | $ | (195,499 | ) | | $ | 26,988 | |
Net cash (used in) provided by financing activities | | $ | (54,106 | ) | | $ | 13,432 | | | $ | 22,862 | | | $ | 22,537 | | | $ | (8,171 | ) |
Net increase (decrease) in cash, cash equivalents and restricted cash | | $ | 25,325 | | | $ | (6,190 | ) | | $ | 30,347 | | | $ | (120,333 | ) | | $ | 85,367 | |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
In addition to historical information, this Annual Report on Form
10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
•our goals and strategies;
•our and our customers’ estimates regarding future revenues, operating results, expenses, capital requirements and liquidity;
•our expectation that the portion of our future revenues attributable to customers in regions outside of North America will increasedecrease compared with the portion of those revenues for fiscal year 2018;
2021;•our expectation that we will incur incremental costs of revenue as a result of our planned expansion of our business into new geographic markets;
•our expectation that our fiscal year 20192022 selling, general and administrative (“SG&A”) expenses will decreaseincrease compared to our fiscal year 20182021 SG&A expenses;
•our expectation that our employee costs will increase in Thailand and the People’s Republic of China (“PRC”);
•our future capital expenditures and our needs for additional financing;
•the expansion of our manufacturing capacity, including into new geographies;
•the growth rates of our existing markets and potential new markets;
•our ability, and the ability of our customers and suppliers, to respond successfully to technological or industry developments;
•our expectations regarding the potential impact of the COVID-19 pandemic on our business, financial condition and results of operations;
•our suppliers’ estimates regarding future costs;
•our ability to increase our penetration of existing markets and to penetrate new markets;
•our plans to diversify our sources of revenues;
•our plans to execute acquisitions;
•trends in the optical communications, industrial lasers, and sensors markets, including trends to outsource the production of components used in those markets;
•our ability to attract and retain a qualified management team and other qualified personnel and advisors; and
•competition in our existing and new markets.
These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward lookingforward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report onForm 10-K, in particular, the risks discussed under the heading “Risk Factors” in Item 1A, as well as those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. “We,” “us” and “our” refer to Fabrinet and its subsidiaries.
Overview
We provide advanced optical packaging and precision optical, electro-mechanical and electronic manufacturing services to original equipment manufacturers (“OEMs”)
For an overview of complex products such as optical communication components, modules andsub-systems, industrial lasers, medical devices and sensors. We offer a broad rangeour business, see PART I – ITEM 1. BUSINESS.
Table of advanced optical and electro-mechanical capabilities across the entire manufacturing process, including process design and engineering, supply chain management, manufacturing, complex printed circuit board assembly, advanced packaging, integration, final assembly and test. Although we focus primarily onlow-volume production of a wide variety of high complexity products, which we refer to as“low-volume,high-mix,” we also have the capability to accommodate high-volume production. Based on our experience with, and positive feedback we have received from our customers, we believe we are a global leader in providing these services to the optical communications, industrial lasers and automotive markets.Our customer base includes companies in complex industries that require advanced precision manufacturing capabilities such as optical communications, industrial lasers, automotive and sensors. The products that we manufacture for our OEM customers include selective switching products; tunable transponders and transceivers; active optical cables; solid state, diode-pumped, gas and fiber lasers; and sensors. In many cases, we are the sole outsourced manufacturing partner used by our customers for the products that we produce for them.
We also design and fabricate application-specific crystals, lenses, prisms, mirrors, laser components, and substrates (collectively referred to as “customized optics”) and other custom and standard borosilicate, clear fused quartz, and synthetic fused silica glass products (collectively referred to as “customized glass”). We incorporate our customized optics and glass into many of the products we manufacture for our OEM customers, and we also sell customized optics and glass in the merchant market.
Contents
We utilize a
52-53 week fiscal year ending on the Friday in June closest to June 30. Fiscal year
20182021 ended on June
29, 201825, 2021 and consisted of 52 weeks. Fiscal year
20172020 ended on June
30, 2017 and consisted of 53 weeks. Fiscal year 2016 ended on June 24, 201626, 2020 and consisted of 52 weeks.
Fiscal year 2019 ended on June 28, 2019 and consisted of 52 weeks.
Recent Developments Related to COVID-19
For a discussion of the effects of COVID-19 on our business, see “Recent Developments Related to COVID-19” in PART I – ITEM 1. BUSINESS.
We believe our ability to expand our relationships with existing customers and attract new customers is due to a number of factors, including our broad range of complex engineering and manufacturing service offerings, flexiblelow-cost manufacturing platform, process optimization capabilities, advanced supply chain management, excellent customer service, and experienced management team. Although we expect the prices we charge for our manufactured products to decrease over time (partly as a result of competitive market forces), we still believe we will be able to maintain favorable pricing for our services because of our ability to reduce cycle time, adjust our product mix by focusing on more complicated products, improve product quality and yields, and reduce material costs for the products we manufacture. We believe these capabilities will enablehave enabled us to help our OEM customers reduce their manufacturing costs while maintaining or improving the design, quality, reliability, and delivery times offor their products.
Revenues, by percentage, from individual customers representing 10% or more of our total revenues is set forth in the respective periods were as follows:
| | | | | | | | | | | | |
| | | Years Ended | |
| | | June 29, 2018 | | | June 30, 2017 | | | June 24, 2016 | |
Lumentum Operations LLC | | | 16 | % | | | 17 | % | | | 20 | % |
Note 22 of our audited consolidated financial statements. Because we depend upon a small number of customers for a significant percentage of our total revenues, a reduction in orders from, a loss of, or any other adverse actions by, any one of these customers would reduce our revenues and could have a material adverse effect on our business, operating results and share price. Moreover, our customer concentration increases the concentration of our accounts receivable and payment default by any of our key customers will negatively impact our exposure. Many of our existing and potential customers have substantial debt burdens, have experienced financial distress or have static or declining revenues, all of which may be exacerbated by the continued uncertainty in the global economies. Certain customers have gone out of business or have been acquired or announced their withdrawal from segments of the optics market. We generate significant accounts payable and inventory for the services that we provide to our customers, which could expose us to substantial and potentially unrecoverable costs if we do not receive payment from our customers. Therefore, any financial difficulties that our key customers experience could materially and adversely affect our operating results and financial condition by generating charges for inventory write-offs, provisions for doubtful accounts, and increases in working capital requirements due to increased days inventory and in accounts receivable.
Furthermore, reliance on a small number of customers gives those customers substantial purchasing power and leverage in negotiating contracts with us. In addition, although we enter into master supply agreements with our customers, the level of business to be transacted under those agreements is not guaranteed. Instead, we are awarded business under those agreements on a
project-by-project basis. Some of our customers have at times significantly reduced or delayed the volume of manufacturing services that they order from us. If we are unable to maintain our relationships with our existing significant customers, our business, financial condition and operating results could be harmed.
COVID-19 has also created dynamics in the semiconductor component supply chain that have led to shortages of the types of components needed in the products we manufacture for our customers. If we or our customers are unable to procure needed semiconductor components, our ability to manufacture products for our customers will be impacted, which may reduce our revenue as we experienced during the fourth quarter of fiscal year 2021. The impact of semiconductor component shortages may increase in the near term as supplier and customer buffer inventories and safety stocks are exhausted.
We generate revenues from three geographic regions: North America, Asia-Pacific, and Europe. Revenues are attributed to a particular geographic area based on the
bill-to-location of our customers, notwithstanding that our customers may ultimately ship their products to end customers in a different geographic region. The substantial majority of our revenues are derived from our manufacturing facilities in Asia-Pacific.
The percentage of our revenues generated from abill-to-location outside of North America decreasedincreased from 53.4%49.4% in fiscal year 20172020 to 53.1%52.8% in fiscal year 2018,2021, which was partially due to a decreasean increase in sales to our customers in Asia-Pacific by 0.2% and in Europe by 0.1%1.9%. Based on the shortshort- and medium termmedium-term indications and forecasts from our customers, we expect that the portion of our
future revenues attributable to customers in regions outside of North America will
increasedecrease as compared with the portion of revenues attributable to such customers during fiscal year
2018.2021.
The following table presents percentages of total revenues by geographic regions:
| | | | | | | | | | | | |
| | | Years Ended | |
| | | June 29, 2018 | | | June 30, 2017 | | | June 24, 2016 | |
North America | | | 46.9 | % | | | 46.6 | % | | | 53.8 | % |
Asia-Pacific | | | 37.8 | | | | 38.0 | | | | 35.9 | |
Europe | | | 15.3 | | | | 15.4 | | | | 10.3 | |
| | | | | | | | | | | | |
| | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| June 25, 2021 | | June 26, 2020 | | June 28, 2019 |
| North America | 47.2 | % | | 50.6 | % | | 47.7 | % |
| Asia-Pacific | 35.6 | | | 33.7 | | | 38.4 | |
| Europe | 17.2 | | | 15.7 | | | 13.9 | |
| 100.0 | % | | 100.0 | % | | 100.0 | % |
We enter into supply agreements with our customers which generally have an initial term of up to three years, subject to automatic renewals for subsequent
one-year terms unless expressly terminated. Although there are no minimum purchase requirements in our supply agreements, our customers provide us with rolling forecasts of their demand requirements. Our supply agreements generally include provisions for pricing and periodic review of pricing, consignment of our customer’s unique production equipment to us, and the sharing of benefits from cost-savings derived from our efforts. We are generally required to purchase materials, which may include long lead-time materials and materials that are subject to minimum order quantities and/or
non-cancelable or
non-returnable terms, to meet the stated demands of our customers. After procuring materials, we manufacture products for our customers based on purchase orders that contain terms regarding product quantities, delivery locations and delivery dates. Our customers generally are obligated to purchase finished goods that we have manufactured according to their demand requirements. Materials that are not consumed by our customers within a specified period of time, or
that are no longer required due to a product’s cancellation or
end-of-life, are typically designated as excess or obsolete inventory under our contracts. Once materials are designated as either excess or obsolete inventory, our customers are typically required to purchase such inventory from us even if they have chosen to cancel production of the related products.
The excess or obsolete inventory is shipped to the customer and revenue is recognized upon shipment.
The key components of our cost of revenues are material costs, employee costs, and infrastructure-related costs. Material costs generally represent the majority of our cost of revenues. Several of the materials we require to manufacture products for our customers are customized for their products and often sourced from a single supplier or in some cases, our own subsidiaries. Shortages from sole-source suppliers due to yield loss, quality concerns and capacity constraints, among other factors, may increase our expenses and negatively impact our gross profit margin or total revenues in a given quarter. Material costs include scrap material. Historically, scrap rate diminishes during a product’s life cycle due to process, fixturing and test improvement and optimization.
A second significant element of our cost of revenues is employee costs, including indirect employee costs related to design, configuration and optimization of manufacturing processes for our customers, quality testing, materials testing and other engineering services; and direct costs related to our manufacturing employees. Direct employee costs include employee salaries, insurance and benefits, merit-based bonuses, recruitment, training and retention. Historically, our employee costs have increased primarily due to increases in the number of employees necessary to support our growth and, to a lesser extent, costs to recruit, train and retain employees. Our cost of revenues is significantly impacted by salary levels in Thailand, the PRC and the United Kingdom, the fluctuation of the Thai baht,
Chinese Renminbi (“RMB”)RMB and
Pound Sterling (“GBP”)GBP against our functional currency, the U.S. dollar, and our ability to retain our employees. We expect our employee costs to increase as wages continue to increase in Thailand and the PRC. Wage increases may impact our ability to sustain our competitive advantage and may reduce our profit margin. We seek to mitigate these cost increases through improvements in employee productivity, employee retention and asset utilization.
Our infrastructure costs are comprised of depreciation, utilities, facilities management and overhead costs. Most of our facility leases are long-term agreements. Our depreciation costs include buildings and fixed assets, primarily at our Pinehurst and Chonburi campuses in Thailand, and capital equipment located at each of our manufacturing locations.
During fiscal
year 2018, fiscal year 2017years 2021, 2020 and
fiscal year 2016,2019, discretionary merit-based bonus awards were made to our
non-executive employees. Charges included in cost of revenues for bonus awards to
non-executive employees were
$3.5$4.7 million,
$3.2$4.6 million and
$2.8$3.9 million for fiscal
year 2018, fiscal year 2017years 2021, 2020 and
fiscal year 2016,2019, respectively.
Share-based compensation expense included in cost of revenues was $6.8$6.2 million, $5.3$6.1 million and $2.0$5.7 million for fiscal year 2018, fiscal year 2017years 2021, 2020 and fiscal year 2016,2019, respectively.
We expect to incur incremental costs of revenue as a result of our planned expansion into new geographic markets, though we are not able to determine the amount of these incremental expenses.
In addition, we expect our cost of revenue to increase in the first quarter of fiscal 2022 in response to the recent surge in COVID-19 cases, particularly in our Thailand operations. We have implemented additional safeguards beyond what we have been doing for the past 18 months in order to protect our employees. For example, we have increased testing of our employees and have sent employees home – with pay – if they test positive for COVID-19. In addition, we have been granted permission by the Thai government to vaccinate our employees and have been carrying out this initiative since July 2021 at our expense.
Selling, General and Administrative Expenses
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
2019,2022, we expect our SG&A expenses will
decreaseincrease compared with our fiscal year
20182021 SG&A expenses.
The compensation committee of our board of directors approved a fiscal year
20182021 executive incentive plan with quantitative objectives based solely on achieving certain revenue targets and non-U.S. GAAP operating margin targets for fiscal year 2021. Bonuses under the fiscal year 2021 executive incentive plan are payable after the end of fiscal year 2021. In fiscal year 2020, the compensation committee approved a fiscal year 2020 executive incentive plan with quantitative objectives that were based solely on achieving certain revenue
targets and
non-GAAP gross non-U.S. GAAP operating margin targets for fiscal year
2018. Because we did not achieve the targets under our fiscal year 2018 executive incentive plan, no bonuses were paid under such plan. In fiscal year 2017, the compensation committee approved a fiscal year 2017 executive incentive plan with quantitative objectives that were based solely on achieving certain revenue andnon-GAAP gross margin targets for our fiscal year ended June 30, 2017.2020. In the three months ended September 29,
2017,2020, the compensation committee awarded bonuses to our executive employees for Company achievements of performance under our fiscal
2017year 2020 executive incentive plan. Discretionary merit-based bonus awards are also available to our
non-executive employees and payable on a quarterly basis.
Charges included in SG&A expenses for bonus distributions to
non-executive and executive employees were
$0.5$4.2 million,
$4.4$4.1 million and
$4.7$3.7 million for fiscal
year 2018, fiscal year 2017years 2021, 2020 and
fiscal year 2016,2019, respectively.
Share-based compensation expense included in SG&A expenses was
$15.8$19.3 million,
$21.2$16.1 million and
$7.9$11.5 million for fiscal
year 2018, fiscal year 2017years 2021, 2020 and
fiscal year 2016,2019, respectively.
Additional Financial Disclosures
As a result of our international operations, we are exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Thai baht. Although a majority of our total revenues is denominated in U.S. dollars, a substantial portion of our payroll plus certain other operating expenses are incurred and paid in Thai baht. The exchange rate between the Thai baht and the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate substantially in the future. We report our financial results in U.S. dollars and our results of operations have been and could in the future be negatively impacted if the Thai baht appreciates against the U.S. dollar. Smaller portions of our expenses are incurred in a variety of other currencies, including RMB, GBP, Canadian dollars, Euros, and Japanese yen, the appreciation of which may also negatively impact our financial results.
In order to manage the risks arising from fluctuations in foreign currency exchange rates, we use derivative instruments. We may enter into foreign currency exchange currency forward or put option contracts to manage foreign currency exposures associated with certain assets and liabilities and other forecasted foreign currency transactions and may designate these instruments as hedging instruments. The forward and put option contracts generally have maturities of up to 12 months. All foreign currency exchange contracts are recognized in the audited consolidated balance sheet as other current assets or other current liabilities and are measuredsheets at fair value. GainGains or losslosses on our forward and put option contracts generally offsetpresent gross amount in the assets, liabilities, and transactions economically hedged.
We had foreign currency denominated assets and liabilities in Thai baht, RMB and GBP as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of June 29, 2018 | | | As of June 30, 2017 | |
| (amount in thousands, except percentages) | | Currency | | | $ | | | % | | | Currency | | | $ | | | % | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Thai baht | | | 980,778 | | | $ | 29,568 | | | | 60.7 | | | | 395,123 | | | $ | 11,628 | | | | 47.3 | |
RMB | | | 18,455 | | | | 2,789 | | | | 5.7 | | | | 26,965 | | | | 3,980 | | | | 16.2 | |
GBP | | | 12,514 | | | | 16,392 | | | | 33.6 | | | | 6,896 | | | | 8,982 | | | | 36.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | $ | 48,749 | | | | 100.0 | | | | | | | $ | 24,590 | | | | 100.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Thai baht | | | 1,401,473 | | | $ | 42,251 | | | | 84.5 | | | | 1,875,338 | | | $ | 55,189 | | | | 82.7 | |
RMB | | | 19,893 | | | | 3,007 | | | | 6.0 | | | | 28,451 | | | | 4,200 | | | | 6.3 | |
GBP | | | 3,615 | | | | 4,735 | | | | 9.5 | | | | 5,625 | | | | 7,326 | | | | 11.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | $ | 49,993 | | | | 100.0 | | | | | | | $ | 66,715 | | | | 100.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of June 25, 2021 | | As of June 26, 2020 |
| (amount in thousands, except percentages) | Foreign
Currency | | $ | | % | | Foreign
Currency | | $ | | % |
| Assets | | | | | | | | | | | |
| Thai baht | 1,472,249 | | | $ | 46,312 | | | 67.5 | | | 667,955 | | | $ | 21,617 | | | 41.8 | |
| RMB | 98,056 | | | 15,145 | | | 22.1 | | | 158,060 | | | 22,402 | | | 43.3 | |
| GBP | 5,111 | | | 7,119 | | | 10.4 | | | 6,220 | | | 7,726 | | | 14.9 | |
| Total | | | $ | 68,576 | | | 100.0 | | | | | $ | 51,745 | | | 100.0 | |
| Liabilities | | | | | | | | | | | |
| Thai baht | 2,250,514 | | | $ | 70,793 | | | 87.7 | | | 2,102,392 | | | $ | 68,039 | | | 89.5 | |
| RMB | 40,112 | | | 6,195 | | | 7.7 | | | 42,586 | | | 6,036 | | | 8.0 | |
| GBP | 2,656 | | | 3,699 | | | 4.6 | | | 1,545 | | | 1,919 | | | 2.5 | |
| Total | | | $ | 80,687 | | | 100.0 | | | | | $ | 75,994 | | | 100.0 | |
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 and other payables.
The Company manages itsWe 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 June
29, 2018 there were $7.0 million of foreign currency forward contracts and $30.0 million of foreign currency option contracts outstanding on the Thai baht payables. As of June 30, 2017,25, 2021, there was
$1.0$130.0 million in foreign currency forward contracts outstanding on the Thai baht payables.
As of June 26, 2020, there was $125.0 million in foreign currency forward contracts and $1.0 million in foreign currency option contracts outstanding on the Thai baht payables.
The RMB assets represent cash and cash equivalents, trade accounts receivable and other current assets. The RMB liabilities represent trade accounts payable, accrued expenses,
income tax payable and other payables. As of June
29, 201825, 2021 and June
30, 2017,26, 2020, we did not have any derivative contracts denominated in RMB.
The GBP assets represent cash
and trade accounts
receivable, inventory, and property, plant and equipment.receivable. The GBP liabilities
primarily represent trade accounts
payable.payable and other payables. As of June
29, 201825, 2021 and June
30, 2017,26, 2020, we did not have any derivative contracts denominated in GBP.
For fiscal
year 2018years 2021 and
fiscal year 2017,2020, we recorded
realizedan unrealized loss of
$0.4$1.5 million and
realized gain of $0.3$1.2 million, respectively, related to derivatives that are not designated as hedging instruments in the consolidated statements of operations and comprehensive income.
Currency Regulation and Dividend Distribution
Foreign exchange regulation in the PRC is primarily governed by the following rules:
•Foreign Currency Administration Rules, as amended on August 5, 2008, or the Exchange Rules;
•Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules; and
•Notice on Perfecting Practices Concerning Foreign Exchange Settlement Regarding the Capital Contribution by Foreign-invested Enterprises, as promulgated by the State Administration of Foreign Exchange (“SAFE”), on August 29, 2008, or Circular 142.
Under the Exchange Rules, RMB is freely convertible into foreign currencies for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions. However, conversion of RMB for capital account items, such as direct investments, loans, security investments and repatriation of investments, is still subject to the approval of SAFE.
Under the Administration Rules, foreign-invested enterprises may only buy, sell, or remit foreign currencies at banks authorized to conduct foreign exchange business after providing valid commercial documents and relevant supporting documents and, in the case of capital account item transactions, obtaining approval from SAFE. Capital investments by foreign-invested enterprises outside of the PRC are also subject to limitations, which include approvals by the Ministry of Commerce, SAFE and the State Development and Reform Commission.
Circular 142 regulates the conversion by a foreign-invested company of foreign currency into RMB by restricting how the converted RMB may be used. Circular 142 requires that the registered capital of a
foreign-invested enterprise settled in RMB converted from foreign currencies may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within the PRC. In addition, SAFE strengthened its oversight of the flow and use of the registered capital of foreign-invested enterprises settled in RMB converted from foreign currencies. The use of such RMB capital may not be changed without SAFE’s approval and may not be used to repay RMB loans if the proceeds of such loans have not been used.
On January 5, 2007, SAFE promulgated the Detailed Rules for Implementing the Measures for the Administration on Individual Foreign Exchange, or the Implementation Rules. Under the Implementation Rules, PRC citizens who are granted share options by an overseas publicly-listed company are required, through a PRC agent or PRC subsidiary of such overseas publicly-listed company, to register with SAFE and complete certain other procedures.
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.
Furthermore, our transfer of funds to our subsidiaries in Thailand and the PRC are each subject to approval by governmental authorities in case of an increase in registered capital, or subject to registration with governmental authorities in case of a shareholder loan. These limitations on the flow of funds between our subsidiaries and us could restrict our ability to act in response to changing market conditions.
Our effective tax rate is a function of the mix of tax rates in the various jurisdictions in which we do business. We are domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to tax in the Cayman Islands on income or capital
gains. We have received this undertaking for a20-year period ending August 24, 2019. As that date approaches, we intend to request a renewal with the office of the Clerk of the Cabinet for another 20 years.gains until March 6, 2039.
Throughout the period of our operations in Thailand, we have generally received income tax and other incentives from the Thailand Board of Investment. Preferential tax treatment from the Thai government in the form of a corporate tax exemption is currently available to us through June 2020 and June 2026 on income generated from projects to manufacture certain products at our Chonburi campus is currently available to us through June 2026. Similar preferential tax treatment was available to us through June 2020 with respect to products manufactured at our Pinehurst campus and ChonburiBuilding 6. After June 2020, 50% of our income generated from products manufactured at our Pinehurst campus respectively.will be exempted from tax through June 2025. Such preferential tax treatment is contingent on various factors, including the export of our customers’ products out of Thailand and our agreement not to move our manufacturing facilities out of our current province in Thailand for at least 15 years from the date on which preferential tax treatment was granted (i.e., at least ingranted. Currently, the case of our Pinehurst campus and until June 2026 in the case of our Chonburi campus). In March 2016, the Thailand Revenue Department announced a permanent decrease of corporate income tax rates to 20% for tax periods beginning on or after January 1, 2016. As a result, corporate income tax ratesrate for our Thai subsidiary are expected to remain atis 20% from fiscal year 2017 onward..
As of June 30, 2017, we determined that it was more likely than not that deferred tax assets attributable to a subsidiary in the United States would not be realized, primarily due to uncertainties related to the subsidiary’s ability to utilize its net operating loss carryforwards before they expire. Accordingly, we established a valuation allowance for all deferred tax assets. If there is a change in our ability to realize deferred tax assets for which a valuation allowance has been established, then our tax provision may decrease in the period in which we determine that realization is more likely than not. Likewise, if we determine that it is not more likely than not that our deferred tax assets will be realized, then a valuation allowance may be established for such deferred tax assets and our tax provision may increase in the period in which we make the determination. During fiscal year 2018, the subsidiary in the United States generated taxable income sufficient for the utilization of loss carryforwards due to better operating performance and effective control of operating expenses and management determined that it is more likely than not that future taxable income would be sufficient to allow the benefit of the loss to be realized. Therefore, as of June 29, 2018, we partially reversed the deferred tax assets valuation allowance.
The Tax Cuts and Jobs Act, or the Tax Reform Act was enacted on December 22, 2017 and providesprovided for significant changes to U.S. tax law. Among other provisions, the Tax Reform Act reduceslaw, including a reduction in the U.S. corporate income tax rate to 21% effective in 2018. , which is the current rate for our U.S. subsidiaries.
The
Tax Reform Act also contains a number of provisions that may impact us in future years. Since the Tax Reform Act was recently finalized and ongoing guidance and accounting interpretation is expected over the next twelve months, we have made certain provisional accounting estimates, as permitted under Staff Accounting Bulletin No. 118, and continue to analyzecorporate income tax rates for our
accounting policies in this area. The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of the Tax Reform Act will be applied or otherwise administered that is different from our interpretation. As we complete our analysis of the Tax Reform Act, collect and prepare necessary data, and interpret any additional guidance, we may make adjustments to provisional amounts that we have recorded that may be materialsubsidiaries in the
period in whichPRC, the
adjustmentsU.K. and Israel are
made. The final accounting analysis will occur no later than one year from the date the Tax Reform Act was enacted.As a result of the reduction in the corporate rate, we have remeasured our U.S. deferred tax assets25%, 19% and liabilities as of June 29, 2018 to reflect the lower rate expected to apply when these temporary differences reverse. We provisionally estimate that the remeasurement resulted in a reduction in current income tax expenses of $0.1 million and deferred tax assets of $0.4 million. While we are able to make reasonable estimates of the impact of the reduction in corporate rate, the final impact of the Tax Reform Act may differ from these estimates, due to, among other things, changes in our interpretations and assumptions, additional guidance that may be issued by the I.R.S.23%, and actions we may take.
respectively.
Critical Accounting Policies and Use of Estimates
We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities on the date of the consolidated financial statements and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and on various other assumptions that we believe to be reasonable under the
circumstances, thecircumstances. The evaluation results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Because the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our consolidated financial statements, as their application places the most significant demands on our management’s judgment.
A quantitative sensitivity analysis is provided where such information is reasonably available, can be reliably estimated, and provides material information to investors. The amounts used to assess sensitivity are included for illustrative purposes only and do not represent management’s predictions of variability.
Our critical accounting policies and the adoption of new accounting policies are disclosed in Note 2 – Summary of significant accounting policies. There were no changes to our accounting policies other than the adoption of ASC 326, “Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments” and ASC 820, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement."
On June 30, 2018, we adopted ASC 606 using the modified retrospective method, which was applied to those contracts which were not completed as of June 29, 2018. The modified retrospective method required us to recognize the cumulative effect of the adoption of ASC 606, for all contracts with customers, to the opening balance of equity at June 30, 2018.
We derive total revenues primarily from the assembly of products under supply agreements with our customers and the fabrication of customized optics and glass. We recognize revenue relating to contracts that depict the transfer of promised goods or services to customers in an amount reflecting the consideration to which we expect to be entitled in exchange for such goods or services. In order to meet this requirement, we apply the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when ita performance obligation is realizedsatisfied. Revenue is recognized net of any taxes collected from customers, which is subsequently remitted to governmental authorities.
A performance obligation is a contractual promise to transfer a distinct good or realizableservice to the customer. In contracts with multiple performance obligations, we identify each performance obligation and earned. evaluate whether the performance obligation is distinct within the context of the contract at contract inception. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises under the contracts and, therefore, is not distinct.
Sales of finished goods
We consider revenue realized or realizable and earned when theremanufacture products that are customized to customers’ specifications; however, control of the products is persuasive evidence of an arrangement, delivery has occurred,typically transferred to the sales pricecustomer at the point in time the product is fixed or determinable, and collectability is reasonably assured. Delivery does not occur until products have beeneither shipped or services have been provided, riskdelivered, depending on the terms of the arrangement, as the criteria for over time recognition are not met. On evaluation of the contracts, we identified that there were no contractual rights to bill profit for work in progress in the event of a contract termination, which is expected to be infrequent. Further, in limited circumstances, contracts provide for substantive acceptance by the customer, which results in the deferral of revenue until formal notice of acceptance is received from the customer. Judgment may be required in determining if an acceptance clause provides for substantive acceptance.
Certain customers may request us to store finished products at our warehouse where customers bear risks of loss themselves. In these instances, we receive a written request from the customer asking us to hold the inventory at our warehouse and refrain from using the ordered goods to fulfill other customer orders. In these situations, revenue is only recognized when the completed goods are ready for shipment and transferred to our warehouse.
Customers generally are obligated to purchase finished goods that we have manufactured according to their demand requirements. Materials that are not consumed by customers within a specified period of time, or are no longer required due to a product’s cancellation or end-of-life, are typically designated as excess or obsolete inventory under our contracts. Once materials are designated as either excess or obsolete inventory, customers are typically required to purchase such inventory from us even if the customer has transferredchosen to cancel production of the related products. The excess or obsolete inventory is shipped to the customer and in cases where formal acceptance is required, customer acceptance has been obtained or customer acceptance provisions have lapsed. In situations where a formal acceptance is required but the acceptance only relates to whether the product meets its published specifications, revenue is recognized upon shipment provided all other revenue recognition criteria are met. The salesshipment.
A contract’s transaction price is
not consideredallocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. In determining the net consideration to which we expect to be
fixedentitled, we evaluate whether the price is subject to refund or
determinable until all contingencies relatedadjustment. We generally do not grant return privileges, except for in the case of defective products during the warranty period. We generally provide a warranty of between one to five years on any given product. These standard warranties are assurance-type warranties, and we do not offer any services in addition to the
sale have been resolved.assurance that the product will continue to work as specified.
We
reducerecognize revenue
fornet of rebates and other similar allowances.
Revenue isRevenues are recognized only if these estimates can be
reasonably and reliably determined.
Our estimates areWe estimate expected rebates and other similar allowances based on historical results taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
In addition We consider such estimated rebates and other similar allowances as variable consideration when allocating the transaction price to the aforementioned general policies, certain customers may request usextent it is probable that there will not be a significant reversal of cumulative revenue recognized. The estimate is primarily based on the most likely level of consideration to store finished products purchased by them at the Company’s warehouse. In these instances, we receive a written request frombe paid to the customer asking usunder the specific terms of each arrangement.
Services
We provide services for customers that are related to
holdour manufacturing activities. In many cases, although the
inventory at our warehouse and the ordered goods are segregated in our warehouse from other inventory and cannot be used to fulfil other customer orders. In these situations,nature of work performed is that of a service, revenue is only
recognized when persuasive evidencerecognizable upon shipment of the
sales arrangement exists,product because the
goodscustomer has specific requirements as to how many items can be shipped at any given point in time, i.e. at point-in-time. The related costs are
completed and ready for shipment, pricing is fixed or determinable, collection is reasonable assured, and title and risk of loss have passed to the customer.For information regarding the expected impact of the adoption of Accounting Standards Update2014-09, “Revenue from Contracts with Customers (Topic 606)”, see Note 2 of our audited consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form10-K.
expensed as incurred.
We review property, plant and equipment for impairment
on a quarterly basis or when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset or assets group exceeds its fair value. Recoverability of property and equipment is measured by comparing
its carrying amount to the projected undiscounted cash flows the property and equipment are expected to generate. If such assets are considered to be impaired, the impairment loss recognized, if any, is the amount by which the carrying amount of the property and equipment exceeds its fair value.
Allowance for Doubtful Accounts
We perform ongoing credit evaluations of our customers’ financial condition and make provisions for doubtful accounts based on the outcomes of these credit evaluations. We evaluate the collectability of our accounts receivable based on specific customer circumstances, current economic trends, historical experience with collections, and the age of past due receivables. Unanticipated changes in the liquidity or financial position of our customers may require additional provisions for doubtful accounts. Under our specific identification method, it is not practical to assess the sensitivity of our estimates.
Our inventory is stated at the lower of cost (on afirst-in,first-out basis) or market value. Our industry is characterized by rapid technological change, short-term customer commitments, and rapid changes in demand.
We make provisions for estimated excess and obsolete inventory based on regular reviews of inventory quantities on hand on a quarterly basis and the latest forecasts of product demand and production requirements from our customers. If actual market conditions or our customers’ product demands are less favorable than those projected, additional provisions may be required. In addition, unanticipated changes in liquidity or the financial positions of our customers or changes in economic conditions may require additional provisions for inventory due to our customers’ inability to fulfill their contractual obligations. During fiscal year 20182021 and fiscal year 2017,2020, a change of 10% for excess and obsolete materials, based on product demand and production requirements from our customers, would have affected our net income by approximately $0.3$0.1 million and $0.3$0.2 million, respectively.
Our deferred income tax assets represent temporary differences between the carrying amount and the tax basis of existing assets and liabilities that will result in deductible and payable amounts in future years, including net operating loss carry forwards. Based on estimates, the carrying value of our net deferred tax assets assumes that it is more likely than not that we will be able to generate sufficient future taxable income in certain tax jurisdictions to realize these deferred income tax assets. Our judgments regarding future profitability may change owing todepending on future market conditions, changes in U.S. or international tax laws, or other factors. If these estimates and related assumptions change in the future, we may be required to increase or decrease our valuation allowance against the deferred tax assets, resulting in additional or lesser income tax expense.
As of June 30, 2017,the end of fiscal year 2019, we determinedhad assessed and set up a partial valuation allowance for the deferred tax assets at the same level as in fiscal year 2018. However, in fiscal year 2020, one of our subsidiaries in the U.S. generated net operating loss and management expected that such subsidiary would continue to have net operating losses in the foreseeable future; therefore, management believed it was more likely than not that deferred tax assets attributable to a subsidiary in the United States would not be realized, primarily due to uncertainties related to the subsidiary’s ability to utilize its operating loss carryforwards before they expire. As of June 30, 2017, we assessed all of our deferred tax assets as more likely than not to be realizable and, accordingly, recognized a valuation allowance forthe deferred tax assets of $6.4 million. such subsidiary would not be utilized. Thus, a full valuation allowance of $2.1 million for the deferred tax assets was set up as of the end of fiscal year 2020.
During fiscal year
2018, this subsidiary2021, our subsidiaries in the U.S. generated taxable income sufficient for the utilization of loss carryforwards due to better operating performance and effective control of operating expenses
suchand management determined that it
is nowwas more likely than not that future taxable income would be sufficient to allow
the benefitutilization of the
loss to be realized. Therefore, asdeferred tax assets. Thus, a full valuation allowance of
June 29, 2018, we partially reversed$1.5 million for the deferred tax assets
valuation allowance.We assess tax positionswas released as of June 25, 2021.
During fiscal year 2021, our subsidiaries in
a previously filed tax return or a positionthe U.K. also generated net operating loss and management expected
that such subsidiary would continue to
be takenhave net operating losses in
a future tax returnthe foreseeable future. Therefore, management believed it was more likely than not that
is reflected in measuring current orall of the deferred
income tax assets
and liabilities for interim or annual periods, based on the technical merits of
the position. We apply a “more likely than not” basis (i.e., a likelihood greater than 50 percent), in accordance with the authoritative guidance, and recognize a tax provision in the consolidated financial statements for an uncertain tax position thatsuch subsidiary would not be
sustained.Share-Based Compensation
Awards granted, including share options, restricted share units and performance share units are accounted for by recognizing the costutilized. Thus, a full valuation allowance of employee services received in exchange for awards of equity instruments, based on the fair value of those awards, in the consolidated financial statements over the requisite service period.
In determining the fair value of share option awards, we are required to make estimates of expected dividends to be issued, expected volatility of our shares, expected forfeitures of the awards, risk free interest rates$2.1 million for the expected terms of the awards and expected terms of the awards.
For accounting purposes only, the fair value of each option grant is estimated using the Black-Scholes-Merton option pricing model, which takes into account the following factors: (1) the exercise price of the options; (2) the fair value of the underlying ordinary shares; (3) the expected life of the options; (4) the expected volatility of the underlying ordinary shares; (5) the risk-free interest rate during the expected life of the options; and (6) the expected dividend yield of the underlying ordinary shares. However, these fair values are inherently uncertain and highly subjective.
The exercise price of the options is stated in the option agreements. The expected life of the options involves estimates of the anticipated timing of the exercise of the vested options. The expected volatility is based
on the historical volatility of our share price. We have applied the U.S. Treasury Bill interest rate with a maturity date similar to the expected life of our options as the risk-free interest rate and assumed a dividend yield for periods when we paid dividends.
The fair value of restricted share units and performance share units are based on the market value of our ordinary shares on the date of grant.
The determination of our share-based compensation expense for both current and future periods requires the input of assumptions, including estimated forfeitures and the price volatility of the underlying ordinary shares. We estimate forfeitures based on past employee retention rates and our expectations of future retention rates, and we will prospectively revise our forfeiture rates based on actual history. Our share-based compensation expense may change based on changes to our actual forfeitures.
Intangibles
Intangibles are stated at historical cost less amortization. Amortization of customer relationships is calculated using the accelerated method as to reflect the pattern in which the economic benefits of the intangible assets are consumed. Amortization of other intangibles is calculated using the straight-line method.
Business acquisition
For the acquisition of Fabrinet UK, we allocated the fair value of purchase consideration to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The allocation of consideration to the individual net assets has been finalized.
The acquired intangible assets, which consist of customer relationships and backlog, are recorded as intangibles in the consolidated balance sheets. The fair value of the acquired intangibledeferred tax assets was determined based on the multi-period excess earnings method. We review intangibles for impairment whenever changes or circumstances indicate the carrying amount may not be recoverable.
Goodwill
Goodwill arising from the acquisition is primarily attributable to the ability to expand future products and services and the assembled workforce. Goodwill is reviewed annually for impairment or more frequently whenever changes or circumstances indicate the carrying amountset up as of goodwill may not be recoverable.
June 25, 2021.
The following table sets forth a summary of our consolidated statements of operations and comprehensive income. Note that
period-to-period comparisons of operating results should not be relied upon as indicative of future performance.
| | | | | | | | | | | | |
| | | Years Ended | |
| | | June 29, 2018 | | | June 30, 2017 | | | June 24, 2016 | |
Revenues | | $ | 1,371,925 | | | $ | 1,420,490 | | | $ | 976,747 | |
Cost of revenues | | | (1,218,513 | ) | | | (1,249,030 | ) | | | (857,224 | ) |
| | | | | | | | | | | | |
Gross profit | | | 153,412 | | | | 171,460 | | | | 119,523 | |
Selling, general and administrative expenses | | | (57,812 | ) | | | (65,626 | ) | | | (49,753 | ) |
Other income related to flooding, net | | | — | | | | — | | | | 36 | |
Expenses related to reduction in workforce | | | (1,776 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Operating income | | | 93,824 | | | | 105,834 | | | | 69,806 | |
Interest income | | | 3,925 | | | | 1,977 | | | | 1,535 | |
Interest expense | | | (3,606 | ) | | | (3,321 | ) | | | (1,569 | ) |
Foreign exchange loss, net | | | (6,587 | ) | | | (1,142 | ) | | | (1,916 | ) |
Other income, net | | | 473 | | | | 509 | | | | 376 | |
| | | | | | | | | | | | |
Income before income taxes | | | 88,029 | | | | 103,857 | | | | 68,232 | |
Income tax expense | | | (3,862 | ) | | | (6,742 | ) | | | (6,335 | ) |
| | | | | | | | | | | | |
Net income | | | 84,167 | | | | 97,115 | | | | 61,897 | |
Other comprehensive (loss) income, net of tax | | | (909 | ) | | | (939 | ) | | | 635 | |
| | | | | | | | | | | | |
Net comprehensive income | | $ | 83,258 | | | $ | 96,176 | | | $ | 62,532 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25, 2021 | | June 26, 2020 | | June 28, 2019 |
| Revenues | $ | 1,879,350 | | | $ | 1,641,836 | | | $ | 1,584,335 | |
| Cost of revenues | (1,657,987) | | | (1,455,731) | | | (1,405,111) | |
| Gross profit | 221,363 | | | 186,105 | | | 179,224 | |
| Selling, general and administrative expenses | (70,567) | | | (68,374) | | | (55,067) | |
| Expenses related to reduction in workforce | (43) | | | (329) | | | (1,516) | |
| Operating income | 150,753 | | | 117,402 | | | 122,641 | |
| Interest income | 3,783 | | | 7,592 | | | 6,699 | |
| Interest expense | (1,100) | | | (3,044) | | | (5,381) | |
| Foreign exchange gain (loss), net | 508 | | | (3,797) | | | 1,406 | |
| Other income (expense), net | (3,460) | | | 1,089 | | | 868 | |
| Income before income taxes | 150,484 | | | 119,242 | | | 126,233 | |
| Income tax expense | (2,143) | | | (5,763) | | | (5,278) | |
| Net income | 148,341 | | | 113,479 | | | 120,955 | |
| Other comprehensive income (loss), net of tax | (5,119) | | | 1,239 | | | (1,129) | |
| Net comprehensive income | $ | 143,222 | | | $ | 114,718 | | | $ | 119,826 | |
The following table sets forth a summary of our consolidated statements of operations and comprehensive income as a percentage of total revenues for the periods indicated.
| | | | | | | | | | | | |
| | | Years Ended | |
| | | June 29, 2018 | | | June 30, 2017 | | | June 24, 2016 | |
Revenues | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
Cost of revenues | | | (88.8 | ) | | | (87.9 | ) | | | (87.8 | ) |
| | | | | | | | | | | | |
Gross profit | | | 11.2 | | | | 12.1 | | | | 12.2 | |
Selling, general and administrative expenses | | | (4.2 | ) | | | (4.6 | ) | | | (5.1 | ) |
Other income related to flooding, net | | | — | | | | — | | | | (0.0 | ) |
Expenses related to reduction in workforce | | | (0.1 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Operating income | | | 6.9 | | | | 7.5 | | | | 7.1 | |
Interest income | | | 0.3 | | | | 0.1 | | | | 0.2 | |
Interest expense | | | (0.3 | ) | | | (0.2 | ) | | | (0.1 | ) |
Foreign exchange loss, net | | | (0.5 | ) | | | (0.1 | ) | | | (0.2 | ) |
Other income, net | | | 0.1 | | | | 0.0 | | | | 0.0 | |
| | | | | | | | | | | | |
Income before income taxes | | | 6.5 | | | | 7.3 | | | | 7.0 | |
Income tax expense | | | (0.3 | ) | | | (0.5 | ) | | | (0.7 | ) |
| | | | | | | | | | | | |
Net income | | | 6.2 | | | | 6.8 | | | | 6.3 | |
Other comprehensive (loss) income, net of tax | | | (0.1 | ) | | | (0.1 | ) | | | 0.1 | |
| | | | | | | | | | | | |
Net comprehensive income | | | 6.1 | % | | | 6.7 | % | | | 6.4 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| | June 25, 2021 | | June 26, 2020 | | June 28, 2019 |
| Revenues | 100.0 | % | | 100.0 | % | | 100.0 | % |
| Cost of revenues | (88.2) | | | (88.7) | | | (88.7) | |
| Gross profit | 11.8 | | | 11.3 | | | 11.3 | |
| Selling, general and administrative expenses | (3.8) | | | (4.2) | | | (3.5) | |
| Expenses related to reduction in workforce | 0.0 | | | 0.0 | | | (0.1) | |
| Operating income | 8.0 | | | 7.1 | | | 7.7 | |
| Interest income | 0.2 | | | 0.5 | | | 0.4 | |
| Interest expense | 0.0 | | | (0.2) | | | (0.3) | |
| Foreign exchange gain (loss), net | 0.0 | | | (0.2) | | | 0.1 | |
| Other income (expense), net | (0.2) | | | 0.1 | | | 0.0 | |
| Income before income taxes | 8.0 | | | 7.3 | | | 7.9 | |
| Income tax expense | (0.1) | | | (0.4) | | | (0.3) | |
| Net income | 7.9 | | | 6.9 | | | 7.6 | |
| Other comprehensive income (loss), net of tax | (0.3) | | | 0.1 | | | 0.0 | |
| Net comprehensive income | 7.6 | % | | 7.0 | % | | 7.6 | % |
The following table sets forth our revenues by end market for the periods indicated.
| | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29, 2018 | | | June 30, 2017 | | | June 24, 2016 | |
Optical communications | | $ | 1,000,256 | | | $ | 1,108,637 | | | $ | 727,580 | |
Lasers, sensors, and other | | | 371,669 | | | | 311,853 | | | | 249,167 | |
| | | | | | | | | | | | |
Total | | $ | 1,371,925 | | | $ | 1,420,490 | | | $ | 976,747 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25, 2021 | | June 26, 2020 | | June 28, 2019 |
| Optical communications | $ | 1,441,338 | | | $ | 1,248,174 | | | $ | 1,184,936 | |
| Lasers, sensors, and other | 438,012 | | | 393,662 | | | 399,399 | |
| Total | $ | 1,879,350 | | | $ | 1,641,836 | | | $ | 1,584,335 | |
We operate and internally manage a single operating segment. As such, discrete information with respect to separate product lines and segments is not accumulated.
We utilize a52-53 week fiscal year ending on the Friday in June closest to June 30. Fiscal year 2018 ended on June 29, 2018 and consisted of 52 weeks. Fiscal year 2017 ended on June 30, 2017 and consisted of 53 weeks. Fiscal year 2016 ended on June 24, 2016 and consisted of 52 weeks.
Comparison of Fiscal Year
20182021 with Fiscal Year
20172020
Total revenues.revenues. Our total revenues decreasedincreased by $48.6$237.5 million, or 3.4%14.5%, to $1.37$1.88 billion for fiscal year 2018,2021, compared with $1.42$1.64 billion for fiscal year 2017.2020. This decreaseincrease was primarily due to a decreasean increase in customers’ demand for optical communications manufacturing services, particularly telecom manufacturing services, for fiscal year 2018, driven by a slower growth rate in the data center market following a peak year in fiscal year 2017, partially offset by an increase in customers’ demand fornon-optical communications manufacturing services.2021. Revenues from optical communications products represented 72.9%76.7% of our total revenues for fiscal year 2018,2021, compared with 78.0%76.0% for fiscal year 2017.2020.
Cost of revenues. Our cost of revenues decreased by $30.5 million, or 2.4%, to $1.22 billion, or 88.8% of total revenues, for fiscal year 2018, compared with $1.25 billion, or 87.9% of total revenues, for fiscal year 2017. The decrease in cost of revenues was primarily due to a proportional decrease in sales volume.Gross profit.Our gross profit decreased by $18.0 million, or 10.5%, to $153.4 million, or 11.2% of total revenues, for fiscal year 2018, compared with $171.5 million, or 12.1% of total revenues, for fiscal year 2017.
SG&A expenses. Our SG&A expenses decreased by $7.8 million, or 11.9%, to $57.8 million, or 4.2% of total revenues, for fiscal year 2018, compared with $65.6 million, or 4.6% of total revenues, for fiscal year 2017. Our SG&A expenses decreased during fiscal year 2018, compared with fiscal year 2017, mainly due to decreases in incentive-based compensation of $9.2 million because we did not achieve the targets under our fiscal year 2018 executive incentive plan, and expenses related to merger and acquisition activities of $1.7 million because we did not acquire any businesses during fiscal year 2018. These decreases were offset by an increase in severance payments of $2.1 million during fiscal year 2018 to the Executive Chairman of our board of directors in connection with his transition tonon-executive Chairman of our board of directors.
Operating income. Our operating income decreased by $12.0 million to $93.8 million, or 6.8% of total revenues, for fiscal year 2018, compared with $105.8 million, or 7.5% of total revenues, for fiscal year 2017.
Interest income. Our interest income increased by $1.9 million to $3.9 million for fiscal year 2018, compared with $2.0 million for fiscal year 2017. The increase was primarily due to an increase in our average outstanding cash and marketable securities balances and interest rates.
Interest expense.Our interest expense increased by $0.3 million to $3.6 million for fiscal year 2018, compared with $3.3 million for fiscal year 2017. The increase was primarily due to an increase in the average interest rate.
Foreign exchange loss, net.We recorded foreign exchange loss, net of $6.6 million for fiscal year 2018, compared with $1.1 million for fiscal year 2017. The increase was primarily due to the fluctuation of the Thai baht and RMB against our functional currency, the U.S. dollar.
Income before income taxes.We recorded income before income taxes of $88.0 million for fiscal year 2018, compared with $103.9 million for fiscal year 2017.
Income tax expense.Our provision for income tax reflects an effective tax rate of 5.0% for fiscal year 2018, compared with an effective tax rate of 5.5% for fiscal year 2017. The decrease in income tax expense was primarily due to the fact that we had more income not subject to tax during fiscal year 2018 as compared with fiscal year 2017. The impact from the Tax Cuts and Jobs Act resulted in a reduction in income tax expense of $0.1 million during fiscal year 2018.
Net income.We recorded net income of $84.2 million, or 6.2% of total revenues, for fiscal year 2018, compared with net income of $97.1 million, or 6.8% of total revenues, for fiscal year 2017.
Other comprehensive (loss) income. Our other comprehensive loss remained flat at $0.9 million, or 0.1% of total revenues for each of fiscal year 2018 and fiscal year 2017.
Comparison of Fiscal Year 2017 with Fiscal Year 2016
Total revenues.Our total revenues increased by $443.7 million, or 45.4%, to $1.42 billion for fiscal year 2017, compared with $976.7 million for fiscal year 2016. This increase was primarily due to (1) an increase in customers’ demand for both optical andnon-optical communication manufacturing services for fiscal year 2017; and (2) the positive impact from an additional week of revenue during fiscal year 2017. Revenues from optical communications products represented 78.0% of our total revenues for fiscal year 2017, compared with 74.5% for fiscal year 2016.
Cost of revenues. Our cost of revenues increased by $391.8$202.3 million, or 45.7%13.9%, to $1.25$1.66 billion, or 87.9%88.2% of total revenues, for fiscal year 2017,2021, compared with $857.2 million,$1.46 billion, or 87.8%88.7% of total revenues, for fiscal year 2016.2020. The increase in cost of revenues was primarily due to a proportional increase in sales volume. The increase in cost of revenues also included an increase of $3.3 million in share-based compensation expenses, primarily due to a higher number of restricted and performance share units granted to our executives when compared to the prior period.
Gross profit.profit. Our gross profit increased by $51.9$35.3 million, or 43.5%18.9%, to $171.5$221.4 million, or 12.1%11.8% of total revenues, for fiscal year 2017,2021, compared with $119.5$186.1 million, or 12.2%11.3% of total revenues, for fiscal year 2016.2020.
SG&A expenses. Our SG&A expenses increased by $15.9$2.2 million, or 31.9%3.2%, to $65.6$70.6 million, or 4.6%3.8% of total revenues, for fiscal year 2017,2021, compared with $49.8$68.4 million, or 5.1%4.2% of total revenues, for fiscal year 2016.2020. Our SG&A expenses increased in absolute dollars during fiscal year 2017,2021, compared with fiscal year 2016,2020, mainly due to (1) an increase in share-based compensation expenses of $13.2$3.2 million partially due to the recognitionfrom an increase in awards of $4.3 millionperformance share units and restricted share units; (2) an increase in new business start-up costs related to accelerated vestingour subsidiary in Israel of equity awards held by executives during fiscal year 2017; (2) $2.8 million of SG&A expenses from companies we acquired in September 2016;$1.4 million; and (3) an increase in severance liabilities expense of $1.5$0.9 million related to merger and acquisition activities.a senior management retirement; offset by a goodwill impairment loss related to our subsidiary in the U.K. of $3.5 million in fiscal year 2020.
Operating income.income. Our operating income increased by $36.0$33.4 million to $105.8$150.8 million, or 7.5%8.0% of total revenues, for fiscal year 2017,2021, compared with $69.8$117.4 million, or 7.1% of total revenues, for fiscal year 2016.2020.
Interest income.income. Our interest income increaseddecreased by $0.4$3.8 million to $2.0$3.8 million for fiscal year 2017,2021, compared with $1.5$7.6 million for fiscal year 2016.2020. The decrease was primarily due to a lower weighted average interest rate in fiscal year 2021 compared with fiscal year 2020.
Interest expense. Our interest expense decreased by $1.9 million to $1.1 million for fiscal year 2021, compared with $3.0 million for fiscal year 2020. The decrease was primarily due to lower unrealized loss from mark-to-market of interest rate swaps recognized to earnings for fiscal year 2021, due to the implementation of cash flow hedge accounting on the interest rate swaps on September 27, 2019 and lower interest expense from loan repayment in fiscal year 2021.
Foreign exchange gain (loss), net. We recorded foreign exchange gain, net of $0.5 million for fiscal year 2021, compared with foreign exchange loss, net of $3.8 million for fiscal year 2020. The increase in foreign exchange gain was mainly due to an unrealized foreign exchange gain from revaluation of outstanding Thai baht assets and liabilities of $2.0 million, foreign exchange gain from subsidiaries in the PRC and the U.K., totaling $1.7 million, and realized foreign exchange gain from payment/receipt of $0.5 million in fiscal year 2021, as compared to an unrealized foreign exchange loss from mark-to-market of forward contracts of $1.2 million and realized foreign exchange loss from payment/receipt of $1.6 million in fiscal year 2020
Income before income taxes. We recorded income before income taxes of $150.5 million for fiscal year 2021, compared with $119.2 million for fiscal year 2020.
Income tax expense. Our provision for income tax reflects an effective tax rate of 1.4% and 4.8% for fiscal year 2021 and fiscal year 2020, respectively. The decrease was primarily due to higher income not subject to tax in fiscal year 2021, as compared to fiscal year 2020.
Net income. We recorded net income of $148.3 million, or 7.9% of total revenues, for fiscal year 2021, compared with net income of $113.5 million, or 6.9% of total revenues, for fiscal year 2020.
Other comprehensive income (loss). We recorded other comprehensive loss of $5.1 million, or 0.3% for fiscal year 2021, compared with other comprehensive income of $1.2 million, or 0.1% for fiscal year 2020. The decrease in other comprehensive income was mainly due to (1) unrealized loss from mark-to-market of forward contracts and interest rate swap agreement of $5.1 million for fiscal year 2021, as compared to unrealized gain from mark-to-market of forward contracts and interest rate swap agreement of $0.6 million for fiscal year 2020, and (2) unrealized loss from mark-to-market of available-for-sale debt securities of $1.2 million for fiscal year 2021, as compared to unrealized gain from mark-to-market of available-for-sale debt securities of $0.5 million for fiscal year 2020.
Comparison of Fiscal Year 2020 with Fiscal Year 2019
Total revenues. Our total revenues increased by $57.5 million, or 3.6%, to $1.64 billion for fiscal year 2020, compared with $1.58 billion for fiscal year 2019. This increase was primarily due to an increase in customers’ demand for optical communications manufacturing services, particularly telecom manufacturing services, for fiscal year 2020. Revenues from optical communications products represented 76.0% of our average outstanding cashtotal revenues for fiscal year 2020, compared with 74.8% for fiscal year 2019.
Cost of revenues. Our cost of revenues increased by $50.6 million, or 3.6%, to $1.46 billion, or 88.7% of total revenues, for fiscal year 2020, compared with $1.41 billion, or 88.7% of total revenues, for fiscal year 2019. The increase in cost of revenues was primarily due to a proportional increase in sales volume.
Gross profit. Our gross profit increased by $6.9 million, or 3.8%, to $186.1 million, or 11.3% of total revenues, for fiscal year 2020, compared with $179.2 million, or 11.3% of total revenues, for fiscal year 2019.
SG&A expenses. Our SG&A expenses increased by $13.3 million, or 24.2%, to $68.4 million, or 4.2% of total revenues, for fiscal year 2020, compared with $55.1 million, or 3.5% of total revenues, for fiscal year 2019. Our SG&A expenses increased during fiscal year 2020, compared with fiscal year 2019, mainly due to by (1) an increase in share-based compensation expenses of $4.6 million, including $3.2 million from an increase in awards of performance share units and marketable securities balances$1.4 million from an increase in awards of restricted share units; (2) a goodwill impairment loss related to our UK subsidiary of $3.5 million; (3) an increase in new business start-up costs incurred by our Israel and interest rates.Thailand subsidiaries of $1.5 million; (4) an increase in severance liabilities expense of $0.9 million due to a change in labor protection law in Thailand in May 2019 that increased the required severance payment compensation for employees with 20 years of service from 300 days of wage to 400 days of wage; and (5) an increase in executive and management expenses of $0.4 million from bonuses and other benefits.
Operating income. Our operating income decreased by $5.2 million to $117.4 million, or 7.1% of total revenues, for fiscal year 2020, compared with $122.6 million, or 7.7% of total revenues, for fiscal year 2019.
Interest expense.income. Our interest expenseincome increased by $1.8$0.9 million to $3.3$7.6 million for fiscal year 2017,2020, compared with $1.6$6.7 million for fiscal year 2016.2019. The increase was primarily due to an increase in the average balance of our outstanding bank borrowings.cash and cash equivalents and short-term investments.
Interest expense. Our interest expense decreased by $2.4 million to $3.0 million for fiscal year 2020, compared with $5.4 million for fiscal year 2019. The decrease was primarily due to lower unrealized loss from mark-to-market of interest rate swaps recognized to earnings as a result of applying cash flow hedge accounting in fiscal year 2020. In fiscal year 2020, there was unrealized loss from mark-to-market of interest rate swaps of $1.7 million recognized to earnings for the three months ended September 27, 2019, before applying cash flow hedge, as compared to an unrealized loss of $2.6 million for fiscal year 2019. In addition, there was amortization of the fair value of interest rate swaps as of the hedge inception date of $1.2 million during fiscal year 2020 in relation to applying hedge accounting which results in a decrease in interest expense.
Foreign exchange gain (loss), net. We recorded foreign exchange loss, net of $3.8 million for fiscal year 2020, compared with foreign exchange gain, net of $1.4 million for fiscal year 2019. The increase in foreign exchange loss was mainly due to an unrealized foreign exchange loss from mark-to-market of forward contracts of $1.2 million in fiscal year 2020, as compared to an unrealized foreign exchange gain from mark-to-market of forward contracts of $4.8 million in fiscal year 2019.
Income before income taxes.taxes. We recorded income before income taxes of $103.9$119.2 million for fiscal year 2017,2020, compared with $68.2$126.2 million for fiscal year 2016.2019.
Income tax expense.expense. Our provision for income tax reflects an effective tax rate of 5.5%4.8% and 4.2% for fiscal year 2017, compared with an effective tax rate of 6.7% for2020 and fiscal year 2016.2019, respectively. The decreaseincrease was primarily due to the fact that we had morehigher income not subject to tax duringin fiscal year 20172020, as compared withto fiscal year 2016.2019.
Net income.income. We recorded net income of $97.1$113.5 million, or 6.8%6.9% of total revenues, for fiscal year 2017,2020, compared with net income of $61.9$121.0 million, or 6.3%7.6% of total revenues, for fiscal year 2016.2019.
Other comprehensive income (loss) income. We recorded. Our other comprehensive income increased by $2.4 million to $1.2 million for fiscal year 2020 compared with other comprehensive loss of $0.9$1.1 million or 0.1% of total revenues, for fiscal year 2017, compared with other comprehensive income of $0.6 million, or 0.1% of total revenues, for fiscal year 2016.2019.
Liquidity and Capital Resources
Cash Flows and Working Capital
We primarily finance our operations through cash flow from
operationsoperating activities. As of June
29, 201825, 2021 and June
30, 2017,26, 2020, we had cash, cash equivalents, and
marketable securitiesshort-term investments of
$332.4$547.9 million and
$285.3$488.1 million, respectively, and outstanding debt of
$64.2$39.5 million and
$71.1$51.7 million, respectively.
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 for fiscal year
2018,2021, fiscal year
20172020 and fiscal year
20162019 was
0.8%, 0.6% and 0.7%,
1.8% and 1.9%, respectively.
Our cash investments are made in accordance with an investment policy approved by the
Audit Committeeaudit committee of our
Boardboard of
Directors.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 and held-to-maturity. Investments in debt securities
that we have the positive intent and
ability to hold to maturity are
recordedcarried at amortized cost and classified as held-to-maturity. Investments in debt securities that are not classified as held-to-maturity are carried at fair value
and classified as available-for-sale with any unrealized gains and losses included in AOCI in the consolidated balance sheets.
The costWe determine realized gains or losses on sale of
available-for-sale debt securities
sold is based on
thea specific identification
method. Unrealizedmethod and records such gains
or losses as interest income in the consolidated statements of operations and
losses on these securities are recorded as other comprehensive
(loss) income and are reported as a separate component of shareholders’ equity.income.
During fiscal year
2018,2020, (1) we
refinanced all existingpaid off a term
and revolving loansloan of $60.9 million under our
previous credit facility agreement
(“Facility Agreement”) intowith Bank of America, (2) our subsidiary in Thailand drew down a
$65.0 millionnew term loan
that matures onof $60.9 million under a new credit facility agreement with the Bank of Ayudhya Public Company Limited, and (3) we repaid $9.1 million of the new term loan under the new credit facility agreement. As a result, as of June
4, 2023.26, 2020, we had a long-term borrowing of $51.7 million under our new credit facility agreement. As of June
29, 2018,25, 2021, we had a
term loanlong-term borrowing of
$64.2$39.5 million
and no revolving loans outstanding under our
Facility Agreement.new credit facility agreement (see Note 15 for further details). We anticipate that our internally generated working capital, along with our cash and cash equivalents will be adequate to repay
this obligation.these obligations. To better manage our cash on hand, we
also held
short-term investments
in short-term marketable securities of
$174.3$245.0 million as of June
29, 2018.25, 2021.
We believe that our current cash
and cash equivalents,
marketable securities,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
subsequent tofollowing the filing of this
annual report.Annual Report on Form 10-K. Our ability to sustain our working capital position is subject to a number of risks that we discuss in Item 1A of this Annual Report on
Form 10-K.We also believe that our current manufacturing capacity is sufficient to meet our anticipated production requirements for at least the next few quarters.
The following table shows our cash flows for the periods indicated:
| | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29, 2018 | | | June 30, 2017 | | | June 24, 2016 | |
Net cash provided by operating activities | | $ | 138,080 | | | $ | 70,934 | | | $ | 47,088 | |
Net cash used in investing activities | | $ | (58,649 | ) | | $ | (90,556 | ) | | $ | (39,603 | ) |
Net cash (used in) provided by financing activities | | $ | (54,106 | ) | | $ | 13,432 | | | $ | 22,862 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | | $ | 25,325 | | | $ | (6,190 | ) | | $ | 30,347 | |
Cash, cash equivalents and restricted cash, beginning of period | | $ | 137,137 | | | $ | 142,804 | | | $ | 112,978 | |
Cash, cash equivalents and restricted cash, end of period | | $ | 161,433 | | | $ | 137,137 | | | $ | 142,804 | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25, 2021 | | June 26, 2020 | | June 28, 2019 |
| Net cash provided by operating activities | $ | 118,665 | | | $ | 150,660 | | | $ | 147,394 | |
| Net cash used in investing activities | $ | (5,442) | | | $ | (71,248) | | | $ | (98,067) | |
| Net cash used in financing activities | $ | (42,754) | | | $ | (35,305) | | | $ | (23,223) | |
| Net increase in cash, cash equivalents and restricted cash | $ | 70,469 | | | $ | 44,107 | | | $ | 26,104 | |
| Cash, cash equivalents and restricted cash, beginning of period | $ | 232,832 | | | $ | 188,241 | | | $ | 161,433 | |
| Cash, cash equivalents and restricted cash, end of period | $ | 303,123 | | | $ | 232,832 | | | $ | 188,241 | |
Net cash provided by operating activities increased by $67.1 million, or 94.7%, to $138.1of $118.7 million for fiscal year 2018, compared with2021 was primarily due to (1) net income of $148.3 million; (2) an increase in trade accounts payable of $96.3 million; (3) depreciation and amortization of $36.3 million; and (4) share-based compensation of $25.5 million; offset by (1) an increase in inventories of $112.3 million to support new business; (2) an increase in trade accounts receivable of $63.8 million due to higher sales and timing of collection; and (3) increase in other current and non-current assets of $15.2 million.
Net cash provided by operating activities of
$70.9$150.7 million for fiscal year
20172020 was primarily due to
better working capital management. This(1) net income of $113.5 million; (2) depreciation and amortization of $30.9 million; (3) share-based compensation of $22.2 million; and (4) an increase
was due toin other current liabilities and non-current liabilities of $11.0 million; offset by (1) an increase
from cash received fromin inventories of $16.2 million; and (2) an increase in trade accounts receivable of
$82.0 million and a decrease of ending inventories of $34.4$12.3 million.
These were offset by decreases in net income of $12.9 million and cash paid to trade accounts payable of $34.8 million.Net cash provided by operating activities increased by $23.8 million, or 50.6%, to $70.9 million for fiscal year 2017, compared with net cash provided by operating activities of $47.1 million for fiscal year 2016. This increase was due to an increase in net income of $35.2 million from revenue growth, depreciation and amortization of $6.4 million from additional investments in equipment to support our new facility in Chonburi, Thailand, and share-based compensation of $16.6 million mainly related to additional grants of equity awards to employees during the year. These were offset with decreases in movement of trade accounts payable, and other current andnon-current liabilities of $18.0 million and $14.6 million, respectively.
Net cash used in investing activities decreased by $31.9 million, or 35.2 %, to $58.6of $5.4 million for fiscal year 2018, compared with2021 was primarily due to (1) purchase of property, plant and equipment of $42.5 million; and (2) purchase of intangibles assets of $2.0 million; offset by (1) funds repayment from a customer of $24.3 million; and (2) net proceeds from sales and maturities of short-term investments of $14.6 million.
Net cash used in investing activities of
$90.6$71.2 million for fiscal year
2017. The decrease2020 was primarily due to
a decrease of 34.4 million in the(1) purchase of property, plant and equipment
asof $42.3 million; (2) funds provided to our customer in the
constructionamount of
$24.3 million to support the customer’s transfer of certain manufacturing operations from Berlin, Germany to our
new facilityfacilities in
Chonburi, Thailand
was completed in
March 2017fiscal year 2020; (3) a net purchase of short-term investments of $5.1 million; and
there was no significant(4) purchase
of intangibles assets of $1.2 million; offset by proceeds from disposal of property, plant and equipment
during fiscal year 2018, and a decrease of
$9.9 million related to merger and acquisition activities because we did not acquire any businesses during fiscal year 2018. These decreases were offset by a net increase in investment in marketable securities of $12.9$1.6 million.
Net cash used in investing activities increased by $50.9 million, or 128.7%, to $90.6 million for fiscal year 2017, compared with net cash used in investing activities of $39.6 million for fiscal year 2016. The increase was primarily due to an increase of $27.6 million in the purchase of property, plant and equipment primarily for our new facility in Chonburi, Thailand, a net increase of $11.4 million in marketable securities and the net payment of $9.9 million in connection with the acquisition of Fabrinet UK.
Net cash used in financing activities increased by $67.5 million, or 502.8%, to $54.1of $42.8 million for fiscal year 2018, compared with net cash provided by financing activities of $13.4 million for fiscal year 2017. This increase2021 was primarily due to (1) an increase in cash paid for repurchase of ordinary shares of $42.4 million$18.8 million; (2) a decrease in cash received from short-termrepayment of loans to banks of $22.5 million,$12.2 million; and (3) an increase in cash paid for withholding tax related to net share settlement of restricted share units of $4.1million, and (4) a decrease in cash received from the issuance of ordinary shares under our employee share option plans of $4.5$11.6 million. These were offset by a decrease in repayment of long-term loans of $6.9 million.
Net cash provided byused in financing activities decreased by $9.4 million, or 41.2%, to $13.4of $35.3 million for fiscal year 2017, compared with net cash provided by financing activities of $22.9 million for fiscal year 2016. This decrease2020 was primarily due to a decrease(1) repurchase of $50.0 million in proceeds from long-term bank loans, and an increaseordinary shares of $12.1 million in the$20.7 million; (2) repayment of long-term bank loans. These were offset by aloans to banks of $9.1 million; (3) cash paid for withholding tax related to net increaseshare settlement of short-term loan from bankrestricted share units of $50.8$4.9 million; and (4) repayment of finance lease liabilities of $0.4 million.
The following table sets forth certain of our contractual obligations as of June
29, 2018: | | | | | | | | | | | | | | | | | | | | |
| | | Payments Due by Period | |
| (amount in thousands) | | Total | | | Less than 1
year | | | 1-3 years | | | 3-5 years | | | More than 5
years | |
Long-term debt obligations | | $ | 64,188 | | | $ | 3,250 | | | $ | 6,500 | | | $ | 54,438 | | | $ | — | |
Interest expense obligation(1) | | | 11,490 | | | | 2,490 | | | | 4,853 | | | | 4,147 | | | | — | |
Capital lease obligations | | | 967 | | | | 451 | | | | 516 | | | | — | | | | — | |
Operating lease obligations | | | 3,631 | | | | 1,263 | | | | 1,485 | | | | 883 | | | | — | |
Severance liabilities(2) | | | 10,162 | | | | 400 | | | | 1,826 | | | | 1,602 | | | | 6,334 | |
Deferred liability in connection with business acquisition | | | 3,331 | | | | 3,331 | | | | — | | | | — | | | | — | |
Provision for uncertain income tax position | | | 2,327 | | | | 653 | | | | 1,648 | | | | 5 | | | | 21 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 96,096 | | | $ | 11,838 | | | $ | 16,828 | | | $ | 61,075 | | | $ | 6,355 | |
| | | | | | | | | | | | | | | | | | | | |
(1) | Interest25, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Payments Due by Period | | (amount in thousands) | Total | | Less than
1 year | | 1-3years | | 3-5years | | More than
5 years | | Long-term borrowing obligations | $ | 39,609 | | | $ | 12,188 | | | $ | 27,421 | | | $ | — | | | $ | — | | Interest expense obligation(1) | 911 | | | 487 | | | 423 | | | 1 | | | — | | | Operating lease obligations | 6,734 | | | 2,775 | | | 3,959 | | | — | | | — | | Severance liabilities(2) | 19,782 | | | 1,176 | | | 2,647 | | | 3,515 | | | 12,444 | | | Provision for uncertain income tax position | 922 | | | — | | | 309 | | | 498 | | | 115 | | | Total | $ | 67,958 | | | $ | 16,626 | | | $ | 34,759 | | | $ | 4,014 | | | $ | 12,559 | |
(1)Interest expense obligation reflects the interest rate on long-term debt obligation as of June 29, 2018. The interest rates ranged between 3.6% and 4.1%. For further discussion of long-term and short-term debt obligations, see Note 13 of our audited consolidated financial statements. |
(2) | Severance liabilities as of June 29, 2018 are determined based on management assumptions. See Note 14 of our audited consolidated financial statements.
|
As of June 29, 2018,25, 2021. The interest rates ranged between 1.5% and 1.6%. For further discussion of long-term borrowing obligations, see Note 15 of our long-term debt obligations consistedaudited consolidated financial statements.
(2)Severance liabilities as of approximately $64.2June 25, 2021 are determined based on management assumptions and calculated as expected future cash flows basis. See Note 16 of our audited consolidated financial statements.
On August 20, 2019, Fabrinet Thailand (the “Borrower”) and Bank of Ayudhya Public Company Limited (the “Bank”) entered into a Credit Facility Agreement (the “Credit Facility Agreement”). The Credit Facility Agreement provides for a facility of 110.0 million outstandingThai baht (approximately $3.6 million based on the applicable exchange rate as of September 27, 2019) and $160.9 million which may be used for, among other things, an overdraft facility, short-term loans against promissory notes, a letter of guarantee facility, a term loan facility and foreign exchange facilities. The Bank may approve any request for extension of credit under the Credit Facility Agreement and may increase or decrease any facility amount in its sole discretion.
Under the Credit Facility Agreement, on August 20, 2019, the Borrower and the Bank entered into a
Term Loan Agreement pursuant to which the Borrower drew down on September 3, 2019 a term loan
agreement.in the original principal amount of $60.9 million. The
proceeds from the term loan,
prescribes maximum ratios of total leverage and minimum levels of debt service coverage ratios (i.e., earnings before interest expenses and depreciation and amortization plustogether with cash on hand,
minus short-term debts divided by current portion of long-term debts plus interest expenses). These financial ratio covenants could restrict our abilitywere used to
incur additional indebtedness and limit our ability to use our cash. Our long-term debt obligation also includes customary events of default.As of June 29, 2018, we were in compliance with our long-term loan agreements. Nonetheless, in the event of a default on these loans or a breach of a financial ratio covenant, the lenders may immediately cancel the loan agreements, deem the full amount of the outstanding indebtedness immediately due and payable; charge us interest on a monthly basis on the full amount of the outstanding indebtedness and, if we cannot repay all of our outstanding obligations sellunder the assets pledged as collateral for the loans in order to fulfill our obligations to the lenders. We may also be held responsible for any damages and related expenses incurred by the lender as a result of any default.
We entered into the Facility Agreement with a consortium of banks on May 22, 2014, which provided for a $200.0 millionCompany’s previous syndicated senior credit line, comprised of a $150.0 million revolving loan facility and a $50.0 million delayed drawagreement.
The term loan facility with a maturity dateaccrues interest at 3-month LIBOR plus 1.35% and is repayable in quarterly installments of May 22,$3.0 million, commencing on September 30, 2019. The revolvingterm loan facility contained an accordion feature permitting us to request an increase in the facility up to $100.0 million subject to customary terms and conditions and provided that no default or event of default exists at the time of request.On February 26, 2015, we entered into the Second Amendment to the Facility Agreement.will mature on June 30, 2024. The amendment extended the availability period for draws onBorrower may prepay the term loan facility from May 21, 2015 to July 31, 2015. It also
allowed us, upon the satisfaction of certain conditions, to designate fromin whole or in part at any time to time onewithout premium or more of Fabrinet’s subsidiaries as borrowers under the Facility Agreement. On July 31, 2015, we entered into the Third Amendment to the Facility Agreement. The amendment extended the availability period for draws on the term loan facility from July 31, 2015 to July 31, 2016. On July 22, 2016, we entered into the Fourth Amendment to the Facility Agreement to change the timing of filing certain financial information with the bank.
On June 4, 2018, we entered into the Fifth Amendment to the Facility Agreement to (i) reduce the revolving commitments thereunder from $150.0 million to $25.0 million, (ii) extend the termination date of the revolving commitments from May 22, 2019 to June 4, 2023, (iii) refinance the then-existing term loan and revolving loans under the Facility Agreement into a $65.0 million term loan that matures on June 4, 2023 and (iv) reduce the applicable interest rate margins and commitment fees. The revolving loan facility contains an accordion feature permitting us to request an increase in the facility up to $200.0 million subject to customary terms and conditions and provided that no default or event of default exists at the time of request. The revolving loan facility terminates and all amounts outstanding are due and payable in full on June 4, 2023. The principal amount of any drawn term loans must be repaid according to the scheduled quarterly amortization payments, with final payment of all amounts outstanding, plus accrued interest, being due June 4, 2023.
As of June 29, 2018, $64.2 millionpenalty. Any portion of the term loan repaid or prepaid may not be borrowed again. During the year ended June 25, 2021, the Company recorded $0.7 million of interest expense in connection with this term loan.
Any borrowings under the Credit Facility Agreement, including those borrowings under the Term Loan Agreement, are guaranteed by Fabrinet and secured by land and buildings owned by the Borrower in the Pathumthani and Chonburi Provinces in Thailand.
The Term Loan Agreement contains affirmative and negative covenants applicable to the Borrower, including delivery of financial statements and other information, compliance with laws, maintenance of insurance, restrictions on granting security interests or liens on its assets, disposing of its assets, incurring indebtedness and making acquisitions. While the term loan is outstanding, the Borrower is required to maintain a loan to value of the mortgaged real property ratio of not greater than 65%. If the loan to value ratio is not maintained, the Borrower will be required to provide additional security or prepay a portion of the term loan in order to restore the required ratio. The Company is also required to maintain a debt service coverage ratio of at least 1.25 times and a debt to equity ratio less than or equal to 1.0 times. In the case of any payment of a dividend by the Company, its debt service coverage ratio must be at least 1.50 times. As of June 25, 2021, the Company was in compliance with all of its financial covenants under the Term Loan Agreement.
The events of default in the Term Loan Agreement include failure to pay amounts due under the Term Loan Agreement or the related finance documents when due, failure to comply with the covenants under the Term Loan Agreement or the related finance documents, cross default with other indebtedness of the Borrower, events of bankruptcy or insolvency in respect of the
Borrower, and the occurrence of any event or series of events that in the opinion of the Bank has or is reasonably likely to have a material adverse effect. As of June 25, 2021, there was $39.5 million outstanding under the
Facility Agreement and there were available revolving credit facilities of $25.0 million.In connection with our acquisition of Fabrinet UK in the first quarter of fiscal year 2017, we assumed lease agreements for certain machine and equipment, which are accounted for as capital leases. term loan.
As of June
29, 2018, we included approximately $1.4 million of capital lease assets and $1.0 million of capital lease liability in our consolidated balance sheets associated with these acquired lease agreements.As of June 29, 2018,25, 2021, we also had certain operating lease arrangements in which the lease payments are calculated using the straight-line method. Our rental expenses under these leases were $1.8$2.6 million, $1.9$2.1 million and $1.2$1.9 million for fiscal year 2018,2021, fiscal year 20172020 and fiscal year 2016,2019, respectively.
The following table sets forth our capital expenditures, which include amounts for which payments have been accrued, for the periods indicated.
| | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29, 2018 | | | June 30, 2017 | | | June 24, 2016 | |
Capital expenditures | | $ | 30,535 | | | $ | 56,194 | | | $ | 55,166 | |
Our capital expenditures for
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25, 2021 | | June 26, 2020 | | June 28, 2019 |
| Capital expenditures | $ | 48,563 | | | $ | 51,317 | | | $ | 20,834 | |
During fiscal year
2018, fiscal year 20172021 and fiscal year
2016 principally related2020, we purchased equipment to
investment insupport the expansion of our
newmanufacturing facilities in Thailand,
the PRC and
the United States.Israel. During fiscal year
2018,2019, we purchased additional equipment to continue to support the expansion of our manufacturing facilities in
Thailand and the United Kingdom. During fiscal year 2017, we purchased equipment and entered into an agreement to purchase an additional parcel of land in Chonburi, to support the expansion of our manufacturing operations in Thailand, which was fully paid for during fiscal year 2018. During fiscal year 2016, we purchased a parcel of land and began construction of our Chonburi campus. During fiscal year 2019, weThailand. We expect our capital expenditures
for fiscal year 2022 to increase compared to fiscal year
20182021 mainly related to investment in existing and new manufacturing facilities.
Off-Balance Sheet Commitments and Arrangements
As of June 29, 2018, we did not have anyoff-balance sheet arrangements as defined in Item 303(a)(4)(ii) of SEC RegulationS-K.
Recent Accounting Pronouncements
See Note 2 of the Notes to Consolidated Financial Statements for recent accounting pronouncements that could have an effect on us.
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We had cash, cash equivalents, and
marketable securitiesshort-term investments totaling
$332.4$547.9 million,
$285.3$488.1 million and
$284.5$437.3 million, as of June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 2016,28, 2019, respectively. We have interest rate risk exposure relating to the interest income generated by excess cash invested in highly liquid investments with maturities of three months or less from the original dates of purchase. The cash, cash equivalents, and
marketable securitiesshort-term investments are held for working capital purposes. We have not used derivative financial instruments in our investment portfolio. We have not been exposed nor do we anticipate being exposed to material risks due to changes in market interest rates. Declines in interest rates, however, will reduce future investment income. If overall interest rates had declined by 10 basis points during fiscal year
2018,2021, fiscal year
20172020 and fiscal year
2016,2019, our interest income would have decreased by approximately
$0.3$0.5 million,
$0.3$0.4 million and
$0.1$0.3 million, respectively, assuming consistent investment levels.
We also have interest rate risk exposure in movements in interest rates associated with our interest bearing liabilities. The interest bearing liabilities are denominated in U.S. dollars and the interest expense is based on the London Inter-Bank Offered Rate (“LIBOR”), plus an additional margin, depending on the lending institution. If the LIBOR had increased by 100 basis points during fiscal year
2018,2021, fiscal year
20172020 and fiscal year
2016,2019, our interest expense would have increased by approximately
$0.6$0.4 million,
$0.8$0.1 million and
$0.1$0.6 million, respectively, assuming consistent borrowing levels.
We therefore entered into interest rate swap agreements (the “Swap Agreements”) to manage this risk and increase the profile of our debt obligation. The terms of the Swap Agreements allow us to effectively convert the floating interest rate to a fixed interest rate. This locks the variable interest expenses associated with our floating rate borrowings and results in fixed interest expenses that are unsusceptible to market rate increase. We designated the Swap Agreements as a cash flow hedge, and they qualify for hedge accounting because the hedges are highly effective. While we intend to continue to meet the conditions for hedge accounting, if hedges do not qualify as highly effective, the changes in the fair value of the derivatives used as hedges would be reflected in our earnings. From September 27, 2019, any gains or losses related to these outstanding interest rate swaps will be recorded in accumulated other comprehensive income in the consolidated balance sheets, with subsequent reclassification to interest expense when settled.
We maintain an investment portfolio in a variety of financial instruments, including, but not limited to, U.S. government and agency bonds, corporate obligations, money market funds, asset-backed securities, and other investment-grade securities. The majority of these investments pay a fixed rate of interest. The securities in the investment portfolio are subject to market
price risk due to changes in interest rates, perceived issuer creditworthiness, marketability, and other factors. These investments are
primarily classified as
available-for-sale and, consequently, are recorded on our consolidated balance sheets at fair value with unrealized gains or losses reported as a separate component of shareholders’ equity.
Investments in both fixed-rate and floating-rate interest earning instruments carry a degree of interest rate risk. The fair market values of our fixed-rate securities decline if interest rates rise, while floating-rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may be less than we expect because of changes in interest rates or we may suffer losses in principal if forced to sell securities that have experienced a decline in market value because of changes in interest rates.
As a result of our foreign operations, we have significant expenses, assets and liabilities that are denominated in foreign currencies. Substantially all of our employees and most of our facilities are located in Thailand, the PRC and the United Kingdom. Therefore, a substantial portion of our payroll as well as certain other operating expenses are paid in Thai baht, RMB
orand GBP. The significant majority of our revenues are denominated in U.S. dollars because our customer contracts generally provide that our customers will pay us in U.S. dollars.
As a consequence, our gross profit margins, operating results, profitability and cash flows are adversely impacted when the dollar depreciates relative to the Thai baht, the GBP or the RMB. We have a particularly
significant currency rate exposure to changes in the exchange rate between the Thai baht, the GBP, the RMB and the U.S. dollar. We must translate foreign currency-denominated results of operations, assets and liabilities for our foreign subsidiaries to U.S. dollars in our audited consolidated financial statements. Consequently, increases and decreases in the value of the U.S. dollar compared with such foreign currencies will affect our reported results of operations and the value of our assets and liabilities on our audited consolidated balance sheets, even if our results of operations or the value of those assets and liabilities has not changed in its original currency. These transactions could significantly affect the comparability of our results between financial periods or result in significant changes to the carrying value of our assets, liabilities and shareholders’ equity.
We attempt to hedge against these exchange rate risks by entering into derivative instruments that are typically one to
eighteentwelve months in duration, leaving us exposed to longer term changes in exchange rates. We
recognized unrealized lossdesignated the foreign currency forward contracts used to hedge fluctuations in the U.S. dollar value of
$1.7 million, unrealized gainforecasted transactions denominated in Thai baht as cash flow hedges, as they qualified for hedge accounting because the hedges are highly effective. While we intend to continue to meet the conditions for hedge accounting, if hedges do not qualify as highly effective, the changes in the fair value of
$0.02 million and unrealized loss of $1.8 millionthe derivatives used as hedges would be reflected in our earnings. From December 28, 2019, any gains or losses related to these outstanding foreign currency forward contracts will be recorded in accumulated other comprehensive income in the consolidated
statementsbalance sheets, with subsequent reclassification to the same statement of operations and comprehensive income
during fiscalline item as the earnings effect of hedge items when settled. We recorded unrealized loss of $1.5 million and $1.2 million for the year
2018, fiscal year 2017ended June 25, 2021 and
fiscal year 2016, respectively.June 26, 2020, respectively, related to derivatives that are not designated as hedging instruments. As foreign currency exchange rates fluctuate relative to the U.S. dollar, we expect to incur foreign currency translation adjustments and may incur foreign currency exchange losses. For example, a 10% weakening in the U.S. dollar against the Thai baht,
the RMB and
the GBP would have resulted in a decrease in our net dollar position of approximately
$0.9$1.4 million and
$4.8 million and $2.3$2.7 million as of June
29, 2018, June 30, 201725, 2021 and June
24, 2016,26, 2020, respectively. We cannot give any assurance as to the effect that future changes in foreign currency rates will have on our consolidated financial position, operating results or cash flows.
Credit risk refers to our exposures to financial institutions, suppliers and customers that have in the past and may in the future experience financial difficulty, particularly in light of recent conditions in the credit markets and the global economy. As of June 29, 2018 and June 30, 2017,25, 2021, our cash and cash equivalents were held in deposits and highly liquid investment products with maturities of three months or less with banks and other financial institutions having credit ratings of A minus or above. AsOur short-term investments as of June 29, 2018 and June 30, 2017, our marketable securities were25, 2021 are held in various financial institutions with a maturity limit not to exceed three years, and all securities wereare rated A1,P-1, F1 or better. We continue to monitor our surplus cash and consider investment in corporate and U.S. government debt as well as certainavailable-for-sale and held-to-maturity securities in accordance with our investment policy. We generally monitor the financial performance of our suppliers and customers, as well as other factors that may affect their access to capital and liquidity. Presently, we believe that we will not incur material losses due to our exposures to such credit risk.
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements of Fabrinet
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Supplementary Financial Data | | | | |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Fabrinet
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Fabrinet and its subsidiaries
(the “Company”) as of June
29, 201825, 2021 and June
30, 2017,26, 2020, and the related consolidated statements of operations and comprehensive income, consolidated statements of shareholders’ equity and consolidated statements of cash flows, for each of the three years in the period ended June
29, 2018,25, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the
Company’sCompany's internal control over financial reporting as of June
29, 2018,25, 2021, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June
29, 201825, 2021 and June
30, 2017,26, 2020, and the results of
theirits operations and
theirits cash flows for each of the three years in the period ended June
29, 201825, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June
29, 2018,25, 2021, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the COSO.
The
Company’sCompany's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’sManagement's Annual Report on Internal Control over Financial
Reporting.Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the
Company’sCompany's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue recognition – Identifying and evaluating terms and conditions in contracts for the timing of revenue recognition.
As described in Note 3 to the consolidated financial statements, management applies the following steps in their determination of revenue to be recognized: 1) identification of the contract with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when, or as, the Company satisfies a performance obligation. Since the control of the product is typically transferred to the customer depending on the terms of the contract, management applies judgment in identifying and evaluating any terms and conditions when the Company has an enforceable right to payment. For the fiscal year ended June 25, 2021, the Company’s revenue was $1,879.4 million.
The principal considerations for our determination that performing procedures relating to revenue recognition, specifically the identification and evaluation of terms and conditions in contracts for the timing of revenue recognition, is a critical audit matter are that there was a significant amount of judgment exercised by management in identifying and evaluating terms and conditions in contracts that impact the timing of revenue recognition. This in turn led to a high degree of auditor judgment and an increased extent of audit effort in performing our audit procedures to evaluate whether terms and conditions in contracts and point of controls transferred were appropriately identified and evaluated by management.
Addressing the matter involved performing procedures and evaluating audit evidence connected with forming our overall opinion on the consolidated financial statements. These procedures involved testing the effectiveness of internal controls relating to the revenue recognition process, including controls related to the identification and evaluation of terms and conditions in contracts and the determination of the appropriate amount and timing of revenue recognition based on the contractual terms. These procedures also included, among others: (i) assessed the terms in the customer contract and evaluated the appropriateness of management’s application of their accounting policies and determination of revenue recognition; (ii) tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements; (iii) selected a sample of sales transaction from the period within a defined period before and after the Company’s fiscal year ended and obtained the invoice, customer contract, bill of lading and proof of delivery, to evaluate whether revenue was recognized in the appropriate fiscal year; and (iv) selected a sample of credit memos from the period immediately subsequent to the Company’s fiscal year end and obtained the related invoice and purchase order to evaluate whether they relate to revenue recognition in the fiscal year ended.
/s/ PricewaterhouseCoopers ABAS Ltd.
We have served as the Company’s auditor since 1999.
CONSOLIDATED BALANCE SHEETS
| | | | | | | | |
| (in thousands of U.S. dollars, except share data) | | June 29,
2018 | | | June 30,
2017 | |
| Assets | |
Current assets | | | | | | | | |
Cash and cash equivalents | | $ | 158,102 | | | $ | 133,825 | |
Restricted cash in connection with business acquisition | | | 3,331 | | | | — | |
Marketable securities | | | 174,269 | | | | 151,450 | |
Trade accounts receivable, net | | | 246,912 | | | | 264,349 | |
Inventory, net | | | 257,687 | | | | 238,665 | |
Prepaid expenses | | | 8,061 | | | | 6,306 | |
Other current assets | | | 5,948 | | | | 4,159 | |
| | | | | | | | |
Total current assets | | | 854,310 | | | | 798,754 | |
| | | | | | | | |
Non-current assets | | | | | | | | |
Restricted cash in connection with business acquisition | | | — | | | | 3,312 | |
Property, plant and equipment, net | | | 219,640 | | | | 216,881 | |
Intangibles, net | | | 4,880 | | | | 5,840 | |
Goodwill | | | 3,828 | | | | 3,806 | |
Deferred tax assets | | | 5,280 | | | | 2,905 | |
Othernon-current assets | | | 80 | | | | 1,577 | |
| | | | | | | | |
Totalnon-current assets | | | 233,708 | | | | 234,321 | |
| | | | | | | | |
Total Assets | | $ | 1,088,018 | | | $ | 1,033,075 | |
| | | | | | | | |
| | |
Liabilities and Shareholders’ Equity | | | | | | | | |
Current liabilities | | | | | | | | |
Bank borrowings, net of unamortized debt issuance costs | | $ | 3,250 | | | $ | 48,402 | |
Trade accounts payable | | | 220,159 | | | | 215,262 | |
Capital lease liability, current portion | | | 451 | | | | 344 | |
Income tax payable | | | 709 | | | | 1,976 | |
Deferred liability in connection with business acquisition | | | 3,331 | | | | — | |
Accrued payroll, bonus and related expenses | | | 13,476 | | | | 13,852 | |
Accrued expenses | | | 9,013 | | | | 9,227 | |
Other payables | | | 19,728 | | | | 22,209 | |
| | | | | | | | |
Total current liabilities | | | 270,117 | | | | 311,272 | |
| | | | | | | | |
Non-current liabilities | | | | |
Long-term loan from bank, net of unamortized debt issuance costs | | | 60,938 | | | | 22,701 | |
Deferred tax liability | | | 2,284 | | | | 1,981 | |
Capital lease liability,non-current portion | | | 516 | | | | 1,024 | |
Deferred liability in connection with business acquisition | | | — | | | | 3,312 | |
Severance liabilities | | | 10,162 | | | | 8,488 | |
Othernon-current liabilities | | | 3,062 | | | | 2,723 | |
| | | | | | | | |
Totalnon-current liabilities | | | 76,962 | | | | 40,229 | |
| | | | | | | | |
Total Liabilities | | | 347,079 | | | | 351,501 | |
| | | | | | | | |
Commitments and contingencies (Note 19) | | | | | | | | |
Shareholders’ equity | | | | | | | | |
Preferred shares (5,000,000 shares authorized, $0.01 par value; no shares issued and outstanding as of June 29, 2018 and June 30, 2017) | | | — | | | | — | |
Ordinary shares (500,000,000 shares authorized, $0.01 par value; 37,723,733 shares and 37,340,496 shares issued; and 36,434,630 shares and 37,340,496 shares outstanding as of June 29, 2018 and June 30, 2017, respectively) | | | 377 | | | | 373 | |
Additionalpaid-in capital | | | 151,797 | | | | 133,293 | |
Less: Treasury shares (1,289,103 shares and zero shares as of June 29, 2018 and June 30, 2017, respectively) | | | (42,401 | ) | | | — | |
Accumulated other comprehensive loss | | | (1,257 | ) | | | (348 | ) |
Retained earnings | | | 632,423 | | | | 548,256 | |
| | | | | | | | |
Total Shareholders’ Equity | | | 740,939 | | | | 681,574 | |
| | | | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 1,088,018 | | | $ | 1,033,075 | |
| | | | | | | | |
| | | | | | | | | | | |
| (in thousands of U.S. dollars, except share data and par value) | June 25,
2021 | | June 26,
2020 |
| Assets | | | |
| Current assets | | | |
| Cash and cash equivalents | $ | 302,969 | | | $ | 225,430 | |
| Short-term restricted cash | 0 | | | 7,402 | |
| Short-term investments | 244,963 | | | 262,693 | |
| Trade accounts receivable, net of allowance for doubtful accounts of $100 and $336, respectively | 336,547 | | | 272,665 | |
| Contract assets | 11,878 | | | 13,256 | |
| Inventories | 422,133 | | | 309,786 | |
| Other receivable | 0 | | | 24,310 | |
| Prepaid expenses | 11,398 | | | 5,399 | |
| Other current assets | 22,619 | | | 14,508 | |
| Total current assets | 1,352,507 | | | 1,135,449 | |
| Non-current assets | | | |
| Long-term restricted cash | 154 | | | 0 | |
| Property, plant and equipment, net | 241,129 | | | 228,274 | |
| Intangibles, net | 4,371 | | | 4,312 | |
| Operating right-of-use assets | 6,699 | | | 8,068 | |
| Deferred tax assets | 9,428 | | | 5,675 | |
| Other non-current assets | 1,834 | | | 202 | |
| Total non-current assets | 263,615 | | | 246,531 | |
| Total Assets | $ | 1,616,122 | | | $ | 1,381,980 | |
| Liabilities and Shareholders’ Equity | | | |
| Current liabilities | | | |
| Long-term borrowings, current portion, net | $ | 12,156 | | | $ | 12,156 | |
| Trade accounts payable | 346,555 | | | 251,603 | |
| Fixed assets payable | 19,206 | | | 15,127 | |
| Contract liabilities | 1,680 | | | 1,556 | |
| Operating lease liabilities, current portion | 2,593 | | | 1,979 | |
| Income tax payable | 3,612 | | | 2,242 | |
| Accrued payroll, bonus and related expenses | 20,464 | | | 19,265 | |
| Accrued expenses | 17,134 | | | 8,979 | |
| Other payables | 20,958 | | | 21,514 | |
| Total current liabilities | 444,358 | | | 334,421 | |
| Non-current liabilities | | | |
| Long-term borrowings,non-current portion, net | 27,358 | | | 39,514 | |
| Deferred tax liability | 5,107 | | | 4,729 | |
| Operating lease liabilities,non-current portion | 3,850 | | | 5,873 | |
| Severance liabilities | 19,485 | | | 17,379 | |
| Other non-current liabilities | 3,444 | | | 5,655 | |
| Total non-current liabilities | 59,244 | | | 73,150 | |
| Total Liabilities | 503,602 | | | 407,571 | |
| Commitments and contingencies (Note 21) | 0 | | 0 |
| Shareholders’ equity | | | |
| Preferred shares (5,000,000 shares authorized, $0.01 par value; 0 shares issued and outstanding as of June 25, 2021 and June 26, 2020) | 0 | | | 0 | |
| Ordinary shares (500,000,000 shares authorized, $0.01 par value; 38,749,045 shares and 38,471,967 shares issued as of June 25, 2021 and June 26, 2020, respectively; and 36,765,456 shares and 36,727,864 shares outstanding as of June 25, 2021 and June 26, 2020, respectively) | 388 | | | 385 | |
| Additional paid-in capital | 189,445 | | | 175,610 | |
| Less: Treasury shares (1,983,589 shares and 1,744,103 shares as of June 25, 2021 and June 26, 2020, respectively) | (87,343) | | | (68,501) | |
| Accumulated other comprehensive loss | (6,266) | | | (1,147) | |
| Retained earnings | 1,016,296 | | | 868,062 | |
| Total Shareholders’ Equity | 1,112,520 | | | 974,409 | |
| Total Liabilities and Shareholders’ Equity | $ | 1,616,122 | | | $ | 1,381,980 | |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
| | | | | | | | | | | | |
| | | Years Ended | |
| (in thousands of U.S. dollars, except per share data) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
Revenues | | $ | 1,371,925 | | | $ | 1,420,490 | | | $ | 976,747 | |
Cost of revenues | | | (1,218,513 | ) | | | (1,249,030 | ) | | | (857,224 | ) |
| | | | | | | | | | | | |
Gross profit | | | 153,412 | | | | 171,460 | | | | 119,523 | |
Selling, general and administrative expenses | | | (57,812 | ) | | | (65,626 | ) | | | (49,753 | ) |
Other income related to flooding, net | | | — | | | | — | | | | 36 | |
Expenses related to reduction in workforce | | | (1,776 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Operating income | | | 93,824 | | | | 105,834 | | | | 69,806 | |
Interest income | | | 3,925 | | | | 1,977 | | | | 1,535 | |
Interest expense | | | (3,606 | ) | | | (3,321 | ) | | | (1,569 | ) |
Foreign exchange loss, net | | | (6,587 | ) | | | (1,142 | ) | | | (1,916 | ) |
Other income, net | | | 473 | | | | 509 | | | | 376 | |
| | | | | | | | | | | | |
Income before income taxes | | | 88,029 | | | | 103,857 | | | | 68,232 | |
Income tax expense | | | (3,862 | ) | | | (6,742 | ) | | | (6,335 | ) |
| | | | | | | | | | | | |
Net income | | | 84,167 | | | | 97,115 | | | | 61,897 | |
| | | | | | | | | | | | |
Other comprehensive (loss) income, net of tax: | | | | | | | | | | | | |
Change in net unrealized (loss) gain on marketable securities | | | (1,019 | ) | | | (471 | ) | | | 443 | |
Change in net unrealized (loss) gain on derivative instruments | | | (1 | ) | | | (158 | ) | | | 192 | |
Change in foreign currency translation adjustment | | | 111 | | | | (310 | ) | | | — | |
| | | | | | | | | | | | |
Total other comprehensive (loss) income, net of tax | | | (909 | ) | | | (939 | ) | | | 635 | |
| | | | | | | | | | | | |
Net comprehensive income | | $ | 83,258 | | | $ | 96,176 | | | $ | 62,532 | |
| | | | | | | | | | | | |
| | | |
Earnings per share | | | | | | | | | | | | |
Basic | | $ | 2.26 | | | $ | 2.63 | | | $ | 1.73 | |
Diluted | | $ | 2.21 | | | $ | 2.57 | | | $ | 1.68 | |
| | | |
Weighted average number of ordinary shares outstanding
(thousands of shares) | | | | | | | | | | | | |
Basic | | | 37,257 | | | | 36,927 | | | | 35,857 | |
Diluted | | | 38,035 | | | | 37,852 | | | | 36,872 | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (in thousands of U.S. dollars, except per share data) | June 25, 2021 | | June 26, 2020 | | June 28, 2019 |
| Revenues | $ | 1,879,350 | | | $ | 1,641,836 | | | $ | 1,584,335 | |
| Cost of revenues | (1,657,987) | | | (1,455,731) | | | (1,405,111) | |
| Gross profit | 221,363 | | | 186,105 | | | 179,224 | |
| Selling, general and administrative expenses | (70,567) | | | (68,374) | | | (55,067) | |
| Expenses related to reduction in workforce | (43) | | | (329) | | | (1,516) | |
| Operating income | 150,753 | | | 117,402 | | | 122,641 | |
| Interest income | 3,783 | | | 7,592 | | | 6,699 | |
| Interest expense | (1,100) | | | (3,044) | | | (5,381) | |
| Foreign exchange gain (loss), net | 508 | | | (3,797) | | | 1,406 | |
| Other income (expense), net | (3,460) | | | 1,089 | | | 868 | |
| Income before income taxes | 150,484 | | | 119,242 | | | 126,233 | |
| Income tax expense | (2,143) | | | (5,763) | | | (5,278) | |
| Net income | 148,341 | | | 113,479 | | | 120,955 | |
| Other comprehensive income (loss), net of tax: | | | | | |
| Change in net unrealized gain (loss) on available-for-sale securities | (1,182) | | | 538 | | | 2,043 | |
| Change in net unrealized gain (loss) on derivative instruments | (5,106) | | | 570 | | | (1) | |
| Change in retirement benefit plan – prior service cost | 584 | | | 528 | | | (2,537) | |
| Change in foreign currency translation adjustment | 585 | | | (397) | | | (634) | |
| Total other comprehensive income (loss), net of tax | (5,119) | | | 1,239 | | | (1,129) | |
| Net comprehensive income (loss) | $ | 143,222 | | | $ | 114,718 | | | $ | 119,826 | |
| Earnings per share | | | | | |
| Basic | 4.02 | | | 3.07 | | | 3.29 | |
| Diluted | 3.95 | | | 3.01 | | | 3.23 | |
Weighted average number of ordinary shares outstanding (thousands of shares) | | | | | |
| Basic | 36,872 | | | 36,908 | | | 36,798 | |
| Diluted | 37,555 | | | 37,665 | | | 37,415 | |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands of U.S. dollars, except
share data) | | Ordinary Share | | | Additional
Paid-in
Capital | | | Treasury
Shares | | | Accumulated
Other
Comprehensive
Income (Loss) | | | Retained
Earnings | | | | |
| | | Shares | | | Amount | | | Total | |
Balances at June 26, 2015 | | | 35,437,654 | | | | 354 | | | | 89,390 | | | | — | | | | (44 | ) | | | 389,244 | | | | 478,944 | |
Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 61,897 | | | | 61,897 | |
Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | 635 | | | | — | | | | 635 | |
Share-based compensation expense | | | — | | | | — | | | | 9,927 | | | | — | | | | — | | | | — | | | | 9,927 | |
Issuance of ordinary shares | | | 718,792 | | | | 8 | | | | 5,471 | | | | — | | | | — | | | | — | | | | 5,479 | |
Tax withholdings related to net share settlement of restricted share units | | | — | | | | — | | | | (2,463 | ) | | | — | | | | — | | | | — | | | | (2,463 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balances at June 24, 2016 | | | 36,156,446 | | | | 362 | | | | 102,325 | | | | — | | | | 591 | | | | 451,141 | | | | 554,419 | |
Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 97,115 | | | | 97,115 | |
Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | (939 | ) | | | — | | | | (939 | ) |
Share-based compensation expense | | | — | | | | — | | | | 26,507 | | | | — | | | | — | | | | — | | | | 26,507 | |
Issuance of ordinary shares | | | 1,184,050 | | | | 11 | | | | 5,886 | | | | — | | | | — | | | | — | | | | 5,897 | |
Tax withholdings related to net share settlement of restricted share units | | | — | | | | — | | | | (1,425 | ) | | | — | | | | — | | | | — | | | | (1,425 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balances at June 30, 2017 | | | 37,340,496 | | | | 373 | | | | 133,293 | | | | — | | | | (348 | ) | | | 548,256 | | | | 681,574 | |
Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 84,167 | | | | 84,167 | |
Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | (909 | ) | | | — | | | | (909 | ) |
Share-based compensation expense | | | — | | | | — | | | | 22,581 | | | | — | | | | — | | | | — | | | | 22,581 | |
Issuance of ordinary shares | | | 383,237 | | | | 4 | | | | 1,432 | | | | — | | | | — | | | | — | | | | 1,436 | |
Repurchase of 1,289,103 shares held as treasury shares | | | — | | | | — | | | | — | | | | (42,401 | ) | | | — | | | | — | | | | (42,401 | ) |
Tax withholdings related to net share settlement of restricted share units | | | — | | | | — | | | | (5,509 | ) | | | — | | | | — | | | | — | | | | (5,509 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balances at June 29, 2018 | | | 37,723,733 | | | | 377 | | | | 151,797 | | | | (42,401 | ) | | | (1,257 | ) | | | 632,423 | | | | 740,939 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands of U.S. dollars, except
share data) | Ordinary Share | | Additional
Paid-in
Capital | | Treasury
Shares | | Accumulated
Other
Comprehensive
Income (Loss) | | Retained
Earnings | | Total |
| Shares | | Amount | |
| Balances at June 29, 2018 | 37,723,733 | | | 377 | | | 151,797 | | | (42,401) | | | (1,257) | | | 632,423 | | | 740,939 | |
| Net income | — | | | — | | | — | | | — | | | — | | | 120,955 | | | 120,955 | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | (1,129) | | | — | | | (1,129) | |
Cumulative effect adjustment from adoption of ASC 606 | | | | | | | | | | | 1,205 | | | 1,205 | |
| Share-based compensation | — | | | — | | | 17,157 | | | — | | | — | | | — | | | 17,157 | |
| Issuance of ordinary shares | 507,020 | | | 5 | | | (6) | | | — | | | — | | | — | | | (1) | |
| Repurchase of 100,000 shares held as treasury shares | — | | | — | | | — | | | (5,378) | | | — | | | — | | | (5,378) | |
| Tax withholdings related to net share settlement of restricted share units | — | | | — | | | (10,649) | | | — | | | — | | | — | | | (10,649) | |
| Balances at June 28, 2019 | 38,230,753 | | | 382 | | | 158,299 | | | (47,779) | | | (2,386) | | | 754,583 | | | 863,099 | |
| Net income | — | | | — | | | — | | | — | | | — | | | 113,479 | | | 113,479 | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | 1,239 | | | — | | | 1,239 | |
| Share-based compensation | — | | | — | | | 22,203 | | | — | | | — | | | — | | | 22,203 | |
| Issuance of ordinary shares | 241,214 | | | 3 | | | (3) | | | — | | | — | | | — | | | 0 | |
| Repurchase of 355,000 shares held as treasury shares | — | | | — | | | — | | | (20,722) | | | — | | | — | | | (20,722) | |
| Tax withholdings related to net share settlement of restricted share units | — | | | — | | | (4,889) | | | — | | | — | | | — | | | (4,889) | |
| Balances at June 26, 2020 | 38,471,967 | | | 385 | | | 175,610 | | | (68,501) | | | (1,147) | | | 868,062 | | | 974,409 | |
| Net income | — | | | — | | | — | | | — | | | — | | | 148,341 | | | 148,341 | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | (5,119) | | | — | | | (5,119) | |
Cumulative effect adjustment from adoption of ASC 326 | — | | | — | | | — | | | — | | | — | | | (107) | | | (107) | |
| Share-based compensation | — | | | — | | | 25,462 | | | — | | | — | | | — | | | 25,462 | |
| Issuance of ordinary shares | 277,078 | | | 3 | | | (3) | | | — | | | — | | | — | | | — | |
| Repurchase of 239,486 shares held as treasury shares | — | | | — | | | — | | | (18,842) | | | — | | | — | | | (18,842) | |
| Tax withholdings related to net share settlement of restricted share units | — | | | — | | | (11,624) | | | — | | | — | | | — | | | (11,624) | |
| Balances at June 25, 2021 | 38,749,045 | | | 388 | | | 189,445 | | | (87,343) | | | (6,266) | | | 1,016,296 | | | 1,112,520 | |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | |
| | | Years Ended | |
| (in thousands of U. S. dollars) | | June 29, 2018 | | | June 30,
2017 | | | June 24,
2016 | |
| | | |
Cash flows from operating activities | | | | | | | | | | | | |
Net income for the year | | $ | 84,167 | | | $ | 97,115 | | | $ | 61,897 | |
Adjustments to reconcile net income to net cash provided by operating activities | | | | | | | | | | | | |
Depreciation and amortization | | | 29,087 | | | | 23,793 | | | | 17,357 | |
Loss (gain) on disposal of property, plant and equipment | | | 18 | | | | (30 | ) | | | (73 | ) |
Loss on disposal of intangibles | | | 447 | | | | — | | | | — | |
Loss from sales and maturities of marketable securities | | | 364 | | | | 822 | | | | 194 | |
Amortization of investment (discount) premium | | | (506 | ) | | | (193 | ) | | | 798 | |
Amortization of deferred debt issuance costs | | | 994 | | | | 1,396 | | | | 758 | |
Income related to flooding | | | — | | | | — | | | | (828 | ) |
Proceeds from insurers in settlement of claim related to flood damage | | | — | | | | — | | | | 272 | |
Reversal of allowance for doubtful accounts | | | (23 | ) | | | (1 | ) | | | (17 | ) |
Unrealized loss on exchange rate and fair value of derivative | | | 4,222 | | | | 1,884 | | | | 1,905 | |
Share-based compensation | | | 22,581 | | | | 26,507 | | | | 9,927 | |
Deferred income tax | | | (2,074 | ) | | | 754 | | | | 864 | |
Othernon-cash expenses | | | 2,133 | | | | 2,173 | | | | 1,744 | |
(Reversal of) Inventory obsolescence | | | (436 | ) | | | 42 | | | | (521 | ) |
Loss fromwritten-off inventory due to flood loss | | | — | | | | — | | | | 233 | |
Changes in operating assets and liabilities | | | | | | | | | | | | |
Trade accounts receivable | | | 17,852 | | | | (64,142 | ) | | | (61,013 | ) |
Inventory | | | (19,432 | ) | | | (53,802 | ) | | | (50,598 | ) |
Other current assets andnon-current assets | | | (4,464 | ) | | | (2,231 | ) | | | (5,901 | ) |
Trade accounts payable | | | 3,502 | | | | 38,293 | | | | 56,308 | |
Income tax payable | | | (1,267 | ) | | | (67 | ) | | | 573 | |
Other current liabilities andnon-current liabilities | | | 915 | | | | (1,379 | ) | | | 13,209 | |
| | | | | | | | | | | | |
Net cash provided by operating activities | | | 138,080 | | | | 70,934 | | | | 47,088 | |
| | | | | | | | | | | | |
| | | |
Cash flows from investing activities | | | | | | | | | | | | |
Purchase of marketable securities | | | (152,908 | ) | | | (122,778 | ) | | | (108,341 | ) |
Proceeds from sales of marketable securities | | | 61,795 | | | | 39,578 | | | | 41,836 | |
Proceeds from maturities of marketable securities | | | 67,417 | | | | 72,361 | | | | 67,113 | |
Payments in connection with business acquisition, net of cash acquired | | | — | | | | (9,917 | ) | | | — | |
Purchase of property, plant and equipment | | | (33,825 | ) | | | (68,262 | ) | | | (40,616 | ) |
Gain on cash settlement of hedged forward contracts | | | — | | | | — | | | | 34 | |
Proceeds from disposal of property, plant and equipment | | | 449 | | | | 230 | | | | 194 | |
Purchase of intangibles | | | (1,577 | ) | | | (1,768 | ) | | | (379 | ) |
Proceeds from insurers in settlement of claims related to flood damage | | | — | | | | — | | | | 556 | |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (58,649 | ) | | | (90,556 | ) | | | (39,603 | ) |
| | | | | | | | | | | | |
| | | |
Cash flows from financing activities | | | | | | | | | | | | |
Payment of debt issuance costs | | | — | | | | — | | | | (654 | ) |
Proceeds of short-term loan from bank | | | 5,000 | | | | 27,500 | | | | 18,000 | |
Repayment of short-term loan from bank | | | (1,003 | ) | | | (157 | ) | | | (41,500 | ) |
Proceeds of long-term loan from bank | | | — | | | | — | | | | 50,000 | |
Repayment of long-term loan from bank | | | (11,212 | ) | | | (18,100 | ) | | | (6,000 | ) |
Proceeds from issuance of ordinary shares under employee share option plan | | | 1,436 | | | | 5,890 | | | | 5,479 | |
Repayment of capital lease liability | | | (417 | ) | | | (276 | ) | | | — | |
Repurchase of ordinary shares | | | (42,401 | ) | | | — | | | | — | |
Withholding tax related to net share settlement of restricted share units | | | (5,509 | ) | | | (1,425 | ) | | | (2,463 | ) |
| | | | | | | | | | | | |
Net cash (used in) provided by financing activities | | | (54,106 | ) | | | 13,432 | | | | 22,862 | |
| | | | | | | | | | | | |
| | | |
Net increase (decrease) in cash, cash equivalents and restricted cash | | $ | 25,325 | | | $ | (6,190 | ) | | $ | 30,347 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (in thousands of U. S. dollars) | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
| Cash flows from operating activities | | | | | |
| Net income | $ | 148,341 | | | $ | 113,479 | | | $ | 120,955 | |
| Adjustments to reconcile net income to net cash provided by operating activities | | | | | |
| Depreciation and amortization | 36,252 | | | 30,875 | | | 29,944 | |
| (Gain) loss on disposal and impairment of property, plant and equipment | 13 | | | 329 | | | (4) | |
| (Gain) loss on disposal of intangibles | 0 | | | 0 | | | 149 | |
| Loss on impairment of goodwill | 0 | | | 3,514 | | | 0 | |
| (Gain) loss from sales and maturities of available-for-sale securities | (187) | | | (96) | | | 135 | |
| Accretion of premiums on short-term investments | 2,093 | | | (508) | | | (592) | |
| Amortization of deferred debt issuance costs | 32 | | | 26 | | | 0 | |
| Allowance for doubtful accounts (reversal) | (343) | | | 240 | | | 36 | |
| Unrealized loss (gain) on exchange rate and fair value of foreign currency forward contracts | (859) | | | 1,963 | | | (6,980) | |
| Unrealized loss on fair value of interest rate swaps | 0 | | | 1,672 | | | 2,591 | |
| Amortization of fair value at hedge inception of interest rate swaps | (1,299) | | | (1,220) | | | 0 | |
| Share-based compensation | 25,462 | | | 22,203 | | | 17,157 | |
| Deferred income tax | (3,473) | | | 1,262 | | | 879 | |
| Other non-cash expenses | (450) | | | (619) | | | (450) | |
| Changes in operating assets and liabilities | | | | | |
| Trade accounts receivable | (63,810) | | | (12,260) | | | (13,494) | |
| Contract assets | 1,378 | | | (809) | | | (2,570) | |
| Inventories | (112,349) | | | (16,174) | | | (44,598) | |
| Other current assets and non-current assets | (15,190) | | | (775) | | | (2,777) | |
| Trade accounts payable | 96,312 | | | (5,990) | | | 38,807 | |
| Contract liabilities | 124 | | | (683) | | | 2,239 | |
| Income tax payable | 1,353 | | | 442 | | | 1,092 | |
| Severance liabilities | 3,180 | | | 2,802 | | | 3,343 | |
| Other current liabilities and non-current liabilities | 2,085 | | | 10,987 | | | 1,532 | |
| Net cash provided by operating activities | 118,665 | | | 150,660 | | | 147,394 | |
| Cash flows from investing activities | | | | | |
| Purchase of short-term investments | (244,329) | | | (196,373) | | | (233,080) | |
| Proceeds from sales of short-term investments | 79,439 | | | 48,808 | | | 99,142 | |
| Proceeds from maturities of short-term investments | 179,532 | | | 142,508 | | | 54,215 | |
| Funds repayment from (provided to) customer to support transfer of manufacturing operations (Note 10) | 24,310 | | | (24,310) | | | 0 | |
| Purchase of property, plant and equipment | (42,532) | | | (42,327) | | | (18,661) | |
| Purchase of intangibles | (1,952) | | | (1,180) | | | (282) | |
| Proceeds from disposal of property, plant and equipment | 90 | | | 1,626 | | | 599 | |
| Net cash used in investing activities | (5,442) | | | (71,248) | | | (98,067) | |
| | | | | |
| Cash flows from financing activities | | | | | |
| Payment of debt issuance costs | 0 | | | (153) | | | 0 | |
| Proceeds from long-term borrowings | 0 | | | 60,938 | | | 0 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
| | | | | | | | | | | | |
| | | Years Ended | |
| (in thousands of U. S. dollars) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
| | | |
Movement in cash, cash equivalents and restricted cash | | | | | | | | | | | | |
Cash, cash equivalents and restricted cash at beginning of period | | $ | 137,137 | | | $ | 142,804 | | | $ | 112,978 | |
Increase (decrease) in cash, cash equivalents and restricted cash | | | 25,325 | | | | (6,190 | ) | | | 30,347 | |
Effect of exchange rate on cash, cash equivalents and restricted cash | | | (1,029 | ) | | | 523 | | | | (521 | ) |
| | | | | | | | | | | | |
Cash, cash equivalents and restricted cash at end of period | | $ | 161,433 | | | $ | 137,137 | | | $ | 142,804 | |
| | | | | | | | | | | | |
| | | |
Supplemental disclosures | | | | | | | | | | | | |
Cash paid for | | | | | | | | | | | | |
Interest | | $ | 2,219 | | | $ | 1,924 | | | $ | 1,091 | |
Taxes | | $ | 1,352 | | | $ | 5,218 | | | $ | 5,473 | |
Cash received for interest | | $ | 3,945 | | | $ | 1,753 | | | $ | 1,049 | |
| | | |
Non-cash investing and financing activities | | | | | | | | | | | | |
Construction, software related and equipment related payables | | $ | 5,144 | | | $ | 8,434 | | | $ | 20,628 | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (in thousands of U. S. dollars) | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
| Repayment of long-term borrowings | (12,188) | | | (70,079) | | | (3,250) | |
| Repayment of finance lease liabilities | (100) | | | (400) | | | (468) | |
| Repurchase of ordinary shares | (18,842) | | | (20,722) | | | (5,378) | |
| Release of restricted cash held in connection with business acquisition | 0 | | | 0 | | | (3,478) | |
| Withholding tax related to net share settlement of restricted share units | (11,624) | | | (4,889) | | | (10,649) | |
| Net cash used in financing activities | (42,754) | | | (35,305) | | | (23,223) | |
| Net increase in cash, cash equivalents and restricted cash | $ | 70,469 | | | $ | 44,107 | | | $ | 26,104 | |
| Movement in cash, cash equivalents and restricted cash | | | | | |
| Cash, cash equivalents and restricted cash at beginning of period | $ | 232,832 | | | $ | 188,241 | | | $ | 161,433 | |
| Increase in cash, cash equivalents and restricted cash | 70,469 | | | 44,107 | | | 26,104 | |
| Effect of exchange rate on cash, cash equivalents and restricted cash | (178) | | | 484 | | | 704 | |
| Cash, cash equivalents and restricted cash at end of period | $ | 303,123 | | | $ | 232,832 | | | $ | 188,241 | |
| Supplemental disclosures | | | | | |
| Cash paid for | | | | | |
| Interest | $ | 2,438 | | | $ | 1,688 | | | $ | 2,605 | |
| Taxes | $ | 7,945 | | | $ | 8,466 | | | $ | 7,637 | |
| Cash received for interest | $ | 4,445 | | | $ | 9,676 | | | $ | 5,811 | |
| Non-cash investing and financing activities | | | | | |
| Construction, software and equipment related payables | $ | 19,206 | | | $ | 15,127 | | | $ | 7,317 | |
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that
sumsums to the total of
the same amounts shown in the consolidated statements of cash flows:
| | | | | | | | | | | | |
| | | As of | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
Cash and cash equivalents | | $ | 158,102 | | | $ | 133,825 | | | $ | 142,804 | |
Restricted cash in connection with business acquisition | | | 3,331 | | | | 3,312 | | | | — | |
| | | | | | | | | | | | |
Cash, cash equivalents and restricted cash | | $ | 161,433 | | | $ | 137,137 | | | $ | 142,804 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| As of |
| (amount in thousands) | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
| Cash and cash equivalents | $ | 302,969 | | | $ | 225,430 | | | $ | 180,839 | |
| Restricted cash | 154 | | | 7,402 | | | 7,402 | |
| Cash, cash equivalents and restricted cash | $ | 303,123 | | | $ | 232,832 | | | $ | 188,241 | |
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of U.S. dollars unless otherwise noted)
1. | Business and organization
|
1.Business and organization
Fabrinet (“Fabrinet” or the “Parent Company”) was incorporated on August 12, 1999, and commenced operations on January 1, 2000. The Parent Company is an exempted company incorporated in the Cayman Islands, British West Indies. The “Company” refers to Fabrinet and its subsidiaries as a group.
The Company provides advanced optical packaging and precision optical, electro-mechanical and electronic manufacturing services to original equipment manufacturers (“OEMs”) of complex products, such as optical communication components, modules and
sub-systems, industrial lasers,
automotive components, medical devices and sensors. The Company 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, complex printed circuit board assembly, advanced packaging, integration, final assembly and
test.testing. The Company focuses primarily on the production of
low-volume,high-mix products. The principal subsidiaries of Fabrinet include Fabrinet Co., Ltd. (“Fabrinet Thailand”), Casix, Inc. (“Casix”), Fabrinet West, Inc. (“Fabrinet West”) and Fabrinet UK Limited
which was formerly known as Exception EMS Ltd.2. | Summary of significant accounting policies
|
(“Fabrinet UK”).
2.Summary of significant accounting policies
Principles of consolidation
The Company utilizes a
52-53 week fiscal year ending on the Friday in June closest to June 30. Fiscal year
20182021 ended on June
29, 201825, 2021 and consisted of 52 weeks. Fiscal year
20172020 ended on June
30, 2017 and consisted of 53 weeks. Fiscal year 2016 ended on June 24, 201626, 2020 and consisted of 52 weeks.
Fiscal year 2019 ended on June 28, 2019 and consisted of 52 weeks.
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) and include Fabrinet and its subsidiaries. All inter-company accounts and transactions have been eliminated.
On September 14, 2016, the Company acquired Global CEM Solutions, Ltd. and all of its subsidiaries (collectively, “Fabrinet UK”), a privately-held group located in Wiltshire, United Kingdom. The consolidated financial statements of the Company include the financial position, results of operations and the cash flows of Fabrinet UK commencing as of the acquisition date. See Note 9, Business acquisition for further details on the accounting for this transaction.
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amount of total revenues and expenses during the year. The Company bases estimates on historical experience and various assumptions about the future that are believed to be reasonable based on available information. The Company’s reported financial position or results of operations may be materially different under different conditions or when using different estimates and assumptions, particularly with respect to significant accounting policies, which are discussed below. Significant assumptions are used in accounting for share-based compensation, allowance for doubtful accounts, income taxes, inventory obsolescence, goodwill and valuation of intangible assets related to business acquisition,acquisitions, among others. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be different from these estimates. In the event that estimates or assumptions prove to differbe different from actual results, adjustments will be made in subsequent periods to reflect more current information. Additionally, the extent to which the evolving COVID-19 pandemic impacts the Company’s consolidated financial statements will depend on a number of factors, including the magnitude and duration of the pandemic. These estimates may change, as new events occur and additional information is obtained, as well as other factors related to COVID-19 that could result in material impacts to our consolidated financial statements in future reporting periods.
For presentation purposes, certain prior period amounts have been reclassified to conform to the current period presentation.
As of June 26, 2020, the derivative assets and liabilities were measured at fair value and recognized by offsetting the fair value amounts under master netting arrangements. Also, the Company chose not to separate a derivative into current and non-current portions as follows:
(i)A derivative for which the fair value is a net liability is classified in total as current.
(ii)A derivative for which the fair value is a net asset and the current portion is an asset is classified in total as non-current. If the current portion is a liability, it is presented as a current liability.
As of June 25, 2021, the derivative assets and liabilities were measured at fair value, but the gross fair value amount is presented in the consolidated balance sheets. Additionally, a classification of current and non-current portion is determined by the maturity date of that derivative (e.g., a derivative that matures within one year is classified as current).
The reclassifications have been made to the consolidated balance sheet as of June 26, 2020 and the consolidated statement of cash flows for the year ended June 26, 2020 as following table:
| | | | | | | | | | | | | | | | | |
| | June 26, 2020 |
| (amount in thousands) | As previously
reported | | Reclassification | | After
reclassification |
| Consolidated Balance Sheet | | | | | |
| Current assets | | | | | |
| Other current assets | $ | 13,915 | | | $ | 593 | | | $ | 14,508 | |
| Current liabilities | | | | | |
| Accrued expenses | $ | 12,104 | | | $ | (3,125) | | | $ | 8,979 | |
| Non-current liabilities | | | | | |
| Other non-current liabilities | $ | 1,937 | | | $ | 3,718 | | | $ | 5,655 | |
| | | | | |
| Consolidated Statement of Cash Flows | | | | | |
| Changes in operating assets and liabilities | | | | | |
| Other current assets and non-current assets | $ | (182) | | | $ | (593) | | | $ | (775) | |
| Other current liabilities and non-current liabilities | $ | 10,394 | | | $ | 593 | | | $ | 10,987 | |
These reclassifications do not affect the Company’s net income or shareholders’ equity.
Changes in accounting policies
Except for the adoption of the Accounting Standards Codification (“ASC”) 326, “Financial Instruments—Credit Losses”, ASC 820, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” and ASC 848, “Reference Rate Reform,” described within the sub-heading “New Accounting Pronouncements – adopted by the Company,” the Company has consistently applied its accounting policies to all periods presented in these consolidated financial statements.
Foreign currency transactions and translation
The consolidated financial statements are presented in United States dollars (“$” or “USD”). The functional currency of Fabrinet and most of its subsidiaries is the USD.
With respect to subsidiaries that use USD as their functional currency, transactions denominated in a currency other than USD are translated into USD at the rates of exchange in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate prevailing at the consolidated balance sheet dates. Transaction gains and losses are included in foreign exchange gain (loss) in the accompanying consolidated statements of operations and comprehensive income.
Fabrinet translates the assets and liabilities of its subsidiaries that do not use USD as their functional currency into USD using exchange rates in effect at the end of each period. Revenue and expenses for such subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized in foreign currency translation adjustment included in accumulated other comprehensive income (loss) (“AOCI”) in the Company’s consolidated balance sheets.
Cash and cash equivalents
All highly liquid investments with original maturities of three months or less
atfrom the date of purchase are classified as cash equivalents. Cash and cash equivalents consist of cash deposited in checking accounts, time deposits with maturities of less than three months, money market accounts, and
marketable securitiesshort-term investments with maturities of three months or less at the date of purchase.
Marketable securities
Short-term investments
Management determines the appropriate classification of its investments at the time of purchase andre-evaluates the designations at each balance sheet date. The Company may sell certain of the Company’s marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and duration management. The maturities of the Company’s marketable securitiesshort-term investments generally range from three months to three years.
The
Company’s marketable securities consist of investment in U.S. Treasury and fixed income securities and have been classified and accounted for asavailable-for-sale.The Company’sshort-term investments in marketabledebt securities are carried at either amortized cost or fair value. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified asavailable-for-sale held-to-maturity. Investments in debt securities and reportedthat are not classified as held-to-maturity are carried at fair value. Unrealizedvalue and classified as available-for-sale with any unrealized gains and losses relatedincluded in AOCI in the consolidated
balance sheets. The Company determines realized gains or losses on sale of available-for-sale debt securities on a specific identification method and records such gains or losses as interest income in the consolidated statements of operations and comprehensive income.
Held-to-maturity debt securities are required to changes inuse the current expected credit losses (“CECL”) impairment model to assess the expected credit loss. According to the CECL model, the Company requires the immediate recognition of estimated expected credit losses over the life of the financial instrument through the allowance for credit losses account. The allowance for credit losses is a valuation account that is deducted from, or added to, the amortized cost basis of the financial asset to present the net amount expected to be collected on the financial asset. In determining expected credit losses, the Company considers relevant qualitative factors including, but not limited to, term and structure of the instrument, credit rating by rating agencies and historic credit losses adjusted for current conditions and reasonable and supportable forecasts.
Available-for-sale debt securities are required to be individually evaluated for impairment. A security is considered impaired if the fair value of securities are recognized in accumulated other comprehensive income, net of tax, in the Company’s consolidated balance sheets. Changes in the fair value ofavailable-for-sale securities impact the Company’s net income only when such securities are sold or other-than-temporarysecurity is less than its amortized cost basis.
An impairment is
recognized. Realized gains and losses onconsidered when (i) the
sale of securities are determined by specific identification of each security’s cost basis.The Company reviews its marketable securities on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. The Company considers factors such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issue and the Company’s intent to sell or whetherthe security, (ii) it is more likely than not that the Company will be required to sell the investmentsecurity before recovery of the investment’sentire amortized cost basis. Ifbasis, or (iii) the Company believes thatdoes not expect to recover the entire amortized cost basis of the security.
If an other-than-temporary decline existsimpairment is considered based on condition (i) or (ii), the entire difference between the amortized cost and the fair value of the debt security is recognized as interest income and other income (expense), net in onethe consolidated statements of these securities,operations and comprehensive income.
If an impairment is considered based on condition (iii), the
Company will write down these investmentsamount representing credit losses (defined as the difference between the present value of the cash flows expected to
fair value.be collected and the amortized cost basis of the debt security) is recognized in interest and other income (expense), net in the consolidated statements of operations and comprehensive income, and any remaining unrealized losses are included in AOCI in the consolidated balance sheets.
Trade accounts receivable
Accounts receivable are recorded and carried at anticipated realizable value.the original invoiced amount less an allowance for any potential uncollectible amounts. The Company assessesestimates expected credit losses for the collectabilityallowance for doubtful accounts based upon its assessment of its accounts receivable based on specific customer circumstances, current economic trends,various factors, including historical
experience, with collection and the age of past due receivablesthe accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and providessupportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. The estimated credit loss allowance is recorded as selling, general and administrative expenses in the consolidated statements of operations and comprehensive income.
Contract assets
A contract asset is recognized when the Company has recognized revenues prior to generating an
invoice for payment. Contract assets are classified separately within the consolidated balance sheets and transferred to accounts receivable when rights to payment become unconditional. The Company estimates expected credit losses for the allowance for
doubtful receivablescontract assets based
on a reviewupon its assessment of
all outstanding amounts atvarious factors, including historical experience, the
period end. Bad debts arewritten-off when identified.Unanticipated changesage of the contract assets balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. The estimated credit loss allowance is recorded as selling, general and administrative expenses in the liquidity or financial positionCompany's consolidated statements of operations and comprehensive income.
Contract liabilities
A contract liability is recognized when the
Company’s customers may require revision to the allowances for doubtful accounts.Company has advance payment arrangements with customers. The contract liabilities balance is normally recognized as revenue within six months.
Inventory is stated at the lower of cost or market value. Cost is estimated using the standard costing method, computed on a
first-in,first-out basis, with adjustments for variances to reflect actual costs not in excess of net realizable market value. Market value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. The Company assesses the valuation of inventory on a quarterly basis and writes down the value for estimated excess and obsolete inventory based upon estimates of future demand.
Operating leases
Payments made under operating
The Company determines if an arrangement contains a lease at inception. The Company applies the guidance in ASC 842 to determine whether a contract is, or contains, a lease. A contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Operating leases are included in operating lease right of use (“ROU”) assets and operating lease liabilities within the Company’s consolidated balance sheets. The Company rents certain real estate under agreements that are classified as operating leases.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. Variable lease payments are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
Capital The Company does not account for lease
Certain machine and equipment held under capital components (e.g., fixed payments including rent) separately from the non-lease components (e.g., common-area maintenance costs).
Finance leases
Finance leases are
classified as property, plant and equipment andaccounted for in a manner similar to financed purchases. The right-of-use asset is amortized
using the straight-line method over the terms ofto amortization expense. Interest expense is recorded in connection with the lease
contracts. The related obligations from the capital lease are recorded as liabilities in the consolidated balance sheets.liability.
Property, plant and equipment
Land is stated at historical cost. Other property, plant and equipment, except for construction in process and machinery under installation, are stated at historical cost less accumulated depreciation.
Repair and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method to
write-off the cost of each asset to its residual value over its estimated useful life as follows:
| | | | | | | | |
Land improvements | | | 10 years | |
Building and building improvements | | | 7 - 305-30 years | |
Leasehold improvements | | | Shorter of useful life or lease term | |
Manufacturing equipment | | | 3 - 73-7 years | |
Office equipment | | | 3 - 73-7 years | |
Motor vehicles | | | 3 - 53-5 years | |
Computer hardware | | | 3 - 53-5 years | |
Construction in process and machinery under installation is stated at historic cost and depreciation begins after it is constructed and fully installed and is ready for its intended use in the operations of the Company.
Gains and losses on disposal are determined by comparing proceeds with carrying amounts and are included in
operatingother income in the consolidated statements of operations and comprehensive income.
The Company reviews long-lived assets or asset groups for recoverability on a quarterly basis for any events or changes in circumstances that indicate that their carrying amount may not be recoverable. Recoverability of long-lived assets or asset groups is measured by comparing their carrying amount to the projected undiscounted cash flows that the long-lived assets or asset groups are expected to generate. If such assets are considered to be impaired, the impairment loss recognized, if any, is the amount by which the carrying amount of the property and equipmentlong-lived assets exceeds its fair value.
Intangibles are stated at historical cost less amortization. Amortization of customer relationships is calculated using the accelerated method as to reflect the pattern in which the economic benefits of the intangible assets are consumed. Amortization of other intangibles is calculated using the straight-line method.
Intangible assets are reviewed for impairment quarterly or more frequently whenever changes or circumstances indicate the carrying amount of related assets may not be recoverable.
Business acquisition
For the acquisition of Fabrinet UK, the Company allocated the fair value of purchase consideration to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The allocation of consideration to the individual net assets was finalized in the fourth quarter of fiscal year 2017.
The acquired intangible assets, which consist of customer relationships and backlog, are recorded as intangibles in the consolidated balance sheets. The fair value of the acquired intangible assets was determined based on the multi-period excess earnings method. The Company reviews intangibles for impairment whenever changes or circumstances indicate the carrying amount may not be recoverable.
In connection with the business acquisition, $3.4 million of cash, net of foreign currency translation adjustment, for deferred consideration, was placed into an escrow account which is under the Company’s control. However, the Company has contractually agreed to remit this deferred consideration to the sellers of Fabrinet UK, subject to the resolution of claims that the Company may make against the funds with respect to indemnification and other claims within 24 months from the closing date of the transaction. As of June 29, 2018, the cash is presented as restricted cash in the consolidated balance sheets within current assets and the related liability is presented within current liabilities for the deferred consideration. As of June 30, 2017, the cash is presented as restricted cash in the consolidated balance sheets withinnon-current assets and the related liability is presented withinnon-current liabilities for the deferred consideration.
Goodwill arising from the acquisition is primarily attributable to the ability to expand future products and services and the assembled workforce. Goodwill is reviewed annually for impairment or more frequently whenever changes or circumstances indicate that the carrying amount of a reporting unit may exceed its fair value. The impairment charge is based on that difference and is limited to the amount of goodwill allocated to that unit. The Company conducts impairment testing for goodwill at the reporting unit level. Reporting units may be operating segments as a whole, or an operation one level below an operating segment, referred to as a component. The Company has determined that its reporting unit is Fabrinet UK.
The Company may initiate goodwill impairment testing by considering qualitative factors to determine whether it is more likely than not
be recoverable.that a reportable segment’s carrying value is greater than its fair value. If the Company’s qualitative assessment indicates it is more likely than not that the fair value of a reporting unit exceeds its carrying value, no further analysis is required and goodwill is not impaired. Otherwise, the Company performs a quantitative goodwill impairment test to determine if goodwill is impaired. The quantitative test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reportable segment exceeds the carrying value of the net assets associated with the segment, goodwill is not considered impaired. If the carrying value of the net assets associated with the reportable segment exceeds the fair value of the segment, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the carrying value of the reportable segment’s goodwill. The reporting unit’s carrying value used in an impairment test represents the assignment of various assets and liabilities, excluding certain corporate assets and liabilities, such as cash, investments, and debt.
Goodwill is not deductible for tax purposes. Accordingly, if goodwill is impaired for financial reporting purposes, there is no impact on deferred taxes.
Treasury share purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury shares. Gains and losses in excess of par value on the subsequent reissuance of shares are credited or charged to additional
paid-in capital in the consolidated balance
sheetsheets using the average-cost method.
Borrowing costs are accounted for on an accrual basis and are charged to the consolidated statements of operations and comprehensive income in the year incurred, except for interest costs on general and specific borrowings attributable to finance certain qualifying assets. Such costs to finance qualifying assets are capitalized during the period of time that is required to complete and prepare the assets for their intended use, as part of the cost of the assets. All other borrowing costs are expensed as incurred.
Where funds are not borrowed for a specific acquisition, construction or production of assets, the capitalization rate used to determine the amount of interest to be capitalized is the weighted average interest
rate applicable to the Company’s outstanding borrowings during the year. Where funds are borrowed specifically for the acquisition, construction or production of assets, the amount of borrowing costs eligible for capitalization on the respective assets is determined as the actual borrowing costs are incurred on that borrowing during the respective periods.
Fair value of financial instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is established which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs for the valuation of an asset or liability as of the measurement date. The three levels of inputs that may be used to measure fair value are defined as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs for similar assets and liabilities in active markets other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 inputs that are significant to the fair value measurement and unobservable (i.e. supported by little or no market activity), which require the reporting entity to develop its own valuation techniques and assumptions.
The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
The carrying amounts of certain financial instruments, which include cash and cash equivalents, trade accounts receivable,
andcontract assets, trade accounts payable,
and contract liabilities, approximate their fair values due to their short maturities. The carrying amounts of borrowings approximate their fair values as the applicable interest rate is based on market interest rates. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.
The derivativesderivative assets and liabilities are measured at fair value and recognized on the consolidated balance sheets by offsetting the fair value amounts under master netting arrangements. For presentation in consolidated balance sheets, the Company may choose not to separate a derivative into its current and non-current portion as otherfollows:
•A derivative for which the fair value is a net liability is classified in total as current.
•A derivative for which the fair value is a net asset and the current assets or otherportion is an asset is classified in total as non-current. If the current liabilities andportion is liability, it should be presented as current liability.
For presentation in consolidated statements of cash flows are
measured at fair value.classified in the same line item as the underlying item.
The Company applies hedge accounting to arrangements that qualify and are designated for cash flow or fair value hedge accounting treatment. Hedge accounting is discontinued prospectively if the hedging relationship ceases to be effective or the hedging or hedged items cease to exist as a result of maturity, sale, termination or cancellation.
Derivatives designated and qualifying as hedges of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges which include
foreign currency forward
currency contracts.contracts and interest rate swap. In a cash flow hedging relationship,
the effective portion of the change in the fair value of the hedging derivative is initially recorded in AOCI in the consolidated balance sheets,
while any ineffective portion is recognized directly in earnings, as a component of foreign exchange gain (loss) in the consolidated statements of operations and comprehensive income. The portion of gain or loss on the derivative instrument
remainsis reclassified into earnings in
AOCI until the
same period or periods during which the hedged forecasted transaction
is recognizedaffects earnings. The reclassified amounts are presented in
earnings.The Company also enters into derivative contracts that are intended to economically hedge certainthe same income statement line item as the earnings effect of the Company’s risks. The changes in the fair value of the derivatives are recorded directly in earnings as a component of foreign exchange gain (loss) in the consolidated statements of operations and comprehensive income. hedged item.
In accordance with the fair value measurement guidance, the Company’s accounting policy is to
measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. The Company executes derivative instruments with financial institutions that are credit-worthy, which the Company defines as institutions that hold an investment grade credit rating.
Concentration of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents,
marketable securities,short-term investments, derivatives,
accounts receivable and
accounts receivable.contract assets.
Cash, cash equivalents and
marketable securitiesshort-term investments are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties. The Company limits its
short-term investments in marketable securities to securities with a maturity not in excess of three years and
all marketable securities that
the Company invests in are rated A1,
P-1, F1, or better.
The Company enters into derivative contracts with financial institutions with reputable credit and monitors the credit profiles of these counterparties.
The Company performs ongoing credit evaluations for credit worthiness of its customers and usually does not require collateral from its customers. Management has implemented a program to closely monitor near term cash collection and credit exposures to mitigate any material losses.
The Company derives total revenues primarily from the assembly of products under supply agreements with its customers and the fabrication of customized optics and glass. Revenues represent the invoiced value of products, net of trade discounts and allowances, and exclude goods and services tax. The Company recognizes revenuesrevenue relating to contracts with customers that depicts the transfer of promised goods or services to customers in an amount reflecting the consideration to which the Company expects to be entitled in exchange for such goods or services. In order to meet this requirement, the Company applies the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations under
the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations under the contract, and (5) recognize revenue when realizeda performance obligation is satisfied. Revenue is recognized net of any taxes collected from customers, which is subsequently remitted to governmental authorities.
A performance obligation is a contractual promise to transfer a distinct good or realizableservice to the customer. In contracts with multiple performance obligations, the Company identifies each performance obligation and earned. evaluates whether the performance obligation is distinct within the context of the contract at contract inception. The majority of the Company’s contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises under the contracts and, therefore, is not distinct.
Sales of finished goods
The Company
considers revenues realized or realizable and earned when theremanufactures products that are customized to customers’ specifications; however, control of the products is
persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Delivery does not occur until products have been shipped or services have been provided to the customer, risk of loss hastypically transferred to the customer
and customer acceptance has been obtained, customer acceptance provisions have lapsed, orat the
Company has objective evidence that the criteria specifiedpoint in
the customer acceptance provisions have been satisfied. In situations where a formal acceptance is required but the acceptance only relates to whether the product meets its published specifications, revenues are generally recognized upon shipment provided all other revenue recognition criteria are met. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved. The Company reduces revenues for rebates and other similar allowances. Revenues are recognized only if these estimates can be reasonably and reliably determined. The Company bases its estimates utilizing historical results taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. In addition to the aforementioned general policies, the following are the specific revenue recognition policies for each major category of revenues.Services
The Company provides services for its customers that range from process design to product manufacturing. The Company recognizes service revenues when the services have been performed. The related costs are expensed as incurred.
Services revenue of $57.1 million, $75.4 million and $31.7 million were recognized in the consolidated statements of operations and comprehensive income for the years ended June 29, 2018, June 30, 2017 and June 24, 2016, respectively.
Sales of goods
Revenues from sales of goods are generally recognized whentime the product is either shipped or delivered, depending on the terms of the arrangement, as the criteria for over time recognition are not met. On evaluation of the contracts, the Company identified that there were no contractual rights to bill profit for work in progress in the event of a contract termination, which is expected to be infrequent. Further, in limited circumstances, contracts provide for substantive acceptance by the customer, and when there are no unfulfilled obligations that affectwhich results in the customer’s finaldeferral of revenue until formal notice of acceptance ofis received from the arrangement. Any cost of warranties and remaining obligations that are inconsequential or perfunctory are accrued when the corresponding revenues are recognized.
customer. Judgment may be required in determining if an acceptance clause provides for substantive acceptance.
Certain customers may request the Company to store finished products purchased by them at the Company’s warehouse.warehouse where customers bear risks of loss themselves. In these instances, the Company receives a written request from the customer asking the Company to hold the inventory at the Company’s warehouse and refrain from using the ordered goods are segregated in the Company’s warehouse from other inventory and cannot be used to fulfill other customer orders. In these situations, revenue is only recognized when persuasive evidence of the sales arrangement exists, thecompleted goods are completed and ready for shipment pricing is fixed or determinable, collection is reasonably assured, and title and risk of loss have passedtransferred to the Company’s warehouse.
Customers generally are obligated to purchase finished goods that the Company has manufactured according to their demand requirements. Materials that are not consumed by customers within a specified period of time, or are no longer required due to a product’s cancellation or end-of-life, are typically designated as excess or obsolete inventory under the Company’s contracts. Once materials are designated as either excess or obsolete inventory, customers are typically required to purchase such inventory from the Company even if the customer has chosen to cancel production of the related products. The excess or obsolete inventory is shipped to the customer and revenue is recognized upon shipment.
A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. In determining the net consideration to which the Company expects to be entitled, the Company evaluates whether the price is subject to refund or adjustment. The Company generally does not grant return privileges, except for in the case of defective products during the warranty period. The Company generally provides a warranty of between one to five years on any given product. These standard warranties are assurance-type warranties, and the Company does not offer any services in addition to the assurance that the product will continue to work as specified.
The Company recognized revenue net of rebates and other similar allowances. Revenues are recognized only if these estimates can be reasonably and reliably determined. The Company estimates expected rebates and other similar allowances based on historical results taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. The Company considers such estimated rebates and other similar allowances as variable consideration when allocating the transaction price to the extent it is probable that there will not be a significant reversal of cumulative revenue recognized. The estimate is primarily based on the most likely level of consideration to be paid to the customer under the specific terms of each arrangement.
Services
The Company provides services for customers that are related to the Company’s manufacturing activities. In many cases, although the nature of work performed is that of a service, revenue is only recognized upon shipment of the product because the customer has specific requirements as to how many items can be shipped at any given point in time, i.e. at point-in-time. The related costs are expensed as incurred.
Service revenues of $108.5 million, $90.5 million and $106.1 million were recognized in the consolidated statements of operations and comprehensive income for the years ended June 25, 2021, June 26, 2020 and June 28, 2019, respectively.
Contract Costs
The incremental costs of obtaining a contract with a customer are recognized as an asset (not expensed as incurred) if such costs are expected to be recovered. Incremental costs of obtaining a contract are costs that the Company would not
have incurred if the contract had not been obtained (e.g., sales commissions or similar incentive payments linked directly to new or modified customer contracts). Costs that would have been incurred regardless of whether a customer contract was obtained (e.g., costs of pursuing the contract, legal advice, etc.) are expensed as incurred, unless such costs are explicitly chargeable to the customer.
During the years ended June 25, 2021 and June 26, 2020, the Company did not have any incremental costs of obtaining a contract.
Shipping and Handling
Shipping costs billed to customers are recorded as revenue. Shipping and handling expense related to costs incurred to deliver product are recognized within cost of goods sold. The Company accounts for shipping and handling activities that occur after control has transferred as a fulfillment cost, as opposed to a separate performance obligation, and the costs of shipping and handling are recognized concurrently with the related revenue.
Provisions for estimated expenses relating to product warranties are made at the time the products are sold using historical experience. Generally, this warranty is limited to workmanship and the Company’s liability is capped at the price of the product. The provisions will be adjusted when experience indicates an expected settlement will differ from initial estimates.
(Reversal of) warranty
Warranty cost allowances of
($0.02 million), $1.0$0.09 million, $0.02 million and
$0.1$0.07 million were recognized in the consolidated statements of operations and comprehensive income for the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 2016,28, 2019, respectively.
Shipping and handling costs
The Company records costs related to shipping and handling in cost of revenues for all periods presented.
Share-based compensation is recognized in the consolidated financial statements based on grant-date fair value. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period.
The Company estimates the fair value of share option awards utilizing the Black-Scholes-Merton option-pricing model (“BSM”), net of estimated forfeitures. For restricted share units and performance share units, the fair values are based on the market value of our ordinary shares on the date of grant.
Employee contribution plan
The Company operates a defined contribution plan, known as a provident fund, in its subsidiaries in Thailand and the United Kingdom. The assets of these plans are in separate trustee-administered funds. The provident fund is funded by matching payments from employees and by the subsidiaries on a monthly basis. Current contributions to the provident fund are accrued and paid to the fund manager on a monthly basis. The Company sponsors the Fabrinet U.S. 401(k) Retirement Plan,
(the “401(k) Plan”), a Defined Contribution Plan under ERISA, at its subsidiaries in the United States, which provides retirement benefits for its eligible employees through tax deferred salary deductions.
Under labor protection laws applicable in Thailand and the Company’s subsidiary in Thailand’s employment policy, all employees of such subsidiary with more than 120 days of service are entitled to
severance pay on forced termination or retrenchment or in the event that the employee reaches the retirement age of 55. The entitlement to severance pay is determined according to an employee’s individual employment tenure with the Company and is subject to a maximum benefit of 10 months400 days of salary unless otherwise agreed upon in an employee’s employment contract. For employees of other subsidiaries who have a specific termination date, the entitlement to severance pay is determined according to their employment tenure, until their designated termination date.
The Company accounts for these severance liabilities
based on an actuarial
basisvaluation using the Projected Unit Credit Method,
usingwhich apply the long-term Thai government bond yield as a discount rate. There are no separate plan assets held in respect
ofto these liabilities.
The Company’s subsidiary in the U.K. operates a defined benefit pension plan that defines the pension benefit an employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. The defined benefit obligation is calculated using the projected unit credit method. Annually the Company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating the estimated period of the future payments (discount rate). The plan assets are held separately from those of the Company in independently administered funds and are measured at fair value.
Severance liabilities are recognized in the Company’s consolidated balance sheet under non-current liabilities. The related expenses, if incurred during the period, are recognized in the Company’s consolidated statements of operations and comprehensive income as selling, general and administrative expenses. Prior service cost is initially recognized to other comprehensive income (loss) at the date of plan amendment. Such prior service cost is amortized as expenses as a component of net periodic pension cost using the weighted average remaining years of service to full eligibility date for active employees.
Employee entitlements to annual leave are recognized when
they accrue toearned by the employee. On termination of employment, accrued employee entitlement to annual leave is paid in cash.
The Company uses the asset and liability method of accounting for income taxes, whereby deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Fabrinet’s subsidiaries are subject to income tax audits by the respective tax authorities in all of the jurisdictions in which they operate. The determination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and
regulations.Theregulations. The Company recognizes liabilities based on its estimate of whether, and the extent to which, additional tax liabilities are
more-likely-than-not. If the Company ultimately determines that the payment of such a liability is not probable, then it reverses the liability and recognizes a tax benefit during the period in which the determination is made that the liability is no longer probable. The recognition and measurement of current taxes payable or refundable and deferred tax assets and liabilities requires that the Company makes certain estimates and judgments. Changes to these estimates or a change in judgment may have a material impact on the Company’s tax provision in a future period.
The authoritative guidance provides for recognition of deferred tax assets if the realization of such deferred tax assets is more likely than not to occur based on an evaluation of both positive and negative evidence and the relative weight of the evidence. A company shall reduce its deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is “more likely than not” (i.e., a likelihood of greater than 50 percent) that some portion or all of the deferred tax assets will not be realized. The valuation allowance shall be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The valuation allowance shall be monitored and considered from all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is not needed.
The accounting standard clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.
The Company recognizes a tax benefit in the financial statements for an uncertain tax position only if management’s assessment is that the position is “more likely than not” to be sustained upon examination by
the tax jurisdiction based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. The accounting interpretation also provides guidance on measurement methodology, derecognition thresholds, financial statement classification and disclosures, recognition of interest and penalties, and accounting for the cumulative-effect adjustment at the date of adoption.
New Accounting Pronouncements—
not yet adopted by the Company
In
November 2017,June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2017-14, “Income Statement—Reporting Comprehensive Income 2016-13, “Financial Instruments—Credit Losses (Topic
220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606)326):
Amendments to SEC Paragraphs Pursuant to the Staff Accounting Bulletin (“SAB”) No. 116 and SEC ReleaseNo. 33-10403”. This ASU amended, superseded and added certain SEC paragraphs in Topic 220, Topic 605 and Topic 606 to reflect the August 2017 issuanceMeasurement of
SEC Staff Accounting Bulletin (SAB) 116 and SEC ReleaseNo. 33-10403. The SEC staff issued SAB 116 to align its revenue guidance with Accounting Standards Codification (ASC) 606. For public business entities, this update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The Company will implement this standard along with the implementation of ASC 606 effective June 30, 2018 and does not expect that the adoption of this standard will have a material impactCredit Losses on
its consolidated financial statements.In September 2017, the FASB issued ASU2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendment delays the mandatory adoption of Topic 606 and Topic 842 for certain entities, revises the guidance related to performance-based incentive fees in Topic 605 and revises the guidance related to leases in Topic 840 and Topic 842. The revisions to the lease guidance eliminate language specific to certain sale-leaseback arrangements, guarantees of lease residual assets and loans made by lessees to owner-lessors. Also included is an amendment to Topic 842 to retain the guidance in Topic 840 covering the impact of changes in tax rates on investments in leveraged leases. This guidance, which is effective immediately, generally relates to the adoption of Topic 606 and Topic 842. The Company does not expect the amendments will impact its consolidated financial statements.
In January 2017, the FASB issued ASU2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.Financial Instruments.” This amendmentstandard requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. The standard replaces the existing incurred loss impairment model with an expected loss methodology, which will
result in more timely recognition of credit losses. The new standard also expands the required quantitative and qualitative disclosures surrounding expected credit losses.
On June 27, 2020, the Company adopted ASC 326 using the modified retrospective transition approach. The modified retrospective method requires the concept of impairment assessment fromCompany to recognize the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. Public companies that are SEC filers should adopt the amendment for its annual and any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impactcumulative effect of the adoption of ASC 326 on the opening accumulated retained earnings. Accordingly, the Company’s comparative financial statements as of June 26, 2020 have not been adjusted. The Company implemented internal controls to enable the preparation of financial information upon adoption.
Management estimates the expected credit losses of financial assets using relevant available information from internal and external sources relating to historical credit loss experience, current conditions and reasonable forecasts over a financial asset’s contractual term. Adjustments to historical loss information are made from qualitative and quantitative factors if economic conditions on the reporting date reflect stronger or weaker economic performance than the historical data implies based on management’s expectations of economic conditions on certain indicators of the Company, industry and economy. The Company reviews factors such as past collection experience, age of the accounts receivable and contract assets balance, significant trends in current balances, internal operations and macroeconomic conditions. In addition, the Company modified its impairment model to the AFS debt security impairment model for AFS debt securities and discontinued using the concept of “other than temporary” impairment on these AFS debt securities. The Current Expected Credit Losses (“CECL”) on the AFS debt securities are recognized in interest income and other income (expense), net on the Company’s consolidated statements of operations and comprehensive income, and any remaining unrealized losses are included in AOCI in the Company's consolidated balance sheet.
As of June 27, 2020, the Company recorded a cumulative adjustment from CECL in the amount of $0.1 million, net of tax impact, to accumulated retained earnings in the Company's consolidated balance sheet.
On June 27, 2020, the Company also adopted ASC 820, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” This standard seeks to improve the effectiveness of disclosures in the notes to the financial statements and includes (1) the development of a framework that promotes consistent decisions by the FASB about disclosure requirements and (2) the appropriate exercise of discretion by reporting entities. The amendment modifies the disclosure requirements on transferring between level 1 and level 2 and valuation processes of level 3 fair value measurements. The Company adopted this
updatestandard with no impact on
itsthe Company's consolidated financial statements.
On January 7, 2021, FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848).” This standard requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The Company immediately adopted this standard with no impact on the Company's consolidated financial statements.
New Accounting Pronouncements—not yet adopted by the Company
In
January 2017,December 2019, the FASB issued
ASU2017-03, “Accounting Changes and Error CorrectionsASU2019-12, “Income Taxes (Topic
250) and Investments – Equity Method and Joint Ventures (Topic 323)740):
Amendments to SEC Paragraphs Pursuant to Staff Announcements atSimplifying the
September 22, 2016 and November 17, 2016 EITF Meetings.” The amendment provides guidance to the Company in relation to the disclosure of the impact that ASU2014-09, ASU2016-02 and ASU2016-13 will have on the Company’s financial statements when adopted. The Company is currently evaluating the impact of the adoption of this update on its consolidated financial statements.In January 2017, the FASB issued ASU2017-01, “Business Combination (Topic 805): Clarifying the Definition of a Business.” This amendment clarifies the definition of a business to assist entities when evaluating whether transactions should be accountedAccounting for as acquisitions (or disposals) of assets or business.
For public companies, this ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted for the transactions that occur before the issuance date or effective date of the amendment, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The Company does not expect that the adoption of this update will have a material impact on its consolidated financial statements.
In August 2016, the FASB issued ASU2016-15, “Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force).Income Taxes.” The amendments in this ASU provide guidance onupdate simplify the presentation ofaccounting for income taxes by removing certain cash receipts and cash paymentsexceptions to the general principles in the statement of cash flows in order to reduce diversity in existing practice.Topic 740. The amendments in ASU2016-15 are effectivealso improve consistent application of and simplify U.S. GAAP for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company will adopt this new update effective June 30, 2018. The Company does not expect that the adoption of this update will have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU2016-02, “Lease (Topic 842).” The core principleother areas of Topic 842 is that a lessee should recognize the lease assets740 by clarifying and liabilities that arise from leases in the statement of financial position.amending existing guidance. For public business entities, this update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company is currently evaluating the impact of the adoption of this update on its consolidated financial statements.
In January 2016, the FASB issued ASU2016-01, “Financial Instruments—Overall (Subtopic825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This new guidance requires certain equity investments to be measured at fair value, use of the exit price notion and separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. The ASU on recognition and measurement will take effect for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. In addition, in February 2018, the FASB issued ASU2018-03, “Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. This guidance clarifies certain aspects of the guidance issued in ASU2016-01 on (1) equity securities without a readily determinable fair value – discontinuation, (2) equity securities without a readily determinable fair value – adjustments, (3) forward contracts and purchased options, (4) presentation requirements for certain fair value option liabilities, and (5) fair value option liabilities denominated in a foreign currency. The Company will adopt this new update effective June 30, 2018. The Company does not expect that the adoption of this update will have a material impact on its consolidated financial statements.
In May 2014, as part of its ongoing efforts to assist in the convergence of accounting principles generally accepted in the United States of America (“U.S. GAAP”), the FASBissued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The ASU provides alternative methods of initial adoption and is effective for annual and interim periods beginning after December 15, 2017. The FASB has issued several updates to the standard which (1) defer the original effective date from January 1, 2017 to January 1, 2018, while allowing for early adoption as of January 1, 2017 (ASU2015-14); (2) clarify the application of the principal versus agent guidance (ASU2016-08); (3) clarify the guidance on inconsequential and perfunctory promises and licensing (ASU2016-10); and (4) clarify the guidance on certain sections of the guidance providing technical corrections and improvements (ASU2016-10). In May 2016, the FASB issued ASU
2016-12, “Revenue from Contracts with Customers (Topic 606) Narrow-Scope Improvements and Practical Expedients”, to address certain narrow aspects of the guidance including collectability criterion, collection of sales taxes from customers, noncash consideration, contract modifications and completed contracts. This issuance does not change the core principle of the guidance in the initial topic issued in May 2014.
The Company set up a team for the implementation of the new revenue recognition accounting standard, including hiring of external advisors to help with the implementation efforts of ASC 606, as amended. The Company utilized a comprehensive approach to evaluate the impact of adopting ASC 606 on its contract portfolio by reviewing the current revenue accounting policies and practices to identify differences that would result from applying the new guidance to the revenue contracts on amount and timing of revenue recognition.
The Company currently recognizes the majority of its manufacturing revenue when title and risk and rewards of ownership have passed, the price to the buyer is fixed or determinable and recoverability is reasonably assured, which generally is when the goods are shipped. The Company has determined that the new standard will have no substantial changes to its current revenue recognition policy as the Company’s revenues will continue to be recognized at a “point in time” model. However, there will be a portion of revenue contracts that will fall into an “over time” model as the customers take control of the products as they are produced, as opposed to at a “point in time” upon physical delivery. Service revenue will also continue to be recognized at an “over time” model as services are performed.
The Company has substantially completed a review of the accounting systems and processes required to apply this new guidance. Additionally, the Company has completed the majority of the assessment phase and documentation of new policies and is currently in the process of adjusting its accounting policies, operational and financial reporting processes, and relevant internal controls and gathering data for the new disclosure requirements.
ASC 606 allows for either “full retrospective” adoption, meaning the standard is applied to all periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements as of the adoption date. The Company will adopt the standard using the modified retrospective approach, effective as of June 30, 2018.
New Accounting Pronouncements—adopted by the Company
In February 2018, the FASB issued ASU2018-02 “Income Statement – Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This ASU which allows companies to reclassify stranded tax effects in accumulated other comprehensive income (loss) that have been caused by the Tax Cuts and Jobs Act of 2017 (the Act) to retained earnings for each period in which the effect of the change in the U.S. federal corporate income tax rate is recorded. The FASB has made the reclassification optional. In addition, in March 2018, the FASB issued ASU2018-05, “Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118,” which updates the income tax accounting in U.S. GAAP to reflect SEC guidance released on December 22, 2017, when the Act was signed into law. The Company adopted these updates with immaterial impact to the consolidated financial statements.
In August 2017, the FASB issued ASU2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The amendments better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The amendments also make certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. This ASU is the final version of
Proposed Accounting Standards Update2016-310—Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which has been deleted. During the fiscal year 2018, the Company adopted this update with no impact to the consolidated financial statements.
In November 2016, the FASB issued ASU2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. The Company has early adopted this update in the second quarter of fiscal year 2017 on a retrospective basis. As of June 29, 2018 and June 30, 2017, restricted cash in connection with business acquisition of $3.3 million was presented in the statement of cash flows as cash, cash equivalents and restricted cash.
In March 2016, the FASB issued ASU2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for share-based payment award transactions, including, the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The amendments in this update are effective for annual periods beginning after December 15, 2016,fiscal years, and interim periods within those annual periods, for public companies. Early adoption is permitted for any entity in any interim or annual period. During fiscal year 2018, the Company adopted this update with no impact to the consolidated financial statements.
In March 2016, the FASB issued ASU2016-05, “Derivatives and Hedging (Topic 815),” to clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815, does not, in and of itself, require designation of the hedging relationship, provided that all other hedge accounting criteria continue to be met. This guidance is effective for public entities for financial statements issued for fiscal years, beginning after December 15, 2016 and interim periods within those fiscal years. During2020. This ASU will be effective for the Company in the first quarter of fiscal year 2018,2022. Early adoption is permitted. The Company assessed the preliminary impact from the adoption of this update and expected no impact on the Company's consolidated financial statements.
3.Revenues from contracts with customers
Contract Assets and Liabilities
A contract asset is recognized when the Company
adopted this update with no impacthas recognized revenues prior to
an invoice for payment. Contract assets are classified separately on the consolidated
financial statements.balance sheets and transferred to accounts receivable when rights to payment become unconditional. NaN impairment for contract assets was recorded for the years ended June 25, 2021 and June 26, 2020. A contract liability is recognized when the Company has advance payment arrangements with customers. The contract liabilities balance is normally recognized as revenue within six months.
The following tables summarize the activity in the Company’s contract assets and contract liabilities during the years ended June 25, 2021 and June 26, 2020:
3. | Income taxes
| | | | | | | | | | | | | |
| (amount in thousands) | | | | Contract
Assets |
| Beginning balance, June 27, 2020 | | | | $ | 13,256 | |
| Revenue recognized | | | | 65,182 | |
| Amounts collected or invoiced | | | | (66,560) | |
| Ending balance, June 25, 2021 | | | | $ | 11,878 | |
| | | | | | | | | | | | | | |
| (amount in thousands) | | | | Contract
Assets |
| Beginning balance, June 29, 2019 | | | | $ | 12,447 | |
| Revenue recognized | | | | 73,476 | |
| Amounts collected or invoiced | | | | (72,667) | |
| Ending balance, June 26, 2020 | | | | $ | 13,256 | |
| | | | | | | | | | | | | | |
| (amount in thousands) | | | | Contract
Liabilities |
| Beginning balance, June 27, 2020 | | | | $ | 1,556 | |
| Advance payment received during the year | | | | 18,360 | |
| Revenue recognized | | | | (18,236) | |
| Ending balance, June 25, 2021 | | | | $ | 1,680 | |
| | | | | | | | | | | | | | |
| (amount in thousands) | | | | Contract
Liabilities |
| Beginning balance, June 29, 2019 | | | | $ | 2,239 | |
| Advance payment received during the year | | | | 9,278 | |
| Revenue recognized | | | | (9,961) | |
| Ending balance, June 26, 2020 | | | | $ | 1,556 | |
Revenue by Geographic Area and End Market
Total revenues are attributed to a particular geographic area based on the bill-to-location of the Company’s customers. The Company operates primarily in three geographic regions: North America, Asia-Pacific and Europe.
The following table presents total revenues by geographic regions:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (amount in thousands, except percentages) | Year ended June 25,
2021 | | As a %
of Total
Revenues | | Year ended June 26,
2020 | | As a %
of Total
Revenues | | Year ended June 28,
2019 | | As a %
of Total
Revenues |
| North America | $ | 887,536 | | | 47.2 | % | | $ | 830,888 | | | 50.6 | % | | $ | 756,278 | | | 47.7 | % |
| Asia-Pacific | 668,597 | | | 35.6 | | | 552,923 | | | 33.7 | | | 608,386 | | | 38.4 | |
| Europe | 323,217 | | | 17.2 | | | 258,025 | | | 15.7 | | | 219,671 | | | 13.9 | |
| $ | 1,879,350 | | | 100.0 | % | | $ | 1,641,836 | | | 100.0 | % | | $ | 1,584,335 | | | 100.0 | % |
The following table sets forth revenues by end market.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (amount in thousands, except percentages) | Year ended June 25,
2021 | | As a %
of Total
Revenues | | Year ended June 26,
2020 | | As a %
of Total
Revenues | | Year ended June 28,
2019 | | As a %
of Total
Revenues |
| Optical communications | $ | 1,441,338 | | | 76.7 | % | | $ | 1,248,174 | | | 76.0 | % | | $ | 1,184,936 | | | 74.8 | % |
| Lasers, sensors and other | 438,012 | | | 23.3 | | | 393,662 | | | 24.0 | | | 399,399 | | | 25.2 | |
| $ | 1,879,350 | | | 100.0 | % | | $ | 1,641,836 | | | 100.0 | % | | $ | 1,584,335 | | | 100.0 | % |
4.Income taxes
Fabrinet is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, Fabrinet is not subject to tax in the Cayman Islands on income or capital
gains. Fabrinet has received this undertaking for a20-year period ending August 24, 2019. As that date approaches, Fabrinet intends to request a renewal with the office of the Clerk of the Cabinet for another 20 years.gains until March 6, 2039.
Income of the Company exempted from corporate income tax in the Cayman Islands amounted to
$58.4$115.8 million,
$64.2$101.9 million and
$41.0$104.6 million
infor the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 2016,28, 2019, respectively.
Fabrinet Thailand is where the majority of the Company’s operations and production takes place. The Company iswas not subject to tax from July 2012 through June 2020 on income generated from the manufacture of products at Pinehurst Building 6, and is not subject to tax from July 2018 through June 2026 on income generated from the manufacture of products at its Chonburi campus. After June 2020, 50% of our income generated from products manufactured at our Pinehurst campus Building 6 will be exempted from tax through June 2025. Such preferential tax treatment is contingent on among other things,various factors, including the export of the Company’sour customers’ products out of Thailand and the Company’sour agreement not to move itsour manufacturing facilities out of itsour current province in Thailand for at least 15 years from the date on which preferential tax treatment was granted. In March 2016,Currently, the Thailand Revenue Department announced the permanent decrease of corporate income tax rates torate for our Thai subsidiary is 20% for tax periods beginning on or after January 1, 2016. As a result, corporate income tax rates for Fabrinet Thailand are expected to remain at 20% from fiscal year 2017 onwards..
People’s Republic of China
The corporate income tax rate for Casix is 25%.
The Tax Cuts and Jobs Act
or the Tax Reform Act, was enacted on December 22, 2017
and providesprovided for significant changes to U.S. tax
law. Among other provisions, the Tax Reform Act reduceslaw, including a reduction in the U.S. corporate income tax rate to 21% effective
inJanuary 1, 2018.
UnderAccordingly, the
Tax Reform Act, ourCompany’s U.S. subsidiaries
arewere subject to
an average corporate incomea Federal statutory tax rate of
27.6%21% for fiscal year
2018. The subsidiaries’ corporate income tax rate will be 21% beginning in July 2018 for2021 and fiscal year
2019.2020.
The corporate income tax rate for U.K. subsidiaries is 19%.
Israel
The corporate income tax rate for Israel subsidiaries is 23%.
The Company’s income tax expense consisted of the following:
| | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
Current | | $ | 5,457 | | | $ | 5,986 | | | $ | 5,053 | |
Deferred | | | (1,595 | ) | | | 756 | | | | 1,282 | |
| | | | | | | | | | | | |
Total income tax expense | | $ | 3,862 | | | $ | 6,742 | | | $ | 6,335 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
| Current | $ | 6,355 | | | $ | 6,274 | | | $ | 4,384 | |
| Deferred | (4,212) | | | (511) | | | 894 | |
| Total income tax expense | $ | 2,143 | | | $ | 5,763 | | | $ | 5,278 | |
The reconciliation between the Company’s taxes that would arise by applying the statutory tax rate of the country of the Company’s principal operations, Thailand, to the Company’s effective tax charge is shown below:
| | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
Income before income taxes(1) | | $ | 88,029 | | | $ | 103,857 | | | $ | 68,232 | |
Tax expense calculated at a statutory corporate income tax rate of 20% | | | 17,606 | | | | 20,771 | | | | 13,646 | |
Effect of income taxes from locations with tax rates different from Thailand | | | 2,657 | | | | (48 | ) | | | (3,309 | ) |
Income not subject to tax(2) | | | (12,824 | ) | | | (17,212 | ) | | | (10,493 | ) |
Income tax on unremitted earnings | | | 1,007 | | | | 798 | | | | 527 | |
Effect of different tax rate in relation to deferred tax utilization | | | 423 | | | | — | | | | 894 | |
Effect of foreign exchange rate adjustment | | | (134 | ) | | | 667 | | | | 375 | |
Tax rebate from research and development application | | | (454 | ) | | | (226 | ) | | | (145 | ) |
Provision for uncertain income tax position | | | 277 | | | | 260 | | | | 214 | |
Utilization of loss carryforward | | | (3,224 | ) | | | — | | | | — | |
(Reversal of) valuation allowance(3) | | | (1,587 | ) | | | 1,517 | | | | 4,882 | |
Others | | | 115 | | | | 215 | | | | (256 | ) |
| | | | | | | | | | | | |
Corporate income tax expense | | $ | 3,862 | | | $ | 6,742 | | | $ | 6,335 | |
| | | | | | | | | | | | |
(1) | Income before income taxes was mostly generated from domestic income in the Cayman Islands.
|
(2) | Income not subject to tax relates to income earned in the Cayman Islands and income subject to an investment promotion privilege for Pinehurst Building 6. Income not subject to tax per ordinary share on a diluted basis was $0.34, $0.45, and $0.28 for the years ended June 29, 2018, June 30, 2017, and June 24, 2016, respectively.
|
(3) | As of June 29, 2018, the Company reversed valuation allowances of deferred tax assets of $5.2 million. The reversal was affected by utilization of deferred tax assets from loss carryforward of $3.2 million and effect of different tax rate in relation to deferred tax utilization of $0.4 million which have been separately presented in another line items.
|
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
Income before income taxes(1) | $ | 150,484 | | | $ | 119,242 | | | $ | 126,233 | |
| Tax expense calculated at a statutory corporate income tax rate of 20% | 30,097 | | | 23,848 | | | 25,247 | |
| Effect of income taxes from locations with tax rates different from Thailand | 198 | | | 577 | | | 977 | |
Income not subject to tax(2) | (23,645) | | | (20,797) | | | (21,161) | |
| Income tax on unremitted earnings | 1,395 | | | 1,221 | | | 1,260 | |
| Effect of foreign exchange rate adjustment | (2,855) | | | 382 | | | 603 | |
| Tax rebate from research and development application | (728) | | | (1,228) | | | (649) | |
| Provision for uncertain income tax position | (831) | | | (641) | | | (229) | |
| Utilization of loss carryforward | (610) | | | 0 | | | 0 | |
| Valuation allowance (reversal of) | (1,822) | | | 2,446 | | | 0 | |
| Others | 944 | | | (45) | | | (770) | |
| Corporate income tax expense | $ | 2,143 | | | $ | 5,763 | | | $ | 5,278 | |
(1)Income before income taxes was mostly generated from domestic income in the Cayman Islands.
(2)Income not subject to tax relates to income earned in the Cayman Islands and income subject to an investment promotion privilege for Pinehurst Building 6 and the Company’s Chonburi campus. Income not subject to tax per ordinary share on a diluted basis was $0.63, $0.55, and $0.57 for the years ended June 25, 2021, June 26, 2020, and June 28, 2019, respectively.
The Company’s deferred tax assets and deferred tax liabilities, net of valuation allowance, at each balance sheet date are as follows:
| | | | | | | | |
| | | As of | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | |
Deferred tax assets: | | | | | | | | |
Depreciation | | $ | 2,151 | | | $ | 1,674 | |
Severance liability | | | 1,518 | | | | 1,127 | |
Reserves and allowance | | | 1,545 | | | | 1,046 | |
Net operating loss carryforwards | | | 1,228 | | | | 496 | |
Others | | | 277 | | | | 10 | |
| | | | | | | | |
Total | | $ | 6,719 | | | $ | 4,353 | |
| | | | | | | | |
| | | | | | | | |
| | | As of | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | |
Deferred tax liabilities: | | | | | | | | |
Temporary differences from intangibles and changes in the fair value of assets acquired | | $ | (860 | ) | | $ | (944 | ) |
Deferred tax from unremitted earnings | | | (2,863 | ) | | | (2,485 | ) |
| | | | | | | | |
Total | | | (3,723 | ) | | | (3,429 | ) |
| | | | | | | | |
Net | | $ | 2,996 | | | $ | 924 | |
| | | | | | | | |
As
| | | | | | | | | | | |
| As of |
| (amount in thousands) | June 25,
2021 | | June 26,
2020 |
| Deferred tax assets: | | | |
| Depreciation | $ | 1,565 | | | $ | 1,219 | |
| Severance liability | 3,491 | | | 2,958 | |
| Reserves and allowance | 1,751 | | | 1,405 | |
| Net operating loss carryforwards | 1,585 | | | 0 | |
| Others | 1,036 | | | 321 | |
| Total | $ | 9,428 | | | $ | 5,903 | |
| | | |
| Deferred tax liabilities: | | | |
| Temporary differences from intangibles and changes in the fair value of assets acquired | $ | (1,202) | | | $ | (336) | |
| Deferred tax from unremitted earnings | (5,072) | | | (4,620) | |
| Others | 1,167 | | | 0 | |
| Total | (5,107) | | | (4,956) | |
| Net | $ | 4,321 | | | $ | 947 | |
The changes in the Company determined that it is more likely than not thatvaluation allowances of deferred tax assets attributable to a subsidiarywere as follows:
| | | | | |
| (amount in thousands) | Valuation allowances of
deferred tax assets |
| Balance as of June 29, 2018 | $ | 1,165 | |
| Additional | 126 | |
| Balance as of June 28, 2019 | 1,291 | |
| Additional | 2,437 | |
| Balance as of June 26, 2020 | 3,728 | |
| Additional | 479 | |
| Reduction | (2,146) | |
| Balance as of June 25, 2021 | $ | 2,061 | |
During fiscal year 2021, one of the Company’s subsidiaries in the United States would not be realized, primarily due to uncertainties related to the subsidiary’s ability to utilize its net operating loss carryforwards before they expire. Accordingly, the Company established a valuation allowance for such deferred tax asset. During the year ended June 29, 2018, the subsidiaryU.S. generated taxable income sufficient for the utilization of loss carryforwards due to better operating performance and effective control of operating expenses such that managementexpenses. Management determined that it iswas more likely than not that future taxable income would be sufficient to allow the benefitutilization of the loss to be realized. Therefore,deferred tax assets. Thus, a full valuation allowance of $1.5 million for the deferred tax assets was released as of June 29, 2018,25, 2021.
During fiscal year 2021, one of the
Company partially set up the valuation allowance of deferred tax assets.The changesCompany’s subsidiaries in the valuation allowances of deferred tax assets were as follows:
| | | | |
| (amount in thousands) | | Valuation allowances of
deferred tax assets | |
Balance as of June 24, 2016 | | $ | 4,882 | |
Additional | | | 1,517 | |
| | | | |
Balance as of June 30, 2017 | | | 6,399 | |
Reversal | | | (5,234 | ) |
| | | | |
Balance as of June 29, 2018 | | $ | 1,165 | |
| | | | |
The Tax Reform Act contains a number of provisionsU.K. also generated net operating loss and management expected that may impact us in future years. Since the Tax Reform Act was recently finalized and ongoing guidance and accounting interpretation is expected over the
next twelve months, the Company has made certain provisional accounting estimates, as permitted under Staff Accounting Bulletin No. 118, and continuedsuch subsidiary would continue to analyze its accounting policies in this area. The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of the Tax Reform Act will be applied or otherwise administered that is different from the Company’s interpretation.
As the Company completes its analysis of the Tax Reform Act, collects and prepares necessary data, and interprets any additional guidance, it may make adjustments to provisional amounts that it has recorded that may be materialhave net operating losses in the period in which the adjustments are made. The final accounting analysis will occur no laterforeseeable future. Therefore, management believes it is more likely than one year from the date the Tax Reform Act was enacted.
Currently, the Company has completed its assessmentnot that all of the impact from the Tax Reform Act. The Company applied the new corporate tax rate to compute its current income tax and remeasured its deferred tax assets and liabilities for all U.S. subsidiaries as of June 29, 2018 to reflect the lower rate expected to apply when these temporary differences are utilized. The remeasurement resulted in (1) a reduction in current income tax expenses of $0.1 million and (2) a reduction in deferred tax assets of $0.4 million.
such subsidiary will not be utilized. Thus, a full valuation allowance of $2.1 million for the deferred tax assets was set up as of June 25, 2021.
Income tax liabilities have not been established for withholding tax and other taxes that would be payable on the unremitted earnings of Fabrinet Thailand. Such amounts of Fabrinet Thailand are permanently
reinvested; unremittedreinvested. Unremitted earnings for Fabrinet Thailand totaled
$102.5$126.8 million and
$97.3$112.3 million as of June
29, 201825, 2021 and June
30, 2017,26, 2020, respectively. Unrecognized deferred tax liabilities for such unremitted earnings were
$5.8$7.4 million and
$5.2$7.0 million as of June
29, 201825, 2021 and June
30, 2017,26, 2020, respectively.
Deferred tax liabilities of
$1.0$1.3 million and
$0.8$1.1 million have been established for withholding tax on the unremitted earnings of Casix for the
yearyears ended June
29, 201825, 2021 and June
30, 2017,26, 2020, respectively, which are included in
non-current deferred tax liability in the consolidated balance sheets.
Uncertain income tax positions
Interest and penalties related to uncertain
income tax positions are recognized in income tax expense. The Company had approximately
$0.9$0.1 million and
$0.6$0.5 million of accrued interest and penalties related to uncertain
income tax positions on the consolidated balance sheets as of June
29, 201825, 2021 and June
30, 2017,26, 2020, respectively. The Company recorded
(reversed) interest and penalties of
$0.3$0.4 million,
$0.3$0.1 million and
$0.2$(0.1) million for the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 2016,28, 2019, respectively, in the consolidated statements of operations and comprehensive income. With regard to the Thailand jurisdiction, tax years
20132015 through
20172020 remain open to examination by the local authorities.
The following table indicates the changes to the Company’s uncertain income tax positions for the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 201628, 2019 included in other
non-current liabilities.
| | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
Beginning balance | | $ | 1,420 | | | $ | 1,420 | | | $ | 1,420 | |
Additions during the year | | | 25 | | | | — | | | | — | |
Reductions for tax positions of prior years | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Ending balance | | $ | 1,445 | | | $ | 1,420 | | | $ | 1,420 | |
| | | | | | | | | | | | |
4. | Earnings per ordinary share
|
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
| Beginning balance | $ | 970 | | | $ | 1,323 | | | $ | 1,445 | |
| Additions during the year | 389 | | | 157 | | | 235 | |
| Release of tax positions of prior years | (552) | | | (510) | | | (357) | |
| Ending balance | $ | 807 | | | $ | 970 | | | $ | 1,323 | |
5.Earnings per ordinary share
Basic earnings per ordinary share is computed by dividing reported net income by the weighted average number of ordinary shares outstanding during each period. Diluted earnings per ordinary share is computed by calculating the effect of potential dilutive ordinary shares outstanding during the year using the treasury
stock method. Dilutive ordinary
equivalent shares consist of share options, restricted share units and performance share units. The earnings per ordinary share was calculated as follows:
| | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands except per share amounts) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
Net income attributable to shareholders | | $ | 84,167 | | | $ | 97,115 | | | $ | 61,897 | |
| | | | | | | | | | | | |
Weighted-average number of ordinary shares outstanding (thousands of shares) | | | 37,257 | | | | 36,927 | | | | 35,857 | |
Incremental shares arising from the assumed exercise of share options and vesting of restricted share units and performance share units (thousands of shares) | | | 778 | | | | 925 | | | | 1,015 | |
| | | | | | | | | | | | |
Weighted-average number of ordinary shares for diluted earnings per ordinary share (thousands of shares) | | | 38,035 | | | | 37,852 | | | | 36,872 | |
| | | | | | | | | | | | |
Basic earnings per ordinary share | | $ | 2.26 | | | $ | 2.63 | | | $ | 1.73 | |
Diluted earnings per ordinary share | | $ | 2.21 | | | $ | 2.57 | | | $ | 1.68 | |
5. | Cash, cash equivalents and marketable securities
|
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands except per share amounts) | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
| Net income attributable to shareholders | $ | 148,341 | | | $ | 113,479 | | | $ | 120,955 | |
| Weighted-average number of ordinary shares outstanding (thousands of shares) | 36,872 | | | 36,908 | | | 36,798 | |
| Incremental shares arising from the assumed exercise of share options and vesting of restricted share units and performance share units (thousands of shares) | 683 | | | 757 | | | 617 | |
| Weighted-average number of ordinary shares for diluted earnings per ordinary share (thousands of shares) | 37,555 | | | 37,665 | | | 37,415 | |
| Basic earnings per ordinary share | $ | 4.02 | | | $ | 3.07 | | | $ | 3.29 | |
| Diluted earnings per ordinary share | $ | 3.95 | | | $ | 3.01 | | | $ | 3.23 | |
Outstanding performance share units excluded from the computation of diluted earnings per ordinary share (thousands of shares)(1) | 53 | | | 99 | | | 401 | |
(1)These performance share units were not included in the computation of diluted earnings per ordinary share because they are not expected to vest based on the Company’s current assessment of the related performance obligations.
6.Cash, cash equivalents and short-term investments
The Company’s cash, cash equivalents, and
marketable securities can be analyzedshort-term investments by category is as follows:
| | | | | | | | | | | | | | | | |
| | | | | | Fair Value | |
| (amount in thousands) | | Carrying
Cost | | | Unrealized
Loss | | | Cash and
Cash
Equivalents | | | Marketable
Securities | |
As of June 29, 2018 | | | | | | | | | | | | | | | | |
Cash | | $ | 146,778 | | | $ | — | | | $ | 146,778 | | | $ | — | |
Cash equivalents | | | 11,324 | | | | — | | | | 11,324 | | | | — | |
Corporate bonds and commercial papers | | | 128,441 | | | | (736 | ) | | | — | | | | 127,705 | |
U.S. agency and U.S. treasury securities | | | 43,734 | | | | (324 | ) | | | — | | | | 43,410 | |
Sovereign and municipal securities | | | 3,185 | | | | (31 | ) | | | — | | | | 3,154 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 333,462 | | | $ | (1,091 | ) | | $ | 158,102 | | | $ | 174,269 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | Fair Value | |
| (amount in thousands) | | Carrying
Cost | | | Unrealized
Gain (Loss) | | | Cash and
Cash
Equivalents | | | Marketable
Securities | |
As of June 30, 2017 | | | | | | | | | | | | | | | | |
Cash | | $ | 131,240 | | | $ | — | | | $ | 131,240 | | | $ | — | |
Cash equivalents | | | 2,585 | | | | — | | | | 2,585 | | | | — | |
Corporate bonds and commercial papers | | | 98,247 | | | | 27 | | | | — | | | | 98,274 | |
| | | | | | | Fair Value | | | | | Fair Value |
| (amount in thousands) | | Carrying
Cost | | | Unrealized
Gain (Loss) | | | Cash and
Cash
Equivalents | | | Marketable
Securities | | (amount in thousands) | Carrying
Cost | | Unrealized
Gain/
(Loss) | | Cash and
Cash
Equivalents | | Marketable
Securities | | Other
Investments |
U.S. agency and U.S. treasury securities | | | 50,768 | | | | (102 | ) | | | — | | | | 50,666 | | |
Sovereign and municipal securities | | | 2,507 | | | | 3 | | | | — | | | | 2,510 | | |
| | | | | | | | | | | | | |
| As of June 25, 2021 | | As of June 25, 2021 | | | | | | | | | |
| Cash | | Cash | $ | 222,664 | | | $ | — | | | $ | 222,664 | | | $ | — | | | $ | — | |
| Cash equivalents | | Cash equivalents | 80,305 | | | — | | | 80,305 | | | — | | | — | |
| Liquidity funds | | Liquidity funds | 30,000 | | | 1,226 | | | — | | | — | | | 31,226 | |
| Certificates of deposit | | Certificates of deposit | 10,500 | | | — | | | — | | | — | | | 10,500 | |
| Corporate debt securities | | Corporate debt securities | 171,626 | | | 164 | | | — | | | 171,790 | | | — | |
| U.S. agency and U.S. Treasury securities | | U.S. agency and U.S. Treasury securities | 31,301 | | | 146 | | | — | | | 31,447 | | | — | |
Total | | $ | 285,347 | | | $ | (72 | ) | | $ | 133,825 | | | $ | 151,450 | | Total | $ | 546,396 | | | $ | 1,536 | | | $ | 302,969 | | | $ | 203,237 | | | $ | 41,726 | |
| | | | | | | | | | | | | |
| As of June 26, 2020 | | As of June 26, 2020 | | | | | | | | | |
| Cash | | Cash | $ | 218,117 | | | $ | — | | | $ | 218,117 | | | $ | — | | | $ | — | |
| Cash equivalents | | Cash equivalents | 7,313 | | | — | | | 7,313 | | | — | | | — | |
| Liquidity funds | | Liquidity funds | 40,000 | | | 1,051 | | | — | | | — | | | 41,051 | |
| Time deposits | | Time deposits | 11,800 | | | — | | | — | | | — | | | 11,800 | |
| Corporate debt securities | | Corporate debt securities | 159,220 | | | 948 | | | — | | | 160,168 | | | — | |
| U.S. agency and U.S. Treasury securities | | U.S. agency and U.S. Treasury securities | 49,130 | | | 544 | | | — | | | 49,674 | | | — | |
| Total | | Total | $ | 485,580 | | | $ | 2,543 | | | $ | 225,430 | | | $ | 209,842 | | | $ | 52,851 | |
The cash equivalents include short-term bank deposits, investments in money market funds, and marketable securities with maturities of three months or less at the date of purchase. The effective interest rate on short term bank deposits was
0.8%0.7% and
0.6%1.8% per annum for the years ended June
29, 201825, 2021 and June
30, 2017,26, 2020, respectively.
As of June 29, 201825, 2021, the Company had $10.5 million of investments in certificate of deposit classified as held-to-maturity debt securities. As of June 26, 2020, the Company had $11.8 million of investments in time deposit classified as
held-to-maturity debt securities. All investments mature within one year. Held-to-maturity debt securities are recorded at amortized cost, which approximates fair value. NaN unrecognized gains and losses were recorded during the years ended June 25, 2021 and June 30, 2017, 49%26, 2020.
As of June 25, 2021 and
66%June 26, 2020, 65% and 63%, respectively, of our cash and cash equivalents were held by the Parent Company.
The following table summarizes the cost and estimated fair value of
marketable securitiesshort-term investments classified as
available-for-sale securities based on stated effective maturities as of June
29, 2018: | | | | | | | | |
| (amount in thousands) | | Carrying
Cost | | | Fair Value | |
Due within one year | | $ | 28,216 | | | $ | 28,193 | |
Due between one to three years | | | 147,144 | | | | 146,076 | |
| | | | | | | | |
Total | | $ | 175,360 | | | $ | 174,269 | |
| | | | | | | | |
25, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 25, 2021 | | June 26, 2020 |
| (amount in thousands) | Carrying
Cost | | Fair Value | | Carrying
Cost | | Fair Value |
| Due within one year | $ | 30,000 | | | $ | 31,226 | | | $ | 116,127 | | | $ | 117,247 | |
| Due between one to five years | 202,927 | | | 203,237 | | | 132,223 | | | 133,646 | |
| Total | $ | 232,927 | | | $ | 234,463 | | | $ | 248,350 | | | $ | 250,893 | |
The following table summarizes the carrying cost of short-term investments classified as held-to-maturity securities based on stated effective maturities as of June 25, 2021:
| | | | | | | | | | | |
| (amount in thousands) | As of June 25, 2021 | | As of June 26, 2020 |
| Due within one year | $ | 10,500 | | | $ | 11,800 | |
| Due between one to five years | 0 | | | 0 | |
| Total | $ | 10,500 | | | $ | 11,800 | |
During the year ended June
29, 2018, the net realized loss from changes in fair value of marketable securities recognized by25, 2021, the Company
wasrecognized a realized gain of $0.4
million.million from sales of available-for-sale debt securities in interest income in the consolidated statements of operations and comprehensive income. During the year ended June 26, 2020, the Company recognized a realized gain of $0.1 million from sales of available-for-sale debt securities in interest income in the consolidated statements of operations and comprehensive income.
As of June 29, 2018 and June 30, 2017,25, 2021, the Company considered the declinesdecline in market value of its marketableavailable-for-sale debt securities by using the AFS debt security impairment model. The Company typically invests in highly-rated securities, and its investment portfoliopolicy generally limits the amount of credit exposure to any one issuer. The policy requires investments generally to be investment grade, with the primary objective of minimizing the potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio. The Company assessed impairment at the individual security level according to accounting standard by comparing its fair value/market value with its amortized cost. The Company considered factors such as the failure of the issuer of the security to make scheduled interest and principal payments and any changes to the credit rating of the security by a rating agency. The credit rating of the Company's invested securities are still in compliance with the Company's investment policy. NaN impairment losses on available-for-sale debt securities were recorded for the year ended June 25, 2021.
As of June 25, 2021, the Company evaluated the expected credit loss for held-to-maturity debt securities at the individual security level within scope of CECL model by considering the historical information, current and future economic conditions and events. Additionally, the Company considered the qualitative factors such as term and structure of the instrument and credit rating by rating agencies in determining if a zero-credit loss expectation is supportable. The credit rating of the Company's invested securities are still in compliance with the Company's investment policy. No impairment losses on held-to-maturity debt securities were recorded for the year ended June 25, 2021.
As of June 26, 2020, the Company considered the decline in market value of its available-for-sale and held-to-maturity debt securities to be temporary in nature and did not consider any of its securities other-than-temporarily impaired. The Company typically invests in highly-rated securities, and its investment policy generally limits the amount of credit exposure to any one issuer. The policy requires investments generally to be investment grade, with the primary objective of minimizing the potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio. When evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment’s cost basis.
NoNaN impairment losses were recorded for the
yearsyear ended June
29, 2018 and June 30, 2017.As26, 2020.
7.Fair value of financial instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a bank deposit of $40.0 million held in various financial institutions locatedliability (an exit price) in the United Statesprincipal or most advantageous market for the asset or liability in orderan orderly transaction between market participants on the measurement date. A fair value hierarchy is established, which requires an entity to supportmaximize the availabilityuse of observable inputs and minimize the use of unobservable inputs for the valuation of an asset or liability as of the Facility Agreement and comply with covenants. Undermeasurement date. The three levels of inputs that may be used to measure fair value are defined as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for assets or liabilities, either directly or indirectly. If the terms and conditions ofassets or liabilities have a specified (contractual) term, Level 2 inputs must be observable for substantially the Facility Agreement, the Company shall maintain cash, cash equivalents and/or marketable securities in an aggregate amount not less than $40.0 million in unencumbered deposits, and/or securities in accounts located in the United States at all times during thefull term of assets or liabilities.
Level 3 inputs are unobservable inputs for assets or liabilities, which require the Facility Agreement. As discussed in Note 13,reporting entity to develop its own valuation techniques and assumptions.
The Company utilizes the Company must comply with this covenant frommarket approach to measure fair value for its financial assets and after the effective date of the Facility Agreement.liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
The following table provides details of the financial instruments measured at fair value on a recurring basis, including:
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements at Reporting Date
Using | |
| (amount in thousands) | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
As of June 29, 2018 | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | |
Cash equivalents | | $ | — | | | $ | 11,324 | | | $ | — | | | $ | 11,324 | |
Corporate bonds and commercial papers | | | — | | | | 127,705 | | | | — | | | | 127,705 | |
U.S. agency and U.S. treasury securities | | | — | | | | 43,410 | | | | — | | | | 43,410 | |
Sovereign and municipal securities | | | — | | | | 3,154 | | | | — | | | | 3,154 | |
Derivative assets | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total | | $ | — | | | $ | 185,593 | | | $ | — | | | $ | 185,593 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Derivative liabilities | | $ | — | | | $ | 1,745 | (1) | | $ | — | | | $ | 1,745 | |
| | | | | | | | | | | | | | | | |
Total | | $ | — | | | $ | 1,745 | | | $ | — | | | $ | 1,745 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Fair Value Measurements at Reporting Date
Using | |
| (amount in thousands) | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
As of June 30, 2017 | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | |
Cash equivalents | | $ | — | | | $ | 2,585 | | | $ | — | | | $ | 2,585 | |
Corporate bonds and commercial papers | | | — | | | | 98,274 | | | | — | | | | 98,274 | |
U.S. agency and U.S. treasury securities | | | — | | | | 50,666 | | | | — | | | | 50,666 | |
Sovereign and municipal securities | | | — | | | | 2,510 | | | | — | | | | 2,510 | |
Derivative assets | | | — | | | | 15 | (2) | | | — | | | | 15 | |
| | | | | | | | | | | | | | | | |
Total | | $ | — | | | $ | 154,050 | | | $ | — | | | $ | 154,050 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Derivative liabilities | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
Total | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
(1) | Foreign currency forward contracts with notional amount of $7.0 million and Canadian dollars 0.4 million. Foreign currency option contracts with notional amount of $30.0 million.
|
(2) | Foreign currency forward contracts with notional amount of $1.0 million and Canadian dollars 0.6 million.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements at Reporting Date
Using |
| (amount in thousands) | Level 1 | | Level 2 | | | Level 3 | | Total |
| As of June 25, 2021 | | | | | | | | |
| Assets | | | | | | | | |
| Cash equivalents | $ | 0 | | | $ | 80,305 | | | | $ | 0 | | | $ | 80,305 | |
| Liquidity funds | 0 | | | 31,226 | | | | 0 | | | 31,226 | |
| Corporate debt securities | 0 | | | 171,790 | | | | 0 | | | 171,790 | |
| U.S. agency and U.S. Treasury securities | 0 | | | 31,447 | | | | 0 | | | 31,447 | |
| Derivative assets - current portion | 0 | | | 1 | | (1) | | 0 | | | 1 | |
| Total | $ | 0 | | | $ | 314,769 | | | | $ | 0 | | | $ | 314,769 | |
| Liabilities | | | | | | | | |
| Derivative liabilities - current portion | $ | 0 | | | $ | 5,654 | | | | $ | 0 | | | $ | 5,654 | |
| Derivative liabilities - non-current portion | $ | 0 | | | $ | 1,977 | | | | $ | 0 | | | $ | 1,977 | |
| Total | $ | 0 | | | $ | 7,631 | | (2) | | $ | 0 | | | $ | 7,631 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements at Reporting Date
Using |
| (amount in thousands) | Level 1 | | Level 2 | | | Level 3 | | Total |
| As of June 26, 2020 | | | | | | | | |
| Assets | | | | | | | | |
| Cash equivalents | $ | 0 | | | $ | 7,313 | | | | $ | 0 | | | $ | 7,313 | |
| Liquidity funds | 0 | | | 41,051 | | | | 0 | | | 41,051 | |
| Corporate debt securities | 0 | | | 160,168 | | | | 0 | | | 160,168 | |
| U.S. agency and U.S. Treasury securities | 0 | | | 49,674 | | | | 0 | | | 49,674 | |
| Derivative assets - current | 0 | | | 2,823 | | (3) | | 0 | | 2,823 | |
| Total | $ | 0 | | | $ | 261,029 | | | | $ | 0 | | | $ | 261,029 | |
| Liabilities | | | | | | | | |
| Derivative liabilities - current portion | $ | 0 | | | $ | 2,148 | | | | $ | 0 | | | $ | 2,148 | |
| Derivative liabilities - non-current portion | $ | 0 | | | $ | 3,718 | | | | $ | 0 | | | $ | 3,718 | |
| Total | $ | 0 | | | $ | 5,866 | | (4) | | $ | 0 | | | $ | 5,866 | |
(1)Foreign currency forward contracts with an aggregate notional amount of $2.0 million.
(2)Foreign currency forward contracts with an aggregate notional amount of $128.0 million and Canadian dollars of 0.4 million and two interest rate swap agreements with an aggregate notional amount of $125.1 million.
(3)Foreign currency forward contracts with an aggregate notional amount of $125.0 million and Canadian dollars of 0.6 million, and option contract with a notional amount of $1.0 million.
(4)Two interest rate swap agreements with an aggregate notional amount of $125.1 million.
Derivative Financial Instruments
The Company utilizes derivative financial instruments to hedge (i) foreign exchange risk associated with certain foreign currency denominated assets and liabilities and other foreign currency transactions, and (ii) interest rate risk associated with its long-term debt.
The Company minimizes the credit risk associated with its derivative instruments by limiting the exposure to any single counterparty and by entering into derivative instruments only with counterparties that meet the Company’s minimum credit quality standard.
Foreign Currency Forward and Option Contracts
As a result of foreign currency rate fluctuations, the U.S. dollar equivalent values of the Company’s foreign currency denominated assets and liabilities change.fluctuate. The Company uses foreign currency forward and option contracts to manage the foreign exchange risk associated with certaina portion of its foreign currency denominated assets and liabilities and other foreign currency transactions. The Company minimizes the credit risk in derivative instruments by limiting its exposure to any single counterparty and by enteringenters into derivative instruments only with counterparties that meet the Company’s minimum credit quality standard. As of June 29, 2018, the Company recognized the fair value of foreign currency forward contracts of $1.7 million as derivative liabilities in the consolidated balance sheets under other current liabilities. As of June 30, 2017, the Company recognized the fair value of foreign currency forward contracts of $0.02 million as derivative assets in the consolidated balance sheets under other current assets.
As of June 29, 2018 and June 30, 2017, the Company had no foreign currency forward contracts designated as cash flow hedges. During the year ended June 30, 2017, the Company discontinued cash flow hedges and recognized a gain from unwinding foreign currency forward contracts of $0.3 million as foreign exchange gain, net in the consolidated statements of operations and comprehensive income.
As of June 29, 2018, the Company had five outstanding foreign currency forward contracts with notional amount of $7.0 million, four outstanding foreign currency option contracts with notional amount of $30.0 million and one foreign currency forward contract with notional amount of Canadian dollars 0.4 million with maturity dates from July through October 2018. These foreign currency forward and option contracts were not designated for hedge accounting and were used to hedge fluctuations in the U.S. dollar value of forecasted transactions denominated in Thai baht and Canadian dollars. Duringdollars with counterparties that meet the year ended June 29, 2018, theCompany’s minimum credit quality standard.
The Company
included unrealized loss of $1.7 million from changes in fair value of foreign currency contracts in earnings as foreign exchange loss, net in the consolidated statements of operations and comprehensive income.As of June 30, 2017, the Company had two outstandingmay enter into foreign currency forward contracts with notional amountmaturities of $1.0 million and Canadian dollars 0.6 million, with maturity dates from July through September 2017. These foreign currency forward contracts were not designated for hedge accounting and were usedup to 12 months to hedge fluctuations in the U.S. dollar value of forecasted transactions denominated in Thai baht, including inventory purchases, payroll and other operating expenses. The Company considers these forward contracts as dual-purpose hedges, that hedge both the foreign exchange fluctuation (i) from inception through the forecasted expenditure, and (ii) any subsequent revaluation of the account payable or accrual. The Company may designate the forward contracts that hedge the foreign exchange fluctuation from inception through the forecasted expenditure as cash flow hedges. The gain or loss on a derivative instrument designated and qualified as a cash flow hedging instrument is recorded as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The reclassified amounts are presented in the same income statement line item as the earnings effect of the hedged item. Once the forecasted transactions are recorded, the Company will discontinue the hedging relationship by de-designating the derivative instrument and recording subsequent changes in fair value through contract maturity to foreign exchange gain (loss), net in the consolidated statements of operations and comprehensive income as a natural hedge against the Thai baht denominated assets and liabilities.
The Company may also enter into non-designated foreign currency forward and option contracts to provide an offset to the re-measurement of foreign currency denominated assets and liabilities and to hedge certain forecasted exposures. Changes in the fair value of these non-designated derivatives are recorded through foreign exchange gain (loss), net in the consolidated statements of operations and comprehensive income.
As of June 25, 2021, the Company had 130 outstanding U.S. dollar foreign currency forward contracts against Thai baht with an aggregate notional amount of $130.0 million and with maturity dates ranging from July 2021 through January 2022, and two foreign currency contracts with an aggregate notional amount of Canadian dollars. dollars of 0.4 million and with maturity dates in September 2021.
As of June 26, 2020, the Company had 125 outstanding U.S. dollar foreign currency forward contracts against Thai baht with an aggregate notional amount of $125.0 million, one foreign currency contract with a notional amount of 0.6 million Canadian dollars and one foreign currency option contract with a notional amount of $1.0 million with maturity dates ranging from July 2020 through January 2021.
As of June 25, 2021, the hedging relationship over foreign currency forward contracts which were designated for hedge accounting had been tested to be highly effective based on the performance of retrospective and prospective regression testing. As of June 25, 2021, the amount in AOCI that is expected to be reclassified into earnings within 12 months as gain was $2.7 million.
During the year ended June
30, 2017,25, 2021 and June 26, 2020, the Company included
an unrealized
gainloss of
$0.02$1.5 million
and $1.2 million, respectively, from changes in fair value of foreign currency
forward and option contracts
which were not designated for hedge accounting in earnings as foreign exchange gain (loss), net in the consolidated statements of operations and comprehensive income.
7. | Trade accounts receivable, net
|
| | | | | | | | |
| (amount in thousands) | | As of
June 29,
2018 | | | As of
June 30,
2017 | |
Trade accounts receivable | | $ | 246,972 | | | $ | 264,389 | |
Less: Allowance for doubtful account | | | (60 | ) | | | (40 | ) |
| | | | | | | | |
Trade accounts receivable, net | | $ | 246,912 | | | $ | 264,349 | |
| | | | | | | | |
| | | | | | | | |
| (amount in thousands) | | As of
June 29,
2018 | | | As of
June 30,
2017 | |
Raw materials | | $ | 100,241 | | | $ | 88,640 | |
Work in progress | | | 121,797 | | | | 105,732 | |
Finished goods | | | 20,690 | | | | 33,998 | |
Goods in transit | | | 17,516 | | | | 13,025 | |
| | | | | | | | |
| | | 260,244 | | | | 241,395 | |
Less: Inventory obsolescence | | | (2,557 | ) | | | (2,730 | ) |
| | | | | | | | |
Inventory, net | | $ | 257,687 | | | $ | 238,665 | |
| | | | | | | | |
Interest Rate Swap Agreements
The Company entered into interest rate swap agreements to mitigate interest rate risk and improve the interest rate profile of the Company’s debt obligations. As of June 25, 2021 and June 26, 2020, the Company had 2 outstanding interest rate swap agreements with an aggregate notional amount of $125.1 million.
On July 25, 2018, Fabrinet Thailand entered into an interest rate swap agreement to effectively convert the floating interest rate of its term loan under the credit facility agreement with Bank of America Credit Facility Agreement to a fixed interest rate of 2.86% per annum through the scheduled maturity of the term loan in June 2023 (see Note 15). The Company did not designate this interest rate swap for hedge accounting.
On September 14, 2016,3, 2019, the Company acquired 100% shareholdingentered into a new term loan agreement under a Credit Facility Agreement with the Bank of Ayudhya Public Company Limited (the “Bank”) (see Note 15) and on September 10, 2019, the Company repaid in Fabrinet UK (formerly knownfull the outstanding term loan under the Bank of America Credit Facility (see Note 15). In conjunction with the funding of the new term loan, the Company entered into a second interest rate swap agreement. The combination of both of these interest rate swaps effectively converts the floating interest rate of the Company’s new term loan with the Bank to a fixed interest rate of 4.36% per annum through the maturity of the term loan in June 2024.
On September 27, 2019, the Company designated these two interest rate swaps as Exception EMS), a privately-held group located in Wiltshire, United Kingdom,cash flow hedge for cash considerationthe Company’s term loan under the Credit Facility Agreement with the Bank. The combination of approximately $13.0 million, net of $0.5 million cash acquired. Fabrinet UK provides contract electronics manufacturing services tothese two interest rate swaps qualified for hedge accounting because the global electronics industry with innovative solutions, adding value to the design, manufacturehedges are highly effective, and testing of printed circuit board assemblies. Pursuant to the acquisition agreement,
the Company has placed $3.4 million of cash, net of foreign currency translation adjustment, for deferred consideration in an escrow account which is underdesignated and documented contemporaneously the Company’s control. However,hedging relationships involving these interest rate swaps. While the Company has contractually agreedintends to remit this deferred considerationcontinue to meet the sellers of Fabrinet UK, subject toconditions for hedge accounting, if hedges do not qualify as highly effective, the resolution of claims thatchanges in the Company may make against the funds with respect to indemnification and other claims, within 24 months from the closing date of the transaction.
The Company has accounted for this acquisition under the provisions of business combinations accounting, in accordance with Accounting Standards Codification Topic 805—Business Combinations. Accordingly, the estimated fair value of the acquisition consideration was allocatedderivatives used as hedges would be reflected in earnings. From September 27, 2019, any gains or losses related to these interest rate swaps will be recorded in AOCI in the assets acquired andconsolidated balance sheets. The Company will reclassify a portion of the liabilities assumedgains or losses from AOCI into earnings at each reporting period based on their respective fair values oneither the acquisition date. The Company has made certain estimatesaccrued interest amount or the interest payment.
As of June 25, 2021, the amount in AOCI that is expected to be reclassified into earnings within 12 months as loss is $0.8 million.
Prior to September 27, 2019, these interest rate swaps were not designated as cash flow hedges and
assumptions in determining the allocation of the acquisition consideration.The allocation of consideration to the individual net assets acquired was finalizedall changes in the fourth quarterfair value of fiscal year 2017. As the functional currency of Fabrinet UK is pound sterling (“GBP”), forthese interest rate swaps were reflected in earnings. During the year ended June 29, 2018,26, 2020, the Company recognized a $0.1recorded unrealized loss of $1.7 million, gain from foreign currency translation adjustmentchanges in itsthe fair value of these interest rate swaps as interest expense in the consolidated statements of operations and comprehensive income, underincome.
The following table provides a summary of the impact of derivative gain (loss) of the Company’s foreign currency forward contracts and interest rate swaps which were designated as cash flow hedges on the consolidated statements of operations and other comprehensive (loss) income, netincome:
| | | | | | | | | | | | | | | | | |
| | | Year Ended |
| (amount in thousands) | Financial statements
line item | | June 25,
2021 | | June 26,
2020 |
| Derivatives gain (loss) recognized in other comprehensive income (loss): | | | | | |
| Foreign currency forward contracts | Other comprehensive income | | $ | (6,194) | | | $ | 1,081 | |
| Interest rate swaps | Other comprehensive income | | 1,624 | | | (910) | |
| Total derivatives loss (gain) recognized in other comprehensive income | | | $ | (4,570) | | | $ | 171 | |
| Derivatives loss (gain) reclassified from accumulated other comprehensive income into earnings: | | | | | |
| Foreign currency forward contracts | Cost of revenues | | $ | (966) | | | $ | 2,512 | |
| Foreign currency forward contracts | Selling, general and administrative expenses | | (40) | | | 105 | |
| Foreign currency forward contracts | Foreign exchange gain (loss), net | | 1,769 | | | (998) | |
| Interest rate swaps | Interest expense | | (1,299) | | | (1,220) | |
| Total derivatives (gain) loss reclassified from accumulated other comprehensive income into earnings | | | $ | (536) | | | $ | 399 | |
| Change in net unrealized gain (loss) on derivative instruments | | | $ | (5,106) | | | $ | 570 | |
Fair value of
tax.Duringderivatives
The following table provides the year ended June 30, 2017,fair values of the Company’s derivative financial instruments for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 25,
2021 | | June 26,
2020 |
| (amount in thousands) | Derivative
Assets | | Derivative
Liabilities | | Derivative
Assets | | Derivative
Liabilities |
| Derivatives not designated as hedging instruments | | | | | | | |
| Foreign currency forward and option contracts | $ | 0 | | | $ | (1,379) | | | $ | 9 | | | $ | (611) | |
| Interest rate swaps | 0 | | | 0 | | | 0 | | | 0 | |
| Derivatives designated as hedging instruments | | | | | | | |
| Foreign currency forward contracts | 1 | | | (2,703) | | | 2,814 | | | (83) | |
| Interest rate swaps | 0 | | | (3,549) | | | 0 | | | (5,172) | |
| Derivatives, gross balances | 1 | | | (7,631) | | | 2,823 | | | (5,866) | |
The Company presents its derivatives at gross fair values in the consolidated balance sheets.
The Company recorded a measurement period adjustment to recognized deferred tax liabilities of $1.2 million related to taxable temporary differences from intangibles and changes in the fair value of assets acquired. Therefore, goodwill which was previously reported at acquisition datederivative financial instruments in the consolidated balance sheets as follows:
| | | | | |
| Derivative Financial Instruments | Balance Sheet Line Item |
| |
| Fair Value of Derivative Assets | Other current assets |
| Fair Value of Derivative Liabilities | Accrued expenses |
| Fair Value of Derivative Liabilities | Other non-current liabilities |
8. Trade accounts receivable, net
| | | | | | | | | | | |
| (amount in thousands) | As of June 25,
2021 | | As of June 26,
2020 |
| Trade accounts receivable | $ | 336,647 | | | $ | 273,001 | |
| Less: Allowance for doubtful account | (100) | | | (336) | |
| Trade accounts receivable, net | $ | 336,547 | | | $ | 272,665 | |
9.Inventories
| | | | | | | | | | | |
| (amount in thousands) | As of June 25,
2021 | | As of June 26,
2020 |
| Raw materials | $ | 196,345 | | | $ | 141,522 | |
| Work in progress | 174,654 | | | 136,344 | |
| Finished goods | 15,471 | | | 17,950 | |
| Goods in transit | 35,663 | | | 13,970 | |
| Inventories | $ | 422,133 | | | $ | 309,786 | |
10.Other receivable
On October 1, 2019, the Company provided funds in the amount of $24.3 million
was changed to
$3.9 million.Thea customer to support the customer’s transfer of certain manufacturing operations from Berlin, Germany to the Company’s allocationfacilities in Thailand.
On October 1, 2020, the Company extended the payment terms of the total purchase pricefunds and the accrued interest from September 30, 2020 to April 1, 2021, and reduced the interest rate effective from October 1, 2020. The extension was granted in connection with the customer’s agreement to transfer additional manufacturing operations to the Company’s facilities in Thailand beginning in November 2020. These funds were repaid on April 1, 2021.
11.Restricted cash
As of June 25, 2021, the Company had long-term restricted cash of Chinese Renminbi ("RMB") 1.0 million related to bank guarantees of its subsidiary in the PRC to support the subsidiary's operations. The bank guarantee was backed by cash collateral of $0.2 million.
As of June 26, 2020, the Company had one outstanding standby letter of credit of 6.0 million Euros related to the Company’s support of a customer with the transfer of certain manufacturing operations from Berlin, Germany to the Company’s facilities in Thailand. The standby letter of credit was backed by cash collateral of $7.4 million. This standby letter of credit expired on December 31, 2020 and the corresponding cash collateral was released in January 2021.
12.Leases
The Company leases facilities under non-cancelable operating lease agreements. The Company leases a portion of its capital equipment and vehicles, certain land and buildings for its facilities in Thailand, the Cayman Islands, China, the U.S., the U.K. and Israel under operating lease arrangements that expire at various dates through 2025. Certain of these lease arrangements provide the Company the ability to extend the lease from one to five years following the expiration of the current term. However, the Company may exclude lease extension options from its ROU assets and lease liabilities as the Company is not reasonably assured that it will exercise these options. None of the lease agreements contain residual value guarantees provided by the lessee. The Company also has one intercompany lease transaction which is a lease of office and manufacturing space between Fabritek and Fabrinet West.
As of June 25, 2021, the maturities of the Company’s operating lease liabilities were as follows:
| | | | | | | | |
| (amount in thousands) | | |
| 2022 | $ | 2,775 | | |
| 2023 | 2,676 | | |
| 2024 | 1,242 | | |
| 2025 | 41 | | |
| Total undiscounted lease payments | 6,734 | | |
| Less imputed interest | (291) | | |
| Total present value of lease liabilities | $ | 6,443 | | (1) |
(1)Includes current portion of operating lease liabilities of $2.6 million.
Rental expense related to the Company’s operating leases is recognized on a straight-line basis over the lease term. Rental expense for long-term leases for the
acquisition is summarized below: | | | | |
| (amount in thousands) | | Purchase
price
allocation | |
Cash | | $ | 474 | |
Accounts receivable | | | 4,064 | |
Inventory | | | 3,490 | |
Other current assets | | | 427 | |
Property, plant and equipment | | | 5,678 | |
Intangibles | | | 4,492 | |
Goodwill | | | 3,883 | |
Othernon-current assets | | | 516 | |
Current liabilities | | | (6,796 | ) |
Deferred tax liabilities | | | (1,148 | ) |
Othernon-current liabilities | | | (1,563 | ) |
| | | | |
Total fair value of assets acquired and liabilities assumed | | $ | 13,517 | |
| | | | |
Total purchase price, net of cash acquired | | $ | 13,043 | |
| | | | |
years ended June 25, 2021, June 26, 2020 and June 28, 2019 was $2.6 million, $2.1 million and $1.9 million, respectively. Rental expense for short-term leases for the years ended June 25, 2021, June 26, 2020 and June 28, 2019 was $0.3 million, $0.2 million and de minimis amount, respectively.
Finance leases
In connection with the
Company’s acquisition of Fabrinet UK, the Company assumed
the finance lease
agreementscommitments for certain
machine and equipment,
which are accounted for as capital leases. Aswith various expiration dates through September 2020. The equipment can be purchased at pre-determined prices upon expiration of
June 29, 2018, the Company included approximately $1.4 million of capital lease assets and $1.0 million of capital lease liability in the consolidated balance sheets associated with these acquired lease agreements.During the year ended June 30, 2017, the Company incurred approximately $1.5 million in transaction costssuch contracts.
The following summarizes additional information related to the
acquisition, which primarily consisted of legal, accounting and valuation-related expenses. These expenses were recorded in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive income.During the year ended June 29, 2018, there were no transaction costs related to the acquisition.
Pro forma results of operations for the acquisition have not been presented as they were not material to the Company’s results of operations.
operating leases: Identifiable intangibles
The acquired identifiable intangible assets include customer relationships and backlog. The fair value of the identified intangible assets was determined based on the multi-period excess earnings method, which applied the following key assumptions:
| | | | | |
Risk free rate:
| | 30-year UK Government Bond adjusted by spot yield to reflect recent volatilityAs of June 25, 2021 |
Long-term revenue growth:
Weighted-average remaining lease term (in years) | | 5.0% - 8.0% |
Churn rate:
Operating leases | | 10%2.7 |
Weighted-average discount rate | |
Operating margin:leases | 3.5 | 4.0% - 6.0%% |
Customer relationships represent
The following information represents supplemental disclosure for the fair valuestatement of future projected revenues derived from the salecash flows related to operating leases:
| | | | | |
| (amount in thousands) | Year Ended June 25, 2021 |
| Cash paid for amounts included in the measurement of lease liabilities | |
| Operating cash flows from operating leases | $ | 2,603 | |
| Financing cash flows from finance leases | $ | 100 | |
| ROU assets obtained in exchange for lease liabilities | $ | 959 | |
13.Property, plant and services and the assembled workforce. Goodwill is not deductible for tax purposes.10. | Property, plant and equipment, net
|
equipment, net
The components of property, plant and equipment, net were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (amount in thousands) | | Land and
Land
Improvements | | | Building and
Building
Improvements | | | Manufacturing
Equipment | | | Office
Equipment | | | Motor
Vehicles | | | Computers | | | Construction
and
Machinery
Under
Installation | | | Total | |
As of June 29, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost | | $ | 45,080 | | | $ | 139,342 | | | $ | 141,869 | | | $ | 7,582 | | | $ | 456 | | | $ | 21,250 | | | $ | 8,762 | | | $ | 364,341 | |
Less: Accumulated depreciation | | | (6 | ) | | | (38,265 | ) | | | (86,989 | ) | | | (4,454 | ) | | | (334 | ) | | | (14,653 | ) | | | — | | | | (144,701 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net book value | | $ | 45,074 | | | $ | 101,077 | | | $ | 54,880 | | | $ | 3,128 | | | $ | 122 | | | $ | 6,597 | | | $ | 8,762 | | | $ | 219,640 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of June 30, 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost | | $ | 39,096 | | | $ | 138,578 | | | $ | 127,085 | | | $ | 7,688 | | | $ | 534 | | | $ | 19,642 | | | $ | 6,058 | | | $ | 338,681 | |
Less: Accumulated depreciation | | | (2 | ) | | | (31,881 | ) | | | (72,130 | ) | | | (4,163 | ) | | | (376 | ) | | | (13,248 | ) | | | — | | | | (121,800 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net book value | | $ | 39,094 | | | $ | 106,697 | | | $ | 54,955 | | | $ | 3,525 | | | $ | 158 | | | $ | 6,394 | | | $ | 6,058 | | | $ | 216,881 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
On December 23, 2016, the Company entered into an agreement to purchase a parcel of land in Chonburi, Thailand to support the expansion of the Company’s production in Thailand. The aggregate purchase price was approximately $5.6 million, of which the first installment of $1.1 million was paid by the Company on January 10, 2017 and the remaining balance of the purchase price was fully paid on December 25, 2017.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (amount in thousands) | Land and
Land
Improvements | | Building
and
Building
Improvements | | Manufacturing
Equipment | | Office
Equipment | | Motor
Vehicles | | Computers | | Construction
and
Machinery
Under
Installation | | Total |
| As of June 25, 2021 | | | | | | | | | | | | | | | |
| Cost | $ | 45,125 | | | $ | 163,375 | | | $ | 213,981 | | | $ | 9,243 | | | $ | 627 | | | $ | 29,621 | | | $ | 9,377 | | | $ | 471,349 | |
| Less: Accumulated depreciation | (26) | | | (58,791) | | | (141,997) | | | (6,376) | | | (509) | | | (21,715) | | | 0 | | | (229,414) | |
| Less: Impairment reserve | 0 | | | 0 | | | (804) | | | 0 | | | 0 | | | (2) | | | 0 | | | (806) | |
| Net book value | $ | 45,099 | | | $ | 104,584 | | | $ | 71,180 | | | $ | 2,867 | | | $ | 118 | | | $ | 7,904 | | | $ | 9,377 | | | $ | 241,129 | |
| As of June 26, 2020 | | | | | | | | | | | | | | | |
| Cost | $ | 45,099 | | | $ | 145,912 | | | $ | 198,036 | | | $ | 5,600 | | | $ | 939 | | | $ | 16,766 | | | $ | 12,657 | | | $ | 425,009 | |
| Less: Accumulated depreciation | (17) | | | (51,393) | | | (127,397) | | | (4,135) | | | (678) | | | (12,273) | | | 0 | | | (195,893) | |
| Less: Impairment reserve | 0 | | | 0 | | | (840) | | | 0 | | | 0 | | | (2) | | | 0 | | | (842) | |
| Net book value | $ | 45,082 | | | $ | 94,519 | | | $ | 69,799 | | | $ | 1,465 | | | $ | 261 | | | $ | 4,491 | | | $ | 12,657 | | | $ | 228,274 | |
Leased assets included abovein manufacturing equipment comprise certain machine and equipment from capitalfinance lease agreements assumed from the acquisition of Fabrinet UK.
| | (amount in thousands) | | As of
June 29, 2018 | | | As of
June 30, 2017 | | (amount in thousands) | As of June 25, 2021 | | As of June 26, 2020 |
Cost—Capital leases | | $ | 2,481 | | | | 2,725 | | |
| Cost—Finance leases | | Cost—Finance leases | $ | 1,747 | | | $ | 1,992 | |
Less: Accumulated depreciation | | | (1,043 | ) | | | (856 | ) | Less: Accumulated depreciation | (1,747) | | | (1,199) | |
| | | | | | | |
Net book value | | $ | 1,438 | | | | 1,869 | | Net book value | $ | 0 | | | $ | 793 | |
| | | | | | | |
Depreciation expense amounted to
$27.4$34.7 million,
$22.5$29.7 million and
$17.3$28.7 million for the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 2016,28, 2019, respectively, and has been allocated between cost of revenues and selling, general and administrative expenses in the consolidated statements of operations and comprehensive income.
The cost of fully depreciated property, plant and equipment
written-off during the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 201628, 2019 amounted to
$3.5$16.3 million,
$5.4$2.9 million and $2.0 million, respectively.
During the yearyears ended June 29, 2018,25, 2021, June 26, 2020 and June 28, 2019, the Company recognized impairment reserves for property, plant and equipment of $0.8 million, $0.8 million and $0.9 million, respectively.
During the years ended June 25, 2021, June 26, 2020 and June 28, 2019, the Company had no0 borrowing costs capitalized. During the year ended June 30, 2017, the Company capitalized $0.5 million
14.Intangibles
The following tables present details of the Company’s intangibles:
| | | | | | | | | | | | | | | | |
| (amount in thousands) | | Gross
Carrying
Amount | | | Accumulated
Amortization | | | Foreign
Currency
Translation
Adjustment | | | Net | |
As of June 29, 2018 | | | | | | | | | | | | | | | | |
Software | | $ | 6,269 | | | $ | (4,324 | ) | | $ | — | | | $ | 1,945 | |
Customer relationships | | | 4,373 | | | | (1,413 | ) | | | (42 | ) | | | 2,918 | |
Backlog | | | 119 | | | | (101 | ) | | | (1 | ) | | | 17 | |
| | | | | | | | | | | | | | | | |
Total intangibles | | $ | 10,761 | | | $ | (5,838 | ) | | $ | (43 | ) | | $ | 4,880 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| (amount in thousands) | | Gross
Carrying
Amount | | | Accumulated
Amortization | | | Foreign
Currency
Translation
Adjustment | | | Net | |
As of June 30, 2017 | | | | | | | | | | | | | | | | |
Software | | $ | 5,944 | | | $ | (3,850 | ) | | $ | — | | | $ | 2,094 | |
Customer relationships | | | 4,373 | | | | (606 | ) | | | (88 | ) | | | 3,679 | |
Backlog | | | 119 | | | | (51 | ) | | | (1 | ) | | | 67 | |
| | | | | | | | | | | | | | | | |
Total intangibles | | $ | 10,436 | | | $ | (4,507 | ) | | $ | (89 | ) | | $ | 5,840 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| (amount in thousands) | Gross
Carrying
Amount | | Accumulated
Amortization | | Foreign
Currency
Translation
Adjustment | | Net |
| As of June 25, 2021 | | | | | | | |
| Software | $ | 9,767 | | | $ | (6,632) | | | $ | — | | | $ | 3,135 | |
| Customer relationships | 4,373 | | | (3,195) | | | 58 | | | 1,236 | |
| Backlog | 119 | | | (119) | | | — | | | — | |
| Total intangibles | $ | 14,259 | | | $ | (9,946) | | | $ | 58 | | | $ | 4,371 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| (amount in thousands) | Gross
Carrying
Amount | | Accumulated
Amortization | | Foreign
Currency
Translation
Adjustment | | Net |
| As of June 26, 2020 | | | | | | | |
| Software | $ | 8,317 | | | $ | (5,577) | | | $ | — | | | $ | 2,740 | |
| Customer relationships | 4,373 | | | (2,691) | | | (110) | | | 1,572 | |
| Backlog | 119 | | | (119) | | | — | | | — | |
| Total intangibles | $ | 12,809 | | | $ | (8,387) | | | $ | (110) | | | $ | 4,312 | |
In connection with the acquisition of Fabrinet UK, the Company recorded $4.4 million of customer relationships and $0.1 million of backlog in the consolidated balance sheets. As of June
29, 2018,25, 2021 and June 26, 2020, the weighted-average remaining life of customer relationships
and backlog was
6.13.9 years and
0.94.6 years, respectively.
As of June 30, 2017, the weighted-average remaining life of customer relationships and backlog was 6.9 years and 1.6 years, respectively.The Company recorded amortization expense relating to intangibles of $1.7$1.5 million, $1.2$1.3 million and $0.1$1.2 million for the years ended June 29, 2018,25, 2021, June 30, 201726, 2020 and June 24, 2016,28, 2019, respectively.
AsBased on the carrying amount of intangibles as of June 29, 2018,25, 2021, and assuming no future impairment of the underlying assets, the estimated future amortization of intangible assets during each fiscal year was as follows:
| | | | |
| (amount in thousand) | | | |
2019 | | $ | 1,462 | |
2020 | | | 1,038 | |
2021 | | | 892 | |
2022 | | | 657 | |
2023 | | | 400 | |
Thereafter | | | 431 | |
| | | | |
Total | | $ | 4,880 | |
| | | | |
In connection with the acquisition
| | | | | |
| (amount in thousand) | |
| 2022 | $ | 1,614 | |
| 2023 | 1,159 | |
| 2024 | 821 | |
| 2025 | 545 | |
| Thereafter | 232 | |
| Total | $ | 4,371 | |
Table of Fabrinet UK, the Company recorded $3.8 million of goodwill in the consolidated balance sheets. | The | changes in the carrying amount of goodwill were as follows:
|
| | | | |
| (amount in thousands) | | Goodwill | |
Balance as of June 30, 2017 | | $ | 3,806 | |
Foreign currency translation adjustment | | | 22 | |
| | | | |
Balance as of June 29, 2018 | | $ | 3,828 | |
| | | | |
Goodwill is not deductible for tax purposes. Goodwill is reviewed annually for impairment or more frequently whenever changes or circumstances indicate the carrying amount of goodwill may not be recoverable. As of June 29, 2018, the Company performed the annual impairment test for goodwill, which indicated there was no goodwill impairment.
contents The Company’s total borrowings, including
short-termcurrent and
non-current portions of long-term borrowings, consisted of the following:
(
dollarsamount in thousands) | | | | | | | | | | | | | | | | |
Rate(1) | | Conditions | | | Maturity | | | As of
June 29, 2018 | | | As of
June 30, 2017 | |
Short-term borrowings: | | | | | | | | | | | | | | | | |
Revolving borrowing: | | | | | | | | | | | | | | | | |
LIBOR + 1.75% per annum | |
| Repayable in
1 to 6 months |
| | | July 2017 | (2) | | $ | — | | | $ | 34,000 | |
Short-term borrowings from bank: | | | | | | | | | | | | | | | | |
Bank of England base rate +1.85% per annum | |
| Repayable based on
credit terms of secured
accounts receivable |
| | | | | | | — | | | | 1,003 | |
Current portion of long-term borrowings | | | | | | | | | | | 3,250 | | | | 13,600 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | 3,250 | | | | 48,603 | |
Less: Unamortized debt issuance costs | | | | | | | | | | | — | | | | (201 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 3,250 | | | $ | 48,402 | |
| | | | | | | | | | | | | | | | |
Long-term borrowings: | | | | | | | | | | | | | | | | |
Term loan borrowing: | | | | | | | | | | | | | | | | |
LIBOR + 1.75% per annum | |
| Repayable in
quarterly installments |
| | | May 2019 | (2) | | $ | — | | | $ | 36,400 | |
LIBOR + 1.50% per annum | |
| Repayable in
quarterly installments |
| | | June 2023 | (2) | | | 64,188 | | | | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | 64,188 | | | | 36,400 | |
Less: Current portion | | | | | | | | | | | (3,250 | ) | | | (13,600 | ) |
Less:Unamortized debt issuance costs | | | | | | | | | | | — | | | | (99 | ) |
| | | | | | | | | | | | | | | | |
Non-current portion of long-term borrowings | | | | | | | | | | $ | 60,938 | | | $ | 22,701 | |
| | | | | | | | | | | | | | | | |
| (1) | LIBOR is London Interbank Offered Rate.
|
| (2) | In June 2018, the outstanding revolving and term loan borrowings were refinanced to one term loan borrowing and the maturity dates were extended from July 2017 and May 2019 to June 2023.
|
thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Rate | | Conditions | | Maturity | | As of June 25, 2021 | | As of June 26, 2020 |
| Long-term borrowings, current portion, net: | | | | | | | | |
| Long-term borrowings, current portion | | | | | | $ | 12,188 | | | $ | 12,188 | |
| Less: Unamortized debt issuance costs—current portion | | | | | | (32) | | | (32) | |
| Long-term borrowings, current portion, net | | | | | | $ | 12,156 | | | 12,156 | |
| Long-term borrowings, non-current portion, net: | | | | | | | | |
| Term loan borrowings: | | | | | | | | |
3-month LIBOR +1.35% per annum(1) | | Repayable in
quarterly installments | | June 2024 | | 39,609 | | | 51,797 | |
| Less: Current portion | | | | | | (12,188) | | | (12,188) | |
| Less: Unamortized debt issuance costs—non-current portion | | | | | | (63) | | | (95) | |
| Long-term borrowings, non-current portion, net | | | | | | $ | 27,358 | | | $ | 39,514 | |
(1)We have entered into interest rate swaps that effectively fix a series of our future interest payments on our term loans. Refer to Note 7.
The movements of long-term borrowings were as follows for the years ended June
29, 201825, 2021 and June
30, 2017: | | | | | | | | |
| | | Years ended | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | |
Opening net book amount | | $ | 36,400 | | | $ | 54,500 | |
Additional loan during the period | | | 39,000 | | | | — | |
Repayment during the period | | | (11,212 | ) | | | (18,100 | ) |
| | | | | | | | |
Closing net book amount | | $ | 64,188 | | | $ | 36,400 | |
| | | | | | | | |
| | | | | | | | | | | |
| Years ended |
| (amount in thousands) | June 25,
2021 | | June 26,
2020 |
| Opening balance | $ | 51,797 | | | $ | 60,938 | |
| Borrowings during the period | 0 | | | 60,938 | |
| Repayments during the period | (12,188) | | | (70,079) | |
| Closing balance | $ | 39,609 | | | $ | 51,797 | |
As of June
29, 2018,25, 2021, the future maturities of long-term borrowings during each fiscal year were as follows:
| | | | |
| (amount in thousand) | | | |
2019 | | $ | 3,250 | |
2020 | | | 3,250 | |
2021 | | | 3,250 | |
2022 | | | 3,250 | |
2023 | | | 51,188 | |
| | | | |
Total | | $ | 64,188 | |
| | | | |
| | | | | |
| (amount in thousand) | |
| 2022 | $ | 12,187 | |
| 2023 | 12,188 | |
| 2024 | 12,187 | |
| 2025 | 3,047 | |
| Total | $ | 39,609 | |
Credit
facilities:facilities agreements:
Bank of Ayudhya Public Company Limited
On August 20, 2019, Fabrinet Thailand (the “Borrower”) and Bank of Ayudhya Public Company Limited (the “Bank”) entered into a Credit Facility Agreement (the “Credit Facility Agreement”). The Credit Facility Agreement provides for a facility of 110.0 million Thai baht (approximately $3.6 million based on the applicable exchange rate as of September 27, 2019) and $160.9 million which may be used for, among other things, an overdraft facility, short-term loans against promissory notes, a letter of guarantee facility, a term loan facility and foreign exchange facilities. The Bank may approve any request for extension of credit under the Credit Facility Agreement and may increase or decrease any facility amount in its sole discretion.
Under the Credit Facility Agreement, on August 20, 2019, the Borrower and the Bank entered into a Term Loan Agreement pursuant to which the Borrower drew down on September 3, 2019 a term loan in the original principal amount of $60.9 million. The proceeds from the term loan, together with cash on hand, were used to repay outstanding obligations under the BofA Facility Agreement.
The term loan accrues interest at 3-month LIBOR plus 1.35% and is repayable in quarterly installments of $3.0 million, commencing on September 30, 2019. The term loan will mature on June 30, 2024. The Borrower may prepay the term loan in whole or in part at any time without premium or penalty. Any portion of the term loan repaid or prepaid may not be re-borrowed. During the year ended June 25, 2021, the Company recorded $0.7 million of interest expense in connection with this term loan.
Any borrowings under the Credit Facility Agreement, including those borrowings under the Term Loan Agreement, are guaranteed by Fabrinet and secured by land and buildings owned by the Borrower in the Pathumthani and Chonburi Provinces in Thailand.
The Term Loan Agreement contains affirmative and negative covenants applicable to the Borrower, including delivery of financial statements and other information, compliance with laws, maintenance of insurance, restrictions on granting security interests or liens on its assets, disposing of its assets, incurring indebtedness and making acquisitions. While the term loan is outstanding, the Borrower is required to maintain a loan to value of the mortgaged real property ratio of not greater than 65%. If the loan to value ratio is not maintained, the Borrower will be required to provide additional security or prepay a portion of the term loan in order to restore the required ratio. The Company is also required to maintain a debt service coverage ratio of at least 1.25 times and a debt to equity ratio less than or equal to 1.0 times. In the case of any payment of a dividend by the Company, its debt service coverage ratio must be at least 1.50 times. As of June 25, 2021, the Company was in compliance with all of its financial covenants under the Term Loan Agreement.
The events of default in the Term Loan Agreement include failure to pay amounts due under the Term Loan Agreement or the related finance documents when due, failure to comply with the covenants under the Term Loan Agreement or the related finance documents, cross default with other indebtedness of the Borrower, events of bankruptcy or insolvency in respect of the Borrower, and the occurrence of any event or series of events that in the opinion of the Bank has or is reasonably likely to have a material adverse effect.
As of June 25, 2021, there was $39.6 million outstanding under the term loan.
Bank of America, N.A.
On May 22, 2014, the Company and a consortium of banks entered into a syndicated senior credit facility agreement
(the “Facility Agreement”) with a consortium of banks on May 22, 2014. The Facility Agreement, led by Bank of America
(the “BofA Facility Agreement”). The BofA Facility Agreement provided for a $200.0 million credit line, comprised of a $150.0 million revolving loan facility and a $50.0 million delayed draw term loan facility.
The revolving loan facility contains an accordion feature permitting Fabrinet to request an increase in the facility up to $100.0 million subject to customary terms and conditions and provided that no default or event of default exists at the time of request.On February 26, 2015, the Company entered into the Second Amendment to the Facility Agreement. The amendment extended the availability period for draws on the term loan facility from May 21, 2015 to July 31, 2015. It also allowed the Company, upon the satisfaction of certain conditions, to designate from
From time to time,
one or more of its subsidiaries as borrowersthe Company amended the BofA Facility Agreement, before repaying all outstanding amounts under the
Facility Agreement. On July 31, 2015, the Company entered into the Third Amendment to the Facility Agreement. The amendment extended the availability period for drawsagreement and terminating such agreement on
the term loan facility from July 31, 2015 to July 31, 2016. On July 22, 2016, the Company entered into the Fourth Amendment to the Facility Agreement to change the timing of filing certain financial information with the bank.The Company fully drew down the term loan facility of $50.0 million in fiscal year 2016. As of June 30, 2017, $34.0 million of revolving borrowing and $36.4 million of term loan borrowing was outstanding under the Facility Agreement. Borrowings under the revolving credit facility are classified as current liabilities in the audited consolidated balance sheet as the Company has the periodic option to renew or pay, all or a portion of, the outstanding balance at the end of the maturity date, which is in the range of one to six months, without premium or penalty, upon notice to the administrative agent.
Loans under the Facility Agreement bear interest, at Fabrinet’s option, at a rate per annum equal to a LIBOR rate plus a spread of 1.75% to 2.50%, or a base rate, determined in accordance with the Facility Agreement, plus a spread of 0.75% to 1.50%, in each case with such spread determined based on Fabrinet’s consolidated total leverage ratio for the preceding four fiscal quarter period. Interest is due and payable quarterly in arrears for loans bearing interest at the base rate and at the end of an interest period (or at each three-month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the LIBOR rate.
Fabrinet’s obligations under the Facility Agreement are guaranteed by certain of its existing and future direct material subsidiaries. In addition, the Facility Agreement is secured by Fabrinet’s present and future accounts receivable, deposit accounts and cash, and a pledge of the capital stock of certain of Fabrinet’s direct subsidiaries. Fabrinet is required to maintain at least $40.0 million of cash, cash equivalents, and marketable securities at financial institutions located in the United States. Further, Fabrinet is required to maintain any of its deposits accounts or securities accounts with balances in excess of $10.0 million in a jurisdiction where a control agreement, or the equivalent under the local law, can be effected.
The Facility Agreement contains customary affirmative and negative covenants. Negative covenants include, among other things, limitations on liens, indebtedness, investments, mergers, sales of assets, changes in the nature of the business, dividends and distributions, affiliate transactions and capital
September 10, 2019. expenditures. The Facility Agreement contains financial covenants requiring Fabrinet to maintain: (i) a minimum tangible net worth of not less than $200.0 million plus 50% of quarterly net income, exclusive of quarterly losses; (ii) a minimum debt service coverage ratio of not less than 1.50:1.00; (iii) a maximum senior leverage ratio of not more than 2.50:1.00; and (iv) a minimum quick ratio of not less than 1.10:1.00. Each of these financial covenants is calculated on a consolidated basis for the consecutive four fiscal quarter period then ended.
The Facility Agreement also contains customary events of default including, among other things, payment defaults, breaches of covenants or representations and warranties, cross-defaults with certain other indebtedness, bankruptcy and insolvency events and change in control of Fabrinet, subject to grace periods in certain instances. Upon an event of default, the lenders may terminate their commitments, declare all or a portion of the outstanding obligations payable by Fabrinet to be immediately due and payable and exercise other rights and remedies provided for under the Facility Agreement.
On June 4, 2018, the Company entered into the Fifth Amendment to the Facility Agreement to (i) reduce the revolving commitments thereunder from $150.0 million to $25.0 million, (ii) extend the termination date of the revolving commitments from May 22, 2019 to June 4, 2023, (iii) refinance the then-existing term loan and revolving loans under the Facility Agreement into a $65.0 million term loan and (iv) reduce the applicable interest rate margins and commitment fees. Term loans shall be repaid in quarterly installments, beginning on June 30, 2018, with the remaining outstanding principal and accrued and unpaid interest being due and payable on June 4, 2023. After giving effect to the amendment, $65.0 million aggregate principal amount of term loans and no revolving loans were outstanding under the Facility Agreement. In addition, the Fifth Amendment to the Facility Agreement contains an accordion feature permitting the Company to request an increase in the revolving loan facility to provide up to an aggregate of $200.0 million in additional commitments, subject to customary terms and conditions, and provided that no default or event of default exists at the time of such request. The Fifth Amendment is considered debt extinguishment of which the Company recognized interest expenses of $0.1 million from remaining unamortized debt issuance costs in consolidated statements of operations and comprehensive income. As of June 29, 2018, $64.2 million aggregate principal amount of term loans and no revolving loans were outstanding under the Facility Agreement.
After the Fifth Amendment, loans under the Facility Agreement bear interest, at Fabrinet’s option, at a rate per annum equal to a LIBOR rate plus a spread of 1.50% to 2.25%, or a base rate plus a spread of 0.50% to 1.25%, determined in accordance with the Facility Agreement in each case with such spread determined based on Fabrinet’s consolidated total leverage ratio for the preceding four fiscal quarter period.
Fabrinet’s obligations under the Facility Agreement are guaranteed by certain of its existing and future material direct subsidiaries. In addition, the Facility Agreement is secured by Fabrinet’s present and future accounts receivable, deposit accounts and cash, and a pledge of the capital stock of certain of Fabrinet’s direct subsidiaries. Fabrinet is required to maintain at least $40.0 million of cash, cash equivalents, and marketable securities at financial institutions located in the United States. Further, Fabrinet is required to maintain any of its deposits accounts or securities accounts with balances in excess of $20.0 million in a jurisdiction where a control agreement, or the equivalent under the local law, can be effected.
Moreover, the Fifth Amendment of Facility Agreement amends customary affirmative and negative covenants. Negative covenants include, among other things, limitations on liens, indebtedness, investments, mergers, sales of assets, changes in the nature of the business, dividends and distributions, affiliate transactions and capital expenditures. The Facility Agreement contains financial covenants requiring Fabrinet to maintain: (1) a minimum tangible net worth of not less than $338.0 million plus 50% of quarterly net income after June 30, 2018, exclusive of quarterly losses; (2) a minimum debt service coverage ratio of not less than 1.50:1.00; (3) a maximum total leverage ratio of not more than 2.50:1.00; and (4) a minimum quick ratio of not less than 1.10:1.00. Each of these financial covenants is calculated on a consolidated basis for the consecutive four fiscal quarter period then ended. As of June 29, 2018, the Company was in compliance with all covenants under the Facility Agreement.
Fabrinet intends to use the proceeds of the credit line to finance its future expansion in the United States and Thailand, and for general corporate purposes including mergers and acquisitions of complementary manufacturing businesses or technology, although Fabrinet has no current commitments with respect to any such acquisitions.
On July 24, 2017, the Company entered into an interest rate swap agreement (the “Swap Agreement”), which the Company did not designate as hedging instruments. The Swap Agreement was used to mitigate interest rate risk and improve the interest rate profile of the Company’s debt obligations. The terms of the Swap Agreement effectively converted the floating interest rate of the term loans under the Facility Agreement to the fixed interest rate of 1.55% per annum through maturity of the term loan in May 2019. On June 4, 2018, the Company terminated the Swap Agreement in connection with entering into the Fifth Amendment to the Facility Agreement. During the year ended June 29, 2018,26, 2020, the Company included a net gainrecorded $0.5 million of $0.1 million from the settlement of the Swap Agreement as interest expensesexpense in the consolidated statements of operations and comprehensive income.
Short-term borrowings from bank
In connection with the acquisition of Fabrinet UK in the first quarter of fiscal year 2017, the Company assumed a secured borrowing agreement. In the first quarter of fiscal year 2018,this term loan.
On September 10, 2019, the Company fully repaid these short-term loans$61.0 million in principal, accrued interest and sent a notification letter toother fees under the bank to terminateagreement. The early termination of this secured borrowing agreement. As a result, the bank released secured trade accounts receivable and the way chattels mortgage over the plant and machineagreement did not trigger any early termination fees.
16.Severance liabilities
The following table provides information regarding severance liabilities:
| | | | | | | | |
| (amount in thousands) | | As of
June 29,
2018 | | | As of
June 30,
2017 | |
Balance, beginning of the fiscal year | | $ | 8,488 | | | $ | 6,684 | |
Charged to selling, general and administrative expenses in the consolidated statements of operations and comprehensive income | | | 1,674 | | | | 1,804 | |
| | | | | | | | |
Balance, end of the fiscal year | | $ | 10,162 | | | $ | 8,488 | |
| | | | | | | | |
| | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25,
2021 | | June 26,
2020 |
| Changes in severance liabilities | | | |
| Balance, beginning of the fiscal year | $ | 17,673 | | | $ | 15,473 | |
| Current service cost | $ | 1,627 | | | $ | 1,907 | |
| Interest cost | 515 | | | 462 | |
| Benefit paid | (1,198) | | | (48) | |
| Actuarial(gain)loss on obligation | 1,129 | | | (117) | |
| Foreign currency translation | 36 | | | (4) | |
| Balance, end of the fiscal year | $ | 19,782 | | | $ | 17,673 | |
| Changes in plan assets | | | |
| Balance, beginning of the fiscal year | $ | 294 | | | $ | 317 | |
| Actual return on plan assets | $ | 19 | | | $ | (34) | |
| Employer contributions | 43 | | | 18 | |
| Benefit paid | (34) | | | 0 | |
| Foreign currency translation | 34 | | | (7) | |
| Balance, end of the fiscal year | $ | 356 | | | $ | 294 | |
| Underfunded status | $ | (19,426) | | | $ | (17,379) | |
The amount recognized in the consolidated balance sheets under
non-current liabilities
wasand non-current assets were determined as follows:
| | | | | | | | |
| (amount in thousands) | | As of
June 29,
2018 | | | As of
June 30,
2017 | |
Present value of defined benefit obligation | | $ | 10,162 | | | $ | 8,488 | |
| | | | | | | | |
Total | | $ | 10,162 | | | $ | 8,488 | |
| | | | | | | | |
| | | | | | | | | | | |
| (amount in thousands) | As of June 25,
2021 | | As of June 26,
2020 |
| Non-current assets | $ | 59 | | | $ | 0 | |
| Non-current liabilities | $ | 19,485 | | | $ | 17,379 | |
The amount recognizedfollowing table provides information regarding accumulated benefit obligations:
| | | | | | | | | | | |
| (amount in thousands) | As of June 25,
2021 | | As of June 26,
2020 |
| Accumulated benefit obligations | $ | 13,581 | | | $ | 11,864 | |
The following table sets forth the plan assets at fair value as of June 25, 2021 and June 26, 2020.
| | | | | | | | | | | | | | | | | |
| (amount in thousands) | | | Fair value measurement as of June 25, 2021 |
| Total | | Significant
Observable
Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
| Assets: | | | | | |
Other(1) | $ | 356 | | | $ | 211 | | | $ | 145 | |
| Total Assets | $ | 356 | | | $ | 211 | | | $ | 145 | |
| | | | | | | | | | | | | | | | | |
| (amount in thousands) | | | Fair value measurement as of June 26, 2020 |
| Total | | Significant
Observable
Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
| Assets: | | | | | |
Other(1) | $ | 294 | | | $ | 160 | | | $ | 134 | |
| Total Assets | $ | 294 | | | $ | 160 | | | $ | 134 | |
(1)The “Other” category represents the bid value of the trustees’ insurance policy held with Old Mutual Wealth and the value of assets held with Royal London.
The Trustees have chosen to invest in the consolidated statementsfollowing funds:
| | | | | | | | | | | |
| % of Total |
| Fund | As of June 25,
2021 | | As of June 26,
2020 |
| Old Mutual Wealth Invesco Perpetual High Income | 0 | % | | 38 | % |
| Old Mutual Wealth Creation Balanced Portfolio | 59 | % | | 17 | % |
| Royal London Deposit Administration | 41 | % | | 45 | % |
The Old Mutual Wealth assets are administered on unit-linked principles and allow access to a range of operationsfunds; these have been treated as Level 2 fair value measurement.
The Royal London assets are administered on a deposit administration basis. This is similar to a with profits fund but with a lower exposure to the stock market. The policy is invested in a mix of assets, mainly UK Government bonds and
comprehensive income wasCorporate bonds, the returns of which are smoothed over time. These assets are considered as
follows: | | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
Current service cost | | $ | 1,751 | | | $ | 1,451 | | | $ | 842 | |
Interest cost | | | 295 | | | | 213 | | | | 203 | |
Benefit paid | | | (3,212 | ) | | | — | | | | (11 | ) |
Curtailment gain | | | 707 | | | | — | | | | — | |
Actuarial loss on obligation | | | 2,133 | | | | 140 | | | | 173 | |
| | | | | | | | | | | | |
Total | | $ | 1,674 | | | $ | 1,804 | | | $ | 1,207 | |
| | | | | | | | | | | | |
unobservable inputs and have been treated as Level 3 fair value measurement because the fair value of which is based on the previous year end observable value and other unobservable inputs such as declared rates of bonus plus an enhancement on the policy for this scheme.
The principal actuarial assumptions used were as follows:
Weighted average actuarial assumptions used to determine severance liabilities
| | | | | | | | | | | | | | | | | |
| | Years Ended | |
| June 25, 2021 | | June 29, 201826, 2020 | | June 30, 2017 | | | June 24, 2016 | 28, 2019 |
Discount rate | 0.2% - 2.9% | 2.5% | 0.4% - 3.7%3.1% | | | 1.93% - 3.6% | | | | 2.0%2.3% - 3.2% | |
Future salary increases | | 3.5% - 10.0% | | | 3.5% - 10.0% | | | | 4.1%3.5% - 10.0% | |
15. | Share-based compensation
|
Weighted average actuarial assumptions used to determine benefit costs
| | | | | | | | | | | | | | | | | |
| Years Ended |
| June 25, 2021 | | June 26, 2020 | | June 28, 2019 |
| Discount rate | 0.4% - 3.1% | | 2.3% - 3.2% | | 2.5% - 3.7% |
| Expected long-term rate of return on assets | 2.3% | | 2.1% | | 1.6% |
17.Share-based compensation Share-based compensation
In determining the grant date fair value of share option awards, the Company is required to make estimates of expected dividends to be issued, expected volatility of Fabrinet’s ordinary shares, expected forfeitures of the awards, risk free interest rates for the expected term of the awards and expected terms of the awards. Forfeitures are estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures differ from those estimates. The grant date fair value of restricted share units and performance share units is based on the market value of our ordinary shares on the date of grant.
The effect of recording share-based compensation expense for the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 201628, 2019 was as follows:
| | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
Share-based compensation expense by type of award: | | | | |
Share options | | $ | — | | | $ | — | | | $ | 16 | |
Restricted share units | | | 17,143 | | | | 22,412 | | | | 9,911 | |
Performance share units | | | 5,438 | | | | 4,095 | | | | — | |
| | | | | | | | | | | | |
Total share-based compensation expense | | | 22,581 | | | | 26,507 | | | | 9,927 | |
Tax effect on share-based compensation expense | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Net effect on share-based compensation expense | | $ | 22,581 | | | $ | 26,507 | | | $ | 9,927 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
| Share-based compensation expense by type of award: | | | | | |
| Restricted share units | $ | 16,725 | | | $ | 16,555 | | | $ | 14,691 | |
| Performance share units | 8,737 | | | 5,648 | | | 2,466 | |
| Total share-based compensation expense | 25,462 | | | 22,203 | | | 17,157 | |
| Tax effect on share-based compensation expense | 0 | | | 0 | | | 0 | |
| Net effect on share-based compensation expense | $ | 25,462 | | | $ | 22,203 | | | $ | 17,157 | |
Share-based compensation expense was recorded in the consolidated statements of operations and comprehensive income as follows:
| | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
Cost of revenue | | $ | 6,784 | | | $ | 5,318 | | | $ | 1,979 | |
Selling, general and administrative expense | | | 15,797 | | | | 21,189 | | | | 7,948 | |
| | | | | | | | | | | | |
Total share-based compensation expense | | $ | 22,581 | | | $ | 26,507 | | | $ | 9,927 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
| Cost of revenue | $ | 6,185 | | | $ | 6,098 | | | $ | 5,656 | |
| Selling, general and administrative expense | 19,277 | | | 16,105 | | | 11,501 | |
| Total share-based compensation expense | $ | 25,462 | | | $ | 22,203 | | | $ | 17,157 | |
The Company did not capitalize any share-based compensation expense as part of any asset costs during the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 2016.28, 2019.
Share-based award activity
Fabrinet maintains
On December 12, 2019, the following equity incentive plans: the Amended and Restated 1999 Share OptionCompany’s shareholders approved Fabrinet’s 2020 Equity Incentive Plan (the “1999“2020 Plan”),. Upon the approval of the 2020 Plan, Fabrinet’s Amended and Restated 2010 Performance Incentive Plan (the “2010 Plan”) was simultaneously terminated. The 2020 Plan provides for the grant of equity awards thereunder with respect to (i) 1,700,000 ordinary shares, plus (ii) up to 1,300,000 ordinary shares that, as of immediately prior to the termination of the 2010 Plan, had been reserved but not issued pursuant to any awards granted under the 2010 Plan and are not subject to any awards thereunder. Upon termination of the 2010 Plan, 1,281,619 ordinary shares were reserved for issuance under the 2020 Plan pursuant to clause (ii) of the preceding sentence. As of June 25, 2021, there were 238,302 restricted share units outstanding, 188,554 performance share units outstanding and 2,508,074 ordinary shares available for future grant under the 2020 Plan.
As of June 25, 2021, there were 391,409 restricted share units outstanding and 238,474 performance share units outstanding under the 2010 Plan. NaN ordinary shares are available for future grant under the 2010 Plan.
On November 2, 2017, the Company adopted the 2017 Inducement Equity Incentive Plan (the “2017 Inducement Plan”)
. The 1999 Plan, 2010 Plan and 2017 Inducement Plan are collectively referred to as the “Share Option Plans”.As of June 29, 2018, there were no outstanding equity awards under the 1999 Plan, and no additional grants may be made under the 1999 Plan.
On December 14, 2017, Fabrinet’s shareholders adopted amendments to the 2010 Plan to increase the number of ordinary shares authorized for issuance under the 2010 Plan by 2,100,000 shares. As of June 29, 2018, there were an aggregate of 2,900 share options outstanding, 1,024,927 restricted share units outstanding and 508,586 performance share units outstanding under the 2010 Plan. As of June 29, 2018, there were 2,426,271 ordinary shares available for future grant under the 2010 Plan.
On November 2, 2017, Fabrinet adopted the 2017 Inducement Plan with a reserve of 160,000 ordinary shares authorized for future issuance solely for the granting of inducement share options and equity awards to new employees. The 2017 Inducement Plan was adopted without shareholder approval in reliance on the “employment inducement exemption” provided under the New York Stock Exchange Listed Company Manual. As of June 29, 2018,25, 2021, there were an aggregate of 48,65312,164 restricted share units outstanding and 97,306 performance share units outstanding under the 2017 Inducement Plan. As of June 29, 2018, there were 14,041111,347 ordinary shares available for future grant under the 2017 Inducement Plan.
Share options
Share options have been granted
The 2020 Plan, 2010 Plan and 2017 Inducement Plan are collectively referred to directors and employees. Fabrinet’s board of directors hasas the authority to determine the type of option and the number of shares subject to an option. Options generally vest and become exercisable over four years and expire, if not exercised, within seven years of the grant date. In the case of a grantee’s first grant, 25 percent of the underlying shares vest 12 months after the vesting commencement date and 1/48 of the underlying shares vest monthly over each of the subsequent 36 months. In the case of any additional grants to a grantee, 1/48 of the underlying shares vest monthly over four years, commencing one month after the vesting commencement date.“Equity Incentive Plans.”
The following table summarizes share option activity:
| | | | | | | | | | | | | | | | |
| | | Number of
Shares | | | Number of
Exercisable
Options | | | Weighted-
Average
Exercise Price | | | Weighted-
Average Grant
Date Fair Value | |
Balance as of June 26, 2015 | | | 792,019 | | | | 758,451 | | | $ | 16.33 | | | | | |
Granted | | | — | | | | | | | | — | | | | — | |
Exercised | | | (325,530 | ) | | | | | | $ | 16.83 | | | | | |
Forfeited | | | (755 | ) | | | | | | $ | 17.10 | | | | | |
Expired | | | (1,400 | ) | | | | | | $ | 23.62 | | | | | |
| | | | | | | | | | | | | | | | |
Balance as of June 24, 2016 | | | 464,334 | | | | 464,334 | | | $ | 15.95 | | | | | |
Granted | | | — | | | | | | | | — | | | | — | |
Exercised | | | (367,641 | ) | | | | | | $ | 16.02 | | | | | |
Forfeited | | | — | | | | | | | | — | | | | | |
Expired | | | (5 | ) | | | | | | $ | 5.75 | | | | | |
| | | | | | | | | | | | | | | | |
Balance as of June 30, 2017 | | | 96,688 | | | | 96,688 | | | $ | 15.70 | | | | | |
Granted | | | — | | | | | | | | — | | | | — | |
Exercised | | | (92,288 | ) | | | | | | $ | 15.56 | | | | | |
Forfeited | | | — | | | | | | | | — | | | | | |
Expired | | | (1,500 | ) | | | | | | $ | 25.50 | | | | | |
| | | | | | | | | | | | | | | | |
Balance as of June 29, 2018 | | | 2,900 | | | | 2,900 | | | $ | 15.16 | | | | | |
| | | | | | | | | | | | | | | | |
Expected to vest as of June 29, 2018 | | | 2,900 | | | | | | | $ | 15.16 | | | | | |
| | | | | | | | | | | | | | | | |
The fair value of each share option grant was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment and management estimate to determine.
The total fair value of share options vested during the years ended June 29, 2018, June 30, 2017 and June 24, 2016 was nil, nil and $0.2 million, respectively. The total intrinsic value of options exercised during the years ended June 29, 2018, June 30, 2017 and June 24, 2016 was $2.0 million, $8.9 million and $3.6 million, respectively. In conjunction with these exercises, there was no tax benefit realized by the Company due to the fact that it is exempted from income tax. The amount of cash received from the exercise of share options was $1.4 million during the year ended June 29, 2018.
Valuation Method—The Company estimated the fair value of the Company’s ordinary shares to be used in the BSM by taking into consideration a number of assumptions, as discussed below.
Expected Dividend—The Company used zero as an annualized dividend yield since it did not anticipate paying any cash dividends in the near future.
Expected Volatility – The Company determined the expected volatility based on the Company’s historical volatility over the last four years.
Risk-Free Interest Rate—The Company based the risk-free interest rate on the implied yield currently available on U.S. Treasuryzero-coupon issues with a remaining term equivalent to the expected term of the option.
Expected Term—Expected terms used in the BSM represent the periods that the company’s share options are expected to be outstanding and are determined based on the Company’s historical experience of similar awards, giving consideration to the contractual terms of the share options, vesting schedules and expectations of future employee behavior.
Vesting Period—Fabrinet’s share options generally vest and become exercisable over a four-year period, and expire seven years from the date of grant. For an initial grant, 25 percent of the underlying shares subject to
an option vest 12 months after the vesting commencement date and 1/48 of the underlying shares vest monthly over each of the subsequent 36 months. In the case of any additional grants to an optionee, 1/48 of the underlying shares subject to an option vest monthly over four years, commencing one month after the vesting commencement date.
Fair Value—The fair value of Fabrinet’s share options granted to employees was estimated using the weighted-average for each assumption of expected volatility, risk-free rate of return, and expected term.
The following table summarizes information for share options outstanding as of June 29, 2018:
| | | | | | | | | | | | | | | | |
| | | Number of
Shares
Underlying
Options | | | Exercise
Price Per
Share | | | Weighted Average
Remaining
Contractual Life
(years) | | | Aggregate
Intrinsic Value
(amount in thousands) | |
| | | 2,900 | | | $ | 15.16 | | | | 0.13 | | | | | |
| | | | | | | | | | | | | | | | |
Options outstanding | | | 2,900 | | | | | | | | 0.13 | | | $ | 63 | |
| | | | | | | | | | | | | | | | |
Options exercisable | | | 2,900 | | | | | | | | 0.13 | | | $ | 63 | |
| | | | | | | | | | | | | | | | |
Expected to vest as of June 29, 2018 | | | 2,900 | | | | | | | | 0.13 | | | $ | 63 | |
| | | | | | | | | | | | | | | | |
As of June 29, 2018, there was no unrecognized compensation cost under the Share Option Plans.
Restricted share units and performance share units
Restricted share units and performance share units have been granted under the
2010 Plan and the 2017 Inducement Plan.Equity Incentive Plans.
Restricted share units granted to employees generally vest in equal installments over three or four years on each anniversary of the vesting commencement date. Restricted share units granted tonon-employee directors generally cliff vest 100% on the first of January, approximately one year from the grant date, provided the director continues to serve through such date. Performance share units granted to executives will vest, if at all, at the end of atwo-year performance period based on the Company’s achievement ofpre-defined performance criteria, which consist of revenue and non-U.S. GAAP gross
margin or operating margin targets. The actual number of performance share units that may vest at the end of the performance period ranges from 0% to 100% of the award grant.
The Company has entered into an employment agreement, as amended on August 12, 2016, with one executive of the Company that provided for accelerated vesting of equity awards under certain circumstances. Pursuant to such agreement, because the executive’s employment with the Company continued through February 20, 2017, (1) all outstanding equity awards granted to the executive prior to August 2016 became 100% vested on February 20, 2017 and (2) certain restricted share units granted to the executive in August 2016 became 100% vested on February 20, 2017.
The following table summarizes restricted share unit activity under the 2010 Plan and 2017 Inducement Plan:
| | | | | | | | |
| | | Number of
Shares | | | Weighted-
Average Grant
Date Fair Value
Per Share | |
Balance as of June 26, 2015 | | | 1,140,927 | | | $ | 16.03 | |
Granted | | | 654,589 | | | $ | 21.15 | |
Issued | | | (507,621 | ) | | $ | 15.60 | |
Forfeited | | | (106,493 | ) | | $ | 18.34 | |
| | | | | | | | |
Balance as of June 24, 2016 | | | 1,181,402 | | | $ | 18.34 | |
Granted | | | 861,356 | | | $ | 38.95 | |
Issued | | | (853,535 | ) | | $ | 21.16 | |
Forfeited | | | (130,618 | ) | | $ | 29.31 | |
| | | | | | | | |
Balance as of June 30, 2017 | | | 1,058,605 | | | $ | 31.59 | |
Granted | | | 552,637 | | | $ | 35.95 | |
Issued | | | (436,867 | ) | | $ | 27.81 | |
Forfeited | | | (100,795 | ) | | $ | 33.62 | |
| | | | | | | | |
Balance as of June 29, 2018 | | | 1,073,580 | | | $ | 35.19 | |
| | | | | | | | |
Expected to vest as of June 29, 2018 | | | 1,012,791 | | | $ | 34.87 | |
| | | | | | | | |
Equity Incentive Plans:
| | | | | | | | | | | |
| Number of
Shares | | Weighted-
Average Grant
Date Fair Value
Per Share |
| Balance as of June 29, 2018 | 1,073,580 | | | $ | 35.19 | |
| Granted | 391,328 | | | $ | 50.02 | |
| Issued | (515,482) | | | $ | 34.18 | |
| Forfeited | (148,675) | | | $ | 38.42 | |
| Balance as of June 28, 2019 | 800,751 | | | $ | 42.48 | |
| Granted | 367,088 | | | $ | 50.87 | |
| Issued | (335,355) | | | $ | 40.98 | |
| Forfeited | (34,727) | | | $ | 44.59 | |
| Balance as of June 26, 2020 | 797,757 | | | $ | 46.88 | |
| Granted | 230,759 | | | $ | 70.53 | |
| Issued | (358,508) | | | $ | 45.39 | |
| Forfeited | (28,133) | | | $ | 57.86 | |
| Balance as of June 25, 2021 | 641,875 | | | $ | 55.74 | |
| Expected to vest as of June 25, 2021 | 524,218 | | | $ | 55.98 | |
The following table summarizes performance share unit activity under the
2010 Plan and 2017 Inducement Plan: | | | | | | | | |
| | | Number of
Shares | | | Weighted-
Average Grant
Date Fair Value
Per Share | |
Balance as of June 24, 2016 | | | — | | | | — | |
Granted | | | 234,678 | | | $ | 40.48 | |
Issued | | | — | | | | — | |
Forfeited | | | (7,410 | ) | | | — | |
| | | | | | | | |
Balance as of June 30, 2017 | | | 227,268 | | | $ | 40.48 | |
Granted | | | 378,624 | | | $ | 37.16 | |
Issued | | | — | | | | — | |
Forfeited | | | — | | | | — | |
| | | | | | | | |
Balance as of June 29, 2018 | | | 605,892 | | | $ | 38.41 | |
| | | | | | | | |
Expected to vest as of June 29, 2018 | | | 285,280 | | | $ | 33.98 | |
| | | | | | | | |
Equity Incentive Plans:
| | | | | | | | | | | |
| Number of
Shares | | Weighted-
Average Grant
Date Fair Value
Per Share |
| Balance as of June 29, 2018 | 605,892 | | | $ | 38.41 | |
| Granted | 201,994 | | | $ | 48.02 | |
| Issued | (227,268) | | | 40.48 | |
| Forfeited | (32,118) | | | 40.47 | |
| Balance as of June 28, 2019 | 548,500 | | | $ | 40.97 | |
| Granted | 242,310 | | | $ | 48.65 | |
| Issued | 0 | | | $ | 0 | |
| Forfeited | (350,670) | | | $ | 36.99 | |
| Balance as of June 26, 2020 | 440,140 | | | $ | 48.37 | |
| Granted | 184,718 | | | $ | 69.85 | |
| Issued | (82,185) | | | 48.02 | |
| Forfeited | (115,645) | | | $ | 48.02 | |
| Balance as of June 25, 2021 | 427,028 | | | $ | 57.82 | |
| Expected to vest as of June 25, 2021 | 388,864 | | | $ | 58.72 | |
The fair value of restricted share units and performance share units is based on the market value of our ordinary shares on the date of grant.
The total fair value of restricted share units and performance share units vested during the
yearyears ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 201628, 2019 was
$12.2$22.1 million,
$18.1$13.7 million and
$7.9$26.8 million, respectively. The aggregate intrinsic value of restricted share units
and performance share units outstanding as of June
29, 201825, 2021 was
$39.6$101.9 million.
As of June 29, 2018,25, 2021, there was $14.2$10.2 million and $1.0$7.3 million of unrecognized share-based compensation expense related to restricted share units and performance share units, respectively, under the 2010 Plan and the 2017 Inducement PlanEquity Incentive Plans that is expected to be recorded over a weighted-average period of 2.62.3 years and 1.01.1 years, respectively.
For the years ended June
29, 201825, 2021 and June
30, 2017,26, 2020, the Company withheld an aggregate of
145,918163,615 shares and
37,12694,141 shares, respectively, upon the vesting of restricted share units, based upon the closing share price on the vesting date to settle the employees’ minimum statutory obligation for the applicable income and other employment taxes. For
fiscal year 2018the years ended June 25, 2021 and
fiscal year 2017,June 26, 2020, the Company then remitted cash of
$5.5$11.6 million and
$1.4$4.9 million, respectively, to the appropriate taxing authorities, and presented it as a financing activity within the consolidated statements of cash flows. The payment had the effect
on shares issued by the Company as it reducedof reducing the number of shares that
the Company would have
been issued on the vesting date and was recorded as a reduction of additional
paid-in capital.
16. | Employee benefit plans
|
18.Employee benefit plans
Employee contribution plan
The Company operates a defined contribution plan, known as a provident fund, in its subsidiaries in Thailand and the United Kingdom. The assets of these plans are in separate trustee-administered funds. The provident fund is funded by matching payments from employees and by the subsidiaries on a monthly basis. Current contributions to the provident fund are accrued and paid to the fund manager on a monthly basis. The Company’s contributions to the provident fund amounted to
$4.2$6.0 million,
$3.6$5.5 million and
$2.8$4.8 million during the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 2016,28, 2019, respectively.
The Company sponsors the Fabrinet U.S. 401(k) Retirement Plan (“401(k) Plan”), a Defined Contribution Plan under ERISA, at its subsidiaries in the United States which provides retirement benefits for eligible employees through tax deferred salary deductions. The 401(k) Plan allows employees to contribute up to 80% of their annual compensation, subject to annual contributions limits established by the Internal Revenue Service. The Company provides for a 100% match of employees’ contributions to the 401(k) Plan up to the first 6% of annual compensation. All matching contributions are made in cash and vest immediately. The Company’s matching contributions to the 401(k) Plan were
$0.8 million, $0.7 million
$0.6 million and
$0.5$0.8 million during the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 2016,28, 2019, respectively.
Executive incentive plan and employee performance bonuses
For the years ended June
29, 201825, 2021 and June
30, 2017,26, 2020, the Company maintained an executive incentive plan with quantitative objectives, based on achieving certain revenue and
non-GAAP non-U.S. GAAP operating margin or gross margin targets.
For the year ended June 24, 2016, the Company maintained an executive incentive plan with quantitative objectives, based on achieving certain revenue andnon-GAAP earnings per share targets as well as qualitative objectives, based on achieving individual performance goals. During the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 2016,28, 2019, discretionary merit-based bonus awards were also available to Fabrinet’s
non-executive employees.
Bonus distributions to employees were
$4.0$8.9 million,
$7.6$8.7 million and
$7.5$7.6 million for the years ended June
29, 2018,25, 2021, June
30, 201726, 2020 and June
24, 2016,28, 2019, respectively.
19.Shareholders’ equity
Fabrinet’s authorized share capital is 500,000,000 ordinary shares, par value of $0.01 per ordinary share, and 5,000,000 preferred shares, par value of $0.01 per preferred share.
For the year ended June 29, 2018,25, 2021, Fabrinet issued 92,288277,078 ordinary shares upon the exercisevesting of options, for cash consideration at a weighted average exercise pricerestricted share units and performance share units, net of $15.56 pershares withheld.
For the year ended June 26, 2020, Fabrinet issued 241,214 ordinary shares upon the vesting of restricted share units and 290,949performance share units, net of shares withheld.
For the year ended June 28, 2019, Fabrinet issued 507,020 ordinary shares upon the vesting of restricted share units, net of shares withheld.
For the year ended June 30, 2017, Fabrinet issued 367,641 ordinary shares upon the exercise of options, for cash consideration at a weighted average exercise price of $16.02 per share, and 816,409 ordinary shares upon the vesting of restricted share units, net of shares withheld.
For the year ended June 24, 2016, Fabrinet issued 325,530 ordinary shares upon the exercise of options, for cash consideration at a weighted average exercise price of $16.83 per share, and 393,262 ordinary shares upon the vesting of restricted share units, net of shares withheld.
All such issued shares are fully paid.
In August 2017, the Company’s board of directors approved a share repurchase program to permit the Company to repurchase up to $30.0 million worth of its issued and outstanding ordinary shares in the open market in accordance with applicable rules and regulations. In February 2018, May 2019 and August 2020, the Company’s board of directors approved aan increase of $30.0 million, increase$50.0 million and 58.5 million, respectively, to the original share repurchase authorization. authorization, bringing the aggregate authorization to $168.5 million.
During the year ended June 29, 2018, 1,289,10325, 2021, the Company repurchased 239,486 shares were repurchased under the program at an average price per share (excluding other direct costs) of $32.89$78.66, totaling $42.4$18.8 million. As of June 29, 2018,25, 2021, the Company had a
remaining authorization to
purchaserepurchase up to
an additional $17.6$81.2 million
worth of its ordinary shares under the share repurchase program. Shares repurchased under the share repurchase program are held as treasury shares.
18. | Accumulated other comprehensive income (loss)
|
20.Accumulated other comprehensive income (loss) (“AOCI”)
The changes in AOCI
by component for the years ended June
29, 201825, 2021 and June
30, 201726, 2020 were as follows:
| | | | | | | | | | | | | | | | |
| (amount in thousands) | | Unrealized net
(Losses)/Gains on
Marketable
Securities | | | Unrealized net
(Losses)/Gains
on Derivative
Instruments | | | Foreign
Currency
Translation
Adjustment | | | Total | |
Balance as of June 24, 2016 | | $ | 399 | | | $ | 192 | | | $ | — | | | $ | 591 | |
Other comprehensive income before reclassification | | | 351 | | | | — | | | | (310 | ) | | | 41 | |
Amounts reclassified from AOCI | | | (822 | ) | | | (158 | ) | | | — | | | | (980 | ) |
Tax effects | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Other comprehensive income | | | (471 | ) | | | (158 | ) | | | (310 | ) | | | (939 | ) |
| | | | | | | | | | | | | | | | |
Balance as of June 30, 2017 | | | (72 | ) | | | 34 | | | | (310 | ) | | | (348 | ) |
Other comprehensive income before reclassification | | | (655 | ) | | | — | | | | 111 | | | | (544 | ) |
Amounts reclassified from AOCI | | | (364 | ) | | | (1 | ) | | | — | | | | (365 | ) |
Tax effects | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Other comprehensive income | | | (1,019 | ) | | | (1 | ) | | | 111 | | | | (909 | ) |
| | | | | | | | | | | | | | | | |
Balance as of June 29, 2018 | | $ | (1,091 | ) | | $ | 33 | | | $ | (199 | ) | | $ | (1,257 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (amount in thousands) | Unrealized Gains
(Losses) on
Available-for-sale
Securities | | Unrealized
Gains (Losses)
on Derivative
Instruments | | Retirement
benefit plan -
Prior service
cost | | Foreign
Currency
Translation
Adjustment | | Total |
| Balance as of June 28, 2019 | $ | 952 | | | $ | 32 | | | $ | (2,537) | | | $ | (833) | | | $ | (2,386) | |
| Other comprehensive income before reclassification | 634 | | | 171 | | | — | | | (397) | | | 408 | |
| Amounts reclassified from AOCI | (96) | | | 399 | | | 528 | | | — | | | 831 | |
| Tax effects | — | | | — | | | — | | | — | | | — | |
| Other comprehensive income | 538 | | | 570 | | | 528 | | | (397) | | | 1,239 | |
| Balance as of June 26, 2020 | 1,490 | | | 602 | | | (2,009) | | | (1,230) | | | (1,147) | |
| Other comprehensive income before reclassification | (1,003) | | | (4,570) | | | — | | | 585 | | | (4,988) | |
| Amounts reclassified from AOCI | (179) | | | (536) | | | 584 | | | — | | | (131) | |
| Tax effects | — | | | — | | | — | | | — | | | — | |
| Other comprehensive income | (1,182) | | | (5,106) | | | 584 | | | 585 | | | (5,119) | |
| Balance as of June 25, 2021 | $ | 308 | | | $ | (4,504) | | | $ | (1,425) | | | $ | (645) | | | $ | (6,266) | |
The following table presents the
pre-tax amounts reclassified from AOCI into the consolidated statements of operations and comprehensive income for the years ended June
29, 201825, 2021 and June
30, 2017, respectively (amounts in thousands). | | | | | | | | | | |
| | | | | Years ended | |
AOCI components | | Financial statements line item | | June 29,
2018 | | | June 30,
2017 | |
Unrealized losses on marketable securities | | Interest income | | $ | (364 | ) | | $ | (822 | ) |
Unrealized gains on derivative instruments | | Selling, general and administrative expenses | | | (1 | ) | | | (158 | ) |
| | | | | | | | | | |
Total amounts reclassified from AOCI | | | | $ | (365 | ) | | $ | (980 | ) |
| | | | | | | | | | |
19. | Commitments and contingencies
|
Bank | | | | | | | | | | | | | | | | | | | | |
| (amount in thousands) | | | | Years ended |
| AOCI components | | Financial statements
line item | | June 25,
2021 | | June 26,
2020 |
| Unrealized gains (losses) on available-for-sale securities | | Interest income | | $ | (179) | | | $ | (96) | |
| Unrealized gains(losses)on derivative instruments | | Cost of revenues | | (966) | | | 2,512 | |
| Unrealized gains(losses)on derivative instruments | | Selling, general and administrative expenses | | (40) | | | 105 | |
| Unrealized gains(losses)on derivative instruments | | Foreign exchange loss, net | | 1,769 | | | (998) | |
| Unrealized gains(losses)on derivative instruments | | Interest expense | | (1,299) | | | (1,220) | |
| Retirement benefit plan – Prior service cost | | Selling, general and administrative expenses | | 584 | | | 528 | |
| Total amounts reclassified from AOCI | | | | $ | (131) | | | $ | 831 | |
21.Commitments and contingencies
Letter of credit and bank guarantees
As of June 29, 201825, 2021, the Company had 0 outstanding standby letter of credit.
As of June 26, 2020, the Company had one outstanding standby letter of credit of 6.0 million Euros, related to the Company’s support of a customer’s transfer of certain manufacturing operations from Berlin, Germany to the Company’s facilities in Thailand. The standby letter of credit was backed by cash collateral of $7.4 million. This standby letter of credit expired on December 31, 2020 and the corresponding cash collateral was released in January 2021.
As of June 25, 2021 and June
30, 2017,26, 2020, there were outstanding bank guarantees given by a bank on behalf of our subsidiary in Thailand for electricity usage and other normal business
amounting to $1.5 million.Operating lease commitments
The Company leasesexpenses totaling $1.6 million or Thai Baht 50.2 million and there were other bank guarantees given by a portionbank on behalf of its capital equipment, vehicle, and certain land and buildings for its facilitiesour subsidiaries in Thailand, Cayman Islands, China, the United StatesPRC and the United Kingdom under operating lease arrangements that expire in various years through 2023. Rental expense under these operating leases amountedU.K. to $1.8 million, $1.7 million and $1.2 million for the years ended June 29, 2018, June 30, 2017 and June 24, 2016, respectively.
support their operations. As of June 29, 2018, the future minimum lease payments due undernon-cancelable operating leases during each fiscal year were as follows:
| | | | |
| (amount in thousands) | | | |
2019 | | $ | 1,263 | |
2020 | | | 943 | |
2021 | | | 542 | |
2022 | | | 427 | |
Thereafter | | | 456 | |
| | | | |
Total future minimum operating lease payments | | $ | 3,631 | |
| | | | |
Capital lease commitments
In connection with the acquisition of Fabrinet UK,25, 2021, the Company assumedhad an outstanding bank guarantee of its subsidiary in the capital lease commitmentsPRC to support the subsidiary's operations totaling RMB 1.0 million. The bank guarantee was backed by cash collateral
of $0.2 million. The
equipment can be purchased atbank guarantee given on behalf of our subsidiary in the
determined prices upon expiration of such contracts.U.K. was not material. As of June 29, 2018, the future minimum lease payments undernon-cancelable capital leases during each fiscal year26, 2020, these bank guarantees were as follows:
| | | | |
| (amount in thousands) | | | |
2019 | | $ | 481 | |
2020 | | | 424 | |
2021 | | | 106 | |
| | | | |
Total minimum capital lease payments | | | 1,011 | |
Less: Future finance charge on capital leases | | | (44 | ) |
| | | | |
Present value of capital lease | | $ | 967 | |
| | | | |
Representing capital lease liabilities
| | | | |
Current | | $ | 451 | |
Non-current | | | 516 | |
| | | | |
Total capital lease liabilities | | $ | 967 | |
| | | | |
As of June 29, 2018, the present value of capital lease during each fiscal year were as follows:
| | | | |
| (amount in thousands) | | | |
2019 | | $ | 451 | |
2020 | | | 411 | |
2021 | | | 105 | |
| | | | |
Total future minimum capital lease payments | | $ | 967 | |
| | | | |
Purchase obligations
Purchase obligations represent
legally-bindinglegally binding commitments to purchase inventory and other commitments made in the normal course of business to meet operational requirements. Although open purchase orders are considered enforceable and legally binding, their terms generally give the Company the option to cancel, reschedule and/or adjust its requirements based on its business needs prior to the delivery of goods or performance of services. Obligations to purchase inventory and other commitments are generally expected to be fulfilled within one year.
On
As of June 25, 2021, the Company had purchase obligations and other commitments to third parties of $918.7 million.
Capital expenditure
In December 23, 2016,2020, the Company entered into a construction contract with a local contractor for construction of a new manufacturing building at the Company’s Chonburi campus. The contract price is approximately $50.3 million.
In June 2021, the Company entered into an agreement to purchase a parcel of land in
Chonburi,Pathumthani, Thailand to
supportexpand the
expansion of the Company’s production in Thailand.Company's Pinehurst campus. The aggregate purchase price was approximately
$5.6$13.2 million or Thai Baht 418.8 million, of which the
first installment of $1.1 million wasCompany paid
by the Companya 10% deposit on
January 10, 2017May 14, 2021 and
fully paid the remainder
was fully paid on
December 25, 2017.June 29, 2021.
As of June
29, 2018,25, 2021 and prior to paying the remaining 90% of the Pathumthani land purchase price, the Company had
antotal outstanding
commitmentcapital expenditure commitments to third parties of
$2.4$66.6 million.
Indemnification of directors and officers
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Fabrinet’s amended and restated memorandum and articles of association provide for indemnification of directors and officers for actions, costs, charges, losses, damages and expenses incurred in their capacities as such, except that such indemnification does not extend to any matter in respect of any fraud or dishonesty that may attach to any of them.
In accordance with Fabrinet’s form of indemnification agreement for its directors and officers, Fabrinet has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims by reason of their being such a director or officer. Fabrinet maintains a director and officer liability insurance policy that may enable it to recover a portion of any future amounts paid under the indemnification agreements.
20. | Business segments and geographic information
|
22.Business segments and geographic information
Operating segments are defined as components of an enterprise that engage in business activities for which separatediscrete financial information is available that is evaluated regularly by the chief operating decision maker (the “CODM”) in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision makerCODM is Fabrinet’s chief executive officer.Chief Executive Officer. As of June 29, 2018,25, 2021, June 30, 201726, 2020 and June 24, 2016,28, 2019, the Company operated and internally managed a single operating segment. Accordingly, the Company does not accumulate discrete information with respect to separate product lines and does not have separate reportable segments.
Total revenues are attributed to a particular geographic area based on thebill-to-location of the Company’s customer. The Company operates primarily in three3 geographic regions: North America, Asia-Pacific and Europe.
The following table presents total revenues by geographic regions:
| | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
North America | | $ | 643,236 | | | $ | 661,267 | | | $ | 525,161 | |
Asia-Pacific | | | 519,203 | | | | 539,317 | | | | 351,033 | |
Europe | | | 209,486 | | | | 219,906 | | | | 100,553 | |
| | | | | | | | | | | | |
Total | | $ | 1,371,925 | | | $ | 1,420,490 | | | $ | 976,747 | |
| | | | | | | | | | | | |
As
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
| North America | | | | | |
| U.S. | 884,862 | | | 829,567 | | | 753,901 | |
Others (1) | 2,674 | | | 1,321 | | | 2,377 | |
| Total revenue in North America | 887,536 | | | 830,888 | | | 756,278 | |
| Asia-Pacific and others | | | | | |
| Malaysia | 157,213 | | | 190,574 | | | 192,048 | |
| India | 152,249 | | | 91 | | | 38 | |
| Israel | 107,584 | | | 315 | | | 361 | |
| Hong Kong | 87,235 | | | 92,655 | | | 110,732 | |
| Japan | 69,779 | | | 101,588 | | | 122,226 | |
| China | 51,597 | | | 48,192 | | | 62,262 | |
| Thailand | 27,081 | | | 98,330 | | | 92,970 | |
| Others | 15,859 | | | 21,178 | | | 27,749 | |
| Total revenue in Asia-Pacific and others | 668,597 | | | 552,923 | | | 608,386 | |
| Europe | | | | | |
| Ireland | 193,103 | | | 110,747 | | | 109,890 | |
| U.K. | 60,516 | | | 67,589 | | | 31,164 | |
| Germany | 28,163 | | | 45,628 | | | 37,431 | |
| Others | 41,435 | | | 34,061 | | | 41,186 | |
| Total revenue in Europe | $ | 323,217 | | | $ | 258,025 | | | $ | 219,671 | |
| Total revenue | $ | 1,879,350 | | | $ | 1,641,836 | | | $ | 1,584,335 | |
(1)Others includes revenues from external customers based in North America, withour country of domicile, the substantial remainder of assets based in Asia-Pacific.Cayman Islands, which for each year presented is $0.
The following table presents revenues by end market:
| | | | | | | | | | | | |
| | | Years Ended | |
| (amount in thousands) | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
Optical communications | | $ | 1,000,256 | | | $ | 1,108,637 | | | $ | 727,580 | |
Lasers, sensors, and other | | | 371,669 | | | | 311,853 | | | | 249,167 | |
| | | | | | | | | | | | |
Total | | $ | 1,371,925 | | | $ | 1,420,490 | | | $ | 976,747 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| (amount in thousands) | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
| Optical communications | $ | 1,441,338 | | | $ | 1,248,174 | | | $ | 1,184,936 | |
| Lasers, sensors, and other | 438,012 | | | 393,662 | | | 399,399 | |
| Total | $ | 1,879,350 | | | $ | 1,641,836 | | | $ | 1,584,335 | |
The following table presents long-lived assets by the country in which they are based:
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended |
| (amount in thousands) | | June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
| Long-Lived Assets: | | | | | | |
| Thailand | | $ | 190,843 | | | $ | 175,738 | | | $ | 160,273 | |
| U.S. | | 27,403 | | | 29,507 | | | 31,323 | |
| China | | 14,977 | | | 14,476 | | | 15,014 | |
| Israel | | 5,271 | | | 5,224 | | | 2 | |
| U.K. | | 2,223 | | | 2,956 | | | 3,721 | |
| Cayman Islands | | 412 | | | 373 | | | 353 | |
| | 241,129 | | | 228,274 | | | 210,686 | |
Total revenues, by percentage, from individual customers representing 10% or more of total revenues in the respective periods were as follows:
| | | | | | | | | | | | |
| | | Years Ended | |
| | | June 29,
2018 | | | June 30,
2017 | | | June 24,
2016 | |
Lumentum Operations LLC | | | 16 | % | | | 17 | % | | | 20 | % |
| | | | | | | | | | | | | | | | | |
| Years Ended |
| June 25,
2021 | | June 26,
2020 | | June 28,
2019 |
Cisco Systems Inc. (1) | 13.9 | % | | * | | * |
| Lumentum Operations LLC | 13.6 | % | | 19.0 | % | | 20.0 | % |
| Infinera Corporation | 11.6 | % | | 10.0 | % | | * |
| Acacia Communications Inc. | * | | 10.2 | % | | * |
*Represents less than 10% of total revenues.
(1)Inclusive of revenue from Acacia Communications, Inc. from March 1, 2021
Accounts receivable from individual customers representing 10% or more of accounts receivable as of June
29, 201825, 2021 and June
30, 2017,26, 2020, respectively, were as follows:
| | | | | | | | |
| | | As of June 29,
2018 | | | As of June 30,
2017 | |
Lumentum Operations LLC | | | 18 | % | | | 15 | % |
NeoPhotonics Corporation | | | 11 | % | | | 12 | % |
Acacia Communications Inc. | | | * | | | | 10 | % |
| * | Represents less than 10% of total accounts receivable.
|
| | | | | | | | | | | |
| As of June 25,
2021 | | As of June 26,
2020 |
| Infinera Corporation | 18.6 | % | | * |
| Lumentum Operations LLC | 11.6 | % | | 20.0 | % |
Cisco Systems Inc. (1) | 15.0 | % | | * |
| Acacia Communications, Inc. | * | | 13.4 | % |
*Represents less than 10% of accounts receivable.
(1)Includes of Acacia Communications Inc. as of June 25, 2021
23.Financial instruments
Objectives and significant terms and conditions
The principal financial risks faced by the Company are foreign currency risk and interest rate risk. The Company borrows at floating rates of interest to finance its operations. A minority of sales and purchases and a majority of labor and overhead costs are entered into in foreign currencies. In order to manage the risks arising from fluctuations in currency exchange rates, the Company uses derivative instruments. Trading for speculative purposes is prohibited under Company policies.
The Company enters into short-term foreign currency forward and option contracts to manage foreign currency exposures associated with certain assets, liabilities and other forecasted foreign currency transactions and may designate these instruments as hedging instruments. The foreign currency forward and option contracts generally have maturitymaturities of
up to
sixtwelve months. All foreign currency exchange contracts are recognized on the consolidated balance sheets at fair value. Gain or loss on the Company’s derivative instruments generally offset the assets, liabilities
under master netting arrangement and transactions economically hedged.
The Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Thai baht,
Chinese Renminbi (“RMB”)RMB and
GBP.Pound Sterling ("GBP").
As of June
29, 201825, 2021 and June
30, 2017,26, 2020, the Company had outstanding foreign currency assets and liabilities as follows:
| | | | | | | | | | | | | | | | |
| | | As of June 29, 2018 | | | As of June 30, 2017 | |
| (amount in thousands) | | Currency | | | $ | | | Currency | | | $ | |
Assets | | | | | | | | | | | | | | | | |
Thai baht | | | 980,778 | | | $ | 29,568 | | | | 395,123 | | | $ | 11,628 | |
RMB | | | 18,455 | | | | 2,789 | | | | 26,965 | | | | 3,980 | |
GBP | | | 12,514 | | | | 16,392 | | | | 6,896 | | | | 8,982 | |
| | | | | | | | | | | | | | | | |
Total | | | | | | $ | 48,749 | | | | | | | $ | 24,590 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Thai baht | | | 1,401,473 | | | $ | 42,251 | | | | 1,875,338 | | | $ | 55,189 | |
RMB | | | 19,893 | | | | 3,007 | | | | 28,451 | | | | 4,200 | |
GBP | | | 3,615 | | | | 4,735 | | | | 5,625 | | | | 7,326 | |
| | | | | | | | | | | | | | | | |
Total | | | | | | $ | 49,993 | | | | | | | $ | 66,715 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 25, 2021 | | As of June 26, 2020 |
| (amount in thousands) | Currency | | $ | | Currency | | $ |
| Assets | | | | | | | |
| Thai baht | 1,472,249 | | | $ | 46,312 | | | 667,955 | | | $ | 21,617 | |
| RMB | 98,056 | | | 15,145 | | | 158,060 | | | 22,402 | |
| GBP | 5,111 | | | 7,119 | | | 6,220 | | | 7,726 | |
| Total | | | $ | 68,576 | | | | | $ | 51,745 | |
| Liabilities | | | | | | | |
| Thai baht | 2,250,514 | | | $ | 70,793 | | | 2,102,392 | | | $ | 68,039 | |
| RMB | 40,112 | | | 6,195 | | | 42,586 | | | 6,036 | |
| GBP | 2,656 | | | 3,699 | | | 1,545 | | | 1,919 | |
| Total | | | $ | 80,687 | | | | | $ | 75,994 | |
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 and other payables. The Company manages its 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 June
29, 201825, 2021 there were
$7.0$130.0 million of foreign currency forward contracts outstanding on the Thai baht payables. As of June 26, 2020, there were $125.0 million of foreign currency forward contracts and
$30.0$1.0 million of foreign currency option contracts outstanding on the Thai baht payables.
As of June 30, 2017, there was $1.0 million in foreign currency forward contracts outstanding on the Thai baht payables.The RMB assets represent cash and cash equivalents, trade accounts receivable and other current assets. The RMB liabilities represent trade accounts payable, accrued expenses and other payables. As of June
29, 201825, 2021 and June
30, 2017,26, 2020, there were
no0 derivative contracts denominated in RMB.
The GBP assets
primarily represent cash, trade accounts receivable, inventory and property, plant and equipment. The GBP liabilities
primarily represent trade accounts payable. As of June
29, 2018,25, 2021 and June 26, 2020, there were
no0 derivative contracts denominated in GBP.
For fiscal year 2018,2021, fiscal year 2017,2020, and fiscal year 2016,2019, the Company recorded unrealized loss of $1.7$1.5 million, unrealized loss of $1.2 million, and unrealized gain of $0.02 million, and unrealized loss of $1.8$4.8 million, respectively, related to derivatives that are not designated as hedging instruments in its consolidated statements of operations and comprehensive income.
The Company’s principal interest bearing assets are time deposits and short-term investments with maturities of three
monthsyears or less held with high quality financial institutions. The Company’s principal interest bearing liabilities are bank loans which bear interest at floating rates.
On August 1, 2018, a new subsidiary in Singapore, Casix Pte Ltd. was set up.
The new subsidiary will supportCompany entered into interest rate swap agreements (the “Swap Agreements”) to manage this risk and increase the reorganization of the Casix sales and marketing structure to improve the operating and tax efficiency.
UNAUDITED QUARTERLY FINANCIAL INFORMATION
The following table sets forth a summaryprofile of the Company’s quarterly financial information for eachdebt obligation. The terms of the four quartersSwap Agreements allow the Company to effectively convert the floating interest rate to a fixed interest rate. This locks the variable in interest expenses associated with our floating rate borrowings and results in fixed interest expenses, which is unsusceptible to market rate increase. The Company designated the Swap Agreements as a cash flow hedge, and they qualify for hedge accounting because the hedges are highly effective. While the Company intend to continue to meet the conditions for hedge accounting, if hedges do not qualify as highly effective, the changes in the fiscal years ended June 29, 2018 and June 30, 2017:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended | |
| (in thousands, except per share data) | | Jun 29,
2018 | | | Mar 30,
2018 | | | Dec 29,
2017 | | | Sep 29,
2017 | | | Jun 30,
2017 | | | Mar 31,
2017 | | | Dec 30,
2016 | | | Sep 30,
2016 | |
Total revenues | | $ | 345,327 | | | $ | 332,313 | | | $ | 337,072 | | | $ | 357,313 | | | $ | 370,454 | | | $ | 366,837 | | | $ | 351,156 | | | $ | 332,043 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | $ | 38,981 | | | $ | 36,933 | | | $ | 37,166 | | | $ | 40,332 | | | $ | 44,760 | | | $ | 44,046 | | | $ | 43,046 | | | $ | 39,608 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 22,768 | | | $ | 21,053 | | | $ | 19,313 | | | $ | 21,033 | | | $ | 27,401 | | | $ | 21,656 | | | $ | 25,292 | | | $ | 22,766 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic net income per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 0.62 | | | $ | 0.56 | | | $ | 0.52 | | | $ | 0.56 | | | $ | 0.73 | | | $ | 0.58 | | | $ | 0.69 | | | $ | 0.63 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average shares used in basic net income per share calculations | | | 36,828 | | | | 37,275 | | | | 37,477 | | | | 37,447 | | | | 37,334 | | | | 37,116 | | | | 36,848 | | | | 36,404 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted net income per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 0.60 | | | $ | 0.55 | | | $ | 0.51 | | | $ | 0.55 | | | $ | 0.72 | | | $ | 0.57 | | | $ | 0.67 | | | $ | 0.61 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average shares used in diluted net income per share calculations | | | 37,766 | | | | 38,055 | | | | 38,156 | | | | 38,163 | | | | 38,118 | | | | 37,872 | | | | 37,805 | | | | 37,330 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
ITEM 9A. | CONTROLS AND PROCEDURES.
|
ITEM 9A.CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), as of the end of the period covered by this Annual Report on Form
10-K. Based on their evaluation, our management concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in reports we file or submit under the Exchange Act, (i) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission, and (ii) is accumulated and communicated to Fabrinet’s management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarterthree months ended June 29, 201825, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company as defined in Rule
13a-15(f) and
15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately, and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has assessed the effectiveness of our internal control over financial reporting as of June
29, 2018.25, 2021. In making this assessment, management used the criteria described in
Internal Control -Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on their assessment, management concluded that we maintained effective internal control over financial reporting as of the end of fiscal year
2018,2021, based on the criteria in Internal Control — Integrated Framework (2013) issued by COSO. The effectiveness of our internal control over financial reporting as of June
29, 201825, 2021 has been audited by PricewaterhouseCoopers ABAS Ltd., an independent registered public accounting firm, as stated in their report which appears herein.
ITEM 9B. | OTHER INFORMATION.
|
ITEM 9B.OTHER INFORMATION.
Not applicable.
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our
2018 Annual Meeting2021 annual meeting of
Shareholdersshareholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form
10-K (the
“2018“2021 Proxy Statement”).
ITEM 11. | EXECUTIVE COMPENSATION.
|
ITEM 11.EXECUTIVE COMPENSATION.
Information responsive to this item is incorporated herein by reference to our
20182021 Proxy Statement.
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Information responsive to this item is incorporated herein by reference to our
20182021 Proxy Statement.
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Information responsive to this item is incorporated herein by reference to our
20182021 Proxy Statement.
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information responsive to this item is incorporated herein by reference to our 20182021 Proxy Statement.
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)The following documents are filed as part of, or incorporated by reference into, this Annual Report on Form10-K: 1.Financial Statements: See Index to Consolidated Financial Statements under Item 8 of this Annual Report on Form10-K. 2.Financial Statement Schedules: All schedules are omitted because they are not required, are not applicable or the information is included in the consolidated financial statements or notes thereto. 3.Exhibits: We have filed, or incorporated by reference into this Annual Report on Form10-K, the exhibits listed in Item 15(b) of this Annual Report on Form10-K. (b)Exhibits:
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Incorporated by reference herein | | |
| | | | | | | | | | |
Exhibit
Number | | Description | | Form | | Exhibit
No. | | Filing Date | | File No. |
| | | | | | | | | | |
| 3.1 | | | | S-1/A | | 3.1 | | May 3, 2010 | | 333-163258 |
| | | | | | | | | | |
| 4.1 | | | | S-1/A | | 4.1 | | June 14, 2010 | | 333-163258 |
| | | | | | | | | | |
| 4.2 | | | | 10-K | | 4.2 | | August 20, 2019 | | 001-34775 |
| | | | | | | | | | |
| 10.1.1+ | | | | 8-K | | 10.1 | | December 15, 2017 | | 001-34775 |
| | | | | | | | | | |
| 10.1.2+ | | | | 10-Q | | 10.4 | | February 5, 2013 | | 001-34775 |
| | | | | | | | | | |
| 10.1.3+ | | | | 10-Q | | 10.5 | | November 9, 2016 | | 001-34775 |
| | | | | | | | | | |
| 10.2.1+ | | | | S-8 | | 99.1.1 | | November 8, 2017 | | 333-221423 |
| | | | | | | | | | |
| 10.2.2+ | | | | S-8 | | 99.1.2 | | November 8, 2017 | | 333-221423 |
| | | | | | | | | | |
| 10.2.3+ | | | | S-8 | | 99.1.3 | | November 8, 2017 | | 333-221423 |
| | | | | | | | | | |
| 10.3.1+ | | | | S-8 | | 99.1 | | December 12, 2019 | | 333-235462 |
| | | | | | | | | | |
| 10.3.2+ | | | | S-8 | | 99.2 | | December 12, 2019 | | 333-235462 |
| | | | | | | | | | |
| 10.3.3+ | | | | S-8 | | 99.3 | | December 12, 2019 | | 333-235462 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Incorporated by reference herein | | |
| | | | | | | | | | |
Exhibit
Number | | Description | | Form | | Exhibit
No. | | Filing Date | | File No. |
| | | | | | | | | | |
| 10.4+ | | | | 8-K | | 10.1 | | September 25, 2017 | | 001-34755 |
| | | | | | | | | | |
| 10.5+ | | | | 8-K | | 10.1 | | February 28, 2019 | | 001-34755 |
| | | | | | | | | | |
| 10.6+ | | | | 8-K | | 10.1 | | May 8, 2018 | | 001-34755 |
| | | | | | | | | | |
| 10.7+ | | | | S-1 | | 10.5 | | November 7, 2007 | | 333-147191 |
| | | | | | | | | | |
| 10.8+ | | | | 10-Q | | 10.1 | | May 4, 2021 | | 001-34755 |
| | | | | | | | | | |
| 10.9+ | | | | 10-Q | | 10.2 | | May 5, 2020 | | 001-34755 |
| | | | | | | | | | |
| 10.10+ | | | | 8-K, Item 5.02 | | N/A | | August 16, 2021 | | 001-34755 |
| | | | | | | | | | |
| 10.11+ | | | | 8-K, Item 5.02 | | N/A | | August 17, 2020 | | 001-34755 |
| | | | | | | | | | |
| 10.12+ | | | | S-1/A | | 10.1 | | January 28, 2010 | | 333-163258 |
| | | | | | | | | | |
| 10.13 | | | | S-1 | | 10.1 | | November 7, 2007 | | 333-147191 |
| | | | | | | | | | |
| 10.14 | | | | S-1 | | 10.11 | | November 7, 2007 | | 333-147191 |
| | | | | | | | | | |
| 10.15 | | | | S-1 | | 10.12 | | November 7, 2007 | | 333-147191 |
| | | | | | | | | | |
| 10.16 | | | | S-1 | | 10.14 | | November 20, 2009 | | 333-163258 |
| | | | | | | | | | |
| 10.17 | | | | 8-K | | 10.1 | | September 12, 2019 | | 001-34775 |
| | | | | | | | | | |
| 10.18 | | | | 8-K | | 10.2 | | September 12, 2019 | | 001-34775 |
| | | | | | | | | | |
| 21.1 | | | | 10-K | | 21.1 | | August 17, 2021 | | 001-34775 |
| | | | | | | | | | |
| 23.1 | | | | | | | | | | |
EXHIBIT INDEX
| | | | | | | | | | |
Exhibit
Number | | Description | | Incorporated by reference herein |
| | Form | | Exhibit No. | | Filing Date | | File No. |
| | | | | |
| 3.1 | | Amended and Restated Memorandum and Articles of Association | | S-1/A | | 3.1 | | May 3, 2010 | | 333-163258 |
| | | | | |
| 4.1 | | Specimen Ordinary Share Certificate | | S-1/A | | 4.1 | | June 14, 2010 | | 333-163258 |
| | | | | |
| 10.1.1+ | | 2010 Performance Incentive Plan, as amended and restated | | 8-K | | 10.1 | | December 15, 2017 | | 001-34775 |
| | | | | |
| 10.1.2+ | | 2010 Performance Incentive Plan – Form of Share Option Agreement | | 10-Q | | 10.2 | | February 5, 2013 | | 001-34775 |
| | | | | |
| 10.1.3+ | | 2010 Performance Incentive Plan – Form of Restricted Share Agreement | | 10-Q | | 10.3 | | February 5, 2013 | | 001-34775 |
| | | | | |
| 10.1.4+ | | 2010 Performance Incentive Plan – Form of Restricted Share Unit Agreement | | 10-Q | | 10.4 | | February 5, 2013 | | 001-34775 |
| | | | | |
| 10.1.5+ | | 2010 Performance Incentive Plan – Form of Performance Share Unit Agreement | | 10-Q | | 10.5 | | November 9, 2016 | | 001-34775 |
| | | | | |
| 10.2.1+ | | 2017 Inducement Equity Incentive Plan | | S-8 | | 99.1.1 | | November 8, 2017 | | 001-34755 |
| | | | | |
| 10.2.2+ | | 2017 Inducement Equity Incentive Plan – Form of Restricted Share Unit Agreement | | S-8 | | 99.1.2 | | November 8, 2017 | | 001-34755 |
| | | | | |
| 10.2.3+ | | 2017 Inducement Equity Incentive Plan – Form of Performance-Based Restricted Share Unit Agreement | | S-8 | | 99.1.3 | | November 8, 2017 | | 001-34755 |
| | | | | |
| 10.3+ | | Letter agreement, dated May 3, 2018, regarding amendment of David T. Mitchell’s PSUs | | 8-K | | 10.1 | | May 7, 2018 | | 001-34755 |
| | | | | |
| 10.4+ | | Separation Agreement and Release, dated July 16, 2018, by and between David T. Mitchell and the registrant | | | | | | | | |
| | | | | |
| 10.5+ | | Offer letter, dated September 20, 2017, by and between Seamus Grady and Fabrinet | | 8-K | | 10.1 | | September 25, 2017 | | 001-34755 |
| | | | | | | | | | |
Exhibit
Number | | Description | | Incorporated by reference herein |
| | Form | | Exhibit No. | | Filing Date | | File No. |
| | | | | |
| 10.6+ | | Amended and Restated Offer Letter, dated January 9, 2018, by and between Dr. Harpal Gill and Fabrinet USA, Inc. | | 8-K | | 10.1 | | May 8, 2018 | | 001-34755 |
| | | | | |
| 10.7+ | | Employment Agreement, dated July 1, 2007, by and between Dr. Harpal Gill and Fabrinet Co., Ltd. | | S-1 | | 10.5 | | November 7, 2007 | | 333-147191 |
| | | | | |
| 10.8+ | | Description of Fiscal 2017 Executive Incentive Plan | | 8-K, Item 5.02 | | N/A | | August 18, 2016 | | 001-34755 |
| | | | | |
| 10.9+ | | Description of Fiscal 2018 Executive Incentive Plan | | 8-K, Item 5.02 | | N/A | | August 23, 2017 | | 001-34755 |
| | | | | |
| 10.10.1+ | | Offer Letter, dated November 5, 2015, between Hong Hou and Fabrinet USA, Inc. | | 10-Q | | 10.1 | | May 3, 2016 | | 001-34755 |
| | | | | |
| 10.10.2+ | | Letter Agreement, dated October 31, 2016, by and between Hong Hou and Fabrinet USA, Inc. | | 8-K | | 10.1 | | November 4, 2016 | | 001-34755 |
| | | | | |
| 10.10.3+ | | Separation Agreement and Release, dated August 20, 2018, by and among Fabrinet, Fabrinet USA, Inc. and Dr. Hong Hou | | 8-K | | 10.1 | | August 20, 2018 | | 001-34755 |
| | | | | |
| 10.11+ | | Amended and Restated Offer Letter, dated January 9, 2018, betweenToh-Seng Ng and Fabrinet USA, Inc. | | 8-K | | 10.2 | | May 8, 2018 | | 001-34755 |
| | | | | |
| 10.12+ | | Form of Indemnification Agreement | | S-1/A | | 10.10 | | January 28, 2010 | | 333-163258 |
| | | | | |
| 10.13 | | Manufacturing Agreement, dated May 29, 2005, by and between the registrant and FBN New Jersey Holdings Corp. | | S-1 | | 10.10 | | November 7, 2007 | | 333-147191 |
| | | | | |
| 10.14 | | Manufacturing Agreement, dated January 2, 2000, by and between the registrant and Fabrinet Co., Ltd. | | S-1 | | 10.11 | | November 7, 2007 | | 333-147191 |
| | | | | |
| 10.15 | | Administrative Services Agreement, dated January 2, 2000, by and between the registrant and Fabrinet USA, Inc. | | S-1 | | 10.12 | | November 7, 2007 | | 333-147191 |
| | | | | | | | | | |
Exhibit
Number | | Description | | Incorporated by reference herein |
| | Form | | Exhibit No. | | Filing Date | | File No. |
| | | | | |
| 10.16 | | Administrative Services Agreement, dated July 3, 2008, by and between the registrant and Fabrinet Pte. Ltd. | | S-1 | | 10.14 | | November 20, 2009 | | 333-163258 |
| | | | | |
| 10.17.1 | | Credit Agreement, dated as of May 22, 2014, by and among Fabrinet, the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent | | 8-K | | 10.1 | | May 23, 2014 | | 001-34775 |
| | | | | |
| 10.17.2 | | First Amendment to Credit Agreement, effective as of September 25, 2014, by and among Fabrinet, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent | | 10-Q | | 10.1 | | November 5, 2014 | | 001-34775 |
| | | | | |
| 10.17.3 | | Second Amendment to Credit Agreement, dated as of February 26, 2015, by and among Fabrinet, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent | | 8-K | | 10.1 | | March 2, 2015 | | 001-34775 |
| | | | | |
| 10.17.4 | | Third Amendment to Credit Agreement, dated as of July 31, 2015, by and among Fabrinet, the designated borrowers party thereto, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent | | 8-K | | 10.1 | | August 5, 2015 | | 001-34775 |
| | | | | |
| 10.17.5 | | Fourth Amendment to Credit Agreement, dated as of July 22, 2016, by and among Fabrinet, the designated borrowers party thereto, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent | | 10-Q | | 10.3 | | November 7, 2017 | | 001-34775 |
| | | | | | | | | | |
Exhibit
Number | | Description | | Incorporated by reference herein |
| | Form | | Exhibit No. | | Filing Date | | File No. |
| | | | | |
| 10.17.6 | | Fifth Amendment to Credit Agreement, dated as of June 4, 2018, by and among Fabrinet, the Designated Borrowers party thereto, the Guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent. | | 8-K | | 10.1 | | June 4, 2018 | | 001-34775 |
| | | | | |
| 10.18 | | Security and Pledge Agreement, dated as of May 22, 2014, by and between Fabrinet and Bank of America, N.A. as administrative agent | | 8-K | | 10.2 | | May 23, 2014 | | 001-34775 |
| | | | | |
| 10.19 | | Lease Agreement, dated July 1, 2013, by and between Donly Corporation and FBN New Jersey Manufacturing, Inc. DBA VitroCom | | 10-K | | 10.16 | | August 16, 2013 | | 001-34775 |
| | | | | |
| 10.20† | | Primary Contract Manufacturing Agreement, dated January 1, 2008, by and between JDS Uniphase Corporation and the registrant | | S-1/A | | 10.27 | | January 19, 2010 | | 333-163258 |
| | | | | |
| 21.1 | | List of Subsidiaries | | | | | | | | |
| | | | | |
| 23.1 | | Consent of PricewaterhouseCoopers ABAS Ltd. | | | | | | | | |
| | | | | |
| 24.1 | | Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form10-K) | | | | | | | | |
| | | | | |
| 31.1 | | Certification of Chief Executive Officer pursuant to Exchange Act Rules13a-14(a) and15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | |
| | | | | |
| 31.2 | | Certification of Chief Financial Officer pursuant to Exchange Act Rules13a-14(a) and15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | |
| | | | | | | | Incorporated by reference herein | | |
| | | | | | | | | | |
Exhibit
Number | | Description | | Incorporated by reference herein
|
| Form | Form
| Exhibit
No. | Exhibit
No.
| | Filing Date | | File No. |
| | | | | | | | | | |
32.124.1 | | | | | | | | | | |
| | | | | | | | | | |
| 31.1 | | | | | | | | | | |
| | | | | | | | | | |
| 31.2 | | | | | | | | | | |
| | | | | | | | | | |
| 32.1 | | | | | | | | | | | |
| | | | | |
101.INS | | XBRL Instance | | | | | |
| 101.INS | | Inline XBRL Instance | | | | | | | | |
| | | | | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema | | | | | | | | | |
| | | | | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase | | | | | | | | | |
| | | | | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase | | | | | | | | | |
| | | | | | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase | | | | | | | | | |
| | | | | | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase | | | | | | | | | |
| | | | | | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | | | | | | | |
+ | Indicates management contract or compensatory plan.
|
† | Confidential treatment has been requested for portions of this exhibit.
|
(c) | Financial Statement Schedules: See Item 15(a)(2), above.
|
+Indicates management contract or compensatory plan.
(c)Financial Statement Schedules: See Item 15(a)(2), above.
ITEM 16.FORM 10-K SUMMARY.
Not applicable.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August
22, 2018.17, 2021. | | | | | | | | |
| FABRINET |
| | |
FABRINET | By: | /S/ CSABA SVERHA |
| Name: | Csaba Sverha |
By: | Title: | /S/ TOH-SENG NG
|
Name: | | Toh-Seng Ng |
Title: | | Executive Vice President and Chief Financial Officer |
Exhibit 24.1
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Seamus Grady and
Toh-Seng Ng Csaba Sverha and each of them, as his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form
10-K and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
Signature
/S/ SEAMUS GRADY | | Title
Chief Executive Officer (Principal Executive Officer) and Director | | Date
August 17, 2021 |
| Seamus Grady | | | |
| | |
/S/ SEAMUS GRADY
Seamus Grady
| | Chief Executive Officer
(Principal Executive Officer)
| | August 22, 2018
|
| | |
/S/ TOH-SENG NG Toh-Seng Ng
S/ CSABA SVERHA | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | August 22, 2018 17, 2021 |
| Csaba Sverha | | | |
| | | | |
/S/ DAVIDS/ DAVID T. MITCHELL David T. Mitchell
MITCHELL | | Chairman of the Board of Directors | | August 22, 2018 17, 2021 |
| David T. Mitchell | | | |
| | | | |
/S/ HOMA BAHRAMI S/ HOMA BAHRAMI | | Director | | August 17, 2021 |
| Homa Bahrami | | Director | | August 22, 2018
|
| | | | |
/S/ THOMAS F. KELLY Thomas F. Kelly
S/ GREGORY P. DOUGHERTY | | Director | | August 22, 2018 17, 2021 |
| Gregory P. Dougherty | | | | |
| | | | |
/S/ FRANK H. LEVINSON Frank H. Levinson
S/ THOMAS F. KELLY | | Director | | August 22, 2018 17, 2021 |
| Thomas F. Kelly | | | | |
| | | | |
/SS/ FRANK H. LEVINSON | | Director | | August 17, 2021 |
| Frank H. Levinson | | | | |
| | | | |
/ ROLLANCES/ ROLLANCE E. OLSONOLSON | | Director | | August 17, 2021 |
| Rollance E. Olson | | Director | | August 22, 2018
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