Fair value of financial instruments | 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 are inputs other than quoted prices included within Level 1 that are observable for assets or liabilities, either directly or indirectly. If the assets or liabilities have a specified (contractual) term, Level 2 inputs must be observable for substantially the full term of assets or liabilities. Level 3 inputs are unobservable inputs for assets or liabilities, 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 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 March 25, 2022 Assets Cash equivalents $ — $ 36,344 $ — $ 36,344 Liquidity funds — 31,382 — 31,382 Corporate debt securities — 189,722 — 189,722 U.S. agency and U.S. treasury securities — 24,748 — 24,748 Derivative assets – current portion — 182 (1) — 182 Total $ — $ 282,378 $ — $ 282,378 Liabilities Derivative liabilities – current portion $ — $ (2,834) $ — $ (2,834) Derivative liabilities – non-current portion — (524) — (524) Total $ — $ (3,358) (2) $ — $ (3,358) 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 $ — $ 80,305 $ — $ 80,305 Liquidity funds — 31,226 — 31,226 Corporate debt securities — 171,790 — 171,790 U.S. agency and U.S. treasury securities — 31,447 — 31,447 Derivative assets – current portion — 1 (3) — 1 Total $ — $ 314,769 $ — $ 314,769 Liabilities Derivative liabilities – current portion $ — $ (5,654) $ — $ (5,654) Derivative liabilities – non-current portion — (1,977) — (1,977) Total $ — $ (7,631) (4) $ — $ (7,631) (1) Foreign currency forward contracts with a notional amount of $32.0 million and of 0.8 million Canadian dollars. (2) Foreign currency forward contracts with a notional amount of $103.0 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 $2.0 million. (4) Foreign currency forward contracts with an aggregate notional amount of $128.0 million and of 0.4 million Canadian dollars and 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 fluctuate. The Company uses foreign currency forward and option contracts to manage the foreign exchange risk associated with a portion of its foreign currency denominated assets and liabilities and other foreign currency transactions. The Company enters into foreign currency forward and option contracts to hedge fluctuations in the U.S. dollar value of forecasted transactions denominated in Thai baht and Canadian dollars with counterparties that meet the Company’s minimum credit quality standard. The Company may enter into foreign currency forward contracts with maturities of up 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 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 as foreign exchange gain (loss), net in the consolidated statements of operations and comprehensive income. As of March 25, 2022, the Company had 135 outstanding U.S. dollar foreign currency forward contracts against Thai baht, with an aggregate notional amount of $135.0 million and maturity dates ranging from April 2022 through October 2022 and one outstanding Canadian dollar foreign currency forward contract with an aggregate notional amount of 0.8 million Canadian dollars and a maturity date in June 2022. 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 maturity dates ranging from July 2021 through January 2022, and two foreign currency contracts with an aggregate notional amount of 0.4 million Canadian dollars and maturity dates in September 2021. As of March 25, 2022, the hedging relationship over foreign currency forward contracts that were designated for hedge accounting was determined to be highly effective based on the performance of retrospective and prospective regression testing. As of March 25, 2022, the amount in accumulated other comprehensive income (“AOCI”) that is expected to be reclassified into earnings within 12 months was a loss of $1.1 million. As of June 25, 2021, the hedging relationship over foreign currency forward contracts that were designated for hedge accounting was determined 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 was a loss of $2.7 million. During the three and nine months ended March 25, 2022, the Company recorded an unrealized gain of $0.1 million and $0.6 million, respectively, from changes in the fair value of a foreign currency forward contract that was not designated for hedge accounting, in earnings as foreign exchange gain (loss), net in the unaudited condensed consolidated statements of operations and comprehensive income. During the three and nine months ended March 26, 2021, the Company recorded an unrealized loss of $2.0 million and $1.7 million, respectively, from changes in the fair value of a foreign currency forward contract that was not designated for hedge accounting, in earnings as foreign exchange gain (loss), net in the unaudited condensed consolidated statements of operations and comprehensive income. 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 March 25, 2022 and June 25, 2021, the Company had two 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 a credit facility agreement with Bank of America to a fixed interest rate of 2.86% per annum through the scheduled maturity of the term loan in June 2023 (see Note 10). The Company did not designate this interest rate swap for hedge accounting. On September 3, 2019, the Company entered into a new term loan agreement under a credit facility agreement with the Bank of Ayudhya Public Company Limited (the “Bank”) (see Note 10) and on September 10, 2019, the Company repaid in full the outstanding term loan under the Bank of America credit facility agreement (see Note 10). 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 a cash flow hedge for the Company’s term loan under the credit facility agreement with the Bank. The combination of these two interest rate swaps qualified for hedge accounting because the hedges are highly effective, and the Company has designated and documented contemporaneously the hedging relationships involving these interest rate swaps. While the Company intends 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 earnings. From September 27, 2019, any gains or losses related to these interest rate swaps will be recorded in AOCI in the unaudited condensed consolidated balance sheets. The Company will reclassify a portion of the gains or losses from AOCI into earnings at each reporting period based on either the accrued interest amount or the interest payment. As of March 25, 2022, the amount in AOCI that is expected to be reclassified into earnings within 12 months was a loss of $0.7 million. As of June 25, 2021, the amount in AOCI that is expected to be reclassified into earnings within 12 months was a loss of $0.8 million. 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 unaudited condensed consolidated statements of operations and other comprehensive income: Three Months Ended Nine Months Ended (amount in thousands) Financial March 25, March 26, March 25, March 26, Derivatives gain (loss) Foreign currency forward contracts Other $ 1,009 $ (6,098) $ 2,558 $ (5,289) Interest rate swaps Other 882 453 1,885 1,196 Total derivatives gain (loss) recognized in other comprehensive income (loss) $ 1,891 $ (5,645) $ 4,443 $ (4,093) Derivatives (gain) loss reclassified from accumulated other comprehensive income (loss) into earnings: Foreign currency forward contracts Cost of revenues $ 1,117 $ (1,470) $ 6,216 $ (3,190) Foreign currency forward contracts SG&A 46 (62) 258 (135) Foreign currency forward contracts Foreign exchange loss, net (2,165) 2,491 (7,438) 2,604 Interest rate swaps Interest expense (223) (314) (736) (1,009) Total derivatives (gain) loss reclassified from accumulated other comprehensive income (loss) into earnings $ (1,225) $ 645 $ (1,700) $ (1,730) Change in net unrealized gain (loss) on derivatives instruments $ 666 $ (5,000) $ 2,743 $ (5,823) Fair Value of derivatives The following table provides the fair values of the Company’s derivative financial instruments for the periods presented: March 25, June 25, (amount in thousands) Derivative Derivative Derivative Derivative Derivatives not designated as hedging instruments Foreign currency forward and option contracts $ 19 $ (405) $ — $ (1,379) Derivatives designated as hedging instruments Foreign currency forward contracts 163 (1,289) 1 (2,703) Interest rate swaps — (1,664) — (3,549) Derivatives, gross balances $ 182 $ (3,358) $ 1 $ (7,631) The Company recorded the fair value of derivative financial instruments in the unaudited condensed 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 |