The following discussion of our financial condition and results of operations
should be read together with the financial statements and related notes that are
included elsewhere in this quarterly report. In addition to historical
consolidated financial information, the following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to these
differences include those discussed below and elsewhere in this quarterly
report, particularly in Note 10 "Commitments and Contingencies" to our
consolidated financial statements and Part II "Other Information", Item 1-Legal
Proceedings and 1A-Risk Factors, in this report.

Overview


We develop technology platforms for high-capacity distributed Internet access,
unified information technology, and consumer
electronics for professional, home and personal use. We categorize our solutions
into three main categories: high performance
networking technology for service providers, enterprises and consumers. We
target the service provider and enterprise markets
through our highly engaged community of service providers, distributors, value
added resellers, webstores, systems integrators and
corporate IT professionals, which we refer to as the Ubiquiti Community. We
target consumers through digital marketing, retail
chains and, to a lesser extent, the Ubiquiti Community.

In addition to Mr. Pera, our founder, Chairman of the Board and Chief Executive
Officer, who is central to our business, the
majority of our human capital resources consist of entrepreneurial and
de-centralized research and development ("R&D") personnel.
We do not employ a traditional direct sales force, but instead drive brand
awareness through online reviews and publications, our
website, our distributors and our user community where customers can interface
directly with our R&D, marketing, and support
teams. Our technology platforms were designed from the ground up with a focus on
delivering highly-advanced and easily
deployable solutions that appeal to a global customer base.

We offer a broad and expanding portfolio of networking products and solutions
for operator-owners of wireless internet services
("WISPs"), enterprises and smart homes. Our operator-owner service
provider-product platforms provide carrier-class network
infrastructure for fixed wireless broadband, wireless backhaul systems and
routing and the related software for WISPs to easily
control, track and bill their customers. Our enterprise product platforms
provide wireless LAN ("WLAN") infrastructure, video
surveillance products, switching and routing solutions, security gateways, door
access systems, and other complimentary WLAN
products along with a unique software platform, which enables users to control
their network from one simple, easy to use software
interface. Our consumer products are targeted to the smart home and highly
connected consumers. We believe that our products are
differentiated due to our proprietary software, firmware expertise, and hardware
design capabilities.


                                       21

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We distribute our products through a worldwide network of over 100 distributors
and online retailers and direct to customers
through our webstores.

COVID-19 Update- The 2019 novel coronavirus (COVID-19), which the World Health
Organization ("WHO") characterized as a pandemic in March 2020, continues to
disrupt global economies, and has spread to the major markets in which we
operate, including the United States, Asia, Europe and South America. The
COVID-19 pandemic has resulted in significant governmental measures being
implemented to control the spread of the virus, including, among others,
restrictions on travel, stay-at-home orders or work remote or from home
conditions in many of the locations where we have offices. We have taken and
will continue to take precautionary measures intended to help minimize the risk
of COVID-19 to our employees. While we have not yet experienced a significant
disruption to the productivity of our employees as a result of the COVID-19
pandemic, if the stay-at-home orders or work remote or from home conditions in
any of our facilities continue for an extended period of time, or an outbreak in
any of our facilities, we may, among other issues, experience delays in product
development, a decreased ability to support our customers, disruptions in sales
and an overall lack of productivity. We have experienced a disruption in our
supply chain and production as a result of the COVID-19 related restrictions and
the global shortage of components. The current environment has impacted our
suppliers' ability to manufacture or provide key components or services, and we
have incurred, and continue to incur, additional cost to expedite deliveries of
components and services. For example, during fiscal 2022, we experienced reduced
availability of components (including the chipsets) used to manufacture our
products, which has impacted, and we expect will continue to impact our ability
and costs to manufacture our products. These supply shortages have resulted in
increased component delivery lead times and increased costs to obtain
components, particularly the chipsets, and may result in delays in product
production, which shortages may be further exacerbated by increasing global
shipping lead times and delays. We do not stockpile sufficient components to
cover the time it would take to re-engineer our products to replace the chipsets
used to manufacture our products. While we are continuing to work closely with
our suppliers and contract manufacturers to minimize the potential adverse
impacts of the supply shortage, there are many companies seeking to purchase the
limited supply of chipsets and other components, many of which have greater
resources and larger market share than we have, which may limit the
effectiveness of our efforts. We expect that shortages of chipsets and other
components will continue and may have an adverse impact on our ability to
manufacture our products and meet demand for our products. The extent to which
the COVID-19 pandemic and the global availability of components impacts our
business going forward will depend on numerous evolving factors we cannot
reliably predict, including further disruptions to our supply chain, reductions
in demand due to disruptions in the operations of our customers or their end
customers, disruptions in local and global economies, volatility in the global
financial markets, overall reductions in demand, restrictions on the export or
shipment of our products or other COVID-19-related events. This uncertainty also
affects management's accounting estimates and assumptions, which could result in
greater variability in a variety of areas that depend on these estimates and
assumptions. Refer to Risk Factors (Part II, Item 1A of this Form 10-Q) for a
discussion of these factors and other risks.

Recent Developments



Russia-Ukraine Military Conflict- We are monitoring the military conflict
between Russia and Ukraine, escalating tensions in surrounding countries, and
associated economic sanctions. While the impact to our operations in Ukraine and
its surrounding countries has not been material to our business or results of
operations as of the date hereof, the full impact of the military conflict on
our business and results of operations remains uncertain. The extent to which
the conflict may impact our business or results of operations in future periods
will depend on future developments, including the severity and duration of the
conflict, its impact on regional and global economic conditions, as well as its
impact on surrounding countries, including its impact on our operations in
Ukraine and its surrounding countries, and its impact on global supply chains.
Refer to Risk Factors (Part II, Item 1A of this Form 10-Q) for a discussion of
these factors and other risks.

Key Components of Our Results of Operations and Financial Condition

Revenues



We operate our business as one reportable and operating segment. Further
information regarding Segments can be found in Note 15
to our Consolidated Financial Statements. Our revenues are derived principally
from the sale of networking hardware. Because we
have historically included implied post-contract customer support ("PCS") free
of charge in many of our arrangements, we attribute
a portion of our systems revenues to this implied PCS.

We classify our revenues into two primary product categories: Enterprise
Technology and Service Provider Technology.
•Enterprise Technology includes our UniFi platforms, including UniFi Network
Wi-Fi, switching and routing solutions, UniFi Protect, UniFi Access, UniFi-Talk
and our AmpliFi platform.
•Service Provider Technology includes our airMAX, EdgeMAX, UFiber, and airFiber
platforms, as well as embedded radio products and other 802.11 standard products
including base stations, radios, backhaul equipment and CPE. Additionally,
Service Provider Technology includes antennas and other products primarily in
the 0.9 to 6.0 GHz spectrum and miscellaneous products such as mounting
brackets, cables and power over Ethernet adapters.

We sell our products and solutions globally to enterprises and service providers primarily through our extensive network of


                                       22
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distributors, and, to a lesser extent, through direct sales through our
webstores. Sales to distributors accounted for 67% of our revenues during the
nine months ended March 31, 2022. Direct sales accounted for 33% of our revenue
during the nine months ended March 31, 2022.

Cost of Revenues



Our cost of revenues is comprised primarily of the costs of procuring finished
goods from our contract manufacturers and certain
key components that we consign to certain of our contract manufacturers. In
addition, cost of revenues includes labor and other
costs which include salary, benefits and stock-based compensation, in addition
to costs associated with tooling, testing and quality
assurance, warranty costs, logistics costs, tariffs and excess and obsolete
inventory write-downs.

We currently operate warehouses located in the U.S. and Europe. In addition, we
outsource other logistics warehousing
and order fulfillment functions located in China and to a lesser extent in other
countries. We also evaluate and utilize other vendors
for various portions of our supply chain from time to time. Our operations
organization consists of employees and consultants
engaged in the management of our contract manufacturers, new product
introduction activities, logistical support and engineering.

Gross Profit



Our gross profit has been, and may in the future be, influenced by several
factors including changes in product mix, target end
markets for our products, channel inventory levels, tariffs, pricing due to
competitive pressure, production costs and global demand
for electronic components. Although we procure and sell our products mostly in
U.S. dollars, our contract manufacturers incur many
costs, including labor costs, in other currencies. To the extent that the
exchange rates move unfavorably for our contract
manufacturers, they may try to pass these additional costs on to us, which could
have a material impact on our future average selling
prices and unit costs. In June 2018, the Office of the United States Trade
Representative announced new proposed tariffs for certain
products imported into the U.S. from China. The vast majority of our products
that are imported into the U.S. from China are
currently subject to tariffs that range between 7.5% and 25%. These tariffs have
already affected our operating results and margins.
For so long as such tariffs are in effect, we expect it will continue to affect
our operating results and margins. As a result, our
historical and current gross profit margins may not be indicative of our gross
profit margins for future periods. Refer to "Part II-
Item 1A. Risk Factors-Risks Related to Our International Operations-Our business
may be negatively affected by political events
and foreign policy responses" for additional information.

Operating Expenses

We classify our operating expenses as research and development and, sales, general and administrative expenses.



•Research and development expenses consist primarily of salary and benefit
expenses, including stock-based compensation, for employees and costs for
contractors engaged in research, design and development activities, as well as
costs for prototypes, licensed or purchased intellectual property, facilities
and travel. Over time, we expect our research and development costs to increase
as we continue making significant investments in developing new products in
addition to new versions of our existing products.

•Sales, general and administrative expenses include salary and benefit expenses,
including stock-based compensation, for employees and costs for contractors
engaged in sales, marketing and general and administrative activities, as well
as the costs of legal expenses, trade shows, marketing programs, promotional
materials, bad debt expense, professional services, facilities, general
liability insurance and travel. As our product portfolio and targeted markets
expand, we may need to employ different sales models, such as building a
traditional direct sales force. These sales models would likely increase our
costs. Over time, we expect our sales, general and administrative expenses to
increase in absolute dollars due to continued growth in headcount, expansion of
our efforts to register and defend trademarks and patents and to support our
business and operations

Provisions for Income Taxes

We use the asset and liability method to account for income taxes. Significant
management judgment is required in determining
the provision for income taxes, deferred tax assets and liabilities and any
valuation allowance recorded against net deferred tax
assets. In preparing the consolidated financial statements, we are required to
estimate income taxes in each of the jurisdictions in
which we operate. We must assess such potential exposures and, where necessary,
provide a reserve to cover any expected loss. To
the extent that we establish a reserve, the provision for income taxes would be
increased. If we ultimately determine that payment of
these amounts is unnecessary, we reverse the liability and recognize a tax
benefit during the period in which we determine that the
liability is no longer necessary. We record an additional charge in our
provision for taxes in the period in which we determine that
tax liability is greater than our original estimate. We recognize interest and
penalties related to unrecognized tax benefits on the
income tax expense line in the accompanying consolidated statement of operations
and comprehensive income. Refer to "Part II-
Item 1A. Risk Factors-Risks Related to Regulatory, Legal and Tax Matters-Changes
in applicable tax regulations could
negatively affect our financial results" for additional information

Critical Accounting Policies



We prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America ("GAAP"). In many
cases, the accounting treatment of a particular transaction is specifically
dictated by GAAP and does not

                                       23
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require management's judgment in its application. In other cases, management's
judgment is required in selecting among available alternative accounting
standards that provide for different accounting treatment for similar
transactions. The preparation of consolidated financial statements also requires
us to make estimates and assumptions that affect the amounts we report as
assets, liabilities, revenues, costs and expenses and affect the related
disclosures. We base our estimates on historical experience and other
assumptions that we believe are reasonable under the circumstances. In many
instances, we could reasonably use different accounting estimates, and in some
instances changes in the accounting estimates are reasonably likely to occur
from period to period. Accordingly, our actual results could differ
significantly from the estimates made by our management. To the extent that
there are differences between our estimates and actual results, our future
financial statement presentation, financial condition, results of operations and
cash flows will be affected. Our critical accounting policies are discussed in
our Annual Report, filed with the SEC on August 27, 2021, and there have been no
material changes other than that have been disclosed in Note 2 to our
consolidated financial statements herein. Additionally, as the COVID-19 pandemic
continues to develop and supply chain constraints on the global supply of
components, particularly the chipsets, we use to manufacture our products
persists, many of our estimates could require increased judgment and carry a
higher degree of variability and volatility. As events continue to evolve our
estimates may change materially in future periods. We believe that the
accounting policies discussed in our Annual Report, are critical to
understanding our historical and future performance, as these policies relate to
the more significant areas involving management's judgments and estimates.

Results of Operations

Comparison of Three and Nine Months Ended March 31, 2022 and 2021


                                                         Three Months Ended March 31,                                                Nine Months Ended March 31,
                                                    2022                                  2021                                2022                                 2021
                                                                                           (In thousands, except percentages)
Revenues                            $     358,068                100  %        $ 467,237           100  %        $  1,248,547           100  %        $ 1,420,206            100  %
Cost of revenues (1)                      242,050                 68  %          244,499            52  %             748,369            60  %            738,678             52  %
Gross profit                              116,018                 32  %          222,738            48  %             500,178            40  %            681,528             48  %
Operating expenses:
Research and development (1)               35,261                 10  %           30,483             7  %             100,181             8  %             85,208              6  %
Sales, general and administrative          18,151                  5  %           13,255             3  %              50,302             4  %             36,556              3  %
(1)

Total operating expenses                   53,412                 15  %           43,738            10  %             150,483            12  %            121,764              9  %
Income from operations                     62,606                 17  %          179,000            38  %             349,695            28  %            559,764             39  %
Interest expense and other, net            (3,252)                (1  %)          (4,890)           (1  %)             (9,784)           (1  %)           (12,420)            (1  %)
Income before income taxes                 59,354                 16  %          174,110            37  %             339,911            27  %            547,344             38  %
Provisions for income taxes                 9,000                  3  %           28,035             6  %              53,758             4  %             85,092              6  %
Net income                          $      50,354                 13  %        $ 146,075            31  %        $    286,153            23  %        $   462,252             32  %
(1) Includes stock-based
compensation as follows:
Cost of revenues                               18                                     23                                   63                                  80
Research and development                      629                                    538                                1,786                               1,560
Sales, general and administrative             227                                    214                                  654                           

625


Total stock-based compensation                874                                    775                                2,503                               2,265


Revenues

Total revenues decreased $109.1 million, or 23%, from $467.2 million in the three months ended March 31, 2021 to $358.1 million in the three months ended March 31, 2022.



Total revenues decreased $171.7 million, or 12%, from $1420.2 million in the
nine months ended March 31, 2021 to $1248.5 million in the nine months ended
March 31, 2022.

The decline in revenue for the quarter ended March 31, 2022, as compared to the
comparable prior year period, was primarily driven by decreases in revenue in
both the Enterprise Technology and Service Provider Technology platforms. The
decline in revenue for the nine months ended March 31, 2022, as compared to the
comparable prior year period, was primarily driven by a decrease in revenue in
the Service Provider Technology platform. Overall, revenues were significantly
negatively impacted by our inability to fulfill demand due to the global
component supply shortage and the continued outbreaks of COVID around the world.





                                       24

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Revenues by Product Type

                                                 Three Months Ended March 31,                                                Nine Months Ended March 31,
                                           2022                                  2021                                 2022                                   2021
                                                                                    (in thousands, except percentages)
Enterprise technology        $      295,043              82  %       $ 314,875              67  %       $      972,173              78  %       $   960,507              68  %
Service Provider Technology          63,025              18  %         152,362              33  %              276,374              22  %           459,699              32  %
Total revenues               $      358,068             100  %       $ 467,237             100  %       $    1,248,547             100  %       $ 1,420,206             100  %



Enterprise Technology revenue decreased $19.9 million, or 6.3%, from $314.9
million in the three months ended March 31, 2021 to $295.0 million in the three
months ended March 31, 2022 and increased $11.7 million, or 1%, from $960.5
million in the nine months ended March 31, 2021 to $972.2 million in the nine
months ended March 31, 2022.

The decrease in Enterprise Technology revenue during the three months ended
March 31, 2022, as compared to the same period in the prior year, was primarily
due to decreased revenue in our UniFi technology platform across all geographic
regions other than North America.

The increase in Enterprise Technology revenue during the nine months ended March 31, 2022, as compared to the same period in the prior year, was primarily due to increased revenue from our UniFi technology platform across all geographic regions other than EMEA.



Service Provider Technology revenue decreased $89.4 million, or 59%, from $152.4
million in the three months ended March 31, 2021 to $63.0 million in the three
months ended March 31, 2022 and decreased $183.3 million, or 40%, from $459.7
million in the nine months ended March 31, 2021 to $276.4 million in the nine
months ended March 31, 2022.

The decrease in Service Provider Technology revenue during the three and nine
months ended March 31, 2022, as compared to the same periods in the prior year,
was primarily due to decreased revenue in all of our product platforms across
all geographic regions.

Revenues by Geography

We have determined the geographical distribution of our product revenues based
on our customers' ship-to destinations. A majority
of our sales are to distributors who either sell to resellers or directly to end
customers, who may be located in different countries
than the initial ship-to destination. The following are our revenues by
geography for the three and nine months ended March 31, 2022 and 2021 (in
thousands, except percentages):


                                                  Three Months Ended March 31,                                            Nine Months Ended March 31,
                                             2022                                2021                               2022                                 2021
                                                                                   (in thousands, except percentages)
North America(1)                $      183,575            51  %       $ 209,515            45  %       $      579,711            47  %       $   623,835            44  %
Europe, the Middle East and            135,227            38  %         189,573            41  %              498,836            40  %           587,507            41  %
Africa ("EMEA")
Asia Pacific                            26,455             7  %          36,145             8  %              102,152             8  %           115,464             8  %
South America                           12,811             4  %          32,004             7  %               67,848             5  %            93,400             7  %
Total revenues                  $      358,068           100  %       $ 467,237           100  %       $    1,248,547           100  %       $ 1,420,206           100  %



(1) Revenue for the United States was $173.9 million and $193.2 million for the
three months ended March 31, 2022 and 2021, respectively. Revenue for the United
States was $536.8 million and $582.1 million for the nine months ended March 31,
2022 and 2021, respectively.

North America



Revenues in North America decreased $25.9 million, or 12%, from $209.5 million
in the three months ended March 31, 2021 to $183.6 million in the three months
ended March 31, 2022 and decreased $44.1 million, or 7%, from $623.8 million in
the nine months ended March 31, 2021 to $579.7 million in the nine months ended
March 31, 2022.

The decrease in North America revenues during the three and nine months ended
March 31, 2022 as compared to the same periods in the prior year, was primarily
due to decreased revenue from our Service Provider Technology products offset,
in part, by increased revenue from Enterprise Technology products.

                                       25
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Europe, the Middle East, and Africa (EMEA)



Revenues in EMEA decreased $54.4 million, or 29%, from $189.6 million in the
three months ended March 31, 2021 to $135.2 million in the three months ended
March 31, 2022 and decreased $88.7 million, or 15%, from $587.5 million in the
nine months ended March 31, 2021 to $498.8 million in the nine months ended
March 31, 2022.

The decrease in EMEA revenues during the three and nine months ended March 31,
2022 as compared to the same periods in the prior year, was primarily due to
decreased revenue from both our Service Provider Technology and Enterprise
Technology products.

Asia Pacific



Revenues in the Asia Pacific region decreased $9.6 million, or 27%, from $36.1
million in the three months ended March 31, 2021 to $26.5 million in the three
months ended March 31, 2022 and decreased $13.3 million, or 12%, from $115.5
million in the nine months ended March 31, 2021 to $102.2 million in the nine
months ended March 31, 2022.

The decrease in Asia Pacific revenues during the three months ended March 31,
2022 as compared to the three months ended March 31, 2021 was due to decreased
revenue from both our Service Provider Technology and Enterprise Technology
products. The decrease in Asia Pacific revenues during the nine months ended
March 31, 2022 as compared to the nine months ended March 31, 2021 was primarily
due to decreased revenue from our Service Provider products offset, in part, by
increased revenue from our Enterprise Technology products.

South America



Revenues in South America decreased $19.2 million, or 60%, from $32.0 million in
the three months ended March 31, 2021 to $12.8 million in the three months ended
March 31, 2022 and decreased $25.6 million, or 27%, from $93.4 million in the
nine months ended March 31, 2021 to $67.8 million in the nine months ended March
31, 2022.

The decrease in South America revenues during the three months ended March 31, 2022 as compared to the same period in the prior year, was due to decreased revenue from both our Service Provider Technology and Enterprise Technology products.



The decrease in South America revenues during the nine months ended March 31,
2022 as compared to the same periods in the prior year, was primarily due to
decreased revenue from our Service Provider Technology products offset, in part,
by increased revenue from our Enterprise Technology products.

Cost of Revenues and Gross Profit
Cost of revenues decreased $2.4 million, or 1%, from $244.5 million in the three
months ended March 31, 2021 to $242.1 million in the three months ended March
31, 2022. The decrease is mainly due to lower sales, offset by a change in mix
of products, and higher shipping costs.

Cost of revenues increased $9.7 million, or 1%, from $738.7 million in the nine
months ended March 31, 2021 to $748.4 million in the nine months ended March 31,
2022. The increase is primarily due to a change in the mix of products sold and
higher component costs, shipping costs and indirect overhead expenses.

Gross profit margin decreased to 32.4% in the three months ended March 31, 2022
compared to 47.7% in the three months ended March 31, 2021, and decreased to
40.1% in the nine months ended March 31, 2022 compared to 48.0% in the nine
months ended March 31, 2021, primarily driven by a change in mix of products
sold and higher component costs, shipping costs and indirect overhead
expenses.General transportation costs have increased materially and we continue
to incur additional costs on top of these general costs to expedite shipments.

Operating Expenses

Research and Development

Research and development ("R&D") expenses increased $4.8 million, or 16%, from
$30.5 million in the three months ended March 31, 2021 to $35.3 million in the
three months ended March 31, 2022. As a percentage of revenues, R&D expenses
increased from 7% for the three months ended March 31, 2021 to 10% for the three
months ended March 31, 2022.

R&D expenses increased $15.0 million, or 18%, from $85.2 million in the nine
months ended March 31, 2021 to $100.2 million in the nine months ended March 31,
2022. As a percentage of revenues, R&D expenses increased from 6% for the nine
months ended March 31, 2021 to 8% for the nine months ended March 31, 2022.

The increase in R&D expenses in the three and nine months ended March 31, 2022,
as compared to both comparable prior periods, was primarily driven by higher
employee related costs, depreciation and amortization and prototype testing
expenses.

Sales, General and Administrative



Sales, general and administrative ("SG&A") expenses increased $4.9 million, or
37%, from $13.3 million in the three months ended March 31, 2021 to $18.2
million in the three months ended March 31, 2022. As a percentage of revenues,
SG&A expenses increased from 2.8% for the three months ended March 31, 2021 to
5.1% for the three months ended March 31, 2022.

SG&A expenses increased $13.7 million, or 38%, from $36.6 million in the nine
months ended March 31, 2021 to $50.3 million in the nine months ended March 31,
2022. As a percentage of revenues, SG&A expenses increased from 3% for the nine
months ended

                                       26
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March 31, 2021 to 4% for the nine months ended March 31, 2022.



The increase in SG&A expenses in the three months and nine months ended
March 31, 2022, as compared to both comparable prior periods, was primarily
driven by increased marketing expenses, increased credit card processing fees
and donations to humanitarian relief organizations addressing the military
conflict between Russia and Ukraine, offset by lower professional and service
fees and the benefit of the Business e-mail compromise ('BEC') recovery
recognized in the quarter ending March 31, 2021.

Provision for Income Taxes



Our provision for income taxes decreased $19.0 million, or 68%, from $28.0
million for the three months ended March 31, 2021 to $9.0 million for the three
months ended March 31, 2022. Our effective tax rate decreased to 15.2% for the
three months ended March 31, 2022 as compared to 16.1% for the three months
ended March 31, 2021.

Our provision for income taxes decreased $31.3 million, or 37%, from $85.1
million for the nine months ended March 31, 2021 to $53.8 million for the nine
months ended March 31, 2022. Our effective tax rate increased to 15.8% for the
nine months ended March 31, 2022 as compared to 15.5% for the nine months ended
March 31, 2021.

The change in effective tax rates for the three and nine months ended March 31,
2022 as compared to the same periods in the prior year was primarily driven by
changes in the mix of the income earned in various tax jurisdictions.

Liquidity and Capital Resources



Sources and Uses of Cash
Our principal source of liquidity are cash and cash equivalents, cash generated
by operations, the availability of additional funds under the Facilities and
short-term and long-term investments. Our principal uses for liquidity are to
fund normal operations, to fund payments of the Company's debt, dividends and
stock repurchases, and to fund research and development expenses. We had cash
and cash equivalents of $144.3 million and $249.4 million as of March 31, 2022
and June 30, 2021, respectively.

Consolidated Cash Flow Data

The following table sets forth the major components of our consolidated statements of cash flows data for the periods presented:

Nine Months Ended March 31,


                                                                              2022                  2021
                                                                                  (In thousands)
Net cash provided by operating activities                              $       300,280          $ 447,773
Net cash provided by (used in) investing activities                            (10,718)           (15,080)
Net cash (used in) financing activities                                       (394,668)          (312,519)
Net increase (decrease) in cash and cash equivalents                   $    

(105,106) $ 120,174

Cash Flows from Operating Activities



Net cash provided by operating activities in the nine months ended March 31,
2022 consisted primarily of net income of $286.2 million partially offset by
changes in operating assets and liabilities that resulted in net cash outflows
of $9.3 million. This net change consisted primarily of a $13.5 million increase
in inventory, $34.8 million increase in vendor deposits, a $84.8 million
decrease in accounts receivable, a $29.6 million decrease in net accounts
payable and accrued liabilities, a $12.7 million decrease in taxes payable due
to the timing of federal tax payments and a $5.9 million decrease in prepaid
expense and other assets.

Net cash provided by operating activities in the nine months ended March 31,
2021 consisted primarily of net income of $462.3 million, partially offset by
changes in operating assets and liabilities that resulted in net cash outflows
of $36.2 million. This net change consisted primarily of a $60.8 million
decrease in inventory offset by $3.6 million increase in vendor deposit,
$3.8 million decrease in net accounts payable and accrued liabilities, a $45.2
million increase in accounts receivable due to higher revenue for the period, a
$26.2 million decrease in taxes payable due to the timing of federal tax
payments and a $27.1 million increase in prepaid expense and other assets.

Cash Flows from Investing Activities

We used $10.7 million of cash in investing activities during the nine months ended March 31, 2022. Our investing activities consisted primarily of $11.1 million of capital expenditures and $0.9 million purchase of investments, partially offset by maturities of investment securities of $1.2 million.



We used $15.1 million of cash in investing activities during the nine months
ended March 31, 2021. Our investing activities consisted of $16.0 million of
capital expenditures and purchase of intangible assets, partially offset by
maturities of investment securities of $0.9 million.

Cash Flows from Financing Activities

We used $394.7 million of cash in financing activities during the nine months ended March 31, 2022. During the nine months ended


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March 31, 2022, we used $231.3 million of net funds for repayments under the
Company's credit facilities, $513.0 million related to the repurchase of our
common stock and $111.8 million related to dividends paid on our common stock.

We used $312.5 million of cash in financing activities during the nine months
ended March 31, 2021. During the nine months ended March 31, 2021, we used $80.0
million of net funds for repayments under the facilities, used $152.6 million
related to the repurchase of our common stock and used $75.7 million related to
dividends paid on our common stock.

Liquidity



We believe our existing cash and cash equivalents, cash provided by operations
and the availability of additional funds, under our Facilities will be
sufficient to meet our working capital, future stock repurchases, dividends, and
capital expenditure needs for the next twelve months, as well as long-term
liquidity requirements. However, this estimate is based on a number of
assumptions that may prove to be wrong and we could exhaust our available cash
and cash equivalents earlier than presently anticipated or need to rely more
heavily on our Facilities or other sources of liquidity to continue to meet our
needs. Our future capital requirements may vary materially from those currently
planned and will depend on many factors, including our rate of revenue growth,
the timing and extent of spending to support development efforts, the timing of
new product introductions, market acceptance of our products, the availability
of additional funds under our Facilities and overall economic conditions. The
COVID-19 pandemic and resulting global disruptions have caused significant
volatility in financial markets and the domestic and global economy. This
disruption can contribute to potential payment delays or defaults in our
accounts receivable, affect asset valuations resulting in impairment charges,
and affect the availability of financing credit as well as other segments of the
credit markets. For a further discussion of the uncertainties and business risks
associated with the COVID-19 pandemic, refer to "Part II-Item 1A. Risk Factors -
Risks Related to Our Business and Industry - Our contract manufacturers,
logistics centers and certain administrative and research and development
operations, as well as our customers and suppliers, are located in areas likely
to be subject to natural disasters and public health problems, which could
adversely affect our business, results of operations and financial condition"
for additional information. We expect to continue to maintain financing
flexibility in the current market conditions. However, due to the rapidly
evolving global situation, it is not possible to predict whether unanticipated
consequences of the pandemic are reasonably likely to materially affect our
liquidity and capital resources in the future.

Warranties and Indemnifications



Our products are generally accompanied by a twelve to twenty-four month warranty
from date of purchase, which covers both parts and labor. Generally, the
distributor is responsible for the freight costs associated with warranty
returns, and we absorb the freight costs of replacing items under warranty. In
accordance with the Financial Accounting Standards Board's ("FASB's"),
Accounting Standards Codification ("ASC"), 450-20, Loss Contingencies, we record
an accrual when we believe it is reasonably estimable and probable based upon
historical experience. We record a provision for estimated future warranty work
in cost of goods sold upon recognition of revenues, and we review the resulting
accrual regularly and periodically adjust it to reflect changes in warranty
estimates.

We have entered and may in the future enter into standard indemnification
agreements with certain distributors as well as other business partners in the
ordinary course of business. These agreements may include provisions for
indemnifying the distributor, OEM or other business partner against any claim
brought by a third-party to the extent any such claim alleges that a Ubiquiti
product infringes a patent, copyright or trademark or violates any other
proprietary rights of that third-party. The maximum amount of potential future
indemnification is unlimited. The maximum potential amount of future payments we
could be required to make under these indemnification agreements is not
estimable.

We have agreed to indemnify our directors, officers and certain other employees
for certain events or occurrences, subject to certain limits, while such persons
are or were serving at our request in such capacity. We may terminate the
indemnification agreements with these persons upon the termination of their
services with us, but termination will not affect claims for indemnification
related to events occurring prior to the effective date of termination. The
maximum amount of potential future indemnification is unlimited. We have a
Directors and Officers insurance policy that limits our potential exposure for
our indemnification obligations to our directors, officers and certain other
employees. We believe the fair value of these indemnification agreements is
minimal. We have not recorded any liabilities for these agreements as of
March 31, 2022.

Based upon our historical experience and information known as of the date of
this report, we do not believe it is likely that we have a material liability
for the above indemnities as of March 31, 2022.

Contractual Obligations and Off-Balance Sheet Arrangements



Our contractual obligations represent material expected or contractually
committed future payment obligations. We believe that we will be able to fund
these obligations through our existing cash and cash equivalents, cash generated
from operations and the availability of additional funds under the Facilities.

Purchase Obligations



We subcontract with third parties to manufacture our products and have purchase
commitments with key component suppliers. During the normal course of business,
our contract manufacturers procure components and manufacture products based
upon orders placed by us. If we cancel all or part of the orders, we may still
be liable to the contract manufacturers for the cost of the components purchased

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by the subcontractors to manufacture our products. We periodically review the
potential liability, and as of March 31, 2022, we have recorded a purchase
obligation liability of $7.8 million related to component purchase commitments.
There have been no other significant liabilities for cancellations recorded as
of March 31, 2022. Our consolidated financial position and results of operations
could be negatively impacted if we were required to compensate the contract
manufacturers for any unrecorded liabilities incurred. We may be subject to
additional purchase obligations for supply agreements and components ordered by
our contract manufacturers based on manufacturing forecasts we provide them each
month. We estimate the amount of these additional purchase obligations to range
from $185.6 million to $1,294.2 million as of March 31, 2022, depending upon the
timing of orders placed for these components by our contract manufacturers.

Transition Tax



The Company also had obligations of $76.4 million as of March 31, 2022, related
to transition tax, which represent future cash tax payments associated with the
one-time U.S. transition tax on accumulated earnings of foreign subsidiaries as
a result of the Tax Cuts and Jobs Act ("the Tax Act"). These obligations are
included within Income taxes payable and Long-term taxes payable on our
Consolidated Balance Sheets.

Other Obligations



The Company had other obligations of $3.1 million as of March 31, 2022, which
consisted primarily of commitments related to raw materials and research and
development projects.

Unrecognized Tax Benefits
As of March 31, 2022, we had $35.4 million of unrecognized tax benefits and an
additional $4.2 million for accrued interest, classified as non-current
liabilities. At this time, we are unable to make a reasonably reliable estimate
of timing of payments in individual years in connection with these tax
liabilities.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, refer to Note 2 to the Consolidated Financial Statements.

Note About Forward-Looking Statements



When used in this Report, the words "anticipates," "believes," "could," "seeks,"
"estimates," "expects," "intends," "may," "plans" "potential," "predicts,"
"projects," "should," "will," "would" or similar expressions and negatives of
those terms are intended to identify forward-looking statements. These are
statements that relate to future periods and include statements about our future
results, sources of revenue, our dividend, our continued growth, our gross
margins, market trends, our product development, our introduction of new
products, technological developments, the features, benefits and performance of
our current and future products, the ability of our products to address a
variety of markets, the anticipated growth of demand for connectivity worldwide,
our growth strategies, future price reductions, our competitive status, our
dependence on our senior management and our ability to attract and retain key
personnel, dependency on and concentration of our distributors, our employee
relations, current and potential litigation, current or potential
indemnification liabilities, the effects of government regulations, the impact
of tariffs, the expected impact of taxes on our liquidity and results of
operations, our compliance with laws and regulations, our expected future
operating costs and expenses and expenditure levels for research and
development, selling, general and administrative expenses, fluctuations in
operating results, fluctuations in our stock price, our payment of dividends,
our future liquidity and cash needs, and the adequacy of and our reliance on our
source of liquidity to meet such needs, our Facilities, future acquisitions of
and investments in complimentary businesses, the expected impact of various
accounting policies and rules adopted by the Financial Accounting Standards
Board and the impact of COVID-19 pandemic and the military conflict between
Russia and Ukraine on our business and results of operations. Forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. These risks and uncertainties
include, but are not limited to, the impact of U.S. tariffs on results of
operations, our ability to manage our growth, our ability to sustain or increase
profitability, demand for our products, our ability to compete, our ability to
rapidly develop new technology and introduce new products, our ability to
safeguard our intellectual property, trends in the networking industry and
fluctuations in general economic conditions, the impact of COVID-19 pandemic and
the military conflict between Russia and Ukraine on our business, results and
liquidity, volatility in our short-term investments, and the risks set forth
throughout this Report, including under Part II: "Other Information", Item 1,
"Legal Proceedings" and under Item 1A, "Risk Factors." These forward-looking
statements speak only as of the date hereof. Except as required by law, we
expressly disclaim any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any
change in our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

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