Item 2.02 Results of Operations and Financial Condition.
On May 8, 2020, Ubiquiti Inc. (the "Company") issued a press release announcing
its financial results for the fiscal quarter ended March 31, 2020. A copy of the
press release is attached hereto as Exhibit 99.1.
The Company hereby furnishes the information relating to its financial results
for the fiscal quarter ended March 31, 2020 set forth in the press release
issued on May 8, 2020 and which is incorporated herein by reference. This
information is not deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference into any filing of the Company under the Securities Act of 1933, as
amended (the "Securities Act"), in each case, whether made before or after the
date hereof, regardless of any general incorporation language in such filing.
Other documents filed with the Securities and Exchange Commission (the "SEC")
shall not incorporate this information by reference, except as otherwise
expressly stated in such filing.
Item 8.01 Other Events.
On November 6, 2019, the Board of Directors of the Company (the "Board")
approved a $200 million stock repurchase program (the "2019 November Program").
As of May 7, 2020, the Company had $37.9 million available under the 2019
November Program.
On May 5, 2020, the Board approved a $500 million stock repurchase program (the
"2020 May Program"). Under the 2020 May Program, the Company may repurchase up
to $500 million of its common stock, par value $0.001 per share (the "Common
Stock"). The 2020 May Program expires on March 31, 2022. As part of the 2020 May
Program, shares of the Common Stock may be purchased from time to time,
depending upon market conditions, in open market transactions, including through
block purchases, through privately negotiated transactions, or pursuant to any
trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange
Act. The timing, manner, price and amount of any repurchases will be determined
in the Company's discretion and the 2020 May Program may be suspended,
terminated or modified at any time for any reason. The 2020 May Program does not
obligate the Company to acquire any specific number of shares, and all open
market repurchases will be made in accordance with Rule 10b-18 of the Exchange
Act, which sets certain restrictions on the method, timing, price and volume of
open market stock repurchases.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press release of Ubiquiti Inc. dated May 8, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
section, nor shall Exhibit 99.1 be deemed incorporated by reference into any
filing of the Company under the Securities Act, in each case, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing, except as expressly set forth in such filing.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Statements other than statements of historical fact including words such as
"look", "will", "anticipate", "believe", "estimate", "expect", "forecast",
"consider" and "plan" and statements in the future tense are forward looking
statements. The statements in this Current Report on Form 8-K that could be
deemed forward-looking statements include statements regarding the impact of
COVID-19 and our intentions to pay quarterly cash dividends and any statements
or assumptions underlying any of the foregoing.
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Forward-looking statements are subject to certain risks and uncertainties that
could cause our actual future results to differ materially or cause a material
adverse impact on our results. Potential risks and uncertainties include, but
are not limited to, the impact of public health problems, such as COVID-19, and
U.S. tariffs on results; fluctuations in our operating results; varying demand
for our products due to the financial and operating condition of our
distributors and their customers, and our distributors' inventory management
practices; political and economic conditions and volatility affecting the
stability of business environments, economic growth, currency values, commodity
prices and other factors that may influence the ultimate demand for our products
in particular geographies or globally; impact of counterfeiting and our ability
to contain such impact; our reliance on a limited number of distributors;
inability of our contract manufacturers and suppliers to meet our demand; our
dependence on chipset suppliers for chipsets without a short-term alternative;
as we move into new markets competition from certain of our current or potential
competitors who may be more established in such markets; our ability to keep
pace with technological and market developments; success and timing of new
product introductions by us and the performance of our products generally; our
ability to effectively manage the significant increase in our transactional
sales volumes; we may become subject to warranty claims, product liability and
product recalls; that a substantial majority of our sales are into countries
outside the United States and we are subject to numerous U.S. export control and
economic sanctions laws; costs related to responding to government inquiries
related to regulatory compliance; our reliance on certain key members of our
management team, including our founder and chief executive officer, Robert J.
Pera; adverse tax-related matters such as tax audits, changes in our effective
tax rate or new tax legislative proposals; whether the final determination of
our income tax liability may be materially different from our income tax
provisions; the impact of any intellectual property litigation and claims for
indemnification; litigation related to U.S. securities laws; and economic and
political conditions in the United States and abroad. We discuss these risks in
greater detail under the heading "Risk Factors" and elsewhere in our Annual
Report on Form 10-K for the year ended June 30, 2019, and subsequent filings
filed with the U.S. Securities and Exchange Commission (the "SEC"), which are
available at the SEC's website at www.sec.gov. Copies may also be obtained by
contacting the Ubiquiti Inc. Investor Relations Department, by email at
IR@ui.com or by visiting the Investor Relations section of the Ubiquiti Inc.
website, http://ir.ui.com. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. Also, forward-looking statements
represent our management's beliefs and assumptions only as of the date made.
Except as required by law, Ubiquiti Inc. undertakes no obligation to update
information contained herein. You should review our SEC filings carefully and
with the understanding that our actual future results may be materially
different from what we expect.
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