Item 2.02 Results of Operations and Financial Condition.
On May 6, 2022, Ubiquiti Inc. (the "Company") issued a press release announcing
its financial results for the fiscal quarter ended March 31, 2022. 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, 2022 set forth in the press release
issued on May 6, 2022 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 May 3, 2022, the Board of Directors of the Company approved a $200 million
stock repurchase program (the "2022 May Program"). Under the 2022 May Program,
the Company may repurchase up to $200 million of its common stock, par value
$0.001 per share (the "Common Stock"). The 2022 May Program expires on September
30, 2023. As part of the 2022 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 2022 May
Program may be suspended, terminated or modified at any time for any reason. The
2022 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 6, 2022
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, global component supply, logistics related costs and delays and our
intentions to pay quarterly cash dividends and any statements or assumptions
underlying any of the foregoing.
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
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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 social, economic and political conditions
in the United States and abroad, including the impact of the military conflict
between Russia and Ukraine. 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, 2021, 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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