UI 8-K Current Reports

Ubiquiti 8-K Report, Financial Results (Aug 21, 2026)

Ubiquiti Inc. (NYSE: UI) reported fourth-quarter fiscal 2026 results for the quarter ended June 30, 2026, with revenues of $937.3 million, a record according to the press release headline. Revenues rose 18.9% from the prior quarter and 23.5% from the comparable prior-year quarter, driven by Enterprise Technology ($868.3 million, versus $680.1 million a year earlier). Service Provider Technology revenue declined to $69.0 million from $79.0 million. Fourth-quarter GAAP gross margin was 45.8%, down from 47.0% in the prior quarter but up from 45.1% a year earlier. GAAP diluted EPS was $4.70 and non-GAAP diluted EPS was $4.73. For full fiscal 2026, revenues were $3.3 billion (up 27.2%), GAAP diluted EPS was $15.85, and non-GAAP diluted EPS was $15.95. The company stated that management expects component costs may continue to rise and availability may remain constrained, which could pressure gross margins in the near term. The prior-year fourth-quarter GAAP results included an $8.5 million income tax benefit, and the release notes that the comparable prior-year GAAP figures benefited from a $53.7 million deferred tax asset from an intercompany intangibles transfer, which is excluded from non-GAAP results. Capital return items were also disclosed. The Board declared a $1.00 per share cash dividend payable September 8, 2026, to holders of record on August 31, 2026, and the company intends to pay quarterly dividends of at least $1.00 per share in each quarter of fiscal 2027, subject to Board determination. Separately, the Board extended the expiration of its $500 million stock repurchase program from September 30, 2026 to September 30, 2027.

Aug 21, 2026 8-K

Ubiquiti 8-K Report, Financial Results (May 8, 2026)

Ubiquiti Inc. reported results for its fiscal third quarter ended March 31, 2026, with revenues of $788.2 million, up 18.7% year over year but down 3.3% from the prior quarter. Enterprise Technology drove the annual growth, with revenue of $717.9 million versus $585.7 million a year earlier, while Service Provider Technology revenue fell to $70.3 million from $78.4 million. North America was the largest region at $410.2 million, up from $322.7 million. Profitability improved over both comparison periods. GAAP gross margin was 47.0%, compared with 45.9% in the prior quarter and 44.5% in the year-earlier quarter, and the filing attributes the year-over-year gain mainly to favorable product mix, lower excess and obsolete inventory charges, and lower shipping and other indirect costs, partly offset by higher tariff costs. Income from operations was $290.8 million. GAAP net income was $233.9 million and GAAP diluted EPS was $3.86, up 29.6% and 29.5% respectively from the prior year. Non-GAAP diluted EPS was $3.88. The Board declared a $0.80 per share cash dividend payable May 26, 2026 to holders of record on May 18, 2026. The filing also states that the company repaid all of its outstanding debt as of March 2026, which reduced interest expense and other, net to $0.7 million for the quarter. Nine-month revenue was $2.34 billion and nine-month GAAP diluted EPS was $11.15.

May 8, 2026 8-K

Securities & ListingShareholder Matters

Ubiquiti 8-K Report, Financial Results (Feb 6, 2026)

Ubiquiti Inc. (NYSE: UI) reported results for the fiscal second quarter ended December 31, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K dated February 6, 2026. Revenues were $814.9 million, up from $599.9 million in the comparable prior-year quarter and from $733.8 million in the prior quarter. Enterprise Technology revenue was $729.0 million and Service Provider Technology revenue was $85.9 million. Gross profit was $374.0 million, a GAAP gross margin of 45.9%. Income from operations was $292.9 million, and GAAP net income was $233.6 million, or $3.86 per diluted share, compared with $3.43 per diluted share in the prior quarter. Non-GAAP diluted EPS was $3.88. Operating expenses were $81.1 million, including R&D of $50.8 million and SG&A of $30.3 million. Management attributed the gross margin change versus the prior year mainly to favorable product mix, lower shipping costs, and lower excess and obsolete inventory charges, partly offset by higher tariff costs. Interest expense and other, net fell to $1.6 million from $11.4 million a year earlier, reflecting lower borrowings and interest rates. The Board declared a cash dividend of $0.80 per share, payable February 23, 2026 to shareholders of record at the close of business on February 17, 2026. The filing states that the information in Item 2.02 and Exhibit 99.1 is furnished rather than filed under the Exchange Act.

Feb 6, 2026 8-K

Ubiquiti 8-K Report, Listing Notice (Dec 5, 2025)

Ubiquiti Inc. reported in this Form 8-K, filed December 5, 2025, that director Ronald A. Sege passed away on November 30, 2025. Mr. Sege joined the Board in 2012 and at the time of his passing served on the audit and compensation committees and as chair of the nominating and corporate governance committee. The filing states that the Company is no longer compliant with NYSE Listed Company Manual Section 303A.07(a), which requires an audit committee of at least three independent members, because the committees were reduced to two members. The Company received official notice of non-compliance from the NYSE on December 4, 2025, and expects to appoint an additional independent director to the Board and audit committee as soon as practicable, which would restore compliance. The filing also reports results of the Annual Meeting of Stockholders held on December 4, 2025. Mr. Sege had been a director nominee for re-election and received 57,469,544 votes for and 579,731 withheld, with 1,408,040 broker non-votes. Because he died before the meeting, the Board did not designate a substitute nominee, and the Class II director seat will remain vacant until the Board appoints a replacement. Stockholders also approved the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 59,437,036 votes for, 12,784 against, and 7,495 abstaining. For investors, the key takeaways are the governance gap on the audit committee, the expected remediation through a new independent appointment, and the continued vacancy in the Class II board seat. The filing does not discuss any financial results or operational impacts.

Dec 5, 2025 8-K

Ubiquiti 8-K Report, Financial Results (Nov 7, 2025)

Ubiquiti Inc. reported results for its first quarter of fiscal 2026, the period ended September 30, 2025, in a press release furnished as Exhibit 99.1. Revenues were $733.8 million, down from $759.2 million in the prior quarter (a decrease of 3.3%) and up from $550.3 million in the year-ago quarter (an increase of 33.3%). Enterprise Technology revenue was $657.1 million, and Service Provider Technology revenue was $76.6 million. The year-over-year growth was driven by Enterprise Technology, partly offset by lower Service Provider Technology revenue. Profitability improved over the prior year. GAAP gross margin was 46.0%, compared with 45.1% in the prior quarter and 42.1% in the year-ago quarter, which the company attributed mainly to favorable product mix, lower shipping costs and indirect operating expenses, partly offset by higher tariff costs. Income from operations was $261.7 million and GAAP net income was $207.9 million, or $3.43 per diluted share, compared with $127.9 million, or $2.12 per diluted share, a year earlier. Non-GAAP diluted EPS was $3.46. The prior quarter's GAAP results included a $53.7 million deferred tax benefit from an intangibles realignment transaction, which the company excludes from non-GAAP results. The Board declared a cash dividend of $0.80 per share, payable November 24, 2025 to shareholders of record at the close of business on November 17, 2025.

Nov 7, 2025 8-K

Ubiquiti 8-K Report, Financial Results (Aug 22, 2025)

Ubiquiti Inc. (NYSE: UI) reported record fourth-quarter fiscal 2025 revenues of $759.2 million, up from $664.2 million in the prior quarter and $507.5 million in the comparable prior-year quarter, a 14.3% sequential increase and a 49.6% year-over-year increase. The growth was driven predominantly by the Enterprise Technology platform, with Enterprise Technology revenues of $680.1 million, compared with $79.0 million from Service Provider Technology. Full fiscal 2025 revenues were $2.6 billion, a 33.4% increase over fiscal 2024. Gross margin was 45.1% in the quarter, compared with 40.2% a year earlier, which management attributed mainly to favorable product mix and lower excess and obsolete inventory charges, partially offset by higher tariffs. Quarterly income from operations was $261.4 million. GAAP diluted EPS for the quarter was $4.41, versus $1.72 in the prior-year quarter, while non-GAAP diluted EPS was $3.54. The gap between GAAP and non-GAAP results reflects a $53.7 million deferred tax benefit recognized in the quarter from an intangibles realignment transaction, which produced a GAAP income tax benefit of $8.5 million. Full fiscal 2025 GAAP diluted EPS was $11.76 and non-GAAP diluted EPS was $10.96. Capital return was a focus of the announcements. The Board declared a $0.80 per share cash dividend payable September 8, 2025 to holders of record on September 2, 2025, and the company intends to pay quarterly dividends of at least $0.80 per share in each quarter of fiscal 2026, subject to Board review. On August 21, 2025, the Board also approved a new stock repurchase program of up to $500 million of common stock, expiring September 30, 2026, with timing and amount at the company's discretion and no obligation to repurchase any specific number of shares.

Aug 22, 2025 8-K

Ubiquiti 8-K Report, Financial Results (May 9, 2025)

Ubiquiti Inc. reported results for the fiscal quarter ended March 31, 2025, which the press release calls its third quarter of fiscal 2025. Revenue was $664.2 million, compared with $599.9 million in the prior quarter and $493.0 million in the year-ago quarter. The company described this as record revenue and record GAAP diluted EPS of $2.98. Growth was driven by the Enterprise Technology platform ($585.7 million of revenue), partly offset by lower Service Provider Technology revenue ($78.4 million). The filing attributes the increase to Enterprise Technology growth and attributes the gross margin improvement to lower excess and obsolete inventory charges, favorable product mix, and lower tariffs, partly offset by higher shipping costs. GAAP gross profit was $295.9 million, a gross margin of 44.5%, up from 41.2% in the prior quarter and 35.3% a year earlier. Income from operations was $226.9 million. GAAP net income was $180.4 million and non-GAAP net income was $181.8 million, with non-GAAP diluted EPS of $3.00. For the nine months ended March 31, 2025, revenue was $1.81 billion, GAAP net income was $445.2 million, and GAAP diluted EPS was $7.36. The Board declared a $0.60 per share cash dividend, payable May 27, 2025 to shareholders of record on May 19, 2025. The results are furnished under Item 2.02 and are not deemed filed for purposes of Section 18 of the Exchange Act. The filing also includes standard forward-looking statement cautions that cite U.S. tariffs, distributor inventory practices, chipset supplier dependence, and geopolitical risks.

May 9, 2025 8-K

Ubiquiti 8-K Report, Financial Results (Feb 7, 2025)

Ubiquiti Inc. reported record revenues of $599.9 million for the fiscal quarter ended December 31, 2024, up from $550.3 million in the prior quarter and $465.0 million in the year-earlier quarter. The filing states that the increase in revenue was driven by both the Enterprise Technology and Service Provider Technology platforms, with Enterprise Technology contributing $518.2 million and Service Provider Technology $81.7 million. Revenue grew 9.0% sequentially and 29.0% year over year. Profitability also improved. GAAP net income was $136.8 million, or $2.26 per diluted share, compared with $82.1 million, or $1.36 per diluted share, a year earlier. Non-GAAP net income was $138.1 million, or $2.28 per diluted share. GAAP gross margin was 41.2%, down from 42.1% in the prior quarter, which the company attributed to unfavorable product mix, higher shipping and tariff costs, partly offset by lower warehouse-related expenses and excess and obsolete inventory charges. Gross margin was up from 38.2% a year earlier, driven by favorable product mix and lower warehouse-related expenses. Operating expenses rose, with SG&A increasing on higher bad debt expense tied to a customer default and higher webstore credit card processing fees. The Board declared a $0.60 per share cash dividend payable February 24, 2025, to shareholders of record at the close of business on February 18, 2025. The results are furnished under Item 2.02 via Exhibit 99.1 and are not deemed filed for purposes of Section 18 of the Exchange Act.

Feb 7, 2025 8-K

Ubiquiti 8-K Report, Shareholder Vote Results (Dec 6, 2024)

At its annual meeting of stockholders held on December 5, 2024, Ubiquiti Inc. shareholders elected two Class I directors, Brandon Arrindell and Rafael Torres, to serve until the third annual meeting following their election. Arrindell received 57,374,812 votes for and 438,858 withheld, and Torres received 56,832,449 for and 981,221 withheld, with 1,648,476 broker non-votes applying to each. Stockholders also ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2025, with 59,431,991 votes for, 25,338 against, and 4,817 abstentions. In a non-binding advisory vote, shareholders approved named executive officer compensation with 57,682,600 votes for and 117,322 against. On the frequency of future say-on-pay votes, the "Two Years" option was approved, receiving 56,570,375 votes compared with 1,215,094 for "One Year" and 25,262 for "Three Years." These results set the cadence for future advisory compensation votes.

Dec 6, 2024 8-K

Ubiquiti 8-K Report, Financial Results (Nov 8, 2024)

Ubiquiti Inc. reported record revenues of $550.3 million for the fiscal quarter ended September 30, 2024, up from $507.5 million in the prior quarter and $463.1 million in the comparable prior-year period. The filing states revenue rose 8.5% sequentially and 18.8% year over year, driven by Enterprise Technology ($470.2 million, versus $380.1 million a year earlier), partly offset by lower Service Provider Technology revenue ($80.2 million, versus $83.0 million). Profitability improved. GAAP gross margin was 42.1%, up from 40.2% in the prior quarter and 39.7% a year earlier, which management attributed mainly to favorable product mix and, year over year, lower tariffs. GAAP net income was $128.0 million and GAAP diluted EPS was $2.12, compared with $2.12 non-GAAP diluted EPS of $2.14. The filing states GAAP net income rose 45.9% and GAAP diluted EPS rose 46.2% from the prior-year period. Interest expense and other, net fell to $10.6 million from $21.2 million a year earlier, due to lower borrowings, lower interest rates and foreign exchange gains. The Board declared a $0.60 per share cash dividend, payable November 25, 2024 to shareholders of record at the close of business on November 18, 2024. The results are furnished under Item 2.02 via Exhibit 99.1, a press release dated November 8, 2024, and the filing notes that the furnished information is not deemed filed for purposes of Section 18 of the Exchange Act.

Nov 8, 2024 8-K

Ubiquiti 8-K Report, Financial Results (Aug 23, 2024)

Ubiquiti Inc. reported results for its fourth quarter and full fiscal year 2024, ended June 30, 2024. Fourth-quarter revenues were $507.5 million, a record per the filing's headline, up 2.9% from the prior quarter and 3.3% from the prior-year quarter. GAAP diluted EPS was $1.72, flat with the prior-year quarter, and non-GAAP diluted EPS was $1.74. Growth was driven by the Enterprise Technology platform, while Service Provider Technology revenue declined versus both comparison periods. Full-year fiscal 2024 revenues were $1.93 billion, down 0.6% from fiscal 2023. GAAP net income was $349.96 million, or $5.79 per diluted share, compared with $407.64 million, or $6.74 per diluted share, in fiscal 2023. Gross margin for the year fell to 38.4% from 39.2%, driven by incremental excess and obsolete inventory charges and warehouse-related operating expenses. Research and development rose to $159.8 million and SG&A rose to $81.0 million, and interest expense and other, net increased to $75.2 million on higher average debt and interest rates. The Board declared a $0.60 per share cash dividend payable September 9, 2024, to shareholders of record on September 3, 2024. The company stated its intention to pay regular quarterly cash dividends of at least $0.60 per share, subject to Board determination each quarter based on financial performance, cash flow, and other factors.

Aug 23, 2024 8-K

Ubiquiti 8-K Report, Financial Results (May 10, 2024)

Ubiquiti Inc. reported results for its third quarter of fiscal 2024, ended March 31, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenues were $493.0 million, up from $465.0 million in the prior quarter and $457.8 million in the year-earlier quarter. Growth came from the Enterprise Technology platform, which reached $414.3 million, while Service Provider Technology fell to $78.7 million from $84.2 million a year earlier. GAAP net income was $76.3 million, or $1.26 per diluted share, and non-GAAP diluted EPS was $1.28. Both GAAP and non-GAAP net income and EPS declined from the prior-year quarter. Profitability weakened. GAAP gross margin was 35.3%, compared with 38.2% in the prior quarter and 41.2% in the prior-year quarter. Management attributed the sequential decline mainly to incremental excess and obsolete inventory charges and higher warehouse-related operating expenses. Year-over-year, the decline was attributed mainly to excess and obsolete inventory charges, unfavorable product mix and higher shipping costs, partly offset by lower tariffs. Research and development expense rose to $42.5 million, and interest expense and other, net rose to $18.9 million, driven by higher interest rates. For the nine months ended March 31, 2024, revenues were $1,421.0 million, compared with $1,449.4 million a year earlier, and GAAP net income was $246.2 million, compared with $304.0 million. The Board declared a cash dividend of $0.60 per share, payable May 28, 2024 to shareholders of record at the close of business on May 20, 2024. The filing states that the company intends to pay quarterly cash dividends.

May 10, 2024 8-K

Ubiquiti 8-K Report, Financial Results (Feb 9, 2024)

Ubiquiti Inc. reported financial results for its fiscal second quarter ended December 31, 2023, in a press release furnished as Exhibit 99.1. Revenues were $465.0 million ($464,954 thousand), up from $463.1 million in the prior quarter (an increase of 0.4%) but down from $493.6 million in the comparable prior-year quarter (a decrease of 5.8%). Enterprise Technology revenue rose sequentially to $391.5 million, while Service Provider Technology revenue fell to $73.5 million from $83.0 million in the prior quarter. Year over year, both platforms declined. Profitability weakened. GAAP gross margin was 38.2%, down 1.5% from the prior quarter and down 1.8% from the prior-year quarter, reflecting higher product-related and shipping costs sequentially and product mix year over year. Income from operations was $121.1 million compared with $145.2 million a year earlier, and interest expense and other, net rose to $18.3 million from $11.3 million, mainly due to higher interest expense from incremental borrowings and higher interest rates. GAAP net income was $82.1 million, a 26.8% decrease from the prior-year quarter, and GAAP diluted EPS was $1.36, a 26.9% decrease. Non-GAAP diluted EPS was $1.38. The Board declared a $0.60 per share cash dividend, payable February 26, 2024 to shareholders of record at the close of business on February 20, 2024. The filing also states an intention to pay quarterly cash dividends. The forward-looking statements cite risks including U.S. tariffs, reliance on a limited number of distributors and chipset suppliers, and the military conflict between Russia and Ukraine and tensions between China and Taiwan.

Feb 9, 2024 8-K

Ubiquiti 8-K Report, Shareholder Vote Results (Dec 8, 2023)

Ubiquiti Inc. filed this Current Report on Form 8-K to report the results of its Annual Meeting of Stockholders, held on December 7, 2023. The filing is limited to Item 5.07 (Submission of Matters to a Vote of Security Holders) and contains no financial results, operating metrics, or forward-looking guidance. At the meeting, stockholders elected Robert J. Pera as a Class III director, receiving 57,080,003 votes for, 659,460 votes withheld, and 1,682,795 broker non-votes. The term runs until the third annual meeting following his election, or until a successor is duly elected and qualified, subject to earlier death, resignation or removal. Stockholders also ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024, with 59,392,074 votes for, 16,503 against, and 13,681 abstentions. Both proposals were approved.

Dec 8, 2023 8-K

Ubiquiti 8-K Report, Financial Results (Nov 3, 2023)

Ubiquiti Inc. (NYSE: UI) furnished a press release reporting financial results for its first quarter of fiscal 2024, ended September 30, 2023. Revenues were $463.1 million, down from $491.1 million in the prior quarter (a 5.7% decrease) and from $498.1 million in the comparable prior-year period (a 7.0% decrease). The decline from the prior year was primarily driven by lower Enterprise Technology revenue, partially offset by higher Service Provider Technology revenue, which rose to $83.0 million from $71.8 million. GAAP diluted EPS was $1.45 and non-GAAP diluted EPS was $1.47, compared with $1.54 and $1.55, respectively, in the prior-year quarter, reflecting lower revenues and higher operating expenses and interest expense. GAAP gross margin was 39.7%, down from 41.4% in the prior quarter, which management attributed primarily to higher shipping costs, and up from 34.4% a year earlier, which management attributed primarily to lower shipping and component costs and product mix. Operating expenses rose modestly, with R&D at $36.3 million and SG&A at $19.3 million. Interest expense and other, net increased to $21.2 million from $10.7 million a year earlier, due to incremental borrowings and higher interest rates. The Board declared a $0.60 per share cash dividend payable on November 20, 2023, to shareholders of record as of November 13, 2023.

Nov 3, 2023 8-K

Ubiquiti 8-K Report, Financial Results (Aug 25, 2023)

Ubiquiti Inc. reported financial results for the fourth quarter and full fiscal year 2023, ended June 30, 2023, in a press release furnished as Exhibit 99.1. Fourth-quarter revenues were $491.1 million, up from $457.8 million in the prior quarter and $443.1 million in the comparable prior-year period. Enterprise Technology revenue rose to $404.1 million from $344.5 million a year earlier, while Service Provider Technology revenue declined to $87.0 million from $98.6 million. GAAP gross margin was 41.4%, compared with 38.3% in the prior-year quarter. GAAP net income was $103.7 million and GAAP diluted EPS was $1.72, versus $1.53 a year earlier. Non-GAAP diluted EPS was $1.73. For the full fiscal year, revenues were $1.9 billion, a 14.7% increase over fiscal 2022, and GAAP diluted EPS was $6.74 (non-GAAP $6.80). The filing attributes the decline in full-year gross margin, to 39.2% from 39.6%, to product mix and higher component costs, partly offset by lower shipping costs. Interest expense and other, net rose to $58.2 million from $17.8 million, which the company attributes to incremental borrowings and higher interest rates. The Board declared a $0.60 per share cash dividend payable September 11, 2023, to holders of record on September 5, 2023. The company intends to pay regular quarterly dividends of at least $0.60 per share in each quarter of fiscal 2024, subject to Board review of financial performance, cash flow, and other factors.

Aug 25, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Ubiquiti 8-K Report, Financial Results (May 5, 2023)

Ubiquiti Inc. reported results for the fiscal quarter ended March 31, 2023, which its press release calls the third quarter of fiscal 2023. Revenues were $457.8 million, down from $493.6 million in the prior quarter (a decrease of 7.3%) and up from $358.1 million in the comparable prior-year period (an increase of 27.8%). The filing attributes both changes primarily to Enterprise Technology, which generated $373.6 million, while Service Provider Technology generated $84.2 million. GAAP gross margin was 41.2%, up from 40.0% in the prior quarter and 32.4% a year earlier, which the company primarily ascribes to lower shipping costs. Income from operations was $133.5 million, and GAAP net income was $98.6 million, or $1.63 per diluted share, compared with $50.4 million, or $0.82 per diluted share, in the prior-year quarter. Non-GAAP net income was $99.5 million, or $1.65 per diluted share. Interest expense and other, net rose to $16.5 million from $11.3 million in the prior quarter, which the company attributes to incremental borrowings and higher interest rates, partly offset by foreign exchange gains. The company also declared a cash dividend of $0.60 per share, payable May 22, 2023 to shareholders of record on May 15, 2023. The filing states that supply constraints, partly caused by the COVID-19 pandemic, led the company to increase its inventory build, pay higher component and shipping costs, and modify product designs to use alternate suppliers. The company states that these steps have increased its finished goods and raw material inventory balances, which significantly increases the risk of future excess, obsolete inventory and related losses. The results are furnished under Item 2.02 and are not deemed filed for purposes of Section 18 of the Exchange Act.

May 5, 2023 8-K

Ubiquiti 8-K Report, Material Agreement (Apr 7, 2023)

On April 3, 2023, Ubiquiti Inc. (the "Company"), as borrower, and certain domestic subsidiaries, as guarantors, entered into a First Amendment to its Third Amended and Restated Credit Agreement with lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent. The amendment adds a new $250 million term loan (the "First Amendment Term Loan") alongside the existing $700 million senior secured revolving credit facility and the initial $500 million term loan facility, which were previously advanced under the Credit Agreement. The maturity date for the revolving facility and initial term loan remains March 30, 2026. The amendment also transitions the facility away from LIBOR. LIBOR Rate Loans will not be renewed or extended and will be repaid or converted to Base Rate or Adjusted Term SOFR loans at the Company's option. Adjusted Term SOFR is Term SOFR plus 0.10% per annum, with a floor of 0.00%. The First Amendment Term Loan requires quarterly installments of $3.125 million beginning with the quarter ended June 30, 2023, with the balance due March 30, 2026, and it may be prepaid at any time without penalty or premium. Pricing depends on the consolidated total leverage ratio: Base Rate plus 1.00% to 1.75%, or Adjusted Term SOFR plus 2.00% to 2.75%. Proceeds are available for working capital and general corporate purposes. The Company's and certain domestic subsidiaries' obligations under the new term loan are guaranteed by the Domestic Guarantors and secured by substantially all assets of the Company and the Domestic Guarantors, excluding intellectual property. The filing also notes that the lenders and their affiliates provide other financial and banking services to the Company for compensation.

Apr 7, 2023 8-K

Ubiquiti 8-K Report, Financial Results (Feb 3, 2023)

Ubiquiti Inc. (NYSE: UI) furnished its financial results for the fiscal quarter ended December 31, 2022 (second quarter of fiscal 2023) through a press release dated February 3, 2023, attached as Exhibit 99.1. Revenue was $493.6 million, compared with $498.1 million in the prior quarter (a decrease of 0.9%) and $431.6 million in the year-ago quarter (an increase of 14.4%). GAAP net income was $112.2 million and GAAP diluted EPS was $1.86, while non-GAAP diluted EPS was $1.87. GAAP net income rose 8.3% and non-GAAP net income rose 9.4% from the prior-year quarter, driven mainly by higher revenue and gross profit. The revenue growth from the prior-year quarter came mainly from the Enterprise Technology platform, which generated $417.4 million, up from $330.4 million. Service Provider Technology revenue fell to $76.2 million from $101.2 million a year earlier, though it rose sequentially from $71.8 million. Gross margin was 40.0%, up from 34.4% in the prior quarter but down from 40.5% a year earlier. Management attributed the year-over-year margin decline to product mix and higher component and shipping costs. Operating expenses rose, with R&D at $33.8 million and SG&A at $18.6 million, and interest expense and other, net was $11.3 million. The company stated it continues to face significant supply constraints linked in part to COVID-19, and that its mitigation efforts, including higher inventory builds and higher component and shipping costs, have increased finished goods and raw material inventories. Management acknowledged this raises the risk of future excess and obsolete inventory losses. The board declared a $0.60 per share cash dividend payable February 21, 2023 to holders of record at the close of business on February 13, 2023.

Feb 3, 2023 8-K

Ubiquiti 8-K Report, Shareholder Vote Results (Dec 9, 2022)

At its Annual Meeting of Stockholders held December 8, 2022, Ubiquiti Inc. stockholders voted on three proposals, all of which were approved. The filing reports the results of the shareholder votes rather than any financial results, transactions, or strategic announcements. Stockholders elected Ronald A. Sege as a Class II director to serve until the third annual meeting following his election, with 56,620,242 votes for, 1,316,348 withheld, and 1,513,365 broker non-votes. Stockholders also ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2023, with 59,433,040 votes for, 13,003 against, and 3,912 abstaining. In a non-binding advisory vote, stockholders approved named executive officer compensation, with 57,794,696 votes for, 126,244 against, 15,650 abstaining, and 1,513,365 broker non-votes. For investors, the results signal broad stockholder support for the board nominee, the auditor selection, and the executive pay program.

Dec 9, 2022 8-K

Ubiquiti 8-K Report, Financial Results (Nov 4, 2022)

Ubiquiti Inc. furnished a press release (Exhibit 99.1) reporting financial results for its first quarter of fiscal 2023, ended September 30, 2022. Revenues were $498.1 million, compared with $458.9 million in the prior-year quarter and $443.1 million in the prior quarter. GAAP diluted EPS was $1.54 and non-GAAP diluted EPS was $1.55, compared with $2.11 and $2.12 in the prior-year quarter. GAAP net income was $93.2 million, down from $132.2 million a year earlier, which the company attributes primarily to lower gross margin. Gross margin declined sharply to 34.4%, versus 45.6% in the prior-year quarter and 38.3% in the prior quarter. The company cited changes in product mix, higher component costs and shipping costs. Enterprise Technology revenue rose to $426.3 million, while Service Provider Technology revenue fell to $71.8 million from $112.1 million a year earlier. Management states that revenue continues to be negatively affected by its inability to fulfill demand due to the global component supply shortage, and it expects results to remain negatively impacted until supply chain and logistics issues are resolved. The Board declared a cash dividend of $0.60 per share, payable November 21, 2022, to shareholders of record on November 14, 2022. Operating expenses were $49.4 million, and interest expense and other, net was $10.7 million, reflecting higher interest expense from incremental borrowings, higher interest rates and foreign exchange losses.

Nov 4, 2022 8-K

Ubiquiti 8-K Report, Financial Results (Aug 26, 2022)

Ubiquiti Inc. (NYSE: UI) reported financial results for its fourth quarter and full fiscal year 2022, ended June 30, 2022, in a press release furnished as Exhibit 99.1 to this Form 8-K. Fourth-quarter revenues were $443.1 million, compared with $477.9 million in the prior-year quarter and $358.1 million in the prior quarter. GAAP diluted EPS was $1.53 and non-GAAP diluted EPS was $1.54, versus $2.46 and $2.47 a year earlier. Full-year fiscal 2022 revenues were $1.7 billion, a 10.9% decrease from fiscal 2021, with GAAP diluted EPS of $6.13 and non-GAAP diluted EPS of $6.16. The filing attributes the year-over-year decline primarily to lower Service Provider Technology revenue, and says revenues continue to be hurt by the global component supply shortage and COVID-19 outbreaks. Gross margin fell to 38.3% in the quarter from 48.3% a year earlier, driven by higher shipping costs, component costs and tariffs. Operating expenses rose, with R&D at $37.4 million and SG&A at $19.6 million in the quarter. The company also repurchased 363,614 shares in the quarter and 2,193,853 shares for the full year. The Board declared a $0.60 per share cash dividend payable September 13, 2022, to holders of record on September 6, 2022. Management intends to pay regular quarterly dividends of at least $0.60 per share in each quarter of fiscal 2023, subject to Board review. Management also states it expects results to remain negatively affected until supply chain and logistics issues are resolved.

Aug 26, 2022 8-K

Ubiquiti 8-K Report, Financial Results (May 6, 2022)

Ubiquiti Inc. (NYSE: UI) reported results for its third quarter of fiscal 2022, ended March 31, 2022. Revenues were $358.1 million, down from $467.2 million in the prior-year quarter and $431.6 million in the prior quarter. GAAP gross profit was $116.0 million, a 32.4% gross margin, compared with 47.7% a year earlier and 40.5% in the prior quarter. GAAP net income was $50.4 million, or $0.82 per diluted share, versus $146.1 million and $2.32 per diluted share in the prior-year quarter. Non-GAAP diluted EPS was $0.83. The filing attributes the revenue decline to lower sales in both the Enterprise Technology and Service Provider Technology platforms, and says the company's inability to fulfill demand due to the global component supply shortage and COVID-19 outbreaks significantly hurt revenues. Management expects results to remain negatively affected until supply chain and logistics issues are resolved. Capital return was also a focus. The company repurchased and retired 1,264,974 shares at an average price of $272.50 during the quarter, and repurchased a further 363,214 shares between April 1 and May 5, 2022 at an average of $289.11. The Board declared a $0.60 per share cash dividend payable May 23, 2022 to holders of record on May 16, 2022. The Board also approved a new $200 million stock repurchase program on May 3, 2022, which runs through September 30, 2023 and may be suspended, terminated or modified at any time. The filing also notes that the nine-month revenue total was $1,248.5 million, compared with $1,420.2 million a year earlier, and that R&D and SG&A expenses both rose year over year. Investors should weigh the sharp top-line and margin compression against the continued capital returns.

May 6, 2022 8-K

Leadership ChangesShareholder Matters

Ubiquiti 8-K Report, Financial Results (Feb 4, 2022)

Ubiquiti Inc. reported results for its fiscal second quarter ended December 31, 2021, with revenues of $431.6 million, down from $479.4 million in the prior-year quarter and $458.9 million in the prior quarter. Management attributed the year-over-year decline mainly to the Service Provider Technology segment, which fell to $101.2 million from $149.9 million, while Enterprise Technology was roughly flat at $330.4 million. The company said revenue was also held back by its inability to fulfill demand because of the global component supply shortage. GAAP gross margin fell to 40.5% from 48.1% a year earlier, which the company primarily attributed to higher shipping costs, including expedited shipments. GAAP net income was $103.6 million and GAAP diluted EPS was $1.66, down 35.1% and 34.6%, respectively, from the prior-year quarter. The company also disclosed capital return actions. Its Board approved a new $300 million stock repurchase program on February 1, 2022, which expires June 30, 2023. During the quarter, Ubiquiti repurchased 434,271 shares at an average price of $297.15, and it repurchased a further 509,555 shares between January 1 and February 3, 2022 at an average price of $294.05. The Board also declared a $0.60 per share cash dividend payable February 22, 2022 to holders of record on February 14, 2022. The company expects its results to remain negatively affected until the ongoing supply chain and logistics issues caused by the global component supply shortage and the COVID-19 pandemic are resolved. Management also cited increased R&D and SG&A expenses, which rose to $32.9 million and $16.4 million, respectively.

Feb 4, 2022 8-K

Ubiquiti 8-K Report, Executive Changes (Dec 10, 2021)

At its Annual Meeting of Stockholders held on December 9, 2021, Ubiquiti Inc. stockholders elected two Class I directors, Brandon Arrindell and Rafael Torres, to serve until the third annual meeting following their election or until their successors are duly elected and qualified. Arrindell received 59,511,441 votes for and 115,784 withheld, while Torres received 57,036,947 votes for and 2,590,278 withheld. Each nominee had 1,722,276 broker non-votes. Stockholders also ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2022. The proposal received 61,311,699 votes for, 31,292 against, and 6,510 abstentions. Both proposals were approved. The filing reports only the outcome of these two votes under Item 5.07 and does not disclose any other corporate actions.

Dec 10, 2021 8-K

Ubiquiti 8-K Report, Financial Results (Nov 5, 2021)

Ubiquiti Inc. reported first quarter fiscal 2022 results for the quarter ended September 30, 2021, with revenues of $458.9 million, down 4.0% from the prior quarter and 3.1% from the comparable prior year period. GAAP diluted earnings per share were $2.11, compared with $2.46 in both the prior quarter and the prior year period, and non-GAAP diluted EPS was $2.12. GAAP net income was $132.2 million, a decrease of 15% from the prior year period. The filing attributes the revenue decline mainly to the Service Provider segment, which reported $112.1 million versus $163.5 million in the prior quarter and $157.4 million a year earlier. Enterprise Technology revenue was $346.8 million, up from $316.1 million in the prior year period. Gross margin fell to 45.6%, compared with 48.2% in the prior year period and 48.3% in the prior quarter. The company attributed the decline primarily to higher shipping costs and, to a lesser extent, product mix, and said it continues to incur additional costs to expedite shipments. Research and development expense rose to $32.1 million and SG&A rose to $15.7 million, both higher than the prior year period. Management stated that revenues in the prior quarter and the comparable prior year period were negatively affected by an inability to fulfill demand due to the global component supply shortage and rising logistics delays and costs, and expects results to remain negatively affected until these supply chain and logistics issues are resolved. Capital return activity remained active. The company repurchased 130,994 shares at an average price of $299.64 during the quarter and repurchased and retired a further 30,937 shares between October 1 and November 4, 2021. As of November 4, 2021, $269.6 million remained available under the stock repurchase program announced in May 2020. The Board declared a $0.60 per share cash dividend payable November 22, 2021 to shareholders of record on November 15, 2021. The results are furnished under Item 2.02 through Exhibit 99.1, which is the press release.

Nov 5, 2021 8-K

Ubiquiti 8-K Report, Financial Results (Aug 27, 2021)

Ubiquiti Inc. furnished an Item 2.02 Form 8-K reporting results for its fourth quarter and full fiscal year 2021, ended June 30, 2021. Fourth-quarter revenues were $477.9 million, up 51.5% year over year and up 2.3% from the prior quarter. GAAP diluted EPS was $2.46 and non-GAAP diluted EPS was $2.47, up 69.7% and 69.2% year over year, respectively. Revenue growth was driven by Enterprise Technology ($314.4 million, versus $193.6 million a year earlier) and Service Provider Technology ($163.5 million, versus $121.9 million). GAAP gross margin was 48.3%, supported by favorable product mix and lower tariffs on United States imports, partly offset by higher shipping and indirect costs. For full fiscal 2021, revenues were $1.9 billion, up 47.8%, with GAAP diluted EPS of $9.78 (up 68.6%) and non-GAAP diluted EPS of $9.77 (up 65.3%). Operating expenses rose, with R&D at $31.0 million and SG&A at $17.0 million in the quarter, driven mainly by professional and service fees. The filing also notes ongoing component supply disruption tied to COVID-19 and the global component shortage, which has increased procurement and expediting costs and at times prevented the company from fulfilling customer orders. Capital return remained active. The Board declared a $0.60 per share cash dividend payable September 15, 2021, to holders of record on September 7, 2021, and the company intends to pay quarterly dividends of at least $0.60 per share during fiscal 2022, subject to Board determination. The company repurchased 1,145,188 shares in fiscal 2021 at an average of $191.90 and 93,152 shares from July 1 through August 26, 2021 at an average of $299.66, and had $290.2 million available for repurchases under its 2020 May Program as of August 26, 2021.

Aug 27, 2021 8-K

Leadership Changes

Ubiquiti 8-K Report, Executive Changes (Aug 2, 2021)

Ubiquiti Inc. (UI) filed a Current Report on Form 8-K reporting under Item 5.02 that its Board of Directors appointed Brandon Arrindell as a Class I director, effective August 3, 2021 (the "Effective Date"). He fills the vacancy created by the previously disclosed resignation of Michael Hurlston on that date. The Board determined Mr. Arrindell is independent under New York Stock Exchange listing rules. Mr. Arrindell will chair the Compensation Committee and serve on the Audit Committee and the Nominating and Corporate Governance Committee. He will receive compensation as a non-employee director under the company's practices described in the Proxy Statement on Schedule 14A filed October 26, 2020. He will also be a party to the company's standard form Director Indemnification Agreement. The filing states there is no arrangement between Mr. Arrindell and any other person regarding his election, and no transactions requiring disclosure under Item 404(a) of Regulation S-K. The filing reports no financial results or other operating figures.

Aug 2, 2021 8-K

Leadership Changes

Ubiquiti 8-K Report, Executive Changes (Jun 21, 2021)

Ubiquiti Inc. (UI) filed this Current Report on Form 8-K, disclosed under Item 5.02 (Departure of Directors or Certain Officers), to report that Michael E. Hurlston has decided to resign from the company's board of directors, effective August 3, 2021. Until that date, he will continue serving as chairman of the Compensation Committee and as a member of the Audit Committee and the Nominating and Corporate Governance Committee, in the same capacity as he currently serves. According to the filing, Mr. Hurlston is President and CEO and a director of Synaptics Incorporated and also sits on the board of Flex Ltd. He informed the company that he is resigning from the Ubiquiti board at the request of the Flex board, which is addressing concerns of certain Flex stockholders about the "overboarding" policies of the proxy advisory firm Glass Lewis & Co., which recommends voting against directors who are sitting CEOs of public companies and serve on more than one public company board. The filing states explicitly that Mr. Hurlston's decision is not the result of any disagreement with the company on any matter relating to its operations, policies or practices. The filing does not describe a successor or any changes to committee composition beyond his planned departure.

Jun 21, 2021 8-K

Material AgreementsFinancial EventsExhibits & Filings

Ubiquiti 8-K Report, Financial Results (May 7, 2021)

Ubiquiti Inc. reported third quarter fiscal 2021 results for the quarter ended March 31, 2021, in a press release furnished as Exhibit 99.1 to this Item 2.02 Form 8-K. Revenues were $467.2 million, up 38.5% year-over-year but down 2.5% from the prior quarter. The company attributed the sequential decline primarily to distributor ordering patterns and its inability to fulfill demand due to the global component supply shortage. GAAP diluted EPS was $2.32, up 45.0% year-over-year, and non-GAAP diluted EPS was $2.30, up 42.9%. Both GAAP and non-GAAP EPS benefited from higher net income and a lower diluted share count. For the first nine months of fiscal 2021, revenues were $1.4 billion, up 46.6% from the prior-year period. Gross margin was 47.7% in the quarter, compared with 48.1% in the prior quarter. Research and development expenses rose to $30.5 million and SG&A to $13.3 million, both higher than the prior-year quarter. The company also amended and restated its credit facility, which provides a $500 million term loan and a $700 million revolving credit facility, and its board declared a $0.40 per share cash dividend payable May 24, 2021. Management stated that the effects of the global component supply shortage and COVID-19 may not be fully reflected in its financial results until future periods, and that its future results depend on its ability to procure components and services.

May 7, 2021 8-K

Ubiquiti 8-K Report, Material Agreement (Apr 5, 2021)

On March 30, 2021, Ubiquiti Inc. (formerly known as Ubiquiti Networks, Inc.) entered into a Third Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as administrative agent and collateral agent, and a syndicate of lenders. The agreement provides a $700 million senior secured revolving credit facility and a $500 million senior secured term loan facility, with an option to request increases of up to an additional $500 million in the aggregate, plus other permitted incremental amounts. The term loan was drawn in full at closing, with a portion used to refinance the existing $700 million revolving and $500 million term loan facilities, which were terminated. The Facilities are available for working capital and general corporate purposes, including financing repurchases of the company's common stock or paying dividends to holders of common stock. Both the revolving facility and the term loan mature on March 30, 2026, with revolving and swingline loans borrowable until that date. The term loan requires quarterly amortization of 1.25% of the original principal amount, beginning with the quarter ending June 30, 2021. Pricing depends on the consolidated total leverage ratio, with base rate margins of 0.50% to 1.25% and LIBOR-based margins of 1.50% to 2.25%. The agreement requires a maximum consolidated total leverage ratio of 3.50 to 1.00 and a minimum consolidated interest coverage ratio of 3.50 to 1.00, along with customary covenants and events of default. The obligations are guaranteed by certain domestic subsidiaries and secured by substantially all assets of the company and those guarantors, excluding intellectual property. The filing also reports the termination of the prior credit agreement under Item 1.02 and the creation of a direct financial obligation under Item 2.03. The full credit agreement is filed as Exhibit 10.1.

Apr 5, 2021 8-K

Corporate ChangesExhibits & Filings

Ubiquiti 8-K Report, Financial Results (Feb 5, 2021)

Ubiquiti Inc. (NYSE: UI) furnished its financial results for the second quarter of fiscal 2021, ended December 31, 2020, via a press release dated February 5, 2021 (Exhibit 99.1). The company reported record revenues of $479.4 million, compared with $308.3 million in the prior-year quarter and $473.5 million in the prior quarter. Revenues rose 55.5% year-over-year, and revenues for the first six months of fiscal 2021 were $953.0 million, up 50.9%. Gross margin was 48.1%, with GAAP net income of $159.7 million and GAAP diluted EPS of $2.54, up 92.4% from $1.32. Non-GAAP diluted EPS was $2.53. The quarter's growth was led by Enterprise Technology, which generated $329.6 million, versus $210.6 million a year earlier, while Service Provider Technology reached $149.9 million, up from $97.7 million. Revenue increased sequentially primarily due to higher direct sales through the company's webstores. Gross margin improved year-over-year on favorable product mix, partly offset by higher shipping costs, and R&D expenses rose to $28.9 million. Management also noted that COVID-19 continued to disrupt its supply chain, raising expediting costs, and that these disruptions had not been fully remediated. Capital return activity during the quarter included repurchases of 309,133 shares at an average price of $178.11, and the board declared a $0.40 per share cash dividend payable February 22, 2021 to holders of record on February 16, 2021.

Feb 5, 2021 8-K

Ubiquiti 8-K Report, Bylaw Amendment (Dec 18, 2020)

Ubiquiti Inc. (UI) filed this Current Report on Form 8-K on December 18, 2020 to disclose an amendment to its Amended and Restated Bylaws under Item 5.03. On December 17, 2020, the Board of Directors approved a federal forum selection bylaw. Under the amendment, unless the Company consents in writing to an alternative forum, the federal district courts of the United States are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The filing is a governance update rather than a financial disclosure. It contains no financial statements, results, or operating metrics. The filing states that the summary is qualified in its entirety by the full text of the Bylaws, which are filed as Exhibit 3.1, and that a marked copy showing all amendments effective as of December 17, 2020 is filed as Exhibit 3.2. The cover page interactive data file is listed as Exhibit 104. For investors, the practical effect is to channel future Securities Act litigation into federal court and to limit the company's exposure to suits filed in state court. The change does not alter the company's financial position or operations as described in this filing.

Dec 18, 2020 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Ubiquiti 8-K Report, Executive Changes (Dec 11, 2020)

On December 10, 2020, Ubiquiti Inc. held its 2020 Annual Meeting of Stockholders, where stockholders approved the Ubiquiti Inc. 2020 Omnibus Incentive Plan (the "2020 Equity Plan"). The plan had previously been recommended by the Compensation Committee and approved by the Board of Directors subject to stockholder approval, and it became effective on the date of stockholder approval. The material features of the plan are described on pages 24 through 29 of the company's Proxy Statement filed October 26, 2020, and a copy is filed as Exhibit 10.1. At the meeting, stockholders elected Robert J. Pera as a Class III director with 58,107,535 votes for and 1,579,138 withheld, with 2,160,274 broker non-votes. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2021 (61,804,896 for, 24,445 against, 17,606 abstain). In a non-binding advisory vote, stockholders approved named executive officer compensation with 59,601,595 for and 69,300 against. Stockholder approval of the 2020 Equity Plan passed with 58,205,094 votes for, 1,456,812 against, 24,767 abstaining and 2,160,274 broker non-votes. The filing is primarily procedural, reporting the adoption of a new equity compensation plan and the routine outcomes of the annual meeting votes.

Dec 11, 2020 8-K

Ubiquiti 8-K Report, Financial Results (Nov 6, 2020)

Ubiquiti Inc. furnished a press release reporting results for its fiscal first quarter 2021, ended September 30, 2020. Revenues were $473.5 million, up 46.5% year-over-year and up 50.1% from the prior quarter. The filing describes these as record revenues. Revenue grew in both segments: Service Provider Technology reached $157.4 million and Enterprise Technology reached $316.1 million. Gross profit was $228.1 million, with a GAAP gross margin of 48.2%, up from 46.8% in the prior-year period. Income from operations was $189.9 million, and GAAP net income was $156.5 million. GAAP diluted EPS was $2.46, up 72.0% year-over-year, and non-GAAP diluted EPS was $2.47, up 71.5%. The filing attributes the sequential revenue increase mainly to higher direct-to-consumer webstore sales and higher sales to distributors. The company also reported capital return activity. It repurchased 602,003 shares at an average price of $162.10 during the quarter and an additional 309,133 shares at an average price of $178.11 after September 30, 2020. The Board declared a $0.40 per share cash dividend payable November 23, 2020 to holders of record on November 16, 2020. Operating expenses rose, with R&D at $25.8 million and SG&A at $12.4 million. The filing notes that COVID-19 continued to disrupt the supply chain, raising costs to expedite component and service deliveries, and that these disruptions have not been fully remediated.

Nov 6, 2020 8-K

Ubiquiti 8-K Report, Financial Results (Aug 21, 2020)

Ubiquiti Inc. reported fourth-quarter fiscal 2020 results for the quarter ended June 30, 2020, with revenues of $315.5 million, up 10.1% year-over-year but down 6.5% from the prior quarter. The filing attributes the sequential decline primarily to distributor ordering patterns related to Enterprise Technology products. GAAP diluted EPS was $1.45, up 43.6% year-over-year, and non-GAAP diluted EPS was $1.46, up 22.7%. GAAP gross margin improved to 48.2% from 46.4% in the prior-year quarter, which the company primarily attributed to favorable product mix, partially offset by higher tariff-related costs and expedited shipping costs. For the full fiscal year 2020, revenues were $1.3 billion ($1,284.5 million), up 10.6%, and GAAP diluted EPS was $5.80, up 28.6%. Non-GAAP diluted EPS was $5.91, up 23.9%. During the year the company repurchased 5,842,800 shares at an average of $119.45 per share. Research and development expense rose to $89.4 million for the year, while SG&A fell to $40.6 million from $43.2 million. The Board declared a $0.40 per share cash dividend payable September 8, 2020, to shareholders of record on August 31, 2020. The company intends to pay regular quarterly cash dividends of at least $0.40 per share during each quarter of fiscal 2020, subject to Board review each quarter. The filing notes that COVID-19 continued to disrupt the supply chain, with the company incurring additional costs to expedite components and services, and that these disruptions have not been fully remediated.

Aug 21, 2020 8-K

Regulation FDExhibits & Filings

Ubiquiti 8-K Report, Financial Results (May 8, 2020)

Ubiquiti Inc. (NYSE: UI) reported results for its third quarter of fiscal 2020, ended March 31, 2020, furnishing a press release dated May 8, 2020 as Exhibit 99.1. Revenues were $337.4 million, up from $284.9 million in the prior-year quarter, and GAAP diluted EPS was $1.60 versus $1.25. Income from operations rose to $127.4 million from $102.1 million, and GAAP net income was $103.7 million compared with $88.3 million. Non-GAAP diluted EPS was $1.61. Enterprise Technology revenue grew to $231.0 million from $175.5 million, while Service Provider Technology revenue declined to $106.4 million from $109.4 million. For the nine months ended March 31, 2020, revenues were $969.0 million and GAAP diluted EPS was $4.35. The company repurchased 1,112,606 shares at an average price of $133.38 during the quarter and an additional 99,165 shares at $138.25 after quarter-end. Under Item 8.01, the Board approved a new $500 million stock repurchase program on May 5, 2020, expiring March 31, 2022. As of May 7, 2020, $37.9 million remained available under the November 2019 $200 million program. The Board also declared a quarterly cash dividend of $0.30 per share, payable May 26, 2020 to holders of record on May 18, 2020. Management stated it does not believe COVID-19 had a material impact on third-quarter results, but noted a major disruption in its supply chain that has significantly affected suppliers' ability to manufacture or provide key components. The company cautioned that pandemic effects may not be fully reflected in results until future periods.

May 8, 2020 8-K

Exhibits & Filings

Ubiquiti 8-K Report, Exhibit Filing (Feb 7, 2020)

Ubiquiti Inc. furnished a press release (Exhibit 99.1) reporting results for the fiscal second quarter ended December 31, 2019. Revenue was $308.3 million, up 0.3% year-over-year but down 4.6% from the prior quarter. The company attributed the sequential decline primarily to distributor ordering patterns for its Service Provider Technology products. Service Provider Technology revenue was $97.7 million, compared with $113.2 million a year earlier, while Enterprise Technology revenue rose to $210.6 million from $194.1 million. Profitability improved on a year-over-year basis. GAAP diluted EPS was $1.32, up 21.1%, and non-GAAP diluted EPS was $1.40, up 5.3%. GAAP gross margin was 47.1%, compared with 45.6% in the prior-year quarter, driven mainly by favorable product mix, partially offset by higher tariffs, increased inventory reserves and higher indirect costs. The GAAP EPS increase was primarily due to the absence of the $18 million litigation settlement recorded in the prior-year quarter and lower share count. Results were partly offset by higher operating costs, higher interest expense and a $5.0 million impairment charge on a cost-based investment. During the quarter the company repurchased 995,495 shares at an average price of $120.11 per share. Its board declared a $0.30 per share cash dividend, payable February 25, 2020 to shareholders of record on February 18, 2020. The filing includes standard forward-looking statement cautions citing risks such as U.S. tariffs, distributor inventory practices, chipset supplier dependence and export controls.

Feb 7, 2020 8-K

Ubiquiti 8-K Report, Regulation FD Disclosure (Dec 27, 2019)

Ubiquiti Inc. furnished a Notice of Settlement of Stockholder Derivative Action, dated December 20, 2019, as Exhibit 99.1 to this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure). The notice relates to two shareholder derivative actions brought on behalf of the Company: Franchi v. Pera et al. (California Superior Court, San Mateo County, filed March 13, 2018) and Gericke v. Pera et al. (Delaware Court of Chancery, filed March 7, 2019). The actions allege that certain officers and directors breached fiduciary duties and violated law by causing the Company to issue allegedly materially false and misleading statements about its business, financial performance and condition, and the adequacy of its internal controls. The individual defendants deny all allegations of wrongdoing. The proposed settlement, reached under a Stipulation and Agreement of Settlement dated November 21, 2019, requires the Company to adopt certain corporate governance modifications and commitments set out in Exhibit A to the Stipulation. On December 20, 2019, the court preliminarily approved the settlement. A Settlement Hearing is scheduled for March 10, 2020, and objections are due by February 25, 2020. Plaintiffs' counsel may apply for a fee award not to exceed $2 million, with service awards of $1,000.00 each for the derivative plaintiffs, funded from the fee award. The notice states that, because the actions are derivative, no individual shareholder is entitled to individual compensation from the settlement. For investors, the filing describes a resolution of the derivative litigation through governance reforms rather than a cash payment to shareholders. The filing does not state any monetary settlement amount paid by the Company, and the fee award and service awards are the only dollar figures specified. The final outcome depends on court approval at the March 10, 2020 hearing.

Dec 27, 2019 8-K

Ubiquiti 8-K Report, Shareholder Vote Results (Dec 13, 2019)

Ubiquiti Inc. filed this Form 8-K on December 13, 2019 to report the results of its Annual Meeting of Stockholders, held December 11, 2019. The filing covers only two shareholder votes under Item 5.07; it contains no financial results, guidance, or transaction disclosures. On the first proposal, stockholders elected Ronald A. Sege as a Class II director to serve until the third annual meeting following his election, or until his successor is duly elected and qualified. Sege received 58,350,368 votes for and 2,810,891 votes withheld, with 2,312,476 broker non-votes. On the second proposal, stockholders ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2020. The proposal received 63,419,567 votes for, 20,201 against, and 33,967 abstentions. Robert J. Pera, Chief Executive Officer, signed the report.

Dec 13, 2019 8-K

Material AgreementsFinancial EventsExhibits & Filings

Ubiquiti 8-K Report, Financial Results (Nov 8, 2019)

Ubiquiti Inc. (NYSE: UI) reported first quarter fiscal 2020 results for the quarter ended September 30, 2019, with revenues of $323.3 million, up 14.3% year-over-year, and GAAP diluted EPS of $1.43, up 23.3%. Non-GAAP diluted EPS was $1.44, up 23.1%. Gross margin was 46.8%, compared with 46.5% in the prior-year quarter, driven by favorable product mix and partially offset by higher tariffs and indirect costs. Service Provider Technology revenue was $115.9 million and Enterprise Technology revenue was $207.4 million. Income from operations was $120.7 million and GAAP net income was $98.1 million. Capital return was a major focus. The company repurchased 3,635,534 shares at an average price of $114.49 during the quarter and an additional 995,495 shares at an average price of $120.11 after September 30, 2019. The $500 million repurchase program approved on August 6, 2019 had no remaining balance as of October 28, 2019. On November 6, 2019, the Board approved a new $200 million repurchase program expiring December 31, 2021. The Board also declared a $0.30 per share quarterly cash dividend, payable November 25, 2019 to holders of record on November 18, 2019. The company amended its credit facility to provide a $500 million term loan and a $700 million revolving credit facility, as previously disclosed in a Form 8-K filed September 12, 2019. The filing also incorporates a press release, furnished as Exhibit 99.1, that provides the full income statement, revenue breakdowns by product type and geography, and a reconciliation of GAAP to non-GAAP net income. Management cited tariffs and counterfeiting, reliance on a limited number of distributors, and dependence on Qualcomm Atheros for chipsets among its risk factors.

Nov 8, 2019 8-K

Ubiquiti 8-K Report, Material Agreement (Sep 12, 2019)

On September 9, 2019, Ubiquiti Inc. (formerly known as Ubiquiti Networks, Inc.) entered into a Third Amendment to its Second Amended & Restated Credit Agreement dated January 17, 2018, with Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders. The amendment increases the revolving loan commitments from $400 million to $700 million and increases the term loan facility outstanding amount from $462.5 million to $500 million. It also raises the company's option to request incremental facility increases from $300 million to $400 million, plus certain additional amounts subject to a consolidated secured leverage ratio of 2.25 to 1.00. The amendment releases Ubiquiti International Holding Company Limited (the Cayman Borrower) from its obligations as a borrower, and releases all foreign subsidiaries that were guarantors of its obligations. It eliminates the $250 million minimum liquidity covenant and raises the maximum consolidated total leverage ratio from 3.25 to 1.00 to 3.75 to 1.00. Other material terms remain substantially identical, and the maturity date remains January 17, 2023. The filing also notes that Wells Fargo and the lenders, along with their affiliates, have provided and may provide financial, banking and related services to the company for compensation. The full amendment is filed as Exhibit 10.1.

Sep 12, 2019 8-K

Corporate ChangesOther EventsExhibits & Filings

Ubiquiti 8-K Report, Bylaw Amendment (Aug 20, 2019)

Ubiquiti Inc. (filed under the name Ubiquiti Networks, Inc.) reported two corporate housekeeping changes in this Form 8-K filed August 20, 2019. First, the company changed its legal name from "Ubiquiti Networks, Inc." to "Ubiquiti Inc." through a Certificate of Amendment filed with the Delaware Secretary of State on August 16, 2019, effective at 4:01 p.m. Eastern Time on August 19, 2019. The board amended the Amended and Restated Bylaws to reflect the new corporate name, and no other bylaw changes were made. Second, the company disclosed that it voluntarily withdrew the listing of its common stock, par value $0.001 per share, from the Nasdaq Global Select Market and transferred it to the New York Stock Exchange. The company expected to begin trading on the NYSE on August 20, 2019, under the new ticker symbol "UI" and new CUSIP number "90353W 103." The filing states that both matters were previously announced in a press release dated August 9, 2019. For investors, the filing is administrative in nature and does not report financial results, operating developments, or changes to the company's capital structure. The key practical items are the new ticker symbol, the change of exchange, and the new CUSIP number, which holders and brokers will need to reference going forward.

Aug 20, 2019 8-K

Earnings & ResultsSecurities & ListingCorporate Changes+3

Ubiquiti 8-K Report, Financial Results (Aug 9, 2019)

Ubiquiti Networks, Inc. filed this Form 8-K on August 9, 2019 to furnish preliminary results for the fiscal quarter ended June 30, 2019 (fourth quarter of fiscal 2019), as set out in Exhibit 99.1. Revenues for the quarter were $286.6 million, up 6.3% year-over-year, with GAAP diluted EPS of $1.01 (up 7.4%) and non-GAAP diluted EPS of $1.19 (up 17.8%). For full fiscal 2019, revenues were $1.2 billion (up 14.2%), GAAP diluted EPS was $4.51 (up 79.7%), and non-GAAP diluted EPS was $4.77 (up 29.3%). The effective tax rate for the full year rose to 15.4% from 11.4% for the nine months ended March 31, 2019, driven mainly by the Final GILTI Regulations, which added a cumulative $12.3 million adjustment in the fourth quarter. The company disclosed capital return actions. The Board approved a new $500 million stock repurchase program on August 6, 2019, expiring December 31, 2020, while only $7.4 million remained under the November 2018 $200 million program as of August 8, 2019. A $0.30 per share cash dividend was declared, payable August 26, 2019, and the company intends to pay at least $0.30 per share quarterly after each quarter of fiscal 2020, subject to Board determination. The filing also reports that the company will voluntarily transfer its common stock listing from the Nasdaq Global Select Market to the New York Stock Exchange, with trading on the NYSE expected to begin August 20, 2019 under the new ticker symbol "UI," and that it will change its name to Ubiquiti Inc. at the close of business on August 19, 2019.

Aug 9, 2019 8-K

Earnings & Results

Ubiquiti 8-K Report, Financial Results (May 10, 2019)

Ubiquiti Networks, Inc. furnished under Item 2.02 a press release reporting its results for the fiscal third quarter ended March 31, 2019. Revenues were $284.9 million, up 13.8% year-over-year but down from the prior quarter's $307.3 million; the company attributed the sequential decline primarily to distributor ordering patterns. GAAP net income was $88.3 million, or $1.25 per diluted share, and non-GAAP net income was $88.9 million, or $1.26 per diluted share, up 28.6% year-over-year on a non-GAAP diluted EPS basis. Gross margin was 46.6% on a GAAP basis, and gross profit was $132.8 million. Management stated it expects full fiscal 2019 results at the high end of previously provided guidance. The company also cited expected tariff costs on certain products imported into the U.S. from China, while anticipating mitigation over the long term and expecting long-term gross margins of 45% to 50%. Finished goods inventory rose to $276.7 million, up $180.0 million from June 30, 2018, and nine-month operating cash flow declined to $158.3 million from $285.1 million a year earlier. Cash and cash equivalents fell to $310.3 million from $666.7 million at June 30, 2018, while the company repurchased 91,249 shares for $9.0 million in the quarter and declared a $0.25 per share dividend payable May 28, 2019.

May 10, 2019 8-K

Earnings & Results

Ubiquiti 8-K Report, Financial Results (Feb 8, 2019)

Ubiquiti Networks, Inc. filed this Form 8-K under Item 2.02 to furnish its financial results for the fiscal second quarter ended December 31, 2018, as set out in a press release dated February 8, 2019 (Exhibit 99.1). Revenues were $307.3 million, up from $250.8 million a year earlier, and were led by Enterprise Technology at $194.1 million versus $131.0 million, while Service Provider Technology fell to $113.2 million from $119.9 million. GAAP net income was $77.8 million, or $1.09 per diluted share, compared with a GAAP net loss of $51.5 million, or $(0.66) per share, in the prior-year quarter. Non-GAAP diluted EPS was $1.33, against $0.76 a year earlier. The prior-year loss reflected a $110.7 million Tax Reform Transition Tax charge. Margins and costs moved in opposite directions. GAAP gross margin was 45.6%, down sequentially from 46.5%, which the company attributed to higher tariffs on products sold in the U.S. Management guided near-term gross margin to 42% to 45% and long-term gross margin to 45% to 50%. The quarter also included an $18.0 million litigation settlement with Synopsys, under which the company agreed to a permanent injunction, and total operating expenses rose to $48.6 million. Cash and cash equivalents fell to $293.3 million from $666.7 million at June 30, 2018, while inventories rose to $255.8 million from $102.2 million. For the six months, the company repurchased $313.1 million of stock and paid $36.1 million in dividends. The company declared a $0.25 per share cash dividend payable February 25, 2019, and stated it expects results within its previously provided full-year fiscal 2019 guidance.

Feb 8, 2019 8-K

Ubiquiti 8-K Report, Shareholder Vote Results (Dec 12, 2018)

At its Annual Meeting of Stockholders held on December 11, 2018, Ubiquiti Networks, Inc. stockholders elected Michael E. Hurlston and Rafael Torres as Class I directors, each to serve until the third annual meeting following their election. Hurlston received 64,989,849 votes for and 1,968,856 withheld, and Torres received 64,727,249 for and 2,231,456 withheld; each had 3,532,860 broker non-votes. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2019, with 70,359,939 votes for, 108,325 against and 23,301 abstaining. In a non-binding advisory vote, stockholders approved named executive officer compensation, with 66,850,101 votes for, 92,910 against, 15,694 abstaining and 3,532,860 broker non-votes. On the frequency of future say-on-pay votes, the "Two Years" option received 62,774,584 votes, ahead of "Three Years" at 4,135,994 and "On Year" at 4,135,994 as listed, with 41,492 abstaining and 6,635 broker non-votes. Under the filing, the "Two Years" option was approved, so the Company's next advisory compensation vote is expected on a two-year cycle.

Dec 12, 2018 8-K