Ubiquiti : Q3 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 10, 2024

UBIQUITI INC.

	(Exact name of registrant as specified in its charter)
Delaware		001-35300	32-0097377
(State or jurisdiction of incorporation)	(Commission	(I.R.S. Employer
File Number)	Identification No.)

685 Third Avenue, 27th Floor

New York, New York 10017

(Address of principal executive offices, including zip code)

[phone]

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	UI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 10, 2024, Ubiquiti Inc. (the "Company") issued a press release announcing its financial results for the fiscal quarter ended March 31, 2024. 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, 2024 set forth in the press release issued on May 10, 2024 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

99.1 Press release of Ubiquiti Inc. dated May 10, 2024

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 and Section 21E of the Exchange Act. 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 the statement regarding our intention to pay quarterly cash dividends, any statements or assumptions underlying the foregoing, and any statement regarding future events and the future financial performance of Ubiquiti Inc. that involves risks or uncertainties.

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 social, economic and political conditions in the United States and

abroad, including the impact of the military conflict between Russia and Ukraine and the tension between China and Taiwan. 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, 2023, and subsequent filings filed with 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 [e-mail] or by visiting the Investor Relations section of the Ubiquiti Inc. website, https://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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UBIQUITI INC.
May 10, 2024	By:	/s/ Robert J. Pera
	Name:	Robert J. Pera
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit

Number Description

99.1 Press release of Ubiquiti Inc. dated May 10, 2024

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.

Exhibit 99.1

UBIQUITI INC. REPORTS THIRD QUARTER FISCAL 2024 FINANCIAL RESULTS

~ Revenues of $493.0 million ~

~ GAAP Diluted Earnings Per Share of $1.26 ~

New York, NY - May 10, 2024 - Ubiquiti Inc. (NYSE: UI) ("Ubiquiti" or the "Company") today announced its financial results for the third quarter ended March 31, 2024.

Third Quarter Fiscal 2024 Financial Summary

• Revenues of $493.0 million
• GAAP diluted EPS of $1.26
• Non-GAAPdiluted EPS of $1.28

Additional Financial Highlight

• The Company's Board of Directors declared a $0.60 per share cash dividend payable on May 28, 2024 to shareholders of record at the close of business on May 20, 2024.

Financial Highlights ($, in millions, except per share data)
Income statement highlights		F3Q24		F2Q24		F3Q23
Revenues	493.0	465.0	457.8
Enterprise Technology	414.3	391.5	373.6
Service Provider Technology	78.7	73.5	84.2
Gross profit	174.1	177.6	188.5
Gross Profit (%)	35.3%	38.2%	41.2%
Total Operating Expenses	62.9	56.5	55.0
Income from Operations	111.2	121.1	133.5
GAAP Net Income	76.3	82.1	98.6
GAAP EPS (diluted)	1.26	1.36	1.63
Non-GAAP Net Income	77.6	83.3	99.5
Non-GAAP EPS (diluted)	1.28	1.38	1.65

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Ubiquiti Inc.

Revenues by Product Type (In thousands) (Unaudited)

		Three Months Ended March 31,			Nine Months Ended March 31,
		2024			2023			2024			2023
Enterprise Technology	$	414,345	$	373,573	$	1,185,932	$	1,217,279
Service Provider Technology		78,652			84,200			235,097			232,148
Total revenues	$	492,997	$	457,773	$	1,421,029	$	1,449,427
Ubiquiti Inc.
Revenues by Geographical Area
(In thousands)
(Unaudited)
		Three Months Ended March 31,			Nine Months Ended March 31,
		2024			2023			2024			2023
North America	$	242,511	$	230,741	$	693,154	$	683,907
Europe, the Middle East and Africa		200,666			173,262			546,010			568,502
Asia Pacific		26,459			26,880			95,815			116,158
South America		23,361			26,890			86,050			80,860
Total revenues	$	492,997	$	457,773	$	1,421,029	$	1,449,427

Income Statement Items

Revenues

Revenues for the third quarter fiscal 2024 were $493.0 million, representing an increase from the prior quarter of 6.0% and an increase from the comparable prior year period of 7.7%.

The increase in revenues compared to the prior quarter was driven by an increase in revenue from both our Enterprise Technology platform and Service Provider Technology platform. The increase in revenues as compared to the comparable prior year period was driven by an increase in revenue from our Enterprise Technology platform, offset in part by decrease in revenue from our Service Provider Technology platform.

Gross Margins

During the third quarter fiscal 2024, GAAP gross profit was $174.1 million. GAAP gross margin of 35.3% decreased by 2.9% as compared to the prior quarter GAAP gross margin of 38.2% and decreased by 5.9% as compared to the comparable prior year period GAAP gross margin of 41.2%.

The decrease in gross profit margin as compared to the prior quarter was primarily driven by incremental excess and obsolete inventory charges and higher warehouse-related operating expenses, offset in part by lower shipping costs and favorable product mix. The decrease in gross profit margin as compared to the comparable prior year period was primarily driven by incremental excess and obsolete inventory charges, unfavorable product mix and higher shipping costs, offset in part by lower tariffs.

Research and Development

During the third quarter fiscal 2024, research and development ("R&D") expenses were $42.5 million. This reflects an increase as compared to the R&D expenses of $36.9 million in the prior quarter and an increase as compared to the R&D expenses of $38.2 million in the comparable prior year period.

The increase in R&D expenses as compared to both the prior quarter and the comparable prior year period were primarily driven by higher prototype-related expenses and higher employee-related expenses.

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Sales, General and Administrative

The Company's sales, general and administrative ("SG&A") expenses for the third quarter fiscal 2024 were $20.4 million. This reflects an increase as compared to the SG&A expenses of $19.6 million in the prior quarter and an increase compared to the SG&A expenses of $16.7 million in the comparable prior year period.

The increase in SG&A costs as compared to the prior quarter was primarily due to higher travel expenses and higher fees associated with webstore credit card processing, offset in part by lower marketing expenses and professional fees. The increase in SG&A as compared to the comparable prior year period was primarily due to higher fees associated with webstore credit card processing, higher travel expenses, professional fees, higher employee-related expenses, and marketing expenses.

Interest Expense and Other, net

During the third quarter fiscal 2024, Interest expense and other, net ("I&O") expenses were $18.9 million. This reflects an increase as compared to the I&O expenses of $18.3 million in the prior quarter and an increase compared to I&O expenses of $16.5 million in the comparable prior year period.

The increase in I&O expenses as compared to the prior quarter was primarily due to increase in foreign exchange losses, offset in part by lower interest expense driven by a decrease in borrowings. The increase in I&O expenses as compared to the comparable prior year period was primarily due to higher interest expense driven by increased interest rates.

Net Income and Earnings Per Share

During the third quarter fiscal 2024, GAAP net income was $76.3 million and non-GAAP net income was $77.6 million. This reflects a decrease in GAAP net income and non-GAAP net income from the comparable prior year period by 22.6% and 22.1%, respectively, primarily driven by lower gross profit, higher operating expenses and higher interest expense. Third quarter fiscal 2024 GAAP earnings per diluted share was $1.26 and non-GAAP earnings per diluted share was $1.28. This reflects a decrease in GAAP and non-GAAP earnings per diluted share from the comparable prior year period of 22.7% and 22.4%, respectively.

About Ubiquiti Inc.

Ubiquiti Inc. is focused on democratizing network technology on a global scale - creating networking infrastructure in over 200 countries and territories around the world. Our professional networking products are powered by our UISP and UniFi software platforms to provide high-capacity distributed Internet access and unified information technology management, respectively.

Ubiquiti and the U logo are trademarks or registered trademarks of Ubiquiti and/or its affiliates in the United States and other countries. For more information, please visit www.ui.com.

Investor Relations Contact

Ubiquiti Inc.

Investor Relations [e-mail].1-646-780-7958

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Safe Harbor for Forward Looking Statements

Certain statements in this press release 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 press release that could be deemed forward-looking statements include the statement regarding our intention to pay quarterly cash dividends, any statements or assumptions underlying the foregoing, and any statement regarding future events and the future financial performance of Ubiquiti Inc. that involves risks or uncertainties.

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 social, economic and political conditions in the United States and abroad, including the impact of the military conflict between Russia and Ukraine and the tension between China and Taiwan. 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, 2023, 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 [e-mail] or by visiting the Investor Relations section of the Ubiquiti Inc. website, https://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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Ubiquiti Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share data) (Unaudited)

		Three Months Ended March 31,			Nine Months Ended March 31,
		2024			2023			2024			2023
Revenues	$	492,997	$	457,773	$	1,421,029	$	1,449,427
Cost of revenues		318,897			269,297			885,407			892,023
Gross profit		174,100			188,476	$	535,622	$	557,404
Operating expenses:
Research and development		42,498			38,210			115,692			104,633
Sales, general and administrative		20,379			16,741			59,302			52,080
Total operating expenses		62,877			54,951			174,994			156,713
Income from operations		111,223			133,525			360,628			400,691
Interest expense and other, net		18,870			16,497			58,356			38,421
Income before income taxes		92,353			117,028			302,272			362,270
Provision for income taxes		16,063			18,451			56,116			58,306
Net income	$	76,290	$	98,577	$	246,156	$	303,964
Net income per share of common stock:
Basic	$	1.26		$	1.63		$	4.07		$	5.03
Diluted
$	1.26	$	1.63	$	4.07	$	5.03
Weighted average shares used in computing net income
per share of common stock:
Basic		60,461			60,441			60,452			60,432
Diluted		60,463			60,455			60,455			60,451

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