Ubiquiti Inc 10-Q for FY2022 Q1
Ubiquiti Inc. (UI)
10-Q
2021-11-05
For: 2021-09-30
View Original
Added on
April 08, 2026
About this 10-Q
Ubiquiti Inc filed this 10-Q on November 5, 2021, covering the quarter ended September 30, 2021 (FY2022 Q1).
Headline figures
Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $458.91M
- down 3.1% from $473.53M a year earlier
- Net income
- $132.15M
- down 15.6% from net income of $156.51M a year earlier
- Diluted EPS
- $2.11
- down 14.2% from $2.46 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2021
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File No. 001-35300
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices, Zip Code)
(646 ) 780-7958
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | (Do not check if a smaller reporting company) | Smaller reporting company | |||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of November 3, 2021, 62,461,733 shares of Common Stock, par value $0.001, were issued and outstanding.
UBIQUITI INC.
INDEX TO
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021
| Page | ||||||||
| PART I – FINANCIAL INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II – OTHER INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
UBIQUITI INC.
Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
| September 30, 2021 | June 30, 2021 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investments — short-term | |||||||||||
Accounts receivable, net of allowance for doubtful accounts of $ | |||||||||||
| Inventories | |||||||||||
| Vendor deposits | |||||||||||
| Prepaid income taxes | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Deferred tax assets — long-term | |||||||||||
| Investments — long-term | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Taxes payable | |||||||||||
| Debt — short-term | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Income taxes payable — long-term | |||||||||||
| Operating lease liabilities —long-term | |||||||||||
| Debt — long-term | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 10) | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock—$ | |||||||||||
Common stock—$ | |||||||||||
| Additional paid–in capital | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Retained earnings equity | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See notes to consolidated financial statements.
3
UBIQUITI INC.
Consolidated Statements of Operations and Comprehensive Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Revenues | $ | $ | |||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales, general and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Interest expense and other, net | ( | ( | |||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Net income per share of common stock: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
| Weighted average shares used in computing net income per share of common stock: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Unrealized losses on available-for-sale securities | $ | ( | $ | ( | |||||||||||||||||||
| Other Comprehensive loss | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | |||||||||||||||||||||
See notes to consolidated financial statements.
4
UBIQUITI INC.
Consolidated Statements of Stockholders’ Equity (Deficit)
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Amount | Amount | Amount | Amount | |||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | — | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net Income | — | — | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | |||||||||||||||||||||||||||||||||||
| Restricted stock units issued, net of tax withholdings | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||
| Repurchases of Common Stock | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||
Dividends Paid on Common Stock ($ | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Balances at September 30, 2021 | $ | $ | — | $ | $ | — | $ | |||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2020 | ||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Amount | Amount | Amount | Amount | |||||||||||||||||||||||||||||||||
| Balance at June 30, 2020 | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | |||||||||||||||||||||||||||||||||||
| Restricted stock units issued, net of tax withholdings | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||
| Repurchases of Common Stock | ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||
Dividends Paid on Common Stock ($ | — | $ | — | $ | — | $ | ( | $ | — | $ | ( | |||||||||||||||||||||||||||
| Balances at September 30, 2020 | $ | $ | — | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||
See notes to consolidated financial statements.
5
UBIQUITI INC.
Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
| Three Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Non-cash lease expense | |||||||||||
| Premium amortization and (discount accretion), net | |||||||||||
| Provision for inventory obsolescence | |||||||||||
| Provision for loss on vendor deposits and purchase commitments | |||||||||||
| Stock-based compensation | |||||||||||
| Provisions for doubtful accounts | |||||||||||
| Deferred taxes | |||||||||||
| Other, net | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Vendor deposits | ( | ||||||||||
| Prepaid income taxes | ( | ||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Income taxes payable | |||||||||||
| Deferred revenues | |||||||||||
| Accrued and other liabilities | |||||||||||
| Net cash provided by operating activities | $ | $ | |||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Purchase of property and equipment and other long-term assets | ( | ( | |||||||||
| Advance of loan to third party | ( | ||||||||||
| Purchase of investments | ( | ||||||||||
| Proceeds from maturities of investments | |||||||||||
| Net cash provided by (used in) investing activities | $ | ( | $ | ( | |||||||
| Cash Flows from Financing Activities: | |||||||||||
| Repayment against credit facility- Revolver | ( | ||||||||||
| Repayment against credit facility- Term | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Payment of common stock cash dividends | ( | ( | |||||||||
| Proceeds from exercise of stock options | |||||||||||
| Tax withholdings related to net share settlements of restricted stock units | ( | ( | |||||||||
| Net cash (used in) financing activities | $ | ( | $ | ( | |||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental Disclosure of Cash Flow Information: | |||||||||||
| Income taxes paid, net of refunds | $ | $ | |||||||||
| Interest paid | $ | $ | |||||||||
| Non-Cash Investing and Financing Activities: | |||||||||||
| Right-of-use asset recognized | $ | $ | |||||||||
| Unpaid stock repurchases | $ | $ | |||||||||
| Unpaid property and equipment and other long-term assets | $ | $ | |||||||||
See notes to consolidated financial statements.
6
UBIQUITI INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1—BUSINESS AND BASIS OF PRESENTATION
Business— Ubiquiti Inc. and its wholly owned subsidiaries (collectively, “Ubiquiti” or the “Company”) develop high performance networking technology for service providers, enterprises, and consumers globally.
The Company operates on a fiscal year ending June 30. In this Quarterly Report, the fiscal year ending June 30, 2022 is referred to as “fiscal 2022” and the fiscal year ended June 30, 2021 is referred to as “fiscal 2021”.
Basis of Presentation— The Company’s consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) related to interim financial statements based on applicable Securities and Exchange Commission (“SEC”) rules and regulations. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. These consolidated financial statements reflect all adjustments, which are, in the opinion of the Company, of a normal and recurring nature and those necessary to state fairly the statements of financial position, results of operations and cash flows for the dates and periods presented. The June 30, 2021 balance sheet was derived from the audited financial statements as of that date. All significant intercompany transactions and balances have been eliminated.
These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended June 30, 2021, included in its Annual Report on Form 10-K, as filed with the SEC on August 27, 2021 (the “Annual Report”). The results of operations for the three months ended September 30, 2021 are not necessarily indicative of the results to be expected for any future periods.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies are disclosed in its audited consolidated financial statements for the year ended June 30, 2021, included in the Annual Report on Form 10-K. Except as noted below, there have been no other changes to the Company’s significant accounting policies as discussed in the Annual Report.
Recent Accounting Pronouncements
Income Taxes
In December 2019, the FASB issued Accounting Standards Update (ASU) No. 2019-12 Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The ASU is effective for calendar year-end public business entities on January 1, 2021 and other entities on January 1, 2022. Entities may early adopt the ASU in any interim period for which financial statements have not yet been issued (or made available for issuance). The Company has adopted the new guidance effective July 1, 2021 with no impacts upon adoption.
NOTE 3—REVENUES
Revenue is primarily generated from the sale of hardware as well as the related implied post contract services (“PCS”). Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Revenue is recognized when obligations under the terms of a contract with customers are satisfied; generally, this occurs with the transfer of control of the Company’s products and PCS to its customers. Transfer of control to the customer for products generally occurs at the point in time when products have been shipped to customers as this represents the point in time when the customer has a present obligation to pay and physical possession including title and risk of loss have been transferred to the customer. Revenue for PCS is recognized ratably over time over the estimated period for which implied PCS services will be delivered.
Disaggregation of Revenue
See Note 15 of Notes to Consolidated Financial Statements “Segment Information” for disaggregation of revenue by product category
7
and geography.
Contract Balances
The timing of revenue recognition, billing and cash collections results in billed accounts receivable, deferred revenue primarily attributable to PCS and customer deposits on the Consolidated Balance Sheets. Accounts receivable are recognized in the period the Company’s right to the consideration is unconditional. Our contract liabilities consist of advance payments (Customer deposits) as well as billing in excess of revenue recognized primarily related to deferred revenue. We classify customer deposits as a current liability, and deferred revenue as a current or non-current liability based on the timing of when we expect to fulfill these remaining performance obligations. The current portion of deferred revenue is included in other current liabilities and the non-current portion is included in other long-term liabilities in our consolidated balance sheets.
As of September 30, 2021 and June 30, 2021, the Company’s customer deposits were $1.4 million and $2.7 million, respectively.
As of September 30, 2021, the Company’s deferred revenue, included in other current liabilities and other long-term liabilities, was $23.1 million and $7.6 million, respectively.
NOTE 4—FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant to the accounting guidance for fair value measurements and its subsequent updates, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The accounting guidance establishes a three-tier fair value hierarchy that requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:
Level 1—Quoted prices in active markets for identical assets or liabilities;
Level 2—Inputs other than the quoted prices in active markets, that are observable either directly or indirectly;
Level 3—Unobservable inputs based on the Company’s own assumption.
The Company records securities available-for-sale at fair value on a recurring basis. The Company classifies its investments within Level 1 or 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded.
The Company’s fixed income available-for-sale securities consist of high-quality investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of the Company’s marketable securities incorporate bond terms and conditions, current performance data, proprietary pricing models, real time quotes from contributing dealers, trade prices and other market data.
The Company held no
The following tables summarize the Company’s financial instruments’ adjusted cost, gross unrealized gains and losses, and fair value by significant investment category as of September 30, 2021 and June 30, 2021 (in thousands):
| September 30, 2021 | |||||||||||||||||||||||||||||||||||||||||
| Adjusted Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash and Cash Equivalents (1) | Short-Term Investments | Long-Term Investments | |||||||||||||||||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Subtotal | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Level 2 | |||||||||||||||||||||||||||||||||||||||||
| Corporate securities | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Subtotal | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
(1) Cash and cash equivalents on the consolidated balance sheets includes securities that have a maturity of three months or less at the date of purchase. The carrying amount approximates fair value, primarily due to the short maturity of cash equivalent instruments.
8
| June 30, 2021 | |||||||||||||||||||||||||||||||||||||||||
| Adjusted Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash and Cash Equivalents (1) | Short-Term Investments | Long-Term Investments | |||||||||||||||||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Subtotal | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Level 2 | |||||||||||||||||||||||||||||||||||||||||
| Corporate securities | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Subtotal | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1) Cash and cash equivalents on the consolidated balance sheets includes securities that have a maturity of three months or less at the date of purchase. The carrying amount approximates fair value, primarily due to the short maturity of cash equivalent instruments.
For the three months ended September 30, 2021 the Company did no t recognize any material net gains or losses from accumulated other comprehensive income related to unrealized gains or losses.
During the three months ended September 30, 2021, interest income on the Company’s investment securities was immaterial.
During the three months ended September 30, 2020, interest income on our investment securities was immaterial.
The following table represents the Company's marketable securities that had been in continuous unrealized loss position for less than 12 months and for 12 months or greater as of September 30, 2021 (in thousands):
| Continuous Unrealized Loss | |||||||||||||||||
| Less than 12 Months | 12 Months or Greater | Total | |||||||||||||||
| Fair value of marketable securities | $ | $ | $ | ||||||||||||||
| Unrealized loss | ( | ( | |||||||||||||||
The Company had no continuous unrealized loss position from marketable securities as of June 30, 2021.
The following table represents the adjusted costs and fair value of cash equivalents and investments by contractual maturity as of September 30, 2021 (in thousands):
| Available-For-Sale | |||||||||||
| Adjusted Cost | Fair Value | ||||||||||
| Due within 1 year and money market funds | $ | $ | |||||||||
| Due after 1 year through 5 years | |||||||||||
| Total | $ | $ | |||||||||
For certain of the Company’s financial instruments, other than those presented in the disclosures above, including cash, accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate fair value due to their short maturities.
As of September 30, 2021 and June 30, 2021, the Company had outstanding loans associated with its credit facilities, which are carried at historical cost. The fair value of the Company’s debt disclosed below was estimated based on the current rates offered to the Company for debt with similar terms and remaining maturities and was a Level 2 measurement. As of September 30, 2021 and June 30, 2021, the fair value of the Company’s debt, which is carried at historical cost was $487.5 million and $493.8 million, respectively.
NOTE 5—EARNINGS PER SHARE
9
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares used in computing basic earnings per share | |||||||||||||||||||||||
| Add—dilutive potential common shares: | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Weighted-average shares used in computing diluted net income per share | |||||||||||||||||||||||
| Net income per share of common stock: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
The Company excludes potentially dilutive securities from its diluted net income per share calculation when their effect would be anti-dilutive to net income per share amounts.
NOTE 6—BALANCE SHEET COMPONENTS
Inventories
Inventories consisted of the following (in thousands):
| September 30, 2021 | June 30, 2021 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials | |||||||||||
| Total | $ | $ | |||||||||
Property and Equipment, Net
| September 30, 2021 | June 30, 2021 | ||||||||||
| Testing equipment | $ | $ | |||||||||
| Tooling equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Computer and other equipment | |||||||||||
| Software | |||||||||||
| Furniture and fixtures | |||||||||||
| Corporate aircraft | |||||||||||
| Property and equipment, gross | |||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Other Long-term Assets
Other long-term assets consisted of the following (in thousands):
| September 30, 2021 | June 30, 2021 | ||||||||||
Hong Kong Tax deposit (1) | |||||||||||
Intangible assets, net (2) | |||||||||||
| Other long-term assets, net | |||||||||||
| Total | $ | $ | |||||||||
(1) . The Company expects the $57.5 million of deposits made with the IRD to be refunded upon completion of the audit. See Note 14 to the consolidated financial statements for additional details regarding this ongoing tax audit.
(2) Accumulated amortization was $3.2 million and $2.8 million as of September 30, 2021 and June 30, 2021, respectively.
10
Other Current Liabilities
Other current liabilities consisted of the following (in thousands):
| September 30, 2021 | June 30, 2021 | ||||||||||
| Deferred revenue — short-term | $ | ||||||||||
| Accrued expenses | |||||||||||
| Lease liability— current | |||||||||||
| Warranty accrual | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Customer deposits | |||||||||||
| Reserve for sales returns | |||||||||||
| Inventory received not billed | |||||||||||
| Other payables | |||||||||||
| Total | $ | $ | |||||||||
Other Long-Term Liabilities
| September 30, 2021 | June 30, 2021 | ||||||||||
| Deferred Revenue — long-term | $ | $ | |||||||||
| Other long-term liabilities | |||||||||||
| Total | $ | $ | |||||||||
NOTE 7—ACCRUED WARRANTY
Warranty obligations, included in other current liabilities, were as follows (in thousands):
| Three Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Beginning balance | $ | $ | |||||||||
| Accruals for warranties issued during the period | $ | ||||||||||
| Changes in liability for pre-existing warranties during the period | $ | ( | |||||||||
| Settlements made during the period | $ | ( | ( | ||||||||
| Ending balance | $ | $ | |||||||||
NOTE 8—DEBT
On March 30, 2021, the Company, as borrower and certain domestic subsidiaries entered into an amended and restated credit agreement (the “Third Amended and Restated Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), the other financial institutions named as lenders therein, and Wells Fargo as administrative agent and collateral agent for the lenders, that extended the $700 million senior secured revolving credit facility (the “Revolving Facility”) and provided a new $500 million senior secured term loan facility (the “Term Facility”, together with the Revolving Facility, the “Facilities”), and extended the maturity of the Facilities to March 30, 2026. In addition, the Facilities include an option to request increases in the amounts of such credit facilities by up to an additional $500 million in the aggregate.
The Third Amended and Restated Credit Agreement replaced the Company's prior $700 million senior secured revolving facility (the “Prior Revolving Facility”) and $500 million senior secured term loan facility (the “Prior Term Facility”, together with the Prior Revolving Facility, the “Prior Facilities”) under the Second Amended & Restated Credit Agreement, dated as of January 17, 2018 (as amended by the First Amendment, dated as of June 29, 2018, the Second Amendment, dated as of March 15, and the Third Amendment, dated as of September 9, 2019, the “Prior Credit Agreement”). The Facilities replace the Company's Prior Facilities
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under the Prior Credit Agreement, which has been terminated in connection with the Third Amended and Restated Credit Agreement.
At the closing of the Third Amended and Restated Credit Agreement, the Term facility was fully drawn, of which $462.5 million and $0.7 million was used to repay the Prior Term Facility under the Prior Credit Agreement for principal and interest, respectively.
Additionally, at closing of the Third Amended and Restated Credit Agreement, $75.0 million and $0.4 million of the Prior Revolving Facility under the Prior Credit Agreement was repaid for principal and interest, respectively. The Company then borrowed $75.0 million under the Revolving Facility under the Third Amended and Restated Credit Agreement.
The Company incurred $3.3 million of debt issuance costs which are capitalized and amortized as interest expense over the life of the facilities.
The Company’s Debt consisted of the following (in thousands):
| September 30, 2021 | June 30, 2021 | ||||||||||
| Term Facility - short term | $ | $ | |||||||||
| Debt issuance costs, net | ( | ( | |||||||||
| Total Debt - short term | |||||||||||
| Term Facility - long term | |||||||||||
| Debt issuance costs, net | ( | ( | |||||||||
| Total Debt - long term | $ | $ | |||||||||
The Revolving Facility includes a sub-limit of $25.0 million for letters of credit and a sub-limit of $25.0 million for swingline loans. The Facilities are available for working capital and general corporate purposes that comply with the terms of the Third Amended and Restated Credit Agreement, including to finance the repurchase of the Company’s common stock or to make dividends to the holders of the Company’s common stock. Under the Third Amended and Restated Credit Agreement, revolving loans and swingline loans may be borrowed, repaid and reborrowed until March 30, 2026, at which time all amounts borrowed must be repaid. The term loan is payable in quarterly installments of 1.25 % of the original principal amount of the term loan, commencing with the quarter ending June 30, 2021. Revolving, swingline and term loans may be prepaid at any time without penalty. Revolving and term loans bear interest, at the Company’s option, at either (i) a floating rate per annum equal to the base rate plus a margin of between 0.50 % and 1.25 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the applicable LIBOR rate (or replacement rate) for a specified period, plus a margin of between 1.50 % and 2.25 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter. Swingline loans bear interest at a floating rate per annum equal to the base rate plus a margin of between 0.50 % and 1.25 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter. Base rate is defined as the greatest of (A) Wells Fargo’s prime rate, (B) the federal funds rate plus 0.50 % or (C) the applicable LIBOR rate (or replacement rate) for a period of one month plus 1.00 %. A default interest rate shall apply on all obligations during certain events of default under the Third Amended and Restated Credit Agreement at a rate per annum equal to 2.00 % above the applicable interest rate. The Company will pay to each lender a facility fee on a quarterly basis based on the unused amount of each lender’s commitment to make revolving loans, of between 0.20 % and 0.35 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter. The Company will also pay to the applicable lenders on a quarterly basis certain fees based on the daily amount available to be drawn under each outstanding letter of credit, including aggregate letter of credit commissions of between 1.50 % and 2.25 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter, and issuance fees of 0.125 % per annum. The Company is also obligated to pay Wells Fargo, as agent, fees customary for a credit facility of this size and type.
The Third Amended and Restated Credit Agreement requires the Company to maintain during the term of the Facilities a maximum consolidated total leverage ratio of 3.50 to 1.00 and a minimum consolidated interest coverage ratio of 3.5 to 1.00. In addition, the Third Amended and Restated Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company and its subsidiaries to, among other things, grant liens or enter into agreements restricting their ability to grant liens on property, enter into mergers, dispose of assets, change their accounting or reporting policies, change their business and incur indebtedness, in each case subject to customary exceptions for a credit facility of this size and type. The Third Amended and Restated Credit Agreement includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the Third Amended and Restated Credit Agreement.
The Facilities
As of September 30, 2021, $487.5 million was outstanding on the Term Facility and there was no outstanding balance on the Revolving Facility, leaving $700.0 million available on the Revolving Facility.
Term Facility:
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During the three months ended September 30, 2021, the Company made aggregate payments of $8.3 million under the Term Facility, of which $6.3 million was repayment of principal and $2.0 million was payment of interest.
As of September 30, 2021, the interest rate on the term loan was 1.58 %. As of October 29, 2021, the most currently available reset date, the Term Facility has an interest rate of 1.58 %.
Revolving Facility:
Under the Third Amended and Restated Credit Agreement, during the three months ended September 30, 2021, the Company did not make any aggregate payments under the Revolving Facility.
The following table summarizes the Company’s estimated debt and interest payment obligations as of September 30, 2021, for the remainder of fiscal 2022 and future fiscal years (in thousands):
| 2022 (remainder) | 2023 | 2024 | 2025 | 2026 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| Debt payment obligations | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Interest and other payments on debt payment obligations (1) | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1) - Interest payments are calculated based on the applicable rates and payment dates as of September 30, 2021. Although the Company’s interest rates on our debt obligations may vary, the Company has assumed the most recent available interest rates for all periods presented.
NOTE 9—LEASES
The Company enters into agreements under which it leases various real estate spaces in North America, Europe and Asia Pacific, under non-cancellable leases that expire on various dates through fiscal 2029. Some of the Company’s leases include options to extend the term of such leases for a period from 12 months to 60 months, and/or have options to early terminate the lease. As of September 30, 2021, the Company included such options in determining the lease terms for certain of the Company’s leases because the Company was reasonably certain that it would exercise the extension options. Most of the Company’s leases require it to pay certain operating expenses in addition to base rent, such as taxes, insurance and maintenance costs.
| Financial Statement Classification | Three Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||||||||||
| Operating lease costs: | ||||||||||||||||||||||||||||||||
| Fixed lease costs | Operating expenses | $ | $ | |||||||||||||||||||||||||||||
| Fixed lease costs | Cost of revenues | |||||||||||||||||||||||||||||||
| Variable lease costs | Operating expenses | |||||||||||||||||||||||||||||||
| Variable lease costs | Cost of revenues | |||||||||||||||||||||||||||||||
| Total lease costs | $ | $ | ||||||||||||||||||||||||||||||
The operating lease costs in the table above include costs for long-term and short-term leases. Total short-term costs for three months ended September 30, 2021 and 2020 were immaterial. Variable lease costs primarily include maintenance, utilities and operating expenses that are incremental to the fixed base rent payments and are excluded from the calculation of operating lease liabilities and ROU assets. For the three months ended September 30, 2021 and 2020, cash paid for amounts associated with the Company’s operating lease liabilities were approximately $3.0 million and $2.8 million, respectively. Cash paid for amounts associated with the Company’s operating lease liabilities were classified as operating activities in the consolidated statement of cash flows.
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| Remainder of Fiscal 2022 | $ | |||||||
| Fiscal 2023 | ||||||||
| Fiscal 2024 | ||||||||
| Fiscal 2025 | ||||||||
| Fiscal 2026 | ||||||||
| Thereafter | ||||||||
| Total future fixed operating lease payments | $ | |||||||
| Less: Imputed interest | $ | |||||||
| Total operating lease liabilities | $ | |||||||
| Weighted-average remaining lease term - operating leases | ||||||||
| Weighted-average discount rate - operating leases | % | |||||||
NOTE 10—COMMITMENTS AND CONTINGENCIES
Operating Leases
See Note 9- Leases for future minimum lease payments under non-cancelable operating leases as of September 30, 2021.
Purchase Obligations
The Company subcontracts with third parties to manufacture its products and has purchase commitments with key component suppliers. During the normal course of business, the Company’s contract manufacturers procure components and manufacture products based upon orders placed by the Company. If the Company cancels all or part of the orders, the Company may still be liable to the contract manufacturers for the cost of the components purchased by the subcontractors to manufacture the Company's products. The Company periodically reviews the potential liability, and as of September 30, 2021, the Company recorded a purchase obligation liability of $7.8 million related to component purchase commitments. There have been no other significant liabilities for cancellations recorded as of September 30, 2021. The Company’s consolidated financial position and results of operations could be negatively impacted if it were required to compensate the contract manufacturers for any unrecorded liabilities incurred. The Company may be subject to additional purchase obligations for supply agreements and components ordered by its contract manufacturers based on manufacturing forecasts it provides them each month. The Company estimates the amount of these additional purchase obligations to range from $176.9 million to $919.4 million as of September 30, 2021, depending upon the timing of orders placed for these components by its contract manufacturers.
Other Obligations
As of September 30, 2021, the Company has other obligations of $2.7 million which consisted primarily of commitments related to raw materials and research and development projects.
Indemnification Obligations
The Company enters into standard indemnification agreements with many of its business partners in the ordinary course of business. These agreements include provisions for indemnifying the business partner against any claim brought by a third-party to the extent any such claim alleges that a Company product infringes a patent, copyright or trademark, or violates any other proprietary rights of that third-party. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not estimable and the Company has not incurred any material costs to defend lawsuits or settle claims related to these indemnification agreements to date.
Legal Matters
The Company may be involved, from time to time, in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters and other litigation matters relating to various claims that arise in the normal course of business. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using available information. The Company develops its views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. Taking all of the above factors into account, the Company records an amount where it is probable that the Company will incur a loss and where that loss can be reasonably estimated. However, the Company’s estimates may be incorrect and the Company could ultimately incur more or less than the amounts initially recorded. The Company may also incur significant legal fees, which are expensed as incurred, in
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defending against these claims. The Company is not currently aware of any pending or threatened litigation that would have a material adverse effect on the Company’s financial statements.
Vivato/XR
On April 19, 2017, XR Communications, LLC, d/b/a Vivato Technologies (“Vivato”), filed a complaint against the Company in the United States District Court for the Central District of California, alleging that at least one of the Company’s products infringes United States Patent Numbers 7,062,296 (the “‘296 Patent”), 7,729,728 (the “‘728 Patent”), and 6,611,231 (the “‘231 Patent” and, collectively, the “Patents-in-Suit”).
Vivato has also filed nine other lawsuits asserting the same patents against other defendants in the Central District of California. On October 2, 2017, the ten cases were consolidated into a single action for all purposes except trial (the "Original Action").
According to the operative Second Amended Complaint filed on July 6, 2017, the products accused of infringing the Patents-in-Suit include Wi-Fi access points and routers supporting MU-MIMO, including without limitation access points and routers utilizing the IEEE 802.11ac-2013 standard.
On March 19, 2018, the Company and the remaining defendants in the Original Action moved to stay the case pending completion of certain inter partes review proceedings before the Patent Trial and Appeal Board. On April 11, 2018, the Court stayed the Original Action.
The Patent Trial and Appeal Board, in the aforementioned series of inter partes review proceedings, invalidated two of the three Patents-in-Suit, but it rejected the challenge to the ‘231 Patent. That decision was appealed, and on November 25, 2020, the Federal Circuit Court of Appeals affirmed the Patent Trial and Appeal Board decision. Following the Federal Circuit's affirmance, the District Court lifted the stay on March 1, 2021 to resume proceedings on the '231 Patent in the Original Action.
On June 16, 2021, Vivato filed a new suit against the Company in the Central District of California, alleging that various Company products infringe some of the non-invalidated claims of the ’728 Patent and U.S. Patent No. 10,594,376 (the “New Action”). According to the New Action, the products accused of infringing these patents include Wi-Fi access points and routers supporting MU-MIMO, including without limitation access points and routers utilizing the 802.11ac and 802.11ax protocols. The New Action, as well as four similar new lawsuits filed by Vivato against other defendants in the same jurisdiction, were consolidated into the Original Action. The Company’s response to the New Action was filed on August 11, 2021. Trial is currently scheduled for October 11, 2022.
The Company plans to vigorously defend itself against these claims; however, there can be no assurance that the Company will prevail in the lawsuit. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation.
In re Ubiquiti Inc. Securities Litigation (SDNY)
On May 19, 2021, a purported class action, captioned Nils Molder, Individually and On Behalf of All Others Similarly Situated v. Ubiquiti Inc. et al., No. 1:21-cv-04520 (the “Securities Action”), was filed in the United States District Court for the Southern District of New York against the Company and certain of its officers. The Securities Action complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making false and/or misleading statements, including purported failure to disclose material facts about a data breach experienced by the Company in January 2021.
On July 30, 2021, the Court appointed a lead plaintiff and lead plaintiff’s counsel and ordered the lead plaintiff to file an amended complaint on or before September 24, 2021. The case is now captioned In re Ubiquiti Inc. Securities Litigation, 21 Civ. 4520 (DLC). Plaintiff filed an amended complaint on September 24, 2021. Defendants moved to dismiss the amended complaint on October 22, 2021. On October 29, 2021, Plaintiff informed the Court that she intends to further amend the complaint and plans to do so on or before November 12, 2021.
The Company plans to vigorously defend itself against these claims; however, there can be no assurance that the Company will prevail in the lawsuit. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation.
Flannery v. Ubiquiti Inc.
On October 21, 2021, a purported stockholder of the Company filed an action captioned Flannery v. Ubiquiti Inc., C.A. No. 2021-0913-PAF (the “Books and Records Action”) in the Court of Chancery of the State of Delaware seeking to inspect certain books and records of the Company pursuant to 8 Delaware Code Section 220. The Books and Records Action complaint seeks to inspect, without limitation, books and records concerning the data breach experienced by the Company in January 2021, as well as related statements, disclosures, policies, procedures, and practices. Ubiquiti’s response to the complaint is due on November 12, 2021.
NOTE 11—COMMON STOCK AND TREASURY STOCK
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On May 5, 2020, the Company's Board of Directors approved a $500 million stock repurchase program (the “2020 May Program”). Under the 2020 May Program, the Company may repurchase up to $500 million of its common stock. The 2020 May Program expires on March 31, 2022. During the three months ended September 30, 2021, under the 2020 May Program, the Company repurchased and retired 130,994 shares of common stock at an average price per share of $299.64 for an aggregate amount of $39.3 million. As of September 30, 2021, the Company had $278.9 million available for share repurchases under the 2020 May Program.
| Date of Publicly Announced Program | Amount of Publicly Announced Program | Total Number of Shares Purchased as Part of Publicly Announced Programs | Average Price Paid per Share | Total Aggregate Amount Paid | Period of Purchases | Estimated Remaining Balance Available for Share Repurchases under the Program | Expiration date of Program | |||||||||||||||||||||||||||||||||||||
| May 8, 2020 | $ | $ | $ | July 7, 2021 - September 30, 2021 | $ | 3/31/2022 | ||||||||||||||||||||||||||||||||||||||
NOTE 12—ACCUMULATED OTHER COMPREHENSIVE INCOME
NOTE 13—STOCK BASED COMPENSATION
Stock-Based Compensation Plans
The Company’s 2020, 2010 and 2005 Equity Incentive Plan are described in the Company’s Annual Report.
As of September 30, 2021, the Company had 4,986,685 authorized shares available for future issuance under all of its stock incentive plans.
Stock-Based Compensation
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Cost of revenues | $ | $ | |||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales, general and administrative | |||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
Stock Options
| Common Stock Options Outstanding | |||||||||||||||||||||||
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (In thousands) | ||||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | |||||||||||||||||||||
| Exercised | ( | $ | |||||||||||||||||||||
| Forfeitures and cancellations | |||||||||||||||||||||||
| Balance, September 30, 2021 | $ | $ | |||||||||||||||||||||
| Vested as of September 30, 2021 | $ | $ | |||||||||||||||||||||
| Vested and exercisable as of September 30, 2021 | $ | $ | |||||||||||||||||||||
During the three months ended September 30, 2021 and 2020, the aggregate intrinsic value of options exercised under the Company’s stock incentive plans was $0.5 million and $0.3 million, respectively, as determined as of the date of option exercise.
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As of September 30, 2021, the Company had no unrecognized compensation costs related to stock options.
The Company did no
Restricted Stock Units (“RSUs”)
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||
| Non-vested RSUs, June 30, 2021 | $ | ||||||||||
| RSUs granted | $ | ||||||||||
| RSUs vested | ( | $ | |||||||||
| RSUs canceled | ( | $ | |||||||||
| Non-vested RSUs, September 30, 2021 | $ | ||||||||||
The intrinsic value of RSUs vested in the three months ended September 30, 2021 and 2020 was $3.4 million and $2.1 million, respectively.
The total intrinsic value of all outstanding RSUs was $15.8 million as of September 30, 2021.
As of September 30, 2021, there were unrecognized compensation costs related to RSUs of $5.9 million which the Company expects to recognize over a weighted average period of 3.0 years.
NOTE 14—INCOME TAXES
The Company recorded tax provisions of $25.7 million for the three months ended September 30, 2021 as compared to $29.5 million for the three months ended September 30, 2020. The decrease is primarily related to a decrease in profit before tax for the three months ended September 30, 2021.
The Company’s estimated fiscal year 2022 effective tax rate, before discrete items, differs from the U.S. statutory rate primarily due to profits earned in jurisdictions where the tax rate is lower than the U.S. tax rate, partially offset by additional US tax related to our non-US operations under Global Intangible Low-Taxes Income (GILTI) provision.
As of September 30, 2021, the Company had approximately $33.3 million of unrecognized tax benefits, substantially all of which would, if recognized, affect its tax expense. During the three months ended September 30, 2021, the Company recorded an increase of its unrecognized tax benefits of $1.2 million. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying Consolidated Statement of Operations and Comprehensive Income. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets. As of September 30, 2021, the Company had $3.8 million accrued interest related to uncertain tax matters.
The Company and one or more of its subsidiaries, files income tax returns in the United States federal jurisdiction, and various state, local, and foreign jurisdictions and is currently undergoing income tax examinations by the U.S. Internal Revenue Service and the Hong Kong IRD. All material consolidated federal, state and local income tax matters have been concluded for years through 2014. The majority of the Company’s foreign jurisdictions have been concluded through 2014, with the exception of Hong Kong which has been reviewed through 2009 and is currently under audit for the 2010-2016 tax years.
During fiscal years 2020, 2019, and 2018, the Company made a total of $15.5 million, $13.4 million, and $6.6 million of deposits with the Hong Kong IRD in connection with extending the statute of limitation for income tax examinations currently under audit for 2010-2015 tax years. On December 30, 2020, the Company received notification that the Hong Kong IRD is seeking an additional $67.8 million deposit covering the 2015 tax year. The Company has filed a formal protest in response to this notice and the Assessor's office agreed to a reduced deposit of $22.0 million which was remitted on March 26, 2021. The refundable deposits are included within other long-term assets on our Consolidated Balance Sheets. The IRD is examining the Company’s claims that its revenue is generated through activities performed wholly outside of the Hong Kong tax jurisdiction and are therefore exempt from Hong Kong tax. The Company is fully cooperating with the examination including submitting documentation in support of its position. The Company continues to believe that its tax positions filed with IRD are more likely than not to be sustained based on their technical merits and therefore no reserve has been provided for this tax uncertainty and we expect the $57.5 million of deposits made with IRD to be refunded upon completion of the audit. However, there can be no assurance that this matter will be resolved in the Company’s favor and therefore it's possible that an adverse outcome of the matter could have a material effect on the Company’s results of operations and financial condition.
In July 2018, the Company received a draft Notice of Proposed Adjustment (“Draft NOPA”) from the Internal Revenue Service (“IRS”) proposing an adjustment to income for the fiscal 2015 and fiscal 2016 tax years based on its interpretation of certain obligations of the non-US entities under the credit facility. This Draft NOPA was superseded by an Acknowledgement of Facts (“AOF”) issued to the Company by the IRS on January 17, 2020. The IRS in its AOF continued to propose an adjustment to the
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NOTE 15—SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS
Management has determined that the Company operates as one two primary categories: Service Provider Technology and Enterprise Technology.
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
| Service Provider Technology | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||||||
| Enterprise technology | % | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||||||
Revenues by geography based on customer’s ship-to destinations were as follows (in thousands, except percentages):
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
North America (1) | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||||||
| Europe, the Middle East and Africa ("EMEA") | % | % | |||||||||||||||||||||||||||||||||||||||||||||
| Asia Pacific | % | % | |||||||||||||||||||||||||||||||||||||||||||||
| South America | % | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||||||
(1) Revenue for the United States was $190.6 million and $209.8 million for the three months ended September 30, 2021 and 2020, respectively.
| Percentage of Revenues | Percentage of Accounts Receivable | ||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | September 30, | June 30, | |||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2021 | ||||||||||||||||||||||||||||||||
| Customer A | * | * | * | * | |||||||||||||||||||||||||||||||
| Customer B | * | * | * | ||||||||||||||||||||||||||||||||
NOTE 16 - SUBSEQUENT EVENTS
Stock Repurchases
Between October 1, 2021 and November 4, 2021, the Company repurchased and retired 30,937 shares of common stock at an average price of $299.94 for an aggregate amount of $9.2 million. As of November 4, 2021, the Company had $269.6 million available for share repurchases under the 2020 May Program.
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Dividends
On November 3, 2021, the Company's Board of Directors had approved a quarterly cash dividend of $0.60 per share payable on November 22, 2021 to shareholders of record at the close of business on November 15, 2021. Any future dividends will be subject to the approval of the Company’s Board of Directors.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read together with the financial statements and related notes that are included elsewhere in this quarterly report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this quarterly report, particularly in Note 10 “Commitments and Contingencies” to our consolidated financial statements and Part II “Other Information”, Item 1-Legal Proceedings and 1A-Risk Factors, in this report.
Overview
We develop technology platforms for high-capacity distributed Internet access, unified information technology, and consumer
electronics for professional, home and personal use. We categorize our solutions into three main categories: high performance
networking technology for service providers, enterprises and consumers. We target the service provider and enterprise markets
through our highly engaged community of service providers, distributors, value added resellers, webstores, systems integrators and
corporate IT professionals, which we refer to as the Ubiquiti Community. We target consumers through digital marketing, retail
chains and, to a lesser extent, the Ubiquiti Community.
In addition to Mr. Pera, our founder, Chairman of the Board and Chief Executive Officer, who is central to our business, the
majority of our human capital resources consist of entrepreneurial and de-centralized research and development (“R&D”) personnel.
We do not employ a traditional direct sales force, but instead drive brand awareness through online reviews and publications, our
website, our distributors and our user community where customers can interface directly with our R&D, marketing, and support
teams. Our technology platforms were designed from the ground up with a focus on delivering highly-advanced and easily
deployable solutions that appeal to a global customer base.
We offer a broad and expanding portfolio of networking products and solutions for operator-owners of wireless internet services
(“WISPs”), enterprises and smart homes. Our operator-owner service provider-product platforms provide carrier-class network
infrastructure for fixed wireless broadband, wireless backhaul systems and routing and the related software for WISPs to easily
control, track and bill their customers. Our enterprise product platforms provide wireless LAN (“WLAN”) infrastructure, video
surveillance products, switching and routing solutions, security gateways, door access systems, and other complimentary WLAN
products along with a unique software platform, which enables users to control their network from one simple, easy to use software
interface. Our consumer products are targeted to the smart home and highly connected consumers. We believe that our products are
differentiated due to our proprietary software, firmware expertise, and hardware design capabilities.
We distribute our products through a worldwide network of over 100 distributors and on-line retailers and direct to customers
through our webstores.
COVID-19 Update- The 2019 novel coronavirus (COVID-19), which the World Health Organization (“WHO”) characterized as a
pandemic in March 2020, continues to disrupt global economies, and has spread to the major markets in which we operate,
including the United States, Asia, Europe and South America. The COVID-19 pandemic has resulted in significant governmental
measures being implemented to control the spread of the virus, including, among others, restrictions on travel, stay-at-home orders
or work remote or from home conditions in many of the locations where we have offices. We have taken and will continue to take
precautionary measures intended to help minimize the risk of COVID-19 to our employees. While we have not yet experienced a
significant disruption to the productivity of our employees as a result of the COVID-19 pandemic, if the stay-at-home orders or
work remote or from home conditions in any of our facilities continue for an extended period of time, or an outbreak in
any of our facilities, we may, among other issues, experience delays in product development, a decreased ability to support our
customers, disruptions in sales and an overall lack of productivity. We have experienced a disruption in our supply chain and
production as a result of the COVID-19 related restrictions and the global shortage of components. The current environment has
impacted our suppliers’ ability to manufacture or provide key components or services, and we have incurred, and continue to incur,
additional cost to expedite deliveries of components and services. For example, during fiscal 2022, we experienced reduced availability of components (including the chipsets) used to manufacture our products, which has impacted, and we expect will continue to impact our ability and costs to manufacture our products. These supply shortages have resulted in increased component delivery lead times and increased costs to obtain components, particularly the chipsets, and may result in delays in product production, which shortages may be further exacerbated by increasing global shipping lead times and delays. We do not stockpile sufficient components to cover the time it would take to re-engineer our products to replace the chipsets used to manufacture our products. While we are continuing to work closely with our suppliers and contract manufacturers to minimize the potential adverse impacts of the supply shortage, there are many companies seeking to purchase the limited supply of chipsets and other components, many of which have greater resources and larger market share than we have, which may limit the effectiveness of our efforts. We expect that
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shortages of chipsets and other components will continue and may have an adverse impact on our ability to manufacture our products and meet demand for our products. The extent to which the COVID-19 pandemic and the global availability of components impacts our business going forward will depend on numerous evolving factors we cannot reliably predict, including further disruptions to our supply chain, reductions in demand due to disruptions in the operations of our customers or their end customers, disruptions in local and global economies, volatility in the global financial markets, overall reductions in demand, restrictions on the export or shipment of our products or other COVID-19-related events. This uncertainty also affects management’s accounting estimates and assumptions, which could result in greater variability in a variety of areas that depend on these estimates and assumptions. Refer to Risk Factors (Part II, Item 1A of this Form 10-Q) for a discussion of these factors and other risks.
Key Components of Our Results of Operations and Financial Condition
Revenues
We operate our business as one reportable and operating segment. Further information regarding Segments can be found in Note 15
to our Consolidated Financial Statements. Our revenues are derived principally from the sale of networking hardware. Because we
have historically included implied post-contract customer support (“PCS”) free of charge in many of our arrangements, we attribute
a portion of our systems revenues to this implied PCS.
We classify our revenues into two primary product categories: Service Provider Technology and Enterprise Technology.
•Service Provider Technology includes our airMAX, EdgeMAX, UFiber, and airFiber platforms, as well as embedded radio products and other 802.11 standard products including base stations, radios, backhaul equipment and CPE. Additionally, Service Provider Technology includes antennas and other products primarily in the 0.9 to 6.0 GHz spectrum and miscellaneous products such as mounting brackets, cables and power over Ethernet adapters.
•Enterprise Technology includes our UniFi platforms, including UniFi enterprise Wi-Fi, UniFi Protect, UniFi Access, UniFi-Talk, UniFi switching and routing solutions and our AmpliFi platform.
We sell our products and solutions globally to service providers and enterprises primarily through our extensive network of
distributors, and, to a lesser extent, through direct sales through our webstores. Sales to distributors accounted for 72% of our revenues during the three months ended September 30, 2021. Direct sales accounted for 28% of our revenue during the three months ended September 30, 2021.
Cost of Revenues
Our cost of revenues is comprised primarily of the costs of procuring finished goods from our contract manufacturers and certain
key components that we consign to certain of our contract manufacturers. In addition, cost of revenues includes labor and other
costs which include salary, benefits and stock-based compensation, in addition to costs associated with tooling, testing and quality
assurance, warranty costs, logistics costs, tariffs and excess and obsolete inventory write-downs.
We currently operate warehouses located in the U.S. and Europe. In addition, we outsource other logistics warehousing
and order fulfillment functions located in China and to a lesser extent in other countries. We also evaluate and utilize other vendors
for various portions of our supply chain from time to time. Our operations organization consists of employees and consultants
engaged in the management of our contract manufacturers, new product introduction activities, logistical support and engineering.
Gross Profit
Our gross profit has been, and may in the future be, influenced by several factors including changes in product mix, target end
markets for our products, channel inventory levels, tariffs, pricing due to competitive pressure, production costs and global demand
for electronic components. Although we procure and sell our products mostly in U.S. dollars, our contract manufacturers incur many
costs, including labor costs, in other currencies. To the extent that the exchange rates move unfavorably for our contract
manufacturers, they may try to pass these additional costs on to us, which could have a material impact on our future average selling
prices and unit costs. In June 2018, the Office of the United States Trade Representative announced new proposed tariffs for certain
products imported into the U.S. from China. The vast majority of our products that are imported into the U.S. from China are
currently subject to tariffs that range between 7.5% and 25%. These tariffs have already affected our operating results and margins.
For so long as such tariffs are in effect, we expect it will continue to affect our operating results and margins. As a result, our
historical and current gross profit margins may not be indicative of our gross profit margins for future periods. Refer to “Part II—
Item 1A. Risk Factors—Risks Related to Our International Operations—Our business may be negatively affected by political events
and foreign policy responses” for additional information.
Operating Expenses
We classify our operating expenses as research and development and, sales, general and administrative expenses.
•Research and development expenses consist primarily of salary and benefit expenses, including stock-based compensation, for
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employees and costs for contractors engaged in research, design and development activities, as well as costs for prototypes, licensed or purchased intellectual property, facilities and travel. Over time, we expect our research and development costs to increase as we continue making significant investments in developing new products in addition to new versions of our existing products.
•Sales, general and administrative expenses include salary and benefit expenses, including stock-based compensation, for employees and costs for contractors engaged in sales, marketing and general and administrative activities, as well as the costs of legal expenses, trade shows, marketing programs, promotional materials, bad debt expense, professional services, facilities, general liability insurance and travel. As our product portfolio and targeted markets expand, we may need to employ different sales models, such as building a traditional direct sales force. These sales models would likely increase our costs. Over time, we expect our sales, general and administrative expenses to increase in absolute dollars due to continued growth in headcount, expansion of our efforts to register and defend trademarks and patents and to support our business and operations
Provisions for Income Taxes
We use the asset and liability method to account for income taxes. Significant management judgment is required in determining
the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax
assets. In preparing the consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in
which we operate. We must assess such potential exposures and, where necessary, provide a reserve to cover any expected loss. To
the extent that we establish a reserve, the provision for income taxes would be increased. If we ultimately determine that payment of
these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the
liability is no longer necessary. We record an additional charge in our provision for taxes in the period in which we determine that
tax liability is greater than our original estimate. We recognize interest and penalties related to unrecognized tax benefits on the
income tax expense line in the accompanying consolidated statement of operations and comprehensive income. Refer to “Part II—
Item 1A. Risk Factors—Risks Related to Regulatory, Legal and Tax Matters—Changes in applicable tax regulations could
negatively affect our financial results” for additional information
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. In other cases, management’s judgment is required in selecting among available alternative accounting standards that provide for different accounting treatment for similar transactions. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the amounts we report as assets, liabilities, revenues, costs and expenses and affect the related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. In many instances, we could reasonably use different accounting estimates, and in some instances changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, our actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. Our critical accounting policies are discussed in our Annual Report, filed with the SEC on August 27, 2021, and there have been no material changes other than that have been disclosed in Note 2 to our consolidated financial statements herein. Additionally, as the COVID-19 pandemic continues to develop and supply chain constraints on the global supply of components, particularly the chipsets, we use to manufacture our products persists, many of our estimates could require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve our estimates may change materially in future periods. We believe that the accounting policies discussed in our Annual Report, are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
Results of Operations
Comparison of Three Months Ended September 30, 2021 and 2020
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
(In thousands, except percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 458,914 | 100 | % | $ | 473,533 | 100 | % | |||||||||||||||||||||||||||||||||||||||
Cost of revenues (1) | 249,451 | 54 | % | 245,417 | 52 | % | |||||||||||||||||||||||||||||||||||||||||
| Gross profit | 209,463 | 46 | % | 228,116 | 48 | % | |||||||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
Research and development (1) | 32,051 | 7 | % | 25,813 | 5 | % | |||||||||||||||||||||||||||||||||||||||||
Sales, general and administrative (1) | 15,714 | 3 | % | 12,350 | 3 | % | |||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 47,765 | 10 | % | 38,163 | 8 | % | |||||||||||||||||||||||||||||||||||||||||
| Income from operations | 161,698 | 35 | % | 189,953 | 40 | % | |||||||||||||||||||||||||||||||||||||||||
| Interest expense and other, net | (3,815) | (1 | %) | (3,917) | (1 | %) | |||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | 157,883 | 34 | % | 186,036 | 39 | % | |||||||||||||||||||||||||||||||||||||||||
| Provisions for income taxes | 25,733 | 6 | % | 29,527 | 6 | % | |||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 132,150 | 29 | % | $ | 156,509 | 33 | % | |||||||||||||||||||||||||||||||||||||||
| (1) Includes stock-based compensation as follows: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenues | 22 | 28 | |||||||||||||||||||||||||||||||||||||||||||||
| Research and development | 570 | 510 | |||||||||||||||||||||||||||||||||||||||||||||
| Sales, general and administrative | 218 | 202 | |||||||||||||||||||||||||||||||||||||||||||||
| Total stock-based compensation | 810 | 740 | |||||||||||||||||||||||||||||||||||||||||||||
Revenues
Total revenues decreased $14.6 million, or 3%, from $473.5 million in the three months ended September 30, 2020 to $458.9 million in the three months ended September 30, 2021.
The decline in revenue was primarily associated with our Service Provider category. Overall, revenues for both periods were negatively impacted by distributor ordering patterns and our inability to fulfill demand due to the global component supply shortage and increasing logistics delays.
Revenues by Product Type
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Service Provider Technology | $ | 112,141 | 24 | % | $ | 157,461 | 33 | % | |||||||||||||||||||||||||||||||||||||||
| Enterprise technology | 346,773 | 76 | % | 316,072 | 67 | % | |||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 458,914 | 100 | % | $ | 473,533 | 100 | % | |||||||||||||||||||||||||||||||||||||||
Service Provider Technology revenue decreased $45.3 million, or 29%, from $157.5 million in the three months ended September 30, 2020 to $112.1 million in the three months ended September 30, 2021.
The decrease in Service Provider Technology revenue during the three months ended September 30, 2021 as compared to the same periods in the prior year, was primarily due to decreased revenue in all regions across all the platforms.
Enterprise Technology revenue increased $30.7 million, or 10%, from $316.1 million in the three months ended September 30, 2020 to $346.8 million in the three months ended September 30, 2021.
The increase in Enterprise Technology revenue during the three months ended September 30, 2021 as compared to the same period in the prior year, was primarily due to product expansion and further adoption of our UniFi technology platform across all regions.
Revenues by Geography
We have determined the geographical distribution of our product revenues based on our customers’ ship-to destinations. A majority
of our sales are to distributors who either sell to resellers or directly to end customers, who may be located in different countries
than the initial ship-to destination. The following are our revenues by geography for the three months ended September 30, 2021 and 2020 (in thousands, except percentages):
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| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
(in thousands, except percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
North America(1) | $ | 209,073 | 46 | % | $ | 220,880 | 47 | % | |||||||||||||||||||||||||||||||||||||||
| Europe, the Middle East and Africa ("EMEA") | 172,643 | 38 | % | 179,180 | 38 | % | |||||||||||||||||||||||||||||||||||||||||
| Asia Pacific | 42,939 | 9 | % | 41,945 | 9 | % | |||||||||||||||||||||||||||||||||||||||||
| South America | 34,259 | 7 | % | 31,528 | 7 | % | |||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 458,914 | 100 | % | $ | 473,533 | 100 | % | |||||||||||||||||||||||||||||||||||||||
(1) Revenue for the United States was $190.6 million and $209.8 million for the three months ended September 30, 2021 and 2020, respectively.
North America
Revenues in North America decreased $11.8 million, or 5%, from $220.9 million in the three months ended September 30, 2020 to $209.1 million in the three months ended September 30, 2021.
The decrease in North America revenues during the three months ended September 30, 2021 as compared to the same periods in the prior year, was primarily due to decreased revenue from our Service Provider Technology products offset, in part, by increased revenue from Enterprise Technology products.
Europe, the Middle East, and Africa (EMEA)
Revenues in EMEA decreased $6.5 million, or 4%, from $179.2 million in the three months ended September 30, 2020 to $172.6 million in the three months ended September 30, 2021.
The decrease in EMEA revenues during the three months ended September 30, 2021 as compared to the same periods in the prior year, was primarily due to decreased revenue from our Service Provider Technology products offset, in part, by increased revenue from Enterprise Technology products.
Asia Pacific
Revenues in the Asia Pacific region increased $1.0 million, or 2%, from $41.9 million in the three months ended September 30, 2020 to $42.9 million in the three months ended September 30, 2021.
The increase in Asia Pacific revenues during the three months ended September 30, 2021 as compared to the same periods in the prior year was primarily due to increased revenue from our Enterprise Technology products offset, in part, by a decreased revenue from Service Provider Technology products.
South America
Revenues in South America increased $2.7 million, or 9%, from $31.5 million in the three months ended September 30, 2020 to $34.3 million in the three months ended September 30, 2021.
The increase in South America revenues during the three months ended September 30, 2021 as compared to the same period in the prior year was primarily due to increased revenue from our Enterprise Technology products offset, in part, by a decreased revenue from Service Provider Technology products.
Cost of Revenues and Gross Profit
Cost of revenues increased $4.0 million, or 2%, from $245.4 million in the three months ended September 30, 2020 to $249.5 million in the three months ended September 30, 2021. The increase is primarily due to higher shipping costs, tariffs and component costs.
Gross profit margin decreased to 45.6% in the three months ended September 30, 2021 compared to 48.2% in the three months ended September 30, 2020, primarily driven by changes in product mix and higher shipping costs, tariffs and component costs. General transportation costs have increased dramatically and we continue to incur even higher cost to expedite shipments. The Company continues to absorb these costs and has not made any significant changes to its pricing.
Operating Expenses
Research and Development
Research and development (“R&D”) expenses increased $6.3 million, or 25%, from $25.8 million in the three months ended
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September 30, 2020 to $32.1 million in the three months ended September 30, 2021. As a percentage of revenues, R&D expenses increased from 5% for the three months ended September 30, 2020 to 7% for the three months ended September 30, 2021.
The increase in R&D expenses as compared to prior quarter and the comparable prior year period was primarily driven by higher employee related expenses, higher depreciation and amortization expense and higher professional and service related fees.
Sales, General and Administrative
Sales, general and administrative (“SG&A”) expenses increased $3.4 million, or 27%, from $12.4 million in the three months ended September 30, 2020 to $15.7 million in the three months ended September 30, 2021. As a percentage of revenues, SG&A expenses increased from 2.6% for the three months ended September 30, 2020 to 3.4% for the three months ended September 30, 2021. The increase in SG&A costs as compared to the comparable prior year period was primarily due to webstore related service fees, higher marketing and travel and entertainment expenses.
Provision for Income Taxes
Our provision for income taxes decreased $3.8 million, or 13%, from $29.5 million for the three months ended September 30, 2020 to $25.7 million for the three months ended September 30, 2021. Our effective tax rate increased to 16.3% for the three months ended September 30, 2021 as compared to 15.9% for the three months ended September 30, 2020.
The change in effective tax rates for the three months ended September 30, 2021 as compared to the same periods in the prior year was primarily driven by changes in the mix of the income earned in various tax jurisdictions.
Liquidity and Capital Resources
Sources and Uses of Cash
Our principal source of liquidity are cash and cash equivalents, cash generated by operations, the availability of additional funds under the Facilities and short-term and long-term investments. We had cash and cash equivalents of $265.9 million and $249.4 million as of September 30, 2021 and June 30, 2021, respectively.
Consolidated Cash Flow Data
The following table sets forth the major components of our consolidated statements of cash flows data for the periods presented:
| Three Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| (In thousands) | |||||||||||
| Net cash provided by operating activities | $ | 100,938 | $ | 116,961 | |||||||
| Net cash provided by (used in) investing activities | (2,990) | (4,911) | |||||||||
| Net cash (used in) financing activities | (81,436) | (126,240) | |||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 16,512 | $ | (14,190) | |||||||
Cash Flows from Operating Activities
Net cash provided by operating activities in the three months ended September 30, 2021 consisted primarily of net income of $132.2 million partially offset by changes in operating assets and liabilities that resulted in net cash outflows of $38.7 million. This net change consisted primarily of a $27.6 million increase in inventory, $20.3 million increase in vendor deposits, a $1.6 million increase in accounts receivable, a $14.3 million increase in net accounts payable and accrued liabilities, a $17.4 million increase in taxes payable due to the timing of federal tax payments and a $17.7 million increase in prepaid expense and other assets.
Net cash provided by operating activities in the three months ended September 30, 2020 consisted primarily of net income of $156.5 million, partially offset by changes in operating assets and liabilities that resulted in net cash outflows of $46.9 million. This net change consisted primarily of a $30.0 million decrease in inventory and $0.6 million decrease in vendor deposit, $25.9 million decrease in net accounts payable and accrued liabilities, a $53.9 million increase in accounts receivable due to overall higher revenue for the period, a $3.2 million increase in taxes payable due to the timing of federal tax payments and a $3.9 million increase in prepaid expense and other assets.
Cash Flows from Investing Activities
We used $3.0 million of cash in investing activities during the three months ended September 30, 2021. Our investing activities consisted primarily of $3.0 million of capital expenditures and $0.6 million purchase of investments, partially offset by maturities of investment securities of $0.6 million.
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We used $4.9 million of cash in investing activities during the three months ended September 30, 2020. Our investing activities consisted of $2.8 million of capital expenditures, $2.5 million loan advanced to a third party, partially offset by maturities of investment securities of $0.4 million.
Cash Flows from Financing Activities
The Company used $81.4 million of cash in financing activities during the three months ended September 30, 2021. During the three months ended September 30, 2021, we used $6.3 million of funds for repayments under the Company's credit facilities, $36.8 million related to the repurchase of our common stock and $37.5 million related to dividends paid on our common stock.
We used $126.2 million of cash in financing activities during the three months ended September 30, 2020. During the three months ended September 30, 2020, we had financing outflows of $83.9 million related to the repurchase of our common stock, $25.5 million related to dividends paid on our common stock and $16.3 million of repayments under the Company’s credit facilities.
Liquidity
We believe our existing cash and cash equivalents, cash provided by operations and the availability of additional funds, under our Facilities will be sufficient to meet our working capital, future stock repurchases, dividends, and capital expenditure needs for the next twelve months. However, this estimate is based on a number of assumptions that may prove to be wrong and we could exhaust our available cash and cash equivalents earlier than presently anticipated or need to rely more heavily on our Facilities or other sources of liquidity to continue to meet our needs. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support development efforts, the timing of new product introductions, market acceptance of our products, the availability of additional funds under our Facilities and overall economic conditions. The COVID-19 pandemic and resulting global disruptions have caused significant volatility in financial markets and the domestic and global economy. This disruption can contribute to potential payment delays or defaults in our accounts receivable, affect asset valuations resulting in impairment charges, and affect the availability of financing credit as well as other segments of the credit markets. For a further discussion of the uncertainties and business risks associated with the COVID-19 pandemic, refer to “Part II-Item 1A. Risk Factors – Risks Related to Our Business and Industry - Our contract manufacturers, logistics centers and certain administrative and research and development operations, as well as our customers and suppliers, are located in areas likely to be subject to natural disasters and public health problems, which could adversely affect our business, results of operations and financial condition” for additional information. We expect to continue to maintain financing flexibility in the current market conditions. However, due to the rapidly evolving global situation, it is not possible to predict whether unanticipated consequences of the pandemic are reasonably likely to materially affect our liquidity and capital resources in the future.
Warranties and Indemnifications
Our products are generally accompanied by a twelve to twenty-four month warranty from date of purchase, which covers both parts and labor. Generally, the distributor is responsible for the freight costs associated with warranty returns, and we absorb the freight costs of replacing items under warranty. In accordance with the Financial Accounting Standards Board’s (“FASB’s”), Accounting Standards Codification (“ASC”), 450-20, Loss Contingencies, we record an accrual when we believe it is reasonably estimable and probable based upon historical experience. We record a provision for estimated future warranty work in cost of goods sold upon recognition of revenues, and we review the resulting accrual regularly and periodically adjust it to reflect changes in warranty estimates.
We have entered and may in the future enter into standard indemnification agreements with certain distributors as well as other business partners in the ordinary course of business. These agreements may include provisions for indemnifying the distributor, OEM or other business partner against any claim brought by a third-party to the extent any such claim alleges that a Ubiquiti product infringes a patent, copyright or trademark or violates any other proprietary rights of that third-party. The maximum amount of potential future indemnification is unlimited. The maximum potential amount of future payments we could be required to make under these indemnification agreements is not estimable.
We have agreed to indemnify our directors, officers and certain other employees for certain events or occurrences, subject to certain limits, while such persons are or were serving at our request in such capacity. We may terminate the indemnification agreements with these persons upon the termination of their services with us, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited. We have a Directors and Officers insurance policy that limits our potential exposure for our indemnification obligations to our directors, officers and certain other employees. We believe the fair value of these indemnification agreements is minimal. We have not recorded any liabilities for these agreements as of September 30, 2021.
Based upon our historical experience and information known as of the date of this report, we do not believe it is likely that we have a material liability for the above indemnities as of September 30, 2021.
Contractual Obligations and Off-Balance Sheet Arrangements
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Our contractual obligations represent material expected or contractually committed future payment obligations. We believe that we will be able to fund these obligations through our existing cash and cash equivalents, cash generated from operations and the availability of additional funds under the Facilities.
Purchase Obligations
We subcontract with third parties to manufacture our products and have purchase commitments with key component suppliers. During the normal course of business, our contract manufacturers procure components and manufacture products based upon orders placed by us. If we cancel all or part of the orders, we may still be liable to the contract manufacturers for the cost of the components purchased by the subcontractors to manufacture our products. We periodically review the potential liability, and as of September 30, 2021, we have recorded a purchase obligation liability of $7.8 million related to component purchase commitments. There have been no other significant liabilities for cancellations recorded as of September 30, 2021. Our consolidated financial position and results of operations could be negatively impacted if we were required to compensate the contract manufacturers for any unrecorded liabilities incurred. We may be subject to additional purchase obligations for supply agreements and components ordered by our contract manufacturers based on manufacturing forecasts we provide them each month. We estimate the amount of these additional purchase obligations to range from $176.9 million to $919.4 million as of September 30, 2021, depending upon the timing of orders placed for these components by our contract manufacturers.
Transition Tax
The Company also had obligations of $76.4 million as of September 30, 2021, related to transition tax., which represent future cash tax payments associated with the one-time U.S. transition tax on accumulated earnings of foreign subsidiaries as a result of the Tax Cuts and Jobs Act (“the Tax Act”). These obligations are included within Income taxes payable and Long-term taxes payable on our Consolidated Balance Sheets.
Other Obligations
The Company had other obligations of $2.7 million as of September 30, 2021, which consisted primarily of commitments related to raw materials and research and development projects.
Unrecognized Tax Benefits
As of September 30, 2021, we had $33.3 million and an additional $3.8 million for accrued interest, classified as non-current liabilities. At this time, we are unable to make a reasonably reliable estimate of timing of payments in individual years in connection with these tax liabilities; therefore, such amounts are not included in the above contractual obligation table.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, refer to Note 2 to the Consolidated Financial Statements.
Note About Forward-Looking Statements
When used in this Report, the words “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and negatives of those terms are intended to identify forward-looking statements. These are statements that relate to future periods and include statements about our future results, sources of revenue, our dividend, our continued growth, our gross margins, market trends, our product development, our introduction of new products, technological developments, the features, benefits and performance of our current and future products, the ability of our products to address a variety of markets, the anticipated growth of demand for connectivity worldwide, our growth strategies, future price reductions, our competitive status, our dependence on our senior management and our ability to attract and retain key personnel, dependency on and concentration of our distributors, our employee relations, current and potential litigation, current or potential indemnification liabilities, the effects of government regulations, the impact of tariffs, the expected impact of taxes on our liquidity and results of operations, our compliance with laws and regulations, our expected future operating costs and expenses and expenditure levels for research and development, selling, general and administrative expenses, fluctuations in operating results, fluctuations in our stock price, our payment of dividends, our future liquidity and cash needs, and the adequacy of and our reliance on our source of liquidity to meet such needs, our Facilities, future acquisitions of and investments in complimentary businesses and the expected impact of various accounting policies and rules adopted by the Financial Accounting Standards Board and the impact of COVID-19 pandemic on our business. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, the impact of U.S. tariffs on results of operations, our ability to manage our growth, our ability to sustain or increase profitability, demand for our products, our ability to compete, our ability to rapidly develop new technology and introduce new products, our ability to safeguard our intellectual property, trends in the networking industry and fluctuations in general economic conditions, the impact of COVID-19 pandemic on our business, results and liquidity, volatility in our short-term investments, and the risks set forth throughout this Report, including under Part II: “Other Information”, Item 1, “Legal Proceedings” and under Item 1A, “Risk Factors.” These forward-looking statements speak only as of the date hereof. Except as required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity
We had cash and cash equivalents of $265.9 million and $249.4 million as of September 30, 2021 and June 30, 2021, respectively. Cash and cash equivalents include securities that have a maturity of three months or less at the date of purchase. These amounts were held primarily in cash deposit accounts in U.S. dollars. The fair value of our cash and cash equivalents would not be significantly affected by either a 10% increase or decrease in interest rates due mainly to the short-term nature of these instruments.
Debt
We are exposed to interest rates risks primarily through borrowing under our credit facility. Interest on our borrowings is based on variable rates. Based on a sensitivity analysis, as of September 30, 2021, an instantaneous and sustained 200-basis-point increase in interest rates affecting our floating rate debt obligations, and assuming that we take no counteractive measures, would result in an incremental charge to our income before income taxes of approximately $9.9 million over the next twelve months.
Foreign Currency Risk
The vast majority of our sales are denominated in U.S. dollars, and therefore, our revenues are not directly subject to foreign currency risk. Certain of our operating expenses are denominated in the currencies of the countries in which our operations are located, and may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Chinese Yuan, Euro, and Taiwan Dollar. A 10% appreciation or depreciation in the value of the U.S. dollar relative to the other currencies in which our expenses are denominated would result in a charge or benefit to our income before income taxes of approximately $2.6 million.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, with the participation of the Company’s Chief Executive Officer and Chief Accounting and Finance Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2021. The term “disclosure controls and
procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.
Based on the evaluation of our disclosure controls and procedures as of September 30, 2021, our Chief Executive Officer and Chief Accounting and Finance Officer concluded that, as of such date, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2021, that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
Please see Part I, Item 1, Note 10 of the notes to consolidated financial statements for a discussion of our legal proceedings.
Item 1A. Risk Factors
This Report contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties include, but are not limited to, the risk factors set forth below. These
risks and uncertainties are not the only ones we face. If any event related to these known or unknown risks or uncertainties actually
occurs, our business prospects, operating results, and financial condition could be materially adversely affected
Risk Factors Summary
•our limited ability to forecast our results of operations and sales;
•volatility and competition in the markets we serve or our inability to compete effectively with our competitors;
•our reliance on a limited number of distributors for our products and the inability of our distributors to manage inventory of our products effectively, timely sell our products or estimate future demand for our products;
•our inventory decisions, including, without limitation, for new product introductions, are based on assumptions and forecasts, which, if inaccurate, may result in write-downs of inventory or components;
•our inability to keep pace with rapid technological and market changes or to maintain competitive prices for products;
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•the technological complexity of our products, which may contain undetected hardware defects or software bugs;
•our inability to anticipate or mitigate cyberattacks, security vulnerabilities or other fraudulent or illegal activity;
•our inability to manage our growth and expand our operations;
•our inability to maintain or enhance the strength of our brand;
•our reliance on a limited number of contract manufacturers to manufacture our products, and potential quality or product supply problems for our products if we are unable to secure sufficient components for our products or there is a shortage of manufacturing capacity;
•our reliance on a limited number of suppliers and our inability to predict shortages in components, such as the global shortage in chipsets, or other supply disruptions, including, without limitations, as a result of COVID-19, or to identify or qualify alternative suppliers;
•disruption to the manufacturing or shipping of our products due to natural disasters, labor shortages or operational reductions from outbreaks of diseases or other public health events, including, without limitation, COVID-19, or similar disruptions in the countries or regions in which our contract manufacturers or logistics contractors are located;
•a global economic downturn;
•lower than expected returns from our investments in growth areas or our enterprise and service provider technologies;
•the ineffective management of product introductions, product transitions and marketing or our inability to remain competitive and stimulate customer demand for our products;
•our inability to anticipate consumer preferences and develop desirable consumer products and solutions, or to execute our strategy for our consumer products or develop our sales channels;
•general credit, liquidity, market, and interest rate risks to our investment securities;
•exposure to increased economic and operational uncertainties from our international operations, including, without limitation, as a result of foreign policy and geopolitical developments, particularly those involving China, varying legal and regulatory regimes and the effects of foreign currency exchange rates;
•the failure of our foreign warehouse and logistics providers to safeguard, manage and properly report our inventory;
•exposure to increased operational risks and liability to the extent we develop our own foreign manufacturing capacity;
•our inability to manage geographically dispersed research and development teams;
•our limited ability to obtain and enforce our intellectual property rights, particularly in China and South America;
•the misappropriation of our intellectual property and trade secrets by our contract manufacturers or others to manufacture competitive products or counterfeit products;
•our exposure to extensive intellectual property litigation;
•the risks of using open source software in our products;
•our debt levels and the impact our debt levels may have on our ability to raise capital or otherwise finance our business;
•the risks of expanding our product offerings or our operations or increases in our operating expenses;
•exposure to increased operational risks associated with our investments in new businesses, products, services, technologies, joint ventures and other strategic transactions;
•our reliance on third-party software and services for certain aspects of our operations, including, without limitation, our financial reporting functions;
•our inability to integrate future acquisitions;
•changes in LIBOR reporting practices and the index used to replace LIBOR;
•our reliance on our founder and chief executive officer, who owns a majority of our common stock;
•volatility in the price of our common stock due to volatility in our results of operations or our failure to pay cash dividends or to repurchase shares of our common stock pursuant to our repurchase programs;
•the reliance of our products on unlicensed radio frequency spectrum, and the increasing reliance of consumer and other products on the same spectrum or from the introduction of regulation of such spectrum;
•potential liability under trade protection, anti-corruption, and other laws resulting from our global operations;
•changes in laws and regulations relating to the handling of personal data;
•the adverse impact from litigation matters;
•the adverse impact to our results of operations from successful warranty claims, product losses or recalls;
•indemnification claims against us for intellectual property infringement, defective products, and security vulnerabilities;
•our inability to maintain an effective system of internal controls; and
•changes in tax laws and regulations or reviews or audits of our tax returns.
Risks Related to Our Business and Industry
We have limited visibility into future sales, which makes it difficult to forecast our future results of operations.
Because of our limited visibility into end customer demand and channel inventory levels, our ability to accurately forecast our future
sales is limited. We sell our products and solutions globally to network operators, service providers and consumers, primarily
through our network of distributors and resellers. We do not employ a traditional direct sales force. Sales to our distributors have
accounted for the majority of our revenues. Our distributors do not make long term purchase commitments to us, and do not
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typically provide us with information about market demand for our products. We endeavor to obtain information on inventory levels
and sales data from our distributors. This information has been generally difficult to obtain in a timely manner, and we cannot
always be certain that the information is reliable. If we over forecast demand, we may not be able to decrease our expenses in time
to offset any shortfall in revenues, which could harm our ability to achieve or sustain expected results of operations. If we under
forecast demand, our ability to fulfill sales orders will be compromised and sales to distributors may be deferred or lost altogether,
which would reduce our revenues and could harm our ability to achieve or sustain expected results of operations.
The markets we serve can be especially volatile, and weakness in orders could harm our future results of operations.
Weakness in orders, directly or indirectly, from the markets we serve, including as a result of any slowdown in capital expenditures
by the markets we service (which may be more prevalent during a global economic downturn, or periods of economic, political or
regulatory uncertainty), could have a material adverse effect on our business, results of operations, liquidity and financial condition.
Such slowdowns may continue or recur in future periods. Orders from the markets we serve could decline for many reasons other
than the competitiveness of our products and services within their respective markets. These conditions have harmed our business
and results of operations in the past, and some of these or other conditions in the markets we serve could affect our business and
results of operations, liquidity or financial condition in any future period of such slowdowns.
We are subject to risks associated with our distributors’ inventory management practices.
Our distributors purchase and maintain their own inventories of our products, and we do not control their inventory management. Distributors may manage their inventories in a manner that causes significant fluctuations in their purchases from quarter to quarter, and which may not be in alignment with the actual demand of end customers for our products. If some distributors decide to purchase more of our products than are required to satisfy their customers’ demand in any particular quarter, because they do not accurately forecast demand or otherwise, they may reduce future orders until their inventory levels realign with their customers’ demand. If some distributors decide to purchase less of our products than are required to satisfy their customers’ demand in any particular quarter, because they do not accurately forecast demand or otherwise, sales of our products may be deferred or lost altogether, which could materially adversely affect our results of operations.
If our forecasts of future sales are inaccurate, we may manufacture too many or not enough products.
We may over or under forecast our customers’ actual demand for our products or the actual mix of our products that they will
ultimately demand. If we over-forecast demand, we may build excess inventory which could materially adversely affect our
operating results. If we under-forecast demand, we may miss opportunities for sales and may impair our customer relationships,
which could materially adversely affect our results of operations.
The lead times that we face for the procurement of components and subsequent manufacturing of our products are usually much
longer than the lead time from our customers’ orders to the expected delivery date. This increases the risk that we may manufacture
too many or not enough products in any given period. This risk may be further exacerbated by supply chain constraints on the global supply of components, particularly the chipsets, that we use to manufacture our products, as well as longer shipping lead times and delays.
We may need to build inventory for new product announcements and shipments or decide to increase or maintain higher levels of inventory, which may result in inventory write-downs.
The Company must order components for its products and build inventory, both of finished products and components, in advance of
new product announcements and shipments. Decisions to build inventory for new products or to increase or maintain higher
inventory levels are typically based upon uncertain forecasts or other assumptions and may expose us to a greater risk of carrying
excess or obsolete inventory. Because the markets in which the Company compete are volatile, competitive and subject to rapid
technology and price changes, if the assumptions on which we base these decisions turn out to be incorrect, our financial
performance could suffer and we could be required to write-off the value of excess products or components inventory or not fully
utilize firm purchase commitments
We rely on a limited number of distributors, and changes in our relationships with our distributors or changes within our distributors may disrupt our sales.
Although we have a large number of distributors in numerous countries who sell our products, a limited number of these distributors
represent a significant portion of our sales. One or more of our major distributors may suffer from a decline in their financial
condition, decrease in demand from their customers, or a decline in other aspects of their business which could impair their ability to
purchase and resell our products. Any distributor may also cease doing business with us at any time with little or no notice. The
termination of a relationship with a major distributor, either by us or by the distributor, could result in a temporary or permanent loss
of revenues, slower or impaired collection on accounts receivable and costly and time-consuming litigation or arbitration. We may
not be successful in finding other suitable distributors on satisfactory terms, or at all, and this could adversely affect our ability to
sell in certain geographic markets or to certain network operators and service providers. We do not generally obtain letters of credit
or other security for payment from the distributors, so we are not protected against accounts receivable default by the distributors.
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We may not be able to enhance our products to keep pace with technological and market developments while offering competitive prices.
The market for our wireless broadband networking equipment is emerging and is characterized by rapid technological change,
evolving industry standards, frequent new product introductions and short product life cycles. The markets for enterprise networking
equipment and consumer products possess similar characteristics of rapid technological updates, evolving industry standards,
frequent changes in consumer preferences, frequent new product introductions and short and unpredictable product life cycles. Our
ability to keep pace in these markets depends upon our ability to enhance our current products, and continue to develop and
introduce new products rapidly and at competitive prices. The success of new product introductions or updates on existing products
depends on a number of factors including, but not limited to, timely and successful product development, market acceptance, our
ability to manage the risks associated with new product production ramp-up, the effective management of our inventory and
manufacturing schedule and the risk that new products may have defects or other deficiencies in the early stages of introduction.
The development of our products is complex and costly, and we typically have several products in development at the same time.
Given the complexity, we occasionally have experienced, and could experience in the future, lower than expected yields on new or
enhanced products and delays in completing the development and introduction of new products and enhancements to existing
products. In addition, new products may have lower selling prices or higher costs than existing products, which could negatively
impact our results of operations. Our ability to compete successfully will depend in large measure on our ability to maintain a
technically skilled development and engineering staff, to successfully innovate, and to adapt to technological changes and advances
in the industry. Development and delivery schedules for our products are difficult to predict. We may fail to introduce new products
or enhancements to existing products in a timely fashion. If new releases of our products are delayed, our distributors may curtail
their efforts to market and promote our products and our users may switch to competing products.
The markets in which we compete are highly competitive.
The networking, enterprise WLAN, routing, switching, video surveillance, wireless backhaul, machine-to-machine communications
and consumer markets in which we primarily compete are highly competitive and are influenced by competitive factors including:
• our ability to rapidly develop and introduce new high-performance integrated solutions;
• the price and total cost of ownership and return on investment associated with the solutions;
• the simplicity of deployment and use of the solutions;
• the reliability and scalability of the solutions;
• the market awareness of a particular brand;
• our ability to provide secure access to wireless networks;
• our ability to offer a suite of products and solutions;
• our ability to allow centralized management of the solutions; and
• our ability to provide product support.
New entrants seeking to gain market share by introducing new technology and new products may also make it more difficult for us
to sell our products, and could create increased pricing pressure. In addition, broadband equipment providers or system integrators
may also offer wireless broadband infrastructure equipment for free or as part of a bundled offering, which could force us to reduce
our prices or change our selling model to remain competitive.
If there is a shift in the market such that network operators and service providers begin to use closed network solutions that only
operate with other equipment from the same vendor, we could experience a significant decline in sales because our products would
not be interoperable.
We expect competition to continuously intensify as other established and new companies introduce new products in the same
markets that we serve or intend to enter, as these markets consolidate. Our business, results of operations, liquidity and financial
condition will suffer if we do not maintain our competitiveness.
A number of our current or potential competitors have longer operating histories, greater brand recognition, larger customer bases and significantly greater resources than we do.
As we move into new markets for different types of products, our brand may not be as well-known as the incumbents’ brands in those markets. Potential customers may prefer to purchase from their existing suppliers or well-known brands rather than a new supplier, regardless of product performance or features. We expect increased competition from other established and emerging companies if our market continues to develop and expand. As we enter new markets, we expect to face competition from incumbent and new market participants and there is no assurance that our entry into new markets will be successful.
Many of these companies have significantly greater financial, technical, marketing, distribution and other resources than we do and are better positioned to acquire and offer complementary products and technologies.
Industry consolidation, acquisitions and other arrangements among competitors may adversely affect our competitiveness because it may be more difficult to compete with entities that have access to their combined resources. As a result of such consolidation,
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acquisition or other arrangements, our current and potential competitors might be able to adapt more quickly to new technologies and consumer preference, devote greater resources to the marketing and promotion of their products, initiate or withstand price competition, and take advantage of acquisitions or other opportunities more readily and develop and expand their products more quickly than we do. These combinations may also affect customers’ perceptions regarding the viability of companies of our size and, consequently, affect their willingness to purchase our products.
The complexity of our products could result in unforeseen delays or expenses caused by undetected defects or bugs.
Our products may contain defects and bugs when they are introduced, or as new versions are released. We have focused, and intend
to focus in the future, on getting our new products to market quickly. Due to our rapid product introductions, defects and bugs that
may be contained in our products may not yet have manifested. We have in the past experienced, and may in the future experience,
defects and bugs. If any of our products contain material defects or bugs, or has reliability, quality or compatibility problems, we
may not be able to correct these problems promptly or successfully. The existence of defects or bugs in our products may damage
our reputation and disrupt our sales. If any of these problems are not found until after we have commenced commercial production
and distribution of a new product, we may be required to incur additional development costs, repair or replacement costs, and other
costs relating to regulatory proceedings, product recalls and litigation, which could harm our reputation and results of operations.
Undetected defects or bugs may lead to negative online Internet reviews of our products, which are increasingly becoming a
significant factor in the success of our new product launches, especially for our consumer products. If we are unable to quickly
respond to negative reviews, including end user reviews posted on various prominent online retailers, our ability to sell these
products will be harmed. Moreover, we may offer stock rotation rights to our distributors. If we experience greater returns from
retailers or end customers, or greater warranty claims, in excess of our reserves, our business, revenue and results of operations
could be harmed.
Security vulnerabilities in our products, services and systems, or in our distribution channel, could lead to reduced revenues and
claims against us.
The quality and performance of some of our products and services may depend upon their ability to withstand cyber-attacks. Third
parties may develop and deploy viruses, worms and other malicious software programs, some of which may be designed to attack
our products, systems, or networks. Some of our products and services also involve the storage and transmission of users’ and
customers’ proprietary information which may be the target of cyber-attacks. Hardware and software that we produce or procure from third parties also may contain defects in manufacture or design, including bugs and other problems, which could compromise
their ability to withstand cyber-attacks.
Additionally, our sales to customers through our webstores have increased, which may expose us to liabilities associated with the
online collection of customer data, including credit card information, and the costs we may incur to mitigate such risks. Our sales to
customers through our webstores require the transmission of confidential information, including credit card information, securely
over public networks. Third parties may have the technology or knowledge to breach the security of customer transaction data.
Although we have security measures related to our systems and the privacy of our customers, we cannot guarantee these measures
will effectively prevent others from obtaining unauthorized access to our information and our customers’ information. Any person
who circumvents our security measures could destroy or steal valuable information and/or disrupt our operations. Any security
breach could also expose us to risks of data loss, litigation and liability, and could seriously disrupt operations and harm our
reputation, any of which could adversely affect our financial condition and results of operations. In addition, state and federal laws
and regulations are increasingly enacted to protect consumers against identity theft. These laws and regulations will likely increase
the costs of doing business and if we fail to implement appropriate security measures, or to detect and provide prompt notice of
unauthorized access as required by some of these laws and regulations, we could be subject to potential claims for damages and
other remedies, which could adversely affect our business and results of operations. For additional information regarding the impact
of privacy regulations applicable to our business, see “—Risks Related to Regulatory, Legal and Tax Matters — Our failure to
comply with U.S. and foreign laws related to privacy, data security, cybersecurity and data protection, such as the E.U. Data
Protection Directive and China Cybersecurity Law, could adversely affect our financial condition, results of operations, and our
brand.”
We and certain of our vendors have experienced cyber-attacks in the past, and may experience cyber-attacks in the future. As a
result, unauthorized parties have obtained, and may in the future obtain, access to our systems and data and may have obtained, and
may in the future obtain, our users’ or customers’ data. Our security measures have in the past, and may in the future, be breached
due to employee error, malfeasance, or otherwise. Third parties may also attempt to induce employees, users, or customers or those
of our vendors to disclose sensitive information in order to gain access to our data or our users’ or customers’ data. Any such breach
or unauthorized access could result in significant legal and financial exposure, costly and time-intensive notice requirements or other
remediation efforts, damage to our reputation, and a loss of confidence in the security of our products and services. Because the
techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, and often are not
recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative
measures.
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For example, in January 2021, we became aware that certain of our information technology systems hosted by a third party cloud
provider were improperly accessed and certain of our source code and the credentials used to access the information technology
systems themselves had been compromised. We received a threat to publicly release these materials unless we made a payment,
which we have not done. As a result, it is possible that the source code and other information could be publicly disclosed or made
available to our competitors. Due to the nature of the source code and the other information that we believe was improperly
accessed, we at this time do not believe that any public disclosure will have a material adverse effect on our business or operations,
but it is impossible to gauge the precise impact of any such disclosure. We have taken, and will continue to take, steps to remediate
access controls to our information technology systems.
The costs to us to eliminate or alleviate security vulnerabilities can be significant, and our efforts to address these problems may not
be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers that may
impede our sales, manufacturing, distribution or other critical functions, as well as potential liability to the company. The risk that
these types of events could seriously harm our business is likely to increase as we expand the web-based products and services that
we offer.
We may be unable to anticipate or fail to adequately mitigate against increasingly sophisticated methods to engage in illegal or
fraudulent activities against us.
Despite any defensive measures we take to manage threats to our business, our risk and exposure to these matters remain heightened
because of, among other things, the evolving nature of such threats in light of advances in computer capabilities, new discoveries in
the field of cryptography, new and sophisticated methods used by criminals including phishing, social engineering or other illicit
acts, the increasing use of our webstores by customers, or other events or developments that we may be unable to anticipate or fail to
adequately mitigate. In June 2015, we determined that we were the victim of criminal fraud known to law enforcement authorities as
business e-mail compromise fraud which involved employee impersonation and fraudulent requests targeting our finance
department. The fraud resulted in transfers of funds aggregating $46.7 million held by a Company subsidiary incorporated in Hong
Kong to other overseas accounts held by third parties. To date, the Company has recovered $18.6 million. The Company recovered
$8.1 million in fiscal 2015, resulting in a charge of $39.1 million in the fourth quarter of fiscal 2015, including additional expenses
consisting of professional service fees associated with the fraud loss. In fiscal 2016, the Company recorded a net recovery of an
additional $8.3 million, comprised of an $8.6 million recovery less $0.3 million of professional service fees associated with the
recovery. In March 2021, the Company recorded a recovery of an additional $1.9 million. No additional recoveries were made since
March 31, 2021.
The Company is continuing to pursue the recovery of the remaining $28.1 million and is cooperating with numerous overseas law
enforcement authorities who are actively pursuing a multi-agency criminal investigation. However, any additional recoveries are
likely remote and therefore cannot be assured.
While we do not expect the fraud to have a material impact on our business, we have borne, and will continue to bear additional
expenses in connection with the remediation and investigation of the fraud.
Any future illegal acts such as phishing, social engineering or other fraudulent conduct that go undetected may have significant
negative impacts on our reputation, operating results and stock price.
Our business and prospects depend on the strength of our brand.
Maintaining and enhancing our brand is critical to expanding our base of distributors and end customers. Maintaining and enhancing
our brand will depend largely on our ability to continue to develop and provide products and solutions that address the price-performance characteristics sought by end customers and the users of our products and services, particularly in developing markets
which comprise a significant part of our business. If we fail to promote, maintain and protect our brand successfully, our ability to
sustain and expand our business and enter new markets will suffer.
We may fail to effectively manage the challenges associated with our growth.
Over the past several years we have expanded, and continue to expand, our product offerings, the number of customers we sell to,
our transaction volumes, the number and type of our facilities, and the number of contract manufacturers that we utilize to produce
our products. Failure to effectively manage the increased complexity associated with this expansion, particularly in light of our lean
management structure, would make it difficult to conduct our business, fulfill customer orders, and pursue our strategies. We may
also need to increase costs to add personnel, upgrade or replace our existing reporting systems, as well as improve our business
processes and controls as a result of these changes. If we fail to effectively manage any of these challenges, we could suffer
inefficiencies, errors and disruptions in our business, which in turn would adversely affect our results of operations.
We rely on a limited number of contract manufacturers to produce our products. Shortages of components or manufacturing
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capacity could increase our costs or delay our ability to fulfill future orders and could have a material adverse impact on our
business and results of operations.
We retain contract manufacturers, located primarily in China and Vietnam, to manufacture our products. Any significant change in
our relationship with these manufacturers could have a material adverse effect on our business, results of operations and financial
condition. Our reliance on contract manufacturers for manufacturing our products can present significant risks to us because, among
other things, we do not have direct control over their activities. If we fail to manage our relationship with our manufacturers
effectively, or if they experience operational difficulties, our ability to ship products to our retailers and distributors could be
impaired and our competitive position and reputation could be harmed.
We significantly depend upon our contract manufacturers to:
• assure the quality of our products;
• manage capacity during periods of volatile demand;
• qualify appropriate component suppliers;
• ensure adequate supplies of components and materials;
• deliver finished products at agreed upon prices and schedules; and
• safeguard materials and finished goods.
The ability and willingness of our contract manufacturers to perform is largely outside our control.
Additionally, from time to time, unexpected events, such as the COVID-19 pandemic, have had, and may continue to have in the
future, adverse effects on the ability of our contract manufacturers to fulfill their obligations to us due to, among other things, work
stoppages or slowdowns due to facility closures or other social distancing mitigation efforts, and, more recently, the inability of our
contract manufacturers to procure adequate supplies of the components to manufacture our products, particularly chipsets. A
shortage of adequate component supply or manufacturing capacity could increase our costs by requiring us to use alternative
contract manufacturers or component suppliers, which may not be available to us on acceptable terms, if at all. Moreover,
our use of chipsets from different or multiple sources may require us to significantly modify our designs and manufacturing
processes to accommodate these different chipsets, which would also increase our manufacturing costs and could delay our ability to
manufacture products and result in decreased sales of our products. These increases in manufacturing costs or delays in
manufacturing could have a material adverse impact on our business and results of operations. For additional discussion of the risks
associated with supply chain issues or supplies of components, including chipsets, see the risk factor below captioned “We rely
upon a limited number of suppliers. If these sources fail to satisfy our supply requirements or we are unable to manage our supply
requirements through other sources, could disrupt our business or have a material adverse effect on our results of operations and
financial condition.”
In the event that we receive shipments of products that fail to comply with our technical specifications or that fail to conform to our
quality control standards, and we are not able to obtain replacement products in a timely manner, we risk revenue losses from the
inability to sell those products, increased administrative and shipping costs, and lower profitability. Additionally, if defects are not
discovered until after distributors and/or end users purchase our products, they could lose confidence in the technical attributes of
our products and our business and results of operations could be harmed.
We do not control our contract manufacturers or suppliers, including their labor, environmental or other practices. Environmental
regulations or changes in the supply, demand or available sources of natural resources may affect the availability and cost of goods
and services necessary to run our business. Non-compliance or deliberate violations of labor, environmental or other laws by our
contract manufacturer or suppliers, or a failure of these parties to follow ethical business practices, could lead to negative publicity
and harm our reputation or brand.
We believe that our orders may not represent a material portion of our contract manufacturers’ total orders and, as a result, fulfilling
our orders may not be a priority in the event our contract manufacturers are constrained in their capacity. If any of our contract
manufacturers experiences problems in its manufacturing operations, or if we have to change or add additional contract
manufacturers, our ability to ship products to our customers would be impaired.
Additionally, any or all of the following could either limit supply or increase costs, directly or indirectly, to us or our contract
manufacturers:
• labor strikes or shortages; including shortages in labor as a result of, or to mitigate, the spread of COVID-19;
• financial problems of either contract manufacturers or component suppliers;
• reservation of manufacturing capacity at our contract manufactures by other companies, inside or outside of our industry;
• changes or uncertainty in tariffs, economic sanctions, and other trade barriers; and
• industry consolidation occurring within one or more component supplier markets, such as the semiconductor market.
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We rely upon a limited number of suppliers. If these sources fail to satisfy our supply requirements or we are unable to manage
our supply requirements through other sources, it could disrupt our business or have a material adverse effect on our results of
operations and financial condition.
We use components that are subject to price fluctuations, shortages or interruptions of supply, including chipsets that have been
subject to ongoing significant shortages. The cost, quality and availability of these components are essential to the production and
sale of all of our products and disruptions in our supply of these components could delay or disrupt the supply of our products and
affect our business, results of operations and financial condition. In fiscal 2021, we experienced reduced availability of components
used to manufacture our products, especially the chipsets, which has impacted, and we expect will continue to impact our ability and
costs to manufacture our products. These supply shortages have resulted in increased component delivery lead times and increased
costs to obtain components, particularly chipsets, and resulted in delays in product production. We do not stockpile sufficient
components, particularly the chipsets, to cover the time it would take to re-engineer our products to replace the components used to
manufacture or products. While we are continuing to work closely with our suppliers and contract manufacturers to minimize the
potential adverse impacts of the supply shortage, there are many companies seeking to purchase the limited supply of chipsets and
other components, many of which have greater resources and larger market share than we have, which may limit the effectiveness of
our efforts. We expect that shortages of chipsets and other components will continue and may have an adverse impact on our ability
to manufacture our products and meet demand for our products. Should the shortage of chipsets and other components used to
manufacture our products continue, there is no assurance that we will be able to obtain sufficient chipsets or other components on
acceptable terms, if at all, which could delay or disrupt the supply of our products and affect our business, results of operations and
financial condition.
We purchase components, directly or through our contract manufacturers, from third parties that are necessary for the manufacture
of our products. Shortages in the supply of components or other supply disruptions, including, without limitations, due to increasing
demand for electronics and reductions in supply as a result of COVID-19, may not be predicted in time to design-in different
components or qualify other suppliers. Shortages or supply disruptions may also increase the prices of components due to market
conditions. While many components are generally available from a variety of sources, we and our contract manufacturers currently
depend on a single or limited number of suppliers for several components for our products. For example, we currently rely upon
some chipset suppliers, such as Qualcomm Atheros and Broadcom, as single-source suppliers of certain components for some of our
products, and a disruption in the supply of those components would significantly disrupt our business.
We and our contract manufacturers generally rely on short-term purchase orders rather than long-term contracts with the suppliers
of components for our products, particularly chipsets. As a result, even if the components for our products (including chipsets) are
available, we and our contract manufacturers may not be able to procure sufficient components at reasonable prices to build our
products in a timely manner. Further, in order to minimize their inventory risk, our manufacturers might not order components from
third-party suppliers with adequate lead time, thereby impacting our ability to meet our demand forecast. We may, therefore, be
unable to meet customer demand for our products, which would have a material adverse effect on our business, results of operations
and financial condition.
Our products, especially new products, sometimes utilize custom components available from only one or limited number of sources.
When a component or product uses new technologies, capacity constraints may exist until the suppliers’ yields have matured or
manufacturing capacity has increased. Many factors may affect the continued availability of these components at acceptable prices,
including if those suppliers decide to concentrate on the production of common components instead of components customized to
meet our requirements. There is no assurance that the supply of such components will not be delayed or constrained.
Our contract manufacturers, logistics centers and certain administrative and research and development operations, as well as
our customers and suppliers, are located in areas likely to be subject to natural disasters and public health problems, which
could adversely affect our business, results of operations and financial condition.
The manufacturing or shipping of our products at one or more facilities may be disrupted because our manufacturing and logistics
contractors are primarily located in southern China. Our principal executive offices are located in New York, New York. The risks
of earthquakes, extreme storms and other natural disasters in these geographic areas are significant. Any disruption resulting from
these events could cause significant delays in product development or shipments of our products until we are able to shift our
development, manufacturing or logistics centers from the affected contractor to another vendor, or shift the affected administrative
or research and development activities to another location. Our business may be materially adversely affected by public health
problems, particularly in China. For example, in the last decade, China has suffered health crises related to the outbreak of avian
influenza, severe acute respiratory syndrome and COVID-19. The COVID-19 pandemic and resulting global disruptions have
caused significant volatility in financial markets and the domestic and global economy. This disruption can contribute to potential
payment delays or defaults in our accounts receivable, affect asset valuations resulting in impairment charges, and affect the
availability of financing credit as well as other segments of the credit markets. Public health problems may also result in
quarantines, business closures, unavailability of key personnel, domestic and international transportation restrictions, import and
export complications, and otherwise cause shortages in the supply of components or cause other disruptions within our supply chain.
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Public health problems currently cause and may continue to cause disruptions, delays, shortages, and increased costs within our
supply chain, and distribution channels. In addition, public health problems may require us to take precautionary measures to
minimize the risk to our employees, including requiring our employees to work remotely and suspending non-essential travel, which
could negatively affect our business. Additionally, we have experienced a disruption in our supply chain as a result of the
COVID-19 related restrictions that have impacted our suppliers’ ability to manufacture or provide key components or services, and
we have incurred, and continue to incur, additional costs to expedite deliveries of components and services. The disruptions in our
supply chain have not been fully remediated as of the date of this report. As a result of the transition to a remote working
environment, we may experience disruptions or inefficiencies in our ability to operate our business. The continuation of these
remote working measures also introduces additional operational risk, including increased cybersecurity risk. These cybersecurity
risks include greater phishing, social engineering, malware, and other cybersecurity attacks, greater risk of a security breach
resulting in the unauthorized release, destruction or misuse of valuable information, and potential impairment of our ability to
perform critical functions, all of which could expose us to risks of data or financial loss, litigation and liability and could seriously
disrupt our operations, which could materially and adversely affect our business, financial condition or results of operations. Public
health problems may expose us to unanticipated liability or require us to change our business practices in a manner materially
adverse to our business, results of operations and financial condition. In addition, the outbreak of communicable diseases could
result in a widespread health crisis that could adversely affect general commercial activity and the economies and financial markets
of many countries which may affect the demand for our products and services and our ability to obtain financing for our business.
The extent to which public health problems will impact our business, results of operations and financial conditions will depend on
developments that are highly uncertain and cannot be predicted. Such developments may include the geographic spread of the public
health problems, the severity of the public health problems, the duration of the outbreak and the type and duration of actions that
may be taken by various governmental authorities in response to the outbreak and the impact on the U.S. and the global economy.
An outbreak of public health problems, or the perception that such an outbreak could occur, and the measures taken by the
government of countries affected, could adversely affect our business, results of operations, liquidity and financial condition.
A general global economic downturn may negatively affect our customers and their ability to purchase our products. A
downturn may decrease our revenues and increase our costs and may increase credit risk with our customers and impact our
ability to collect account receivable and recognize revenue.
The global macroeconomic environment has been challenging and inconsistent caused by instability in the global credit markets, the
impact of uncertainty regarding global central bank monetary policy, the instability in the geopolitical environment in many parts of
the world, including the June 2016 referendum by the United Kingdom in which voters approved an exit from the European Union,
commonly referred to as “Brexit”. On January 1, 2021, the United Kingdom left the European Union. On December 24, 2020, the
European Commission reached a trade agreement with the United Kingdom on the terms of its future cooperation with the European
Union, subject to final approval by the European Parliament. The most significant impact of the new trade agreement are new
regulations regarding trade, tax, and employees, among others, in the United Kingdom that resulted in the creation of non-tariff
barriers and have increased our shipping and regulatory costs and complexities for moving our products between the UK and EU.
Brexit could continue to cause disruptions in the markets that we serve. Additionally, we may be adversely affected by the Brexit in
ways we do not currently anticipate
Disruptions in the financial markets have had and may continue to have an adverse effect on the U.S. and world economies, which
could adversely and materially impact business spending patterns. Tightening of credit in financial markets could adversely affect
the ability of our customers and suppliers to obtain financing for significant purchases and operations and could result in a decrease
in or cancellation of orders for our products.
Economic downturns may exacerbate some of the other risks that affect our business, results of operations and financial condition.
A tighter credit market for consumer, business, and service provider spending may have several adverse effects, including reduced
demand for our products, increased price competition or deferment of purchases and orders by our customers. Additional effects
may include increased demand for customer finance, difficulties in collection of accounts receivable, higher overhead costs as a
percentage of revenue and higher interest expense, risk of supply constraints, risk of excess and obsolete inventories, risk of excess
facilities and manufacturing capacity and increased risk of counterparty failures.
An economic downturn or economic uncertainty in our key U.S. and international markets, as well as fluctuations in currency
exchange rates, may adversely affect consumer discretionary spending and demand for our consumer products. Factors affecting the
level of consumer spending include general market conditions, macroeconomic conditions, fluctuations in foreign exchange rates
and interest rates, and other factors such as consumer confidence, the availability and cost of consumer credit, levels of
unemployment and tax rates. If global economic conditions are volatile or if economic conditions deteriorate, consumers may delay
or reduce purchases of our consumer products resulting in consumer demand for our products that may not reach our sales targets.
For example, the Brexit caused significant short-term volatility in global stock markets as well as currency exchange rate
fluctuations, resulting in further strengthening of the U.S. dollar. Our sensitivity to economic cycles and any related fluctuation in
consumer demand could adversely affect our business, financial condition and results of operations.
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We have been investing and expect to continue to invest in growth areas and in our enterprise and service provider technologies,
and if the return on these investments is lower or develops more slowly than we expect, our results of operations may be harmed.
We have and we may continue to invest and dedicate resources into new growth areas, such as consumer products, while also
focusing on in our enterprise and service provider technologies. However, the return on our investments may be lower, or may
develop more slowly, than we expect. If we do not achieve the benefits anticipated from these investments (including if our
selection of areas for investment does not play out as we expect), or if the achievement of these benefits is delayed, our results of
operations may be adversely affected. Additionally, as we invest and dedicate resources into new growth areas, there is no assurance
that we may succeed at maintaining our competitive position in enterprise and service provider technologies.
To remain competitive and stimulate customer demand, we must effectively manage product introductions, product transitions
and marketing.
We believe that we must continually develop and introduce new products, enhance our existing products, effectively stimulate
customer demand for new and upgraded products, and successfully manage the transition to these new and upgraded products to
maintain or increase our revenue. The success of new product introductions depends on a number of factors including, but not
limited to, timely and successful research and development, pricing, market and consumer acceptance, the effective forecasting and
management of product demand, purchase commitments and inventory levels, the availability of products in appropriate quantities
to meet anticipated demand, the management of manufacturing and supply costs, the management of risks associated with new
product production ramp-up issues, and the risk that new products may have quality issues or other defects or bugs in the early
stages of introduction. Therefore, we may not correctly determine in advance the ultimate effect of new product introductions and
transitions. Additionally, if the assumptions on which we based our forecasts and management of product demand, purchase
commitments or inventory levels turn out to be incorrect, our financial performance could suffer and we could be required to write-off the value of excess products or components inventory or not fully utilize firm purchase commitments.
In addition, the introduction or announcement of new products or product enhancements may shorten the life cycle of our existing
products or reduce demand for our current products, thereby offsetting any benefits of successful product introductions and
potentially lead to challenges in managing inventory of existing products. Failure to complete product transitions effectively or in a
timely manner could harm our brand and lead to, among other things, lower revenue, excess prior generation product inventory, or a
deficit of new product inventory and reduced profitability.
In connection with introduction of new products, and our consumer products, in particular, we may spend significant amount on
advertising and other marketing campaigns, such as television, print advertising, social media and others, as well as increased
promotional activities, to build brand awareness and acquire new users. While we seek to structure our advertising campaigns in the
manner that we believe is most likely to encourage people to use our products and services, we may fail to identify advertising
opportunities that satisfy our anticipated return on advertising spend, accurately predict customer acquisition, or fully understand or
estimate the conditions and behaviors that drive customer behavior. If for any reason any of our advertising campaigns prove less
successful than anticipated in attracting new customers, we may not be able to recover our advertising spend, and our rate of user
acquisition may fail to meet our expectations, either of which could have an adverse effect on our business. There can be no
assurance that our advertising and other marketing efforts will result in increased sales of our consumer products.
If we are unable to anticipate consumer preferences and successfully develop desirable consumer products and solutions, we
might not be able to maintain or increase revenue and profitability.
Our success in the consumer product market depends on our ability to identify and originate product trends as well as to anticipate,
gauge and react to changing consumer demands in a timely manner. All of our consumer products are subject to changing consumer
preferences that cannot be predicted with certainty and lead times for our products may make it more difficult for us to respond
rapidly to new or changing product or consumer preferences. If we are unable to introduce appealing new consumer products or
novel technologies in a timely manner, or our new consumer products or technologies are not accepted or adopted by consumers,
our competitors may increase their market share, which could hurt our competitive position in the consumer product market. It is
also possible that competitors could introduce new products and services that negatively impact consumer preference in the type of
consumer products that we supply, which could result in decreased sales of our product and a loss in market share. We may not be
able to achieve an acceptable return, if any, on our research and development efforts, and our business, results of operations,
liquidity and financial condition may be adversely affected. As we continually seek to enhance our consumer products, we will incur
additional costs to incorporate new or revised features. We might not be able to, or determine that it is not in our interests to, raise
prices to compensate for any additional costs.
Our strategy for our consumer products depends upon effectively maintaining and further developing our sales channels,
including developing and supporting our retail sales channel and distributors.
We depend upon effective sales channels to reach the consumers who are the ultimate purchasers of our consumer products. In the
United States, we primarily sell our consumer products through a mix of retail channels, including, e-commerce, big box, mid-market and specialty retailers, and we reach certain U.S. markets through distributors. In international markets, we primarily sell
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through distributors who in turn sell to local retailers.
With some of our consumer products, we depend on retailers to provide adequate and attractive space for our products in their
stores. We further depend on our retailers to employ, educate and motivate their sales personnel to effectively sell our consumer
products. If our retailers do not adequately display our products, choose to reduce the space for our products in their stores or locate
them in less than premium positioning, choose not to carry some or all of our consumer products or promote competitors’ products
over ours, or do not effectively explain to customers the advantages of our consumer products, our sales could decrease and our
business could be harmed. Similarly, our business could be adversely affected if any of our large retail customers were to experience
financial difficulties, or change the focus of their businesses in a way that deemphasized the sale of our products.
Our distributors generally offer products from several different manufacturers. Accordingly, we are at risk that these distributors
may give higher priority to selling other companies’ products. We have limited number of distributors in certain regions, and if we
were to lose the services of a distributor, we might need to find another distributor in that area and there can be no assurance of our
ability to do so in a timely manner or on favorable terms. Additionally, as a result of the COVID-19 pandemic, certain of our
distributors have been forced to temporarily suspend or otherwise reduce operations, which may adversely impact sales of our
products. Further, our distributors build inventory in anticipation of future sales, and if such sales do not occur as rapidly as they
anticipate, our distributors will decrease the size of their future product orders. We are also subject to the risks of our distributors
encountering financial difficulties, which could impede their effectiveness and also expose us to financial risk if they are unable to
pay for the products they purchase from us. Additionally, our international distributors buy from us in U.S. dollars and generally sell
to retailers in local currency so significant currency fluctuations could impact their profitability, and in turn, affect their ability to
buy future products from us. For example, the Brexit, caused significant short-term volatility in global stock markets as well as
currency exchange rate fluctuations, resulting in further strengthening of the U.S. dollar.
Any reduction in sales by our current distributors, loss of key distributors or decrease in revenue from our distributors could
adversely affect our revenue, results of operations and financial condition.
We may experience risks in our investments due to changes in the market, which could adversely affect the value or liquidity of
our investments.
From time to time, we may maintain a portfolio of marketable securities in a variety of instruments, which may include, but not
limited to, money market funds, corporate bonds, U.S. agency bonds and commercial papers. These investments are subject to
general credit, liquidity, market, and interest rate risks. As a result, we may experience a reduction in value or loss of liquidity of our
investments. These market risks associated with our investment portfolio may have a negative adverse effect on our business, results
of operations, and financial condition.
Risks Related to Our International Operations
Our business is susceptible to risks associated with operations outside of the United States.
We have operations in China, the Czech Republic, Lithuania, Poland, Latvia, Ukraine, Canada, India, Taiwan and elsewhere, with
our operations in Taiwan, in particular, increasingly important to our overall business. We also sell to distributors in numerous countries throughout the world. Our operations outside of the United States subject us to risks that we generally do not face in the
United States. These include:
•the burdens of complying with a wide variety of foreign laws and regulations, and the risks of non-compliance, including the increased burden of complying with anti-bribery regulations, such as the FCPA, and the risk associated with non-compliance with such laws;
•fluctuations in currency exchange rates;
•import and export license requirements, tariffs, economic sanctions, contractual limitations and other trade barriers;
•increasing labor costs, especially in China;
•difficulties in managing the geographically remote personnel;
•the complexities of foreign tax systems and changes in their tax rates and rules;
•stringent consumer protection and product compliance regulations that are costly to comply with and may vary from country to country;
•limited protection and enforcement regimes for intellectual property rights in some countries;
•business disruptions created by health crises and outbreaks of communicable diseases, especially in China, such as the outbreak of COVID-19;
•increased financial accounting and reporting burdens and complexity; and
•political, social and economic instability in some jurisdictions.
Additionally, changes in the local political, social and economic environment in the countries in which we operate, including in
Taiwan due to the increasing political tensions among the United States, Taiwan and China, could adversely affect our operations
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outside of the United States, as well as our plans for the business.
If any of these risks were to come to fruition, it could negatively affect our business outside the United States and, consequently, our
results of operations. Additionally, operating in markets outside the United States requires significant management attention and
financial resources. We cannot be certain that the investment and additional resources required to establish, acquire or integrate
operations in other countries will produce anticipated levels of revenues or profitability.
Our third-party logistics and warehousing providers in China and elsewhere may fail to safeguard and accurately manage and
report our inventory.
We use third-party logistics and warehousing providers located in China and other countries to fulfill a portion of our worldwide
sales. We also rely on our third-party logistics and warehousing providers to safeguard and manage and report on the status of our
products at their warehouse and in transit. These service providers may fail to safeguard our products, fail to accurately segregate
and report our inventory, or fail to manage and track the delivery of our products, which could have a material adverse effect on our
business, results of operations and financial condition.
To the extent that we develop some of our own manufacturing capacity, we will be subject to various risks associated with such
activities.
We invested in developing our own manufacturing capacity to support our product development and prototyping. To the extent that
we may invest in and expand or relocate these manufacturing capabilities, and increasingly rely upon such activities, we will face
increased risks associated with:
•bearing the fixed costs of these activities;
•directly procuring components and materials;
•regulatory and other compliance requirements, including import and export license requirements, tariffs, economic
•sanctions, contractual limitations and other trade barriers;
•exposure to casualty loss and other disruptions;
•quality control;
•labor relations; and
•our limited experience in operating manufacturing facilities.
Since these activities are currently conducted in China and could be expanded to other foreign countries, some of these risks may be
more significant due to the less predictable legal and political environment. Additionally, changes in the local political, social and
economic environment could adversely affect our ability and plans to develop our own manufacturing capacity
Our business may be negatively affected by political events and foreign policy responses.
Geopolitical uncertainties and events could cause damage or disruption to international commerce and the global economy, and thus
could have a material adverse effect on us, our suppliers, logistics providers, manufacturing vendors and customers, including our
channel partners. Changes in commodity prices may also cause political uncertainty and increase currency volatility that can affect
economic activity. For example, increasing tensions between the U.S., China and other countries may result in changes in laws or
regulations that will affect our ability to manufacture and sell our products. The vast majority of our products that are imported into
the U.S. from China are currently subject to tariffs that range between 7.5% and 25%. These tariffs have already affected our operating results and margins. The progress and continuation of trade negotiations between the U.S. and China continues to be
uncertain and a further escalation of the trade war remains a possibility. These tariffs have, and will continue to have, an adverse
effect on our results of operations and margins. We can provide no assurance regarding the magnitude, scope or duration of the
imposed tariffs or the magnitude, scope or duration from any relief in increases to such tariffs, as well as the potential for additional
tariffs or trade barriers by the U.S., China or other countries, nor that any strategies we may implement to mitigate the impact of
such tariffs or other trade actions will be successful.
Changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade,
manufacturing, development and investment in the territories and countries where we currently develop and sell products, and any
negative sentiments towards the U.S. as a result of such changes, could also adversely affect our business. For example, if the U.S.
government withdraws or materially modifies existing or proposed trade agreements, places greater restriction on free trade
generally or imposes increases on tariffs on goods imported into the U.S., particularly from China, our business, financial condition
and results of operations could be adversely affected. In addition, negative sentiments towards the U.S. among non-U.S. customers
and among non-U.S. employees or prospective employees could adversely affect sales or hiring and retention, respectively.
The foreign policies of governments may be volatile and may result in rapid changes to import and export requirements, customs
classifications, tariffs, trade sanctions and embargoes or other retaliatory trade measures that may cause us to raise prices, prevent us
from offering products or providing services to particular entities or markets, may cause us to make changes to our operations, or
create delays and inefficiencies in our supply chain. For example, political unrests and uncertainties in Eastern Europe and Middle
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East may lead to disruptions in commerce in those regions, which would in turn impact our sales to those regions. Furthermore, if
the U.S. government imposes new sanctions against certain countries or entities, such sanctions could sufficiently restrict our ability
to market and sell our products and may materially adversely affect our results of operations.
In addition, reports of certain intelligence gathering methods of the U.S. government could affect customers’ perception of the
products of companies based in the United States. Trust and confidence in us as an equipment supplier is critical to the development
and growth of our markets. Impairment of that trust, or foreign regulatory actions taken in response to reports of certain intelligence
gathering methods of the U.S. government, could affect the demand for our products from customers outside of the United States
and could have an adverse effect on our results of operations.
Our ability to introduce new products and support our existing products depends on our ability to manage geographically
dispersed research and development teams.
Significant parts of our research and development operations are conducted in geographically dispersed localities. Our success
depends on the effectiveness of our research and development activities. We must successfully manage these geographically
dispersed teams in order to meet our objectives for new product introduction, product quality and product support. It can be difficult
to effectively manage geographically dispersed research and development teams. If we fail to do so, we could incur unexpected
costs or delays in product development.
Risks Related to Intellectual Property
We have limited ability to obtain and enforce intellectual property rights, and may fail to effectively obtain and enforce such
rights.
Our success can depend significantly upon our intellectual property rights. We rely on a combination of patent, copyright,
trademark, trade secret laws, and contractual rights to establish, maintain and protect these intellectual property rights, all of which
afford only limited protection. Our patent rights, and the prospective rights sought in our pending patent applications, may not be
meaningful or provide us with any commercial advantage and they could be opposed, contested, circumvented or designed around
by our competitors or be declared invalid or unenforceable in legal proceedings. In addition, patents may not be issued from any of
our current or future patent applications. Any failure of our patents or other intellectual property rights to adequately protect our
technology might make it easier for our competitors to offer similar products or technologies.
We may fail to apply for patents on important products, services, technologies or designs in a timely fashion, or at all. We may not
have sufficient intellectual property rights in all countries where unauthorized third party copying or use of our proprietary
technology occurs and the scope of our intellectual property might be more limited in certain countries. Our existing and future
patents may not be sufficient to protect our products, services, technologies or designs and/or may not prevent others from
developing competing products, services, technologies or designs. We cannot predict the validity and enforceability of our patents
and other intellectual property with certainty.
We have registered, and applied to register, certain of our trademarks in several jurisdictions worldwide. In some of those
jurisdictions, third party filings exist for the same, similar or otherwise related products or services, which could block the
registration of our marks. Even if we are able to register our marks, competitors may adopt or file similar marks to ours, register
domain names that mimic or incorporate our marks, or otherwise infringe upon our trademark rights. Although we police our
trademark rights carefully, there can be no assurance that we are aware of all third party uses or that we will prevail in enforcing our
rights in all such instances. Any of these negative outcomes could impact the strength, value and effectiveness of our brand, as well
as our ability to market our products. We have also registered domain names for websites, or URLs, that we use in our business,
such as www.ui.com. If we are unable to protect our domain names, our brand, business, and results of operations could be
adversely affected. Domain names similar to ours have already been registered in the United States and elsewhere, and we may be
unable to prevent third parties from acquiring and using domain names that infringe, are similar to, or otherwise decrease the value
of, our brand or our trademarks. In addition, although we own www.ui.com and various other global top-level domains, we might
not be able to, or may choose not to, acquire or maintain other country-specific URLs in which we currently conduct or intend to
conduct business.
Confidentiality agreements with our employees, licensees, independent contractors and others may not effectively prevent disclosure
of our trade secrets, and may not provide an adequate remedy in the event of unauthorized use or disclosure of our trade secrets. We
may also fail or have failed to obtain such agreements from such persons due to administrative oversights or other reasons.
Monitoring unauthorized use of our intellectual property is difficult and costly. Unauthorized use of our intellectual property, such
as the production of counterfeits of our products, and unauthorized registration and use of our trademarks by third parties, is a matter
of ongoing concern. The steps we have taken may not prevent unauthorized use of our intellectual property. We may fail to detect
infringements of, or take appropriate steps to enforce, our intellectual property rights. Our competitors might independently develop
similar technology without infringing our intellectual property rights. Our inability or failure to effectively protect our intellectual
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property could reduce the value of our technology and could impair our ability to compete. Any inability or failure by us to
meaningfully protect our intellectual property could result in competitors offering products that incorporate our most technologically
advanced features.
We have initiated and may continue to initiate legal proceedings to enforce our intellectual property rights. Litigation, whether we
are a plaintiff or a defendant, can be expensive and time-consuming, may place our intellectual property at risk of being invalidated
or narrowed in scope, and may divert the efforts of our technical staff and managerial personnel.
Enforcement of our intellectual property rights abroad, particularly in China and South America, is limited.
The intellectual property protection and enforcement regimes in certain countries outside the United States are generally not as
comprehensive as in the United States, and may not adequately protect our intellectual property. The legal regimes relating to the
recognition and enforcement of intellectual property rights in China and South America are particularly limited. Legal proceedings
to enforce our intellectual property in these jurisdictions may progress slowly, during which time infringement may continue largely
unimpeded. Countries that have relatively inefficient intellectual property protection and enforcement regimes represent a
significant portion of the demand for our products. These factors may make it more challenging for us to enforce our intellectual
property rights against infringement. The infringement of our intellectual property rights, particularly in these jurisdictions, may
materially harm our business in these markets and elsewhere by reducing our sales, and adversely affecting our results of operations,
and diluting our brand or reputation.
Our contract manufacturers may not respect our intellectual property, and may produce products that compete with ours.
Our contract manufacturers operate primarily in China, where the prosecution of intellectual property infringement and trade secret theft is more difficult than in the United States. In the past, our contract manufacturers, their affiliates, their other customers or their suppliers have attempted to participate in efforts to misappropriate our intellectual property and trade secrets to manufacture our products for themselves or others without our knowledge. Even if the agreements with our contract manufacturers, and applicable laws, prohibit them from misusing our intellectual property and trade secrets, we may be unsuccessful in monitoring and enforcing our intellectual property rights against them. We have in the past, and may continue to discover, counterfeit goods being sold as our products or as other brands.
We operate in an industry with extensive intellectual property litigation.
Our commercial success depends in part upon us and our component suppliers not infringing intellectual property rights owned by
others, and being able to resolve intellectual property claims without major financial expenditures. Our key component suppliers are
often targets of intellectual property claims, and we are subject to claims as well.
There are numerous patents and patent applications in the United States and other countries relating to communications technologies. It can be difficult or impossible to conduct meaningful searches for patents relating to our technologies, or to approach third parties to seek a license to their patents. Even extensive searches for patents that may be relevant to our products may not
uncover all relevant patents and patent applications. Because of the existence of a large number of patents in the networking field,
the secrecy of some pending patents, and the rapid rate of issuance of new patents, it is not economically practical or even possible
to determine in advance whether a product or any of its components infringes or will infringe on the patent rights of others. The
asserted claims and/or initiated litigation can include claims against us or our manufacturers, suppliers, or customers, alleging
infringement of their proprietary rights with respect to our existing or future products or components of those products. Regardless
of the merit of these claims, they can be time-consuming, result in costly litigation and diversion of technical and management
personnel, or require us to develop a non-infringing technology or enter into license agreements. Where claims are made by customers, resistance even to unmeritorious claims could damage customer relationships.
We cannot determine with certainty whether any existing or future third-party intellectual property rights would require us to alter
our technologies, obtain licenses or cease certain activities. There can be no assurance that licenses will be available on acceptable
terms and conditions, if at all, or that our suppliers will indemnify us, or that any indemnification will be adequate to cover our costs
if a claim were brought directly against us or our customers. Furthermore, because of the potential for high court awards that are not
necessarily predictable, it is not unusual to find even arguably unmeritorious claims settled for significant amounts.
We have received, and may in the future receive, claims from third parties, including competitors and non-practicing entities,
asserting intellectual property infringement and other related claims. We expect to continue to receive such intellectual property
claims in the future. As our revenues grow and our profile increases, the frequency and significance of these claims may increase.
Whether or not there is merit to a given claim, it can be time consuming and costly to defend against, and could:
•adversely affect our relationships with our current or future users, customers and suppliers;
•cause delays or stoppages in the shipment of our products;
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•cause us to modify or redesign our products;
•cause us to rebrand our products or services;
•subject us to a temporary or permanent injunction;
•divert management’s attention and resources;
•subject us to significant damages or settlements;
•cause us to give up some of our intellectual property;
•require us to enter into costly licensing agreements; or
•require us to cease offering certain of our products or services.
Some of our competitors may have substantially greater resources than we do and may be able to sustain the costs of complex
intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patent holding
companies and other third-party non-practicing entities that focus on extracting royalties and settlements by enforcing patent rights
may target our component suppliers, manufacturers, us, our distributors, members of our sales channels, our network operators and
service providers, or other purchasers of our products. These companies typically have little or no product revenues and therefore
our patents may provide little or no deterrence against such companies filing patent infringement lawsuits against our component
suppliers, manufacturers, us, our distributors, members of our sales channels, network operators and service providers, or other
purchasers of our products.
In addition to liability for monetary damages against us or, in certain circumstances, against end users of our products, we may be
prohibited from developing, commercializing or continuing to provide certain of our products unless we obtain licenses from the
holders of the patents or other intellectual property rights. We cannot assure you that we will be able to obtain any such licenses on
commercially reasonable terms, or at all. If we do not obtain licenses, our business, results of operations and financial condition
could be materially affected and we could, for example, be required to cease offering our products or be required to materially alter
our products, which could involve substantial costs and time to develop.
The production of counterfeit versions of our products may reduce our sales levels and damage our brand.
We have in the past and continue to discover counterfeit versions of our products. Although we have taken steps to combat
counterfeiting, it is difficult or impossible to detect or prevent all instances of counterfeiting. Particularly if the quality of counterfeit
products is poor, damage could be done to our brand. Combating counterfeiting is difficult and expensive, and may not be
successful, especially in countries that have a relatively weak legal regime for the protection of intellectual property.
We use open source software in our products that may subject source code to public release or require us to re-engineer our
products.
We use open source software in certain of our products, and may use more open source software in the future.
There have been claims challenging the ownership of software and claims of copyright infringement against companies that use
open source software in the development of their products. We could become subject to claims regarding the ownership of what we
believe to be our proprietary software and claims of copyright infringement.
Usage of open source software can also lead to greater risks than the use of third-party commercial software, because open source
licensors generally do not provide warranties or controls on origin of the software.
Some open source licenses contain requirements that users make available and license the source code for the modifications or
derivative works that they create based upon the open source software. If we combine our proprietary software with open source
software we could, in some circumstances, be required to release our proprietary source code publicly or license such source code
on unfavorable terms or at no cost. That could significantly diminish the value of some of our products and negatively affect our
business.
Risks Related to Our Management and Structure
We are reliant on our founder and Chief Executive Officer, Robert J. Pera, and the departure or loss of Mr. Pera or other key
personnel would disrupt our business.
Our success and future growth depend on the skills, working relationships and continued services of our founder, Chairman and Chief Executive Officer, Robert J. Pera, as well as the other members of our management team. We do not maintain any significant key person insurance with regard to any of our personnel. Mr. Pera, in particular, is central to our product development efforts and overall strategic direction. The departure or loss of Mr. Pera or any of the other members of our management team and the inability to identify and hire a qualified replacement timely would adversely affect our business, results of operations and financial condition. Our business model relies in part on leanly staffed, independent and efficient research and development teams. Our research and development teams are organized around small groups or individual contributors for a given platform, and there is little overlap in knowledge and
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responsibilities. In the event that we are unable to retain the services of any key contributors or are unable to identify and attract additional contributors, we may be unable to bring our products or product improvements to market in a timely manner,
if at all, due to disruption in our development activities.
Our future success also depends on our ability to attract, retain and motivate our management and skilled personnel. Competition for
personnel exists in the industries in which we participate, particularly for persons with specialized experience in areas such as
antenna design and radio frequency equipment. If we are unable to attract and retain the necessary personnel our business, results of
operations and financial condition could be materially adversely affected
We may fail to manage our growth effectively and develop and implement appropriate control systems.
We have substantially expanded our business and operations in recent periods, including increases in the number of our distributors,
contract manufacturers, headcount locations and facilities. This rapid expansion places a significant strain on our managerial,
administrative, and operational resources. Our business model reflects our decision to operate with streamlined infrastructure, with
lower support and administrative headcount. This may increase the risks associated with managing our growth, and we may not
have sufficient internal resources to adapt or respond to unexpected challenges and compliance requirements.
Our profitability may decline as we expand into new product areas.
We receive a substantial majority of our revenues from the sale of outdoor wireless networking equipment and enterprise WLAN.
As we expand into other products and services, such as video surveillance equipment, voice communication equipment, security
access equipment, wireless backhaul, consumer electronics, and machine-to-machine communications, we may not be able to
compete effectively with existing market participants and may not be able to realize a positive return on the investment we have
made in these products or services. Entering these markets may result in increased product development costs, and our new products
may have extended time to market relative to our current products. If our introduction of a new product is not successful, or if we
are not able to achieve the revenues or margins we expect, our results of operations may be harmed and we may not recover our
product development and marketing expenditures.
We may also be required to add a traditional direct sales force and customer support personnel to market and support new or
existing products, which would cause us to experience substantially lower product margins or increase our operating expenses.
Adding a traditional direct sales force or customer support personnel would reduce our operating income and may not be successful.
Our operating expenses are increasing as we make expenditures to enhance and expand our operations.
Over the past several years, we have increased our expenditure on infrastructure to support our anticipated growth. We are
continuing to make significant investments in information systems, hiring more administrative personnel, using more professional
services and expanding our operations outside the United States. We intend to make additional investments in systems and
personnel and continue to expand our operations to support anticipated growth in our business. As a result, we expect our operating
expenses to increase.
In addition, we may need in the future to build a traditional direct sales force to market and sell our products or provide additional
resources or cooperative funds to our distributors. Such changes to our existing sales model would likely result in higher selling,
general and administrative expenses as a percentage of our revenues.
Compliance with conflict mineral disclosure requirements will create additional compliance cost and may create reputational
challenges.
Pursuant to Section 1502 of the Dodd-Frank Act, United States publicly-traded companies are required to disclose use or potential
use of certain minerals and their derivatives, including tantalum, tin, gold and tungsten, that are mined from the Democratic
Republic of Congo and adjoining countries and deemed conflict minerals.
These requirements necessitate due diligence efforts to assess whether such minerals are used in our products in order to make the
relevant required annual disclosures. There are, and will be, ongoing costs associated with complying with these disclosure
requirements, including diligence to determine the sources of those minerals that may be used or necessary to the production of our
products. We may face reputational challenges that could impact future sales if we determine that certain of our products contain
minerals not determined to be conflict free or if we are unable to verify with sufficient accuracy the origins of all conflict minerals
used in our products.
We rely on third-party software and services to conduct our enterprise resource planning, financial planning and analysis, and
financial reporting. We also rely on third party software and service for our computing, storage, bandwidth, and other services.
Any disruption of or interference with these services would negatively affect our operations and seriously harm our business.
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We currently use NetSuite and other software and services to conduct our order management and financial processes. The
availability of this service is essential to the management of our business. As we expand our operations, we expect to utilize
additional systems and service providers that may also be essential to managing our business. Although the systems and services
that we require are typically available from a number of providers, it is time consuming and costly to qualify and implement these
relationships.
We rely on third party service providers, such as G-Suite, Google Cloud and Amazon Web Services, to provide distributed
computing infrastructure platforms for business operations, or what is commonly referred to as a “cloud” computing service. Any
transition of the cloud services currently provided by these service providers to another cloud provider would be difficult to
implement and will cause us to incur significant time and expense. If our existing cloud service providers experience interruptions in
service regularly or for a prolonged basis, or other similar issues, our business would be seriously harmed. Additionally, our existing
cloud service providers have broad discretion to change and interpret its terms of service and other policies with respect to us, and
they may take actions beyond our control that could harm our business.
Our ability to manage our business would suffer if one or more of our providers suffer an interruption in their business, or
experience delays, disruptions or quality control problems in their operations, or we have to change or add additional systems and
services. We may not be able to control the quality of the systems and services we receive from third party service providers, which
could impair our financial reporting and may negatively impact our business, results of operations and financial condition.
Our debt levels could adversely affect our ability to raise additional capital to pay dividends, repurchase our shares of common
stock and fund our operations or limit our ability to react to changes in our industry or the economy.
As of September 30, 2021, our balance outstanding under the Third Amended and Restated Credit Agreement for our Term Facility and Revolving Facility, was $487.5 million and $0.0 million, respectively. In the future we may need to raise additional capital to
finance our payment of dividends or repurchase shares of our common stock and fund our growth and operational goals. If
additional financing is not available when required or on acceptable terms, we may not be able to pay dividends, repurchase shares
of common stock, expand our business, develop or enhance our products, take advantage of business opportunities or respond to
competitive pressures, which could result in lower revenues and reduce the competitiveness of our products.
In addition, any potential debt level increases could have important consequences, including:
requiring a substantial portion of cash flows from operations to be dedicated to the payment of principal and interest on our
indebtedness, thereby reducing our ability to use our cash flows to fund our operations and capital expenditures, pay dividends,
repurchase shares of our common stock and pursue business opportunities;
•requiring a substantial portion of cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flows to fund our operations and capital expenditures, pay dividends, repurchase shares of our common stock and pursue business opportunities;
•increasing our vulnerability to general industry and economic conditions;
•limiting our ability to make strategic acquisitions or causing us to make non-strategic divestitures;
•limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and
•limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to competitors who are less highly leveraged or have access to more capital.
If we are unable to integrate future acquisitions successfully, our business, results of operations and prospects could be harmed.
We may make acquisitions to improve or expand our product offerings. Our future acquisition strategy will depend on our ability to
identify, negotiate, complete and integrate acquisitions. These transactions involve numerous risks, including:
•difficulties in integrating and managing the operations, technologies and products of the companies we acquire, particularly in light of our lean organizational structure;
•diversion of our management’s attention from normal daily operation of our business;
•our inability to maintain the key business relationships and the brand equity of the businesses we acquire;
•our inability to retain key personnel of the acquired business, particularly in light of the demands we place on individual contributors;
•uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
•our dependence on unfamiliar affiliates and partners of the companies we acquire;
•insufficient revenues to offset our increased expenses associated with acquisitions;
•our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and
•our inability to maintain internal standards, controls, procedures and policies, particularly in light of our lean organizational structure.
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We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us.
Completing acquisitions could consume significant amounts of cash. If we finance acquisitions by issuing equity or convertible debt
securities, our existing stockholders will likely experience dilution, and if we finance future acquisitions with debt funding, we will
incur interest expense and may have to comply with covenants and secure that debt obligation with our assets.
Our investments in new businesses, products, services, technologies, joint ventures and other strategic transactions are
inherently risky, and could disrupt our current operations.
We have invested and expect to continue to invest in new businesses, products, services, technologies, joint ventures and other
strategic initiatives. These investments may involve significant risks and uncertainties, including insufficient revenues from such
investments to offset any new liabilities assumed and expenses incurred in connection with these new investments, inadequate
return of or loss of our investments, distraction of management from current operations, and unidentified issues not discovered in
our due diligence of such investments that could cause us to fail to realize the anticipated benefits of such investments and incur
unanticipated costs, expenses and liabilities. Because these investments are inherently risky, no assurance can be given that such
investments will be successful and will not adversely affect our reputation, business prospects, results of operation and financial
condition.
We may be adversely affected by changes in LIBOR reporting practices or the index used to replace LIBOR.
Our Term Facility and Revolving Facility primarily use the London Interbank Offered Rate (“LIBOR”) to calculate interest due to
our lenders. On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it
intends to phase out LIBOR by the end of 2021. As a result, it is possible that LIBOR will be discontinued as a reference rate after
2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of
large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a newly created index, calculated by reference to
short-term repurchase agreements backed by U.S. Treasury securities, called the Secured Overnight Financing Rate (“SOFR”).
Whether SOFR will become a widely accepted benchmark in place of LIBOR, however, remains in question. As such, the future of
LIBOR and potential alternative reference rates are uncertain at this time. If LIBOR is discontinued, the terms of our Third
Amended and Restated Credit Agreement provide for the use of an alternative rate. Such an event would not affect our ability to
borrow or maintain already outstanding borrowings, but the alternative rate could be higher and more volatile than LIBOR prior to
its discontinuance and may result in interest obligations which are higher or lower or that do not otherwise correlate over time with
the interest payments that would have been made on such debt if LIBOR remained in its current form. Accordingly, the potential
effects of the foregoing on our cost of capital cannot yet be determined. Further, the same costs and risks that may lead to the
unavailability of LIBOR may make one or more of the alternative rate methods impossible or impracticable to determine. Any of
these proposals or consequences could materially and adversely affect our financing costs, and as a result, our financial condition,
operating results and cash flows.
Risks Related to Our Common Stock
Our Chief Executive Officer owns a majority of our common stock.
Robert J. Pera, our founder, Chairman, and Chief Executive Officer, is able to exercise voting rights with respect to a majority of the
voting power of our outstanding stock and therefore has the ability to control the outcome of matters submitted to our stockholders
for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. This
concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of
our assets that our other stockholders support, or conversely this concentrated control could result in the consummation of such a
transaction that our other stockholders do not support. This concentrated control could also discourage certain potential investors
from acquiring our common stock and might harm the trading price of our stock. In addition, Mr. Pera has the ability to control the
management and major strategic investments of our company as a result of his position as our Chief Executive Officer and his
ability to control the election or replacement of our directors. In the event of his death, the shares of our stock that Mr. Pera owns
will be transferred to his successors. As a board member and officer, Mr. Pera owes a fiduciary duty to our stockholders and must
act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a
controlling stockholder, Mr. Pera is entitled to vote his shares in his own interests, which may not always be in the interests of our
stockholders generally.
As of November 5, 2021, Mr. Pera beneficially owned 56,278,181 shares of our common stock. These shares are eligible for resale
into the public market within the restrictions imposed by Rule 144 under the Securities Act of 1933. Sales of a significant amount of
Mr. Pera’s shares could adversely affect the market price for our common stock. Mr. Pera had informed us he has entered into
arrangements under which he has pledged up to 25% of the shares of our common stock that he beneficially owns to secure loans
with financial institutions. Mr. Pera had also indicated these loans have or will have various requirements to repay all or a portion of
the loan upon the occurrence of various events, including when the price of the common stock goes below certain specified levels.
Mr. Pera may need to sell shares of our common stock to meet these repayment requirements. Upon a default under one or more of
these loans, the lender could sell the pledged shares into the market without limitation on volume or manner of sale. Sales of shares
by Mr. Pera to reduce his loan balance or the lenders upon foreclosure are likely to adversely affect our stock price. Mr. Pera has
also indicated to us that he may in the future from time to time pledge additional shares of common stock as collateral for margin or
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other loans, enter into derivative transactions based on the value of our common stock, dispose of shares of common stock,
otherwise monetize shares of his common stock and/or engage in other transactions relating to shares of our common stock and/or
other securities of the company. Any of these activities by Mr. Pera may adversely affect the price of our common stock. However,
Mr. Pera has also indicated that he intends to continue to own at least a majority of our outstanding shares of common stock.
Not paying cash dividends to our stockholders, or repurchasing shares of our common stock pursuant to our previously
announced stock repurchase program, could cause the market price for our common stock to decline.
Our payment of cash dividends is subject to, among other things, declaration by the Board of Directors of the Company our
financial position and results of operations, available cash and cash flow, capital requirements, our obligations, contingent liabilities,
applicable corporate legal requirements, and other factors. If the Company fails to meet expectations related to dividends, its stock
price may decline, which could have a material adverse impact on investor confidence and employee retention. These and other
factors may also affect the continuation of, or activity under, our previously announced stock repurchase program. Failure to pay
cash dividends could cause the market price of our common stock to decline. The discontinuance of, or lack of activity under, our
previously announced stock repurchase program could also result in a lower market price of our common stock.
Fluctuations in our results of operations could cause the market price of our common stock to decline.
Our quarterly results of operations fluctuate significantly due to a variety of factors, many of which are outside of our control and
are difficult or impossible to predict. We expect our results of operations will continue to fluctuate. You should not rely on our past
results as an indication of our future performance. If our revenues or results of operations fall below the expectations of investors or
securities analysts, or below any estimates we may provide to the market, the price of our common stock would likely decline
substantially, which could have a material adverse impact on investor confidence and employee retention. Our common stock has
experienced substantial price volatility since our initial public offering. In addition, the stock market as a whole has experienced
major price and volume fluctuations that have affected the stock price of many technology companies in ways that may have been
unrelated to these companies’ operating performance.
Factors that could cause our results of operation and stock price to fluctuate include:
•varying demand for our products due to the financial and operating condition of our distributors and their customers, distributor inventory management practices and general economic conditions;
•shifts in our fulfillment practices including increasing inventory levels as part of efforts to decrease our delivery lead times;
•failure of our suppliers to provide chips or other components;
•failure of our contract manufacturers and suppliers to meet our demand;
•success and timing of new product introductions by us, and our competitors;
•increased warranty costs;
•announcements by us or our competitors regarding products, promotions or other transactions;
•costs related to legal proceedings or responding to government inquiries;
•our ability to control and reduce product costs; and
•expenses of our entry into new markets.
In addition, our business may be subject to seasonality, although our recent growth rates and timing of product introductions may
have historically masked our seasonal changes in demand. For example, our consumer products may be subject to general seasonal
spending trends associated with holidays
Risks Related to Regulatory, Legal and Tax Matters
We are subject to export control and economic sanctions laws in the United States and elsewhere which could impair our ability
to compete in international markets and subject us to liability if we do not comply with applicable laws.
A substantial majority of our sales are into countries outside of the United States. Sales of our products into certain countries are
restricted or prohibited under U.S. export control and economic sanctions laws. In addition, certain of our products incorporate
encryption components that are subject to export control regulations.
In May 2011, we filed a self-disclosure statement with the U.S. Commerce Department, Bureau of Industry and Security’s (“BIS”)
Office of Export Enforcement (“OEE”) relating a review conducted by us regarding certain export transactions from 2008 through
March 2011 in which products may have been later sold into Iran by third parties. In June 2011, we also filed a self-disclosure
statement with the U.S. Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) regarding these compliance issues.
We resolved the matters described in our self-disclosures with the BIS and OFAC, and have taken significant steps towards ensuring
our compliance with export control regulations and embargoes. It is, however, possible that violations may occur in the future. If
violations should occur in the future, the response of regulators may be more severe in light of prior compliance concerns.
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In addition to U.S. export regulations, various other countries regulate the import of certain encryption technology and products, and
these laws could limit our ability to distribute our products or our customers’ ability to implement our products in those countries.
Changes in our products or changes in export and import regulations may create delays in the introduction of our products in other
countries, prevent our customers with international operations from deploying our products or, in some cases, prevent the transfer of
our products to certain countries altogether. Any change in export or import regulations or related legislation, shift in approach to
the enforcement or scope of existing regulations, or change in the countries, persons or technologies targeted by such regulations,
could negatively impact our ability to sell our products to existing customers or the ability of our current and potential distributors,
network operators and service providers outside the United States.
Even though we take precautions to prevent our products from being provided to targets of U.S. sanctions, our products, including
our firmware updates, could be provided by our distributors, resellers and/or end users despite such precautions. Any such provision
could have negative consequences, including government investigations, penalties and reputational harm. Our failure or inability to
obtain required import or export approval for our products could harm our international and domestic sales and adversely affect our
revenue.
Existing and new regulations, changes in existing regulations, or the enforcement of any regulations related to our products may
result in unanticipated burdens, costs and liabilities and could materially and adversely affect our financial condition, results of
operations, and our brand.
Our products are subject to governmental regulations in a variety of jurisdictions. In order to achieve and maintain market
acceptance, our products must continue to comply with these regulations as well as a significant number of industry standards. For
example, our wireless communication products operate through the transmission of radio signals, and radio emissions are subject to
regulation in the United States and in other countries in which we do business. In the United States, various federal agencies
including the Center for Devices and Radiological Health of the Food and Drug Administration, the Federal Communications
Commission, the Occupational Safety and Health Administration and various state agencies have promulgated regulations that
concern the use of radio/electromagnetic emissions standards. Member countries of the European Union and other countries have
enacted similar standards concerning electrical safety and electromagnetic compatibility and emissions, and chemical substances
and use standards.
As these regulations and standards evolve, and if new regulations or standards are implemented, we will be required to modify our
products or develop and support new versions of our products, and our compliance with these regulations and standards may
become more burdensome. The failure of our products to comply, or delays in compliance, with the various existing and evolving
industry regulations and standards could prevent or delay introduction of our products, which could harm our business. End
customer uncertainty regarding future policies may also affect demand for communications products, including our products. If
existing laws or regulations regarding the use of our products or services are enforced in a manner not previously contemplated by
us, our channel partners or our end customers, it could expose us or them to liability and could have a material adverse effect on our
financial condition, results of operations, and our brand. Moreover, channel partners or end customers may require us, or we may
otherwise deem it necessary or advisable, to alter our products to address actual or anticipated changes in the regulatory
environment. Our inability to alter our products to address these requirements and any regulatory changes may have a material
adverse effect on our financial condition, results of operations, and our brand. Further, the enforcement of laws and regulations may
force us to withdraw one or more of our products from sale in certain jurisdictions or to recall one or more of our products in certain
jurisdictions. We may incur costs and expenses relating to a withdrawal from a particular market or a recall of one or more of our
products. The process of identifying products that have been widely distributed for withdrawals and recalls may be lengthy and
require significant resources and we may incur significant replacement costs, damage claims and harm to our reputation. We are and
expect to continue to be the subject of investigations, inquiries, data requests, actions, orders, and audits by government authorities
and regulators in the United States, the European Union, and around the world. Orders issued by, or inquiries or enforcement actions
initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to unanticipated liability or
penalties or require us to change our business practices in a manner materially adverse to our financial condition, results of
operations, and our brand.
Our failure to comply with U.S. and foreign laws related to privacy, data security, cybersecurity and data protection, such as the
E.U. Data Protection Directive and China Cybersecurity Law, could adversely affect our financial condition, results of
operations, and our brand.
We are or may become subject to a variety of laws and regulations in the United States and abroad regarding privacy, data security, cybersecurity and data protection. These laws and regulations are continuously evolving and developing. The scope and
interpretation of the laws that are or may be applicable to us and our business, including our webstore sales, are often uncertain and
may be conflicting, particularly with respect to foreign laws.
In particular, there are numerous U.S. federal, state, and local laws and regulations and foreign laws and regulations regarding
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privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such
laws and regulations often have changes in scope, may be subject to differing interpretations, and may be inconsistent among
different jurisdictions. For example, in April 2016, the E.U. Parliament approved a new data protection regulation, known as the
General Data Protection Regulation (“GDPR”), which came into force on May 25, 2018. The GDPR includes operational
requirements for companies that receive or process personal data of residents of the European Union that are different than those
previously in place in the European Union, and that include significant penalties for non-compliance. Another example, in
November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”),
which took effect in June 2017. The CSL is the first Chinese law that systematically lays out the regulatory requirements on
cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government
scrutiny. More recently, the Personal Information Security Specification went into effect in October 2020, which have broad but uncertain application and impose a number of new privacy and data security obligations. China is also implementing new legislation on the protection of privacy and personal data, including a Personal Information Protection Law and a Data Security Law that went into effect in September 2021 and may impose new obligations on us. California enacted the California Consumer Privacy Act (the “CCPA”) that, among other things, requires covered companies to provide new disclosures to California consumers, and afford such consumers new abilities to opt-out of certain sales of personal information. The CCPA took effect on January 1, 2020 with the privacy provisions enforceable by the California Attorney General as of July 1, 2020, and the regulations becoming enforceable as of August 1, 2020. Given the recent implementation of the regulations, we cannot yet predict the impact of the CCPA on our business or operations. The costs of compliance with, and other burdens imposed by, the GDPR, CSL and CCPA may limit the use and adoption of our products and services and could have an adverse impact on our business, results of operations and financial condition.
We strive to comply with all applicable laws, policies and legal obligations relating to privacy, data security, cybersecurity and data
protection. However, given that the scope, interpretation, and application of these laws and regulations are often uncertain and may
be conflicting, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one
jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us or third-party
service-providers to comply with our privacy or security policies or privacy-related legal obligations, or any compromise of security
that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in
governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on our brand, results of
operations and financial condition.
Governments are continuing to focus on privacy, cybersecurity, data protection and data security and it is possible that new privacy
or data security laws will be passed or existing laws will be amended in a way that is material to our business. Any significant
change to applicable laws, regulations, or industry practices regarding our employees’ and users’ data could require us to modify our
business, services and products features, possibly in a material manner, and may limit our ability to develop new products, services,
and features. Although we have made efforts to design our policies, procedures, and systems to comply with the current
requirements of applicable state, federal, and foreign laws, changes to applicable laws and regulations in this area could subject us to
additional regulation and oversight, any of which could significantly increase our operating costs.
Government regulations designed to protect personal privacy may make it difficult for us to sell our products.
Our products may transmit and store personal information. The handling of such information is increasingly subject to regulations in
numerous jurisdictions around the world. These regulations are typically intended to protect the privacy and security of personal
information that is collected, stored and transmitted in or from the governing jurisdiction. In addition, because various foreign
jurisdictions have different regulations concerning the storage and transmission of personal information, we may face unknown
requirements that pose compliance challenges in new geographic markets that we seek to enter. Our efforts to protect the privacy of
information may also fail if our encryption and security technology is inadequate or fails to operate as expected. The difficulties in
complying with privacy and data protection regulations could subject us to costs, delayed product launches, liabilities or negative
publicity that could impair our ability to maintain or expand our operations into some countries and therefore limit our future
growth.
The vast majority of our products rely on the availability of specific unlicensed radio frequency spectrum.
The vast majority of our products operate in unlicensed radio frequency (“RF”) spectrum, which is used by a wide range of devices
such as cordless phones, baby monitors, and microwave ovens, and is becoming increasingly crowded. If such spectrum usage
continues to increase through the proliferation of consumer electronics and products competitive with ours, and others, the resultant
higher levels of clutter and interference in the frequency bands used by our products could decrease the usage of our products. Our
business could be further harmed if currently unlicensed RF spectrum becomes subject to licensing in the United States or
elsewhere. Network operators and service providers that use our products may be unable to obtain licenses for RF spectrum at
reasonable prices or at all. Even if the unlicensed spectrum remains unlicensed, existing and new government regulations may
require we make changes in our products. For example, to provide products for network operators and service providers who utilize
unlicensed RF spectrum, we may be required to limit their ability to use our products in licensed RF spectrum. The operation of our
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products by network operators or service providers in the United States or elsewhere in a manner not in compliance with local law
could result in fines, operational disruption, or harm to our reputation. In addition, if new spectrums, either licensed or unlicensed,
are made available by government regulatory agencies for broadband wireless communication that may disrupt the competitive
landscape of our industry and impact our business.
We could be adversely affected by unfavorable results in litigation.
We may be involved, from time to time, in a variety of claims, lawsuits, investigations, and proceedings relating to contractual
disputes, intellectual property rights, employment matters, regulatory compliance matters, consumer or securities class-actions and
other litigation matters relating to various claims that arise in the normal course of business and otherwise. It can be difficult or
impossible to predict the outcome of legal proceedings with any degree of certainty, particularly given that laws may be ambiguous
and factual findings can often be the result of incomplete evidence, opinions, varying standards or proof, and extraneous factors.
Any such proceedings or matters may adversely affect how we operate the business, divert the attention of management from the
operation of the business, have an adverse effect on our reputation, result in additional costs and adversely affect our results of
operations. If one or more of the legal proceedings to which we may be or become a party are resolved against us, our results of
operations and financial condition could be adversely affected.
We may become subject to warranty claims, product liability and product recalls.
We have received, and may in the future receive, warranty or product liability claims that may require us to make significant
expenditures to defend these claims or pay damage awards. In the event of a successful warranty claim, we may also incur costs if
we compensate the affected network operator or service provider. Such claims may require a significant amount of time and expense
to resolve and defend against, and could also harm our reputation by calling into question the quality of our products. We also may
incur costs and expenses relating to a recall of one or more of our products. The process of identifying recalled products that have
been widely distributed may be lengthy and require significant resources and we may incur significant replacement costs, contract
damage claims and harm to our reputation.
Our customers and the users of our products may expect us to indemnify them against claims for intellectual property
infringement, defective products and other losses.
Our customers, users and other parties may expect us to indemnify them for losses incurred in connection with our products,
including as a result of intellectual property infringement, defective products, and security vulnerabilities, even if our agreements
with them do not require us to provide this indemnification. In some instances, we may decide to defend and indemnify them,
irrespective of whether we believe that we have an obligation to do so. The expenses associated with providing indemnification can
be substantial. We may also reject demands for indemnification, which may lead to disputes with a customer or other party and may
negatively impact our relationships with them.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial condition or
results of operations or safeguard our assets.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with other
controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties
encountered in their implementation, could cause us to fail to meet our reporting obligations, and prevent us from producing
accurate and timely financial statements to manage our business. If we fail to do so, our business could be negatively affected and
our independent registered public accounting firm may be unable to attest to the fair presentation of our Consolidated Financial
Statements included elsewhere in our Annual Report on Form 10-K in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) and the effectiveness of our internal control over financial reporting, as required by Section
404 of the Sarbanes-Oxley Act. If we cannot provide reliable financial reports and effectively prevent fraud, our reputation and
results of operations could be harmed. Even effective internal controls have inherent limitations, including the possibility of human
error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable
assurance with respect to the preparation and fair presentation of financial statements. The preparation of Consolidated Financial
Statements also requires us to make estimates and assumptions. We base our estimates on historical experience and other
assumptions that we believe are reasonable under the circumstances. To the extent that there are differences between our estimates
and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be
affected. Additionally, as the COVID-19 pandemic continues to develop, many of our estimates could require increased judgment
and carry a higher degree of variability and volatility. As events continue to evolve our estimates may change materially in future
periods. In addition, projections of any evaluation of effectiveness of internal control over financial reporting in future periods are
subject to the risk that the control may become inadequate because of changes in conditions or a deterioration in the degree of
compliance with the policies or procedures. We have in the past and may in the future fail to maintain adequate internal controls.
For example, as reported in the Annual Reports on Form 10-K for the years ended June 30, 2015 and 2016, management of the
Company determined that the Company did not maintain an effective control environment, which contributed to three material
weaknesses in internal control over financial reporting. As described in more detail in our Annual Report on Form 10-K for year
ended June 30, 2017, under Item 9A. “Controls and Procedures”, the Company completed the remediation efforts of such material
47
weakness, completed testing of the controls to address such material weaknesses and concluded that the previously reported material
weaknesses in internal controls over financial reporting have been satisfactorily remediated as of June 30, 2017. Any such failure
(including any failure to implement new or improved controls, difficulties in the execution of such implementation or deterioration
of our current control practices) may result in an inability to prevent fraud, or cause us to fail to meet our reporting obligations. Any
such failures may cause a material adverse effect on our business and financial results, and investor confidence and the market price
of our stock may be adversely affected.
Failure to comply with the FCPA and similar laws could subject us to penalties and other adverse consequences.
We face significant risks if we fail to comply with the Foreign Corrupt Practices Act (“FCPA”) of the United States and other laws
(such as the U.K. Bribery Act of 2010) that prohibit improper payments or offers of payment to foreign governments and their
officials and political parties by us and other business entities acting on our behalf for the purpose of obtaining or retaining business, particularly as our foreign operations, such as in Taiwan, become increasingly important to our business.
In many foreign countries, particularly in countries with developing economies, which represent our principal markets, it may be a
local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA or other laws
and regulations. Although we have implemented a company policy requiring our employees and consultants to comply with the
FCPA and similar laws, there can be no assurance that all of our employees, and agents, as well as those companies to which we
outsource certain of our business operations, will not take actions in violation of our policies, for which we may be ultimately held
responsible. Any violation of FCPA or similar laws could result in severe criminal or civil sanctions and suspension or debarment
from U.S. government contracting, which could have a material and adverse effect on our reputation, business, results of operations
and financial condition.
Our results could be adversely affected by unfavorable tax law changes, an unfavorable government review of our tax returns, or
changes in our geographic earnings mix.
We are subject to periodic audits or other reviews by tax authorities in the jurisdictions in which we conduct our activities. Tax
authorities could challenge our assertions with respect to how we have conducted our business operations as might result in a claim
for larger tax payments from us, including, but not limited to, income and withholding taxes. The expense of defending and
resolving such audits may be significant.
In the ordinary course of our business, there are many instances where the determination of tax implications is uncertain. Our
calculations of income taxes may be based on our interpretations of applicable tax laws in the jurisdictions in which we file. The
final determination of our income tax liabilities may be materially different than what is reflected in our income tax provisions and
accruals.
The legislative bodies in many jurisdictions regularly consider proposed legislation that, if adopted, could affect our tax rate in such
jurisdictions, and the carrying value of our deferred tax assets or our tax liabilities. Multi-jurisdictional changes enacted in response
to the guidelines provided by the Organization for Economic Cooperation and Development (“OECD”) to address base erosion and
profit shifting (“BEPS”), and additional amendments or guidance regarding comprehensive U.S. tax reform, among other things,
may change certain U.S. tax rules impacting the way U.S. multinationals are taxed, increase tax uncertainty and adversely impact
our provision for income taxes.
As a global company, we conduct operations in multiple jurisdictions, and therefore our effective tax rate is influenced by the
amounts of income and expense attributed to each such jurisdiction and the amount and type of presence in each such jurisdiction. If
such amounts were to change so as to increase the amounts of our net income subject to taxation in higher tax jurisdictions, or if we
were to increase our operations in jurisdictions assessing relatively higher tax rates, our effective tax rate could be adversely
affected. Additionally, withholding taxes vary by jurisdiction and any changes to our operations in each jurisdiction could result in
greater taxation to the company. A number of factors may affect our future effective tax rates including, but not limited to:
• the interpretation of country-by-country reports and outcome of discussions with various tax authorities regarding
intercompany transfer pricing arrangements;
• changes that involve Ubiquiti’s supply chain outside of the United States;
• changes in the composition of earnings in countries or states with differing tax rates;
• the resolution of issues arising from tax audits with various tax authorities,
• changes to tax laws regarding R&D tax credits;
• changes in stock-based compensation; and
• changes in tax law and/or generally accepted accounting principles.
From time to time the United States, foreign and state governments make substantive changes to tax rules and the application of
rules to companies which may impact our taxes on international earnings. We regularly assess the likelihood of favorable or
48
unfavorable outcomes resulting from examinations to determine the adequacy of our provision for income taxes. Although we
believe our tax estimates are reasonable, there can be no assurance that any final determination will not be materially different than
the treatment reflected in our historical income tax provisions and accruals, which could materially and adversely affect our business
results of operations and financial condition.
.
Changes in applicable tax regulations could negatively affect our financial results.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs
Act (the “2017 Tax Act”). A significant portion of our earnings are earned by our subsidiaries outside the U.S. Changes to the
taxation of certain foreign earnings resulting from the 2017 Tax Act, along with the state tax impact of these changes and potential
future cash distributions, may have an adverse effect on our effective tax rate. Furthermore, changes to the taxation of undistributed
foreign earnings could change our future intentions regarding reinvestment of such earnings. Although the accounting for the impact
of the 2017 Tax Act was completed as of December 22, 2018, we are continuing to monitor ongoing changes and ruling updates to
the 2017 Tax Act. There can be no assurance that further changes in the 2017 Tax Act will not materially and adversely affect our
effective tax rate, tax payments, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table provides information with respect to the Company’s share repurchase programs and the activity under the available share repurchase programs during the three months ended September 30, 2021 (in millions, except share and per share amounts):
| Date of Publicly Announced Program | Amount of Publicly Announced Program | Total Number of Shares Purchased as Part of Publicly Announced Programs | Average Price Paid per Share | Total Aggregate Amount Paid | Period of Purchases | Estimated Remaining Balance Available for Share Repurchases under the Program | Expiration date of Program | |||||||||||||||||||||||||||||||||||||
| May 8, 2020 | $500 million | 130,994 | $299.64 | $221.1 | July 7, 2021 - September 30, 2021 | $278.9 | 3/31/2022 | |||||||||||||||||||||||||||||||||||||
Common Stock repurchases activity under the share repurchase program during the three months ended September 30, 2021 was as follows (in thousands, except share and per share amounts):
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Estimated Remaining Balance Available for Share Repurchases | ||||||||||||||||||||||
| July 1, 2021 - July 31, 2021 | 74,426 | $ | 299.63 | 74,426 | $ | 295.8 | ||||||||||||||||||||
| August 1, 2021 -August 31, 2021 | 18,726 | $ | 299.74 | 18,726 | $ | 290.2 | ||||||||||||||||||||
| September 1, 2021 - September 30, 2021 | 37,842 | $ | 299.59 | 37,842 | $ | 278.9 | ||||||||||||||||||||
| Total | 130,994 | $ | 299.64 | 130,994 | $ | 278.9 | ||||||||||||||||||||
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6.
Exhibits
Exhibit Number | Incorporated by Reference from Form | Incorporated by Reference from Exhibit Number | Date Filed | Filed Herewith | ||||||||||||||||||||||
| 31.1 | Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | X | ||||||||||||||||||||||||
| 31.2 | Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | X | ||||||||||||||||||||||||
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350. | X | ||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document | |||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Schema Linkbase Document | |||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document | |||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Labels Linkbase Document | |||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |||||||||||||||||||||||||
| 104 | Cover Page Interactive Date File - (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||
49
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, thereunto duly authorized.
| UBIQUITI INC. | |||||||||||||||||
| Dated: | November 5, 2021 | By: | /s/ Robert J. Pera | ||||||||||||||
| Robert J. Pera | |||||||||||||||||
Chief Executive Officer and Director (Principal Executive Officer) | |||||||||||||||||
| Dated: | November 5, 2021 | By: | /s/ Kevin Radigan | ||||||||||||||
| Kevin Radigan | |||||||||||||||||
Chief Accounting and Finance Officer and Principal Accounting Officer (Principal Financial Officer) | |||||||||||||||||
50
Exhibit Index
Exhibit Number | Incorporated by Reference from Form | Incorporated by Reference from Exhibit Number | Date Filed | Filed Herewith | ||||||||||||||||||||||
| X | ||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document | |||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Schema Linkbase Document | |||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document | |||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Labels Linkbase Document | |||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |||||||||||||||||||||||||
| 104 | Cover Page Interactive Date File - (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||
51