ubnt-20231231

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 December 31, 2023


☐			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

UBIQUITI INC.

(Exact name of registrant as specified in its charter)


Delaware						32-0097377
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

685 Third Avenue, 27th Floor, New York, NY 10017

(Address of principal executive offices, Zip Code)

(646) 780-7958

(Registrant’s telephone number, including area code)

N/A

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

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


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

Indicate by check mark whether the registrant (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.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

Table of Contents

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 February 8, 2024, 60,461,192 shares of Common Stock, par value $0.001, were issued and outstanding.

Table of Contents

UBIQUITI INC.

INDEX TO

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023


PART I: FINANCIAL INFORMATION			4
Item 1. Financial Statements			4
Consolidated Balance Sheets			4
Consolidated Statements of Operations and Comprehensive Income			5
Consolidated Statements of Stockholders’ Equity (Deficit)			6
Consolidated Statements of Cash Flows			7
Notes to Consolidated Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures about Market Risk			29
Item 4. Controls and Procedures			29
PART II: OTHER INFORMATION			31
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			54
Item 3. Defaults upon Senior Securities			54
Item 4. Mine Safety Disclosures			54
Item 5. Other Information			54
Item 6. Exhibits			55
Signatures			56

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

UBIQUITI INC.

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)


	December 31, 2023		June 30, 2023
Assets
Current assets:
Cash and cash equivalents	$	97,601	$	114,826
Investments — short-term	61		109
Accounts receivable, net of allowance for doubtful accounts of $225 and $92 at December 31, 2023 and June 30, 2023, respectively	171,417		167,787
Inventories	683,593		737,121
Vendor deposits	134,496		125,227


Prepaid expenses and other current assets	18,565		21,974
Total current assets	1,105,733		1,167,044
Property and equipment, net	84,486		86,845
Operating lease right-of-use assets, net	50,953		57,485
Deferred tax assets	23,459		23,701

Other long-term assets	70,282		71,324
Total assets	$	1,334,913	$	1,406,399
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	92,297	$	154,157
Income taxes payable	9,765		19,309
Debt — short-term	36,508		36,508
Other current liabilities	149,217		141,845
Total current liabilities	287,787		351,819
Income taxes payable — long-term	55,091		74,880
Operating lease liabilities — long-term	39,657		46,052
Debt — long-term	958,132		1,041,381
Deferred tax liability — long-term	226		226
Other long-term liabilities	9,742		7,774
Total liabilities	1,350,635		1,522,132
Commitments and contingencies (Note 9)
Stockholders’ deficit:
Preferred stock—$0.001 par value; 50,000,000 shares authorized; none issued	—		—
Common stock—$0.001 par value; 500,000,000 shares authorized:
60,448,287 and 60,441,896 issued and outstanding as of December 31, 2023 and June 30, 2023, respectively	60		60
Additional paid–in capital	7,403		4,721

Accumulated deficit	(23,185)		(120,514)
Total stockholders’ (deficit)	(15,722)		(115,733)
Total liabilities and stockholders’ deficit	$	1,334,913	$	1,406,399

See accompanying notes to consolidated financial statements (unaudited).

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UBIQUITI INC.

Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended December 31,				Six Months Ended December 31,
	2023		2022		2023		2022
Revenues	$	464,954	$	493,571	$	928,032	$	991,654
Cost of revenues	287,307		296,010		566,510		622,725
Gross profit	177,647		197,561		361,522		368,929
Operating expenses:
Research and development	36,911		33,765		73,194		66,424
Sales, general and administrative	19,634		18,643		38,923		35,339

Total operating expenses	56,545		52,408		112,117		101,763
Income from operations	121,102		145,153		249,405		267,166
Interest expense and other, net	18,262		11,272		39,486		21,923
Income before income taxes	102,840		133,881		209,919		245,243
Provision for income taxes	20,724		21,676		40,053		39,856
Net income and comprehensive income	$	82,116	$	112,205	$	169,866	$	205,387
Net income per share of common stock:
Basic	$	1.36	$	1.86	$	2.81	$	3.40
Diluted	$	1.36	$	1.86	$	2.81	$	3.40
Weighted average shares used in computing net income per share of common stock:
Basic	60,448		60,429		60,447		60,428
Diluted	60,451		60,448		60,451		60,448

See accompanying notes to consolidated financial statements (unaudited).

Table of Contents

UBIQUITI INC.

Consolidated Statements of Stockholders’ Equity (Deficit)

(In thousands, except share data)

(Unaudited)


	Three and Six Months Ended December 31, 2023
	Common Stock			Additional Paid-In Capital		Retained Earnings (Deficit)		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Amount		Amount		Amount
Balance at June 30, 2023	60,441,896	$	60	$	4,721	$	(120,514)	$	(115,733)
Net Income	—	—		—		87,750		87,750


Restricted stock units issued, net of tax withholdings	5,660	—		(313)		—		(313)

Share-based compensation expense	—	—		1,500		—		1,500
Dividends paid on Common Stock ($0.60 per share)	—	—		—		(36,268)

SEC Form 10-Q filed by Ubiquiti Inc.