UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 18,
2017
UBIQUITI NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
|
001-35300
(Commission File Number)
|
|
32-0097377
(IRS Employer Identification No.)
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685 Third Avenue, 27th Floor,
New York, NY 10017
(Address
of principal executive offices, including zip code)
|
(646) 780-7958
(Registrant’s telephone number, including area
code)
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N/A
(Former name or former address, if changed since last
report)
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Check
the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging Growth Company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Item 2.02
Results of Operations and
Financial Condition
.
On
September
18, 2017, Ubiquiti Networks, Inc. (the “Company”)
updated its previously issued guidance related to its revenue
results for the Company’s fiscal quarter ending September 30,
2017. The Company expects its revenues for its fiscal quarter
ending September 30, 2017 to range between $240 million and $250
million. The foregoing results are preliminary and subject to
revision based upon the completion of our quarter-end financial
closing process and are not meant to be comprehensive for this
period. Following the completion of our quarter-end financial
closing process and review by our independent registered public
accounting firm, we may report financial results that could differ
from these estimates, and the differences could be
material.
The Company’s Chairman, Chief Executive
Officer and Founder, Robert Pera, will host an Investor Update on
September 26, 2017 at 12:30 p.m. Eastern Time. At the meeting, Mr.
Pera expects to discuss the Company’s strategy and outlook
that was provided, including its guidance of between $1.0 billion
and $1.15 billion in revenue and diluted earnings per share of
between $3.70 and $4.30 for fiscal 2018. The meeting will include
an Investor Relations update from Laura Kiernan, and a question and
answer session. The meeting will be video webcast live on
http://ir.ubnt.com and will be accessible on the Company’s
website following the event.
The information on the
Company’s corporate website is not part of this Current
Report on Form 8-K.
The information
contained in this Section 2.02 shall not be
deemed
“filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that
section. Registration statements or other documents filed with the
Securities and Exchange Commission shall not incorporate this
information by reference, except as otherwise expressly stated in
such filing.
On
March 3, 2017, the Board of Directors of the Company approved a $50
million stock repurchase program (the “March Program”).
During the third and fourth quarters of fiscal 2017 and the first
quarter of fiscal 2018, the Company repurchased an aggregate of $50
million of its common stock under the March Program.
On September 5, 2017, the Board of Directors of
the Company approved a $50 million stock repurchase program (the
“September Program”). The September Program expires on
September 30, 2018. As of September 18, 2017, the Company
had
$
27,628,253.91 available
under the September Program.
On
September 18, 2017, the Board of Directors of the Company approved
an additional $100 million stock repurchase program (the “New
Program”). Under the New Program, the Company may repurchase
up to $100 million of its common stock. The New Program expires on
September 30, 2018. As part of the New Program, shares may be
purchased in open market transactions, including through block
purchases, through privately negotiated transactions, or pursuant
to any trading plan that may be adopted in accordance with Rule
10b5-1 of the Exchange Act. The timing, manner, price and amount of
any repurchases will be determined in the Company’s
discretion and the New Program may be suspended, terminated or
modified at any time for any reason. The New Program does not
obligate the Company to acquire any specific number of shares, and
all open market repurchases will be made in accordance with Rule
10b-18 of the Exchange Act, which sets certain restrictions on the
method, timing, price and volume of open market stock
repurchases.
Forward Looking Statements
Certain
statements in this Current Report on Form 8-K are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Statements other than statements of historical
fact including words such as “look”, "will",
“anticipate”, “believe”,
“estimate”, “expect”, "forecast",
“consider” and “plan” and statements in the
future tense are forward looking statements. The statements in this
Current Report on Form 8-K that could be deemed forward-looking
statements include statements regarding our expectations for our
financial results for the first fiscal quarter of 2018 and full
fiscal year 2018 and any statements or assumptions underlying the
foregoing. Forward-looking statements are subject to certain risks
and uncertainties that could cause our actual future results to
differ materially, or cause a material adverse impact on our
results. Potential risks and uncertainties include, but are not
limited to, fluctuations in our operating results; varying demand
for our products due to the financial and operating condition of
our distributors and their customers, and distributors’
inventory management practices; political and economic conditions
and volatility affecting the stability of business environments,
economic growth, currency values, commodity prices and other
factors that may influence the ultimate demand for our products in
particular geographies or globally; impact of counterfeiting and
our ability to contain such impact; our reliance on a limited
number of distributors; inability of our contract manufacturers and
suppliers to meet our demand; our dependence on Qualcomm Atheros
for chipsets without a short-term alternative; as we move into new
markets competition from certain of our current or potential
competitors who may be more established in such markets; our
ability to keep pace with technological and market developments;
success and timing of new product introductions by us and the
performance of our products generally; our ability to effectively
manage the significant increase in our transactional sales volumes;
we may become subject to warranty claims, product liability and
product recalls; that a substantial majority of our sales are into
countries outside the United States and we are subject to numerous
U.S. export control and economic sanctions laws; costs related to
responding to government inquiries related to regulatory
compliance; our reliance on the Ubiquiti Community; our reliance on
certain key members of our management team, including our founder
and chief executive officer, Robert J. Pera; adverse tax-related
matters such as tax audits, changes in our effective tax rate or
new tax legislative proposals; whether the final determination of
our income tax liability may be materially different from our
income tax provisions; the impact of any intellectual property
litigation and claims for indemnification; litigation related to
U.S. Securities laws; and economic and political conditions in the
United States and abroad. We discuss these risks in greater detail
under the heading “Risk Factors” and elsewhere in our
Annual Report on Form 10-K for the year ended June 30,
2017, and subsequent filings filed with the U.S. Securities and
Exchange Commission (the “SEC”), which are available at
the SEC's website at www.sec.gov. Copies may also be obtained by
contacting the Ubiquiti Networks Investor Relations Department, by
email at IR@ubnt.com or by visiting the Investor Relations section
of the Ubiquiti Networks website,
http://ir.ubnt.com
.
Given these uncertainties, you should not place undue reliance on
these forward-looking statements. Also, forward-looking statements
represent our management's beliefs and assumptions only as of the
date made. Except as required by law, Ubiquiti Networks undertakes
no obligation to update information contained herein. You should
review our SEC filings carefully and with the understanding that
our actual future results may be materially different from what we
expect.
SIGNATURES
Pursuant to the
requirements of the Exchange Act, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Ubiquiti Networks,
Inc.
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|
|
|
Date
:
September 18, 2017
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By:
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/s/
Robert
J. Pera
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Name:
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Name
:
Robert J. Pera
|
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Title
:
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Chief
Executive Officer
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