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8-K - FORM 8-K - Ubiquiti Inc.d436192d8k.htm

Exhibit 99.1

 

LOGO

Contact:

The Abernathy MacGregor Group

Ian Campbell / idc@abmac.com / 213-630-6550

Amy Feng / asf@abmac.com / 213-630-6550

UBIQUITI NETWORKS REPORTS Q1 FISCAL 2013 RESULTS

 

   

New product category revenues up over 24% sequentially

 

   

$23.7 million in net cash provided by operating activities

 

   

Quarterly GAAP Diluted EPS of $0.14 and Non-GAAP Diluted EPS of $0.15

 

   

Improved outlook due to expected revenue recovery of airMAX

San Jose, Calif. — November 8, 2012 — Ubiquiti Networks, Inc. (NASDAQ:UBNT), a next-generation communications technology company, today announced results for the first quarter of fiscal 2013, ended September 30, 2012.

For the first quarter of fiscal 2013, Ubiquiti reported revenues of $61.5 million, a decrease of 22% compared to revenues of $79.2 million for the same period the prior year.

For the first quarter of fiscal 2013, GAAP net income was $13.2 million, a decrease of 39% compared to GAAP net income of $21.5 million for the same period the prior year. Non-GAAP net income was $13.6 million, a decrease of 37% compared to $21.7 million for the same period last year.

The following table reconciles GAAP net income to non-GAAP net income and weighted-average shares used in computing net income per share of common stock-diluted to weighted-average shares used in computing non-GAAP Diluted EPS:

 

    Three Months Ended September 30,  
    2012     2011  
    (in thousands, except per share data)
(unaudited)
 

Net income

  $ 13,179      $ 21,493   

Stock-based compensation, net of taxes

    393        211   
 

 

 

   

 

 

 

Non-GAAP net income

  $ 13,572      $ 21,704   
 

 

 

   

 

 

 

Weighted-average shares used in computing net income per share of common stock- diluted

    92,925        62,717   

Weighted-average dilutive effect of stock options and restricted stock units

    —          3,877   

Weighted-average shares of Series A preferred shares outstanding

    —          26,873   
 

 

 

   

 

 

 

Weighted-average shares used in computing non-GAAP diluted EPS (1)

    92,925        93,467   
 

 

 

   

 

 

 

Non-GAAP diluted EPS (1)

  $ 0.15      $ 0.23   
 

 

 

   

 

 

 

 

(1) Non-GAAP Diluted EPS is calculated using non-GAAP net income excluding stock-based compensation, net of taxes and weighted-average shares outstanding as if Series A preferred stock is treated as common stock for the periods presented.

“Profitability, although down, has still remained strong with a 27% operating margin, $0.15 earnings per share, and approximately $14 million of non-GAAP net-income, reflecting the robust fundamentals of our strong business model. We have made significant legal and operational infrastructure improvements that

 

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have resulted in a series of anti-counterfeit success, decreased lead times, and a return of stronger order flow,” said Robert J. Pera, Founder and Chief Executive Officer of Ubiquiti Networks. “Ubiquiti is not just about our AirMax wireless Internet distribution system. With our new product categories now accounting for 25% of our business, and up approximately 500% year over year, we are a fully diversified Internet Protocol technology platforms company with exciting solutions for Wireless LAN (UniFi), Video Surveillance (AirVision), AirFiber (microwave backhaul), mFi (machine to machine communications), and EdgeMax (advanced routing). This company has a history of demonstrating an extraordinary ability to dynamically evolve and conquer challenges. And to this end, we have made fundamental changes to our infrastructure to ensure our long-term success.”

The Company also announced that its Chief Financial Officer, John Ritchie, plans to leave the Company to pursue other opportunities. The Company has initiated a search for a new CFO. Mr. Ritchie plans to remain with the Company through December 31, 2012 to ensure a seamless transition.

“I would like to extend my sincere thanks to John for his contributions to Ubiquiti and we wish him all the best in the future,” said Pera.

Recent Highlights

 

   

In September, the Company released EdgeMax, a price/performance disruptive software and systems routing platform, offering what the company believes to be the world’s first sub-$100 router technology with greater than 1 million packet-per-second processing performance packed with powerful routing features.

 

   

In October, AirFiber, the Company’s microwave backhaul solution, won the 2012 Wireless Internet Provider Association product of the year award.

 

   

AirVision, the Company’s IP video surveillance platform has been re-architected and vastly upgraded with the release of the Company’s AirVision 2.0 NVR and management software.

Business Outlook

Ubiquiti currently believes the demand environment in its end markets supports the following forecast for the Company’s fiscal second quarter ending December 31, 2012:

 

   

Revenues of $70 million to $78 million

 

   

GAAP Diluted EPS of $0.18 to $0.21

 

   

Non-GAAP Diluted EPS of $0.17 to $0.20

Conference Call

Ubiquiti Networks will discuss the Company’s financial results by conference call at 2:00 p.m. PDT today. Instructions for listening to the conference call over the Web are available on the investor relations portion of UBIQUITI NETWORKS’s website at www.ubnt.com.

About Ubiquiti Networks

Ubiquiti Networks is a next-generation communications technology company bridging the digital divide between emerging and developed markets by fundamentally changing the economics and complexity of deploying high performance networking solutions in underserved and underpenetrated markets globally. Our

 

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technology platforms focus on delivering industry-leading performance, compelling price-performing characteristics and an unparalleled user experience. For more information visit http://www.ubnt.com/.

Use of Non-GAAP Financial Information

To supplement our condensed consolidated financial results prepared under generally accepted accounting principles, or GAAP, we use non-GAAP measures of net income and earnings per diluted share that are adjusted to exclude certain recurring costs, expenses and gains such as stock based compensation expense and the tax effects of these non-GAAP adjustments. In addition, our non-GAAP adjustments present shares of Series A preferred stock as if these shares had been converted to common stock throughout the periods presented. Reconciliations of the adjustments to GAAP results for the three months ended September 30, 2012 and 2011 are provided below. In addition, an explanation of the ways in which management uses non-GAAP financial information to evaluate its business, the substance behind management’s decision to use this non-GAAP financial information, the material limitations associated with the use of non-GAAP financial information, the manner in which management compensates for those limitations, and the substantive reasons management believes that this non-GAAP financial information provides useful information to investors is included under “About our Non-GAAP Net Income and Adjustments” after the tables below.

These non-GAAP measures are not in accordance with or an alternative to GAAP and may be materially different from other non-GAAP measures, including similarly titled non-GAAP measures, used by other companies. The presentation of this additional information should not be considered in isolation from, as a substitute for, or superior to, net income or earnings per diluted share prepared in accordance with GAAP.

Safe Harbor for Forward Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements other than statements of historical fact including words such as “look”, “anticipate”, “believe”, “estimate”, “expect”, “consider” and “plan” and statements in the future tense are forward looking statements. The statements in this press release that could be deemed forward-looking statements include statements regarding growth prospects, market positioning, potential of new technology platforms, effect of anti-counterfeit manufacturing processes, short and long term opportunities, and any statements or assumptions underlying any of 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, distributors inventory management practices and general economic conditions; impact of counterfeiting and our ability to contain that; 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; if we fail 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 and 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, 2012 and other 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 Ubiquiti Networks’ Investor Relations Department, or by email at investor.relations@ubnt.com or Ubiquiti Networks’ Investor Relations website at www.ubnt.com.

 

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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. Ubiquiti Networks undertakes no obligation to update information contained in this press release. You should review our SEC filings carefully and with the understanding that our actual future results may be materially different from what we expect.

 

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Ubiquiti Networks Inc.

Condensed Consolidated Statement of Operations

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended September 30,  
     2012     2011  

Revenues

   $ 61,535      $ 79,167   

Cost of revenues

     36,515        46,154   
  

 

 

   

 

 

 

Gross profit

     25,020        33,013   
  

 

 

   

 

 

 

Operating expenses:

    

Research and development

     4,711        3,369   

Sales, general and administrative

     4,534        2,144   
  

 

 

   

 

 

 

Total operating expenses

     9,245        5,513   
  

 

 

   

 

 

 

Income from operations

     15,775        27,500   

Interest expense and other, net

     (86 )     (634
  

 

 

   

 

 

 

Income before provision for income taxes

     15,689        26,866   

Provision for income taxes

     2,510        5,373   
  

 

 

   

 

 

 

Net income

   $ 13,179      $ 21,493   
  

 

 

   

 

 

 

Preferred stock cumulative dividend and accretion of cost of preferred stock

     —          (102,727
  

 

 

   

 

 

 

Net income (loss) attributable to common stockholders—diluted

   $ 13,179      $ (81,234
  

 

 

   

 

 

 

Net income (loss) per share of common stock:

    

Basic

   $ 0.14      $ (1.30
  

 

 

   

 

 

 

Diluted

   $ 0.14      $ (1.30
  

 

 

   

 

 

 

Weighted average shares used in computing net income (loss) per share of common stock:

    

Basic

     90,970        62,717   
  

 

 

   

 

 

 

Diluted

     92,925        62,717   
  

 

 

   

 

 

 

 

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Ubiquiti Networks Inc.

Reconciliation of GAAP Net Income to Non-GAAP Net Income

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended September 30,  
     2012     2011  

Net income

   $ 13,179      $ 21,493   

Stock-based compensation:

    

Cost of revenues

     81        6   

Research and development

     266        116   

Sales, general and administrative

     309        229   

Tax effect of stock-based compensation

     (263     (140
  

 

 

   

 

 

 

Non-GAAP net income

   $ 13,572      $ 21,704   
  

 

 

   

 

 

 

Non-GAAP diluted EPS (1)

   $ 0.15      $ 0.23   
  

 

 

   

 

 

 

Weighted-average shares used in non-GAAP diluted EPS (1)

     92,925        93,467   
  

 

 

   

 

 

 

 

(1) Non-GAAP Diluted EPS is calculated using non-GAAP net income excluding stock-based compensation, net of taxes and weighted-average shares outstanding as if Series A preferred stock is treated as common stock for the periods presented.

Ubiquiti Networks, Inc.

Reconciliation of Weighted-Average Shares Used in Computing Net Income (Loss) Per Share of Common Stock-Diluted to Weighted-Average Shares Used In Computing Non-GAAP Diluted EPS

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended September 30,  
     2012      2011  

Weighted-average shares used in computing net income(loss) per share of common stock- diluted

     92,925         62,717   

Add back:

     

Weighted-average dilutive effect of stock options and restricted stock units

     —           3,877   

Weighted-average shares of Series A preferred shares outstanding

     —           26,873   
  

 

 

    

 

 

 

Weighted-average shares used in computing non-GAAP diluted EPS

     92,925         93,467   
  

 

 

    

 

 

 

 

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Ubiquiti Networks Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

(Unaudited)

 

     September 30,
2012
    June 30,
2012(1)
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 132,486      $ 122,060   

Accounts receivable, net

     60,877        75,644   

Inventories

     7,632        7,734   

Current deferred tax asset

     882        882   

Prepaid expenses and other current assets

     2,428        1,577   
  

 

 

   

 

 

 

Total current assets

     204,305        207,897   

Property and equipment, net

     5,042        4,471   

Long-term deferred tax asset

     232        232   

Other long–term assets

     1,577        1,136   
  

 

 

   

 

 

 

Total assets

   $ 211,156      $ 213,736   
  

 

 

   

 

 

 

Liabilities, Convertible Preferred Stock and Stockholders’ Deficit

    

Current liabilities:

    

Accounts payable

   $ 25,465      $ 26,450   

Customer deposits

     384        235   

Deferred revenues

     798        805   

Income taxes payable

     3,284        946   

Debt – short-term

     5,008        6,968   

Other current liabilities

     10,031        17,031   
  

 

 

   

 

 

 

Total current liabilities

     44,970        52,435   

Long–term taxes payable

     7,727        7,727   

Debt – long-term

     44,843        22,623   
  

 

 

   

 

 

 

Total liabilities

     97,540        82,785   
  

 

 

   

 

 

 

Stockholders’ deficit:

    

Common stock

     89        92   

Additional paid–in capital

     129,725        128,981   

Treasury stock

     (100,770     (69,515

Retained earnings

     84,572        71,393   
  

 

 

   

 

 

 

Total stockholders’ deficit

     113,616        130,951   
  

 

 

   

 

 

 

Total liabilities, convertible preferred stock and stockholders’ deficit

   $ 211,156      $ 213,736   
  

 

 

   

 

 

 

 

(1) Derived from audited consolidated statements as of and for the year ended June 30, 2012.

 

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Ubiquiti Networks Inc.

Revenue by Product Category and Geographical Area

(In thousands)

(Unaudited)

 

     Three Months Ended September 30,  
     2012      2011  

Revenue by Product Category

     

AirMax

   $ 32,057       $ 49,835   

New platforms

     15,628         2,734   

Other systems

     3,784         12,765   
  

 

 

    

 

 

 

Total systems

     51,469         65,334   

Embedded radio

     1,714         3,225   

Antennas/other

     8,352         10,608   
  

 

 

    

 

 

 

Total revenues

   $ 61,535       $ 79,167   
  

 

 

    

 

 

 

Revenue by Geographical Area

     

North America

   $ 20,361       $ 24,941   

South America

     10,243         19,835   

Europe, the Middle East and Africa

     23,144         24,783   

Asia Pacific

     7,787         9,608   
  

 

 

    

 

 

 

Total revenues

   $ 61,535       $ 79,167   
  

 

 

    

 

 

 

 

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About our Non-GAAP Net Income and Adjustments

Use of Non-GAAP Financial Information

To supplement our condensed consolidated financial results prepared under generally accepted accounting principles, or GAAP, we use non-GAAP measures of net income and earnings per diluted share that are GAAP net income and GAAP earnings per diluted share adjusted to exclude certain recurring costs, expenses and gains.

We believe that the presentation of non-GAAP net income and non-GAAP earnings per diluted share provides important supplemental information regarding non-cash expenses, significant recurring items that we believe are important to understanding our financial, and business trends relating to our financial condition and results of operations. Non-GAAP net income and non-GAAP earnings per diluted share are among the primary indicators used by management as a basis for planning and forecasting future periods and by management and our board of directors to determine whether our operating performance has met specified targets and thresholds. Management uses non-GAAP net income and non-GAAP earnings per diluted share when evaluating operating performance because it believes that the exclusion of the items described below, for which the amounts and/or timing may vary significantly depending upon the Company’s activities and other factors, facilitates comparability of the Company’s operating performance from period to period. We have chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use this information in their assessment of our business and the valuation of our Company.

Use and Economic Substance of Non-GAAP Financial Measures used by Ubiquiti Networks

We compute non-GAAP net income and non-GAAP diluted earnings per share by adjusting GAAP net income and GAAP earnings per diluted share to remove the impact of recurring stock-based compensation expense and the tax effect of these adjustments. In addition, our non-GAAP diluted earnings per share is calculated using weighted-average shares outstanding as if Series A preferred stock outstanding had been converted to common stock throughout the periods presented. Examples of items excluded from net income are:

 

   

Recurring charges and gains, including:

 

   

Stock-based compensation expense is recognized in accordance with FASB Accounting Standards Codification, Topic 718, Stock Compensation.

 

   

Tax effect of non-GAAP adjustments. After adjusting to exclude the items described above, we apply the principles of ASC 740, Income Taxes, to estimate the non-GAAP income tax provision.

Usefulness of Non-GAAP Financial Information to Investors

These non-GAAP measures are not in accordance with or an alternative to GAAP and may be materially different from other non-GAAP measures, including similarly titled non-GAAP measures, used by other companies. The presentation of this additional information should not be considered in isolation from, as a substitute for, or superior to, net income or earnings per diluted share prepared in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect certain items that may have a material impact upon our reported financial results. We expect to continue to incur expenses of a nature similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP net income and non-GAAP earnings per diluted share should not be construed as an inference that these costs are unusual, infrequent or non-recurring.

For more information on the non-GAAP adjustments, please see the tables captioned “Reconciliation of GAAP Net Income to non-GAAP Net Income” and “Reconciliation of Weighted-Average Shares Used in Computing Net Income (Loss) Per Share of Common Stock-Diluted to Weighted-Average Shares Used In Computing Non-GAAP Diluted EPS” included in this press release.

 

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