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| EX-99.1 - INVESTOR PRESENTATION OF THE COMPANY DATED AUGUST 2017 - Ubiquiti Inc. | ex99-1.htm |
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): August 10,
2017
UBIQUITI NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-35300
(Commission File Number)
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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)
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(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 7.01
Regulation FD Disclosure.
On
August 10, 2017, Ubiquiti Networks, Inc. (the
“Company”) will issue an updated investor presentation,
dated August 2017 (the “Investor Presentation”), that
was initially attached as Exhibit 99.1 to the Current Report on
Form 8-K filed by the Company on February 21, 2017. The Company
expects to use the Investor Presentation, in whole or in part, and
possibly with modifications, in connection with presentations by
Company management to investors, analysts and others. A copy of the
Investor Presentation is attached hereto as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
The information on this Current Report on Form
8-K, including Exhibit 99.1, is being furnished and shall not be
deemed to be “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed
incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended (the “Securities
Act”), in each case, whether made before or after the date
hereof, regardless of any general incorporation language in such
filing. Other documents filed with the
Securities and Exchange Commission (the “SEC”) shall
not incorporate this information by reference, except as otherwise
expressly stated in such filing.
By filing this Current Report on Form 8-K and
furnishing the information contained herein, the Company makes no
admission as to the materiality of any information in this report
that is required to be disclosed solely by reason of Regulation
FD. The information contained in the Investor Presentation
is summary information that is intended to be considered in the
context of the Company’s SEC filings and other public announcements
that the Company may make, by press release or otherwise, from time
to time. The Company expressly
disclaims any duty or obligation to publicly update or
revise the information contained in this Current Report on Form 8-K, although it may
do so from time to time as its management believes is warranted.
Any such updating may be made through the filing of other reports
or documents with the SEC, through press releases or through other
public disclosure.
The Investor Presentation is available on the
Company’s website located at http://ir.ubnt.com/,
although the Company reserves the right to discontinue the
availability at any time. The information on the
Company’s corporate website is not part of this Current
Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Investor
Presentation of the Company dated August 2017.*
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*
Exhibit 99.1 hereto
is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act, or otherwise subject to
the liabilities of that section, nor shall Exhibit 99.1 be deemed
incorporated by reference into any filing of the Company under the
Securities Act, in each case, whether made before or after the date
hereof, regardless of any general incorporation language in such
filing, except as expressly set forth in such filing.
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 statements regarding expectations related to
our cash position, expenses, days sales outstanding in accounts
receivable, number of distributors and resellers, shipments, the
roll-out of our consumer retail channel, the introduction of new
consumer products, gross margin, research and development, sales,
financial goals, general and administrative expenses, tax rates,
inventory turns, growth opportunities and rates, demand and long
term global environment for our products, our markets (whether
total or addressable) and market shares for our products, new
products, and financial performance estimates including revenues
and GAAP diluted EPS for the Company’s first fiscal quarter
of 2018 and full fiscal year 2018, 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, 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, 2016, 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 Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Date: August 10,
2017
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Ubiquiti
Networks, Inc
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By:
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/s/ Robert J.
Pera
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Name:
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Robert J. Pera
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Title:
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Chief Executive
Officer
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