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): February 9,
2017
UBIQUITI NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
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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2580 Orchard Parkway, San Jose, CA 95131
(Address of principal executive offices, including zip
code)
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(408) 942-3085
(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))
Item 2.02
Results of Operations and Financial Condition.
On
February 9, 2017, Ubiquiti Networks, Inc. (the
“Company”) issued a press release announcing its
preliminary financial results for the fiscal quarter ended December
31, 2016. A copy of the press release is attached hereto as
Exhibit 99.1.
The Company
hereby furnishes the information relating to its preliminary
financial results for the fiscal quarter ended December 31, 2016
set forth in the press release issued on February 9, 2017 and which
is incorporated herein by reference. This information is not 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.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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99.1
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Press
Release dated February 9, 2017.
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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 fiscal quarter ended December 31, 2016
and statements regarding expectations related to our cash position,
expenses, days sales outstanding in accounts receivable, number of
distributors and resellers, gross margin, research and development,
sales, general and administrative expenses, tax rates, inventory
turns, growth opportunities, demand and long term global
environment for our products, new products, and financial
performance estimates including revenues, GAAP diluted EPS and
non-GAAP diluted EPS for the Company’s fiscal quarter ending
December 31, 2016, 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 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,
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.
Date: February 9,
2017
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Ubiquiti Networks,
Inc.
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By: Name: Title:
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/s/ Robert J.
Pera
Robert J.
Pera
Chief
Executive Officer
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