Ubiquiti Networks ®
Ubiquiti Networks, Inc. (Form: 10-Q, Received: 05/07/2015 16:46:20)
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
OR
 
¨
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 NETWORKS, 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.)
2580 Orchard Parkway, San Jose, CA 95131
(Address of principal executive offices, Zip Code)
(408) 942-3085
(Registrant’s telephone number, including area code)
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   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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   x     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer, large accelerated filer, and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
 
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [x]
As of May 4, 2015 , 88,001,367 shares of Common Stock, par value $0.001, were issued and outstanding.


Table of Contents

UBIQUITI NETWORKS, INC.
INDEX TO
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2015
 
 
 
Page
 
PART I – FINANCIAL INFORMATION
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
PART II – OTHER INFORMATION
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 


2

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements
UBIQUITI NETWORKS, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)  
 
March 31, 2015
 
June 30, 2014
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
451,159

 
$
347,097

Accounts receivable, net of allowance for doubtful accounts of $1,071 and $1,395 at March 31, 2015 and June 30, 2014, respectively
69,908

 
54,871

Inventories
41,717

 
46,349

Current deferred tax asset
797

 
884

Prepaid income taxes
7,394

 
3,256

Prepaid expenses and other current assets
30,216

 
13,267

Total current assets
601,191

 
465,724

Property and equipment, net
14,759

 
7,260

Long-term deferred tax asset
1,100

 
1,255

Other long–term assets
2,235

 
1,912

Total assets
$
619,285

 
$
476,151

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
48,662

 
$
33,933

Income taxes payable
787

 
2,499

Debt - short-term
10,000

 

Other current liabilities
14,930

 
15,883

Total current liabilities
74,379

 
52,315

Long-term taxes payable
18,532

 
15,346

Debt - long-term
90,000

 
72,254

Deferred revenues - long-term
997

 
972

Total liabilities
183,908

 
140,887

Commitments and contingencies (Note 8)

 

Stockholders’ equity:
 
 
 
Preferred stock—$0.001 par value; 50,000,000 shares authorized; none issued

 

Common stock—$0.001 par value; 500,000,000 shares authorized:
 
 
 
87,968,963 and 88,179,448 outstanding at March 31, 2015 and June 30, 2014, respectively
88

 
88

Additional paid–in capital
11,996

 
145,872

Treasury stock—0 and 44,238,960 shares held in treasury at March 31, 2015 and June 30, 2014, respectively

 
(123,864
)
Retained earnings
423,293

 
313,168

Total stockholders’ equity
435,377

 
335,264

Total liabilities and stockholders’ equity
$
619,285

 
$
476,151

See notes to condensed consolidated financial statements.

3


UBIQUITI NETWORKS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income
(In thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
2015
 
2014
 
2015
 
2014
Revenues
$
147,456

 
$
148,331

 
$
450,680

 
$
416,457

Cost of revenues
81,479

 
82,719

 
254,631

 
231,851

Gross profit
65,977

 
65,612

 
196,049

 
184,606

Operating expenses:
 
 
 
 
 
 
 
Research and development
15,236

 
9,413

 
39,893

 
23,807

Sales, general and administrative
5,510

 
6,064

 
16,568

 
17,648

Total operating expenses
20,746

 
15,477

 
56,461

 
41,455

Income from operations
45,231

 
50,135

 
139,588

 
143,151

Interest expense and other, net
(763
)
 
(283
)
 
(804
)
 
(778
)
Income before provision for income taxes
44,468

 
49,852

 
138,784

 
142,373

Provision for income taxes
3,331

 
4,653

 
13,639

 
14,854

Net income and comprehensive income
$
41,137

 
$
45,199

 
$
125,145

 
$
127,519

Net income per share of common stock:
 
 
 
 
 
 
 
Basic
$
0.47

 
$
0.51

 
$
1.42

 
$
1.45

Diluted
$
0.46

 
$
0.50

 
$
1.40

 
$
1.42

Weighted average shares used in computing net income per share of common stock:
 
 
 
 
 
 
 
Basic
87,904

 
87,901

 
88,115

 
87,656

Diluted
89,400

 
89,775

 
89,707

 
89,667

Cash dividends declared per common share
$

 
$

 
$
0.17

 
$

See notes to condensed consolidated financial statements.


4


UBIQUITI NETWORKS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)  
 
Nine Months Ended March 31,
 
2015
 
2014
Cash Flows from Operating Activities:
 
 
 
Net income
$
125,145

 
$
127,519

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
3,178

 
2,038

Provision for inventory obsolescence
1,580

 
2,045

Deferred taxes
242

 
1,989

Excess tax benefit from employee stock-based awards
(1,579
)
 
(5,279
)
Stock-based compensation
4,179

 
3,630

Other adjustments
2,706

 
(384
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(15,143
)
 
(12,988
)
Inventories
3,458

 
(52,169
)
Deferred cost of revenues
1,279

 
(82
)
Prepaid income taxes
(4,138
)
 
(5,052
)
Prepaid expenses and other assets
(20,738
)
 
(8,335
)
Accounts payable
14,813

 
10,136

Income taxes payable
3,053

 
4,022

Deferred revenues
(1,719
)
 
595

Accrued liabilities and other
28

 
(2,151
)
Net cash provided by operating activities
116,344

 
65,534

Cash Flows from Investing Activities:
 
 
 
Purchase of property and equipment and other long-term assets
(10,817
)
 
(3,244
)
Net cash used in investing activities
(10,817
)
 
(3,244
)
Cash Flows from Financing Activities:
 
 
 
Issuances of debt
100,000

 

Repayments of debt
(72,254
)
 
(3,750
)
Repurchases of common stock
(15,000
)
 

Payment of common stock dividend
(15,020
)
 

Proceeds from exercise of stock options
850

 
1,783

Excess tax benefit from employee stock-based awards
1,579

 
5,279

Tax withholdings related to net share settlements of restricted stock units
(1,620
)
 
(1,758
)
Net cash provided by (used in) financing activities
(1,465
)
 
1,554

Net increase in cash and cash equivalents
104,062

 
63,844

Cash and cash equivalents at beginning of period
347,097

 
227,826

Cash and cash equivalents at end of period
$
451,159

 
$
291,670

See notes to condensed consolidated financial statements.

5


UBIQUITI NETWORKS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1—BUSINESS AND BASIS OF PRESENTATION
Business — Ubiquiti Networks, Inc. was incorporated in the State of California in 2003 as Pera Networks, Inc. In 2005 the Company changed its name to Ubiquiti Networks, Inc. and commenced its current operations. In June 2010, the Company was re-incorporated in Delaware.
Ubiquiti Networks, Inc. and its wholly owned subsidiaries (collectively, “Ubiquiti” or the “Company”) develop high performance networking technology for service providers and enterprises.
The Company operates on a fiscal year ending June 30. In this Quarterly Report, the fiscal year ending June 30, 2015 is referred to as “fiscal 2015 ” and the fiscal year ended June 30, 2014 is referred to as “fiscal 2014 .”
Basis of Presentation — The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) related to interim financial statements based on applicable Securities and Exchange Commission (“SEC”) rules and regulations. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. This information reflects all adjustments, which are, in the opinion of the Company, of a normal and recurring nature and necessary to state fairly the statements of financial position, results of operations and cash flows for the dates and periods presented. The June 30, 2014 balance sheet was derived from the audited financial statements as of that date. All significant intercompany transactions and balances have been eliminated. The Company has reclassified certain amounts reported in the previous period to conform to the current period presentation.
These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended June 30, 2014 , included in its Annual Report on Form 10-K, as filed on August 22, 2014, with the SEC (the “Annual Report”). The results of operations for the three and nine months ended March 31, 2015 , are not necessarily indicative of the results to be expected for any future periods.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies are disclosed in its audited consolidated financial statements for the year ended June 30, 2014 included in the Annual Report. Except as noted below, there have been no changes to the Company's significant accounting policies as discussed in the Annual Report.
Capitalized Software Development Costs
The Company capitalizes certain costs of software developed for internal use. Capitalized costs primarily include payroll and payroll-related costs and facilities costs. The cost of internally developed software is amortized on a straight-line basis over its estimated useful life, typically three ( 3 ) to five ( 5 ) years. During the three and nine months ended March 31, 2015 , the Company capitalized $1.5 million and $3.0 million of software development costs, respectively, which is included as property and equipment in the Company's balance sheet as of March 31, 2015 .
Recent Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board, or FASB, issued a new accounting standard update on revenue from contracts with customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

An entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative information is required about contracts with customers, significant judgments and any assets recognized from the costs to

6


obtain or fulfill a contract. The guidance will be effective for annual and interim reporting periods beginning after December 15, 2016. However, in April 2015, the FASB issued a proposal to defer the effective date by one year, to December 15, 2017, to provide adequate time to effectively implement the new standard. The Company is currently assessing the impact of this new guidance.

In April 2015, the FASB issued an accounting standard update on simplifying the presentation of debt issuance costs. The updated guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the updated guidance. The guidance will be effective for the Company beginning July 1, 2016. The guidance will result only in a reclassification on the Company's balance sheet and is not expected to have any effect on the Company's operating results.
NOTE 3—FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant to the accounting guidance for fair value measurements and its subsequent updates, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The accounting guidance establishes a three-tier fair value hierarchy that requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value hierarchy prioritizes the inputs into three levels that may be used in measuring fair value as follows:
Level 1 —observable inputs which include quoted prices in active markets for identical assets or liabilities.
Level 2 —inputs which include observable inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
Level 3 —inputs which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.
For certain of the Company’s financial instruments, including accounts receivable and accounts payable, the carrying amounts approximate fair value due to their short maturities. Additionally, as of March 31, 2015 , we held $392.3 million of our $451.2 million of cash and cash equivalents in accounts of our subsidiaries outside of the United States and we would incur significant tax liabilities if we were to repatriate those amounts.
At March 31, 2015 and June 30, 2014 the Company had debt associated with its Amended Credit Agreement and Original Credit Agreement, respectively, with Wells Fargo Bank (See Note 7). The fair value of the Company’s debt was estimated based on the current rates offered to the Company for debt with similar terms and remaining maturities and was Level 2 measurement.
As of March 31, 2015 and June 30, 2014 , the fair value hierarchy of the Company’s debt carried at historical cost was as follows (in thousands):
 
March 31, 2015
 
June 30, 2014
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
Debt
$
100,000

 
$

 
$
100,000

 
$

 
$
72,254

 
$

 
$
72,254

 
$








7


NOTE 4—EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data):
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
2015

2014
 
2015
 
2014
Numerator:

 
 
Net income and comprehensive income
$
41,137

 
$
45,199

 
$
125,145

 
$
127,519

Denominator:

 
 
Weighted-average shares used in computing basic net income per share
87,904

 
87,901

 
88,115

 
87,656

Add—dilutive potential common shares:



 
 
 
 
Stock options
1,367


1,646

 
1,417

 
1,754

Restricted stock units
129


228

 
175

 
257

Weighted-average shares used in computing diluted net income per share
89,400


89,775

 
89,707

 
89,667

Net income per share of common stock:

 
 
Basic
$
0.47


$
0.51

 
$
1.42

 
$
1.45

Diluted
$
0.46


$
0.50

 
$
1.40

 
$
1.42


The Company excludes potentially dilutive securities from its diluted net income per share calculation when their effect would be antidilutive to net income per share amounts.  The following table summarizes the total potential shares of common stock that were excluded from the diluted per share calculation, because to include them would have been anti-dilutive for the period (in thousands):
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
2015
 
2014
 
2015
 
2014
Stock options
1

 

 

 

Restricted stock units
101

 
6

 
5

 
85

 
102

 
6

 
5

 
85

NOTE 5—BALANCE SHEET COMPONENTS
Inventories
Inventories consisted of the following (in thousands):
 
March 31, 2015

June 30, 2014
Finished goods
$
39,865

 
$
45,881

Raw materials
1,852

 
468

 
$
41,717

 
$
46,349


Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
 
March 31, 2015
 
June 30, 2014
Vendor deposits
$
25,850

 
$
8,043

Other current assets
4,366

 
5,224

 
$
30,216

 
$
13,267









8


Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
 
March 31, 2015
 
June 30, 2014
Testing equipment
$
4,704

 
$
3,785

Computer and other equipment
4,230

 
1,019

Tooling equipment
3,633

 
2,898

Furniture and fixtures
1,211

 
973

Leasehold improvements
4,779

 
3,173

Software
2,715

 
521

Construction in progress
1,500

 

 
22,772

 
12,369

Less: Accumulated depreciation and amortization
(8,013
)
 
(5,109
)
 
$
14,759

 
$
7,260


Other Current Liabilities
Other current liabilities consisted of the following (in thousands):
 
March 31, 2015
 
June 30, 2014
Accrued compensation and benefits
$
2,448

 
$
3,432

Warranty accrual
3,150

 
2,850

Deferred revenue - short term
2,474

 
4,218

Customer deposits
489

 
1,834

Other accruals
6,369

 
3,549

 
$
14,930

 
$
15,883

NOTE 6—ACCRUED WARRANTY
The Company offers warranties on certain products, generally for a period of one year, and records a liability for the estimated future costs associated with potential warranty claims. The warranty costs are reflected in the Company’s consolidated statement of operations within cost of revenues. The warranties are typically in effect for 12 months from the distributor’s purchase date of the product. The Company’s estimate of future warranty costs is largely based on historical factors including product failure rates, material usage, and service delivery cost incurred in replacing products. In certain circumstances, the Company may have recourse from its contract manufacturers for replacement cost of defective products, which it also factors into its warranty liability assessment.


Warranty obligations, included in other current liabilities, were as follows (in thousands):
 
Nine Months Ended March 31,
 
2015
 
2014
Beginning balance
$
2,850

 
$
2,913

Accruals for warranties issued during the period
3,253

 
3,287

Warranty costs incurred during the period
(2,953
)
 
(3,250
)
 
$
3,150

 
$
2,950

NOTE 7—DEBT
On August 7, 2012, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with U.S. Bank, as syndication agent, and East West Bank, as administrative agent for the lenders party to the Loan Agreement. The Loan Agreement provided for (i) a $50.0 million revolving credit facility, with a $5.0 million sublimit for the issuance of letters of credit and a $5.0 million sublimit for the making of swingline loan advances, and (ii) a $50.0 million term loan facility.

On May 5, 2014, the Company and certain of its subsidiaries entered into a credit agreement (the “Original Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), the financial institutions named as lenders therein, and Wells

9


Fargo as administrative agent for the lenders, that provided for a $150.0 million senior secured revolving credit facility, with an option to request an increase in the amount of the credit facility by up to an additional $50.0 million (any such increase to be in each lender’s sole discretion).

On March 3, 2015, the Company and Ubiquiti International Holding Company Limited (the “Cayman Borrower”) amended and restated the Original Credit Agreement (the "Amended Credit Agreement") with Wells Fargo, the other financial institutions named as lenders therein, and Wells Fargo as administrative agent for the lenders. The Amended Credit Agreement provides for a $200.0 million senior secured revolving credit facility and a $100.0 million senior secured term loan facility (collectively, the "Facilities"), with an option to request increases in the amounts of such credit facilities by up to an additional $50.0 million in the aggregate (any such increase to be in each lender's sole discretion), and matures on March 3, 2020. The term loan facility was fully drawn at closing, $72.3 million of which was used to repay the outstanding balance under the Original Credit Agreement.

The revolving credit facility includes a sub-limit of $10.0 million for letters of credit and a sub-limit of $25.0 million for swingline loans. The Facilities replaced the Company's $150.0 million senior secured revolving credit facility under the Original Credit Agreement. The Facilities are available for working capital and general corporate purposes that comply with the terms of the Amended Credit Agreement. Under the Amended Credit Agreement, revolving loans and swingline loans may be borrowed, repaid and reborrowed until March 3, 2020, at which time all amounts borrowed must be repaid. The term loan is payable in quarterly installments of 2.50% of the original principal amount of the term loan until March 31, 2017, thereafter increasing to 3.75% of the original principal amount of the term loan, in each case plus accrued and unpaid interest. Revolving, swingline and term loans may be prepaid at any time without penalty. Revolving and term loans bear interest, at the Company's option, at either (i) a floating rate per annum equal to the base rate plus a margin of between 0.50% and 1.25% , depending on the Company's leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the applicable LIBOR rate for a specified period, plus a margin of between 1.50% and 2.25% , depending on the Company's leverage ratio as of the most recently ended fiscal quarter. Swingline loans bear interest at a floating rate per annum equal to the base rate plus a margin of between 0.50% and 1.25% , depending on the Company's leverage ratio as of the most recently ended fiscal quarter. Base rate is defined as the greatest of (A) Wells Fargo's prime rate, (B) the federal funds rate plus 0.50% or (C) the applicable LIBOR rate for a period of one month plus 1.00% . A default interest rate shall apply on all obligations during certain events of default under the Amended Credit Agreement at a rate per annum equal to 2.00% above the applicable interest rate. The Company will pay to each lender a facility fee on a quarterly basis based on the unused amount of each lender's commitment to make revolving loans, of between 0.20% and 0.35% , depending on the Company's leverage ratio as of the most recently ended fiscal quarter. The Company will also pay to the applicable lenders on a quarterly basis certain fees based on the daily amount available to be drawn under each outstanding letter of credit, including aggregate letter of credit commissions of between 1.50% and 2.25% , depending on the Company's leverage ratio as of the most recently ended fiscal quarter, and issuance fees of 0.125% per annum. The Company is also obligated to pay Wells Fargo, as agent, fees customary for a credit facility of this size and type.

The Amended Credit Agreement requires the Company to maintain during the term of the Facilities (i) a maximum leverage ratio of 2.50 to 1.00 and (ii) minimum liquidity of $225.0 million , increasing to $250.0 million in the event of an incremental increase in the size of the Facilities, which can be satisfied with unrestricted cash and cash equivalents and up to $50.0 million of availability under the revolving credit facility. In addition, the Amended Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company and its subsidiaries to, among other things, grant liens or enter into agreements restricting their ability to grant liens on property, enter into mergers, dispose of assets, change their accounting or reporting policies, change their business and incur indebtedness, in each case subject to customary exceptions for a credit facility of this size and type. The Amended Credit Agreement includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement.

The obligations of the Company and certain domestic subsidiaries, if any, under the Amended Credit Agreement are required to be guaranteed by such domestic subsidiaries (the "Domestic Guarantors") and are collateralized by substantially all assets (excluding intellectual property) of the Company and the Domestic Guarantors. The obligations of the Cayman Borrower and certain foreign subsidiaries under the Amended Credit Agreement are required to be guaranteed by certain domestic and material foreign subsidiaries (the "Guarantors") and are collateralized by substantially all assets (excluding intellectual property) of the Company and the Guarantors.
No payments were made during the three or nine months ended March 31, 2015 against the term loan balance under the Amended Credit Agreement. During the three and nine months ended March 31, 2014 , the Company made aggregate payments

10


of $1.3 million and $3.8 million , respectively, against the loan balance under the Original Credit Agreement. As of March 31, 2015 , the Company has classified $10.0 million and $90.0 million of short term and long-term debt, respectively, on its consolidated balance sheet related to the Amended Credit Agreement.
The following table summarizes our estimated debt and interest payment obligations as of March 31, 2015 (in thousands):
 
2015 (remainder)
 
2016
 
2017
 
2018
 
2019
 
Thereafter
 
Total
Debt payment obligations
$
2,500

 
$
10,000

 
$
11,250

 
$
15,000

 
$
15,000

 
$
46,250

 
$
100,000

Interest and other payments on debt payment obligations
674

 
2,057

 
1,876

 
1,645

 
1,380

 
812

 
8,444

Total
$
3,174

 
$
12,057

 
$
13,126

 
$
16,645

 
$
16,380

 
$
47,062

 
$
108,444

NOTE 8—COMMITMENTS AND CONTINGENCIES
Operating Leases
Certain facilities and equipment are leased under non-cancelable operating leases. The Company generally pays taxes, insurance and maintenance costs on leased facilities and equipment. The Company leases office space in San Jose, California and other locations under various non-cancelable operating leases that expire at various dates through 2020 .
At March 31, 2015 , future minimum annual payments under operating leases are as follows (in thousands):
 
2015 (remainder)
 
2016
 
2017
 
2018
 
2019
 
Thereafter
 
Total
Operating leases
$
895

 
$
3,860

 
$
2,675

 
$
1,128

 
$
219

 
$
169

 
$
8,946

Purchase Obligations
The Company primarily subcontracts with other companies to manufacture its products. During the normal course of business, the Company’s contract manufacturers procure components based upon orders placed by the Company. If the Company cancels all or part of the orders, it may still be liable to the contract manufacturers for the cost of the components purchased by them to manufacture the Company’s products. The Company periodically reviews the potential liability and to date no significant accruals have been recorded. The Company had inventory purchase obligations of $12.8 million as of March 31, 2015 .
Other Obligations
The Company had other obligations of $4.6 million as of March 31, 2015 , which consisted primarily of commitments related to research and development projects.
Indemnification Obligations
The Company enters into standard indemnification agreements with many of its business partners in the ordinary course of business. These agreements include provisions for indemnifying the business partner against any claim brought by a third party to the extent any such claim alleges that a Company product infringes a patent, copyright or trademark, or violates any other proprietary rights of that third party. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not estimable and the Company has not incurred any material costs to defend lawsuits or settle claims related to these indemnification agreements to date.
Legal Matters
The Company may be involved, from time to time, in a variety of claims, lawsuits, investigations, and proceedings relating to contractual disputes, intellectual property rights, employment matters, regulatory compliance matters and other litigation matters relating to various claims that arise in the normal course of business. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company assesses its potential liability by analyzing specific litigation and regulatory matters using available information. The Company develops its views on estimated losses in consultation with inside and outside counsel, which involves a subjective analysis of potential results and outcomes, assuming various combinations of appropriate litigation and settlement strategies. Taking all of the above factors into account, the Company records an amount where it is probable that the Company will incur a loss and where that loss can be reasonably estimated. However, the Company’s estimates may be incorrect and the Company could ultimately incur more or less than the amounts initially recorded. The Company may also incur significant legal fees, which are expensed as incurred, in defending against these claims.

11


Shareholder Class Action Lawsuits
Beginning on September 7, 2012, two class action lawsuits were filed in the United States District Court for the Northern District of California against Ubiquiti Networks, Inc., certain of its officers and directors, and the underwriters of its initial public offering, alleging claims under U.S. securities laws. On January 30, 2013, the plaintiffs filed an amended consolidated complaint. On March 26, 2014, the court issued an order granting a motion to dismiss the complaint with leave to amend. Following the plaintiffs’ decision not to file an amended complaint, on April 16, 2014, the court ordered the dismissal of the lawsuit with prejudice, and entered judgment in favor of the Company and the other defendants, and against the plaintiffs. On May 15, 2014, the plaintiffs filed a notice of appeal from the judgment of the court. The appeal is ongoing before the U.S. Court of Appeals for the Ninth Circuit. There can be no assurance that the Company will prevail in the appeal proceeding. The Company cannot currently estimate the possible loss, if any, that it may experience in connection with this litigation.
NOTE 9—COMMON STOCK AND TREASURY STOCK
As of March 31, 2015 and June 30, 2014 , the authorized capital of the Company included 500,000,000 shares of common stock. As of March 31, 2015 and June 30, 2014 , 87,968,963 and 88,179,448 shares of common stock were outstanding.

Treasury Stock Retirement
In February 2015, we retired 44,768,739 shares of the Company's treasury stock. These retired shares are now included in the Company’s pool of authorized but unissued shares. The retired stock had a carrying value of $138.9 million . The Company’s policy upon the formal retirement of treasury stock is to reflect the excess over par value as a deduction from Additional Paid-in Capital.

Common Stock Repurchases
On May 29, 2014, the Company announced that its Board of Directors authorized the Company to repurchase up to $75.0 million of its common stock. The share repurchase program commenced June 2, 2014 and will expire after one year. The Company did not repurchase any shares of its common stock during the three months ended March 31, 2015 . During the nine months ended March 31, 2015 , the company repurchased 529,779 shares of its common stock at an average price per share of $28.29 for an aggregate amount of $15.0 million . As of March 31, 2015 , the share repurchases under the repurchase program were funded from cash on hand. The Company has approximately $60.0 million remaining for common stock repurchases under the repurchase plan.

Dividend Policy
On September 30, 2014, the Company announced that its Board of Directors had approved an annual dividend policy. Pursuant to this dividend policy, the Company intends to pay an annual cash dividend to its shareholders of record on a record date and in an amount to be determined annually by the Board of Directors subject to the Company's financial position and other relevant factors. The Company declared its first annual dividend of  $0.17  per share on September 30, 2014. The aggregate amount of $15.0 million was paid on October 28, 2014 to stockholders of record on October 17, 2014.
NOTE 10—STOCK BASED COMPENSATION
Stock-Based Compensation Plans
The Company’s 2010 Equity Incentive Plan and 2005 Equity Incentive Plan are described in its Annual Report. As of March 31, 2015 , the Company had 9,881,758 authorized shares available for future issuance under all of its stock incentive plans.
Stock-based Compensation
The following table shows total stock-based compensation expense included in the Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2015 and 2014 (in thousands):
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
2015

2014
 
2015
 
2014
Cost of sales
$
141

 
$
153

 
$
440

 
$
445

Research and development
810

 
630

 
2,499

 
1,679

Sales, general and administrative
425

 
258

 
1,240

 
1,506

 
$
1,376


$
1,041

 
$
4,179

 
$
3,630


12


Stock Options
The following is a summary of option activity for the Company’s stock incentive plans for the nine months ended March 31, 2015 :
 
Common Stock Options Outstanding
 
Number
of Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life (Years)
 
Aggregate
Intrinsic
Value
 
 
 
 
 
 
 
(In thousands)
Balance, June 30, 2014
2,657,142

 
$
2.96

 
 
 
 
Exercised
(203,698
)
 
4.17

 
 
 
 
Forfeitures and cancellations
(25,348
)
 
10.36

 
 
 
 
Balance, March 31, 2015
2,428,096

 
$
2.78

 
4.11
 
$
65,002

Vested and expected to vest as of March 31, 2015
2,418,844

 
$
2.74

 
4.10
 
$
64,837

Vested and exercisable as of March 31, 2015
2,224,808

 
$
1.98

 
3.79
 
$
61,347

During the three months ended March 31, 2015 and 2014 , the aggregate intrinsic value of options exercised under the Company’s stock incentive plans was $2.1 million and $13.2 million , respectively, as determined as of the date of option exercise. During the nine months ended March 31, 2015 and 2014 , the aggregate intrinsic value of options exercised under the Company’s stock incentive plans was $7.1 million and $26.9 million , respectively, as determined as of the date of option exercise.

As of March 31, 2015 , the Company had unrecognized compensation costs of $1.1 million related to stock options which the Company expects to recognize over a weighted-average period of 1.7 years. Future option grants will increase the amount of compensation expense to be recorded in these periods.
The Company estimates the fair value of employee stock options using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The Company did not grant any employee stock options during the three and nine months ended March 31, 2015 and 2014 .

Restricted Stock Units (“RSUs”)
The following table summarizes the activity of the RSUs made by the Company:
 
Number of Shares
 
Weighted Average Grant Date Fair Value
Non-vested RSUs, June 30, 2014
549,702

 
$
22.65

RSUs granted
129,801

 
34.13

RSUs vested
(161,711
)
 
21.82

RSUs canceled
(21,912
)
 
22.87

Non-vested RSUs, March 31, 2015
495,880

 
$
25.92

The intrinsic value of RSUs vested in the three months ended March 31, 2015 and 2014 was $1.9 million and $2.4 million , respectively. The intrinsic value of RSUs vested in the nine months ended March 31, 2015 and 2014 was $5.7 million and $5.3 million , respectively.
As of March 31, 2015 , there was unrecognized compensation costs related to RSUs of $10.1 million which the Company expects to recognize over a weighted average period of 2.9 years.
NOTE 11—INCOME TAXES
As of March 31, 2015 , the Company had approximately $18.2 million of unrecognized tax benefits, substantially all of which would, if recognized, affect its tax expense. The Company has elected to include interest and penalties related to uncertain tax positions as a component of tax expense. At March 31, 2015 , an insignificant amount of interest and penalties are included in long-term income tax payable. The Company recorded an increase of its unrecognized tax benefits of $1.2 million for the three months ended March 31, 2015 . The Company does not expect any significant increases or decreases to its unrecognized tax benefits in the next twelve months.

13


The Company recorded income tax provisions of $3.3 million and $13.6 million for the three and nine months ended March 31, 2015 , respectively. The Company’s estimated 2015 effective tax rate differs from the U.S. statutory rate primarily due to profits earned in jurisdictions where the tax rate is lower than the U.S. tax rate.
The Company files U.S. federal income tax returns as well as income tax returns in various states and foreign jurisdictions. The Company’s tax years from 2010 and onwards could be subject to examinations by tax authorities.
NOTE 12—SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS
Management has determined that the Company operates as one reportable and operating segment as it only reports financial information on an aggregate and consolidated basis to its chief executive officer, who is the Company’s chief operating decision maker. The Company presents its revenues by product type in two primary categories, Service Provider Technology and Enterprise Technology.

Service Provider Technology includes the Company's airMAX, EdgeMAX and airFiber platforms, as well as embedded radio products and other 802.11 standard products including base stations, radios, backhaul equipment and Customer Premise Equipment (“CPE”). Additionally, Service Provider Technology includes antennas and other products in the 0.9 to 6.0GHz spectrum and miscellaneous products such as mounting brackets, cables and power over Ethernet adapters. Service Provider Technology also includes revenues that are attributable to post contract support ("PCS").

Enterprise Technology includes the Company's UniFi and mFi platforms, including Unifi Access Point ("UAP") products, Unifi Video Products, Unifi Voice Over IP ("VOIP") phones and Unifi switches.

Revenues by product type are as follows (in thousands, except percentages):
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
2015
 
2014
 
2015
 
2014
Service Provider Technology
$
106,242

 
72
%
 
$
120,987

 
82
%
 
$
313,233

 
70
%
 
$
326,658

 
78
%
Enterprise Technology
41,214

 
28
%
 
27,344

 
18
%
 
137,447

 
30
%
 
89,799

 
22
%
Total revenues
$
147,456

 
100
%
 
$
148,331

 
100
%
 
$
450,680

 
100
%
 
$
416,457

 
100
%
Revenues by geography based on customer’s ship-to destinations were as follows (in thousands, except percentages):
 
Three Months Ended March 31,

Nine Months Ended March 31,
 
2015

2014

2015

2014
North America (1)
$
45,692


31
%

$
29,178


20
%

$
153,400


34
%

$
99,178


24
%
South America
17,866


12
%

25,059


17
%

71,242


16
%

73,827


18
%
Europe, the Middle East and Africa
66,770


45
%

77,883


52
%

177,474


39
%

189,591


45
%
Asia Pacific
17,128


12
%

16,211


11
%

48,564


11
%

53,861


13
%
Total revenues
$
147,456


100
%

$
148,331


100
%

$
450,680


100
%

$
416,457


100
%
 
(1)
Revenue for the United States was $43.9 million and $27.7 million for the three months ended March 31, 2015 and 2014 , respectively. Revenue for the United States was $146.1 million and $95.0 million for the nine months ended March 31, 2015 and 2014 , respectively.

14


Customers with an accounts receivable balance of 10% or greater of total accounts receivable and customers with net revenues of 10% or greater of total revenues are presented below for the periods indicated:
 
Percentage of Revenues
 
Percentage of Accounts Receivable
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
March 31,
 
June 30,
 
2015

2014
 
2015
 
2014
 
2015
 
2014
Customer A
*
 
11
%
 
10
%
 
13
%
 
*

 
13
%
Customer B
*
 
*

 
10
%
 
*

 
14
%
 
12
%
Customer C
*
 
*

 
*

 
*

 
12
%
 
12
%
Customer D
*
 
10
%
 
*

 
*

 
*

 
*

 * denotes less than 10%

NOTE 13—RELATED PARTY TRANSACTIONS AND CERTAIN OTHER TRANSACTIONS

On November 13, 2013, the Company entered into an aircraft lease agreement (the "Aircraft Lease Agreement") with RJP Manageco LLC (the "Lessor"), a limited liability company owned by the Company’s CEO, Robert J. Pera. Pursuant to the Aircraft Lease Agreement, the Company may lease an aircraft owned by the Lessor for Company business purposes. Under the Aircraft Lease Agreement, the aircraft may be leased at a rate of $ 5,000 per flight hour. This hourly rate does not include the cost of flight crew or on-board services, which the Company will purchase from a third-party provider. The Company recognized a total of approximately $150,000 and $330,000 in expenses pursuant to the Aircraft Lease Agreement during the three and nine months ended March 31, 2015 , respectively. In comparison, the Company recognized a total of approximately  $120,000  in expenses pursuant to the Aircraft Lease Agreement during the three months ended  March 31, 2014 .  All expenses pursuant to the Aircraft Lease Agreement have been included in the Company's sales, general and administrative expenses in the Condensed Consolidated Statements of Operations.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read together with the financial statements and related notes that are included elsewhere in this quarterly report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this quarterly report, particularly in Part II, Item 1, Legal Proceedings and 1A, Risk Factors, in this report.

Overview
Ubiquiti Networks develops high performance networking technology for service providers and enterprises. Our technology platforms focus on delivering highly-advanced and easily deployable solutions that appeal to a global customer base in underserved and underpenetrated markets. Our differentiated business model has enabled us to break down traditional barriers such as high product and network deployment costs and offer solutions with disruptive price-performance characteristics. This differentiated business model, combined with our innovative proprietary technologies, has resulted in an attractive alternative to traditional high touch, high cost providers, allowing us to advance the market adoption of our platforms for ubiquitous connectivity.
We offer a broad and expanding portfolio of networking products and solutions for service providers and enterprises. Our service provider product platforms provide carrier-class network infrastructure for fixed wireless broadband, wireless backhaul systems and routing. Our enterprise product platforms provide wireless LAN infrastructure, video surveillance products, UniFi VOIP phones, UniFi switches and machine-to-machine communication components. We believe that our products are highly differentiated due to our proprietary software protocol innovation, firmware expertise, and hardware design capabilities. This differentiation allows our portfolio to meet the demanding performance requirements of video, voice and data applications at prices that are a fraction of those offered by our competitors.
As a core part of our strategy, we have developed a differentiated business model for marketing and selling high volumes of carrier and enterprise-class communications platforms. Our business model is driven by a large, growing and highly engaged community of service providers, distributors, value added resellers, systems integrators and corporate IT professionals, which we refer to as the Ubiquiti Community. The Ubiquiti Community is a critical element of our business strategy as it enables us to drive:
 

15


Rapid customer and community driven product development. We have an active, loyal community built from our customers that we believe is a sustainable competitive advantage. Our solutions benefit from the active engagement between the Ubiquiti Community and our development engineers throughout the product development cycle, which eliminates long and expensive multistep internal processes and results in rapid introduction and adoption of our products. This approach significantly reduces our development costs and time to market.

Scalable sales and marketing model. We do not currently have, nor do we plan to hire, a direct sales force, but instead utilize the Ubiquiti Community to drive market awareness and demand for our products and solutions. This community-propagated viral marketing enables us to reach underserved and underpenetrated markets far more efficiently and cost-effectively than is possible through traditional sales models. Leveraging the information transparency of the Internet allows customers to research, evaluate and validate our solutions with the Ubiquiti Community and via third party web sites. This allows us to operate a scalable sales and marketing model and effectively create awareness of our brand and products. Word of mouth referrals from the Ubiquiti Community generate high quality leads for our distributors at relatively little cost.

Self-sustaining product support.  The engaged members of the Ubiquiti Community have enabled us to foster a large, cost efficient, highly-scalable and, we believe, self-sustaining mechanism for rapid product support and dissemination of information.
By reducing the cost of development, sales, marketing and support we are able to eliminate traditional business model inefficiencies and offer innovative solutions with disruptive price performance characteristics to our customers.
Key Components of Our Results of Operations and Financial Condition
Revenues
Our revenues are derived principally from the sale of networking hardware and management tools. In addition, while we do not sell maintenance and support separately, because we have historically included it free of charge in many of our arrangements, we attribute a portion of our systems revenues to this implied post-contract customer support (“PCS”).
We classify our revenues into two primary product categories, Service Provider Technology and Enterprise Technology.

Service Provider Technology includes our airMAX, EdgeMAX and airFiber platforms, as well as embedded radio products and other 802.11 standard products including base stations, radios, backhaul equipment and Customer Premise Equipment (“CPE”). Additionally, Service Provider Technology includes antennas and other products in the 0.9 to 6.0GHz spectrum and miscellaneous products such as mounting brackets, cables and power over Ethernet adapters. Service Provider Technology also includes revenues that are attributable to PCS.

Enterprise Technology includes our UniFi and mFi platforms, including UAP products, Unifi Video Products, Unifi VOIP phones and Unifi switches.
We sell substantially all of our products through a limited number of distributors and other channel partners, such as resellers and OEMs. Sales to distributors accounted for 99% of our revenues in both the three and nine months ended March 31, 2015 .
Cost of Revenues
Our cost of revenues is comprised primarily of the costs of procuring finished goods from our contract manufacturers and chipsets that we consign to certain of our contract manufacturers. In addition, cost of revenues includes tooling, labor and other costs associated with engineering, testing and quality assurance, warranty costs, stock-based compensation, logistics related fees and excess and obsolete inventory.
In addition to utilizing contract manufacturers, we outsource our logistics warehousing and order fulfillment functions, which are located primarily in China, and to a lesser extent, Taiwan. We also evaluate and utilize other vendors for various portions of our supply chain from time to time. Our operations organization consists of employees and consultants engaged in the management of our contract manufacturers, new product introduction activities, logistical support and engineering.


16


Gross Profit
Our gross profit has been, and may in the future be, influenced by several factors including changes in product mix, target end markets for our products, pricing due to competitive pressure, production costs and global demand for electronic components. Although we procure and sell our products in U.S. dollars, our contract manufacturers incur many costs, including labor costs, in other currencies. To the extent that the exchange rates move unfavorably for our contract manufacturers, they may try to pass these additional costs on to us, which could have a material impact on our future average selling prices and unit costs.
Operating Expenses
We classify our operating expenses as research and development and sales, general and administrative expenses.
 
Research and development expenses consist primarily of salary and benefit expenses, including stock-based compensation, for employees and costs for contractors engaged in research, design and development activities, as well as costs for prototypes, purchased Intellectual Property ("IP"), facilities and travel. Over time, we expect our research and development costs to increase as we continue making significant investments in developing new products and developing new versions of our existing products.

Sales, general and administrative expenses include salary and benefit expenses, including stock-based compensation, for employees and costs for contractors engaged in sales, marketing and general and administrative activities, as well as the costs of legal expenses, trade shows, marketing programs, promotional materials, bad debt expense, professional services, facilities, general liability insurance and travel. As our product portfolio and targeted markets expand, we may need to employ different sales models, such as building a direct sales force. These sales models would likely increase our costs. Over time, we expect our sales, general and administrative expenses to increase in absolute dollars due to continued growth in headcount, expansion of our efforts to register and defend trademarks and patents and to support our business and operations.
Deferred Revenues and Costs
We recognize revenues when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and the collectability of the resulting receivable is reasonably assured. In cases where we lack evidence that all of these criteria have been met, we defer recognition of revenue. We classify the cost of products associated with these deferred revenues as deferred costs of revenues.
Included in our deferred revenues is a portion related to PCS obligations that we estimate we will perform in the future. As of March 31, 2015 and June 30, 2014 , we had deferred revenues of $3.5 million and $2.8 million respectively, related to these obligations.
Critical Accounting Policies
We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. In other cases, management’s judgment is required in selecting among available alternative accounting standards that provide for different accounting treatment for similar transactions. The preparation of condensed consolidated financial statements also requires us to make estimates and assumptions that affect the amounts we report as assets, liabilities, revenues, costs and expenses and affect the related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. In many instances, we could reasonably use different accounting estimates, and in some instances changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, our actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. Our critical accounting policies are discussed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014 , as filed on August 22, 2014 with the SEC, or the Annual Report, and there have been no material changes.


17


Results of Operations
Comparison of Three and Nine Months Ended March 31, 2015 and 2014
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
2015

2014
 
2015
 
2014
 
(In thousands, except percentages)
Revenues
$
147,456


100
%

$
148,331


100
%
 
$
450,680

 
100
%
 
$
416,457

 
100
%
Cost of revenues
81,479


55
%

82,719


56
%
 
254,631

 
56
%
 
231,851

 
56
%
Gross profit
65,977


45
%

65,612


44
%
 
196,049

 
44
%
 
184,606

 
44
%
Operating expenses:
 






 
 
 
 
 
 
 
 
Research and development
15,236


10
%

9,413


6
%
 
39,893

 
9
%
 
23,807

 
6
%
Sales, general and administrative
5,510


4
%

6,064


4
%
 
16,568

 
4
%
 
17,648

 
4
%
Total operating expenses
20,746


14
%

15,477


10
%
 
56,461

 
13
%
 
41,455

 
10
%
Income from operations
45,231


31
%

50,135


34
%
 
139,588

 
31
%
 
143,151

 
34
%
Interest expense and other, net
(763
)

*


(283
)

*

 
(804
)
 
*

 
(778
)
 
*

Income before provision for income taxes
44,468


30
%

49,852


34
%
 
138,784

 
31
%
 
142,373

 
34
%
Provision for income taxes
3,331


2
%

4,653


3
%
 
13,639

 
3
%
 
14,854

 
4
%
Net income and comprehensive income
$
41,137


28
%

$
45,199


31
%
 
$
125,145

 
28
%
 
$
127,519

 
30
%
*       Less than 1%







 
 
 
 
 
 
 
 
(1)    Includes stock-based compensation as follows:







 
 
 
 
 
 
 
 
Cost of revenues
$
141




$
153



 
$
440

 
 
 
$
445

 
 
Research and development
810




630



 
2,499

 
 
 
1,679

 
 
Sales, general and administrative
425




258



 
1,240

 
 
 
1,506

 
 
Total stock-based compensation
$
1,376




$
1,041



 
$
4,179

 
 
 
$
3,630

 
 
Revenues
Revenues decreased $875,000 , or 1% , from $148.3 million in the three months ended March 31, 2014 to $147.5 million in the three months ended March 31, 2015 . Revenues increased $34.2 million , or 8% , from $416.5 million in the nine months ended March 31, 2014 to $450.7 million in the nine months ended March 31, 2015 . We believe the overall increase in revenues during the nine months ended March 31, 2015 was driven by increased adoption of our enterprise technologies, partially offset by a decrease in sales of our service provider technologies due to lower demand from our service provider customers outside of North America as a result of political and economic instability in some of those regions.
Revenues by Product Type
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
2015
 
2014
 
2015
 
2014
 
(in thousands, except percentages)
Service Provider Technology
$
106,242

 
72
%
 
$
120,987

 
82
%
 
$
313,233

 
70
%
 
$
326,658

 
78
%
Enterprise Technology
41,214

 
28
%
 
27,344

 
18
%
 
137,447

 
30
%
 
89,799

 
22
%
Total revenues
$
147,456

 
100
%
 
$
148,331

 
100
%
 
$
450,680

 
100
%
 
$
416,457

 
100
%

Revenues from Service Provider Technologies decreased $14.7 million , or 12% , from $121.0 million in the three months ended March 31, 2014 to $106.2 million in the three months ended March 31, 2015 . Revenues from Service Provider Technologies decreased $13.4 million , or 4% , from $326.7 million in the nine months ended March 31, 2014 to $313.2 million in the nine months ended March 31, 2015 . The decline in revenues from Service Provider Technologies in both periods was primarily due to lower demand from our service provider customers outside of North America as a result of political and economic instability in some of those regions.


18


Enterprise Technology revenues increased $13.9 million , or 51% from $27.3 million in the three months ended March 31, 2014 to $41.2 million in the three months ended March 31, 2015 . Enterprise Technology revenues increased $47.6 million , or 53% from $89.8 million in the nine months ended March 31, 2014 to $137.4 million in the nine months ended March 31, 2015 . The increase in Enterprise Technology revenues during both the three and nine months ended March 31, 2015 was due primarily to product expansion and further adoption of our UniFi technology platform.
Revenues by Geography
We have determined the geographical distribution of our product revenues based on our customers' ship-to destinations. A majority of our sales are to distributors who in turn sell to resellers or directly to end customers, which may be different countries than the initial ship-to destination. The following are our revenues by geography for the three and nine months ended March 31, 2015 and 2014 (in thousands, except percentages):   
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
2015
 
2014
 
2015
 
2014
North America (1)
$
45,692

 
31
%
 
$
29,178

 
20
%
 
$
153,400

 
34
%
 
$
99,178

 
24
%
South America
17,866

 
12
%
 
25,059

 
17
%
 
71,242

 
16
%
 
73,827

 
18
%
Europe, the Middle East and Africa
66,770

 
45
%
 
77,883

 
52
%
 
177,474

 
39
%
 
189,591

 
45
%
Asia Pacific
17,128

 
12
%
 
16,211

 
11
%
 
48,564

 
11
%
 
53,861

 
13
%
Total revenues
$
147,456

 
100
%
 
$
148,331

 
100
%
 
$
450,680

 
100
%
 
$
416,457

 
100
%
 
(1)
Revenue for the United States was $43.9 million and $27.7 million for the three months ended March 31, 2015 and 2014 , respectively. Revenue for the United States was $146.1 million and $95.0 million for the nine months ended March 31, 2015 and 2014 , respectively.
North America
Revenues in North America increased $16.5 million , or 57% , from $29.2 million in the three months ended March 31, 2014 to $45.7 million in the three months ended March 31, 2015 . Revenues in North America increased $54.2 million , or 55% , from $99.2 million in the nine months ended March 31, 2014 to $153.4 million in the nine months ended March 31, 2015 . The increase in revenues in North America in both the three and nine months ended March 31, 2015 as compared to the same periods in the prior year was due to increased adoption of our Service Provider and Enterprise Technologies.
South America
Revenues in South America decreased $7.2 million , or 29% , from $25.1 million in the three months ended March 31, 2014 to $17.9 million in the three months ended March 31, 2015 . Revenues in South America decreased $2.6 million , or 4% , from $73.8 million in the nine months ended March 31, 2014 to $71.2 million in the nine months ended March 31, 2015 . We believe the decrease in revenues in South America in both the three and nine months ended March 31, 2015 as compared to the same periods in the prior year was primarily due to decreased demand for our Service Provider Technologies due in part to economic instability and partially as a result of of a strong U.S. Dollar.
Europe, the Middle East, and Africa ("EMEA")
Revenues in EMEA decreased $11.1 million , or 14% , from $77.9 million in the three months ended March 31, 2014 to $66.8 million in the three months ended March 31, 2015 . Revenues in EMEA decreased $12.1 million , or 6% , from $189.6 million in the nine months ended March 31, 2014 to $177.5 million in the nine months ended March 31, 2015 . The decrease in revenues in EMEA in both the three and nine months ended March 31, 2015 as compared to the same periods in the prior year was primarily due to decreased demand for our Service Provider Technologies, due in part to economic instability in this region and partially as a result of of a strong U.S. Dollar. The decrease in both periods was partially offset by increased adoption of our Enterprise Technology platforms.
Asia Pacific
Revenues in the Asia Pacific region remained relatively flat at $17.1 million in the three months ended March 31, 2015 compared to $16.2 million in the three months ended March 31, 2014 . Revenues in the Asia Pacific region decreased $5.3 million , or 10% , from $53.9 million in the nine months ended March 31, 2014 to $48.6 million in the nine months ended March 31, 2015 . The decrease in revenues in the Asia Pacific region in the nine months ended March 31, 2015 as compared to the same period in the prior year was primarily due to decreased demand for our Service Provider Technologies, partially offset by increased adoption of our Enterprise Technology platforms.

19



Cost of Revenues and Gross Profit
Cost of revenues decreased $1.2 million , or 1% , from $82.7 million in the three months ended March 31, 2014 to $81.5 million in the three months ended March 31, 2015 . Cost of revenues increased $22.8 million , or 10% , from $231.9 million in the nine months ended March 31, 2014 to $254.6 million in the three months ended March 31, 2015 . The decrease in cost of revenues in the three months ended March 31, 2015 was primarily due to our overall decrease in revenues. The increase in cost of revenues in the nine months ended March 31, 2015 was primarily due to our overall increase in revenues and a non-recurring charge associated with a termination fee of $5.5 million for the cancellation of a purchase commitment during the three months ended September 30, 2014.
Gross profit increased to 45% in the three months ended March 31, 2015 compared to 44% in the three months ended March 31, 2014 , and remained flat at 44% in both the nine months ended March 31, 2015 and March 31, 2014 . The increase in gross profit during the three months ended March 31, 2015 was primarily due to changes in product mix.
Operating Expenses
Research and Development
Research and development ("R&D") expenses increased $5.8 million , or 62% , from $9.4 million in the three months ended March 31, 2014 to $15.2 million in the three months ended March 31, 2015 . As a percentage of revenues, research and development expenses increased from 6% in the three months ended March 31, 2014 to 10% in the three months ended March 31, 2015 . Research and development expenses increased $16.1 million , or 68% , from $23.8 million in the nine months ended March 31, 2014 to $39.9 million in the nine months ended March 31, 2015 . As a percentage of revenues, research and development expenses increased from 6% in the nine months ended March 31, 2014 to 9% in the nine months ended March 31, 2015 . The increase in research and development expenses in absolute dollars and as a percentage of revenues was due to increases in headcount to support our strategy as we broadened our research and development activities to new product areas and certain one-time costs incurred for IP purchased for use in our products. Over time, we expect our research and development costs to increase in absolute dollars as we continue making investments in developing new products and developing new versions of our existing products.
Sales, General and Administrative
Sales, general and administrative expenses decreased slightly, from $6.1 million in the three months ended March 31, 2014 to $5.5 million in the three months ended March 31, 2015 . As a percentage of revenues, sales, general and administrative expenses remained flat at 4% in both the three months ended March 31, 2014 and March 31, 2015 . Sales, general and administrative expenses decreased slightly, from $17.6 million in the nine months ended March 31, 2014 to $16.6 million in the six months ended March 31, 2015 . As a percentage of revenues, sales, general and administrative expenses remained flat at 4% in the nine months ended March 31, 2015 and 2014 .
Provision for Income Taxes
Our provision for income taxes decreased $1.3 million , or 28% , from $4.7 million for the three months ended March 31, 2014 to $3.3 million for the three months ended March 31, 2015 . Our effective tax rate decreased to 7% for the three months ended March 31, 2015 as compared to 9% for the three months ended March 31, 2014 . The lower effective tax rate in the three months ended March 31, 2015 was due to discrete tax benefits related to U.S. federal income tax return filings. Our provision for income taxes decreased $1.2 million , or 8% , from $14.9 million for the nine months ended March 31, 2014 to $13.6 million for the nine months ended March 31, 2015 . Our effective tax rate remained flat at 10% for the nine months ended March 31, 2015 as compared to the nine months ended March 31, 2014 .
Liquidity and Capital Resources
Sources and Uses of Cash
Since inception, our operations primarily have been funded through cash generated by operations and proceeds from our various debt agreements. Cash and cash equivalents increased from $347.1 million at June 30, 2014 to $451.2 million at March 31, 2015 .



20



Consolidated Cash Flow Data
The following table sets forth the major components of our condensed consolidated statements of cash flows data for the periods presented:
 
Nine Months Ended March 31,
 
2015
 
2014
 
(In thousands)
Net cash provided by operating activities
$
116,344

 
$
65,534

Net cash used in investing activities
(10,817
)
 
(3,244
)
Net cash provided by (used in) financing activities
(1,465
)
 
1,554

Net increase in cash and cash equivalents
$
104,062

 
$
63,844

Cash Flows from Operating Activities
Net cash provided by operating activities in the nine months ended March 31, 2015 of $116.3 million consisted primarily of net income of $125.1 million partially offset by net changes in operating assets and liabilities that resulted in net cash outflows of $19.1 million . These changes consisted primarily of a $20.7 million increase in prepaid expenses and other current assets due to timing of deposit payments with our suppliers, a $14.8 million increase in accounts payable and accrued liabilities due primarily to our increase in cost of revenues, a $4.1 million increase in prepaid taxes due to the timing of federal tax payments, a $3.5 million decrease in inventory due to efforts to optimize our inventory levels and a $3.1 million increase in taxes payable. Additionally, our net income included non-cash adjustments due to stock-based compensation, depreciation and amortization, increases to our provision for inventory obsolescence, decreases in our allowance for doubtful accounts and taxes. The net of these non-cash adjustments resulted in an increase of our net cash provided by operating activities of $10.3 million .

Net cash provided by operating activities in the nine months ended March 31, 2014 of $65.5 million consisted primarily of net income of $127.5 million partially offset by net changes in operating assets and liabilities that resulted in net cash outflows of $66.0 million. These changes consisted primarily of a $52.2 million increase in inventory due to our efforts to build warehouse stock levels and ultimately decrease lead times, an $8.3 million increase in prepaid expenses and other current assets due to timing of deposit payments with our suppliers, an $8.0 million increase in accounts payable and accrued liabilities due primarily to our increase in cost of revenues, a $5.1 million increase in prepaid taxes due to the timing of federal tax payments and a $4.0 million increase in taxes payable. Additionally, our net income included non-cash adjustments due to stock-based compensation, depreciation and amortization, increases to our provision for inventory obsolescence, decreases in our allowance for doubtful accounts, a write-off of our intangible assets and taxes. The net of these non-cash adjustments resulted in an increase of our net cash provided by operating activities of $4.0 million.
Cash Flows from Investing Activities
Our investing activities consist solely of capital expenditures and purchases of intangible assets. Capital expenditures for the nine months ended March 31, 2015 and 2014 were $10.8 million and $3.0 million , respectively. Capital expenditures during the nine months ended March 31, 2015 included machinery and equipment purchases for our product development and prototyping facility in China. Additionally, we had cash outflows related to the purchase of intangible assets of $38,000 and $207,000 during the nine months ended March 31, 2015 and 2014 , respectively.
Cash Flows from Financing Activities
We had $1.5 million of cash used in financing activities during the nine months ended March 31, 2015 , primarily from cash received from our term loan with Wells Fargo Bank of $100.0 million , offset by repayments of our prior Original Credit Agreement with Wells Fargo Bank of $72.3 million . Additionally, during the nine months ended March 31, 2015 we paid $15.0 million for dividends on our common stock of, paid $15.0 million for repurchases of our common stock and had tax withholdings related to net share settlements of restricted stock units of $1.6 million . Other cash inflows from financing activities included cash received for stock option exercises of $850,000 and an excess tax benefit from employee stock-based awards of $1.6 million .
We had $1.6 million of cash provided by financing activities during the nine months ended March 31, 2014 , which primarily consisted of an excess tax benefit from employee stock-based awards of $5.3 million and cash received for stock option exercises of $1.8 million , partially offset by repayments on our term loan balance with East West Bank of $3.8 million and tax withholdings related to net share settlements of restricted stock units of $1.8 million .

21



Liquidity
We believe our existing cash and cash equivalents, cash provided by operations and the availability of additional funds under our loan agreements will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support development efforts, the timing of new product introductions, market acceptance of our products and overall economic conditions. As of March 31, 2015 , we held $392.3 million of our $451.2 million of cash and cash equivalents in accounts of our subsidiaries outside of the United States and we will incur significant tax liabilities if we decide to repatriate those amounts.
Warranties and Indemnifications
Our products are generally accompanied by a twelve (12) month warranty, which covers both parts and labor. Generally the distributor is responsible for the freight costs associated with warranty returns, and we absorb the freight costs of replacing items under warranty. In accordance with the Financial Accounting Standards Board’s (“FASB’s”), Accounting Standards Codification (“ASC”), 450-30, Loss Contingencies, we record an accrual when we believe it is estimable and probable based upon historical experience. We record a provision for estimated future warranty work in cost of goods sold upon recognition of revenues and we review the resulting accrual regularly and periodically adjust it to reflect changes in warranty estimates.
We may in the future enter into standard indemnification agreements with many of our distributors and OEMs, as well as certain other business partners in the ordinary course of business. These agreements may include provisions for indemnifying the distributor, OEM or other business partner against any claim brought by a third party to the extent any such claim alleges that a Ubiquiti product infringes a patent, copyright or trademark or violates any other proprietary rights of that third party. The maximum amount of potential future indemnification is unlimited. The maximum potential amount of future payments we could be required to make under these indemnification agreements is not estimable.
We have agreed to indemnify our directors, officers and certain other employees for certain events or occurrences, subject to certain limits, while such persons are or were serving at our request in such capacity. We may terminate the indemnification agreements with these persons upon the termination of their services with us but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited. We have a Directors and Officers insurance policy that limits our potential exposure. We believe the fair value of these indemnification agreements is minimal. We have not recorded any liabilities for these agreements as of March 31, 2015 .
Based upon our historical experience and information known as of the date of this report, we do not believe it is likely that we will have significant liability for the above indemnities at March 31, 2015 .
Contractual Obligations and Off-Balance Sheet Arrangements
The following table summarizes our contractual obligations as of March 31, 2015 for the remainder of fiscal 2015 and future fiscal years:
 
2015 (remainder)
 
2016
 
2017
 
2018
 
2019
 
Thereafter
 
Total
Operating leases
$
895

 
$
3,860

 
$
2,675

 
$
1,128

 
$
219

 
$
169

 
$
8,946

Debt payment obligations
2,500

 
10,000

 
11,250

 
15,000

 
15,000

 
46,250

 
100,000

Interest and other payments on debt payment obligations
674

 
2,057

 
1,876

 
1,645

 
1,380

 
812

 
8,444

Purchase obligations
12,770

 

 

 

 

 

 
12,770

Other obligations
4,447

 
89

 
29

 
3

 

 

 
4,568

Total
$
21,286

 
$
16,006

 
$
15,830

 
$
17,776

 
$
16,599

 
$
47,231

 
$
134,728

Operating Leases
We lease our headquarters in San Jose, California and other locations worldwide under non-cancelable operating leases that expire at various dates through 2020.
Debt and Interest Payment Obligations

22


On March 3, 2015, we entered into the Amended Credit Agreement, that provides for a $200.0 million senior secured revolving credit facility and a $100.0 million senior secured term loan facility, with an option to request increases in the amounts of such credit facilities by up to an additional $50.0 million in the aggregate (any such increase to be in each lender's sole discretion). Please see Note 7 of the Notes to the Consolidated Financial Statements for more information. We have calculated estimated interest payments for our debt based on the applicable rates and payment dates. Although our interest rates on our debt obligations may vary, we have assumed our interest rate of March 31, 2015 rate for all years presented. Also included are estimated bank fees to be paid for unused portions of our revolving credit facility.
Purchase Obligations
We subcontract with other companies to manufacture our products. During the normal course of business, our contract manufacturers procure components based upon orders placed by us. If we cancel all or part of the orders, we may still be liable to the contract manufacturers for the cost of the components purchased by the subcontractors to manufacture our products. We periodically review the potential liability and to date no significant liabilities for cancellations have been recorded. Our consolidated financial position and results of operations could be negatively impacted if we were required to compensate the contract manufacturers for any unrecorded liabilities incurred. The Company had inventory purchase obligations of $12.8 million as of March 31, 2015 .
Other Obligations
We had other obligations of $4.6 million as of March 31, 2015 , which consisted primarily of commitments related to research and development projects.
Unrecognized Tax Benefits
As of March 31, 2015 , we had $18.2 million of unrecognized tax benefits, substantially all of which would, if recognized, affect our tax expense. We have elected to include interest and penalties related to uncertain tax positions as a component of tax expense. We do not expect any significant increases or decreases to our unrecognized tax benefits in the next twelve months.
Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, refer to Note 2 to the Condensed Consolidated Financial Statements.
Non-GAAP Financial Measures
Regulation G, conditions for use of Non-Generally Accepted Accounting Principles (“Non-GAAP”) financial measures, and other SEC regulations define and prescribe the conditions for use of certain Non-GAAP financial information. To supplement our condensed consolidated financial results presented in accordance with GAAP, we use Non-GAAP financial measures which are adjusted from the most directly comparable GAAP financial measures to exclude certain items, as described below. Management believes that these Non-GAAP financial measures reflect an additional and useful way of viewing aspects of our operations that, when viewed in conjunction with our GAAP results, provide a more comprehensive understanding of the various factors and trends affecting our business and operations. Non-GAAP financial measures used by us include net income or loss and diluted net income or loss per share. Other companies may calculate these measures differently than we do, limiting the usefulness of these items as comparative measures.
Our Non-GAAP measures primarily exclude stock-based compensation, net of taxes and other special charges and credits. Additionally, during the nine months ended March 31, 2015 we recorded a one-time charge of $5.5 million due to a termination fee related to a purchase commitment entered into during fiscal 2014. Management believes these Non-GAAP financial measures provide meaningful supplemental information regarding our strategic and business decision making, internal budgeting, forecasting and resource allocation processes. In addition, these Non-GAAP financial measures facilitate management’s internal comparisons to our historical operating results and comparisons to competitors’ operating results.

We use each of these Non-GAAP financial measures for internal managerial purposes, when providing our financial results and business outlook to the public and to facilitate period-to-period comparisons. Management believes that these Non-GAAP measures provide meaningful supplemental information regarding our operational and financial performance of current and historical results. Management uses these Non-GAAP measures for strategic and business decision making, internal budgeting, forecasting and resource allocation processes. In addition, these Non-GAAP financial measures facilitate management’s internal comparisons to our historical operating results and comparisons to competitors’ operating results.




23





The following table shows our Non-GAAP financial measures:
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
2015
 
2014
 
2015
 
2014
 
(In thousands, except per share amounts)
Non-GAAP net income and comprehensive income
$
41,963

 
$
45,151

 
$
132,493

 
$
129,024

Non-GAAP diluted net income per share of common stock
$
0.47

 
$
0.50

 
$
1.48

 
$
1.44

We believe that providing these Non-GAAP financial measures, in addition to the GAAP financial results, are useful to investors because they allow investors to see our results “through the eyes” of management as these Non-GAAP financial measures reflect our internal measurement processes. Management believes that these Non-GAAP financial measures enable investors to better assess changes in each key element of our operating results across different reporting periods on a consistent basis and provides investors with another method for assessing our operating results in a manner that is focused on the performance of our ongoing operations.
The following table shows a reconciliation of GAAP net income and comprehensive income to non-GAAP net income and comprehensive income:
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
2015
 
2014
 
2015
 
2014
 
(In thousands, except per
share amounts)
Net income and comprehensive income
$
41,137

 
$
45,199

 
$
125,145

 
$
127,519

Stock-based compensation:
 
 
 
 
 
 
 
Cost of revenues
141

 
153

 
440

 
445

Research and development
810

 
630

 
2,499

 
1,679

Sales, general and administrative
425

 
258

 
1,240

 
1,506

Purchase commitment termination fee

 

 
5,500

 

Gain on reversal of charge for an export compliance matter

 
(1,121
)
 

 
(1,121
)
Tax effect of non-GAAP adjustments
(550
)
 
32

 
(2,331
)
 
(1,004
)
Non-GAAP net income and comprehensive income
$
41,963

 
$
45,151

 
$
132,493

 
$
129,024

Non-GAAP diluted net income per share of common stock
$
0.47

 
$
0.50

 
$
1.48

 
$
1.44

Weighted-average shares used in computing non-GAAP diluted net income per share of common stock
89,400

 
89,775

 
89,707

 
89,667


Item 3.  Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity
Our revolving and term loans bear interest, at our option, at either (i) a floating rate per annum equal to the base rate plus a margin of between 0.50% and 1.25%, depending on our leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the applicable LIBOR rate for a specified period, plus a margin of between 1.50% and 2.25%, depending on our leverage ratio as of the most recently ended fiscal quarter. Swingline loans bear interest at a floating rate per annum equal to the base rate plus a margin of between 0.50% and 1.25%, depending on our leverage ratio as of the most recently ended fiscal quarter. Base rate is defined as the greatest of (A) Wells Fargo's prime rate, (B) the federal funds rate plus 0.50% or (C) the applicable LIBOR rate for a period of one month plus 1.00%. A default interest rate shall apply on all obligations during certain events of default under the Amended Credit Agreement at a rate per annum equal to 2.00% above the applicable interest rate. The Company will pay to each lender a facility fee on a quarterly basis based on the unused amount of each lender's commitment to make revolving loans, of between 0.20% and 0.35%, depending on the Company's leverage ratio

24

Table of Contents

as of the most recently ended fiscal quarter. The Company will also pay to the applicable lenders on a quarterly basis certain fees based on the daily amount available to be drawn under each outstanding letter of credit, including aggregate letter of credit commissions of between 1.50% and 2.25%, depending on the Company's leverage ratio as of the most recently ended fiscal quarter, and issuance fees of 0.125% per annum. The Company is also obligated to pay Wells Fargo, as agent, fees customary for a credit facility of this size and type. Based on a sensitivity analysis, as of March 31, 2015 , an instantaneous and sustained 200-basis-point increase in interest rates affecting our floating rate debt obligations, and assuming that we take no counteractive measures, would result in a charge to our income before income taxes of approximately $2.1 million over the next 12 months.
We had cash and cash equivalents of $451.2 million and $347.1 million as of March 31, 2015 and June 30, 2014 , respectively. These amounts were held primarily in cash deposit accounts. The fair value of our cash and cash equivalents would not be significantly affected by either a 10% increase or decrease in interest rates due mainly to the short-term nature of these instruments.
Foreign Currency Risk
Our sales are denominated in U.S. dollars, and therefore, our revenues are not directly subject to foreign currency risk. Certain of our operating expenses are denominated in the currencies of the countries in which our operations are located, and may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Chinese Yuan, Euro, and Taiwan Dollar. Our financial position or results of operations would not be significantly affected by a 10% appreciation or depreciation in the value of the U.S. dollar relative to the other currencies in which our expenses are denominated.

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2015 . The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2015 , our Chief Executive Officer and Chief Accounting Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.


25

Table of Contents

PART II: OTHER INFORMATION
Item 1. Legal Proceedings

Please see Part I, Item 1, Note 8 of the Notes to Condensed Consolidated Financial Statements for a discussion of our legal proceedings.
Item 1A. Risk Factors
This Report contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, the risk factors set forth below. These risks and uncertainties are not the only ones we face. If any event related to these known or unknown risks or uncertainties actually occurs, our business prospects, results of operation, and financial condition could be materially adversely affected.
Risks Related to Our Business and Industry
Fluctuations in our operating results could cause the market price of our common stock to decline.
Our quarterly operating results fluctuate significantly due to a variety of factors, many of which are outside of our control and are difficult or impossible to predict. We expect our operating results will continue to fluctuate. You should not rely on our past results as an indication of our future performance. If our revenues or operating results fall below the expectations of investors or securities analysts, or below any estimates we may provide to the market, the price of our common shares would likely decline substantially, which could have a material adverse impact on investor confidence and employee retention. Our common stock has experienced substantial price volatility since our initial public offering. In addition, the stock market as a whole has experienced major price and volume fluctuations that have affected the stock price of many technology companies in ways that may have been unrelated to these companies’ operating performance.
Factors that could cause our operating results and stock price to fluctuate include: 
varying demand for our products due to the financial and operating condition of our distributors and their customers, distributor inventory management practices and general economic conditions;
shifts in our fulfillment practices including increasing inventory levels as part of efforts to decrease our delivery lead times;
failure of our contract manufacturers and suppliers to meet our demand;
success and timing of new product introductions by us, and our competitors;
increased warranty costs;
announcements by us or our competitors regarding products, promotions or other transactions;
costs related to legal proceedings or responding to government inquiries;
our ability to control and reduce product costs; and
expenses of our entry into new markets.
In addition, our business may be subject to seasonality, although our recent growth rates and timing of product introductions may have masked seasonal changes in demand.
We have limited visibility into future sales, which makes it difficult to forecast our future operating results.
Because of our limited visibility into end customer demand and channel inventory levels, our ability to accurately forecast our future revenues is limited. We sell our products and solutions globally to network operators, service providers and others, primarily through our network of distributors. We do not employ a direct sales force. Sales to our distributors have accounted for nearly all of our revenues. Our distributors do not make long term purchase commitments to us, and do not typically provide us with information about market demand for our products. We endeavor to obtain information on inventory levels and sales data from our distributors. This information has been generally difficult to obtain in a timely manner, and we cannot always be certain that the information is reliable. If we over forecast demand, we may not be able to decrease our expenses in time to offset any shortfall in revenues. If we under forecast demand, our ability to fulfill sales orders will be compromised and sales to distributors may be deferred or lost altogether.



26

Table of Contents

We are subject to risks associated with our distributors’ inventory management practices.
Our distributors purchase and maintain their own inventories of our products, and we do not control their inventory management. Distributors may manage their inventories in a manner that causes significant fluctuations in their purchases from quarter to quarter, and which may not be in alignment with the actual demand of end customers for our products. If some distributors decide to purchase more of our products than are required to satisfy their customers’ demand in any particular quarter, because they do not accurately forecast demand or otherwise, they may reduce future orders until their inventory levels realign with their customers’ demand. If some distributors decide to purchase less of our products than are required to satisfy their customers’ demand in any particular quarter, because they do not accurately forecast demand or otherwise, sales of our products may be deferred or lost altogether.
If our forecasts of future sales are inaccurate, we may manufacture too many or not enough products.
We may over or under forecast our customers’ actual demand for our products or the actual mix of our products that they will ultimately demand. If we over-forecast demand, we may build excess inventory which could materially adversely affect our operating results. If we under-forecast demand, we may miss opportunities for sales and may impair our customer relationships, which could materially adversely affect our operating results.
The lead times that we face for the procurement of components and subsequent manufacturing of our products are usually much longer than the lead time from our customers’ orders to the expected delivery date. This increases the risk that we may manufacture too many or not enough products in any given period.
We may decide to increase or maintain higher levels of inventory.
With the use of third party logistics and warehousing providers, we may decide to increase or maintain higher levels of inventory of finished products or components, which may expose us to a greater risk of carrying excess or obsolete inventory. Decisions to increase or maintain higher inventory levels are typically based upon uncertain forecasts or other assumptions. If the assumptions on which we base these decisions turn out to be incorrect, our financial performance could suffer and we could be required to write-off the value of excess products or components inventory.
We rely on a limited number of distributors, and changes in our relationships with our distributors or changes within our distributors may disrupt our sales.
Although we have a large number of distributors in numerous countries who sell our products, a limited number of these distributors represent a significant portion of our sales. One or more of our major distributors may suffer from a decline in their financial condition, decrease in demand from their customers, or a decline in other aspects of their business which could impair their ability to purchase and resell our products. Any distributor may also cease doing business with us at any time with little or no notice. The termination of a relationship with a major distributor, either by us or by the distributor, could result in a temporary or permanent loss of revenues. We may not be successful in finding other suitable distributors on satisfactory terms, or at all, and this could adversely affect our ability to sell in certain geographic markets or to certain network operators and service providers.
We may not be able to enhance our products to keep pace with technological and market developments while offering competitive prices.
The market for our wireless broadband networking equipment is emerging and is characterized by rapid technological change, evolving industry standards, frequent new product introductions and short product life cycles. Our ability to keep pace in this market depends upon our ability to enhance our current products, and continue to develop and introduce new products rapidly and at competitive prices. Our ability to compete successfully will depend in large measure on our ability to maintain a technically skilled development and engineering staff, to successfully innovate, and to adapt to technological changes and advances in the industry. Development and delivery schedules for our products are difficult to predict. We may fail to introduce new versions of our products in a timely fashion. If new releases of our products are delayed, our distributors may curtail their efforts to market and promote our products and our users may switch to competing products.
The markets in which we compete are highly competitive.
The networking, enterprise WLAN, video surveillance, wireless backhaul and machine-to-machine communications markets in which we primarily compete are highly competitive and are influenced by competitive factors including:
our ability to rapidly develop and introduce new high performance integrated solutions;
the price and total cost of ownership and return on investment associated with the solutions;
the simplicity of deployment and use of the solutions;

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the reliability and scalability of the solutions;
the market awareness of a particular brand;
our ability to provide secure access to wireless networks;
our ability to offer a suite of products and solutions;
our ability to allow centralized management of the solutions; and
our ability to provide quality product support.
New entrants seeking to gain market share by introducing new technology and new products may also make it more difficult for us to sell our products, and could create increased pricing pressure. In addition, broadband equipment providers or system integrators may also offer wireless broadband infrastructure equipment for free or as part of a bundled offering, which could force us to reduce our prices or change our selling model to remain competitive.
If there is a shift in the market such that network operators and service providers begin to use closed network solutions that only operate with other equipment from the same vendor, we could experience a significant decline in sales because our products would not be interoperable.
We expect competition to continuously intensify as other established and new companies introduce new products in the same markets that we serve or intend to enter, as these markets consolidate. Our business will suffer if we do not maintain our competitiveness.
A number of our current or potential competitors have longer operating histories, greater brand recognition, larger customer bases and significantly greater resources than we do.
As we move into new markets for different types of equipment, our brand may not be as well-known as incumbents in those markets. Potential customers may prefer to purchase from their existing suppliers rather than a new supplier, regardless of product performance or features. We expect increased competition from other established and emerging companies if our market continues to develop and expand. As we enter new markets, we expect to face competition from incumbent and new market participants.
Many of these companies have significantly greater financial, technical and other resources than we do and are better positioned to acquire and offer complementary products and technologies.
Industry consolidation and other arrangements among competitors may adversely affect our competitiveness because it may be more difficult to compete with entities that have access to their combined resources. These combinations may also affect customers’ perceptions regarding the viability of companies our size and, consequently, affect their willingness to purchase our products.
The complexity of our products could result in unforeseen delays or expenses caused by undetected defects or bugs.
Our products may contain defects and bugs when they are introduced, or as new versions are released. We have focused, and intend to focus in the future, on getting our new products to market quickly. Due to our rapid product introductions, defects and bugs that may be contained in our products may not yet have manifested. We have in the past experienced, and may in the future experience, defects and bugs. If any of our products contains material defects or bugs, or has reliability, quality or compatibility problems, we may not be able to promptly or successfully correct these problems. The existence of defects or bugs in our products may damage our reputation and disrupt our sales. If any of these problems are not found until after we have commenced commercial production and distribution of a new product, we may be required to incur additional development costs, repair or replacement costs and claims.
Security vulnerabilities in our products, services and systems could lead to reduced revenues and claims against us.
The quality and performance of some of our products and services may depend upon their ability to withstand cyber attacks. Third parties may develop and deploy viruses, worms and other malicious software programs, some of which may be designed to attack our products, systems, or networks. Some of our products and services also involve the storage and transmission of users' and customers' proprietary information which may be the target of cyber attacks. Hardware and software that we produce or procure from third parties also may contain defects in manufacture or design, including bugs and other problems, which could compromise their ability to withstand cyber attacks.
We may have experienced cyber attacks in the past, and may experience cyber attacks in the future. As a result, unauthorized parties may have obtained, and may in the future obtain, access to our systems, data or our users' or customers' data. Our security measures may also be breached due to employee error, malfeasance, or otherwise. Third parties may also attempt to induce employees, users, or customers to disclose sensitive information in order to gain access to our data or our users' or

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customers' data.  Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the security of our products and services. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.
The costs to us to eliminate or alleviate security vulnerabilities can be significant, and our efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our sales, manufacturing, distribution or other critical functions, as well as potential liability to the company. The risk that these types of events could seriously harm our business is likely to increase as we expand the web-based products and services that we offer.
Our business and prospects depend on the strength of our brand.
Maintaining and enhancing our brand is critical to expanding our base of distributors and end customers. Maintaining and enhancing our brand will depend largely on our ability to continue to develop and provide products and solutions that address the price-performance characteristics sought by end customers and the users of our products and services, particularly in developing markets which comprise a significant part of our business. If we fail to promote, maintain and protect our brand successfully, our ability to sustain and expand our business and enter new markets will suffer.
We rely on the Ubiquiti Community to provide our engineers with valuable feedback that is important in our research and development processes.
We rely on the Ubiquiti Community to provide rapid and substantive feedback on the functionality and effectiveness of our products. The insights, problems and suggestions raised by the Ubiquiti Community enable our engineers to quickly resolve issues with our existing products and improve functionality in subsequent product releases. If the members of the Ubiquiti Community were to become less engaged or otherwise ceased providing valuable, timely feedback, our internal research and development costs and our time to market could increase, which could cause us to incur additional expenses or make our products less attractive to customers.
We rely on the Ubiquiti Community to generate awareness of, and demand for, our products.
We believe a significant portion of our growth to date has been driven by the diverse and actively engaged Ubiquiti Community, and our business model is predicated on the assumption that the Ubiquiti Community will continue to provide these benefits. We do not have a direct sales force and we engage in limited marketing expenditures. Although the Ubiquiti Community is central to the success of our business, the interactions within the Ubiquiti Community, and participation levels, are largely outside of our control. Any negative information about us or our products in the Ubiquiti Community, whether or not justified, could quickly and materially decrease the demand for our products.
We rely on the Ubiquiti Community to provide network operators and service providers with support to install, operate and maintain our products.
We rely on the Ubiquiti Community to provide assistance and other information to network operators and service providers for the installation, operation and maintenance of our products. Because we do not generate or control all of the information provided through the Ubiquiti Community, inaccurate information regarding the installation, operation and maintenance of our products could be promulgated through forum postings by members of the Ubiquiti Community.
Although we moderate and review many forum postings to learn of reported problems and assess the accuracy of advice provided by the Ubiquiti Community, we may not devote sufficient time or resources to adequately monitor the quality of Ubiquiti Community information.
Inaccurate information in the Ubiquiti Community could lead to poor customer experiences or dissatisfaction with our products, which could negatively impact our reputation and diminish our sales.
We may fail to effectively manage the challenges associated with our growth.
Over the past several years we have expanded, and continue to expand, our product offerings, the number of customers we sell to, our transaction volumes, the number of our facilities, and the number of contract manufacturers that we utilize to produce our products. Failure to effectively manage the increased complexity associated with this expansion, particularly in light of our lean management structure, would make it difficult to conduct our business, fulfill customer orders, and pursue our strategies.  We may also need to increase costs to add personnel, upgrade or replace our existing reporting systems, as well as improve our business processes and controls as a result of these changes. If we fail to effectively manage any of these challenges we could suffer inefficiencies, errors and disruptions in our business, which in turn would adversely affect our operating results.

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We rely on a limited number of contract manufacturers to produce our products.
We retain contract manufacturers, located primarily in China, to manufacture our products. Any significant change in our relationship with these manufacturers could have a material adverse effect on our business, operating results and financial condition. Our reliance on contract manufacturers for manufacturing our products can present significant risks to us because, among other things, we do not have direct control over their activities. We significantly depend upon our contract manufacturers to:
assure the quality of our products;
manage capacity during periods of volatile demand;
qualify appropriate component suppliers;
ensure adequate supplies of components and materials;
deliver finished products at agreed upon prices and schedules; and
safeguard materials and finished goods.
The ability and willingness of our contract manufacturers to perform is largely outside our control.
We believe that our orders may not represent a material portion of our contract manufacturers’ total orders and, as a result, fulfilling our orders may not be a priority in the event our contract manufacturers are constrained in their capacity. If any of our contract manufacturers experiences problems in its manufacturing operations, or if we have to change or add additional contract manufacturers, our ability to ship products to our customers would be impaired.
We rely upon a limited number of suppliers, and it can be costly and time consuming to use components from other suppliers.
We purchase components, directly or through our contract manufacturers, from third parties that are necessary for the manufacture of our products. Shortages in the supply of components or other supply disruptions may not be predicted in time to design-in different components or qualify other suppliers. Shortages or supply disruptions may also increase the prices of components due to market conditions. While many components are generally available from a variety of sources, we and our contract manufacturers currently depend on a single or limited number of suppliers for several components for our products. For example, we currently rely upon Qualcomm Atheros as a single-source supplier of certain components for some of our products, and a disruption in the supply of those components would significantly disrupt our business.
We and our contract manufacturers generally rely on short-term purchase orders rather than long-term contracts with the suppliers of components for our products. As a result, even if components are available, we and our contract manufacturers may not be able to procure sufficient components at reasonable prices to build our products in a timely manner. We may, therefore, be unable to meet customer demand for our products, which would have a material adverse effect on our business, operating results and financial condition.
Any decisions to reduce or discontinue paying cash dividends to our stockholders, or repurchase shares of our common stock pursuant to our previously announced stock repurchase program, could cause the market price for our common stock to decline.
Our payment of cash dividends will be subject to, among other things, our financial position and results of operations, available cash and cash flow, capital requirements, and other factors. These and other factors may also affect the continuation of, or activity under, our previously announced stock repurchase program. Any reduction or discontinuance by us of the payment of cash dividends could cause the market price of our common stock to decline. In the event our payment of cash dividends is reduced or discontinued, our failure or inability to resume paying cash dividends at prior levels could also result in a lower market price of our common stock. The discontinuance of, or activity under, our previously announced stock repurchase program could also result in a lower market price of our common stock.
Risks Related to Our International Operations
Our business is susceptible to risks associated with operations outside of the United States.
We have operations in China, Lithuania, Poland, Taiwan, United States and elsewhere. We also sell to distributors in numerous countries throughout the world. Our operations outside of the United States subject us to risks that we generally do not face in the United States. These include: 
the burdens of complying with a wide variety of foreign laws and regulations, and the risks of non-compliance;
fluctuations in currency exchange rates;

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increasing labor costs, especially in China;
difficulties in managing the geographically remote personnel;
the complexities of foreign tax systems and changes in their tax rates and rules;
limited protection and enforcement regimes for intellectual property rights in some countries;
increased financial accounting and reporting burdens and complexity; and
political, social and economic instability in some jurisdictions.

Our third party logistics and warehousing providers in China and elsewhere may fail to safeguard and accurately manage and report our inventory.
We use third party logistics and warehousing providers located in China to fulfill the majority of our worldwide sales. We also rely on our third party logistics and warehousing providers to safeguard, and manage and report on the status of our products at their warehouse and in transit. These service providers may fail to safeguard our products, fail to accurately segregate and report our inventory, or fail to manage and track the delivery of our products, which could have a material adverse effect on our operating results and financial condition.
To the extent that we develop some of our own manufacturing capacity, we will be subject to various risks associated with such activities.
We have begun to invest in developing some of our own manufacturing capacity, for example to support our product development and prototyping. To the extent that we may invest in and expand these manufacturing capabilities, and increasingly rely upon such activities, we will face increased risks associated with:
bearing the fixed costs of these activities;
directly procuring components and materials;
regulatory and other compliance requirements;
exposure to casualty loss and other disruptions;
quality control;
labor relations; and
our limited experience in operating manufacturing facilities.
Since these activities would be conducted in China, some of these risks may be more significant due to the less predictable legal and political environment.
Our business may be negatively affected by political events and foreign policy responses.
Geopolitical uncertainties and events could cause damage or disruption to international commerce and the global economy, and thus could have a material adverse effect on us, our suppliers, logistics providers, manufacturing vendors and customers, including our channel partners. Changes in commodity prices may also cause political uncertainty, and increase currency volatility that can affect economic activity. The foreign policies of governments may be volatile, and may result in rapid changes to import and export requirements, customs classifications, tariffs, trade sanctions and embargoes that may prevent us from offering products or providing services to particular entities or markets or may create delays and inefficiencies in our supply chain. For example, political unrests and uncertainties in Eastern Europe and Middle East may lead to disruptions in commerce in those regions, which would in turn impact our sales to those regions. Furthermore, if the U.S. government imposes new sanctions against certain countries or entities, such sanctions could sufficiently restrict our ability to market and sell our products and may materially adversely affect our results of operations.
Our ability to introduce new products and support our existing products depends on our ability to manage geographically dispersed research and development teams.
Significant parts of our research and development operations are conducted in geographically dispersed localities. Our success depends on the effectiveness of our research and development activities. We must successfully manage these geographically dispersed teams in order to meet our objectives for new product introduction, product quality and product support. It can be difficult to effectively manage geographically dispersed research and development teams. If we fail to do so, we could incur unexpected costs or delays in product development.



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Our contract manufacturers, logistics centers and certain administrative and research and development operations are located in areas likely to be subject to natural disasters.
The manufacturing or shipping of our products at one or more facilities may be disrupted because our manufacturing and logistics contractors are all located in southern China. Our principal executive offices are located in California. The risks of earthquakes, extreme storms and other natural disasters in these geographic areas are significant. Any disruption resulting from these events could cause significant delays in product development or shipments of our products until we are able to shift our development, manufacturing or logistics centers from the affected contractor to another vendor, or shift the affected administrative or research and development activities to another location.
Risks Related to Intellectual Property
We have limited ability to obtain and enforce intellectual property rights, and may fail to effectively obtain and enforce such rights.
Our success can depend significantly upon our intellectual property rights. We rely on a combination of patent, copyright, trademark, trade secret laws, and contractual rights to establish, maintain and protect these intellectual property rights, all of which afford only limited protection. Our patent rights, and the prospective rights sought in our pending patent applications, may not be meaningful or provide us with any commercial advantage and they could be opposed, contested, circumvented or designed around by our competitors or be declared invalid or unenforceable in legal proceedings. In addition, patents may not be issued from any of our current or future patent applications. Any failure of our patents or other intellectual property rights to adequately protect our technology might make it easier for our competitors to offer similar products or technologies.
Confidentiality agreements with our employees, licensees, independent contractors and others may not effectively prevent disclosure of our trade secrets, and may not provide an adequate remedy in the event of unauthorized use or disclosure of our trade secrets. We may also fail or have failed to obtain such agreements from such persons due to administrative oversights or other reasons.
Monitoring unauthorized use of our intellectual property is difficult and costly. Unauthorized use of our intellectual property, such as the production of counterfeits of our products, and unauthorized registration and use of our trademarks by third parties, is a matter of ongoing concern. The steps we have taken may not prevent unauthorized use of our intellectual property. We may fail to detect infringements of, or take appropriate steps to enforce, our intellectual property ri