What changed in this filing

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Item 9A. Controls and Procedures

2022-08-26 compared with 2021-08-27 · 137 added, 215 removed, 976 unchanged (27% of the section changed)

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Management, with the participation of the Company’s Chief Executive Officer and Chief Accounting and Finance Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2022.

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.

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.

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Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors and Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2021 fiscal year end) under the headings “Election of Directors – Executive Officers and Directors,” “Corporate Governance,” and “Section 16(a) Beneficial

Ownership Reporting Compliance.”

The information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2022 fiscal year end) under the headings “Election of Directors – Executive Officers and Directors,” “Corporate Governance,” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

Executive Compensation

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 with respect to security ownership of certain beneficial owners and management is incorporated by reference to our Proxy Statement for the 2021 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2021 fiscal year end) under the headings “Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters.”

The information required by this Item 12 with respect to security ownership of certain beneficial owners and management is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2022 fiscal year end) under the headings “Security Ownership of Certain

Beneficial Owners and Management Related Stockholder Matters.”

Certain Relationships and Related Transactions, and Director Independence

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Financial Statements

The financial statements filed as part of this report are identified in the Index to Consolidated Financial Statements on page 50 of this Form 10-K.

The financial statements filed as part of this Annual Report on Form 10-K are identified in the Index to Consolidated Financial Statements on page 55 of this Annual Report on Form 10-K.

Financial Statement Schedules

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S-1 10.2 June 17, 2011

10.3# Amended and Restated 2010 Equity Incentive Plan and forms of agreement thereunder.

S-1 10.3 June 17, 2011

10.3# Ubiquiti Inc.

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10-K 10.6 August 22, 2016

Number Description Incorporated by Reference from Form Incorporated by

Reference from

Exhibit Number Date Filed Filed

10.5 Jinyong Ji Investment Taiwan Lease, dated as of March 16, 2010, between Ubiquiti Networks, Inc.

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S-1 10.1 June 17, 2011

10.7† Amended Technology License Agreement, dated as of September 1, 2010, between Ubiquiti Networks, Inc.

and Atheros Communications, Inc.

S-1 10.12 June 17, 2011

10.6 Taiwan Lease, dated as of July 20, 2011, between Jin Yeoung Ji Co., Ltd.

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10-Q 10.15 November 14, 2011

10.9 First Amendment dates as April 14, 2017, to Amended and Restated Credit Agreement, dated as of March 3, 2015, by and among Ubiquiti Networks, Inc.

and Ubiquiti International Holding Company Limited, as borrowers, certain subsidiaries of the borrowers, as guarantors, the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as administrative agent.

8-K 10.1 April 20, 2017

10.10 Second Amendment, dated as of October 31, 2017, to Amended and Restated Credit Agreement, dated as of March 3, 2015, by and among Ubiquiti Networks, Inc.

and Ubiquiti International Holding Company Limited, as borrowers, certain subsidiaries of borrowers, as guarantors, the lenders and other financial institutions party thereto and Wells Fargo Bank, National Associations, as administrative agent.

8-K 10.1 November 1, 2017

10.7† Amended Technology License Agreement, dated as of September 1, 2010, between Ubiquiti Networks, Inc.

and Atheros Communications, Inc.

S-1 10.12 June 17, 2011

Number Description Incorporated by Reference from Form Incorporated by

Reference from

Exhibit Number Date Filed Filed

10.8 Second Amended and Restated Credit Agreement, dated as of January 17, 2018, by and among Ubiquiti Networks, Inc.

8-K 10.1 January 23, 2018

10.9 First Amendment to Second Amended and Restated Credit Agreement and Joinder Agreement, dated as of June 29, 2018, by and among Ubiquiti Networks, Inc.

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10-K 10.1 August 24, 2018

Number Description Incorporated by Reference from Form Incorporated by

Reference from

Exhibit Number Date Filed Filed

10.10 Second Amendment, dated as of March 15, 2019, to Second Amended and Restated Credit Agreement, dated as of January 17, 2018, by and among Ubiquiti Networks, Inc.

10-Q 10.1 May 10, 2019

10.11 Third Amendment, dated as of September 9, 2019, to Second Amended & Restated Credit Agreement, dated as of January 17, 2018, by Ubiquiti Inc., as borrower, Ubiquiti International Holding Company Limited, as a released party, and certain subsidiaries of the borrower, as guarantors, the lenders and other financial institutions party thereto and Wells Fargo Bank, National Associations, as administrative agent 8-K 10.1 September 12, 2019

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as borrower, certain domestic subsidiaries of the borrower, as guarantors, the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as administrative agent.

Third Amended and Restated Credit Agreement, dated as of March 30, 2021, by and among Ubiquiti Inc.

8-K 10.1 April 5, 2021

10.16 Aircraft Lease Agreement between Ubiquiti Networks, Inc.

and RJP Manageco LLP, dated November 13, 2013 10-Q 10.1 February 7, 2014

21.1 List of subsidiaries of Ubiquiti Inc.

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101.CAL XBRL Taxonomy Calculation Linkbase Document X

101.DEF XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB XBRL Taxonomy Labels Linkbase Document X

Number Description Incorporated by Reference from Form Incorporated by

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Exhibit Number Date Filed Filed

101.DEF XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB XBRL Taxonomy Labels Linkbase Document X

101.PRE XBRL Taxonomy Presentation Linkbase Document X

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 185 )

Consolidated Balance Sheets

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As of June 30, 2022, the Company has recorded a liability for gross unrecognized tax benefits, excluding associated interest and penalties, of $32.7 million.

We identified the assessment of gross unrecognized tax benefits as a critical audit matter.

We identified the assessment of certain gross unrecognized tax benefits as a critical audit matter.

Complex auditor judgment, including the involvement of tax professionals with specialized skills and knowledge, was required to evaluate the Company’s interpretation and application of tax law in the United States and certain foreign jurisdictions in which it operates.

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This included controls over the Company’s gross unrecognized tax benefit process to:

• evaluate the Company’s tax structure and interpret United States and foreign tax laws,

• evaluate the Company’s tax structure and interpretation of United States and foreign tax laws,

• evaluate the gross unrecognized tax benefits associated with uncertain tax positions.

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• obtaining an understanding of the Company’s overall tax structure and assessing the Company’s compliance with tax laws,

• inspecting correspondence, assessments, and settlements from taxing authorities to assess the Company’s determination of its tax positions having more than a 50% likelihood to be sustained upon examination, and

• inspecting correspondence and assessments from taxing authorities to assess the Company’s determination of its tax positions having more than a 50% likelihood to be sustained upon examination, and

• performing an independent analysis of the Company’s uncertain tax positions and comparing our determination of its tax positions having more than a 50% likelihood to be sustained upon examination to the Company’s assessment.

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Investments — short-term 427 1,320

Accounts receivable, net of allowance for doubtful accounts of $ 47 and $ 203 at June 30, 2021 and June 30, 2020 respectively

Accounts receivable, net of allowance for doubtful accounts of $ 52 and $ 47 at June 30, 2022 and 2021 respectively

119,627 172,289

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Vendor deposits 89,661 20,013

Prepaid income taxes 51 34

Prepaid expenses and other current assets 13,193 17,349

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Operating lease right-of-use assets, net 64,231 40,011

Deferred tax assets — long-term 4,776 4,102

Deferred tax assets 6,618 4,776

Investments — long-term — 1,035

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500,000,000 shares authorized:

62,582,858 and 63,687,891 outstanding at June 30, 2021 and June 30, 2020, respectively

60,420,525 and 62,582,858 outstanding at June 30, 2022 and 2021, respectively

Additional paid–in capital 650 —

Accumulated other comprehensive income 1 9

Accumulated other comprehensive (loss) income ( 474 ) 1

Retained earnings (deficit) ( 383,112 ) 2,635

Total stockholders’ equity (deficit) ( 382,876 ) 2,699

Total liabilities and stockholders’ equity (deficit) $ 890,985 $ 737,451

Total liabilities and stockholders’ equity $ 844,712 $ 890,985

See notes to consolidated financial statements.

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Sales, general and administrative 69,859 53,513 40,569

Litigation settlement — — 18,000

Total operating expenses 207,548 169,684 129,974

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Other comprehensive income:

Unrealized (losses) gains on available-for-sale securities ( 8 ) ( 384 ) 393

Other Comprehensive (loss) income ( 8 ) ( 384 ) 393

Unrealized (losses) on available-for-sale securities ( 475 ) ( 8 ) ( 384 )

Other comprehensive (loss) ( 475 ) ( 8 ) ( 384 )

Comprehensive income $ 378,182 $ 616,576 $ 379,913

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Provision for inventory obsolescence 2,413 ( 249 ) 6,617

Provision for sales returns 1,004 — —

Provisions for loss on vendor deposits and purchase commitments 8,907 10,712 3,327

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Vendor deposits ( 79,034 ) ( 17,092 ) 3,124

Prepaid income taxes ( 17 ) ( 11 ) ( 23 )

Prepaid expenses and other assets 1,841 ( 30,543 ) ( 10,824 )

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Purchase of property and equipment and other long-term assets ( 13,468 ) ( 18,325 ) ( 30,619 )

Private equity investment — — ( 5,000 )

Purchase of investments ( 1,479 ) ( 1,863 ) ( 27,538 )

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Tax withholdings related to net share settlements of restricted stock units ( 1,185 ) ( 998 ) ( 1,132 )

Net cash (used in) by financing activities ( 485,955 ) ( 625,398 ) ( 530,225 )

Net cash (used in) financing activities ( 472,273 ) ( 485,955 ) ( 625,398 )

Net (decrease) increase in cash and cash equivalents ( 113,194 ) 106,801 ( 95,530 )

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Right-of-use asset recognized $ 34,516 $ 24,281 $ 8,610

Unpaid stock repurchases $ — $ — $ 2,223

Unpaid property and equipment and other long-term assets $ 511 $ 233 $ 366

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Business — Ubiquiti Inc.

and its wholly owned subsidiaries (collectively, “Ubiquiti” or the “Company”) develop high performance networking technology for service providers, enterprises and consumers globally.

and its wholly owned subsidiaries (collectively, “Ubiquiti” or the “Company”) develop high performance networking technology for enterprises, service providers and consumers globally.

The Company operates on a fiscal year ending June 30.

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Recognition of Revenues

Revenue consists of revenue from sales of hardware and the related essential software (“Products”) as well as related implied PCS.

Revenue consists of revenue from sales of hardware and the related essential software (“Products”) as well as related implied post-contract customer support (“PCS”).

We recognize revenue when obligations under the terms of a contract with our customers are satisfied, generally, upon transfer of control of promised goods or services to customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services.

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PCS is the right to receive, on a when-and-if available basis, future unspecified software upgrades and features relating to the product’s essential software as well as technical support and bug fixes.

The Company accounts for a contract with a customer when there is an approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable.

The Company’s distinct performance obligations consist mainly of transferring control of its products identified in the

contracts, purchase orders or invoices and implied PCS services.

The Company accounts for a contract with a customer when there is an approval and commitment from both parties, the rights of the

parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable.

The Company’s distinct performance obligations consist mainly of transferring control of its products identified in the contracts, purchase orders or invoices and implied PCS services.

Our contracts with the majority of our distribution customers do not include provisions for cancellations, returns, inventory swaps, or refunds that materially impact recognized revenue.

Internet or Web based sales include regulatory provisions which allow customers to return the goods, generally within 30 days and did not materially impact recognized revenue.

Internet or Web based sales include regulatory provisions which allow customers to return the goods, generally within 30 days.

The Company records a provision for returns related to this variable consideration based upon its historical returns experience with these customers.

We record amounts billed to distributors and Web based customers for shipping and handling costs as revenues.

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NRV is based upon an estimated average selling price reduced by the estimated costs of disposal.

The determination of net realizable value involves certain judgments

including estimating average selling prices based on recent sales.

The determination of net realizable value involves certain judgments including estimating average selling prices based on recent sales.

Should actual market conditions differ from the Company’s estimates, future results of operations could be materially affected.

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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.

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.

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Furniture, fixtures and equipment are recorded at cost.

The Company capitalizes eligible costs to acquire or develop internal-use software, which is included as property and equipment on the Company’s consolidated balance sheets.

Capitalized costs primarily include payroll and payroll-related costs and facilities costs.

The Company computes depreciation or amortization using the straight-line method over estimated useful lives, as follows:

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The Company enters into agreements under which we lease various real estate spaces, including warehouse facilities and office space, that are generally leased under noncancelable agreements and include various renewal options for additional periods and/or have options to early terminate.

At contract inception, the Company determines if an arrangement is a lease, or contains a lease, of an identified asset for which the Company has the right to obtain substantially all of the economic benefits from its use and the right to direct its use.

At contract inception, the Company determines if an arrangement is a lease, or contains a lease, of

an identified asset for which the Company has the right to obtain substantially all of the economic benefits from its use and the right to direct its use.

Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, while lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Operating lease ROU assets and

liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term.

Operating lease ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term.

The implicit discount rate in the Company’s leases generally cannot readily be determined and therefore, the Company uses its incremental borrowing rate based on information available at lease commencement date in determining the present value of future payments.

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The functional currency of the Company and its subsidiaries is the U.S.

For foreign operations, local currency denominated

monetary assets and liabilities are remeasured at the period end exchange rates, and revenues, costs and expenses are remeasured at the average exchange rates during the fiscal year.

For foreign operations, local currency denominated monetary assets and liabilities are remeasured at the period end exchange rates, and revenues, costs and expenses are remeasured at the average exchange rates during the fiscal year.

Foreign exchange gains and losses have been immaterial to the Company’s results of operations to date.

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Recently Adopted Accounting Pronouncements

Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).

ASU 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model which will result in earlier recognition of credit losses for certain financial instruments and financial assets.

For trade receivables, we are required to estimate lifetime expected credit losses.

For available-for-sale debt securities, the Company will recognize an allowance for credit losses rather than a reduction to the carrying value of the asset.

ASU 2016-13 is effective for the Company’s fiscal year beginning July 1, 2020 on a modified retrospective basis.

As of July 1, 2020, the Company adopted the new standard, including identifying, evaluating and quantifying the impact on its consolidated financial statements.

The Company concluded that the expected credit loss impact to the opening balance of fiscal 2021 retained earnings was deemed immaterial, and as a result the adoption did not have a material impact the Company's consolidated financial position, results of operations, or cash flows.

Recent Accounting Pronouncements Not Yet Effective

In December 2019, the FASB issued ASU No.

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ASU 2019-12 is effective for the Company’s fiscal year beginning July 1, 2021.

The Company has evaluated the impact of this new standard on its consolidated financial statements and related disclosures and determined that there will be no material impact resulting from its adoption.

As of July 1, 2021, the Company adopted the new standard, including identifying, evaluating and quantifying the impact on its consolidated financial statements The Company concluded that the adoption of this standard did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows and related disclosures.

NOTE 3— REVENUES

Revenue is primarily generated from the sale of hardware as well as the related implied post contract services (“PCS”).

Revenue is primarily generated from the sale of hardware as well as the related implied PCS.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.

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Disaggregation of Revenue

See Note 15 of Notes to Consolidated Financial Statements “Segment Information” for disaggregation of revenue by product

category and geography.

See Note 15 “Segment Information” for disaggregation of revenue by product category and geography.

Contract Balances

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Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents (1) Short-Term Investments Long-Term Investments

Money market funds $ 83 $ — $ — $ 83 $ 83 $ — $ —

Subtotal $ 83 $ — $ — $ 83 $ 83 $ — $ —

Corporate Securities 901 — ( 474 ) 427 — 427 —

Subtotal $ 2,354 $ 1 $ — $ 2,355 $ — $ 1,320 $ 1,035

Total $ 901 $ — $ ( 474 ) $ 427 $ — $ 427 $ —

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The carrying amount approximates fair value, primarily due to the short maturity of cash equivalent instruments.

During fiscal year end June 30, 2021, the Company did not recognize any net gains or losses from accumulated other comprehensive income related to unrealized gains or losses.

During fiscal year end June 30, 2020, the Company reclassified realized net gain $ 0.4 million, respectively, to earnings from accumulated other comprehensive income.

During fiscal year end June 30, 2021, interest income on the Company's investments securities was immaterial.

During fiscal year end June 30, 2020, the Company had $ 1.0 million of interest income on our investment securities.

The Company's had no material continuous unrealized loss position from marketable securities as of June 30, 2021.

The Company had no continuous unrealized loss positions from marketable securities as of June 30, 2020.

During fiscal year end June 30, 2022, the Company reclassified realized net gains of $ 0.03 million to earnings from accumulated other comprehensive income.

During fiscal year end June 30, 2021, the Company did no t recognize any net gains or losses from accumulated other comprehensive income related to realized gains or losses.

During fiscal years ended June 30, 2022 and June 30, 2021, interest income on the Company's investments securities was immaterial.

The Company had no material continuous unrealized loss position from marketable securities as of June 30, 2022 and 2021.

Based on evaluation of securities that have been in a continuous loss position, we did not recognize any other-than-temporary impairment charges during fiscal year end June 30, 2022 and 2021.

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Due within 1 year 901 427

Due after 1 year through 5 years 1,035 1,035

Total $ 901 $ 427

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Total $ 72,058 $ 71,946

(1) The Company made a total of $ 57.4 million of deposits with the Hong Kong Inland Revenue Department (“IRD”) in connection with extending the statute of limitation for income tax examinations currently under audit for the 2010-2014 tax years.

These deposits were made during fiscal year 2021, 2020, 2019, and 2018 in the amounts of $ 21.9 million, $ 15.5 million, $ 13.4 million, and $ 6.6 million, respectively.

The Company expects the $ 57.4 million of deposits made with the IRD to be refunded upon completion of the audit.

(1) The Company expects the deposits made with the IRD to be refunded upon completion of the audit.

See Note 14 to the consolidated financial statements for additional details regarding this ongoing tax audit.

(2) Accumulated amortization was $ 2.8 million and $ 1.8 million as June 30, 2021 and June 30, 2020, respectively.

(2) Accumulated amortization was $ 4.3 million and $ 2.8 million for the periods ending June 30, 2022 and June 30, 2021, respectively.

Other Current Liabilities

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Deferred Revenue — long term $ 5,822 $ 8,564

Other long-term liabilities — 58

Total $ 5,822 $ 8,564

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In addition, the Facilities include an option to request increases in the amounts of such credit facilities by up to an additional $ 500 million in the aggregate.

The Third Amended and Restated Credit Agreement replaced the Company's existing $ 700 million senior secured revolving facility (the “Existing Revolving Facility”) and $ 500 million senior secured term loan facility (the “Existing Term Facility”, together with the Existing Revolving Facility, the “Existing Facilities”) under the Second Amended & Restated Credit Agreement, dated as of January 17, 2018 (as amended by the First Amendment, dated as of June 29, 2018, the Second Amendment, dated as of March 15, and the Third Amendment, dated as of September 9, 2019, the “Existing Credit Agreement”).

The Facilities replace the Company's Existing Facilities under the Existing Credit Agreement, which has been terminated in connection with the Third Amended and Restated Credit Agreement.

The Third Amended and Restated Credit Agreement replaced the Company's existing $ 700 million senior secured revolving facility (the “Existing Revolving Facility”) and $ 500 million senior secured term loan facility (the “Existing Term Facility”, together with the Existing Revolving Facility, the “Existing Facilities”) under the Second Amended & Restated Credit Agreement, dated as of January 17, 2018 (as amended by the First Amendment, dated as of June 29, 2018, the Second Amendment, dated as of March 15, 2019 and the Third Amendment, dated as of September 9, 2019, the “Existing Credit Agreement”), which has been terminated in connection with the Third Amended and Restated Credit Agreement.

At the closing of the Third Amended and Restated Credit Agreement, the Term Facility was fully drawn, of which $ 462.5 million and $ 0.7 million was used to repay the Existing Term Facility under the Existing Credit Agreement for principal and interest, respectively.

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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 consolidated total 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 consolidated total leverage ratio as of the most recently ended fiscal quarter, and issuance fees of 0.125 % per annum.

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 consolidated total 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.

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The Facilities

As of June 30, 2021, $ 493.8 million was outstanding on the Term Facility.

As of June 30, 2021, there was no outstanding balance on the Revolving Facility, leaving $ 700.0 million available on the Revolving Facility.

As of June 30, 2021, the Company was in compliance with the financial covenants under the Third Amended and Restated Credit Agreement.

As of June 30, 2022, $ 468.8 million was outstanding on the Term Facility and $ 320 million was outstanding on the Revolving Facility, leaving $ 380 million available on the Revolving Facility.

Term Facility:

Under Existing Credit Agreement, during fiscal year 2021, the Company made aggregate payments of $ 19.1 million under the Existing Term Facility, of which $ 12.5 million was a repayment of principal and $ 6.6 million was a payment of interest.

Under the Third Amended and Restated Credit Agreement, during fiscal year 2021, the Company made aggregate payments of $ 8.3 million under the Term Facility, of which $ 6.3 million was a repayment of principal and $ 2.0 million was a payment of interest.

During fiscal year 2022, the Company made aggregate payments of $ 33.7 million under the Term Facility, of which $ 25.0 million was a repayment of principal and $ 8.7 million was a payment of interest.

As of June 30, 2022, the interest rate on the term loan was 3.17 %.

As of July 30, 2021, the most currently available reset date, the Term Facility has an interest rate of 1.59 %.

This interest rate will reset on July 29, 2022.

Revolving Facility:

Under the Existing Credit Agreement, during fiscal year 2021, the Company made aggregate payments of $ 182.9 million under the Existing Revolving Facility, of which $ 180.0 million was a repayment of principal and $ 2.9 million was a payment of interest.

Under the Third Amended and Restated Credit Agreement, during fiscal year 2022, the Company made aggregate payments of $ 27.1 million under the Revolving Facility, of which $ 25.0 million was a repayment of principal and $ 2.1 million was a payment of interest.

Debt Payment Obligations Interest Rate as of June 30, 2022 Rate Reset Date as of June 30, 2022

$ 60 Million Revolver

3.01 % July 18, 2022

$ 40 Million Revolver

3.12 % July 27, 2022

$ 25 Million Revolver

2.69 % July 11, 2022

$ 175 Million Revolver

2.75 % July 13, 2022

$ 20 Million Revolver

3.10 % July 21, 2022

The following table summarizes our estimated debt and interest payment obligations as of June 30, 2022, for fiscal 2023 and future fiscal years (in thousands):

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Some of our leases include options to extend the term of such leases for a period from 12 months to 60 months, and/or have options to early terminate the lease.

As of June 30,

2021, we included such options in determining the lease terms for certain of our leases as we were reasonably certain that we would exercise those options.

As of June 30, 2022, we included such options in determining the lease terms for certain of our leases as we were reasonably certain that we would exercise those options.

Most of our leases require us to pay certain operating expenses in addition to base rent, such as taxes, insurance and maintenance costs.

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For fiscal year June 30, 2022 and 2021, the cash paid for amounts associated with our operating lease liabilities were approximately $ 14.4 million and $ 11.2 million, respectively.

Cash paid for amounts associated with the Company's operating lease liabilities were classified as operating activities in the consolidated statement of cash flows.

Cash paid for amounts associated with the Company's operating lease liabilities were

classified as operating activities in the consolidated statement of cash flows.

The following table shows our undiscounted future fixed payment obligations under our recognized operating leases and a reconciliation to the operating lease liabilities as of June 30, 2022:

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Total operating lease liabilities $ 66,769

Weighted-average remaining lease term - operating leases Five years

Weighted-average remaining lease term - operating leases Seven years

Weighted-average discount rate - operating leases 2.2 %

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There have been no other significant liabilities for cancellations recorded as of June 30, 2022 .

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.

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 may be subject to additional purchase obligations for supply agreements and components ordered by our contract manufacturers based on manufacturing forecasts we provide them each month.

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On April 19, 2017, XR Communications, LLC, d/b/a Vivato Technologies (“Vivato”), filed a complaint against the Company in the United States District Court for the Central District of California, alleging that at least one of the Company’s products infringes United States Patent Numbers 7,062,296 (the “‘296 Patent”), 7,729,728 (the “‘728 Patent”), and 6,611,231 (the “‘231 Patent” and, collectively, the “Patents-in-Suit”).

Vivato also filed nine other lawsuits asserting the same patents against other defendants in the Central District of California.

On October 2, 2017, the ten cases were consolidated into a single action for all purposes except trial (the "Original Action").

According to the operative Second Amended Complaint filed on July 6, 2017, the products accused of infringing the Patents-in-Suit include Wi-Fi access points and routers supporting MU-MIMO, including without limitation access points and routers utilizing the IEEE 802.11ac-2013 standard.

On March 19, 2018, the Company and the remaining defendants in the Original Action moved to stay the case pending completion of certain inter partes review proceedings before the Patent Trial and Appeal Board.

On April 11, 2018, the Court stayed the Original Action.

The Patent Trial and Appeal Board, in the aforementioned series of inter partes review proceedings, invalidated asserted claims of two of the three Patents-in-Suit, but it rejected the challenge to the ‘231 Patent.

(the “Original Action”).

On April 11, 2018, the Court stayed the Original Action pending completion of certain inter partes review proceedings before the Patent Trial and Appeal Board (“PTO”).

The PTO invalidated asserted claims of two of the three Patents-in-Suit, but it rejected the challenge to the ‘231 Patent.

That decision was appealed, and on November 25, 2020, the Federal Circuit Court of Appeals affirmed the Patent Trial and Appeal Board decision.

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10,594,376 (the “New Action”).

According to the New Action, the products accused of infringing these patents include Wi-Fi access points and routers supporting

MU-MIMO, including without limitation access points and routers utilizing the 802.11ac and 802.11ax protocols.

The New Action, as well as four similar new lawsuits filed by Vivato against other defendants in the same jurisdiction, were consolidated into the Original Action.

The Company’s response to the New Action was filed on August 11, 2021.

The Company plans to vigorously defend itself against these claims;

however, there can be no assurance that the Company will prevail in the lawsuit.

The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation.

In re Ubiquiti Inc.

Securities Litigation (SDNY)

On May 19, 2021, a purported class action, captioned Nils Molder, Individually and On Behalf of All Others Similarly Situated v.

Ubiquiti Inc.

1:21-cv-04520 (the “Securities Action”), was filed in the United States District Court for the Southern District of New York against the Company and certain of its officers.

The Securities Action complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making false and/or misleading statements, including purported failure to disclose material facts about a data breach experienced by the Company in January 2021.

On July 30, 2021, the Court appointed a lead plaintiff and lead plaintiff’s counsel and ordered the lead plaintiff to file an amended complaint on or before September 24, 2021.

The case is now captioned In re Ubiquiti Inc.

Securities Litigation, 21 Civ.

On November 24, 2021, the Company and the remaining defendants in the Original Action filed a motion for judgment on the pleadings regarding the ’231 Patent.

On January 4, 2022, the Court granted defendants’ motion and dismissed Vivato’s claims based on the ’231 Patent.

That ruling is now on appeal.

All claims asserted against the Company in the Original Action have been dismissed.

A claim construction hearing took place on January 18, 2022 before a court-appointed Special Master and, on January 27, 2022, the Special Master issued his Report and Recommendation.

On April 18, 2022, the court adopted the Special Master’s report on claim construction, with some modifications, and also granted in part the motion for judgment on the pleadings dismissing one of the four remaining claims of the ‘728 Patent.

On August 1, 2022, Vivato voluntarily dismissed, with prejudice, its remaining claims related to the ‘728 patent, as well as claims 22-31 of the ‘376 Patent.

Trial in the New Action is currently scheduled for November 14, 2022.

The Company plans to vigorously defend itself against these claims;

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Common Stock Repurchases

On November 6, 2019, the Company’s Board of Directors approved a $ 200 million stock repurchase program (the “2019 November Program”).

Under the 2019 November Program, the Company is authorized to repurchase up to $ 200 million of common stock.

The 2019 November Program expires on December 31, 2021.

During the three months ended September 30, 2020, under the 2019 November Program, the Company repurchased and retired 228,180 shares of common stock at an average price per share of $ 166.05 for an aggregate amount of $ 37.9 million.

As of September 15, 2020, the Company had no remaining balance available for share repurchase under the 2019 November Program.

On May 5, 2020, the Company's Board of Directors approved a $ 500 million stock repurchase program (the “2020 May Program”).

Under the 2020 May Program, the Company may repurchase up to $ 500 million of its common stock.

Under the 2020 May Program, the Company is authorized to repurchase up to $ 500 million of its common stock.

The 2020 May Program expires on March 31, 2022.

During the twelve months ended June 30, 2022, under the 2020 May Program, the Company repurchased and retired 1,074,820 shares of common stock at an average price per share of $ 295.98 for an aggregate amount of $ 318.1 million.

Under both programs, for the fiscal year ended June 30, 2021, the Company repurchased and retired 1,145,188 shares of common stock at an average price per share of $ 191.90 for an aggregate amount of $ 219.8 million.

As of June 30, 2021, the Company had $ 318.1 million available for share repurchases under the 2020 May Program.

The following table provides information with respect to the Company’s Share Repurchase programs and the activity under the available share repurchase programs during fiscal year ended June 30, 2021 (in millions, except share and per share amounts):

As of June 30, 2022, the Company had no remaining balance available for share repurchases under the 2020 May Program.

On February 1, 2022 the Company's Board of Directors approved a $ 300 million stock repurchase program (the "2022 February Program").

Under the 2022 February Program, the Company is authorized to repurchase up to $ 300 million of its common stock.

The 2022 February Program expires on June 30, 2023.

During the twelve months ended June 30, 2022, under the 2022 February Program, the Company repurchased and retired 1,119,033 shares of common stock at an average price per share of $ 268.09 for an aggregate amount of $ 300 million.

As of June 30, 2022, the Company had no remaining balance available for share repurchases under the 2022 February Program.

On May 3, 2022, the Board of Directors of the Company approved a $ 200 million stock repurchase program (the “2022 May Program”).

Under the 2022 May Program, the Company is authorized to repurchase up to $ 200 million of common stock.

The 2022 May Program expires on September 30, 2023.

The Company did not make any repurchases under the 2022 May Program during the twelve months ended June 30, 2022.

As of June 30, 2022, the Company has $ 200 million available for share purchase under the 2022 May Program.

The following table provides information with respect to the Company’s 2020 May Program, 2022 February Program and 2022 May Program and the activity under the available share repurchase program during the fiscal year ended June 30, 2022 (in millions, except share and per share amounts):

Date of Approved and Publicly Announced Program Amount of Publicly Announced Program Total Number of Shares Purchased as Part of Publicly Announced Programs Average Price Paid per Share Total Aggregate Amount Paid Period of Purchases Estimated Remaining Balance Available for Share Repurchases under the Programs Expiration date of Program

November 8, 2019 $ 200.0 228,180 $ 166.05 $ 37.9 August 21, 2020 - September 15, 2020 $ — 12/31/2021

May 8, 2020 $ 500.0 917,008 $ 198.33 $ 181.9 September 15, 2020 - June 24, 2021 $ 318.1 3/31/2022

May 8, 2020 $ 500 1,074,820 $ 295.98 $ 318.1 July 7, 2021 - February 3, 2022 $ — 3/31/2022

February 4, 2022 $ 300 1,119,033 $ 268.09 $ 300.0 February 4, 2022- May 3, 2022 $ — 6/30/2023

May 6, 2022 $ 200 — — — — $ 200 9/30/2023

The following table summarizes total activity related to our stock repurchase programs for the fiscal year end as indicated (in millions, except average price per share):

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Other comprehensive income refers to unrealized gains and losses that are recorded as an element of stockholders’ equity but are excluded from net income pursuant to GAAP.

For the fiscal year ended June 30, 2021 and 2020, the Company’s accumulated other comprehensive income includes net unrealized gains and losses from the Company’s available-for-sale securities, respectively.

For the fiscal year ended June 30, 2022 and 2021, the Company’s accumulated other comprehensive income includes net unrealized losses from the Company’s available-for-sale securities, respectively.

NOTE 13— STOCK BASED COMPENSATION

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In December 2020, the Company's stockholders approved the Ubiquiti Inc.

2020 Omnibus Incentive Plan (the “2020 Equity Plan”) that will succeed the Company's 2010 Equity Incentive Plan (the “Prior Plan”), and no additional awards will be granted under the Prior Plan following January 31, 2021.

2020 Omnibus Incentive Plan (the “2020 Equity Plan”)

that will succeed the 2010 Plan, and no additional awards will be granted under the 2010 Plan following January 31, 2021.

Under the terms of the 2020 Equity Plan, the Company is authorized to grant awards for up to five million shares of common stock over the term of the 2020 Equity Plan.

Outstanding awards under the Prior Plan remain in effect pursuant to the terms of the Prior Plan.

The 2020 and 2010 Equity Plan is administered by the Company’s Board of Directors or a committee of the Company’s Board of Directors.

Subject to the terms and conditions of the 2020 and 2010 Equity Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2020 and 2010 Equity Plan.

The administrator is also authorized to adopt, amend or rescind rules relating to administration of the 2020 and 2010 Equity Plan.

Outstanding awards under the 2010 Plan remain in effect pursuant to the terms of the 2010 Plan.

The 2020 Equity Plan and the 2010 Plan are each administered by the Company’s Board of Directors or a committee of the Company’s Board of Directors.

Subject to the terms and conditions of the 2020 Equity Plan and the 2010 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2020 Equity Plan and the 2010 Plan.

The administrator is also authorized to adopt, amend or rescind rules relating to administration of the 2020 Equity Plan and the 2010 Plan.

Options and RSUs generally vest over a four-year period from the date of grant and generally expire ten years from the date of grant.

The terms of the 2020 and 2010 Equity Plan provide that an option price shall not be less than 100 % of fair market value on the date of grant.

The terms of the 2020 Equity Plan and the 2010 Plan provide that an option price shall not be less than 100 % of fair market value on the date of grant.

As of June 30, 2022, the Company had 4,968,708 authorized shares available for future issuance under all of its stock incentive plans.

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Exercised ( 8,413 ) $ 11.70

Cancelations ( 6 ) $ 2.90

Cancellations — $ —

Balance, June 30, 2022 2,112 $ 10.77 0.37 $ 584,982

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2,112 0.37 $ 10.77

$ 15.00 - $ 15.00

21 0.29 $ 15.00

$ 18.49 - $ 18.49

1,000 0.51 $ 18.49

During fiscal 2022, 2021 and 2020, the aggregate intrinsic value of options exercised under the Company’s stock incentive plans was $ 2.3 million, $ 3.1 million, and $ 3.9 million, respectively, as determined as of the date of option exercise.

As of June 30, 2022, the Company had no unrecognized compensation cost related to stock options.

The Company did not grant any stock options during fiscal 2021, fiscal 2020, or fiscal 2019.

The Company did no t grant any stock options during fiscal 2022, fiscal 2021, or fiscal 2020.

Forfeiture rate

The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to

evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior and

other factors.

The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the

actual number of future forfeitures differs from that estimated, the Company may be required to record adjustments to stock-based compensation expense in future periods.

The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior and other factors.

The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from that estimated, the Company may be required to record adjustments to stock-based compensation expense in future periods.

Restricted Stock Units (“RSUs”)

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State tax expense 1.0 1.7 1.6

Federal research and development credits — — ( 0.2 )

Stock-based compensation ( 0.1 ) — ( 0.1 )

Other permanent items 0.9 0.2 0.6

Transition tax — — 0.6

Effective tax rate 14.8 % 15.3 % 15.5 %

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The Company recorded tax provisions of $ 65.8 million for fiscal 2022 as compared to $ 111.1 million for fiscal 2021.

The Company’s effective tax rate for fiscal year 2021 effective tax rate, before discrete items, 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, partially offset by additional US tax related to the Company’s non-

operations under Global Intangible Low-Taxes Income (“GILTI”) provision.

Our effective tax rate and resulting provision for income taxes for fiscal 2022 and fiscal 2021 years reflect the full impact of the 2017 Tax Act, which resulted in a reduction in the U.S.

statutory rate to 21% which is partially offset by a reduced tax benefit from foreign operations.

Significant components of the Company's deferred tax assets and liabilities as of June 30, 2022 are as follows (in thousands):

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As of June 30, 2022, the Company had $ 3.5 million accrued interest related to uncertain tax matters.

The Company, and one or more of its subsidiaries, files income tax returns in the United States federal jurisdiction, and various state, local, and foreign jurisdictions and is currently undergoing income tax examinations by the U.S.

Internal Revenue Service and the Hong Kong IRD.

The Company, and one or more of its subsidiaries, files income tax returns in the United States federal jurisdiction, and various

state, local, and foreign jurisdictions and is currently undergoing income tax examinations by the U.S.

Internal Revenue Service (“IRS”) and the Hong Kong Inland Revenue Department ("IRD").

All material consolidated federal, state and local income tax matters have been concluded for years through 2014.

The majority of the Company's foreign jurisdictions have been concluded through 2014, with the exception of Hong Kong which has been reviewed through 2009 and is currently under audit for the 2010-2016 tax years.

During fiscal years 2021, 2020, 2019 and 2018, the Company made a total of $ 21.9 million, $ 15.5 million, $ 13.4 million, and $ 6.6 million of deposits with the Hong Kong IRD in connection with extending the statute of limitation for income tax examinations currently under audit for 2010-2014 tax years.

These refundable deposits totaling $ 57.4 million are included within other long-term assets on our Consolidated Balance Sheets.

During fiscal years 2022, 2021, 2020, 2019 and 2018, the Company made a total of $ 3.0 million, $ 21.9 million, $ 15.5 million, $ 13.4 million, and $ 6.6 million, respectively, of deposits with the Hong Kong IRD in connection with extending the statute of limitation for income tax examinations currently under audit for 2010-2016 tax years.

On March 2, 2022, the Company received notification that the Hong Kong IRD is seeking an additional $ 23.5 million deposit covering the 2016 tax year.

The Company filed a formal protest in response to this notice and the Assessor's office agreed to a reduced deposit of $ 3.0 million which was remitted on May, 23, 2022.

The refundable deposits are included within other long-term assets on our Consolidated Balance Sheets.

The IRD is examining the Company’s claims that its revenue is generated through activities performed wholly outside of the Hong Kong tax jurisdiction and are therefore exempt from Hong Kong tax.

The Company is fully cooperating with the examination including submitting documentation in support of its position.

The Company continues to believe that its tax positions filed with IRD are more likely than not to be sustained based on their technical merits and therefore no reserve has been provided for this tax uncertainty and the Company expects the $ 57.4 million of deposits made with IRD to be refunded upon completion of the audit.

The Company continues to believe that its tax positions filed with IRD are more likely than not to be sustained based on their technical merits and therefore no reserve has been provided for this tax uncertainty and we expect the $ 60.0 million (net of foreign currency impact) of deposits made with IRD to be refunded upon completion of the audit.

However, there can be no assurance that this matter will be resolved in the Company’s favor and therefore it’s possible that an adverse outcome of the matter could have a material effect on the Company’s results of operations and financial condition.

In July 2018, the Company received a draft Notice of Proposed Adjustment (“Draft NOPA”) from the Internal Revenue Service

(“IRS”) proposing an adjustment to income for the fiscal 2015 and fiscal 2016 tax years based on its interpretation of certain obligations of the non-US entities under the credit facility.

In July 2018, the Company received a draft Notice of Proposed Adjustment (“Draft NOPA”) from the IRS proposing an adjustment to income for the fiscal 2015 and fiscal 2016 tax years based on its interpretation of certain obligations of the non-US entities under the Company's credit facilities.

This Draft NOPA was superseded by an Acknowledgement of Facts (“AOF”) issued to the Company by the IRS on January 17, 2020.

The IRS in its AOF continued to propose an adjustment to the Company’s income for its fiscal 2015 and fiscal 2016 tax years based on the IRS’ interpretation of certain obligations of the Company’s foreign subsidiaries under the Company’s credit facilities in place at that time.

On May 12, 2020, the IRS issued a final Notice of Proposed Adjustment to the Company with respect to the 2015/2016 tax years.

The Company has formally protested the adjustment and the case has been moved from the Examination Division to the IRS Appeals Division where a formal review of the facts and the applicable law will take place.

The timing of when the case will be scheduled to be reviewed by the Appeals Division is uncertain at this time due in large part to an existing backlog of cases awaiting review by the Division.

The Company strongly believes the position of the IRS with regard to this matter is without merit.

On May 12, 2020, the IRS issued a final Notice of Proposed Adjustment for $ 12.7 million to the Company with respect to the fiscal 2015 and fiscal 2016 tax years.

The Company formally protested the adjustment and the case was moved from the Examination Division to the IRS Appeals Division where a formal review of the facts and the applicable law ensued.

The Appeals process has now been completed and Appeals has allowed the Proposed Adjustment to stand.

The Company intends to pursue a dismissal of the IRS Proposed Adjustment in Tax Court.

The Company continues to strongly believe the position of the IRS with regard to this matter is without merit.

However, there can be no assurance that this matter will be resolved in the Company’s favor.

Regardless of whether the matter is resolved in the Company’s favor, the final resolution of this matter could be expensive and time-consuming to defend and/or settle.

The Company estimates the incremental tax liability associated with the income adjustment proposed in the AOF would be approximately $ 50.0 million, excluding potential interest and penalties, after adjusting for the impact of an adjustment on the amount of transition tax payable in future years by the Company.

We estimate the incremental tax liability associated with the income adjustment associated with taxability of obligations under the credit facility would be approximately $ 50.0 million, excluding potential interest and penalties, after adjusting for the impact of an adjustment on the amount of transition tax payable in future years by the Company.

As the Company believes that the tax originally paid in fiscal 2015 and fiscal 2016 is correct, it has not provided a reserve for this tax uncertainty.

However, an adverse outcome may have a material and adverse effect on the Company’s results of operations and financial condition.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES”) was signed into law on March 25, 2020.

The bill was meant to address the economic fallout in response to locally mandated shelter-in-place orders that were executed in an attempt to slow the spread of COVID-19.

None of these provisions of CARES are expected to have material impacts to the Company’s fiscal 2021 tax provision.

The Company will monitor the updates, both to the Company’s business as well as guidance issued with respect to CARES that could impact the current interpretation of the provisions under CARES, to determine whether any additional considerations need to be made with respect to the Company’s tax provision in future periods.

On December 27, 2020, the Consolidations Appropriations Act (“CAA”) 2020 was enacted.

The CCA was enacted as a supplement to the CARES legislation providing additional financial relief.

The impact of the CCA on the Company's tax provision is immaterial.

NOTE 15— SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS

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2022 2021 2020

Service Provider Technology $ 623,163 33 % $ 442,023 34 % $ 428,490 37 %

Enterprise Technology 1,316,685 78 % 1,274,931 67 % 842,477 66 %

Service Provider Technology $ 375,007 22 % $ 623,163 33 % $ 442,023 34 %

Total revenues $ 1,691,692 100 % $ 1,898,094 100 % $ 1,284,500 100 %

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* denotes less than 10%

NOTE 16— RELATED PARTY TRANSACTIONS AND CERTAIN OTHER TRANSACTIONS

Aircraft Lease Agreement

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.

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 purchases from a third-party provider.

Pursuant to the Aircraft Lease Agreement, the Company had no expense during the fiscal year ended June 30, 2021 and recognized a total of approximately $ 1.4 million and $ 1.7 million during fiscal year ended June 30, 2020 and 2019, respectively.

All expenses pursuant to the Aircraft Lease Agreement have been included in the Company’s sales, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income.

NOTE 16 - SUBSEQUENT EVENTS

Stock Repurchases

Between July 1, 2021 and August 26, 2021, the Company repurchased and retired 93,152 shares of common stock at an average price of $ 299.66 for an aggregate amount of $ 27.9 million.

As of August 26, 2021, the Company had $ 290.2 million available for share repurchases under the 2020 May Program.

On August 26, 2022, the Company announced that its Board of Directors had approved a quarterly cash dividend of $ 0.60 per share payable on September 13, 2022 to shareholders of record at the close of business on September 6, 2022.

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S-1 10.2 June 17, 2011

Amended and Restated 2010 Equity Incentive Plan and forms of agreement thereunder.

S-1 10.3 June 17, 2011

Ubiquiti Inc.

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S-1 10.1 June 17, 2011

Amended Technology License Agreement, dated as of September 1, 2010, between Ubiquiti Networks, Inc.

and Atheros Communications, Inc.

S-1 10.12 June 17, 2011

Taiwan Lease, dated as of July 20, 2011, between Jin Yeoung Ji Co., Ltd.

1 unchanged sentence

10-Q 10.15 November 14, 2011

First Amendment dates as April 14, 2017, to Amended and Restated Credit Agreement, dated as of March 3, 2015, by and among Ubiquiti Networks, Inc.

8-K 10.1 April 20, 2017

Second Amendment, dated as of October 31, 2017, to Amended and Restated Credit Agreement, dated as of March 3, 2015, by and among Ubiquiti Networks, Inc.

8-K 10.1 November 1, 2017

Amended Technology License Agreement, dated as of September 1, 2010, between Ubiquiti Networks, Inc.

and Atheros Communications, Inc.

S-1 10.12 June 17, 2011

Second Amended and Restated Credit Agreement, dated as of January 17, 2018, by and among Ubiquiti Networks, Inc.

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Third Amended and Restated Credit Agreement, dated as of March 30, 2021, by and among Ubiquiti Inc.

10.1 April 5, 2021

Aircraft Lease Agreement between Ubiquiti Networks, Inc.

and RJP Manageco LLP, dated November 13, 2013

10-Q 10.1 February 7, 2014

List of subsidiaries of Ubiquiti Inc.

18 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures