What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-08-25 compared with 2022-08-26 · 204 added, 372 removed, 741 unchanged (44% 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, 2023.

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.

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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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management, with the participation of our Chief Executive Officer and Chief Accounting and Finance Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2023, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Directors and Executive Officers and Corporate Governance

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.”

The information required by this Item 10 is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2023 fiscal year end) under the headings "Executive Officers," "Proposal One Election of Directors – Information Regarding Nominees,” "Proposal One

Election of Directors - Information Regarding Continuing Directors," and “Corporate Governance.”

Executive Compensation

The information required by this Item 11 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 “Executive Compensation”, “CEO Pay Ratio”, “Proposal One Election of Directors – Directors’ Compensation” and “Corporate Governance – Compensation Committee Interlocks and Insider Participation.”

The information required by this Item 11 is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2023 fiscal year end) under the headings “Executive Compensation”, “Proposal One Election of Directors – Directors’ Compensation” and “Corporate Governance – Compensation Committee Interlocks and Insider Participation.”

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 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.”

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 2023 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2023 fiscal year end) under the headings “Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters,” and "Equity Compensation Plan Information."

Certain Relationships and Related Transactions, and Director Independence

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The information required by this Item 14 is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission within 120 days of our June 30, 2023 fiscal year end) under the headings “Proposal Two Ratification of the Appointment of Independent Registered Public Accounting Firm—Audit and Non-Audit Fees” and “Audit Committee Pre-Approval Policies.”

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

Financial Statements

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Exhibit Number Date Filed Filed

3.1 Third Amended and Restated Certificate of Incorporation of Ubiquiti Inc., as amended 10-K August 21, 2019

3.2 Amended and Restated Bylaws, as amended, as of December 17, 2020 8-K 3.1 December 18, 2020

Third Amended and Restated Certificate of Incorporation of Ubiquiti Inc., as amended

10-K August 21, 2019

Amended and Restated Bylaws, as amended, as of December 17, 2020

3.1 December 18, 2020

Specimen Common Stock Certificate of Ubiquiti Networks, Inc.

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S-1 4.3 June 17, 2011

4.4 Descriptions of the Company’s Securities X

Descriptions of the Company’s Securitie s

Form of Indemnification Agreement between Ubiquiti Networks, Inc.

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Ubiquiti Inc.

2020 Omnibus Incentive Plan 8-K 10.1 December 11, 2020

2020 Omnibus Incentive Plan

8-K 10.1 December 11, 2020

Employment Agreement, dated as of March 1, 2016, between Ubiquiti Networks, Inc.

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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.

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 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.

and Ubiquiti International Holding Company Limited, an exempted company incorporated under the laws of Cayman Islands, certain subsidiaries of the borrower, as guarantors, the lenders and other financial institutions party thereto and Wells Fargo Bank, National Associations, as administrative agent.

10-K 10.1 August 24, 2018

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.

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 Associations, as administrative agent.

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

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

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.

8-K 10.1 April 5, 2021

10.1 April 5, 2021

First Amendment to Third Amended and Restated Credit Agreement, dated as of April 3, 2023, by and among Ubiquiti Inc., 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 and collateral agent.

10.1 April 7, 2023

List of subsidiaries of Ubiquiti Inc.

23.1 Consent of independent registered public accounting firm X

24.1 Power of Attorney (contained in the signature page to this Form 10-K) X

Consent of independent registered public accounting firm

Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

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101.LAB XBRL Taxonomy Labels Linkbase Document X

Number Description Incorporated by Reference from Form Incorporated by

Reference from

Exhibit Number Date Filed Filed

101.PRE XBRL Taxonomy Presentation Linkbase Document X

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(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J.

Pera and Kevin Radigan and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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We have audited the accompanying consolidated balance sheets of Ubiquiti Inc.

and subsidiaries (the Company) as of June 30, 2022 and 2021, the related consolidated statements of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended June 30, 2022, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of June 30, 2023 and June 30, 2022, the related consolidated statements of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended June 30, 2023, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2022, in conformity with U.S.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and June 30, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2023, in conformity with U.S.

generally accepted accounting principles.

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Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Unrecognized tax benefits

As discussed in Notes 2 and 14 to the consolidated financial statements, the Company records a liability for unrecognized tax benefits associated with uncertain tax positions.

The Company recognizes tax benefits from uncertain tax positions only if there is more than a 50% likelihood that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position.

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 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.

This evaluation included the determination of which tax positions have more than a 50% likelihood of being sustained upon examination.

Excess and obsolete inventory

As discussed in Note 2 to the consolidated financial statements, the Company’s inventories of $737,121 thousand as of June 30, 2023 are stated at the lower of actual cost, computed using the first-in, first-out method, and net realizable value (NRV).

The Company reduces the value of its inventory for estimated obsolescence or lack of marketability by the difference between the cost of the affected inventory and the NRV.

The determination of excess or obsolete inventory is estimated based on a comparison of the quantity and cost of inventory on hand to the Company’s forecast of customer demand, which is dependent on various factors and requires the Company to use judgment in forecasting future demand for its products.

We identified the assessment of the value of certain finished goods inventory as a critical audit matter.

Subjective auditor judgement was required to evaluate the Company’s estimates of forecasted customer demand, which can be affected by market and economic conditions outside the Company’s control, including evaluating whether past consumption is indicative of future inventory demand.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter.

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

• 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.

In addition, we involved tax professionals with specialized skills and knowledge, who assisted in performing the following procedures over certain jurisdictions:

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

• 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.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s finished goods inventory valuation process.

This included controls related to the development of estimates of forecasted customer demand of inventory.

We evaluated current year estimates of forecasted customer demand used to determine the value of excess and obsolete inventory.

We selected certain inventory items and compared the Company’s prior year estimate of forecasted customer demand to actual sales results to assess the Company’s ability to accurately forecast and evaluate whether past consumption was indicative of future inventory demand.

We have served as the Company’s auditor since 2016.

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Consolidated Balance Sheets

(In thousands, except share data)

(In thousands, except share and per share data)

Current assets:

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Deferred tax assets 23,701 6,618

Investments — long-term — 1,035

Other long-term assets 71,324 72,058

Total assets $ 1,406,399 $ 844,712

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’ Deficit

Current liabilities:

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Total current liabilities 351,819 310,950

Income tax payable — long-term 94,169 104,022

Income taxes payable — long-term 74,880 94,169

Operating lease liabilities — long-term 46,052 54,025

Debt — long-term 1,041,381 762,622

Deferred tax liability — long-term 226 —

Other long-term liabilities 7,774 5,822

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Commitments and contingencies (Note 9)

Stockholders’ equity (deficit):

Stockholders’ deficit:

Preferred stock—$ 0.001 par value;

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500,000,000 shares authorized:

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

60,441,896 and 60,420,525 issued and outstanding at June 30, 2023 and 2022, respectively

Additional paid–in capital 4,721 650

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 $ 844,712 $ 890,985

See notes to consolidated financial statements.

Accumulated other comprehensive (loss) — ( 474 )

Accumulated deficit ( 120,514 ) ( 383,112 )

Total stockholders’ (deficit) ( 115,733 ) ( 382,876 )

Total liabilities and stockholders’ deficit $ 1,406,399 $ 844,712

See accompanying notes to consolidated financial statements.

UBIQUITI INC.

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(In thousands, except per share amounts)

Years Ended June 30,

Year ended June 30,

2023 2022 2021

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Comprehensive income $ 407,641 $ 378,182 $ 616,576

See notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

UBIQUITI INC.

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In thousands, except share data

Common Stock Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Income Total Stockholders’ Equity (Deficit)

Common Stock Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Total Stockholders' Equity (Deficit)

Shares Amount Amount Amount Amount Amount

Balances at June 30, 2019 69,472,568 $ 69 $ — $ 98,815 $ 393 $ 99,277

Balance at June 30, 2020 63,687,891 $ 64 $ 447 $ ( 295,978 ) $ 9 $ ( 295,458 )

Net Income — — — 616,584 — 616,584

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Repurchase of Common Stock ( 1,145,188 ) ( 1 ) ( 2,603 ) ( 217,158 ) — ( 219,762 )

Stock-based compensation expense — — 2,888 — — 2,888

Share-based compensation expense — — 3,029 — — 3,029

Dividends paid on Common Stock ($ 1.60 per share)

— — — ( 100,813 ) — ( 100,813 )

Balances at June 30, 2020 63,687,891 $ 64 $ 447 $ ( 295,978 ) $ 9 $ ( 295,458 )

Balance at June 30, 2021 62,582,858 $ 63 $ — $ 2,635 $ 1 $ 2,699

Net Income — — — 378,657 — 378,657

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Repurchase of Common Stock ( 2,193,853 ) ( 3 ) ( 1,779 ) ( 616,349 ) — ( 618,131 )

Stock-based compensation expense — — 3,029 — — 3,029

Share-based compensation expense — — 3,516 — — 3,516

Dividends paid on Common Stock ($ 2.40 per share)

— — — ( 148,055 ) — ( 148,055 )

Balances at June 30, 2021 62,582,858 $ 63 $ — $ 2,635 $ 1 $ 2,699

Balance at June 30, 2022 60,420,525 $ 60 $ 650 $ ( 383,112 ) $ ( 474 ) $ ( 382,876 )

Net Income — — — 407,641 — 407,641

Other comprehensive income (loss) — — — — $ ( 475 ) ( 475 )

Reclassification adjustment for loss on investments included in net income — — — — 474 474

Stock options exercised 2,112 — 23 — — 23

Restricted stock units issued, net of tax withholdings 19,259 — ( 686 ) — — ( 686 )

Repurchase of Common Stock ( 2,193,853 ) ( 3 ) ( 1,779 ) ( 616,349 ) — ( 618,131 )

Stock-based compensation expense — — 3,516 — — 3,516

Share-based compensation expense — — 4,734 — — 4,734

Dividends paid on Common Stock ($ 2.40 per share)

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Balance at June 30, 2023 60,441,896 $ 60 $ 4,721 $ ( 120,514 ) $ — $ ( 115,733 )

See notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

UBIQUITI INC.

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Net income $ 407,641 $ 378,657 $ 616,584

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash (used in)/provided by operating activities:

Depreciation and amortization 16,292 13,689 12,100

Impairment of cost-based investment — — 5,000

Amortization of debt issuance costs 1,405 1,319 1,791

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Provision for inventory obsolescence 13,391 2,413 ( 249 )

Provision for sales returns 1,004 — —

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

Stock-based compensation 3,516 3,029 2,888

Provision for loss on vendor deposits ( 3,913 ) 8,907 10,712

Share-based compensation 4,734 3,516 3,029

Deferred taxes ( 16,857 ) ( 1,842 ) ( 674 )

Change in unrealized loss on available-for-sale securities 792 — —

Provision for sales returns 553 1,004 —

Other, net 365 ( 555 ) 509

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Accrued and other liabilities ( 38,730 ) 58,589 56,221

Net cash provided by operating activities 370,259 612,022 460,284

Net cash (used in) provided by operating activities ( 145,428 ) 370,259 612,022

Cash Flows from Investing Activities:

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Proceeds from sale of investments — 2,457 —

Proceeds from maturity of investments 1,310 922 15,832

Net cash (used in) provided by investing activities ( 11,180 ) ( 19,266 ) 69,584

Proceeds from maturities of investments — 1,310 922

Net cash (used in) investing activities ( 20,934 ) ( 11,180 ) ( 19,266 )

Cash Flows from Financing Activities:

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Tax withholdings related to net share settlements of restricted stock units ( 686 ) ( 1,185 ) ( 998 )

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 )

Net cash provided by (used in) financing activities 144,964 ( 472,273 ) ( 485,955 )

Net increase (decrease) in cash and cash equivalents ( 21,398 ) ( 113,194 ) 106,801

Cash and cash equivalents at beginning of period 136,224 249,418 142,617

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Unpaid property and equipment and other long-term assets $ 1,274 $ 511 $ 233

Net unsettled investment purchases (sales, and maturities) $ — $ — $ 522

See notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

UBIQUITI INC.

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Business — Ubiquiti Inc.

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

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

The Company operates on a fiscal year ending June 30.

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Those estimates and assumptions include, but are not limited to, revenue recognition and deferred revenue;

allowance for doubtful accounts and sales return reserves;

sales return reserves;

inventory valuation and vendor deposits;

accounting for income taxes, including the valuation allowance on deferred tax assets and reserves for uncertain tax positions.

determinations of fair value for stock-based awards;

estimate of incremental borrowing rate for determining the present value of future lease payments;

and valuation of warranty accruals.

We evaluate our estimates and assumptions based on historical experience and other assumptions that are believed to be reasonable under the circumstances.

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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.

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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.

We record amounts billed for shipping and handling costs as revenues.

We classify shipping and handling costs incurred by us as cost of revenue.

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Key factors considered by the Company in developing the estimated cost in the cost plus margin approach for PCS includes reviewing the activities of specific employees engaged in support and software enhancements to determine the amount of time that is allocated to the development of the undelivered elements, determining the cost of the development effort, and then adding an appropriate level of gross profit to these costs.

As of June 30, 2022 and 2021, the Company had deferred revenues of $ 26.6 million and $ 30.2 million, respectively, related to PCS obligations.

As of June 30, 2023 and 2022, the Company had deferred revenues of $ 25.7 million and $ 26.6 million, respectively.

Cash and Cash Equivalents

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dollar denominated interest-bearing deposit accounts and money market funds.

We maintain domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks that exceed the FDIC insurance limits.

We also maintain cash deposits in foreign banks where we operate, some of which are not insured or are only partially insured by the FDIC or similar agencies.

An immaterial portion of our cash balances are covered by FDIC insurance.

Concentration of Risk

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Inventory and Inventory Valuation

The Company’s inventories are primarily finished goods and, to a lesser extent, raw materials.

The Company’s inventories are finished goods and raw materials.

Inventories are stated at the lower of actual cost, computed using the first-in, first-out method, and net realizable value (“NRV”).

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The valuation of inventory also requires the Company to estimate excess and obsolete inventory.

The determination of excess or obsolete inventory is estimated based on a comparison of the quantity and cost of inventory on hand to the Company’s forecast of customer demand.

Customer demand is dependent on various factors and requires the Company to use judgment in forecasting future demand for these products.

The Company also considers the rate at which new products will be accepted in the marketplace and how quickly customers will transition from older products to newer products.

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The Company capitalizes manufacturing overhead expenditures as part of inventory costs.

Capitalized costs primarily include management’s best estimate of the direct labor and material costs incurred related to inventory acquired or produced but not sold during the respective period.

Capitalized costs primarily include management’s best estimate of the indirect labor, tariffs, shipping and logistics costs incurred related to inventory acquired or produced but not sold during the respective period.

Manufacturing overhead costs are capitalized to inventory and are recognized as cost of revenues in the future periods based on when the inventory is sold or written-down.

Product Warranties

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 Company offers warranties on certain products, generally for a period of one to two years , 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 and comprehensive income within cost of revenues.

The warranties are typically in effect for 12 months from the distributor’s purchase date of the product.

The warranties are typically in effect for 12 to 24 months from the distributor’s and webstore customer's purchase date of the product.

The Company assesses the adequacy of its accrued warranty liabilities and adjusts the amounts as necessary based on historical experience factors and changes in future estimates.

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The allowance for doubtful accounts activity was as follows (in thousands):

Years Ended June 30,

Year ended June 30,

2023 2022 2021

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Ending balance $ 92 $ 52 $ 47

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.

A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement.

Three levels of inputs may be used to measure fair value:

Level 1 —Quoted prices in active markets for identical assets or liabilities;

Level 2 —Inputs other than the quoted prices in active markets, that are observable either directly or indirectly;

Level 3 —Unobservable inputs based on the Company’s own assumption.

The Company records securities available-for-sale at fair value on a recurring basis.

We classify our investments within Level 1 or 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded.

Our fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers.

The valuation techniques used to measure the fair value of our marketable securities incorporate bond terms and conditions, current performance data, proprietary pricing models, real time quotes from contributing dealers, trade prices and other market data.

Long Lived Assets

In accordance with the authoritative guidance for impairment or disposal of long-lived assets (ASC 360), we assess potential impairments to our long-lived assets, including property and equipment, when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable.

circumstances indicate that the carrying value may not be recoverable.

We recognize an impairment loss when the undiscounted cash flows expected to be generated by an asset or group of assets, are less than the asset’s carrying value.

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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.

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The Company accounts for income taxes in accordance with accounting guidance which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its financial statements or tax returns.

Deferred tax assets and liabilities are determined based on the temporary difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are determined based on the temporary difference between the financial statement carrying

amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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The assessment of whether or not a valuation allowance is required often requires significant judgment including current operating results, the forecast of future taxable income and ongoing prudent and feasible tax planning initiatives.

In addition, the Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax regulations.

The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax regulations.

The Company may be subject to income tax audits in all of the jurisdictions in which it operates and, as a result, must also assess exposures to any potential issues arising from current or future audits of current and prior years’ tax returns.

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Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.

Stock-based Compensation

The Company measures stock-based compensation cost at the grant date, based on the estimated fair value of the award, and recognizes expense for restricted stock units and stock options on a straight-line basis over the employee’s requisite service period.

Share-based Compensation

The Company measures share-based compensation cost at the grant date, based on the estimated fair value of the award, and recognizes expense for restricted stock units and stock options on a straight-line basis over the employee’s requisite service period.

The Company did no t grant any stock options during fiscal 2023, fiscal 2022 or fiscal 2021.

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Diluted EPS available to common stockholders is computed by dividing the amount of net income available to common stockholders by the weighted-average number of common shares outstanding, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury stock method.

Newly Adopted Accounting Standards

The Company did not adopt any new accounting standards in fiscal 2023 that were significant to the Company.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740), which amends the existing guidance relating to the accounting for income taxes.

ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance.

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

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.

There have been no accounting pronouncements or changes in accounting pronouncements that are significant or potentially significant to the Company.

NOTE 3— REVENUES

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Disaggregation of Revenue

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

See Note 13 “Segment Information, Revenues by Geography and Significant Customers” for disaggregation of revenue by product category and geography.

Contract Balances

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As of June 30, 2022, the Company’s deferred revenue, included in other current liabilities and other long-term liabilities, was $ 20.8 million and $ 5.8 million, respectively.

We expect the deferred revenue to convert to revenue in two years .

For fiscal years 2023 and 2022 we recognized revenues amounting to $ 20.8 million and $ 21.6 million, respectively from previous years' deferred revenue balances.

Variable Consideration

The Company does provide for rights of return to certain customers on product sales and therefore records a provision for returns related to this variable consideration based upon its historical returns experience with these customers.

The Company provides for rights of return to certain customers on product sales and therefore records a provision for returns related to this variable consideration based upon its historical returns experience with these customers.

The Company also provides certain customers with discounts that are recorded as a reduction of revenue in the period the related product revenue is recognized and are reflected as a reduction of outstanding accounts receivable.

The Company’s contracts with customers generally do not contain other forms of variable consideration, however when additional variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price.

NOTE 4— FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables summarize the Company’s financial instruments’ adjusted cost, gross unrealized gains and losses, and fair value by significant investment category as of June 30, 2022 and 2021 (in thousands):

June 30, 2022

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

Corporate Securities 901 — ( 474 ) 427 — 427 —

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

(1) Cash and cash equivalents on the consolidated balance sheets includes securities that have a maturity of three months or less at the date of purchase.

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

June 30, 2021

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 2,354 1 — 2,355 — 1,320 1,035

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

Total $ 2,437 $ 1 $ — $ 2,438 $ 83 $ 1,320 $ 1,035

(1) Cash and cash equivalents on the consolidated balance sheets includes securities that have a maturity of three months or less at the date of purchase.

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

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.

The following table represents the adjusted costs and fair value of cash equivalents and investments by contractual maturity as of June 30, 2022 (in thousands):

Available-For-Sale

Adjusted Cost Fair Value

Due within 1 year 901 427

Total $ 901 $ 427

For certain of the Company’s financial instruments, other than those presented in the disclosures above, including cash, accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate fair value due to their short maturities.

As of June 30, 2022 and 2021 the Company had an outstanding loan associated with its credit facilities, which are carried at historical cost.

The fair value of the Company’s debt disclosed below was estimated based on the current rates offered to the Company for debt with similar terms and remaining maturities and was a Level 2 measurement.

As of June 30, 2022 and 2021, the fair value of the Company’s debt carried at historical cost was $ 788.8 million and $ 493.8 million, respectively.

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):

Years Ended June 30,

Year ended June 30,

2023 2022 2021

Net income $ 407,641 $ 378,657 $ 616,584

Weighted-average shares used in computing basic net income per share 61,689 62,991 65,427

Weighted-average shares used in computing basic earnings per share 60,435 61,689 62,991

Add—dilutive potential common shares:

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Restricted stock units 16 27 45

Weighted-average shares used in computing diluted net income per share 61,723 63,052 65,514

Weighted-average shares used in computing diluted earnings per share 60,451 61,723 63,052

Net income per share of common stock:

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Diluted $ 6.74 $ 6.13 $ 9.78

The Company excludes potentially dilutive securities from its diluted net income per share calculation when their effect would be anti-dilutive to net income per share amounts.

The Company excludes potentially dilutive securities from its diluted earnings per share calculation when their effect would be anti-dilutive to earnings 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):

Years Ended June 30,

Year ended June 30,

2023 2022 2021

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Property and equipment, gross 153,724 144,048

Accumulated depreciation ( 63,816 ) ( 51,923 )

Accumulated depreciation and amortization ( 66,879 ) ( 63,816 )

Property and equipment, net $ 86,845 $ 80,232

The Company recorded depreciation expense of $ 12.1 million, $ 11.2 million and $ 7.6 million in fiscal 2022, 2021 and 2020, respectively.

The Company recorded depreciation and amortization expense of $ 14.7 million, $ 12.1 million and $ 11.2 million in fiscal 2023, 2022 and 2021, respectively.

Other Long-term Assets

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Total $ 71,324 $ 72,058

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

(1) The Company expects the deposits made with Hong Kong Inland Revenue Department ("IRD") to be refunded upon completion of the audit.

See Note 12 to the consolidated financial statements for additional details regarding this ongoing tax audit.

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Other current liabilities consisted of the following (in thousands):

Deferred revenue — short term revenue $ 20,766 $ 21,617

Deferred revenue — short term $ 17,911 $ 20,766

Accrued expenses 23,426 42,305

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Total $ 8,745 $ 6,394

On March 30, 2021, the Company, as borrower and certain domestic subsidiaries entered into an amended and restated credit agreement (the “Third Amended and Restated Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), the other financial institutions named as lenders therein, and Wells Fargo as administrative agent and collateral agent for the lenders, that extended the $ 700 million senior secured revolving credit facility (the “Revolving Facility”) and provided a new $ 500 million senior secured term loan facility (the “Term Facility”, together with the Revolving Facility, the “Facilities”), and extended the maturity of the Facilities to March 30, 2026.

On March 30, 2021, the Company, as borrower and certain domestic subsidiaries, as guarantors (the "Domestic Guarantors"), entered into an amended and restated credit agreement (the “Third Amended and Restated Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), the other financial institutions named as lenders therein, and Wells Fargo as administrative agent and collateral agent for the lenders, that extended the $ 700 million senior secured revolving credit facility (the “Revolving Facility,” together with the Term Loan Facilities, as defined below, the "Facilities") and provided a $ 500 million senior secured term loan facility (the “Initial Term Loan Facility”), and extended the maturity of the Facilities to March 30, 2026.

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, 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.

Additionally, at closing of the Third Amended and Restated Credit Agreement, $ 75.0 million and $ 0.4 million of the Existing Revolving Facility under the Existing Credit Agreement was repaid for principal and interest, respectively.

The Company then borrowed $ 75.0 million under the Revolving Facility under the Third Amended and Restated Credit Agreement.

The Company incurred $ 3.3 million of debt issuance costs which are capitalized and amortized as interest expense over the life of the Facilities.

On April 3, 2023, the Company as borrower and the Domestic Guarantors entered into a first amendment (the “First Amendment”) to the Third Amended and Restated Credit Agreement (as amended, the “Amended Credit Agreement”) with the financial institutions named as lenders therein and Wells Fargo.

The First Amendment added a new term loan facility in an aggregate principal amount of $ 250 million (the “First Amendment Term Loan Facility,” together with the Initial Term Loan Facility, the "Term Loan Facilities") which is payable in quarterly installments equal to $ 3.125 million, commencing with the quarter ended June 30, 2023, and has a maturity date of March 30, 2026.

The obligations of the Company and certain domestic subsidiaries under the Amended Credit Agreement are required to be guaranteed by the Domestic Guarantors and are collateralized by substantially all assets (excluding intellectual property) of the Company and the Domestic Guarantors.

The Company's unamortized balance of debt issuance costs are $ 2.7 million as at June 30, 2023, which are amortized as interest expense over the life of the Facilities.

Our debt consisted of the following (in thousands):

Term Loan - short term $ 25,000 $ 25,000

Initial Term Loan - short term $ 25,000 $ 25,000

First Amendment Term Loan - short-term 12,500 —

Debt issuance costs, net ( 992 ) ( 1,135 )

Total Debt - short term 36,508 23,865

Term Loan - long term 443,750 468,750

Initial Term Loan - long term 418,750 443,750

First Amendment Term Loan - long-term 234,375 —

Revolver - long term 390,000 320,000

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The Revolving Facility includes a sub-limit of $ 25.0 million for letters of credit and a sub-limit of $ 25.0 million for swingline loans.

The Facilities are available for working capital and general corporate purposes that comply with the terms of the Third Amended and Restated Credit Agreement, including to finance the repurchase of the Company’s common stock or to make dividends to the holders of the Company's common stock.

Under the Third Amended and Restated Credit Agreement, revolving loans and swingline loans may be borrowed, repaid and reborrowed until March 30, 2026, at which time all amounts borrowed must be repaid.

The term loan is payable in quarterly installments of 1.25 % of the original principal amount of the term loan, commencing with the quarter ending June 30, 2021.

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 consolidated total leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the applicable LIBOR rate (or replacement rate) for a specified period, plus a margin of between 1.50 % and 2.25 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter.

The Facilities are available for working capital and general corporate purposes that comply with the terms of the Amended Credit Agreement, including to finance the repurchase of the Company’s common stock or to make dividends to the holders of the Company's common stock.

Under the Amended Credit Agreement, revolving loans and swingline loans may be borrowed, repaid and reborrowed until March 30, 2026, at which time all amounts borrowed must be repaid.

The loans under the Initial Term Loan Facility is payable in quarterly installments of $ 6.25 million per quarter, commencing with the quarter ending June 30, 2021.

Loans under the Facilities may be prepaid at any time without penalty.

The revolving loans and term loans under the Initial Term Loan Facility bear interest, at the Company’s option, at either (i) a floating rate per annum equal to the Base Rate (as defined below) plus a margin of between 0.50 % and 1.25 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the Adjusted Term SOFR (as defined below) for a specified period, plus a margin of between 1.50 % and 2.25 %, depending on the Company’s consolidated total 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 consolidated total 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 (or replacement 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 Third Amended and Restated Credit Agreement at a rate per annum equal to 2.00 % above the applicable interest rate.

The loans under the First Amendment Term Loan Facility bear interest, at the Company's option, at either (i) a floating rate per annum equal to Base Rate plus a margin of between 1.00 % and 1.75 %, depending on the Company’s consolidated total leverage ratio as of the most recently ended fiscal quarter or (ii) a floating per annum rate equal to the applicable Adjusted Term SOFR rate for a specified period, plus a margin between 2.00 % and 2.75 %, depending on the Company's consolidated total leverage ratio as of the most recently ended fiscal quarter.

Base Rate is defined in the Amended Credit Agreement as the highest of (a) the Prime Rate (as defined in the Amended Credit Agreement), (b) the Federal Funds Rate (as defined in the Amended Credit Agreement) plus 0.50 % and (c) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00 %;

each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, as applicable (provided that clause (c) shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable).

The Base Rate shall not be less than 1.00 %.

Adjusted Term SOFR is Term SOFR (as defined in the Amended Credit Agreement) plus 0.10 % per annum;

provided that Adjusted Term SOFR shall in no event be less than 0.00 %.

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 consolidated total leverage ratio as of the most recently ended fiscal quarter.

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The Company is also obligated to pay Wells Fargo, as agent, fees customary for a credit facility of this size and type.

The Third Amended and Restated Credit Agreement requires the Company to maintain during the term of the Facilities a maximum consolidated total leverage ratio of 3.50 to 1.00 and a minimum consolidated interest coverage ratio of 3.5 to 1.00.

In addition, the Third Amended and Restated 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 Third Amended and Restated 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 Third Amended and Restated Credit Agreement.

The Amended Credit Agreement requires the Company to maintain during the term of the Facilities a maximum consolidated total leverage ratio of 3.50 to 1.00 and a minimum consolidated interest coverage ratio of 3.50 to 1.00.

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 Facilities

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.

As of June 30, 2023, $ 444 million was outstanding on the Initial Term Loan Facility, $ 247 million was outstanding on the First Amendment Term Loan Facility, and $ 390 million was outstanding on the Revolving Facility, leaving $ 310 million available on the Revolving Facility.

Term Facility:

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 %.

This interest rate will reset on July 29, 2022.

During fiscal year 2023, the Company made aggregate payments of $ 57.2 million under the Term Loan Facilities, of which $ 28.1 million was a repayment of principal and $ 29.1 million was a payment of interest.

Revolving Facility:

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

During fiscal year 2023, the Company made aggregate payments of $ 369.8 million under the Revolving Facility, of which $ 345.0 million was a repayment of principal and $ 24.8 million was a payment of interest.

The following table summarizes our estimated debt and interest payment obligations as of June 30, 2023, for fiscal 2024 and future fiscal years (in thousands):

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

The following table summarizes our lease costs for fiscal year ended June 30, 2022 and 2021 (in thousands):

The following table summarizes our lease costs for fiscal years ended June 30, 2023 and 2022 (in thousands):

Operating lease costs:

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The operating lease costs in the table above include costs for long-term and short-term leases.

Total short-term costs for fiscal year June 30, 2022, and 2021 were immaterial.

Total short-term costs for fiscal years June 30, 2023 and 2022 were $ 0.6 million and $ 0.5 million, respectively.

Variable lease costs primarily include maintenance, utilities and operating expenses that are incremental to the fixed base rent payments and are excluded from the calculation of operating lease liabilities and ROU assets.

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.

For fiscal years June 30, 2023 and 2022, the cash paid for amounts associated with our operating lease liabilities were approximately $ 16.1 million and $ 14.4 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.

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, 2023:

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Purchase Obligations

We subcontract with third parties to manufacture our products and have purchase commitments with key component suppliers.

During the normal course of business, our contract manufacturers procure components and manufacture products 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 pr oducts.

We periodically review the potential liability, and as of June 30, 2022, we have recorded a purchase obligation liability of $ 7.8 million related to component purchase commitments.

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.

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.

We estimate the amount of these additional purchase obligation to rang e from $ 410.3 million to $ 1,276.6 million as of June 30, 2022, depending upon the timing of orders placed for these components by our manufacturers.

We subcontract with third parties to manufacture our products and supply key components.

As of June 30, 2023 we had $ 1,136.7 million of purchase commitments with these third parties.

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.

There have been no significant liabilities for current or anticipated cancellations recorded as of June 30, 2023.

Our consolidated financial position and results of operations could be negatively impacted if we were required to compensate these third parties.

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

Transition Tax

The Company has obligations of $ 67.5 million as of June 30, 2023, related to transition tax.

Payment of these obligations are expected to be $ 16.9 million for fiscal 2024, $ 22.5 million for fiscal 2025, and $ 28.1 million for fiscal 2026.

These obligations are included within Income tax payable and Long-term taxes payable on the consolidated balance sheets.

Other Obligations

As of June 30, 2022, the Company has other obligations of $ 3.4 million which consisted primarily of commitments related to raw materials and research and development projects.

As of June 30, 2023, the Company has other obligations of $ 5.9 million which consisted primarily of commitments related to research and development projects.

Indemnification Obligations

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(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.

Following the Federal Circuit's affirmance, the District Court lifted the stay on March 1, 2021 to resume proceedings on the '231 Patent in the Original Action.

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

The PTO invalidated asserted claims of two of the three Patents-in-Suit.

On June 16, 2021, Vivato filed a new suit against the Company in the Central District of California, alleging that various Company products infringe some of the non-invalidated claims of the ’728 Patent and U.S.

10,594,376 (the “New Action”).

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.

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.

The Federal Circuit Court of Appeals affirmed the invalidity of the '231 Patent on May 18, 2023.

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.

On July 28, 2022, Vivato voluntarily dismissed, with prejudice, its remaining claims related to the '728 patent, as well as claims 22-31 of the '376 Patent.

On October 20, 2022, an IPR was instituted with respect to the asserted claims of the '376 Patent.

On October 26, 2022, the court stayed the case pending completion of the IPR.

The Company plans to vigorously defend itself against these claims;

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Common Stock Repurchases

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 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.

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”).

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As of June 30, 2023, 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

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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Number of shares repurchased and retired — 2.2 1.1

Average price per share $ 281.75 $ 191.90 $ 119.45

Aggregate purchase price $ 618.1 $ 219.8 $ 697.9

NOTE 12— ACCUMULATED OTHER COMPREHENSIVE INCOME

Comprehensive income consists of two components, net income and other comprehensive income.

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, 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

Stock-Based Compensation Plans

Average price per share N/A $ 281.75 $ 191.90

Aggregate purchase price N/A $ 618.1 $ 219.8

NOTE 11— SHARE-BASED COMPENSATION

Share-Based Compensation Plans

2010 Equity Incentive Plan

In March 2010, the Company’s Board of Directors and stockholders approved the 2010 Equity Incentive Plan (the “2010 Plan”).

The 2010 Plan replaced the 2005 Equity Incentive Plan (the “2005 Plan”), and no further awards will be granted pursuant to the 2005 Plan.

Under the terms of the 2010 Plan, non-statutory stock options, stock appreciation rights, restricted stock, and restricted stock units (“RSUs”) may be granted to employees or non-employee service providers.

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

2020 Omnibus Incentive Plan (the “2020 Equity Plan”) that replaced the 2010 Plan, and no additional awards will be granted under the 2010 Plan.

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.

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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.

Options and RSUs generally vest over a four-year period from the date of grant and generally expire 10 years from 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, 2023, the Company had 4,937,512 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 Consolidated Statements of Operations for fiscal 2022, 2021 and 2020 (in thousands):

Years Ended June 30,

Share-based Compensation

The following table shows total share-based compensation expense included in the Consolidated Statements of Operations for fiscal 2023, 2022 and 2021 (in thousands):

Year ended June 30,

2023 2022 2021

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Balance, June 30, 2022

2,112 $ 10.77 0.37 $ 584,982

Exercised ( 2,112 ) $ 10.77

Cancellations — $ —

Balance, June 30, 2023

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Vested and exercisable as of June 30, 2023

Additional information regarding options outstanding as of June 30, 2022 is as follows:

Options Outstanding & Exercisable

Range of Exercise Prices Number of

Options Weighted

Life (Years) Weighted

$ 10.77 - $ 10.77

2,112 0.37 $ 10.77

During fiscal 2023, 2022 and 2021, the aggregate intrinsic value of options exercised under the Company’s stock incentive plans was $ 0.6 million, $ 2.3 million, and $ 3.1 million, respectively, as determined as of the date of option exercise.

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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”)

2 unchanged sentences

Non-vested RSUs, June 30, 2022

53,374 $ 222.24

RSUs granted 32,843 $ 264.52

2 unchanged sentences

Non-vested RSUs, June 30, 2023

62,948 $ 256.78

The intrinsic value of RSUs vested in fiscal 2023, 2022, and 2021 was $ 5.8 million, $ 8.2 million and $ 7.7 million, respectively.

3 unchanged sentences

The components of income before provision for income taxes were as follows (in thousands):

Years Ended June 30,

Year ended June 30,

2023 2022 2021

3 unchanged sentences

The provision for income taxes consisted of the following (in thousands):

Years Ended June 30,

Year ended June 30,

2023 2022 2021

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State ( 1,745 ) ( 960 ) 791

Foreign 226 — —

Deferred tax benefit (expense) ( 16,857 ) ( 1,842 ) ( 674 )

Provision for income taxes $ 78,701 $ 65,792 $ 111,070

For tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act of 2017 ("TCJA") eliminates the right to deduct research and development expenditures for tax purposes in the period the expenses were incurred and instead requires all U.S.

and foreign research and development expenditures to be amortized over five and fifteen tax years, respectively.

Congress has considered legislation that would defer the amortization requirement to later years, but as of June 30, 2023, the requirement has not been modified.

Accordingly, we have capitalized our research and development expenses for tax purposes, resulting in higher cash paid for taxes as compared to prior years.

The reconciliation of federal statutory income tax to the Company’s provision for income taxes is as follows:

Years Ended June 30,

Year ended June 30,

2023 2022 2021

2 unchanged sentences

State tax expense 1.3 1.0 1.7

Stock-based compensation ( 0.1 ) — ( 0.1 )

Share-based compensation 0.1 ( 0.1 ) —

Subpart F income 1.1 1.0 0.6

Other permanent items ( 0.5 ) ( 0.1 ) ( 0.4 )

Effective tax rate 16.2 % 14.8 % 15.3 %

The Company’s effective tax rate decreased 0.5 % to 14.8 % in fiscal 2022 from 15.3 % in fiscal 2021.

The Company’s effective tax rate increased 1.4 % to 16.2 % in fiscal 2023 from 14.8 % in fiscal 2022.

The Company recorded tax provisions of $ 78.7 million for fiscal 2023 as compared to $ 65.8 million for fiscal 2022.

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.

Our effective tax rate and resulting provision for income taxes for fiscal years 2023 and 2022 reflect the full impact of the TCJA, 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.

2 unchanged sentences

Reserves and allowances $ 11,041 $ 9,396

Stock-based compensation 329 323

Share-based compensation 380 329

Accrued expenses 703 738

Capitalized research expenditures 15,617 —

State tax 1,504 1,260

11 unchanged sentences

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the years ended June 30, 2023, 2022, and 2021 consists of the following (in thousands):

Years Ended June 30,

Year ended June 30,

2023 2022 2021

7 unchanged sentences

As of June 30, 2023, the Company had $ 2.9 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 (“IRS”) and the Hong Kong Inland Revenue Department ("IRD").

The Company and one or more of its subsidiaries, file 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 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 2010-2017 tax years.

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 2015 and 2016 credit facility.

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.

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 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 took place on May 9, 2022.

The Appeals Officer issued a Notice of Deficiency on August 3, 2022, which upheld the position of the Examination Division.

Company filed a petition with the United States Tax Court seeking to have the Notice of Deficiency reversed.

The Company strongly believes 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.

We estimate 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.

As the Company believes that the tax originally paid in fiscal 2015 and fiscal 2016 is correct and that this matter will more likely than not be sustained based on its technical merits, 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.

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 30, 2023, the Company received notification that the Hong Kong IRD is seeking an additional $ 0.3 million deposit covering the 2017 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 Company filed a formal protest in response to this notice and the Assessor's office agreed to a reduced deposit of under $ 0.1 million, which was remitted on May 18, 2023.

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

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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.

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

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.

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.

NOTE 13— SEGMENT INFORMATION, REVENUES BY GEOGRAPHY AND SIGNIFICANT CUSTOMERS

4 unchanged sentences

Revenues by product type were as follows (in thousands, except percentages):

Years Ended June 30,

Year ended June 30,

2023 2022 2021

3 unchanged sentences

Revenues by geography based on customer’s ship-to destinations were as follows (in thousands, except percentages):

Years Ended June 30,

Year ended June 30,

2023 2022 2021

North America (1)

$ 922,230 48 % $ 790,809 47 % $ 836,032 44 %

Europe, the Middle East and Africa 759,405 39 % 675,306 40 % 785,288 41 %

5 unchanged sentences

Percentage of Revenues Percentage of Accounts Receivable

Years Ended June 30, June 30,

Year ended June 30, June 30,

2023 2022 2021 2023 2022

Customer A * * * * 11 %

Customer B * * 12 % * *

* denotes less than 10%

2 unchanged sentences

Any future dividends will be subject to the approval of the Company’s Board of Directors.

Exhibit Index

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the Securities and Exchange Commission.

Ubiquiti Inc.

(the “Registrant”) shall furnish copies of exhibits for a reasonable fee (covering the expense of furnishing copies) upon request.

Number Description Incorporated by Reference from Form Incorporated by

Reference from

Exhibit Number Date Filed Filed

Third Amended and Restated Certificate of Incorporation of Ubiquiti Inc., as amended

10-K August 21, 2019

Amended and Restated Bylaws, as amended , as of December 17, 2020

3.1 December 18, 2020

Specimen Common Stock Certificate of Ubiquiti Networks, Inc.

S-1 4.1 October 3, 2011

Registration Agreement, dated March 2, 2010, between Ubiquiti Networks, Inc.

and certain holders of Ubiquiti Networks, Inc.’s capital stock named therein.

S-1 4.2 June 17, 2011

Investor Rights Agreement, dated as of March 2, 2010, between Ubiquiti Networks, Inc.

and certain holders of Ubiquiti Networks, Inc.’s capital stock named therein.

S-1 4.3 June 17, 2011

Descriptions of the Company’s Securitie s

Form of Indemnification Agreement between Ubiquiti Networks, Inc.

and its directors and officers.

S-1 10.1 October 3, 2011

Amended and Restated 20 10 Equity Incentive Plan and forms of agreement thereunder.

S-1 10.2 June 17, 2011

Ubiquiti Inc.

2020 Omnibus Incentive Plan

8-K 10.1 December 11, 2020

Employment Agreement, dated as of March 1, 2016, between Ubiquiti Networks, Inc.

and Kevin Radigan.

10-K 10.6 August 22, 2016

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

and Jinyong Ji Investment Co., Ltd.

S-1 10.1 June 17, 2011

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

and Ubiquiti Networks International Limited, Taiwan Branch.

10-Q 10.15 November 14, 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

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

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

10-K 10.1 August 24, 2018

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

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

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

10.1 April 5, 2021

List of subsidiaries of Ubiquiti Inc.

Consent of independent registered public accounting firm

Power of Attorney (contained in the signature page to this Form 10-K)

Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.

101.INS XBRL Instance Document X

101.SCH XBRL Taxonomy Schema Linkbase Document X

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

101.PRE XBRL Taxonomy Presentation Linkbase Document X

104 Cover Page Interactive Date File - (formatted as Inline XBRL and contained in Exhibit 101)

# Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

† Portions of the exhibit have been omitted pursuant to an order granted by the Securities and Exchange Commission for confidential treatment.

~ In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.

33-8238 and 34-47986, Final Rule:

Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act.

Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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