UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: September 30, 2023
or
For the transition period from to .
Commission file number: 001-34033
DIGI INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
41-1532464
(I.R.S. Employer Identification Number)
9350 Excelsior Blvd. Suite 700
Hopkins Minnesota
(Address of principal executive offices)
55343
(Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
(952) 912-3444
(Registrant’s telephone number, including area code)
Title of each class
Common Stock, par value $.01 per share
Trading Symbol
DGII
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth
company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
Non-accelerated filer
☐
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☑
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of voting stock held by non-affiliates of the Registrant as of the last business day of the Registrant's most recently competed second fiscal
quarter was $1.17 billion based on a closing price of $33.68 per common share as reported on the Nasdaq Global Select Market. (For purposes of this calculation all of the
registrant's directors and executive officers are deemed affiliates of the registrant.)
Shares of common stock outstanding as of November 20, 2023: 36,105,668
Portions of the Registrant's Proxy Statement for its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III hereto.
DOCUMENTS INCORPORATED BY REFERENCE
INDEX
PART I.
ITEM 1. Business
ITEM 1A. Risk Factors
ITEM 1B. Unresolved Staff Comments
ITEM 1C. Cybersecurity
ITEM 2. Properties
ITEM 3. Legal Proceedings
ITEM 4. Mine Safety Disclosures
PART II.
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
ITEM 6. [Reserved]
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 8. Financial Statements and Supplementary Data
ITEM 9. Changes in and Disagreements with Accountants On Accounting and Financial Disclosure
ITEM 9A. Controls and Procedures
ITEM 9B. Other Information
PART III.
ITEM 10. Directors, Executive Officers and Corporate Governance
ITEM 11. Executive Compensation
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
ITEM 14. Principal Accounting Fees and Services
PART IV.
ITEM 15. Exhibits and Financial Statement Schedules
ITEM 16. Form 10-K Summary
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PART I.
ITEM 1. BUSINESS
General Background and Product Offerings
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Digi International Inc. ("Digi ," "we," "our," or "us") was incorporated in 1985 as a Minnesota corporation. We reorganized as a Delaware corporation in
1989 in conjunction with our initial public offering. Our common stock trades on the Nasdaq Global Select Market tier of the Nasdaq Stock Market LLC
under the symbol DGII. Our World Headquarters is located at 9350 Excelsior Blvd., Suite 700, Hopkins, Minnesota 55343. The telephone number at our
World Headquarters is (952) 912-3444.
We are a leading global provider of business and mission-critical Internet of Things ("IoT") connectivity products, services and solutions. We help our
customers deploy, monitor and manage critical communications infrastructures that deliver important information in demanding environments with high
levels of security and reliability. We have two reportable segments under applicable accounting standards: (i) IoT Products & Services; and (ii) IoT
Solutions.
Our IoT Products & Services segment offers products and services that help original equipment manufacturers ("OEMs") as well as enterprise and
government customers create and deploy secure IoT connectivity solutions. These include embedded and wireless modules, console servers, enterprise and
industrial routers as well as other infrastructure management equipment to meet our customers' IoT communication requirements. In addition, this segment
provides our customers with a device management platform as well as other professional services to enable customers to capture and manage data from
devices connected to networks.
Our IoT Solutions segment consists of our SmartSense by Digi business and our Managed Network–as–a-Service (“MNaaS”) business acquired via our
November 2021 acquisition of Ventus Wireless, LLC and affiliated entities ("Ventus"). SmartSense by Digi offers wireless temperature and other condition-
based monitoring services as well as employee task management services. These solutions focus on the following vertical markets: food service, healthcare
(primarily pharmacies and hospitals) and supply chain. Ventus is a leader in the provision of MNaaS solutions that simplify the complexity of enterprise
wide area network (“WAN”) connectivity for customers. The Ventus portfolio includes cellular wireless and fixed line WAN solutions for an array of
connectivity applications in banking, healthcare, retail, gaming, hospitality and other sectors.
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For more in-depth descriptions of our products and services, please refer to the heading "Principal Products and Services" at the end of Part I, Item 1 of this
Form 10-K.
Our corporate website address is www.digi.com. In the "Company–Investor Relations" section of our website, we make our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, our annual proxy statement and any amendments to these reports available free of charge as
soon as reasonably practicable after they are filed with or furnished to the United States Securities and Exchange Commission ("SEC"). Information on our
website is not incorporated by reference into this report or any other report we file with or furnish to the SEC.
Industry and Marketplace Conditions
We believe the IoT industry is in the midst of a multi-year expansion as many industries are undergoing a digital transformation within their business that
drives demand for IoT capabilities across a broad spectrum of services. Among others, IoT use cases include condition-based monitoring of perishable
goods, enabling remote work by employees, automating workflows and operations and providing and maintaining secure connectivity and monitoring of
operating assets.
Our IoT Products & Services segment represented the majority of our sales in fiscal 2023. This segment sells both wired and wireless products that either
are embedded into the products of OEMs or serve as stand-alone products. These offerings allow our customers to connect a wide range of assets to
networks. This segment grew during fiscal 2023, led by increases in our OEM and Infrastructure Management revenues. Historically the revenues from this
segment have been based on one-time product sales. More recently we have placed greater emphasis on selling subscription-based solutions across this
product portfolio.
Our IoT Solutions segment is comprised primarily of our SmartSense by Digi and Ventus offerings. SmartSense by Digi provides condition-based
monitoring services for perishable goods such as food and medicines for the health-care, pharmaceutical and food industries. Ventus provides MNaaS
offerings to manage and maintain network connectivity for assets such as ATMs and lottery kiosks. The offerings in this segment are primarily offered on a
subscription model and provide us with a stable base of recurring higher-margin revenues.
While our business performed well in fiscal 2023 and we expect an ongoing long-term trend of marketplace growth, each of our business segments is
susceptible to downturns either because of general macro-economic conditions, the continued
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development of technology that can make products less competitive or even obsolete and uncertainty or changes in regulatory environments. Given the
current uncertainty in macro-economic conditions, including, but not limited to, potential recessionary conditions, supply chain disruptions globally and the
uncertain status of large project-based customer deployment opportunities, our results during fiscal 2024 may be inconsistent quarter to quarter or with
historical results.
Strategy
We remain focused on taking steps that we believe will deliver consistent, long-term growth with higher levels of profitability. This includes continuously
reviewing and managing the product, service and solution offerings we provide to align with customer interests and meet market demand. In addition,
acquisitions have helped significantly advance our offerings and driven growth and profitability, in both business segments. Over time we expect to
continue to be active in making further acquisitions.
IoT Products & Services Segment
Our IoT Products & Services segment is managed so our product management and sales personnel are aligned along specific product lines. We believe this
management structure brings greater market focus and potential growth to our product lines. We also continue to drive efforts to pair our hardware offerings
with our Digi Remote Manager device management platform as well as other support services. These bundled offerings are sold on a subscription basis
and allow customers to monitor and manage the performance of our hardware remotely. This segment generated over $22 million in annualized recurring
revenue ("ARR") as of September 30, 2023. Please see "Key Business Metrics" section in Part II, Item 7 for additional details on how ARR is measured.
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IoT Solutions Segment
Our IoT Solutions segment is managed with a focus on recurring traditionally high margin subscription-based revenues. We believe capturing enterprise-
level deals should be a driver of growth, leveraging our direct sales model to achieve this. Our offerings provide comprehensive hardware-enabled software
solutions. The segment represents nearly 25% of total revenues. This segment generated $84 million in ARR as of September 30, 2023. We have long-term
high organic growth expectations and we will continue to explore added scale through acquisitions for this segment.
Acquisitions and Dispositions
Acquisitions
In addition to our fiscal 2022 acquisition of Ventus disclosed above, we have made the following acquisitions during our fiscal years 2021 through 2023:
In March 2021, we acquired Haxiot, Inc. ("Haxiot "), a provider of low power wide area ("LPWA") wireless technology. This acquisition enhanced our IoT
Products & Services segment by enhancing Digi's embedded systems portfolio and immediately extending the company's market reach with a complete
LoRaWAN-based solutions offering.
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In July 2021, we acquired Ctek, Inc. ("Ctek"), a provider that specializes in solutions for remote monitoring and industrial controls. Through the acquisition
of Ctek, Digi is uniquely positioned to provide customers with both battery and hardwired options for the control and monitoring of critical infrastructure,
furthering Digi’s reach in a rapidly expanding market.
Sales Channels
A significant portion of our IoT Products & Services segment sales are made through a global network of distributors, systems integrators and value added
resellers ("VARs"). These third parties accounted for 59.9%, 50.0% and 47.0% of our total consolidated revenue in fiscal 2023, 2022 and 2021,
respectively. Our IoT Solutions segment does not sell through these channels. The remaining 40.1%, 50.0% and 53.0% of our total consolidated revenue in
fiscal 2023, 2022 and 2021, respectively is sold through our dedicated sales organization.
Distributors
Our larger distributors, by sales volume, include Arrow Electronics, Avnet, Bressner Technology GmbH, Digi-Key, Express Systems & Peripherals, Ingram
Micro, Mouser Electronics, Solsta, Symmetry Electronics, Synnex, Tokyo Electron Device and Venco Electrónica S.A. We also maintain relationships with
many other distributors both domestically and internationally.
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Strategic Sales Relationships
We maintain alliances with other industry leaders to develop and market technology solutions. These include many major communications hardware and
software vendors, operating system suppliers, computer hardware manufacturers, enterprise application providers and cellular carriers. Among others,
relationships include: AT&T, NXP, Orange, Rogers, Silicon Laboratories, T-Mobile, Telus, Telit, Verizon, Vodafone and several other cellular carriers
worldwide.
We have established relationships with equipment vendors in a range of industries such as energy, industrial, retail, transportation, medical, and government
that allow these partners to ship our products and services as component parts of their overall solutions. Our products utilize many of the world’s leading
telecommunications companies and Internet service providers, including, among others, AT&T, T-Mobile and Verizon.
No single customer comprised more than 10% of our consolidated revenue for any of the fiscal years 2023, 2022 or 2021. In general, our sales are not
considered to be highly seasonal, although our first fiscal quarter revenue is often less than other quarters due to holidays and other business days.
Competition
We compete primarily in the communications technology industry. This industry is characterized by rapid technological advances and evolving industry
standards. This market can be affected significantly by new product introductions and marketing activities of industry participants. It is possible new
market entrants could market and sell disruptive technologies that impact one or more of our product or service offerings. In addition, we may compete
with other companies to acquire new businesses or technologies and the competition to secure such assets may be intense. We compete for customers on
the basis of existing and planned product features, service and software application capabilities, company reputation, brand recognition, technical support,
alliance relationships, the quality and reliability of our offerings, product development capabilities, price and availability. While no competitor offers a
comparable range of products and services, various companies do compete with us with respect to one or more of our products or solutions. With respect to
many of our product and service offerings, we face competition from companies who dedicate more resources and attention to that particular offering than
we are able to given the breadth of our business. As the marketplace for IoT connectivity products and solutions continues to grow, we expect to encounter
increased competition. Some of these competitors may have access to significantly more financial and technical resources than we possess which could
give them advantages in their ability to develop new and better offerings, to meet customer demands, to comply more quickly with new regulatory regimes
and to promote and sell their products.
Manufacturing Operations
We outsource our manufacturing operations to certain contract manufacturers, which are located primarily in Thailand, Mexico, Taiwan and China. We rely
on third party foundries or companies who rely on third party foundries for our semiconductor devices that are Application Specific Integrated Circuits
("ASICs"). These foundries are located primarily in Taiwan. We also outsource printed circuit board production. By outsourcing our operations to these
manufacturers, we can leverage the manufacturing strength of our vendors, which allows us to focus on new product introductions. In addition, it allows us
to reduce our fixed costs, maintain production flexibility and optimize our profits.
Our products are manufactured to our designs with standard and custom components. Most of the components are available from multiple vendors. We
have several single-sourced supplier relationships, either because alternative sources are not available or because the relationship is advantageous to us. As
disclosed elsewhere, our manufacturing operations, like those of other companies, are dependent on relationships with these suppliers who, like us, are
subject to potential supply chain disruptions. If these suppliers are unable to provide a timely and reliable supply of components, we could experience
manufacturing delays that could adversely affect our consolidated results of operations in a material way. In an effort to mitigate supply chain exposure, we
have increased our amount of inventory on hand from historical levels and will monitor whether adjustments to inventory levels are necessary to mitigate
any future exposures. Further, a range of conditions and circumstances beyond our control such as global conflicts, recessionary economic conditions in
various regions of the world or a recurrence of the Covid-19 pandemic could disrupt the availability of raw materials and components as well as our
capacity to make and distribute our products.
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Research & Development and Intellectual Property Rights
Due to rapidly changing technology in the communications technology industry, we believe a large part of our success depends upon the product and
service development skills of our personnel as well as our ability to integrate any acquired technologies with organically developed technologies. While we
dedicate significant resources to research and development, many of our competitors are focused on a smaller set of products than us and are likely able to
dedicate more resources than us toward the portions of the market in which we compete with them. In recent periods, as a result of supply chain constraints,
a significant portion of our research and development spending has been focused on the re-design or reconfiguration of existing products using different
components. This has lowered our ability to focus on new product development.
Our proprietary rights and technology are protected by a combination of copyrights, patents, trade secrets and trademarks.
We have established common law and registered trademark rights on a family of marks for a number of our products. Our IoT Products & Services
primarily are sold under the Digi, Rabbit , Digi XBee, and Opengear brands. We believe that the Digi and Rabbit brands have established strong identities
with our targeted customer base and our customers associate the Digi brand with "reliability" and the Rabbit brand with "ease of integration." We believe
that our customers associate Digi XBee with "ease of use." Many of our customers choose us because they are building a very complex system solution and
they want the highest level in product reliability and ease of integration and use. Our IoT Solutions are offered under the Ventus and SmartSense by Digi
brands.
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Our patents are applicable to specific technologies and are valid for varying periods of time based on the date of patent application or patent grant in the
U.S. and the legal term of patents in the various foreign countries where patent protection is obtained. We believe our intellectual property has significant
value and is an important factor in the marketing of our company and products.
HUMAN CAPITAL RESOURCES
Digi’s workforce consists of 822 employees globally as of September 30, 2023. We consider our relationship with our employees to be good.
Culture
At Digi we promote cultural imperatives that drive our approach to our daily work and our customer care:
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Customer focus
Start-up urgency
Positive Energy - Bring solutions to problems
Commitment to outcomes & results
Embrace Diversity & Inclusion
Caring
These core values define the way we do business in our everyday actions and choices. We strive to create a respectful work environment characterized by
mutual trust and the absence of intimidation, oppression, discrimination and exploitation.
Talent
Successful execution of our strategy is dependent on attracting, developing and retaining key employees and members of our management team. The skills,
experience and industry knowledge of our employees significantly benefit our operations and performance. We continuously evaluate, modify, and enhance
our internal processes and technologies to increase employee engagement, productivity, and efficiency.
We are committed to promoting and cultivating an inclusive, diverse culture that welcomes and celebrates everyone without bias. In addition, we actively
engage within our communities to foster and attain social equity.
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Compensation Philosophy
Our compensation philosophy creates the framework and building blocks for our rewards strategy. We have a pay-for-performance culture that ties
compensation to the performance of the individual and the company. We provide balanced compensation programs that focus on the following five key
elements:
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Pay-for-performance - Reward and recognize leading contributors and high potentials;
External market based - Pay levels that are competitive with respect to the labor market in which we compete for talent;
Internal equity - Providing for fair pay relationships within the Company;
Fiscal responsibility - Providing affordable programs that are within our budget; and
Legal compliance - Ensure the organization is legally compliant in all states and countries in which we operate.
Health and Wellness
We are committed to providing a competitive and comprehensive benefits package to our employees. Our benefits package provides a balance of protection
along with the flexibility to meet the individual health and wellness needs of our employees.
PRINCIPAL PRODUCTS AND SERVICES
Our primary products and services for each reportable segment are:
IoT Products & Services Segment
Hardware Products
Cellular Products – We provide a range of products that use cellular technology such as Long Term Evolution (“LTE”), LTE Advance Pro and 5
Generation wireless protocols to communicate with networks. These products provide a cost-effective, more flexible alternative to landlines for primary or
backup connectivity. They are trusted by global leaders in agricultural, energy medical, lighting, digital signage, gaming, electric charging and
transportation, as well as other industrial and enterprise markets including:
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Cellular routers that help enterprise, government, industrial, transportation and OEM customers with their mission-critical wireless connectivity
needs in challenging, remote and mobile environments.
Cellular modules that help OEM customers embed cellular communications abilities into their products so they can deploy and manage intelligent
and secure cellular connected products. These modules help OEMs to get their products to market faster and with lower development costs and
risks so they can focus on their core competencies instead of on wireless connectivity design.
Console servers that can be managed by software to provide secure, remote access to network equipment in data centers and at edge locations.
These products primarily are used by IT organizations in large enterprises to maximize the availability of services to their customers and
employees, and provide business continuity in the event of a network failure. This technology improves efficiency and reduces the risk of costly
outages.
Radio-Frequency (“RF”) Products – These products which are marketed primarily under the Digi XBee brand include embedded wireless modules as
well as off-the-shelf gateways, modems and adapters. They are used by customers across a broad range of industries. These products offer a wide selection
of both standards-based and proprietary wireless protocols including Zigbee, Cellular, Sub-1 GHz, LPWA, WiFi and Bluetooth to meet diverse application
requirements of customers.
Embedded System Products – Marketed under the Digi Connect , ConnectCore and Rabbit brands these are embedded system on modules ("SOMs")
and single board computers that are embedded into customer products in a broad range of industries and applications. These products deliver highly
integrated computer platforms with scalable performance, flexible wired and wireless connectivity and complete software platforms. These products are
designed and developed with compact form-factors, low power consumption and long product lifecycles. The latest ConnectCore products support
advanced multi-core processing, security, multimedia, human-machine interface ("HMI") and other emerging technologies like machine learning.
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Infrastructure Management Products – These products include serial and Universal Serial Bus ("USB") solutions. Our serial servers (also known as
device servers and terminal servers) provide secure and reliable serial port-to-Ethernet integration of most devices into wired Ethernet networks. This
means that they are capable of converting data received over TCP/IP networks such as the internet and back; thereby eliminating the need for each device
to have a physical connection to a computer. We also offer multiple USB solutions whose primary functions are to connect multiple USB devices, allowing
them to work over a wired or wireless network without each device needing to plug into its own host computer. These products also include battery and
hardwired options for the control and monitoring of critical infrastructure.
Services
Digi Remote Manager – Digi Remote Manager is a recurring revenue cloud-based service that provides a secure environment for customers to manage
their connected device for the full deployment lifecycle. This service enables customers to activate, monitor, diagnose, reset, update and/or upgrade their
entire network of mission-critical devices from a single point of command. Through a "single pane of glass," network managers can manage configurations,
update firmware, add features and schedule and automate tasks from their desktop, tablet or phone.
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Lighthouse Management Software – Lighthouse is a recurring revenue cloud-based service that provides a secure environment for customers to manage
their network devices by providing secure access to remote networks regardless of how they are connected or how a user interacts with the system.
Designed with security, scalability and automation in mind, Lighthouse allows engineers to control every aspect of their network through a central hub.
Technical Services – Our Technical Services provide professional services, data plan subscriptions and enhanced technical support to customers.
Professional services include solution planning and implementation services to customers who purchase our products such as site planning, implementation
management, application development and customer training. Data plan subscriptions are offered to customers wishing to enable cellular connectivity on
our products. Enhanced technical support provides priority, in-depth technical support consultations with our experienced support team. These services
ensure customers get to market quickly, minimize risk, and ensure customer success with their Digi solution.
IoT Solutions Segment
SmartSense by Digi – Our SmartSense by Digi is an end-to-end, cost-effective system that uses sensors, gateways and cloud based applications to enable
customers in food service (e.g. super markets, schools and restaurants), healthcare (primarily pharmacies and hospitals) and transportation/logistics to: (i)
monitor wirelessly the temperature of food and other perishable or sensitive goods, (ii) monitor facilities or pharmacies by tracking the completion of
operating tasks by employees, and (iii) have visibility in the supply chain to product temperature through an end-to-end system for quality control and
incident management. Historically, customers receive hardware up-front, including gateways and sensors, and pay for an annual subscription for
monitoring sensor data. However. SmartSense by Digi is increasingly pivoting to providing a comprehensive Sensing-as-a-service solution to better address
customers' needs and expand its role as a leader in this solution space.
Ventus – Ventus is a leader in providing comprehensive MNaaS solutions that simplify the complexity of both wireless and fixed-line WAN connectivity.
With comprehensive end-to-end security, our portfolio includes an array of connectivity applications in the banking, healthcare, retail, gaming, access
control, EV charging, hospitality and other sectors. Supporting ATMs, gaming, point-of-sale, kiosks, digital signage and retail applications, Ventus works
closely with its customers to customize innovative long-term MNaaS solutions.
ITEM 1A. RISK FACTORS
Multiple risk factors exist which could have a material effect on our operations, results of operations, financial position, liquidity, capital resources and
common stock.
Operational Risks
We depend on manufacturing relationships and a broad set of suppliers, some of whom provide us with limited-source components and parts, and
disruptions in these relationships may cause damage to our customer relationships or otherwise negatively impact our business.
We procure all parts and certain services involved in the production of our products and subcontract most of our product manufacturing to outside firms
that specialize in such services. Although most of the components of our products are available from multiple vendors, we have several single-source
supplier relationships, either because alternative sources are not available or because the relationship is advantageous to us. As an example, Ventus relies
almost exclusively on a manufacturer in China for the production of the hardware it provides to its customers. Further, in recent years supply chains
globally have experienced
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stress due to a range of factors. This continues to impact our own ability to procure certain inventory and services. These disruptions also caused us to order
significant amounts of inventory as we were uncertain whether we would otherwise be able to procure necessary parts and components to meet customer
needs. As a result, we have held elevated levels of inventory compared to historical norms. The impacts of these circumstances driven by supply chain
stress have been material in some instances and it is possible additional material impacts could occur in the future. There can be no assurance that our
suppliers will be able to meet our future requirements for products and components in a timely fashion. In addition, the availability of many of the
components we need is dependent in part on our ability to provide our suppliers with accurate forecasts of our future requirements. Delays or lost revenue
could be caused by other factors beyond our control, including late deliveries by vendors of components, or force majeure events. As an example of force
majeure, a fire in November 2014 disrupted the operations at one of our contract manufacturers in Thailand. If we are required to identify alternative
suppliers for any of our required components, qualification and pre-production periods could be lengthy and may cause an increase in component costs and
delays in providing products to customers. Any extended interruption in the supply of any of the key components or the availability of manufacturing
services that currently are obtained from limited sources could disrupt our operations and have a material adverse effect on our customer relationships and
profitability.
The long and variable sales cycle for certain of our products and services makes it more difficult for us to predict our operating results and manage our
business.
The sale of our products and services may require a significant technical evaluation and commitment of capital and other resources by potential customers
and end users, as well as delays frequently associated with end users’ internal procedures to deploy new technologies and to test and accept new
technologies. For these and other reasons, the sales cycle associated with certain of our products is typically lengthy and is subject to a number of
significant risks, such as end users’ internal purchasing reviews, as well as availability of capital for deployments, that are beyond our control. Because of
the lengthy sales cycle and the large size of certain customer orders, if orders forecasted for a specific customer are not realized or delayed, our operating
results could be materially adversely affected.
Our participation in a services and solutions model, using hardware and cloud-based services, presents execution and competitive risks.
We participate in a services and solutions model that uses both hardware and cloud-based services. Both our SmartSense by Digi and Ventus offerings
deploy hardware, software and cloud-based hosting. In other areas of our business we offer hosted services and cloud-based platform, software
applications, and supporting products and services. We also employ significant human and financial resources to develop and deploy these offerings. As we
work to grow and scale these offerings, these investments have impacted previously and may impact adversely in the future our gross margins and
profitability. While we believe we have a strong foundation to compete, it is uncertain whether our strategies will attract the users or generate the revenue
required to be successful. Certain customers and potential customers that use these offerings were adversely impacted by the Covid-19 pandemic and the
resulting global economic downturn. Any future economic slowdown could impede our ability to win and retain customers. We have and expect to
encounter competition from other solutions providers, some of whom may have more significant resources than us. Whether we are successful in this
business model depends on a number of factors, including:
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our ability to establish the infrastructure to deploy and evolve our solutions effectively and continuously;
the features and functionality of our offerings relative to competing offerings as well as our ability to market effectively;
our ability to engage in successful strategic relationships with third parties such as telecommunications carriers, component makers and systems
integrators;
our ability to meet service assurance commitments required by certain contracts;
competing effectively for market share; and
deploying complete end-to-end solutions that meet the needs of the marketplace generally as well as the particular requirements of our customers
more effectively and efficiently than competitive solutions.
Our ability to sustain and grow our business depends in large part on the success of our third party distributors and resellers.
A substantial portion of our revenue is generated through sales by third party distributors and resellers. Further, for several years we have been taking steps
to expand our relationship with certain distributors who have global reach. These expansion efforts may increase the percent of our revenue driven through
channel partners or heighten our reliance on certain channel partners to drive sales. To the extent our channel partners are unsuccessful selling our products
or if we are unable to obtain and retain a sufficient number of high-quality channel partners, our operating results could be affected materially and
adversely. In addition, our distributors and resellers may market, sell and support products and services that are competitive with ours, and
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they may devote more resources to the marketing, sales and support of such products. These distributors and resellers may have incentives to promote our
competitors’ products in lieu of our products, particularly for our competitors with larger volumes of orders, more diverse product offerings and longer
relationships with our distributors and resellers. It is possible one or more of our important distributors and resellers may stop selling our products
completely. Our distributor and reseller sales structure could subject us to lawsuits, potential liability and reputational harm if, for example, any of these
parties misrepresents the functionality of our products or services to customers, or violates laws or our corporate policies. If we fail to manage our existing
or future sales through distributors and resellers effectively, our business and operating results could be materially and adversely affected.
Acquisitions could disrupt our business and seriously harm our financial condition.
We will continue to consider acquisitions of businesses, products or technologies. In the event of any future acquisitions, we could issue stock that would
dilute our current stockholders’ percentage ownership, incur additional debt, assume liabilities or incur large and immediate write-offs.
Our operation of any acquired business also involves numerous risks, including but not limited to:
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problems combining the acquired operations, technologies, or products;
unanticipated costs;
diversion of management’s attention from our core business;
difficulties integrating businesses in different countries and cultures;
effectively implementing internal control over financial reporting;
adverse effects on existing business relationships with suppliers and customers;
risks associated with entering markets in which we have no or limited prior experience; and
potential loss of key employees, particularly those of the acquired business
We cannot assure that we will be able to integrate successfully any businesses, products, technologies, or personnel that we have acquired or that we might
acquire in the future. Any such integration failure could disrupt our business and have a material adverse effect on our consolidated financial condition and
results of operations. Moreover, from time to time, we may enter into negotiations for a proposed acquisition, but be unable or unwilling to consummate the
acquisition under consideration. This could cause significant diversion of management’s attention and out-of-pocket expenses for us. We could also be
exposed to litigation as a result of any consummated or unconsummated acquisition.
Certain parts of our business are subject to customer concentrations.
Several of our acquired businesses historically have depended on relationships with one or a small number of customers or have a significant number of
customers that are from particular industries. Any disruption in their business with those customers, whether as a result of changes in demand for the
customer’s services, adverse changes in the customer’s industry generally or other challenges in securing or renewing contracts, could have a material
adverse impact on our business, results of operations, financial condition and prospects.
For example, we acquired Accelerated in fiscal 2018. Although Accelerated has many customers, its business historically has been highly dependent on its
relationship with a single telecommunications carrier customer.
We acquired Opengear in fiscal 2019. Although Opengear has many customers, its business historically has been significantly concentrated on its
relationships with a few large customers.
We acquired Ventus in fiscal 2022. Although Ventus has many customers, its business historically has been significantly concentrated on its relationships
with fewer than twenty customers and it also serves a significant number of customers in the financial and gaming terminal industries. Likewise, our
SmartSense by Digi business services a significant number of customers in the pharmaceutical, medical facility and retail food industries. Both Ventus and
SmartSense by Digi produce significant ARR. Any disruption or difficulties in any of the industries these businesses serve could have an adverse impact on
our business, results of operations (including, but not limited to, ARR), financial condition and prospects.
In addition, some larger customers may demand discounts and rebates. As a result, our future revenue opportunities with these customers may be limited,
and we may face pricing pressures, which in turn could adversely impact our gross margin and our profitability. The loss of, reduction in, or pricing
discounts associated with orders from key customers may significantly reduce our revenue and harm our business. Furthermore, delays in payment and/or
extended payment terms from larger customers
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could have a disproportionate and material negative impact on our cash flows and working capital to support our business operations.
The businesses of our IoT Solutions segment are subject to the risks faced by businesses operating in emerging markets.
SmartSense by Digi is operated in an emerging market where technology-based solutions to monitor the condition of perishable goods as well as the
completion of employee tasks have not been used historically. Similarly, our Ventus business is operating in an evolving marketplace where the breadth of
companies with collections of assets that require connectivity and general monitoring is evolving. The operation of each of these businesses can therefore
be subject to significant additional risks that are not necessarily related to our more established products and services.
Additional risks that relate to IoT Solutions, include, but are not limited to:
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SmartSense by Digi offerings are deployed in part to help assure perishable goods are safely preserved. Ventus's offering is deployed so that
dispersed collections of critical, operational assets requiring network connectivity (such as ATMs, lottery terminals, etc.) are fully operational. In
each case, there is a potential risk of loss in the event of a malfunction or failure in our offerings.
SmartSense by Digi has a limited history with us in a marketplace that is relatively early in its development and has numerous competitors.
Although Ventus has a longer operating history and some of the marketplaces in which it operates are quite mature, new use cases continue to
emerge as businesses increasingly rely on self-service devices in their operations with customers. We cannot provide assurances we will be
successful in operating and continuing to grow either of these businesses.
• Our ability to succeed with the offerings of these businesses will depend in large part on our ability to provide customers with hardware and
software products that are easy to deploy and offer features and functionality that address the needs of particular businesses. We may face
challenges and delays in the development of these businesses as the marketplace for products and services evolves to meet the needs and desires of
customers.
In light of these risks and uncertainties, we may not be able to establish or maintain the market share of these businesses or take full advantage of
businesses we may acquire in the future related to either of these businesses. There can be no assurance that we will recover our investments in SmartSense
by Digi or Ventus or that we will realize ongoing and consistent profits from these businesses. Also, there can be no assurance that diverting our
management’s attention to these businesses will not have a material adverse effect on our other existing businesses, any of which may have a material
adverse effect on our results of operations, financial condition and prospects.
From time to time, we are subject to claims and litigation regarding intellectual property rights or other claims pertaining to our business, which could
seriously harm us and require us to incur significant costs.
The communications technology industry is characterized by frequent litigation regarding patent and other intellectual property rights. From time to time,
we receive notification of a third-party claim that our products allegedly infringe intellectual property rights owned by others. In addition, in the ordinary
course of business from time to time we receive other third-party claims that may include, but are not limited to, commercial relationships, employment
disputes, contractual disputes or alleged issues with the use of our products or services. Any litigation to determine the validity of third-party infringement
claims or other litigation claims made against us, whether or not determined in our favor or settled by us, may be costly and divert the efforts and attention
of our management and technical personnel from productive tasks. This could have a material adverse effect on our ability to operate our business and
service the needs of our customers. There can be no assurance that any claims by third parties, regardless if they have merit, will not materially adversely
affect our business, operating results, financial condition or prospects. In the event of an adverse ruling in any such matter, we may be required to pay
substantial damages, cease engaging in or make alterations to certain business activities, cease the manufacture, use and sale of infringing products,
discontinue the use of certain processes or be required to obtain a license under the intellectual property rights of the third party claiming infringement.
There can be no assurance with respect to an infringement claim that a license would be available on reasonable terms or at all. Any limitations on our
ability to market our products, or delays and costs associated with redesigning our products or payments of license fees to third parties, or any failure by us
to develop or license a substitute technology on commercially reasonable terms could have a material adverse effect on our business, operating results and
financial condition.
Our sales and operations globally face risks related to health epidemics or pandemics that could disrupt our operations and adversely impact our sales
and operating results.
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Our business operations and financial results could be adversely affected by the effects of a widespread outbreak of contagious disease or other material
adverse widespread public health development, such as the outbreak of the Covid-19 respiratory illness caused by a novel coronavirus first identified in
Wuhan, Hubei Province, China in 2019. These effects could include the absence of one or more key employees or significant numbers or employees
generally, disruptions or restrictions on our ability to maintain operations at one or more of our facilities, disruptions or restrictions to travel that is
important to our operations, adverse impacts on our ability to distribute or deliver our products or services as well as temporary disruptions, restrictions or
closures of the facilities of our suppliers or customers and their contract manufacturers. Any of the above absences, disruptions or restrictions could impact
our sales and operating results negatively. If these absences, disruptions or restrictions are significant and material it is possible our business continuity
could be jeopardized. Depending on the location of any such disruption or restriction, there may not be a solution that will be easy to implement in a timely
manner or without significant expense. In addition, any significant outbreak of contagious diseases could materially and adversely affect the economies and
financial markets of many countries or the entire world, resulting in an economic downturn that could affect demand for our products, likely impact our
operating results and restrain our access to capital from lenders or other sources.
Risks Relating to Our Foreign Operations
Our use of suppliers in other parts of the world as well as our purchases of components containing certain materials involves risks that could negatively
impact us.
We purchase many components from suppliers in other parts of the world. Product delivery times may be extended due to the distances involved or events
beyond our control, requiring more lead time in ordering. In addition, ocean freight delays may occur as a result of labor problems, weather delays,
expediting orders for third parties, customs issues or other events beyond our control. Any extended delay in receipt of the component parts could eliminate
anticipated cost savings and have a material adverse effect on our customer relationships and profitability. Governments continue to impose tariffs on
various products and components which may impact the pricing of certain components and inventories and could have a material adverse effect on our
competitive standing in the marketplace and our financial results. Potential power outages, most notably in recent times in Asia and Europe could also have
a material adverse effect ability to obtain components for our products from our foreign suppliers. Additional challenges could occur if these suppliers
allocate materials and components to other customers. The Chinese government in recent years has implemented policies that adversely have impacted
various industries in that nation and it is possible they may take actions in the future that are adverse to suppliers who we rely upon. Sanctions against and
actions of the Russian government resulting from the war in Ukraine may be adverse to suppliers who we rely upon. Finally, the introduction of new
regulations by governments may also impact the availability, delivery or certain components or our ability to use certain components because of, among
other potential reasons, the materials those components may contain or the location of the supplier of the component or certain materials contained in the
component.
We face risks associated with our international operations that could impair our ability to grow our revenue abroad as well as our overall financial
condition.
Our future growth may be dependent in part upon our ability to increase sales in international markets. These sales are subject to a variety of risks,
including fluctuations in currency exchange rates, tariffs, import restrictions and other trade barriers, unexpected or very burdensome changes in regulatory
requirements, longer accounts receivable payment cycles, potentially adverse tax consequences, and export license requirements. In addition, we are
subject to the risks inherent in conducting business internationally, including political and economic instability and unexpected changes in diplomatic and
trade relationships. In many markets where we operate business and cultural norms are different than those in the United States and practices that may
violate laws and regulations applicable to us like the Foreign Corrupt Practices Act ("FCPA") and the UK Anti-Bribery Act ("UKBA") are more
commonplace. Although we have implemented policies and procedures with the intention of ensuring compliance with these laws and regulations, our
employees, contractors and agents, as well as channel partners involved in our international sales, may take actions in violation of our policies. Many of our
vendors and strategic business allies also have international operations and are subject to the above described risks. Even if we are able to successfully
manage the risks of international operations, our business may be adversely affected if one or more of our business relations are not able to successfully
manage these risks. There can be no assurance that one or more of these factors will not have a material adverse effect on our business strategy and
financial condition.
Our failure to comply effectively with regulatory laws pertaining to our foreign operations could have a material adverse effect on our revenue and
profitability.
We are required to comply with U.S. government export regulations in the sale of our products to foreign customers, including requirements to properly
classify and screen our products against a denied parties list prior to shipment. We are also required to comply with the provisions of the FCPA and all other
anti-corruption laws, such as UKBA, of all other countries in which we do business, directly or indirectly, including compliance with the anti-bribery
prohibitions and the accounting and recordkeeping requirements of this law. Violations of export regulations, the FCPA or other similar laws or other laws
and regulations could trigger sanctions, including ineligibility for U.S. government insurance and financing, as well as large fines.
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Failure to comply with the aforementioned regulations could also deter us from selling our products in international jurisdictions, which could have a
material adverse effect on our revenue and profitability.
Competitive and Reputational Risks
We face intense competition from established companies that may have significant advantages over us and our products.
The market for our products is intensely competitive. Certain of our competitors and potential competitors have or may develop greater financial,
technological, manufacturing, marketing and personnel resources than us either generally or relative to the product sets they sell in competition to us.
Further, there are numerous companies competing with us in various segments of the market for our products, and their products may have advantages over
our products in areas such as conformity to existing and emerging industry standards or new regulations, interoperability with other products, management
and security capabilities, performance, price, ease of use, scalability, reliability, flexibility, product features and technical support.
Our current and potential competitors have or may develop one or more of the following significant advantages over us in the product areas where they
compete with us:
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tighter focus on an individual product or product category;
greater financial, technical and marketing resources;
barriers to transition to our products;
higher brand recognition across larger geographic regions;
• more comprehensive product features and functionality;
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longer-standing cooperative relationships with OEM and end-user customers;
superior customer service capacity and quality;
longer operating history; and
larger customer base.
We cannot provide assurance that we will be able to compete successfully with our current and potential competitors. Such competitors may be able to
more quickly develop or adapt to new or emerging technologies and changes in customer requirements, changes in regulatory requirements or devote
greater resources to the development, promotion and sale of their products. Additionally, it is probable that new competitors or new alliances among
existing competitors could emerge and rapidly acquire significant market share.
Our dependence on new product development and the rapid technological change that characterizes our industry make us susceptible to loss of market
share resulting from competitors’ product introductions and enhancements, service capabilities and similar risks as well as from regulatory changes.
Our industry is characterized by rapidly changing technologies, evolving industry standards, frequent new product introductions, short product life cycles
in certain instances and rapidly changing customer requirements. The introduction of products and enhancements embodying new technologies that can
disrupt one or more markets in which we compete and the emergence of new industry standards or regulations impacting our industry can render existing
products obsolete or unmarketable.
Our future success will depend on our ability to enhance our existing products, to introduce new products to meet changing customer requirements and
emerging technologies as well as potential regulatory changes, and to demonstrate the performance advantages and cost-effectiveness of our products over
competing products. Failure by us to modify our products to support new alternative technologies or failure to achieve widespread customer acceptance of
such modified products could cause us to lose market share and cause our revenue to decline. Further, if our competitors offer better service capabilities
associated with the implementation and use of their products, our business could be impacted negatively.
We may experience delays in developing and marketing product enhancements or new products that respond to technological change, evolving industry
standards or regulations and changing customer requirements. There can be no assurance that we will not experience difficulties that could delay or prevent
the successful development, introduction, and marketing of these products or product enhancements, or that our new products and product enhancements
will meet the requirements of the marketplace adequately and achieve any significant or sustainable degree of market acceptance in existing or additional
markets. In addition, the future introductions or announcements of products by us or one of our competitors embodying new technologies or changes in
industry standards or regulations or customer requirements could render our then-existing products
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obsolete or unmarketable. This risk may become more pronounced as new competitors emerge in markets where we sell our products, especially if these
competitors have more resources than us to develop and market new products and technologies and provide related services. There can be no assurance that
the introduction or announcement of new product offerings by us or one or more of our competitors will not cause customers to defer their purchase of our
existing products, which could cause our revenue to decline.
Our failure to compete successfully in our highly competitive market could result in reduced prices and loss of market share.
The market in which we operate is characterized by rapid technological advances and evolving industry standards. The market can be affected significantly
by new product introductions and marketing activities of industry participants. In addition, the amount of competition we face in the marketplace may
change and grow as the market for our industry grows and new entrants enter the marketplace. Present and future competitors may be able to identify new
markets and develop products more quickly, which are superior to those developed by us. Such competitors may adapt new technologies faster, devote
greater resources to research and development, promote products more aggressively and price products more competitively than us. Competition may also
intensify, or we may no longer be able to compete effectively in the markets in which we compete.
Strategic Risks
We intend to continue to devote significant resources to our research and development, which, if not successful, could cause a decline in our revenue and
harm our business.
We intend to continue to devote significant resources to research and development in the coming years to enhance our existing product offerings and
develop additional product offerings. For fiscal 2023, 2022, and 2021, respectively, our research and development expenses were 13.2%, 14.2% and 15.1%
of our revenue. If we are unable to enhance existing products and develop new products, applications and services as a result of our research and
development efforts, if we encounter delays in deploying these enhanced or new products, applications and services, or if the products, applications and
services we enhance or develop are not successful, our business could be harmed. Even if we enhance existing products and develop new products,
applications and services that are accepted by our target markets, the net revenue from these products, applications and services may not be sufficient to
justify our investment in research and development.
Many of our products, applications and services have been developed through a combination of internally developed technologies and acquired
technologies. Our ability to continue to develop products, applications and services could be partially dependent on finding and acquiring new technologies
in the marketplace. Even if we identify new technologies that we believe would be complementary to our internally developed technologies, we may not be
successful in obtaining those technologies or integrating them effectively with our existing technologies.
Our ability to grow our business is dependent in part on strategic relationships we develop and maintain with third parties as well as our ability to
integrate and assure use of our products and services in coordination with the products and services of certain strategic partners in a commercially
acceptable manner.
We believe that our ability to increase our sales depends in part on maintaining and strengthening relationships with parties such as telecommunications
carriers, systems integrators, enterprise application providers, component providers and other strategic technology companies. Once a relationship is
established, we likely will dedicate significant time and resources to it in an effort to advance our business interests and there is no assurance any strategic
relationship will generate enough revenue to offset the significant resources we use to advance the relationship. Parties with whom we establish strategic
relationships also work with companies that compete with us. We have limited, if any, control as to whether these parties devote adequate resources to
promoting, selling, and implementing our products. Further, new or emerging technologies, technological trends or changes in customer requirements may
result in certain companies with whom we maintain strategic relationships de-emphasizing their dealings with us or becoming potential competitors in the
future. We also have limited, if any, control as to other business activities of these parties and we could experience reputational harm because of our
association with such parties if they fail to execute on business initiatives, are accused of breaking the law or otherwise suffer reputational harm for other
reasons. All of these factors could materially and adversely impact our business and results of operations.
In some cases, we expect the establishment of a strategic relationship with a third party to result in integrations of our products or services with those of
other parties. Identifying appropriate parties for these relationships as well as negotiating and documenting business agreements with them requires
significant time and resources. We expect these agreements typically to be non-exclusive and not to prohibit the other party from working with our
competitors or offering competing services. Once the relationship is established, we may encounter difficulties in combining our products and services in a
commercially acceptable manner. We expect this dynamic, where our ability to generate sales is dependent on our products and services interacting with
those sold by third parties, may become more common in the future. There can be no guarantee in any
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particular instance that we will be successful in making our products interact with those of other parties in a commercially acceptable manner and, even if
we do, we cannot guarantee that the resulting products and services will be marketed effectively or sold via the relationship.
Our failure to anticipate or manage product transitions effectively could have a material adverse effect on our revenue and profitability.
From time to time, we or our competitors may announce new or enhanced products that may replace or shorten the life cycles of our existing products.
Announcements of currently planned or other new or enhanced products may cause customers to defer or stop purchasing our products until these products
become available. Furthermore, the introduction of new or enhanced products because of customer requirement, regulation or otherwise may require us to
manage the transition from older product inventories and ensure that adequate supplies of new or enhanced products can be delivered to meet customer
demand. Our failure to anticipate the revenue declines associated with older products or manage transitions from older products effectively could result in
inventory obsolescence and also have a material adverse effect on our revenue and profitability.
We are dependent on third parties to manufacture our products which could have adverse impacts on our business if such manufacturers encounter
operating restraints or if we do not properly forecast customer demand.
We are reliant on third parties to manufacture our products in countries such as Mexico, Thailand, Taiwan and China. The ability of these manufacturers to
provide us with the timely provision of finished products is subject to a number of disruptions beyond their control such as, among others: the availability
of components from suppliers, labor shortages, energy shortages such as those from time to time encountered in China, changes in government regulations,
tensions with foreign governments or other factors. If we do not properly forecast customer demands for products any lengthening in lead times or
disruptions in service could result in lost revenues and adversely impact our business, results of operation, financial condition and prospects.
The loss of key personnel could prevent us from executing our business strategy.
Our business and prospects depend to a significant degree upon the continuing contributions of our executive officers and key technical and other
personnel. Competition for such personnel is intense, and in the current environment of large numbers of workers leaving their current employment for new
opportunities, there can be no assurance that we will be successful in retaining qualified personnel. Failure to attract and retain key personnel could result in
our failure to execute our business strategy.
Risks Related to Economic and Market Conditions
Our consolidated operating results and financial condition may be adversely impacted by worldwide economic conditions and credit tightening.
If worldwide economic conditions experience a significant downturn, these conditions may make it difficult or impossible for our customers and suppliers
to accurately forecast and plan future business activities, which may cause them to slow or suspend spending on products and services. Our customers or
suppliers may find it difficult to gain sufficient credit or service existing credit in a timely manner, which could result in an impairment of their ability to
process or place orders with us, deliver inventory or services to us in the case of suppliers or to make timely payments to us for previous purchases in the
case of customers. If this occurs, our revenue may be reduced, thereby having a negative impact on our results of operations. In addition, we may be forced
to increase our allowance for credit losses and our days sales outstanding may increase, which would have a negative impact on our cash position, liquidity
and financial condition. To the extent we incur debt, we may be unable to adhere to financial covenants or to service the debt. These risks associated with
credit and debt are more pronounced for the parties with whom we do business and ourselves in the current environment which has seen interest rates rise
rapidly, especially if they remain elevated for an extended period of time We cannot predict either the timing or duration of an economic downturn in the
economy, should one occur. Any downturn could have a material adverse impact on our business, results of operations, financial condition and prospects.
Our gross margins may be subject to decline.
Our gross margins may be subject to declines which could decrease our overall profitability and impact our financial performance adversely. Some of the
hardware products we sell are approaching the end of their product life cycles. These mature hardware products have sold historically at higher gross
margins than our other product and service offerings. We expect this general trend of declining sales for many of our mature products to continue and the
pace of the decline may accelerate. In addition, rising prices for goods and services due to inflation along with ongoing cost pressures in our industry create
downward pressure on the prices at which we and other manufacturers can sell hardware products. We have indicated
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that we would be willing to realize lower levels of gross margins from customers in return for long-term, binding purchase commitments. If this strategy
were successful, it could apply downward pressure on our gross margins. Part of our longer term strategy is to sell software applications and IoT solutions
such as SmartSense by Digi and Ventus offerings as well as selling hardware together with bundled services on a subscription basis. These sales may
provide recurring revenues at relatively high gross margins, but these types of offerings are still in the earlier stages of adoption by customers. As such,
their sales growth is not necessarily predictable or assured. Our gross margins therefore may be subject to decline unless we can implement cost reduction
initiatives effectively to offset the impact of these factors.
Our revenue may be subject to fluctuations based on the level of significant large project-based purchases.
No single customer has represented more than 10% of our revenue in any of the last three fiscal years. However, many of our customers make significant
one-time hardware purchases for large projects that are not repeated. As a result, our revenue may be subject to significant fluctuations based on whether
we are able to close significant project based sales opportunities. In addition, in our SmartSense by Digi and Ventus businesses certain customers have
outsized deployments relative to other customers. It is possible we will see revenue fluctuations in these businesses based upon the scale of new
deployments in different financial periods. Our failure to complete one or a series of significant sales opportunities in a particular fiscal period could have a
material adverse effect on our revenue for that period.
Some of our products are sold into mature markets, which could limit our ability to continue to generate revenue from these products.
Some of our hardware products are sold into mature markets that are characterized by a trend of declining demand. We have made targeted investments to
provide enhanced and new products into these mature markets and believe this may mitigate declining demand. However, over the longer term, the overall
market for these hardware products is expected to decrease due to the adoption of new technologies. As such, we expect that our revenue from these
products will continue to decline over time. As a result, our future prospects depend in part on our ability to acquire or develop and successfully market
additional products that address growth markets.
Unanticipated changes in our tax rates could affect our future results.
Our future effective tax rates could be favorably or unfavorably affected by unanticipated changes in the mix of earnings in countries with differing
statutory tax rates, changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws or our interpretation of such laws. In
addition, we may be subject to the examination of our income tax returns by the Internal Revenue Service and other U.S. and international tax authorities.
We regularly assess the potential outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no
assurance that the outcomes from these examinations will not have an adverse effect on our consolidated operating results and financial condition.
We may have additional tax liabilities.
We are subject to income taxes in the United States and many foreign jurisdictions. Significant judgment is required in determining our worldwide
provision for income taxes, including our reserves for uncertain tax positions. In the ordinary course of business, there are many transactions and
calculations where the ultimate tax determination is uncertain. We regularly are under audit by tax authorities. Although we believe our tax estimates are
reasonable, the final determination of tax audits could be materially different from our historical income tax provisions and accruals. The results of an audit
could have a material effect on our consolidated financial position, results of operations, or cash flows in the period or periods for which that determination
is made.
Credit and Liquidity Risks
Failure to comply with the covenants under our credit facility may have a material adverse effect on our ability to access additional capital and/or create
an event of default.
On December 22, 2021, Digi entered into a third amended and restated credit agreement, which amended and restated the second amended and restated
credit agreement entered into on November 1, 2021, consisting of a $350 million term loan B secured loan (the "Term Loan") and a $35 million revolving
credit facility (the "Revolving Credit Facility", and together with the Term Loan, the "Loan"). This Loan replaced our syndicated senior secured credit
agreement with BMO that was entered into on March 15, 2021 and replaced the remaining balances of our term loan and revolver. The $35 million
revolving credit facility, which presently is undrawn, includes a $10 million letter of credit subfacility and $10 million swingline subfacility. Amounts
under the Term Loan are being repaid in quarterly installments on the last day of each fiscal quarter, with an annual
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amortization rate of 5% of the original aggregate principal amount of the term loans, commencing on June 30, 2022. The remaining outstanding balance
under the Term Loan is due to be repaid in full after seven years.
If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments on the Loan, we will be in default. We are
also required to comply with several financial covenants under the Credit Agreement. Our ability to comply with such financial covenants may be affected
by events beyond our control, which could result in a default under the Credit Agreement; such default may have a material adverse effect on our business,
financial condition, operating results or cash flows.
The Term Loan contains some affirmative covenants and the Revolving Credit Facility contains customary affirmative and negative covenants, including
covenants that restrict the ability of Digi and its subsidiaries to incur additional indebtedness, dispose of significant assets, make certain investments,
including any acquisitions other than permitted acquisitions, make certain payments, enter into sale and leaseback transactions, grant liens on its assets or
rate management transactions, subject to certain limitations. These restrictions could adversely affect our business.
Negative conditions in the global credit markets may impair a portion of our investment portfolio.
Our investment portfolio may consist of certificates of deposit, commercial paper, money market funds, corporate bonds and government municipal bonds.
These marketable securities are classified as available-for-sale and are carried at fair market value. Some of our investments could experience reduced
liquidity and could result in an impairment charge should the impairment be considered as other-than-temporary. This loss would be recorded in our
consolidated statements of operations, which could materially adversely impact our consolidated results of operations and financial condition.
Technology and Cybersecurity Risks
We are subject to various cybersecurity risks, which are particularly acute in cloud-based technologies that we and other third parties operate that form a
part of our solutions or that we rely on to conduct our operations. These risks may increase our costs and could damage our brand and reputation.
As we continue to direct a substantial portion of our sales and development efforts toward broader based solutions, such as SmartSense by Digi, the Digi
Remote Manager and Ventus offerings, we expect to store, convey and potentially process significant amounts of data produced by devices. We have
completed a number of acquisitions in recent years and have inherited a range of different systems that store, convey and potentially process data and in
some cases we may be delayed or choose not to integrate these systems into similar systems used in other parts of our business. Further many of our
business applications that we rely upon to operate our business now exist within cloud platforms that are managed by third parties. These factors may add
to the risk of breach by third parties.
This data may include confidential or proprietary information, intellectual property or personally identifiable information of our customers or other third
parties with whom they do business. It is important for us to maintain solutions and related infrastructure that are perceived by our customers and other
parties with whom we do business as providing reasonable levels of reliability and security. Despite available security measures and other precautions, the
infrastructure and transmission methods used by our products and services or otherwise associated with our operations may be vulnerable to interception,
attack or other disruptive problems. Continued high-profile data breaches at other companies evidence an external environment that is becoming
increasingly hostile to information security. Improper disclosure of data or a perception that our data security is insufficient could harm our reputation, give
rise to legal proceedings or subject our company to liability under laws that protect data, which may evolve and expand in scope over time. Any of these
factors could result in increased costs and loss of revenue for us.
If a cyberattack or other security incident were to allow unauthorized access to or modification of our customers’ data or our own data, whether due to a
failure with our systems or related systems operated by third parties, we could suffer damage to our brand and reputation.
The costs we would incur to address and fix these incidents could significantly increase our expenses. These types of security incidents could also lead to
lawsuits, regulatory investigations and increased legal liability, including in some cases contractual costs related to customer notification and fraud
monitoring. Further, as the regulatory focus on privacy and data security issues continues to increase and worldwide laws and regulations concerning the
protection of information continue to become more complex, the potential risks and costs of compliance to our business are expected to intensify.
15
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Our products operate with and are dependent on products and components across a broad ecosystem. If there is a security vulnerability in one of these
components, and if there is a security exploit targeting it, we could face increased costs, reduced revenue, liability claims or damage to our reputation or
competitive position.
In addition, cybersecurity is an issue that is becoming increasingly regulated. As regulations take effect or evolve it is possible we may encounter issues
being fully compliant with these legal standards which could result in material adverse effects on our business.
Risks Related to Our Intellectual Property
Our ability to compete could be jeopardized if we are unable to protect our intellectual property rights.
Our ability to compete depends in part on our proprietary rights and technology. Our proprietary rights and technology are protected by a combination of
copyrights, patents, trade secrets and trademarks. We enter into confidentiality agreements with our employees, and sometimes with our customers,
potential customers and other third parties, and limit access to the distribution of our proprietary information. There can be no assurance that the steps taken
by us in this regard will be adequate to prevent the misappropriation of our technology. Our pending patent applications may be denied and any patents,
once issued, may be circumvented by our competitors. Furthermore, there can be no assurance that others will not develop technologies that are superior to
our technologies. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use
information that we regard as proprietary. In addition, the laws of some foreign countries do not protect our proprietary rights as fully as do the laws of the
United States. There can be no assurance that our means of protecting our proprietary rights in the United States or abroad will be adequate or that
competing companies will not independently develop similar technologies. Our failure to adequately protect our proprietary rights could have a material
adverse effect on our competitive position and our business.
Government and Political Risks
Our inability to obtain the appropriate telecommunications carrier certifications or approvals from governmental regulatory bodies could impede our
ability to grow revenue in our wireless products.
The sale of our wireless products in certain geographical markets is sometimes dependent on the ability to gain telecommunications carrier certifications
and/or approvals by certain governmental bodies. Failure to obtain these approvals, or delays in receiving the approvals, could impact our ability to enter
our targeted markets or to compete effectively or at all in these markets and could have an adverse impact on our business and prospects.
Our failure to comply effectively with the requirements of applicable legislation and regulation, including but not limited to environmental rules and
regulations, could have a material adverse effect on our revenue and profitability.
Production and marketing of products in certain states and countries may subject us to environmental and other regulations. In addition, certain states and
countries may pass new regulations requiring our products to meet certain requirements to use environmentally friendly components or to avoid the
procurement of materials and components from certain places in the world. For instance, the European Union has issued two directives relating to chemical
substances in electronic products. The Waste Electrical and Electronic Equipment Directive makes producers of certain electrical and electronic equipment
financially responsible for collection, reuse, recycling, treatment and disposal of equipment placed in the European Union market. The Restrictions of
Hazardous Substances Directive bans the use of certain hazardous materials in electric and electrical equipment which are put on the market in the
European Union. In the future, various governments may adopt further environmental compliance programs or other rules or regulations that may impact
our business operations. If we fail to comply with these regulations, we may not be able to sell our products in jurisdictions where these regulations apply,
which could have a material adverse effect on our revenue and profitability.
Risks Related to Our Common Stock
Unsolicited takeover proposals, governance change proposals, proxy contests and resulting litigation may adversely impact our operations, create
uncertainty and affect the market price and volatility of our securities.
In 2017, we received an unsolicited takeover proposal and other companies in our industry have been the target of unsolicited takeover proposals in the
past. In the event that a third party, such as a competitor, private equity firm or activist investor makes an unsolicited takeover proposal or proposes to
change our governance policies or board of directors, or makes other proposals concerning our ownership structure or operations, our review and
consideration of such proposals may be a significant distraction for our management and employees, and could require us to expend significant time and
resources. Such proposals may create uncertainty for our employees and this uncertainty may adversely affect our ability to retain key
16
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employees, to hire new talent or to complete acquisitions we may desire to make. Similar uncertainty among our customers, suppliers and other business
partners could cause them to terminate, or not to renew or enter into, arrangements with us. Certain proposals may result in costly proxy contests or
litigation that can disrupt our business operations or result in an adverse effect on our operating results. Management and employee distraction related to
any such proposals also may adversely impact our ability to conduct our business optimally and pursue our strategic objectives. Such proposals, or their
withdrawal, could create uncertainty among investors and potential investors as to our future direction and affect the market price of our common stock
without regard to our operational or financial performance.
Certain provisions of the Delaware General Corporation Law and our charter documents have an anti-takeover effect.
There exist certain mechanisms under the Delaware General Corporation Law and our charter documents that may delay, defer or prevent a change of
control. For instance, under Delaware law, we are prohibited from engaging in certain business combinations with interested stockholders for a period of
three years after the date of the transaction in which the person became an interested stockholder unless certain requirements are met, and majority
stockholder approval is required for certain business combination transactions with interested parties.
Our Certificate of Incorporation contains a "fair price" provision requiring majority stockholder approval for certain business combination transactions with
interested parties, and this provision may not be changed without the vote of at least 80% of the outstanding shares of our voting stock. Other mechanisms
in our charter documents may also delay, defer or prevent a change of control. For instance, our Certificate of Incorporation provides that our Board of
Directors has authority to issue series of our preferred stock with such voting rights and other powers as the Board of Directors may determine.
Furthermore, we have a classified board of directors, which means that our directors are divided into three classes that are elected to three-year terms on a
staggered basis. Since the three-year terms of each class overlap the terms of the other classes of directors, the entire board of directors cannot be replaced
in any one year. Under Delaware law, directors serving on a classified board may not be removed by shareholders except for cause. The effect of these anti-
takeover provisions may deter business combination transactions not approved by our Board of Directors, including acquisitions that may offer a premium
over the market price to some or all stockholders.
The price of our common stock has been volatile and could continue to fluctuate in the future.
The market price of our common stock, like that of many other high-technology companies, has fluctuated significantly and is likely to continue to
fluctuate in the future. During fiscal 2023, the closing price of our common stock on the Nasdaq Global Select Market ranged from $27.00 to $42.94 per
share. Our closing sale price on November 20, 2023 was $25.29 per share. Announcements by us or others regarding the receipt of customer orders,
quarterly variations in operating results, departures of key personnel, acquisitions or divestitures, additional equity or debt financings, results of customer
field trials, scientific discoveries, technological innovations, litigation, product developments, patent or proprietary rights, government regulation and
general market conditions and risks may, for example, have a significant impact on the market price of our common stock.
If our stock price declines over a sustained period of time, our profits significantly decrease or our acquired businesses do not attain results that were
anticipated at the time of acquisition, we may need to recognize an impairment of our goodwill.
The price of our common stock could decline. If such a decline continued over a sustained period of time, we could have an impairment of our goodwill.
Our market value is dependent upon certain factors, including continued future growth of our products, services and solutions. If such growth does not
materialize or our forecasts are not met (including forecasts established at the time of acquisition), our profits could be significantly reduced, and our
market value may decline, which could result in an impairment of our goodwill. As discussed in other risk factors, there could be circumstances beyond our
control that could exacerbate the conditions that would lead to such an impairment.
Risks Relating to Our Industry
We are dependent on wireless communication networks owned and controlled by others.
Our revenue could decline if we are unable to deliver continued access to digital cellular wireless carriers that we depend on to provide sufficient network
capacity, reliability and security to our customers. Our financial condition could be impacted if our wireless carriers increase the prices of their services or
suffer operational or technical failures.
Natural disasters, wars and other events beyond our control could impact our supply chain and customers negatively resulting in an adverse impact to our
revenue and profitability.
Certain of our components and other materials used in producing our products are from regions susceptible to natural disasters or other events beyond our
control, such as the Covid-19 pandemic that was highly disruptive to businesses during the last few
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years or the ongoing wars in Ukraine and the Middle East. These and other events beyond our control can adversely impact our supply chains and our
business. If we are unable to procure necessary materials, we could experience a disruption to our supply chain that would hinder our ability to produce our
products in a timely manner. It also could cause us to seek other sources of supply which may be more costly or which we may not be able to procure on a
timely basis. We also risk damage to any tooling, equipment or inventory at the supplier’s facilities. For instance, flooding in October 2011 and a fire in
November 2014 disrupted the operations at one of our contract manufacturers in Thailand. In addition, our customers may not follow their normal
purchasing patterns or temporarily cease purchasing from us due to impacts to their businesses in the region, creating unexpected fluctuations or decreases
in our revenue and profitability. Natural disasters, wars and other events beyond our control could have material adverse impacts on our business.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
None.
ITEM 2. PROPERTIES
The following table contains a listing of our property locations that are material to us as of September 30, 2023:
Location of Property
Hopkins, MN
(World headquarters)
Eden Prairie, MN
Use of Facility
Research & development, sales, sales support,
marketing and administration
Manufacturing and warehousing
Sandy, UT
Norwalk, CT
Boston, MA
Queensland, Australia
Sales, technical support, research & development,
administration, manufacturing and warehousing
Sales, sales support, technical support, research &
development, administration, manufacturing and
warehousing
Research & development, sales, sales support and
marketing
Research & development
Mishawaka, IN
Edison, NJ
Sales, technical support and administration
Administration
Segment
IoT Products &
Services
IoT Products &
Services
IoT Products &
Services
IoT Solutions
Approximate
Square Footage
Ownership or Lease
Expiration Date
59,497 January 2032
58,000 Owned
35,466 December 2030
14,115 July 2027
IoT Solutions
13,302 August 2026
IoT Products &
Services
IoT Solutions
IoT Products &
Services
12,422 November 2026
7,829 August 2026
6,223 March 2025
In addition to the above locations, we have various other locations throughout the world that are not deemed to be material.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, we are subject to various claims and litigation, which may include, but are not limited to, patent infringement and
intellectual property claims, employment claims and claims involving customers or vendors. While we are unable to predict the outcome of any potential
claims or litigation due to the inherent unpredictability of these matters, we believe that it is possible that we could, in the future, incur judgments or enter
into settlements of claims that could have a material adverse effect on our operations in any particular period. See Note 16 to the consolidated financial
statements included in this annual report for additional information relating to legal matters.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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PART II.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Stock Listing
Our common stock is listed under the symbol DGII on the Nasdaq Global Select Market tier of the Nasdaq Stock Market LLC. On November 20, 2023
there were 97 stockholders of record.
Issuer Repurchases of Equity Securities
The following table presents the information with respect to purchases made by or on behalf of Digi International Inc. or any “affiliated purchaser” (as
defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the fourth quarter of fiscal 2023:
Period
July 1, 2023 - July 31, 2023
August 1, 2023 - August 31, 2023
September 1, 2023 - September 30, 2023
Total
Total Number of
Shares Purchased
(1)
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of a
Publicly Announced
Program
Maximum Dollar Value
of Shares that May Yet
Be Purchased Under the
Program
— $
8,841 $
— $
8,841 $
—
30.61
—
30.61
— $
— $
— $
— $
—
—
—
—
(1) All shares reported were forfeited by employees in connection with the satisfaction of tax withholding obligations related to the vesting of
restricted stock units.
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Performance Evaluation
The graph below compares the total cumulative stockholders’ return on our common stock for the period from the close of the Nasdaq Stock Market - U.S.
Companies on September 30, 2018 to September 30, 2023, the last day of fiscal 2021, with the total cumulative return for the Nasdaq U.S. Benchmark TR
Index (the "U.S. Benchmark Index") and the Nasdaq Telecommunications Index (the "Peer Index") over the same period. We have determined that our line
of business is mostly comparable to those companies in the Peer Index. The index level for the graph and table was set to $100 on September 30, 2018, for
our common stock, the U.S. Benchmark Index and the Peer Index and assumes the reinvestment of all dividends.
Digi International Inc.
Nasdaq U.S. Benchmark TR Index
Nasdaq Telecommunications Index
ITEM 6. [RESERVED]
FY18
FY19
FY20
FY21
FY22
FY23
$
$
$
100.00 $
100.00 $
100.00 $
101.26 $
102.97 $
114.51 $
116.21 $
118.89 $
118.16 $
156.65 $
156.96 $
130.21 $
257.03 $
128.70 $
94.60 $
200.74
155.13
112.75
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our management’s discussion and analysis should be read in conjunction with our consolidated financial statements and other information in this Annual
Report on Form 10-K.
We have omitted discussion of the earliest of the three years covered by our consolidated financial statements presented in this report because that
disclosure was already included in our Annual Report on Form 10-K for fiscal 2022, filed with the SEC on November 23, 2022. You are encouraged to
reference Part II, Item 7, within that report, for a discussion of our financial condition and result of operations for fiscal 2021 compared to fiscal 2022.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Form 10-K contains certain statements that are "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act
of 1995, and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended.
Forward-Looking Statements
This discussion contains forward-looking statements that are based on management’s current expectations and assumptions. These statements often can be
identified by the use of forward-looking terminology such as "assume," "believe," "anticipate," "intend," "estimate," "target," "may," "will," "expect,"
"plan," "potential," "project," "should," or "continue," or the negative thereof or other variations thereon or similar terminology. Among other items, these
statements relate to expectations of the business environment in which Digi operates, projections of future performance, perceived marketplace
opportunities and statements regarding our mission and vision. Such statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions. Among others, these include risks related to ongoing and varying inflationary and deflationary pressures around the world
and the monetary policies of governments globally as well as present concerns about a potential recession and the ability of companies like us to operate a
global business in such conditions as well as negative effects on product demand and the financial solvency of customers and suppliers in such conditions,
risks related to ongoing supply chain challenges that continue to impact businesses globally, risks arising from the present war in Ukraine and the Middle
East, the highly competitive market in which our company operates, rapid changes in technologies that may displace products sold by us, declining prices
of networking products, our reliance on distributors and other third parties to sell our products, the potential for significant purchase orders to be canceled
or changed, delays in product development efforts, uncertainty in user acceptance of our products, the ability to integrate our products and services with
those of other parties in a commercially accepted manner, potential liabilities that can arise if any of our products have design or manufacturing defects, our
ability to integrate and realize the expected benefits of acquisitions, our ability to defend or settle satisfactorily any litigation, the impact of natural disasters
and other events beyond our control that could negatively impact our supply chain and customers, potential unintended consequences associated with
restructuring, reorganizations or other similar business initiatives that may impact our ability to retain important employees or otherwise impact our
operations in unintended and adverse ways, and changes in our level of revenue or profitability which can fluctuate for many reasons beyond our control.
These and other risks, uncertainties and assumptions identified from time to time in our filings with the United States Securities and Exchange
Commission, including without limitation, those set forth in Item 1A, Risk Factors, of this Annual Report on Form 10-K, subsequent filings on Form 10-Q
and other filings, could cause our actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf.
Many of such factors are beyond our ability to control or predict. These forward-looking statements speak only as of the date for which they are made. We
disclaim any intent or obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
We are a leading global provider of business and mission-critical IoT connectivity products, services and solutions. Our business is comprised of two
reporting segments: IoT Products & Services and IoT Solutions.
In fiscal 2023, our key operating objectives included:
•
•
continuing to transition to complete solutions with software and service offerings included with our products, as this drives ARR, which provides
more predictable and higher margin revenues; and
delivering a higher level of services across our businesses.
During fiscal 2023 we delivered on these objectives by increasing ARR by 12% from the end of fiscal 2022 to the end of fiscal 2023. This included an
increase of 47% in our Products and Services business segment and 5% in our Solutions business segment. We also believe our high service levels are
evidenced by an overall increase in revenues of 15% from fiscal 2022 to fiscal 2023.
We utilize many financial, operational, and other metrics to evaluate our financial condition and financial performance. Below we highlight the metrics for
fiscal 2023 that we feel are most important in these evaluations, with comparisons to fiscal 2022:
•
•
Consolidated revenue was $445 million, an increase of 15%.
Consolidated gross profit was $252 million, an increase of 17%.
• Gross profit margin was 56.7% versus 55.7%.
• Net income was $25 million, compared to $19 million, an increase of 28%.
• Diluted earnings per share was $0.67, compared to $0.54, an increase of 24%.
• Adjusted net income was $74 million, or $1.99 per diluted share, compared to $60 million, or $1.66 per diluted share, an increase of 20%.
• Adjusted EBITDA was $97 million, or 21.7% of revenue, compared to $79 million or 20.5% of revenue.
• ARR was over $106 million at the end of the fiscal year, an increase of 12%.
Key trends regarding our existing business
There are a number of circumstances globally that we are monitoring for potential impacts on our business. While the Covid-19 pandemic has ceased
disrupting daily life, new variants of the virus continue to emerge. If any of these are considered dangerous, governments may react with a return to more
restrictive policies. Global economic conditions and political tensions also have the ability to cause business disruptions. For instance, because of the war in
Ukraine sanctions remain imposed on trade with Russia and Belarus which has the potential to disrupt the supply of raw materials needed to make
components. Political tensions between China and western governments have become more heightened which could lead to similar disruptions. And the
ongoing war in the Middle East could have a range of negative impacts for the global economy such as increases in the price of oil which could impact
transportation costs. Central banks globally have increased interest rates significantly in an effort to combat inflation which has heightened concerns of
recession in many regions of the world. These situations could all lead to potential adverse impacts on a wide range of businesses and could disrupt supply
chains and impact the businesses of our vendors and customers in ways that could impact our sales.
With respect to supply chain, conditions did improve during fiscal 2023, but we still experience shortages of some important components. These supply
chain shortages have led to component purchases at levels that were higher than historical trends to assure we could meet customer demand which drove
higher levels of inventory. We increased our inventory write downs in the fourth fiscal quarter of 2023. We expect the supply chain to continue to normalize
in fiscal 2024 as we work through elevated inventory levels.
In addition, to the above macro conditions, we believe the following trends will continue to impact our business in fiscal 2024 and beyond:
• We believe the market for Industrial IoT products and services is in the midst of a long-term expansion across a broad range of industries and
solutions.
• As recurring revenue from subscription and cloud monitoring services becomes a greater portion of our overall revenue, delivering at higher gross
margins rates than one-time revenue, we expect gross margin rates to expand.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CONSOLIDATED RESULTS OF OPERATIONS
The following table sets forth selected information derived from our consolidated statements of operations, expressed as a percentage of revenue and as a
percentage of change from year-to-year for the years indicated:
Year ended September 30,
2023
2022
% Increase (decrease)
2023 compared to 2022
Revenue
Cost of sales
Gross profit
Operating expenses
Operating income
Other expense, net
Income before income taxes
Income tax benefit
Net income
REVENUE BY SEGMENT
($ in thousands)
Revenue
IoT Products & Services
IoT Solutions
Total revenue
IoT Products & Services
100.0
43.3
56.7
45.4
11.3
(5.7)
5.6
—
5.6 %
100.0
44.3
55.7
45.9
9.8
(5.0)
4.8
(0.2)
5.0 %
—
(1.0)
1.0
(0.5)
1.5
(0.7)
0.8
0.2
0.6
Year ended September 30,
2023
2022
% Increase
(decrease)
$
$
345,680
99,169
444,849
77.7 % $
22.3
100.0 % $
297,645
90,580
388,225
76.7 %
23.3
100.0 %
16.1
9.5
14.6
IoT Products & Services revenue increased 16.1% for fiscal 2023, as compared to fiscal 2022. This primarily was the result of growth in the volume of
sales in our OEM and Infrastructure Management product lines.
IoT Solutions
IoT Solutions revenue increased 9.5% for fiscal 2023, as compared to fiscal 2022. This was the result of growth in the volume of sales in both our
SmartSense by Digi and Ventus offerings, as well as 2022 results excluding the results of Ventus prior to our November acquisition.
ARR
ARR was $106 million as of September 30, 2023, compared to $95 million as of September 30, 2022. IoT Products & Services ARR was $22 million as of
September 30, 2023, compared to $15 million as of September 30, 2022. IoT Solutions ARR was $84 million as of September 30, 2023, compared to $80
million as of September 30, 2022. These increases in ARR in both business segments were driven by the expansion of business with existing customers
who purchase on a subscription basis as well as sales to new customers. While it is possible to experience a loss of subscription based customer business
due to contraction of a customer’s business or through competition, in general we believe if we provide a high level of service to our subscription based
customers our level of ARR will continue to increase over time.
23
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
COST OF GOODS SOLD AND GROSS PROFIT BY SEGMENT
Below are our segments' cost of goods sold and gross profit as a percentage of their respective total revenue:
($ in thousands)
Cost of Goods Sold
IoT Products & Services
IoT Solutions
Total cost of goods sold
($ in thousands)
Gross Profit
IoT Products & Services
IoT Solutions
Total gross profit
IoT Product & Services
Year ended September 30,
2023
2022
Basis point
increase
(decrease)
157,722
34,924
192,646
45.6 % $
35.2 %
43.3 % $
137,528
34,411
171,939
46.2 %
38.0 %
44.3 %
(60)
(280)
(100)
Year ended September 30,
2023
2022
Basis point
increase
(decrease)
187,958
64,245
252,203
54.4 % $
64.8 %
56.7 % $
160,117
56,169
216,286
53.8 %
62.0 %
55.7 %
60
280
100
$
$
$
$
IoT Products & Services gross profit margin increased 60 basis points for fiscal 2023 as compared to the prior fiscal year. This increase was primarily the
result of a reduction in the price of component purchases due to eased inflationary pressures partially offset by write-downs of inventory.
IoT Solutions
The IoT Solutions gross profit margin increased 280 basis points for fiscal 2023 as compared to the prior fiscal year. This increase was primarily the result
of growth in higher margin ARR subscription revenues.
OPERATING EXPENSES
Below are our operating expenses and operating expenses as a percentage of total revenue:
($ in thousands)
Operating expenses:
Sales and marketing
Research and development
General and administrative
Change in fair value of contingent consideration
Total operating expenses
Year ended September 30,
2023
2022
$ increase
(decrease)
% Increase
(decrease)
$
81,681
58,648
61,779
—
$ 202,108
18.3 % $
13.2
13.9
—
70,366
55,098
58,802
(6,200)
45.4 % $ 178,066
18.1 % $
14.2
15.2
(1.6)
45.9 % $
11,315
3,550
2,977
6,200
24,042
16.1 %
6.4
5.1
N/M
13.5 %
The $24.0 million increase in operating expenses in fiscal 2023 from fiscal 2022 primarily was the result of no fair value changes of contingent
consideration in 2023 compared to a $6.2 million gain in 2022, incremental investments in Opengear and SmartSense by Digi, an increase in stock-based
compensation expense and an increase in costs associated with ongoing litigation.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OTHER EXPENSE, NET
($ in thousands)
Other expense, net:
Interest expense, net
Other expense, net
Total other expense, net
Year ended September 30,
2023
2022
$ increase
(decrease)
% Increase
(decrease)
$
$
(25,236)
59
(25,177)
(5.7)% $
—
(5.7)% $
(19,690)
98
(19,592)
(5.1)% $
—
(5.1)% $
(5,546)
(39)
(5,585)
28.2 %
(39.8)
28.5 %
The $5.6 million increase in other expense in fiscal 2023 from fiscal 2022 primarily was the result of an increase in our interest expense due to an increase
in our effective interest rate (see Note 7 to the condensed consolidated financial statements).
INCOME TAXES
Our effective income tax benefit rates were 0.6%, (4.1)% and (15.2)% for fiscal 2023, 2022 and 2021, respectively. Our effective tax rate will vary based
on a variety of factors. These include our overall profitability, the geographical mix of income before taxes and related statutory tax rate in each
jurisdiction, and discrete events, such as settlement of audits (see Note 12 to our consolidated financial statements).
KEY BUSINESS METRICS
Annualized Recurring Revenue, or ARR, represents the annualized monthly value of all billable subscription contracts, measured at the end of any fiscal
period. Subscriptions primarily include contracts for term-based equipment usage, the delivery of data insights, extended warranty coverage or customer
service coverage. ARR excludes one-time items such as non-bundled hardware sales, professional services and wireless design services. Contracts with
known, future expiration dates are included in ARR through their expiration date as long as collection is deemed likely. ARR should be viewed
independently of revenue and deferred revenue and is not intended to replace or forecast either item. Digi management uses ARR to manage and assess the
growth of our subscription revenue business. Because ARR does not have a consistent definition, it is unlikely to be compared to the similarly titled
measurements of other companies. We believe ARR is an indicator of the scale of our subscription revenue business and is less subject to seasonality and
contract term changes than other metrics.
25
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NON-GAAP FINANCIAL INFORMATION
This report includes adjusted net income, adjusted net income per diluted share and adjusted earnings before interest, taxes and amortization ("Adjusted
EBITDA"), each of which is a non-GAAP financial measure.
Non-GAAP measures are not substitutes for GAAP measures for the purpose of analyzing financial performance. The disclosure of these measures does
not reflect all charges and gains that actually were recognized by Digi. These non-GAAP measures are not in accordance with, or, an alternative for
measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies or presented by us in prior reports.
In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. We believe that non-GAAP measures
have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. We believe
these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Additionally, Adjusted
EBITDA does not reflect our cash expenditures, the cash requirements for the replacement of depreciated and amortized assets, or changes in or cash
requirements for our working capital needs.
We believe that providing historical and adjusted net income and adjusted net income per diluted share, respectively, exclusive of such items as reversals of
tax reserves, discrete tax benefits, restructuring charges and reversals, intangible amortization, stock-based compensation expense, other non-operating
income/expense, adjustments to estimates of contingent consideration, acquisition-related expenses and interest expense related to acquisition permits
investors to compare results with prior periods that did not include these items. Management uses the aforementioned non-GAAP measures to monitor and
evaluate ongoing operating results and trends and to gain an understanding of our comparative operating performance. In addition, certain of our
stockholders have expressed an interest in seeing financial performance measures exclusive of the impact of these matters, which while important, are not
central to the core operations of our business. Management believes that Adjusted EBITDA, defined as EBITDA adjusted for stock-based compensation
expense, acquisition-related expenses, restructuring charges and reversals and changes in fair value of contingent consideration is useful to investors to
evaluate our core operating results and financial performance because it excludes items that are significant non-cash or non-recurring expenses reflected in
the consolidated statements of operations. We believe that the presentation of Adjusted EBITDA as a percentage of revenue is useful because it provides a
reliable and consistent approach to measuring our performance from year to year and in assessing our performance against that of other companies. We
believe this information helps compare operating results and corporate performance exclusive of the impact of our capital structure and the method by
which assets were acquired.
Below are reconciliations from GAAP to Non-GAAP information that we feel is important to our business:
Reconciliation of Net Income to Adjusted EBITDA
(In thousands)
Total revenue
Net income
Interest expense, net
Income tax (benefit)
Depreciation and amortization
Stock-based compensation expense
Changes in fair value of contingent consideration
Restructuring charge
Acquisition and integration expense
Adjusted EBITDA
Year ended September 30,
2023
% of total
revenue
2022
% of total
revenue
$
444,849
100.0 % $
388,225
100.0 %
24,770
25,236
148
31,979
13,286
—
141
940
96,500
$
5.6 % $
21.7 % $
19,383
19,690
(755)
33,839
8,578
(6,200)
275
4,605
79,415
5.0 %
20.5 %
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reconciliation of Net Income and Net Income per Diluted Share to
Adjusted Net Income and Adjusted Net Income per Diluted Share
(In thousands, except per share amounts)
Net income and net income per diluted share
Amortization
Stock-based compensation expense
Other non-operating expense
Acquisition and integration expense
Changes in fair value of contingent consideration
Restructuring charge
Interest expense, net
Tax effect from above net income adjustments
(1)
Discrete tax benefits
Adjusted net income and adjusted net income per diluted share
(3)
(2)
Diluted weighted average common shares
Year ended September 30,
2023
24,770 $
25,226
13,286
(59)
940
—
141
25,236
(18,488)
2,490
73,542 $
$
2022
19,383 $
27,195
8,578
(98)
4,605
(6,200)
275
19,690
(9,901)
(3,933)
59,594 $
0.67 $
0.68
0.36
—
0.03
—
—
0.68
(0.50)
0.07
1.99 $
36,869
0.54
0.76
0.24
—
0.13
(0.17)
0.01
0.54
(0.28)
(0.11)
1.66
35,995
(1) The tax effect from the above adjustments assumes an estimated effective tax rate of 18.0% for fiscal 2023 and 2022 based on adjusted net income.
(2) For the twelve months ended September 30, 2023 and September 30, 2022, discrete tax benefits include excess tax benefits recognized on stock
compensation and expiring statute of limitations.
(3) Adjusted net income per diluted share may not add due to the use of rounded numbers.
LIQUIDITY AND CAPITAL RESOURCES
Historically we have financed our operations and capital expenditures principally with funds generated from operations. In fiscal 2021 we issued an equity
offering and in fiscal 2022 we issued debt to fund our acquisition of Ventus. Our liquidity requirements arise from our working capital needs, and to a lesser
extent, our need to fund capital expenditures to support our current operations and facilitate growth and expansion.
During the second quarter of fiscal 2021 we sold 4,025,000 shares of our common stock and received net proceeds of $73.8 million (see Note 13 to our
consolidated financial statements).
Our outstanding debt as of September 30, 2023 was issued under a third amended and restated credit agreement Digi entered with BMO on December 22,
2021. Digi refinanced the Term Loan Facility and Revolving Loan Facility under its existing credit agreement entered into on November 1, 2021, but did
not receive any additional proceeds from nor modify the amounts of any facilities or subfacilities contained within that credit agreement. The credit
agreement consists of a $350 million term loan B secured loan and a $35 million revolving credit facility. The $35 million revolving credit facility, which
presently has no outstanding balance, includes a $10 million letter of credit subfacility and $10 million swingline subfacility. As of September 30, 2023,
$35.0 million remained available under the Revolving Loan, which included $10 million available for a letter of credit subfacility and $10 million available
under a swingline subfacility, the outstanding amounts of which decrease the available commitment. For additional information regarding the terms of our
Credit Facility (see Note 7 to our consolidated financial statements).
We expect positive cash flows from operations. We believe that our current cash and cash equivalents balances, cash generated from operations and our
ability to borrow under our credit facility will be sufficient to fund our business operations and capital expenditures for the next twelve months and beyond.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As follows, our consolidated statements of cash flows for the years ended September 30, 2023 and 2022 is summarized:
($ in thousands)
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash and cash equivalents
Net decrease in cash and cash equivalents
Cash flows from operating activities decreased $1.0 million primarily as a result of:
Year ended September 30,
2022
2023
36,751 $
(4,345)
(34,500)
(1,113)
(3,207) $
37,740
(349,528)
192,782
1,474
(117,532)
$
$
•
•
•
an increase in net operating assets and liabilities (net of acquisitions) during fiscal 2023 of $19.1 million, compared to $18.4 million in fiscal 2022,
a decrease in amortization expense, and
increases in deferred income tax benefits (provisions) and provisions for bad debt.
These decreases were partially offset by:
•
•
no changes in the fair value of contingent consideration in fiscal 2023 compared to a decrease of $6.2 million in fiscal 2022, and
increases in stock compensation expense and net income.
Cash flows used in investing activities decreased $345.2 million primarily as a result of:
•
no acquisitions occurring in fiscal 2023 compared to $347.5 million used for acquisitions in fiscal 2022, primarily related to our November 2021
acquisition of Ventus (see Note 2 to the consolidated financial statements).
This increase was partially offset by:
•
an increase in purchases of property, equipment, improvements and certain other intangible assets.
Cash flows from financing activities decreased $227.3 million primarily as a result of:
•
•
no proceeds from loans in fiscal 2023 compared to $350.0 million in proceeds from the Term Loan issued in November 2021 in fiscal 2022, and
a reduction in proceeds from stock plan transactions.
This decrease was partially offset by:
•
•
•
•
payments on debt of $36.4 million in fiscal 2023 compared to $148.1 million in fiscal 2022,
no payments of debt issuance costs in fiscal 2023 compared to $13.4 million in fiscal 2022,
an increase in ESPP proceeds, and
a decrease in taxes paid for net share settlements.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CONTRACTUAL OBLIGATIONS
The following summarizes our contractual obligations at September 30, 2023:
($ in thousands)
Operating leases
Revolving loan
Interest on long-term debt
Total
Total
20,276 $
213,625
90,492
324,393 $
$
$
Payments due by fiscal period
Less than 1
year
1-3 years
3-5 years
Thereafter
3,999 $
17,500
21,978
43,477 $
6,634 $
35,000
37,442
79,076 $
3,938 $
35,000
29,977
68,915 $
5,705
126,125
1,095
132,925
The operating lease agreements included above primarily relate to office space. The table above does not include our possible payments for uncertain tax
positions. Our reserve for uncertain tax positions, including accrued interest and penalties, was $3.2 million as of September 30, 2023. Due to the nature of
the underlying liabilities and the extended time often needed to resolve income tax uncertainties, we cannot make reliable estimates of the amount or timing
of future cash payments that may be required to settle these liabilities. The above table also does not include those obligations for royalties under license
agreements as these royalties are calculated based on future sales of licensed products and we cannot make reliable estimates of the amount of cash
payments.
FOREIGN CURRENCY
We are not exposed to a significant amount of foreign currency transaction risk associated with sales transactions as the majority of our sales are
denominated in U.S. Dollars. We are exposed to foreign currency translation risk as the financial position and operating results of our foreign subsidiaries
are translated into U.S. Dollars for consolidation. We manage our net asset or net liability position for non-functional currency accounts, primarily the U.S.
Dollar accounts in our foreign locations to reduce our foreign currency risk. We have not implemented a formal hedging strategy.
During 2023, 2022 and 2021, we had approximately $121.1 million, $85.8 million and $80.7 million, respectively, of revenue related to foreign customers
including export sales, of which $0.8 million were denominated in foreign currencies, predominantly the Canadian Dollar. In future periods, we continue to
expect that the majority of our sales will be in U.S. Dollar.
CRITICAL ACCOUNTING ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, the disclosure of
contingent assets and liabilities and the values of purchased assets and assumed liabilities in acquisitions. We base our estimates on historical experience
and various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
We believe the following critical accounting policies impact our more significant judgments and estimates used in the preparation of our consolidated
financial statements.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
REVENUE RECOGNITION
We recognize hardware product revenue upon transfer of control of goods or services to customers in an amount that reflects the consideration we expect to
receive in exchange for those goods or services. We determine the amount of revenue to be recognized through application of the following steps:
•
•
•
•
•
identification of the contract, or contracts with a customer;
identification of the performance obligations in the contract;
determination of the transaction price;
allocation of the transaction price to the performance obligations in the contract; and
recognition of revenue when or as we satisfy the performance obligations.
Hardware Product Revenue and SmartSense by Digi Equipment Revenue and Associated Installation Fees
Our hardware product revenue is derived primarily from the sale of wired and wireless hardware products to our distributors and direct/original equipment
manufacturer (“Direct/OEM”) customers. Product revenue generally is recognized upon shipment of the product to a customer. Sales to authorized
domestic distributors and Direct/OEM customers typically are made with certain rights of return and price adjustment provisions. Estimated reserves for
future credit returns and pricing adjustments are established based on an analysis of historical patterns of credit returns and price adjustments compared to
received credit returns and distribution sales for the current period. Estimated reserves for future credit returns and price adjustments are charged against
revenue in the same period as the corresponding sales are recorded. Estimated sales returns for our distributor stock rotation program are accounted for
under the guidance of ASC 845 Nonmonetary Transactions. Material differences between the historical trends used to determine estimated reserves and
actual credit returns and pricing adjustments could result in a material change to our consolidated results of operations or financial position.
Equipment revenue from SmartSense by Digi within our IoT Solutions segment is recognized upon shipment of the equipment to a customer. Installation
service charges from these sales are recorded when the product is installed.
Subscription and Support Services Revenue
Our SmartSense by Digi and Ventus subscription revenue is based on contracts with at least an annual term and is recorded on a monthly basis. These
subscriptions are generally in a range from one to five years, and may contain an evergreen renewal provision. Generally, our subscription renewal charges
per month are the same as the original contract term.
®
We also derive service revenue from our Digi Remote Manager, a platform-as-a-service (“PaaS”) offering, whereby customers pay for services consumed
based on the number of devices being managed or monitored. This revenue is recognized over the life of the service term and is included in our IoT
Products & Services segment.
Digi Support Services revenues are recognized over the life of the support contract and included in our IoT Products & Services segment. Some of Digi
Support Services revenue is one-time in nature for training and this revenue is recognized as the services are performed.
Professional Services Revenue
Professional services revenue is derived from our Digi Wireless Design Services contracts on either on a time-and-materials or a fixed-fee basis. These
revenues are one-time in nature, are included in our IoT Products & Services segment and are recognized as the services are performed for time-and-
materials contracts or as invoiced for fixed-fee contracts.
Contracts with Multiple Performance Obligations
From time to time we have contracts from customers with multiple performance obligations. Our hardware products may be combined with our Digi
Remote Manager PaaS offering as well as other support services in an individual contract. Our SmartSense by Digi revenues typically are derived from
contracts with multiple performance obligations. These obligations may include: delivery of monitoring equipment that the customer purchases out-right,
monitoring services, providing condition alerts of assets being monitored, and recertification of sensor equipment. When we retain ownership of the
equipment, we charge an implementation fee to the customer so they can begin using the equipment. In these instances, all revenue derived from the above
obligations is recognized over the subscription term of the contract. If the customer purchases the equipment out-right, that portion of the revenue is
recognized at the stand-alone selling price at the time the equipment is shipped and all
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
other revenue is recognized over the subscription term of the contract. We have made an accounting policy election to exclude from the measurement of our
revenues any sales or similar taxes we collect from customers.
INVENTORIES
Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. We reduce the carrying value of
our inventories for estimated excess and obsolete inventories equal to the difference between the cost of inventory and its estimated realizable value based
upon assumptions about future product demand and market conditions. These estimates are subject to uncertainty and involve the use of historical data and
future market expectations. Once the new cost basis is established, the value is not increased with any changes in circumstances that would indicate an
increase in value after the re-measurement. If actual product demand or market conditions are less favorable than those projected by management,
additional inventory write-downs may be required that could result in a material change to our consolidated results of operations or financial position.
GOODWILL
Goodwill represents the excess of cost over the fair value of identifiable assets acquired. Goodwill is tested for impairment on an annual basis as of June
30, or more frequently if events or circumstances occur which could indicate impairment. For our quantitative goodwill impairment tests, we determine the
estimated fair value of each reporting unit and compare it to the carrying value of the reporting unit, including goodwill. If the carrying amount of a
reporting unit is higher than its estimated fair value, an impairment loss must be recognized for the excess. We have two reportable segments, our IoT
Products & Services segment and our IoT Solutions segment (see Note 4 to the consolidated financial statements). Effective with the reorganization
announcement on October 7, 2020 (see Note 10), our IoT Products & Services business is structured to include four reporting units under the IoT Products
& Services segment, each with a reporting manager: Cellular Routers, Console Servers, OEM Solutions and Infrastructure Management. Following our
acquisition of Ventus in the first fiscal quarter of 2022, IoT Solutions is comprised of two reporting units; Ventus and SmartSense by Digi. Each of our six
reporting units have been tested individually for impairment.
The fair value of each reporting unit is determined using a weighted combination of an income and market approach. A discounted cash flow (“DCF”)
method is utilized for the income approach. In developing the DCF analysis, our assumptions about future revenues, expenses, capital expenditures, and
changes in working capital are based on management’s projections, and assume a terminal growth rate thereafter. A separate discount rate is determined for
each reporting unit and these cash flows are then discounted to determine the fair value of the reporting unit. The market approach determines a value
derived from the guideline company method. This market approach method estimates the price reasonably expected to be realized from the sale of the
reporting unit based on comparable companies.
Assumptions and estimates to determine fair values under the income and market approaches are complex and often subjective. They can be affected by a
variety of factors. These include external factors such as industry and economic trends. They also include internal factors such as changes in our business
strategy and our internal forecasts. We believe we made a reasonable estimate with the assumptions used to calculate the fair values of our two reporting
segments. Changes in circumstances or a potential event could negatively affect the estimated fair values. We will continue to monitor potential impacts to
our assumptions, as any changes could potentially affect our cash flows and market capitalization. If our future operating results do not meet current
forecasts or if we experience a sustained decline in our market capitalization that is determined to be indicative of a reduction in fair value of one or more
of our reporting units, we may be required to record future impairment charges for goodwill.
Digi conducted an analysis as of September 30, 2023 and concluded changes in market conditions from the time of the fiscal 2023 test, conducted as of
June 30,2023, were not indicative of a reduction in fair value of any of our reporting units.
Results of our Fiscal 2023 Annual Impairment Test
As of June 30, 2023, we had a total of $32.7 million of goodwill for the Cellular Routers reporting unit, $57.1 million of goodwill for the Console Servers
reporting unit, $64.6 million of goodwill for the OEM Solutions reporting unit, $20.4 million of goodwill for the Infrastructure Management reporting unit,
$48.9 million of goodwill for the SmartSense by Digi reporting unit and $118.6 million of goodwill for the Ventus reporting unit. At June 30, 2023, the fair
value of goodwill exceeded the carrying value for all six reporting units and no impairment was recorded.
31
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
We may be exposed to interest rate risk should we decide to invest in marketable securities. When we held marketable securities, we classified them as
available-for-sale and they were carried at fair value. Our investments historically consisted of money market funds, certificates of deposit, commercial
paper, corporate bonds and government municipal bonds. Our investment policy specifies the types of eligible investments and minimum credit quality of
our investments, as well as diversification and concentration limits which mitigate our risk. We do not use derivative financial instruments to hedge against
interest rate risk because the majority of our investments mature in less than one year.
We are exposed to market risks related to fluctuations in interest rates on amounts borrowed under the Credit Facility. As of September 30, 2023, we
had $213.6 million outstanding under our Term Loan and $0.0 million outstanding under our Revolving Loan. Following an amendment in December
2021, borrowings under the Term Loan Facility bore interest at a rate based on LIBOR until the discontinuation of LIBOR on June 30, 2023. Following this
date, borrowings under the Term Loan Facility are subject to a rate based on the Secured Overnight Financing Rate ("SOFR") with a credit spread
adjustment to adjust for the change in reference rate ranging from 0.10% to 0.40%, depending on Digi's interest election. Borrowings under the Term Loan
Facility are subject to a rate based on SOFR, with a floor of 0.50% for an interest period of one, three or six months as selected by Digi, reset at the end of
the selected interest period plus 5.00% or a base rate plus 4.00%. The base rate is determined by reference to the highest of BMO’s prime rate, the Federal
Funds Effective Rate plus 0.50%, or the one-month SOFR for U.S. dollars plus 1.00%. The applicable margin for loans under the Revolving Credit Facility
is in a range of 4.00% to 3.75% for SOFR loans and 3.00% to 2.75% for base rate loans, depending on Digi’s consolidated leverage ratio. Based on the
balance sheet position for both the Term Loan and Revolving Loan at September 30, 2023, the annualized effect of a 25 basis point change in interest rates
would increase or decrease our interest expense by $0.5 million. For additional information, see Note 7 to our consolidated financial statements. For our
Credit Facility, interest rate changes generally do not affect the fair value of the debt instruments, but do impact future earnings and cash flows, assuming
other factors are held constant. If interest rates remain elevated, we will continue to see interest expenses that are higher than historical amounts.
FOREIGN CURRENCY RISK
We are exposed to foreign currency transaction risk associated with certain sales being denominated in Canadian Dollars and in certain cases, transactions
in U.S. Dollars in our foreign entities. We are also exposed to foreign currency translation risk as the financial position and operating results of our foreign
subsidiaries are translated into U.S. Dollars for consolidation. We manage our net asset or net liability position for non-functional currency accounts,
primarily the U.S. dollar accounts in our foreign locations to reduce our foreign currency risk. In addition, as foreign currency rates fluctuate, we may from
time to time, adjust the prices of our products, services and subscriptions. We have not implemented a formal hedging strategy.
The table below compares the average monthly exchange rates of the Euro, British Pound Canadian Dollar and Australian Dollar:
Euro
British Pound
Canadian Dollar
Australian Dollar
Fiscal year ended
September 30,
2023
2022
% increase
(decrease)
1.0679
1.2183
0.7380
0.6423
1.1057
1.1377
0.7768
0.7105
(3.4)%
7.1 %
(5.0)%
(9.6)%
A 10.0% change from the 2023 average exchange rate for the Euro, British Pound, Canadian Dollar and Australian Dollar to the U.S. Dollar would have
resulted in an immaterial increase or decrease in fiscal 2023 annual revenue and a 1.0% increase or decrease in stockholders' equity at September 30, 2023.
The above analysis does not take into consideration any pricing adjustments we may make in response to changes in the exchange rates.
CREDIT RISK
We have some exposure to credit risk related to our accounts receivable portfolio. Exposure to credit risk is controlled through regular monitoring of
customer financial status, credit limits and collaboration with sales management on customer contacts to facilitate payment.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm (PCAOB ID 34)
Report of Independent Registered Public Accounting Firm (PCAOB ID 248)
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders' Equity
Notes to the Consolidated Financial Statements
33
Page
34
36
37
38
39
40
41
42
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Digi International Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Digi International Inc. and subsidiaries (the "Company") as of September 30, 2023, the
related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for the year ended September 30, 2023, and the
related notes and the schedule listed in the Table of Contents at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of its operations and its
cash flows for the year ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's
internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 22, 2023, expressed an unqualified opinion
on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the 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 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
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the 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.
Goodwill — Cellular Routers, Smart Sense, and Ventus Reporting Units — Refer to Notes 1 and 3 to the financial statements
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company
used a combination of the income approach and market approach to estimate fair value, which requires management to make significant estimates and
assumptions, specifically related to the determination of discount rates and forecasts of future gross margins and earnings before income taxes,
depreciation, and amortization (“EBITDA”) margins used in the income approach. Changes in these assumptions could have a significant impact on the fair
value. The goodwill balance was $342.3 million as of June 30, 2023, of which $32.7 million, $48.9 million, and $118.6 million was allocated to the
Cellular Routers, Smart Sense, and Ventus reporting units, respectively.
We identified goodwill for the Cellular Routers, Smart Sense, and Ventus reporting units as a critical audit matter because of the significant judgments
made by management to estimate the fair value of these reporting units, specifically related to the determination of discount rates and forecasts of future
gross margins and EBITDA margins. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our
fair value specialists, when performing
34
Table of Contents
audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to selection of the discount rates and future
assumptions of gross margins and EBITDA margins.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the discount rates and forecasts of future gross margins and EBITDA margins used by management to estimate the fair
value of the Cellular Routers, Smart Sense and Ventus reporting units included the following, among others:
• We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair
value of the Cellular Routers, Smart Sense, and Ventus reporting units, such as controls related to management’s selection of the discount rates and
forecasts of future gross margins and EBITDA margins.
• We evaluated management’s ability to accurately forecast future gross margins and EBITDA margins by comparing actual results to
management’s historical forecasts.
• We evaluated the reasonableness of management’s gross margin and EBITDA margin forecasts by comparing the forecasts to:
◦ Historical gross margins and EBITDA margins.
◦
Forecasted information included in Company press releases as well as in industry reports for the Company and certain of its peer
companies.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rates by:
◦
Testing the source information underlying the determination of the discount rates and the mathematical accuracy of the calculations.
◦ Developing a range of independent estimates and comparing those to the discount rates selected by management.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
November 22, 2023
We have served as the Company’s auditor since 2022.
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Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Digi International Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Digi International Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of
September 30, 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the two
years in the period ended September 30, 2022, and the related notes and consolidated financial statement schedule included under Item 15(a) (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of September 30, 2022, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2022, in
conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the 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 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
financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ GRANT THORNTON LLP
We served as the Company’s auditor from 2016 to 2022.
Cincinnati, Ohio
November 23, 2022
36
Table of Contents
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
DIGI INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue:
Product
Service
Total revenue
Cost of sales:
Cost of product
Cost of service
Amortization
Total cost of sales
Gross profit
Operating expenses:
Sales and marketing
Research and development
General and administrative
Change in fair value of contingent consideration
Total operating expenses
Operating income
Other expense, net:
Interest expense, net
Other income (expense), net
Total other expense, net
Income before income taxes
Income tax expense (benefit)
Net income
Net income per common share:
Basic
Diluted net income per common share:
Diluted
Weighted average common shares:
Basic
Diluted
The accompanying notes are an integral part of the consolidated financial statements.
37
Year ended September 30,
2023
2021
2022
(in thousands, except per common share data)
331,162 $
113,687
444,849
290,170 $
98,055
388,225
161,451
27,233
3,962
192,646
252,203
81,681
58,648
61,779
—
202,108
50,095
(25,236)
59
(25,177)
24,918
148
24,770 $
140,615
26,027
5,297
171,939
216,286
70,366
55,098
58,802
(6,200)
178,066
38,220
(19,690)
98
(19,592)
18,628
(755)
19,383 $
0.69 $
0.67 $
0.55 $
0.54 $
35,820
36,869
35,031
35,995
265,805
42,827
308,632
124,065
13,412
4,498
141,975
166,657
61,909
46,623
41,825
5,772
156,129
10,528
(1,385)
(144)
(1,529)
8,999
(1,367)
10,366
0.32
0.31
32,111
33,394
$
$
$
$
Table of Contents
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
DIGI INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
2023
Year ended September 30,
2022
(in thousands)
2021
24,770 $
19,383 $
10,366
(957)
(957)
23,813 $
(3,308)
(3,308)
16,075 $
1,071
1,071
11,437
$
$
Net income
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment
Other comprehensive (loss) income, net of tax
Comprehensive income
The accompanying notes are an integral part of the consolidated financial statements.
38
Table of Contents
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
DIGI INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventories
Deferred tax assets
Other current assets
Total current assets
Property, equipment and improvements, net
Identifiable intangible assets, net
Goodwill
Deferred tax assets
Operating lease right-of-use assets
Other non-current assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt
Accounts payable
Income taxes payable
Accrued compensation
Unearned revenue
Current portion of operating lease liabilities
Other current liabilities
Total current liabilities
Income taxes payable
Deferred tax liabilities
Long-term debt
Operating lease liabilities
Other non-current liabilities
Total liabilities
Commitments and Contingencies (see Note 16)
Stockholders’ equity:
Preferred stock, $.01 par value; 2,000,000 shares authorized; none issued and outstanding
Common stock, $.01 par value; 60,000,000 shares authorized; 42,501,150 and 41,950,732 shares issued
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury stock, at cost, 6,436,204 and 6,412,812 shares
Total stockholders’ equity
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of the consolidated financial statements.
39
As of September 30,
2023
2022
(in thousands, except share data)
$
$
$
$
31,693 $
55,997
74,396
—
4,112
166,198
29,108
277,084
341,593
4,884
12,876
3,788
835,531 $
15,523 $
17,148
1,116
16,427
25,274
3,352
7,138
85,978
2,308
1,812
188,051
13,989
2,905
295,043
—
425
403,735
224,845
(27,011)
(61,506)
540,488
835,531 $
34,900
50,450
73,223
3,764
3,871
166,208
27,594
302,064
340,477
—
15,299
2,253
853,895
15,523
32,373
96
14,576
19,803
3,196
10,940
96,507
2,441
9,666
222,448
16,978
4,342
352,382
—
420
385,244
200,075
(26,054)
(58,172)
501,513
853,895
Table of Contents
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
DIGI INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, equipment and improvements
Amortization
Stock-based compensation expense
Deferred income tax provision
Change in fair value of contingent consideration
(Reversal) provision for bad debt and product return
Other, net
Changes in operating assets and liabilities (net of acquisitions):
Accounts receivable
Inventories
Other assets
Income taxes
Accounts payable
Accrued expenses
Net cash provided by operating activities
Investing activities:
Acquisition of businesses, net of cash acquired
Purchase of property, equipment, improvements and certain other intangible assets
Net cash used in investing activities
Financing activities:
Proceeds from long-term debt
Payments of debt issuance costs
Payments on long-term debt
Payments for contingent consideration
Proceeds from issuances of stock, net of offering expenses
Proceeds from stock option plan transactions
Proceeds from employee stock purchase plan transactions
Taxes paid for net share settlement of share-based payment awards
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosures of cash flow information:
Interest paid
Income taxes paid, net
Supplemental schedule of non-cash investing and financing activities:
Accrual for property, equipment, improvements and certain other intangibles assets
Tenant improvement allowance
Transfer of inventory to property, equipment and improvements
Liability related to acquisition of business
Term debt refinanced as credit facility
The accompanying notes are an integral part of the consolidated financial statements.
2023
Year ended September 30,
2022
(in thousands)
2021
$
24,770 $
19,383 $
10,366
6,753
27,203
13,286
(12,739)
—
(2,633)
(806)
(2,925)
(5,062)
(1,214)
4,088
(15,503)
1,533
36,751
—
(4,345)
(4,345)
—
—
(36,375)
—
—
3,926
2,263
(4,314)
(34,500)
(1,113)
(3,207)
34,900
31,693 $
26,351 $
8,693 $
(277) $
— $
(3,889) $
— $
— $
6,644
30,928
8,578
(3,387)
(6,200)
427
(188)
(541)
(34,468)
(545)
(1,305)
7,281
11,133
37,740
(347,554)
(1,974)
(349,528)
350,000
(13,443)
(148,118)
—
—
9,505
1,500
(6,662)
192,782
1,474
(117,532)
152,432
34,900 $
14,209 $
4,333 $
(191) $
— $
(6,237) $
— $
— $
4,343
16,534
8,135
(4,598)
5,772
2,290
131
11,467
5,879
(1,657)
165
(5,578)
4,474
57,723
(19,108)
(2,257)
(21,365)
617
—
(15,624)
(4,200)
73,830
8,525
1,214
(2,120)
62,242
(297)
98,303
54,129
152,432
917
3,684
(98)
(1,000)
(1,838)
(6,200)
50,000
$
$
$
$
$
$
$
$
40
Table of Contents
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
DIGI INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For fiscal years ended September 30, 2022, 2021 and 2020
(in thousands)
Common Stock
Treasury Stock
Par Value
Shares
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Total
Stockholders’
Equity
Balance on September 30, 2020
Net income
Other comprehensive income
Issuance of common stock, net of transaction
expenses
Other
Employee stock purchase issuances
Taxes paid for net share settlement of share-
based payment awards
Issuance of stock under stock award plans
Stock-based compensation expense
Balance on September 30, 2021
Net income
Other comprehensive loss
Employee stock purchase issuances
Taxes paid for net share settlement of share-
based payment awards
Issuance of stock under stock award plans
Stock-based compensation expense
Balances, September 30, 2022
Net income
Other comprehensive loss
Employee stock purchase issuances
Taxes paid for net share settlement of share-
based payment awards
Issuance of stock upon under stock award plans
Stock-based compensation expense
Balances, September 30, 2023
Shares
35,513 $
—
—
4,025
—
—
—
1,115
—
40,653
—
—
—
—
1,297
—
41,950
—
—
—
—
551
—
42,501 $
6,353 $
—
—
—
—
(79)
117
—
—
6,391
—
—
(80)
102
—
—
6,413
—
—
(83)
Value
(55,109) $
—
—
—
—
694
(2,120)
—
—
(56,535)
—
—
726
(2,363)
—
—
(58,172)
—
—
787
279,741 $
—
—
170,330 $
10,366
—
(23,817) $
—
1,071
73,790
—
520
—
8,513
8,135
370,699
—
—
774
(4,299)
9,492
8,578
385,244
—
—
1,476
—
(4)
—
—
—
—
180,692
19,383
—
—
—
—
—
200,075
24,770
—
—
—
—
—
—
—
—
(22,746)
—
(3,308)
—
—
—
—
(26,054)
—
(957)
—
106
—
—
6,436 $
(4,121)
—
—
(61,506) $
(193)
3,922
13,286
403,735 $
—
—
—
224,845 $
—
—
—
(27,011) $
355
—
—
40
—
—
—
12
—
407
—
—
—
—
13
—
420
—
—
—
—
5
—
425
371,500
10,366
1,071
73,830
(4)
1,214
(2,120)
8,525
8,135
472,517
19,383
(3,308)
1,500
(6,662)
9,505
8,578
501,513
24,770
(957)
2,263
(4,314)
3,927
13,286
540,488
The accompanying notes are an integral part of the consolidated financial statements.
41
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Description
We are a leading global provider of business and mission-critical IoT connectivity products, services and solutions. We help our customers create next-
generation connected products to deploy, monitor and manage critical communications infrastructures and compliance standards in demanding
environments with high levels of security and reliability. We have two reportable segments: (i) IoT Products & Services; and (ii) IoT Solutions.
Principles of Consolidation
The consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany accounts and transactions
have been eliminated in consolidation. Certain reclassifications have been made to the prior year's consolidated financial statements to conform to the
current year presentation.
Accounting Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ
significantly from those estimates.
Cash and Cash Equivalents
Cash equivalents consist of money market accounts and other highly liquid investments purchased with an original maturity of three months or less. The
carrying amounts approximate fair value due to the short maturities of these investments. We maintain our cash and cash equivalents in bank accounts
which may exceed federally insured limits at times. We have not experienced any losses in these accounts.
Accounts Receivable
Accounts receivable are stated at the amount we expect to collect. This amount is net of an allowance for credit losses for estimated losses resulting from
the inability of our customers to make required payments and a reserve for future credit returns and pricing adjustments. The following factors are
considered when determining the collectability of specific customer accounts: customer creditworthiness, past transaction history with the customer, and
changes in customer payment terms or practices. In addition, overall historical collection experience, current economic industry trends, and a review of the
current status of trade accounts receivable are considered when determining the required allowance for credit losses. Based on our assessment, we provide
for estimated uncollectible amounts through a charge to earnings and a credit to our allowance for credit losses. Balances that remain outstanding after we
have used reasonable collection efforts are written off through a charge to the allowance for credit losses and a credit to accounts receivable. Estimated
reserves for future credit returns and pricing adjustments are established based on an analysis of historical patterns of credit returns and price adjustments
compared to received credit returns and distribution sales for the current period. Estimated reserves for future credit returns and price adjustments are
charged against revenue in the same period as the corresponding sales are recorded. Estimated sales returns for our distributor stock rotation program are
accounted for under the guidance of Accounting Standard Codification ("ASC") 845 Nonmonetary Transactions.
The following table presents a reconciliation of the allowance for credit losses (in thousands):
Balance at beginning of period
Additions
Uncollectible accounts charged to allowance, net of recoveries
Balance at end of period
42
Year ended September 30,
2022
2023
$
$
3,285 $
1,134
(2,726)
1,693 $
3,934
1,475
(2,124)
3,285
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Inventories
Inventories are valued at the lower of cost or net realizable value using the first-in, first-out ("FIFO") method. Appropriate consideration is given to
deterioration, obsolescence and other factors in evaluating net realizable value.
Property, Equipment and Improvements, Net
Property, equipment and improvements are carried at cost, net of accumulated depreciation. Depreciation is provided by charges to operations using the
straight-line method over the estimated asset useful lives. Furniture and fixtures, purchased software and other equipment are depreciated over a period of
three years to ten years. Building improvements and buildings are depreciated over ten years and 39 years, respectively. Leasehold improvements are
depreciated over the shorter of the lease term or the estimated useful life of the asset. Long-lived assets to be held and used, such as property, equipment
and improvements, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Expenditures for maintenance and repairs are charged to operations as incurred, while major renewals and betterments are capitalized. The assets and
related accumulated depreciation accounts are adjusted for asset retirements and disposals with the resulting gain or loss included in operations.
Identifiable Intangible Assets
Purchased proven technology, license agreements, covenants not to compete and other identifiable intangible assets are recorded at fair value when
acquired in a business acquisition, or at cost when not purchased in a business acquisition. All other identifiable intangible assets are amortized on a
straight-line basis over their estimated useful lives of three years to 20.5 years. Useful lives for identifiable intangible assets are estimated at the time of
acquisition based on the periods of time from which we expect to derive benefits from the identifiable intangible assets. Amortization of purchased and
core technology is included in cost of sales in the Consolidated Statements of Operations. Amortization of all other acquired identifiable intangible assets is
charged to operating expenses as a component of general and administrative expense.
Identifiable intangible assets are reviewed for impairment whenever events or circumstances indicate that undiscounted expected future cash flows are not
sufficient to recover the carrying value amount. Impairment losses, if any, are recorded in the period the impairment is identified. There were no
impairments identified in fiscal 2023, 2022 or 2021.
Goodwill
Goodwill represents the excess of cost over the fair value of identifiable assets acquired. Goodwill is quantitatively tested for impairment on an annual
basis as of June 30, or more frequently if events or circumstances occur which could indicate impairment.
We have two reportable segments: our IoT Products & Services segment and our IoT Solutions segment (see Note 4 to the consolidated financial
statements). Effective with the reorganization announcement on October 7, 2020 (see Note 10), our IoT Products & Services business is structured to
include four reporting units under the IoT Products & Services segment, each with a reporting manager: Cellular Routers, Console Servers, OEM Solutions
and Infrastructure Management. Following our acquisition of Ventus in the first fiscal quarter of 2022, IoT Solutions is comprised of two reporting units:
Ventus and SmartSense by Digi. We have six reporting units that have been tested individually for impairment.
Due to the reorganization on October 7, 2020 (see Note 10), we performed an interim impairment test in addition to our annual test as of June 30, 2021.
Our goodwill impairment tests as of June 30, 2023, June 30,2022, June 30, 2021 and October 7, 2020 indicated no impairment (see Note 3). During the
fourth quarter of fiscal 2023, we assessed various qualitative factors to determine whether or not an additional goodwill impairment assessment was
required as of September 30, 2023, and we concluded that no additional impairment assessment was required.
Contingent Consideration
We measure our contingent consideration liabilities recognized in connection with business combinations at fair value on a recurring basis using significant
unobservable inputs classified within Level 3 of the fair value hierarchy as defined in ASC 820 "Fair Value Measurement." We used a probability-weighted
discounted cash flow approach as a valuation technique to
43
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
determine the fair value of the contingent consideration on the acquisition date. At each subsequent reporting period, the fair value is re-measured with the
change in fair value recognized in general and administrative expense in our Consolidated Statements of Operations. Amounts, if any, paid to the seller in
excess of the amount recorded on the acquisition date will be classified as cash flows used in operating activities. Payments to the seller not exceeding the
acquisition-date fair value of the contingent consideration will be classified as cash flows used in financing activities.
Warranties
In general, we warrant our hardware products to be free from defects in material and workmanship under normal use and service. The warranty periods
generally range from one year to five years. We typically have the option to either repair or replace hardware products we deem defective with regard to
material or workmanship. Estimated warranty costs are accrued in the period that the related revenue is recognized based upon an estimated average per
unit repair or replacement cost applied to the estimated number of units under warranty. These estimates are based upon historical warranty incidents and
are evaluated on an ongoing basis to ensure the adequacy of the warranty accrual.
We also warrant our software or firmware incorporated into our products generally for a period of one year and offer to provide a bug fix or software patch
within a reasonable period. We have not accrued specifically for this warranty and have not had claims specifically related to software or firmware. We are
not responsible for, and do not warrant that, custom software versions, created by OEM customers based upon our software source code, will function in a
particular way, will conform to any specifications or are fit for any particular purpose. Further, we do not indemnify these customers from any third-party
liability as it relates to or arises from any customization or modifications made by the OEM customer.
Treasury Stock
We record treasury stock at cost. Treasury stock may be acquired from employees for tax withholding purposes related to vesting of restricted stock unit
awards as part of our stock-based compensation program and issued pursuant to the Employee Stock Purchase Plan.
Revenue Recognition
We recognize hardware product revenue upon transfer of control of goods or services to customers in an amount that reflects the consideration we expect to
receive in exchange for those goods or services.
We determine the amount of revenue to be recognized through application of the following steps:
•
•
•
•
•
identification of the contract, or contracts with a customer;
identification of the performance obligations in the contract;
determination of the transaction price;
allocation of the transaction price to the performance obligations in the contract; and
recognition of revenue when or as we satisfy the performance obligations.
Hardware Product Revenue and SmartSense by Digi Equipment Revenue and Associated Installation Fees
Our hardware product revenue is derived primarily from the sale of wired and wireless hardware products to our distributors and OEM customers. Product
revenue generally is recognized upon shipment of the product to a customer. Sales to authorized domestic distributors and OEM customers typically are
made with certain rights of return and price adjustment provisions. Estimated reserves for future credit returns and pricing adjustments are established
based on an analysis of historical patterns of credit returns and price adjustments compared to received credit returns and distribution sales for the current
period. Estimated reserves for future credit returns and price adjustments are charged against revenue in the same period as the corresponding sales are
recorded. Material differences between the historical trends used to determine estimated reserves and actual credit returns and pricing adjustments could
result in a material change to our consolidated results of operations or financial position. Estimated sales returns for our distributor stock rotation program
are accounted for under the guidance of ASC 845 Nonmonetary Transactions.
44
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Equipment revenue from SmartSense by Digi and Ventus within our IoT Solutions segment is recognized upon shipment of the equipment to a customer.
Installation service charges from these sales are recorded when the product is installed.
Subscription and Support Services Revenue
Our SmartSense by Digi and Ventus subscription revenue is recorded on a monthly basis. These subscriptions are generally in a range from one year to five
years, and may contain an evergreen renewal provision. Generally, our subscription renewal charges per month are the same as the original contract term.
We derive service revenue from our Digi Remote Manager, a platform-as-a-service (“PaaS”) offering, whereby customers pay for services consumed based
on the number of devices being managed or monitored. This revenue is recognized over the life of the service term and is included in our IoT Products &
Services segment.
Digi Support Services revenues are recognized over the life of the support contract and included in our IoT Products & Services segment. Some of Digi
Support Services revenue is for training and this revenue is recognized as the services are performed.
Professional Services Revenue
Professional services revenue is derived from our Digi Wireless Design Services contracts on either on a time-and-materials or a fixed-fee basis. These
revenues, which are included in our IoT Products & Services segment are recognized as the services are performed for time-and-materials contracts or as
invoiced for fixed-fee contracts.
Contracts with Multiple Performance Obligations
From time to time we have contracts from customers with multiple performance obligations. Our hardware products may be combined with our Digi
Remote Manager PaaS offering as well as other support services in an individual contract. Our SmartSense by Digi revenues typically are derived from
contracts with multiple performance obligations. These obligations may include: delivery of monitoring equipment that the customer purchases out-right,
monitoring services, providing condition alerts of assets being monitored, and recertification of sensor equipment. When we retain ownership of the
equipment, we charge an implementation fee to the customer so they can begin using the equipment. In these instances, all revenue derived from the above
obligations is recognized over the subscription term of the contract. If the customer purchases the equipment out-right, that portion of the revenue is
recognized at the stand-alone selling price at the time the equipment is shipped and all other revenue is recognized over the subscription term of the
contract. We have made an accounting policy election to exclude from the measurement of our revenues any sales or similar taxes we collect from
customers.
®
Research and Development
Research and development costs are expensed when incurred. Research and development costs include compensation, allocation of corporate costs,
depreciation, utilities, professional services and prototypes. Software and firmware development costs are expensed as incurred until the point that both the
technological feasibility and the proven marketability of the product are established. To date, the time period between the establishment of technological
feasibility and completion of software development has been short and no significant development costs have been incurred during that period.
Accordingly, we have not capitalized any software development costs to date.
Income Taxes
Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their
financial reporting amounts at each year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Income tax expense is equal to the tax payable for the period and the change during the period in deferred tax assets and
liabilities as well as changes in income tax reserves. We maintain valuation allowances unless it is more likely than not that all or a portion of the deferred
tax assets will be realized. Changes in valuation allowances from period to period are included in our tax provision in the period of change. We recognize
the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the
largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in
judgment occurs.
45
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation
Stock-based compensation expense represents the cost of employee services received in exchange for an award of equity instruments based on the grant
date fair value of the award. This cost must be recognized over the period during which an employee is required to provide the service (usually the vesting
period).
Foreign Currency Translation
Financial position and results of operations of our international subsidiaries are measured using local currencies as the functional currency. Assets and
liabilities of these operations are translated at the exchange rates in effect at the end of each reporting period. For our international subsidiaries, our
statements of operations accounts are translated at the weighted average rates of exchange prevailing during each reporting period. Translation adjustments
arising from the use of differing currency exchange rates from period to period are included in accumulated other comprehensive loss in stockholders’
equity. Gains and losses on foreign currency exchange transactions, as well as translation gains or losses on transactions denominated in currencies other
than an entity’s functional currency, are reflected in the statement of operations. During fiscal 2023, 2022 and 2021 there were net transaction gains (losses)
of $0.0 million, $0.1 million and $(0.1) million, respectively that were recorded in other income, net. We manage our net asset or net liability position for
U.S. dollar accounts in our foreign locations to reduce our foreign currency risk. We have not implemented a formal hedging strategy.
Comprehensive Income
Our comprehensive income is comprised of net income, foreign currency translation adjustments and unrealized gains and losses on available-for-sale
marketable securities. These items are charged or credited to the accumulated other comprehensive loss account in stockholders’ equity.
Net Income Per Common Share
Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net
income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares
outstanding during the period. Potentially dilutive common shares of our stock result from common stock options and restricted stock units. We use the
treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under this method the proceeds from
exercise of an option, any amount of compensation cost for future service that we have not yet recognized, and the amount of estimated tax benefits that
would be recorded in paid-in capital when the option is exercised are assumed to have been used to repurchase shares in the current period.
The following table is a reconciliation of the numerators and denominators in the net income per common share calculations (in thousands, except per
common share data):
Numerator:
Net income
Denominator:
Denominator basic net income per common share — weighted average shares outstanding
Effect of dilutive securities:
Stock options and restricted stock units
Denominator diluted net income per common share — adjusted weighted average shares
Net income per common share, basic
Net income per common share, diluted
Year ended September 30,
2022
2023
2021
$
24,770 $
19,383 $
10,366
35,820
1,049
36,869
35,031
964
35,995
$
$
0.69 $
0.67 $
0.55 $
0.54 $
32,111
1,283
33,394
0.32
0.31
Because their effect would be anti-dilutive at period end, certain potentially dilutive shares related to stock options to purchase common shares were
excluded in the above computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of our
common shares. For the years ended September 30, 2023, 2022 and 2021, such excluded stock options were 395,190, 647,181 and 1,122,121, respectively.
46
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2. ACQUISITIONS
Fiscal 2022 Acquisition
Acquisition of Ventus
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On November 1, 2021, we acquired Ventus for approximately $350 million in cash. The acquisition was funded through a combination of cash on hand and
debt financing under a $350 million credit facility committed by BMO Harris Bank N.A.
For tax purposes, this acquisition was treated as an asset acquisition. We believe this is a complementary acquisition for us as it significantly enhances our
IoT Solutions segment by enhancing Digi's service portfolio and immediately extends the company's market reach with a Managed Network-as-a-Service
("MNaaS") solutions offering.
Costs directly related to the acquisition of $4.4 million incurred in fiscal 2022 were charged to operations and are included in general and administrative
expense in our consolidated statements of operations. These acquisition costs include legal, accounting, valuation and investment banking fees.
The following table summarizes the fair values of Ventus assets acquired and liabilities assumed as of the acquisition date (in thousands):
Cash
Fair value of net tangible assets acquired
Identifiable intangible assets:
Customer relationships
Purchased and core technology
Trademarks
Goodwill
Total
$
$
$
350,000
20,365
179,000
16,000
16,000
118,635
350,000
The consolidated balance sheet as of September 30, 2022 reflects the final allocation of the purchase price to the assets acquired and liabilities assumed
based on their estimated fair values at the date of acquisition. The fair value of customer relationships was calculated using the excess earnings method,
while purchased and core technology and patents were valued using the relief from royalty method. These methodologies utilize future estimates including
revenues attributable to customer relationships, tax rates, discount rates, royalty rates and obsolescence rates. The final purchase price allocation includes
an adjustment made in the fourth fiscal quarter of 2022 to reflect an update from our preliminary purchase price allocation to the valuation of the net
tangible assets acquired and goodwill resulting from the acquisition. Included in the fair value of net tangible assets acquired was $0.9 million of right-of-
use asset included in other non-current assets and $0.9 million of lease liability included in other current liabilities and other non-current liabilities
associated with Ventus’ operating leases.
The weighted average useful life for all the identifiable intangibles listed above is estimated to be 19.2 years. For purposes of determining fair value, the
existing customer relationships identified above are assumed to have a useful life of 20.5 years, purchased and core technology is assumed to have useful
life of 11 years and trademarks are assumed a useful life of 13 years. Useful lives for identifiable intangible assets are estimated at the time of acquisition
based on the periods of time from which we expect to derive benefits from the identifiable intangible assets. The identifiable intangible assets are amortized
using the straight-line method which reflects the pattern in which the assets are expected to be consumed.
The fiscal 2022 consolidated results include $54.3 million in revenue contributed by the acquired Ventus business. It is impracticable to quantify the
amount of Ventus contribution to our consolidated net income due to the business structure management uses for reporting and allocating expenses to
segments.
47
Table of Contents
2. ACQUISITIONS (CONTINUED)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following consolidated pro forma information is presented as if the acquisition had occurred on October 1, 2020 (in thousands):
Net sales
Net income (loss)
Year ended September 30,
2022
2021
$
$
393,290 $
14,274 $
360,820
(2,701)
Pro forma net income has been adjusted to include interest expense related to debt incurred as a result of the acquisition, amortization on the fair value of
the intangibles acquired and remove any costs incurred with the sale transaction. Net income for the year ended September 30, 2021 was adjusted to
include acquisition-related costs of $3.1 million.
Fiscal 2021 Acquisitions
Acquisition of Haxiot
On March 26, 2021, we acquired Haxiot, a Dallas-based provider of low power wide area ("LPWA") wireless technology. Following this date, the results of
operations are included within our IoT Products & Services segment. We believe this is a complementary acquisition for us as it significantly enhances our
IoT Products & Services segment by enhancing Digi's embedded systems portfolio and immediately extends the company's market reach with a complete
LoRaWAN-based solutions offering.
The terms of the acquisition included an upfront cash payment as well as contingent consideration comprised of future earn-out payments. We funded the
closing of the acquisition with $7.1 million of cash on hand. The future earn-out payments are based on Haxiot revenue performance and contractually are
not to exceed $3.0 million and $5.0 million for the annual periods ended December 31, 2021 and December 31, 2022. In the third quarter of fiscal 2021, the
purchase price allocation was updated, including related determination of fair value and income tax implications. As a result, we adjusted goodwill to $8.6
million and adjusted contingent consideration to $5.9 million. In the fourth fiscal quarter of 2022, it was determined that the revenue thresholds would not
be met and the remaining balance was adjusted down by $5.9 million, resulting in a fair value of $0.0 million for contingent consideration relating to the
acquisition of Haxiot at September 30, 2023 and 2022.
For tax purposes, this acquisition is treated as a stock acquisition. The goodwill therefore is not deductible.
Costs directly related to the acquisition of $0.3 million have been charged to operations in fiscal 2021. These costs are included in general and
administrative expense in our consolidated statements of operations. These acquisition costs include legal, accounting, valuation and investment banking
fees.
The following table summarizes the fair values of Haxiot assets acquired, net of $50 thousand of cash acquired, and liabilities assumed as of the acquisition
date (in thousands).
Cash
Contingent consideration
Total
Fair value of net tangible assets acquired
Identifiable intangible assets:
Customer relationships
Purchased and core technology
Trademarks
Deferred tax liability on identifiable intangible assets
Goodwill
Total
48
$
$
$
$
7,096
5,900
12,996
86
3,900
1,050
500
(1,145)
8,605
12,996
Table of Contents
2. ACQUISITIONS (CONTINUED)
Acquisition of Ctek, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On July 6, 2021, we acquired Ctek, Inc. ("Ctek"), a San Pedro, California-based provider that specializes in solutions for remote monitoring and industrial
controls. The results of operations of Ctek are included in our fourth quarter fiscal 2021 results within our IoT Products & Services segment. Through the
acquisition of Ctek, Digi is uniquely positioned to provide customers with both battery and hardwired options for the control and monitoring of critical
infrastructure, from complex off-shore oil rig locations to localized deployments such as municipal park lighting. In addition, Ctek’s offering and existing
client portfolio is set to further Digi’s reach in a rapidly expanding market.
The terms of the acquisition included an upfront cash payment as well as contingent consideration comprised of future earn-out payments. We funded the
closing of the acquisition with $12.0 million of cash on hand. The future earn-out payments are based on revenue performance outlined in the terms of the
purchase agreement for the annual periods ending December 31, 2021, December 31, 2022 and December 31, 2023. The cumulative amount of these earn-
outs for the annual periods had a max $0.5 million, $1.0 million and $1.5 million, respectively. In the fiscal fourth quarter of 2022, it was determined that
the revenue thresholds would not be met and the remaining balance was adjusted down by $0.3 million, resulting in a fair value of $0.0 million for
contingent consideration relating to the acquisition of Ctek at September 30, 2023 and 2022.
For tax purposes, this acquisition is treated as a stock acquisition. The goodwill therefore is not deductible.
Costs directly related to the acquisition of $0.3 million have been charged to operations in fiscal 2021. These costs are included in general and
administrative expense in our consolidated statements of operations. These acquisition costs include legal, accounting, valuation and investment banking
fees.
The following table summarizes the fair values of Ctek assets acquired and liabilities assumed as of the acquisition date (in thousands).
Cash
Contingent consideration
Working capital adjustment
Total
Fair value of net tangible assets acquired
Identifiable intangible assets:
Customer relationships
Purchased and core technology
Trademarks
Backlog
Goodwill
Total
49
$
$
$
$
12,012
300
422
12,734
397
5,100
1,300
70
1,000
4,867
12,734
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS, NET
Identifiable Intangible Assets, Net
Amortizable identifiable intangible assets, net as of September 30, 2023 and 2022 were comprised of the following (in thousands):
Purchased and core technology
License agreements
Patents and trademarks
Customer relationships
Non-compete agreements
Order backlog
Total
September 30, 2023
September 30, 2022
Gross
carrying
amount
Accum.
amort.
$
$
85,032 $
112
39,957
309,196
600
1,000
435,897 $
(59,833) $
(112)
(19,888)
(77,380)
(600)
(1,000)
(158,813) $
Net
25,199 $
—
20,069
231,816
—
—
277,084 $
Gross
carrying
amount
Accum.
amort.
85,016 $
112
39,711
309,212
600
1,000
435,651 $
(55,854) $
(112)
(17,666)
(58,355)
(600)
(1,000)
(133,587) $
Net
29,162
—
22,045
250,857
—
—
302,064
Amortization expense is included in our consolidated statements of operations in cost of sales and general and administrative expense. Amortization
expense in cost of sales includes amortization for purchased and core technology and certain patents and trademarks.
Amortization expense for fiscal years 2023, 2022 and 2021 was as follows (in thousands):
Fiscal year
2023
2022
2021
Estimated amortization expense for the next five fiscal years is as follows (in thousands):
Fiscal year
2024 (twelve months)
2025
2026
2027
2028
The changes in the carrying amount of goodwill by reportable segments are (in thousands):
Total
25,226
27,195
16,534
Total
25,232
21,776
21,544
20,593
20,411
$
$
$
$
$
$
$
$
Balance on September 30, 2021
Acquisitions
Adjustments
Foreign currency translation adjustment
Balance on September 30, 2022
Foreign currency translation adjustment
Balance on September 30, 2023
No goodwill impairment has been recorded in any period presented.
$
$
$
50
IoT
Products & Services
IoT
Solutions
Total
175,180 $
—
186
(2,435)
172,931 $
1,026
173,957 $
50,342 $
118,635
(631)
(800)
167,546 $
90
167,636 $
225,522
118,635
(445)
(3,235)
340,477
1,116
341,593
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS, NET (CONTINUED)
Goodwill represents the excess of cost over the fair value of net identifiable assets acquired. Goodwill is quantitatively tested for impairment on an annual
basis as of June 30, or more frequently if events or circumstances occur which could indicate impairment. We continue to have two reportable segments,
our IoT Products & Services segment and our IoT Solutions segment (see Note 4). Effective with the reorganization announcement on October 7, 2020 (see
Note 10), our IoT Products & Services business is structured to include four reporting units under the IoT Products & Services segment, each with a
reporting manager: Cellular Routers, Console Servers, OEM Solutions and Infrastructure Management. Due to the reorganization, we performed our fiscal
third quarter 2021 annual impairment test for those four reporting units along with our IoT Solutions segment. Following our acquisition of Ventus, IoT
Solutions is comprised of two reporting units. All six reporting units were included in our fiscal third quarter 2022 annual impairment test.
For our quantitative goodwill impairment tests, we determine the estimated fair value of each reporting unit and compare it to the carrying value of the
reporting unit, including goodwill. If the carrying amount of a reporting unit is higher than its estimated fair value, then an impairment loss must be
recognized for the excess. Fair values for the six reporting units were each estimated on a standalone basis using a weighted combination of the income
approach and market approach.
The income approach indicates the fair value of a business based on the value of the cash flows the business or asset can be expected to generate in the
future. A commonly used variation of the income approach used to value a business is the discounted cash flow (“DCF”) method. The DCF method is a
valuation technique in which the value of a business is estimated on the earnings capacity, or available cash flow, of that business. Earnings capacity
represents the earnings available for distribution to stockholders after consideration of the reinvestment required for future growth. Significant judgment is
required to estimate the amount and timing of future cash flows for each reporting unit and the relative risk of achieving those cash flows. Key assumptions
used in the analysis were related to the determination of discount rates and forecasts of future gross margins and earnings before income taxes, depreciation
and amortization margins. The market approach indicates the fair value of a business or asset based on a comparison of the business or asset to comparable
publicly traded companies or assets and transactions in its industry as well as our prior acquisitions. This approach can be estimated through the guideline
company method. This method indicates fair value of a business by comparing it to publicly traded companies in similar lines of business. After identifying
and selecting the guideline companies, we make judgments about the comparability of the companies based on size, growth rates, profitability, risk, and
return on investment in order to estimate market multiples. These multiples are then applied to the reporting units to estimate a fair value.
Assumptions and estimates to determine fair values under the income and market approaches are complex and often subjective. They can be affected by a
variety of factors. These include external factors such as industry and economic trends. They also include internal factors such as changes in our business
strategy and our internal forecasts. Changes in circumstances or a potential event could negatively affect the estimated fair values. We will continue to
monitor potential impacts to our assumptions, as any changes could potentially affect our cash flows and market capitalization. If our future operating
results do not meet current forecasts or if we experience a sustained decline in our market capitalization that is determined to be indicative of a reduction in
fair value of one or more of our reporting units, we may be required to record future impairment charges for goodwill.
Digi conducted an analysis as of September 30, 2023 and concluded changes in market conditions from the time of the Fiscal 2023 test, conducted as of
June 30,2023, were not indicative of a reduction in fair value of any of our reporting units.
Results of our Fiscal 2023 Annual Impairment Test
As of June 30, 2023, we had a total of $32.7 million of goodwill for the Cellular Routers reporting unit, $57.1 million of goodwill for the Console Servers
reporting unit, $64.6 million of goodwill for the OEM Solutions reporting unit, $20.4 million of goodwill for the Infrastructure Management reporting unit,
$48.9 million of goodwill for the SmartSense by Digi reporting unit and $118.6 million of goodwill for the Ventus reporting unit. At June 30, 2023, the fair
value of goodwill exceeded the carrying value for all six reporting units and no impairment was recorded.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. SEGMENT INFORMATION AND MAJOR CUSTOMERS
We have two reportable segments: (i) IoT Products & Services and (ii) IoT Solutions. This determination was made by considering both qualitative and
quantitative information. The qualitative information included, but was not limited to, the following: the nature of the products and services and customers
differ between the two segments, discrete financial information is available through operating income for both segments and the Chief Operating Decision
Maker is reviewing both segments’ financial information separately to make decisions about the allocation of resources. Effective with the reorganization
announcement on October 7, 2020 (see Note 10), our IoT Products & Services business is structured to include four operating segments, each with a
segment manager. Following our acquisition of Ventus in the first fiscal quarter of 2022, IoT Solutions is comprised of two reporting units; Ventus and
SmartSense by Digi.
IoT Products & Services
Our IoT Products & Services segment is composed of the following four operating segments:
•
•
Cellular Routers - box devices (fully enclosed) that provide connectivity typically in a place where the device can be plugged in exclusively using
cellular communications.
Console Servers - similar to cellular routers except they are exclusively for edge computing installations and data center applications exclusively
using cellular communications.
• OEM Solutions - Original Equipment Manufacturers ("OEM") will be a chip, rather than a boxed device. This can come in the form of a stand-
alone chip, or from a systems-on-module ("SOMs"). While cellular connectivity is used, other communication protocols can be used such as
Zigbee, Bluetooth or Radio-Frequency ("RF") based on application.
•
Infrastructure Management - includes battery operated, cellular enabled connect sensors as well as other types of console server applications that
are more Digi Accelerated Linux ("DAL") based than Console Servers. This operating segment has some products that do not use cellular
communications, but a large part of this segment does use cellular communications.
IoT Solutions
Following the acquisition of Ventus on November 1, 2021, IoT Solutions is comprised of two operating segments:
•
SmartSense by Digi - offers wireless temperature and other condition-based monitoring services for perishable goods such as food or medicine, as
well as employee task management services.
• Ventus - provides MNaaS solutions that simplify the complexity of enterprise wide area network ("WAN") connectivity via wireless and fixed line
solutions.
The operating segments included in each reportable segment have similar qualitative and quantitative factors, which allow us to aggregate them under each
reportable segment. The qualitative factors include similar nature of products and services, production process, type or class of customers and methods used
to distribute the products. The quantitative factors include similar operating margins. Our chief operating decision maker reviews and makes business
decisions which includes a primary review of operating income but also includes gross profit. Following the October 2020 reorganization, the shared
general and administrative costs are being allocated to each operating segment. As a result, our disclosed measure of segment operating income has been
updated for all periods presented to conform with this change.
52
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. SEGMENT INFORMATION AND MAJOR CUSTOMERS (CONTINUED)
Summary operating results for each of our segments were as follows (in thousands):
Revenue
IoT Products & Services
IoT Solutions
Total revenue
Gross Profit
IoT Products & Services
IoT Solutions
Total gross profit
Operating Income (loss)
IoT Products & Services
IoT Solutions
Total operating income
Depreciation and Amortization
IoT Products & Services
IoT Solutions
Total depreciation and amortization
Total expended for property, plant and equipment was as follows (in thousands):
IoT Products & Services
IoT Solutions*
Total expended for property, plant and equipment
Year ended September 30,
2022
2021
2023
345,680 $
99,169
444,849 $
187,958 $
64,245
252,203 $
51,157 $
(1,062)
50,095 $
12,544 $
19,432
31,976 $
297,645 $
90,580
388,225 $
160,117 $
56,169
216,286 $
41,562 $
(3,342)
38,220 $
13,974 $
19,865
33,839 $
264,173
44,459
308,632
144,472
22,185
166,657
18,212
(7,684)
10,528
13,109
7,768
20,877
Year ended September 30,
2022
2021
2023
588 $
3,510
4,098 $
1,952 $
22
1,974 $
2,257
—
2,257
$
$
$
$
$
$
$
$
$
$
* Excluded from this amount is $3.9 million, $6.2 million and $1.8 million of transfers of inventory to property plant and equipment for subscriber assets for the year ended September 30, 2023,
2022 and 2021, respectively.
Total assets for each of our segments were as follows (in thousands):
IoT Products & Services
IoT Solutions
Unallocated*
Total assets
*Unallocated consists of cash and cash equivalents.
Net property, equipment and improvements by geographic location were as follows (in thousands):
United States
International, primarily Europe
Total net property, equipment and improvements
As of September 30,
2023
2022
384,018 $
419,820
31,693
835,531 $
390,128
428,867
34,900
853,895
As of September 30,
2023
2022
28,631 $
477
29,108 $
27,205
389
27,594
$
$
$
$
Our U.S. export sales represented 27.2%, 22.1% and 26.2% of revenue for the fiscal years ended September 30, 2023, 2022 and 2021. No single customer
exceeded 10% of revenue or accounts receivable for any of the periods presented.
53
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. SELECTED BALANCE SHEET DATA
The following table shows selected balance sheet data (in thousands):
Accounts receivable, net:
Accounts receivable
Less allowance for credit losses
Less reserve for future credit returns and pricing adjustments
Total accounts receivable, net
Inventories:
Raw materials
Work in process
Finished goods
Total inventories
Property, equipment and improvements, net:
Land
Buildings
Improvements
Equipment
Purchased software
Furniture and fixtures
Subscriber assets
Total property, equipment and improvements, gross
Less accumulated depreciation and amortization
Total property, equipment and improvements, net
6. FAIR VALUE MEASUREMENTS
As of September 30,
2023
2022
$
$
$
$
$
$
61,880 $
1,693
4,190
55,997 $
29,974 $
66
44,356
74,396 $
570 $
2,338
11,703
17,909
5,143
2,459
28,532
68,654
39,546
29,108 $
58,967
3,285
5,232
50,450
39,189
592
33,442
73,223
520
2,338
9,365
17,990
4,297
2,148
24,636
61,294
33,700
27,594
Financial assets and liabilities are classified in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement:
Level 1 (unadjusted quoted prices in active markets for identical assets or liabilities); Level 2 (observable market inputs, other than quoted prices included
in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). There were no transfers into or out of our Level 2
financial assets during fiscal 2023.
There were no assets or liabilities that are measured at fair value on a recurring basis as of September 30, 2023 or 2022.
In connection with our acquisition of Opengear, we agreed to make contingent payments, based upon certain revenue thresholds. We paid the first
installment of $0.9 million during the third quarter of fiscal 2020. We paid the final installment of $10.0 million during the second quarter of fiscal 2021.
In connection with our acquisition of Haxiot, we agreed to make contingent earn-out payments, based upon certain revenue thresholds (see Note 2 to the
consolidated financial statements). In the third quarter of fiscal 2021, the preliminary purchase price allocation was updated, including related
determination of fair value and income tax implications. As a result, we adjusted goodwill to $8.6 million and adjusted contingent consideration to $5.9
million on our balance sheet. In the fiscal fourth quarter of 2022, it was determined that the revenue thresholds would not be met and the remaining balance
was adjusted down by $5.9 million. The fair value of the remaining liability for contingent consideration for the acquisition of Haxiot was $0.0 million at
September 30, 2023 and 2022.
In connection with our acquisition of Ctek, we agreed to make contingent earn-out payments, based upon certain revenue thresholds (see Note 2 to the
consolidated financial statements). In the fiscal fourth quarter of 2022, it was determined that the revenue thresholds would not be met and the remaining
balance was adjusted down by $0.3 million. The fair value of the remaining liability for contingent consideration for the acquisition of Ctek was $0.0
million at September 30, 2023 and 2022.
54
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. FAIR VALUE MEASUREMENTS (CONTINUED)
The following table presents a reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) (in thousands):
Fair value at beginning of period
Change in fair value of contingent consideration
Fair value at end of period
Year ended September 30,
2022
2023
$
$
— $
—
— $
6,200
(6,200)
—
The change in fair value of contingent consideration reflects our estimate of the probability of achieving the relevant targets and is discounted based on our
estimated discount rate. Due to the timing of the acquisition, the fair value of the contingent consideration at September 30, 2023 is based on the
probability of achieving the specified revenue thresholds for Ctek. As of September 30, 2023, contingent consideration associated with Ctek remains
subject to future performance through December 31, 2023.
7. INDEBTEDNESS
On November 1, 2021, we entered into a second amended and restated credit agreement with BMO Harris Bank N.A. ("BMO"). This agreement provides
us with a senior secured credit facility (the "Credit Facility") consisting of a $350 million term loan B secured loan (the “Term Loan Facility”) and a $35
million revolving credit facility (the “Revolving Loan Facility”) with an uncommitted option to increase incremental loans under the Credit Facility, subject
to an incremental cap. The Revolving Loan Facility includes a $10 million letter of credit subfacility and $10 million swingline subfacility. Digi may use
proceeds of the Revolving Loan Facility in the future for general corporate purposes. This loan replaced our syndicated senior secured credit agreement
with BMO that was entered into on March 15, 2021 and replaced the remaining balance of our revolver with this new term loan. This prior agreement
provided us with committed credit facilities ("Prior Credit Facility") consisting of a $200 million revolving loan.
The debt issuance costs and remaining balance under the Prior Credit Facility totaled $2.3 million at November 1, 2021. Of this amount $1.9 million was
written off and included in interest expense upon the entry into the new amendment and $0.4 million is being amortized over the term of the amended loan
and reported in interest expense. Digi incurred an additional $11.7 million and $1.7 million in debt issuance costs relating to the November 1, 2021 and
December 22, 2021 amendments, respectively. These amounts are being amortized over the term of the amended loan and reported in interest expense.
On December 22, 2021, Digi entered into a third amended and restated credit agreement with BMO. Digi refinanced the Term Loan Facility and Revolving
Loan Facility under its existing credit agreement entered into on November 1, 2021, but did not receive any additional proceeds from nor modify the
amounts of any facilities or subfacilities contained within that credit agreement.
Following the December amendment, borrowings under the Term Loan Facility bore interest at a rate based on LIBOR until the discontinuation of LIBOR
on June 30, 2023. Following this date, borrowings under the Term Loan Facility are subject to a rate based on the Secured Overnight Financing Rate
("SOFR") with a credit spread adjustment to adjust for the change in reference rate ranging from 0.10% to 0.40%, depending on Digi's interest election.
Our interest rate has floor of 0.50% for an interest period of one, three or six months as selected by Digi, reset at the end of the selected interest period plus
5.00% or a base rate plus 4.00%. The base rate is determined by reference to the highest of BMO’s prime rate, the Federal Funds Effective Rate plus
0.50%, or the one-month SOFR for U.S. dollars plus 1.00%. The applicable margin for loans under the Revolving Credit Facility is in a range of 4.00% to
3.75% for SOFR loans and 3.00% to 2.75% for base rate loans, depending on Digi’s consolidated leverage ratio. In addition to paying interest on the
outstanding balance under the Credit Facility, we are required to pay a commitment fee on the non-utilized commitments thereunder, which is also reported
in interest expense. Digi elected
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7. INDEBTEDNESS (CONTINUED)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
an interest period of one month for the months of December 2021 through April 2022 and a period of six months effective May 1, 2022. Following the
expiration of the election on October 31, 2022, Digi elected an interest period of one month, effective on November 1, 2022 and has elected the same
periods each subsequent month. Our weighted average interest rate for our Term Loan Facility as of September 30, 2023 was 10.44%. Our weighted
average Revolving Loan Facility commitment fee was 0.20% as of September 30, 2023.
The Term Loan is payable in quarterly installments, with the balance remaining due on November 2, 2028. The Revolving Loan is due in a lump sum
payment at maturity on November 2, 2028, if any amounts are drawn. The fair value of the Term Loan and Revolving Loan approximated carrying value at
September 30, 2023.
Digi made early payments against the term loan of $18.9 million and $100.0 million in twelve months ended September 30, 2023 and 2022, respectively.
The following table is a summary of our long-term indebtedness (in thousands):
Term loan
Less unamortized issuance costs
Less current maturities of long-term debt
Total long-term debt, net of current portion
Year ended September 30,
2023
2022
$
$
213,625 $
(10,051)
(15,523)
188,051 $
The following table is a summary of future maturities of our aggregate long-term debt at September 30, 2023 (in thousands):
Fiscal year
2024
2025
2026
2027
2028
Total long-term debt
Covenants and Security Interest
Amount
$
$
250,000
(12,029)
(15,523)
222,448
17,500
17,500
17,500
17,500
143,625
213,625
The agreements governing the Credit Facility contain a number of covenants. Among other thing, these covenants require us to maintain certain financial
ratios (net leverage ratio and minimum fixed charge ratio). At September 30, 2023, we were in compliance with our debt covenants. Amounts borrowed
under the Credit Facility are secured by substantially all of our assets.
8. PRODUCT WARRANTY OBLIGATION
The following table summarizes the activity associated with the product warranty accrual (in thousands) and is listed on our consolidated balance sheets
within other current liabilities:
Balance at beginning of period
Warranties accrued
Settlements made
Balance at end of period
2023
Year ended September 30,
2022
2021
$
$
886 $
355
(469)
772 $
707 $
537
(358)
886 $
942
244
(479)
707
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9. LEASES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
All of our leases are operating leases and primarily consist of leases for office space. For any lease with an initial term in excess of twelve months, the
related lease assets and lease liabilities are recognized on our consolidated balance sheets as either operating or financing leases at the inception of an
agreement where it is determined that a lease exists. We have lease agreements that contain both lease and non-lease components. We have elected to
combine lease and non-lease components for all classes of assets. Leases with an initial term of twelve months or less are not recorded on our consolidated
balance sheets. Instead we recognize lease expense for these leases on a straight-line basis over the lease term.
Operating lease assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease
payments. These assets and liabilities are recognized based on the present value of future payments over the lease term at the commencement date. We
generally use a collateralized incremental borrowing rate based on information available at the commencement date, including the lease term, in
determining the present value of future payments. When determining our right-of-use asset, we generally do not include options to extend or terminate the
lease unless it is reasonably certain that the option will be exercised.
Our leases typically require payment of real estate taxes and common area maintenance and insurance. These components comprise the majority of our
variable lease cost and are excluded from the present value of our lease obligations. Fixed payments may contain predetermined fixed rent escalations. We
recognize the related rent expense on a straight-line basis from the commencement date to the end of the lease term.
The following table shows the supplemental balance sheet information related to our leases (in thousands):
Balance Sheet Location
September 30, 2023
September 30, 2022
Assets
Operating leases
Total lease assets
Liabilities
Operating leases
Operating leases
Total lease liabilities
Operating lease right-of-use assets
Current portion of operating lease liabilities
Operating lease liabilities
$
$
$
$
12,876 $
12,876 $
3,352 $
13,989
17,341 $
15,299
15,299
3,196
16,978
20,174
The following were the components of our lease cost which is recorded in both cost of goods sold and selling, general and administrative expense (in
thousands):
Operating lease cost
Variable lease cost
Short-term lease cost
Total lease cost
Statement of Operations Location
Cost of goods sold and SG&A
Cost of goods sold and SG&A
Cost of goods sold and SG&A
The following table presents supplemental information related to operating leases (in thousands):
Cash paid for amounts included in the measurement of operating lease liabilities
Right-of-use assets obtained in exchange for new operating lease liabilities
Year ended
September 30, 2023
Year ended
September 30, 2022
$
$
3,815 $
1,332
93
5,240 $
3,783
1,094
109
4,986
Year ended
September 30, 2023
Year ended
September 30, 2022
$
$
2,965 $
276 $
2,998
2,615
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. LEASES (CONTINUED)
Weighted average remaining lease term - operating leases
Weighted average discount rate - operating leases
September 30, 2023
6.5 years
4.40 %
The table below reconciles the undiscounted cash flows for each of the first five years as well as all the remaining years to the operating lease liabilities
recorded on the Consolidated Balance Sheet as of September 30, 2023 (in thousands):
Fiscal year
2024 (twelve months)
2025
2026
2027
2028
Thereafter
Total future undiscounted lease payments
Less imputed interest
Amount
$
3,999
3,529
3,105
2,040
1,897
5,705
20,275
(2,934)
17,341
Total reported lease liability
10. RESTRUCTURING
2021 Restructuring
$
On October 7, 2020, our Board of Directors approved a reorganization of our IoT Products & Services business segment. The restructuring plan aligned the
business segment's organization around product lines. Under this plan, we recorded a charge of $0.7 million for employee termination charges and
eliminated 19 employment positions primarily in the U.S. during the three months ended December 31, 2020. In the second quarter of fiscal 2021 we
recorded an additional $0.2 million related to this restructuring. In the third quarter of fiscal 2021 we recorded an additional $0.1 million related to this
restructuring. The charges relating to this restructuring were fully paid during the fourth quarter of fiscal 2021.
Below is a summary of the restructuring charges and other activity within the restructuring accrual (in thousands):
Balance on September 30, 2020
Restructuring charge
Payments
Reversals
Foreign currency fluctuation
Balance on September 30, 2021
2021 Restructuring
Employee Termination Costs
Total
— $
995
(935)
—
(60)
— $
—
995
(935)
—
(60)
—
$
$
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11. REVENUE
Revenue Disaggregation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes our revenue by geographic location of our customers:
($ in thousands)
North America, primarily the United States
Europe, Middle East & Africa
Rest of world
Total revenue
The following table summarizes our revenue by the timing of revenue recognition:
($ in thousands)
Transferred at a point in time
Transferred over time
Total revenue
Contract Balances
Contract Related Assets
2023
Year ended September 30,
2022
2021
323,714 $
69,980
51,155
444,849 $
302,409 $
53,612
32,204
388,225 $
227,923
46,024
34,685
308,632
2023
Year ended September 30,
2022
2021
345,119 $
99,730
444,849 $
302,535 $
85,690
388,225 $
274,960
33,672
308,632
$
$
$
$
Our contract related assets consist of subscriber assets. Subscriber assets are equipment that we provide to customers pursuant to subscription-based
contracts. In these cases, we retain the ownership of the equipment a customer uses and charge the customer subscription fees to receive our end-to-end
solutions. The total net book value of subscriber assets of $16.6 million and $16.5 million as of September 30, 2023 and September 30, 2022, respectively,
are included in property, equipment and improvements, net. Depreciation expense for these subscriber assets was $3.8 million and $3.2 million for the
twelve months ended September 30, 2023 and 2022, respectively. We depreciate the cost of this equipment over its useful life and include these expenses in
cost of sales.
Contract Assets
Contract assets at Digi consist of products and services that have been fulfilled, but for which revenue has not yet been recognized. Our contract asset
balances were immaterial as of September 30, 2023 and September 30, 2022.
Contract Liabilities
The timing of revenue recognition may differ from the timing of invoicing to customers. Customers are invoiced for subscription services on a monthly,
quarterly or annual basis. Contract liabilities consist of unearned revenue related to annual or multi-year contracts for subscription services and related
implementation fees, as well as product sales that have been invoiced, but not yet fulfilled.
Our contract liabilities were $27.9 million and $21.6 million at September 30, 2023 and 2022, respectively.
Of the $21.6 million and $15.5 million balances as of September 30, 2022 and 2021, Digi recognized $17.5 million and $13.2 million as revenue in the
twelve months ended September 30, 2023 and 2022, respectively.
Remaining Performance Obligation
As of September 30, 2023, we had approximately $152.5 million of remaining performance obligations on contracts with an original duration of one year
or more. We expect to recognize revenue on approximately $88.4 million of remaining performance obligations over the next 12 months. Revenue from the
remaining performance obligations we expect to recognize over a range of two to five years.
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12. INCOME TAXES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of income before income taxes are (in thousands):
United States
International
Income before income taxes
The components of the income tax benefit are (in thousands):
Current:
Federal
State
Foreign
Deferred:
Federal
State
Foreign
Income tax (benefit) expense
Net deferred tax liability consists of (in thousands):
Non-current deferred tax asset
Non-current deferred tax liability
Net deferred tax asset (liability)
Depreciation and amortization
Lease asset
Lease liability
Inventories
Compensation costs
Other accruals
Tax credit carryforwards
Valuation allowance
Identifiable intangible assets
Research and development costs
Net deferred tax asset (liability)
$
$
$
$
Year ended September 30,
2022
2021
2023
21,149 $
3,769
24,918 $
13,220 $
5,408
18,628 $
5,380
3,619
8,999
Year ended September 30,
2022
2021
2023
9,894 $
1,955
598
(12,131)
—
(168)
148 $
281 $
766
1,277
(2,982)
—
(97)
(755) $
As of September 30,
2023
2022
$
$
$
$
4,884 $
(1,812)
3,072 $
(3,362) $
(2,866)
3,897
6,407
5,559
9,011
3,867
(3,254)
(25,276)
9,089
3,072 $
1,388
242
1,678
(3,627)
(618)
(430)
(1,367)
—
(9,666)
(9,666)
(4,930)
(3,392)
4,497
2,586
3,999
7,413
7,445
(2,976)
(24,308)
—
(9,666)
As of September 30, 2023, we had $4.1 million of tax carryforwards (net of reserves) related to state research and development tax credits. We also had
$0.6 million of carryforwards consisting of U.S. net operating losses of $0.2 million, non-U.S. net operating losses of $0.2 million and foreign tax credits of
$0.2 million. The majority of our state research and development tax credits have a 15-year carryforward period. The majority of our non-U.S. net
operating losses and tax credit carryforwards have an unlimited carryforward period. Our valuation allowance for certain U.S. and foreign attributes was
$3.3 million at September 30, 2023 and $3.0 million at September 30, 2022. The increase in valuation allowance is primarily the result of additional
reserves against state research and development credits. The deferred tax assets realized could vary if there are differences in the timing or amount of future
reversals of existing deferred tax liabilities or changes in the amounts of future taxable income. If future taxable income projections are not realized, an
additional valuation allowance may be required. This would be reflected as income tax expense at the time that any such change in future taxable income is
determined.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. INCOME TAXES (CONTINUED)
The reconciliation of the statutory federal income tax amount to our income tax benefit is (in thousands):
Statutory income tax amount
Increase (decrease) resulting from:
State taxes, net of federal benefits
Transaction costs
Employee stock purchase plan
Foreign operations
Non-deductible executive compensation
Change in valuation allowance
Capital Loss Expiration
Utilization of research and development tax credits
Deferred balance sheet remeasure
ASU 2016-09 excess stock compensation
Contingent consideration
Changes from provision to return
Adjustment of tax contingency reserves
U.S. deduction for foreign export sales
Global intangible low-taxed income
Other, net
Income tax (benefit) expense
Year ended September 30,
2022
2021
2023
$
5,233 $
3,912 $
1,890
636
—
165
984
373
—
—
(4,678)
—
(1,678)
—
181
238
(1,419)
—
113
148 $
85
2
98
1,552
291
—
—
(2,780)
—
(2,967)
(1,239)
413
417
(584)
—
45
(755) $
319
60
79
556
150
(2,187)
2,301
(3,116)
(952)
(1,131)
1,212
(458)
329
(630)
33
178
(1,367)
$
A reconciliation of the beginning and ending amount of unrecognized tax benefits is (in thousands):
Unrecognized tax benefits at beginning of fiscal year
Increases related to:
Prior year income tax positions
Current year income tax positions
Decreases related to:
Prior year income tax positions
Settlements
Expiration of statute of limitations
Year ended September 30,
2022
2021
2023
$
3,316 $
2,908 $
2,600
100
858
(159)
—
(953)
3,162 $
—
524
(21)
—
(95)
3,316 $
40
507
(155)
—
(84)
2,908
Unrecognized tax benefits at end of fiscal year
$
The total amount of unrecognized tax benefits ("UTB") at September 30, 2023 that, if recognized, would affect our effective tax rate was $3.2 million. We
expect that it is reasonably possible that the total amounts of UTB will decrease by approximately $0.4 million over the next 12 months due to the
expiration of various statutes of limitations. Of the $3.2 million of UTB, $2.3 million is included in non-current income taxes payable and $0.9 million is
included with non-current deferred tax liabilities on the consolidated balance sheets at September 30, 2023.
We recognize interest and penalties related to income tax matters in income tax expense. During fiscal 2023 and 2022, there were insignificant amounts of
interest and penalties related to income tax matters in income tax expense. We accrued $0.1 million in interest and penalties related to unrecognized tax
benefits as of September 30, 2023 and 2022. These accrued interest and penalties are included in our non-current income taxes payable on our consolidated
balance sheets.
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12. INCOME TAXES (CONTINUED)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We operate in multiple tax jurisdictions both in the U.S. and outside of the U.S. and face audits from various tax authorities regarding transfer pricing, tax
credits, and other matters. Accordingly we must determine the appropriate allocation of income to each of these jurisdictions. This determination requires
us to make several estimates and assumptions. Tax audits associated with the allocation of this income, and other complex issues, may require an extended
period of time to resolve and may result in adjustments to our income tax balances in those years that are material to our consolidated balance sheets and
results of operations.
We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. With few exceptions, we are no longer subject to
state and local or non-U.S. income tax examinations by tax authorities.
At September 30, 2023, the majority of undistributed foreign earnings were taxed under the one time transition tax and the global intangible low-taxed
income ("GILTI") provision of the Tax Cuts and Jobs Act of 2017. Additionally, the previously un-taxed accumulated undistributed foreign earnings from
prior fiscal years are still permanently reinvested and, as such, we have not accrued additional U.S. tax. It is our position that the earnings of our foreign
subsidiaries are to be reinvested indefinitely to fund current operations and provide for future international expansion opportunities and only repatriate
earnings to the extent that U.S. taxes have already been recorded. As of September 30, 2023, we are permanently reinvested with respect to previously non-
taxed accumulated earnings in all jurisdictions.
Although we have no current need to repatriate historical foreign earnings that have not been taxed in the U.S., if we change our assertion from indefinitely
reinvesting undistributed foreign earnings, we would have to accrue applicable taxes. The amount of any taxes and the application of any tax credits would
be determined based on the income tax laws at the time of such repatriation. Under current tax law, we estimate the unrecognized tax liability to be
immaterial.
13. STOCKHOLDERS' EQUITY
Public Offering of Common Stock
During March 2021 we sold 4,025,000 shares of our common stock at a public offering price of $19.50 per share. The shares offered were registered
pursuant to a registration statement that we filed with the Securities and Exchange Commission. We received net proceeds of $73.8 million, net of
transaction expenses of $0.3 million related to the public offering.
14. STOCK-BASED COMPENSATION
Stock-based awards granted in 2023 were granted under the amended and restated 2021 Omnibus Incentive Plan (the "2021 Plan"). Shares subject to
awards under the 2021 Plan or any prior plans that are forfeited, canceled, returned to us for failure to satisfy vesting requirements, settled in cash or
otherwise terminated without payment also will be available for grant under the 2021 Plan. The authority to grant options under the 2021 Plan and set other
terms and conditions rests with the Compensation Committee of the Board of Directors.
The 2021 Plan authorizes the issuance of up to 3,500,000 common shares in connection with awards of stock options, stock appreciation rights, restricted
stock, restricted stock units, performance-based full value awards or other stock-based awards. Eligible participants include our employees, our affiliates,
non-employee directors of our Company and any consultant or advisor who is a natural person and provides services to us or our affiliates. Options that
have been granted under the 2021 Plan typically vest over a four-year period and will expire if unexercised after seven years from the date of grant.
Restricted stock unit awards ("RSUs") that have been granted to directors typically vest in one year. RSUs that have been granted to executives and
employees typically vest in January over a four-year period. Performance stock unit awards ("PSUs") that have been granted to an executive will vest based
on achievement of a cumulative adjusted earnings per share metric measured over a three-year period. Share-based compensation expenses recorded for
this performance award is reevaluated at each reporting period based on the probability of achievement of the goal. The Amended Plan is scheduled to
expire on January 28, 2032. Options under the Amended Plan can be granted as either incentive stock options or non-statutory stock options. The exercise
price of options and the grant date price of RSUs and PSUs is determined by our Compensation Committee but will not be less than the fair market value of
our common stock based on the closing price as of the date of grant. Upon exercise of options or settlement of vested RSUs or PSUs, we issue new shares
of stock. As of September 30, 2023, there were approximately 2,365,365 shares available for future grants under the Amended Plan.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. STOCK-BASED COMPENSATION (CONTINUED)
Stock-based awards granted in 2022 and 2021 were granted under the 2021 Plan before amendments were made to increase the number of authorized
shares. There were no other material changes to the plan made in the amendments.
Cash received from the exercise of stock options was $3.9 million, $9.5 million and $8.5 million for the year ended September 30, 2023, 2022 and 2021,
respectively. Our stock option plans allow the net exercise of options. Shares with a value of $0.2 million and $4.3 million were forfeited to satisfy tax
withholding for the year ended September 30, 2023 and 2022, respectively. No amount was forfeited in fiscal 2021.
Our equity plans and corresponding forms of award agreements generally have provisions allowing employees to elect to satisfy tax withholding
obligations through the delivery of shares, having us retain a portion of shares issuable under the award or paying cash to us for the withholding. During
fiscal 2023, 2022 and 2021 our employees forfeited 106,012, 102,392 and 116,195 shares, respectively in order to satisfy $4.1 million, $2.4 million and
$2.1 million, respectively, of withholding tax obligations related to stock-based compensation, pursuant to terms of awards under our board and
shareholder-approved compensation plans.
We sponsor an Employee Stock Purchase Plan, as amended and restated as of December 10, 2019 (the "Purchase Plan"), covering all domestic employees
with at least 90 days of continuous service and who are customarily employed at least 20 hours per week. The Purchase Plan allows eligible participants the
right to purchase common stock on a quarterly basis at the lower of 85% of the market price at the beginning or end of each three-month offering period.
The most recent amendments to the Purchase Plan, ratified by our stockholders on January 29, 2020, increased the total number of shares to 3,425,000 that
may be purchased under the plan. Employee contributions to the Purchase Plan were $2.3 million, $1.5 million and $1.2 million in fiscal 2023, 2022 and
2021, respectively. Pursuant to the Purchase Plan, 82,621, 80,225, and 78,644 shares of common stock were issued to employees during fiscal 2023, 2022
and 2021, respectively. Shares are issued under the Purchase Plan from treasury stock. As of September 30, 2023, 470,227 shares of common stock were
available for future issuances under the Purchase Plan.
Stock-based compensation expense is included in the consolidated results of operations as (in thousands):
Cost of sales
Sales and marketing
Research and development
General and administrative
Stock-based compensation before income taxes
Income tax benefit
Stock-based compensation after income taxes
Year ended September 30,
2022
2021
2023
$
$
628 $
4,107
1,777
6,774
13,286
(2,840)
10,446 $
466 $
2,503
1,236
4,373
8,578
(1,819)
6,759 $
371
2,069
1,032
4,663
8,135
(1,755)
6,380
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. STOCK-BASED COMPENSATION (CONTINUED)
Stock Options
Below is a summary of our stock options as of September 30, 2023 and changes during the twelve months then ended (in thousands, except per common
share amounts):
Balance on September 30, 2022
Granted
Exercised
Forfeited / Canceled
Balance on September 30, 2023
Exercisable on September 30, 2023
Options
Outstanding
Weighted Average
Exercise Price
Weighted Average
Contractual Term (in
years)
Aggregate
Intrinsic Value
(1)
1,790
66
(262)
(41)
1,553
1,062
$17.29
40.59
13.69
20.24
$18.52
$16.24
3.89 $
3.37 $
14,167
11,451
(1) The aggregate intrinsic value represents the total pre-tax intrinsic value, based on our closing stock price of $27.00 as of September 30, 2023, which
would have been received by the option holders had all option holders exercised their options as of that date.
The intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price. The total intrinsic value of all
options exercised during each of the twelve months ended September 30, 2023, 2022 and 2021 was $5.2 million, $20.3 million and $6.5 million,
respectively.
The table below shows the weighted average fair value, which was determined based upon the fair value of each option on the grant date utilizing the
Black-Scholes option-pricing model and the related assumptions:
Weighted average per option grant date fair value
Assumptions used for option grants:
Risk free interest rate
Expected term
Expected volatility
Weighted average volatility
Expected dividend yield
2023
Year ended September 30,
2022
2021
$
19.87 $
10.37 $
6.97
3.50% - 4.15%
6.00 years
46%
46%
0%
1.25% - 3.00%
6.00 years
45% - 46%
46%
0%
0.51% - 1.04%
6.00 years
44% - 46%
45%
0%
The fair value of each option award granted during the periods presented was estimated using the Black-Scholes option valuation model that uses the
assumptions noted in the above table. Expected volatilities are based on the historical volatility of our stock. We use historical data to estimate option
exercise and employee termination information within the valuation model. The expected term of options granted is derived from the vesting period and
historical information and represents the period of time that options granted are expected to be outstanding. The risk-free rate used is the zero-coupon U.S.
Treasury bond rate in effect at the time of the grant whose maturity equals the expected term of the option.
As of September 30, 2023, the total unrecognized compensation cost related to non-vested stock-based compensation arrangements was $4.9 million. The
related weighted average period over which this cost is expected to be recognized was approximately 1.6 years.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. STOCK-BASED COMPENSATION (CONTINUED)
As of September 30, 2023, the weighted average exercise price and remaining life of the stock options were (in thousands, except remaining life and
exercise price):
Options Outstanding
Options Exercisable
Range of Exercise Prices
Options
Outstanding
$9.03 - $11.87
$12.48 - $16.75
$17.10 - $17.94
$18.20 - $21.53
$23.46 - $33.53
$35.84 - $40.66
$41.16 - $41.16
$9.03 - $41.16
295
325
365
273
230
48
17
1,553
Weighted Average
Remaining
Contractual Life (In
Years)
2.16
3.59
3.39
5.23
5.11
6.17
6.12
3.90
Weighted Average
Exercise Price
Number of Shares
Vested
Weighted Average
Exercise Price
$
$
$
$
$
$
$
$
11.37
15.35
17.65
20.86
24.44
40.51
41.16
18.52
288 $
262 $
312 $
105 $
95 $
— $
— $
1,062 $
11.38
15.10
17.70
20.90
24.27
—
—
16.24
The total grant date fair value of shares vested was $4.5 million, $3.0 million and $2.6 million in each of fiscal 2023, 2022 and 2021, respectively.
Non-vested Stock Units
The following table presents a summary of our non-vested restricted stock units as of September 30, 2023 and changes during the twelve months then
ended (in thousands, except per common share amounts):
Nonvested on September 30, 2022
Granted
Vested
Canceled
Nonvested on September 30, 2023
RSUs
PSUs
Number of Awards
Weighted Average
Grant Date Fair
Value
Number of Awards
Weighted Average
Grant Date Fair
Value
742 $
463 $
(296) $
(63) $
846 $
19.14
39.96
17.49
26.65
30.56
27 $
113 $
(5) $
— $
135 $
22.69
40.66
22.93
—
37.72
As of September 30, 2023, the total unrecognized compensation cost related to non-vested restricted stock units and performance stock units was $19.3
million and $3.4 million, respectively. The related weighted average period over which these costs are expected to be recognized was approximately 2.1
years and 1.8 years, respectively.
15. EMPLOYEE BENEFIT PLANS
We currently have a savings and profit sharing plan pursuant to Section 401(k) of the Internal Revenue Code, whereby eligible employees may contribute
up to 25% of their pre-tax earnings subject to certain limits under law.
We provide a match of 100% on the first 3% of each employee’s bi-weekly contribution and a 50% match on the next 2% of each employee’s bi-weekly
contribution. The employer matching contribution was reinstated for all employees after a suspension effective May 3, 2020 and ending on December 31,
2020 in the United States and Canada. We provided matching contributions of $3.4 million for fiscal 2023, $3.1 million for fiscal 2022 and $2.4 million for
fiscal 2021. In addition, we may make contributions to the plan at the discretion of the Board of Directors.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16. COMMITMENTS AND CONTINGENCIES
Leases
We lease certain of our buildings and equipment under noncancelable lease agreements. Please refer to Note 9 to our consolidated financial statements for
additional information.
Litigation
In November 2018, DimOnOff Inc., a company headquartered in Quebec City, Quebec, Canada ("DimOnOff"), which sells control systems in the building
automation and street lighting markets sued us and a former distributor from whom DimOnOff purchased certain Digi products. The suit was brought in the
Superior Court of the Province of Quebec in the District of Quebec (Canada) and alleges certain Digi products it purchased and incorporated into street
lighting systems in a Canadian city were defective causing some of the street lights to malfunction. It alleged damages of just over CAD 1.0 million.
During the second quarter of fiscal 2021, the lawsuit was settled and no payment will be made by us. However, we will be providing DimOnOff reduced
product pricing on a limited number of products for an amount substantially lower than what was claimed in the lawsuit.
Data Logger Solutions, LLC ("Data Loggers") brought suit in Delaware Superior Court against us and our subsidiary Digi SmartSense, LLC in October,
2020. The suit alleges that Data Loggers has not been paid certain commissions it believes it is owed and will continue to be owed under a Reseller
Agreement entered between Data Loggers and TempAlert. SmartSense is the successor of interest of TempAlert and terminated the Reseller Agreement in
2019. Data Loggers claims it is entitled to actual, speculative and punitive damages in connection with its allegations. Digi and SmartSense have made
counterclaims against Data Loggers for breach of contract. Each party has submitted a motion for summary judgement in this case and a hearing is
scheduled for January 2024. Pending a decision on each party’s summary judgement motion, a trial presently is scheduled to commence in February 2024.
We believe we have strong defenses against the allegations asserted by Data Loggers. We intend to defend the matter vigorously; however, there can be no
assurance that we will be successful in such defense. We are unable to estimate the total costs to defend the matter or the potential liability to us in the event
that we are not successful in our defense.
In addition to the matters discussed above, in the normal course of business, we are presently, and expect in the future to be, subject to various claims and
litigation with third parties such as non-practicing intellectual property entities as well as customers, vendors and/or employees. There can be no assurance
that any claims by third parties, if proven to have merit, will not materially adversely affect our business, liquidity or financial condition.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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ITEM 9A. CONTROLS AND PROCEDURES
This Annual Report on Form 10-K includes the certifications attached as Exhibit 31.A and Exhibit 31.B of our Chief Executive Officer and Chief Financial
Officer required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Item 9A includes information concerning
the controls and control evaluations referred to in those certifications.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to provide
reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act) is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the design and
operation of our disclosure controls and procedures as of September 30, 2023. Based on their evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of September 30, 2023, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d - 15(e) under the Security
Exchange Act of 1934, as amended) were effective and provide reasonable assurance on the reliability of our financial reporting and the preparation of
Digi's financial statements for external purposes in accordance with generally accepted accounting principles.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with generally accepted accounting
principles. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control
over financial reporting as of September 30, 2023.
In making this assessment, management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") in Internal Control–Integrated Framework (2013). Based on this assessment, management concluded that Digi's internal control over financial
reporting was effective as of September 30, 2023 based on Internal Control–Integrated Framework (2013) issued by the COSO.
The effectiveness of our internal control over financial reporting as of September 30, 2023 has been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report, which is included herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarterly period ended September 30, 2023 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Digi International Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Digi International Inc. and subsidiaries (the “Company”) as of September 30, 2023, based
on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September
30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
financial statements as of and for the year ended September 30, 2023, of the Company and our report dated November 22, 2023, expressed an unqualified
opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
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; (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; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
November 22, 2023
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ITEM 9B. OTHER INFORMATION
During the three months ended September 30, 2023, no director or officer of the Company adopted, modified or terminated a "Rule 10b5-1 trading
arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated into this item by reference is the information appearing under the headings "Proposal No. 1 - Election of Directors", "Corporate Governance",
"Security Ownership of Principal Stockholders and Management" and, if applicable, "Delinquent Section 16(a) Reports" in our Proxy Statement for our
2024 Annual Meeting of Stockholders we intend to file with the SEC (the "Proxy Statement").
Information about our Executive Officers
As of the date of filing this Form 10-K, the following individuals were executive officers of the Registrant:
Name
Ronald E. Konezny
James J. Loch
Radha Chavali
David H. Sampsell
Terrence G. Schneider
Age
55
51
50
55
57
Position
President and Chief Executive Officer
Executive Vice President, Chief Financial Officer and Treasurer
Senior Vice President, Chief Information Officer
Executive Vice President, Corporate Development, General Counsel and Corporate Secretary
Senior Vice President Supply Chain Management
Ronald E. Konezny has served as a member of our Board of Directors and as our President and Chief Executive Officer since 2014. From 2013 to
December 2014, he served as Vice President, Global Transportation and Logistics at Trimble Navigation Limited, a global provider of navigation and
range-finding equipment and related solutions. From 2011 to 2013, he served as General Manager of Trimble’s Global Transportation and Logistics
division. From 2007 to 2013, he served as Chief Executive Officer of PeopleNet, Inc., a provider of telematics solutions for the transportation industry,
which was acquired by Trimble in 2011. Mr. Konezny founded PeopleNet in 1996 and served in various other roles, including Chief Technology Officer,
Chief Financial Officer and Chief Operating Officer, before serving as its Chief Executive Officer.
James J. Loch has served as Executive Vice President, Chief Financial Officer and Treasurer since January 2022. He previously served as Senior Vice
President, Chief Financial Officer and Treasurer from May 2019 to January 2022. Prior to joining us, Mr. Loch most recently served as Senior Vice
President of Finance and Chief Financial officer of Nilfisk, Inc., a Denmark-owned company based in Minneapolis that manufactures professional cleaning
equipment, from May 2016 to February 2019. From 2015 to 2016, he was an independent consultant focused on projects including due diligence, business
planning, back office reorganization and product research. Previously, he served at Honeywell Building Solutions, a division of Honeywell International,
as Chief Financial Officer (Americas) from 2008 to 2012 and then as Vice President — Sales from 2012 to 2015.
Radha Chavali has served as Senior Vice President and Chief Information Officer since August 2022. Prior to joining us, Ms. Chavali served as Global
Senior Director of Corporate Systems for Donaldson Filtration from May 2017 to August 2022, where she led a large globally distributed team to support
critical systems in operations, finance, procurement, legal, and HR. Previously, she served as the Business Transformation Director at Stratasys from 2015
to May 2017, where she led a multiyear, multimillion dollar digital transformation project to implement a single global ERP platform.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)
David H. Sampsell has served as Executive Vice President, Corporate Development, General Counsel and Corporate Secretary since January 2022. He
previously served as Vice President of Corporate Development, General Counsel and Corporate Secretary from 2015 to January 2022. He had previously
served as Vice President, General Counsel and Corporate Secretary since 2011. Prior to joining us, Mr. Sampsell worked as corporate counsel at ADC
Telecommunications, Inc., a supplier of network infrastructure products and services, from 1999 until 2011. Prior to joining ADC, Mr. Sampsell was an
attorney in private practice with Leonard, Street and Deinard, P.A. from 1996 to 1999 and Moore & Van Allen, PLLC from 1993 to 1996.
Terrence G. Schneider has served as Senior Vice President, Supply Chain Management since January 2022. He previously served as Vice President of
Supply Chain Management from February 2019 to January 2022. From 2016 to February 2019, he served as Vice President of Product Management. Prior
to joining us, Mr. Schneider held several senior-level leadership positions at PeopleNet, Inc. from 2009 to 2011 and the transportation and logistics business
unit of Trimble Navigation Limited, PeopleNet's parent company from 2012 to June 2016 where he served as Vice President Supply Chain.
Code of Ethics/Code of Conduct
We maintain a "Financial Code of Ethics" that applies to our senior financial management, including our principal executive officer, principal financial
officer, controller and other persons performing similar functions. A copy of this financial code of ethics is available on our website (www.digi.com) under
the "Company - Investor Relations - Corporate Governance" caption and is also available in print to any stockholder who requests in writing from our
Corporate Secretary. We intend to satisfy our disclosure obligations regarding any amendment to, or a waiver from, a provision of this financial code of
ethics by posting such information on the same website. We also maintain a "Global Code of Ethics and Business Conduct" that applies to all directors,
officers and employees, a copy of which is available through our website (www.digi.com) under the "Company - Investor Relations - Corporate
Governance" caption. We are not including the information contained on our website as part of, or incorporating it by reference into, this report.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated into this item by reference is the information appearing under the heading "Compensation of Directors," "Executive Compensation," and the
information regarding compensation committee interlocks and insider participation under the heading "Proposal No. 1 - Election of Directors" in our Proxy
Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Incorporated into this item by reference is the information appearing under the headings "Security Ownership of Principal Stockholders and Management"
and "Equity Compensation Plan Information" in our Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Incorporated into this item by reference is the information regarding director independence under the heading "Proposal No. 1 - Election of Directors" and
the information regarding related person transactions under the heading "Related Person Transaction Approval Policy" on our Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated into this item by reference is the information under "Audit and Non-Audit Fees" in our Proxy Statement.
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PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Consolidated Financial Statement and Schedules of Digi (filed as part of this Annual Report on Form 10-K)
1. Consolidated Statements of Operations for fiscal years ended September 30, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income for fiscal years ended September 30, 2023, 2022 and 2021
Consolidated Balance Sheets as of September 30, 2023 and 2022
Consolidated Statements of Cash Flows for fiscal years ended September 30, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for fiscal years ended September 30, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
2. Schedule of Valuation and Qualifying Accounts
3. Report of Independent Registered Certified Public Accounting Firm
(b) Exhibits
Unless otherwise indicated, all documents incorporated into this Annual Report on Form 10-K by reference to a document filed with the SEC are located
under SEC file number 1-34033.
Exhibit Number
Description
2 (a)
3 (a)
3 (b)
4
10 (a)
10 (b)
10 (b)(i)
10 (b)(ii)
10 (c)
10 (c)(i)
10 (d)
10 (d)(i)
10 (d)(ii)
Purchase Agreement dated as of November 1, 2021 by and among Keith Charette, Steven Glaser, The
Keith R. Charette DE Incomplete – Gift Non-Grantor Trust, Ventus Networks, LLC, Ventus Holdings,
LLC, Ventus IP Holdings, LLC, Ventus Wireless Services, Inc., Ventus Wireless CA, Inc., VClipz, Inc.,
and Digi International Inc.* (1)
Restated Certificate of Incorporation, as amended (2)
Amended and Restated By-Laws (3)
Description of Securities
Digi International Inc. Employee Stock Purchase Plan as amended and restated as of December 10,
2019** (4)
Digi International Inc. 2000 Omnibus Stock Plan, as amended and restated as of December 4, 2009**
(5)
Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International
Inc. 2000 Omnibus Stock Plan before January 26, 2010)** (6)
Form of Notice of Grant of Stock Options and Option Agreement (amended form for grants under Digi
International Inc. 2000 Omnibus Stock Plan on or after January 26, 2010 provided Addendum 1A
applies only to certain grants made on and after November 22, 2011)** (7)
Digi International Inc. 2013 Omnibus Incentive Plan** (8)
Form of Notice of Grant of Stock Options and Option Agreement including Addenda to Option
Agreement that may apply to certain grants (for grants under Digi International Inc. 2013 Omnibus
Incentive Plan)** (9)
Digi International Inc. 2014 Omnibus Incentive Plan** (10)
Form of Notice of Grant of Stock Options and Option Agreement including Addenda to Option
Agreement that may apply to certain grants (for grants under Digi International Inc. 2014 Omnibus
Incentive Plan)** (11)
Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.
2014 Omnibus Incentive Plan)** (12)
Method of Filing
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
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Incorporated by
Reference
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
Exhibit Number
Description
Method of Filing
10 (e)
Digi International Inc. 2016 Omnibus Incentive Plan** (13)
10 (e)(i)
10 (e)(ii)
10 (e)(iii)
10 (f)
10 (f)(i)
10 (f)(ii)
10 (f)(iii)
10 (g)
10 (g)(i)
10 (g)(ii)
10 (g)(iii)
10 (g)(iv)
10 (h)
10 (h)(i)
10 (h)(ii)
10 (h)(iii)
10 (h)(iv)
10 (i)
10 (i)(i)
10 (i)(ii)
10 (i)(iii)
10 (i)(iv)
10 (i)(v)
10 (j)
10 (j)(i)
Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.
2016 Omnibus Incentive Plan)** (14)
Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.
2016 Omnibus Incentive Plan)** (15)
Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International
Inc. 2016 Omnibus Incentive Plan)** (16)
Digi International Inc. 2017 Omnibus Incentive Plan** (17)
Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.
2017 Omnibus Incentive Plan)** (18)
Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.
2017 Omnibus Incentive Plan)** (19)
Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International
Inc. 2017 Omnibus Incentive Plan)** (20)
Digi International Inc. 2018 Omnibus Incentive Plan** (21)
Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2018 Omnibus Incentive Plan)** (22)
Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2018 Omnibus Incentive Plan)** (23)
Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2018 Omnibus Incentive Plan)** (24)
Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International
Inc. 2018 Omnibus Incentive Plan)** (25)
Digi International Inc. 2019 Omnibus Incentive Plan** (26)
Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2019 Omnibus Incentive Plan)** (27)
Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2019 Omnibus Incentive Plan)** (28)
Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2019 Omnibus Incentive Plan)** (29)
Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International
Inc. 2019 Omnibus Incentive Plan)** (30)
Digi International Inc. 2020 Omnibus Incentive Plan** (31)
Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2020 Omnibus Incentive Plan)** (32)
Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2020 Omnibus Incentive Plan)** (33)
Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2020 Omnibus Incentive Plan)** (34)
Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi
International Inc. 2020 Omnibus Incentive Plan)** (35)
Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi
International Inc. 2020 Omnibus Incentive Plan)** (36)
Digi International Inc. 2021 Omnibus Incentive Plan**(37)
Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2021 Omnibus Incentive Plan)** (38)
Incorporated by
Reference
Incorporated by
Reference
Incorporated by
Reference
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Reference
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Reference
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Reference
Incorporated by
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Reference
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Reference
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Reference
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Reference
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
Exhibit Number
Description
Method of Filing
10 (j)(ii)
10 (j)(iii)
10 (j)(iv)
10 (j)(v)
10 (j)(vi)
10 (j)(vii)
10 (k)
10 (l)
10 (m)
Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2021 Omnibus Incentive Plan)** (39)
Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.
2021 Omnibus Incentive Plan)** (40)
Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi
International Inc. 2021 Omnibus Incentive Plan)** (41)
Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi
International Inc. 2021 Omnibus Incentive Plan)** (42)
Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International
Inc. 2021 Omnibus Incentive Plan)** (43)
Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International
Inc. 2021 Omnibus Incentive Plan)** (44)
Form of indemnification agreement with directors and officers of the Company** (45)
Employment Agreement between the Company and Ronald E. Konezny dated November 26, 2014**
(46)
Offer letter with David H. Sampsell dated as of April 8, 2011** (47)
10 (n)
Employment Agreement with Kevin C. Riley dated January 23, 2013** (48)
10 (o)
Offer letter with Michael A. Ueland dated September 27, 2016** (49)
10 (p)
Offer letter with Michael A. Ueland dated October 29, 2018** (50)
10 (q)
Offer letter with James J. Loch dated May 1, 2019** (51)
10 (r)
10 (s)
21
23 (a)
23 (b)
24
31 (a)
31 (b)
32
Third Amended and Restated Credit Agreement dated December 22, 2021, by and among Digi
International Inc. as the Borrower, BMO Harris Bank N.A., as the administrative agent and collateral
agent, BMO Capital Markets Corp, as the sole lead arranger and book runner, and other lenders from
time-to-time party thereto. (52)
Digi International Inc. 2021 Omnibus Incentive Plan, as amended and restated (53)
Subsidiaries of the Company
Consent of Grant Thornton LLP
Consent of Deloitte & Touche LLP
Powers of Attorney
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
Section 1350 Certification
73
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Filed Electronically
Filed Electronically
Filed Electronically
Filed Electronically
Filed Electronically
Filed Electronically
Filed Electronically
Table of Contents
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
Exhibit Number
Description
97
101
104
Policy Relating to Recovery of Erroneously Awarded Compensation
The following financial statements from the Annual Report on Form 10-K for the year ended
September 30, 2023, as filed with the Security and Exchange Commission, formatted in iXBRL (Inline
eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Consolidated
Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements
of Cash Flows, (v) Consolidated Statements of Stockholders' Equity, and (vi) Notes to Consolidated
Financial Statements.
The cover page from Digi International Inc.'s Annual Report on Form 10-K for the year ended
September 30, 2023 is formatted in iXBRL (included in Exhibit 101).
Method of Filing
Filed Electronically
Filed Electronically
Filed Electronically
____________________________
* Certain schedules and exhibits have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit
will be furnished to the Securities and Exchange Commission upon request.
** Management compensatory contract or arrangement required to be included as an exhibit to this Annual Report on Form 10-K.
*** Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and
Exchange Commission upon request.
(1) Incorporated by reference to Exhibit 2.1 to Form 8-K filed November 1, 2021.
(2) Incorporated by reference to Exhibit 3(a) to Form 10‑K for the year ended September 30, 1993 (File no. 0‑17972).
(3) Incorporated by reference to Exhibit 3.1 to Form 8-K filed April 30, 2020.
(4) Incorporated by reference to Exhibit 10.a to Form 10-Q filed for the quarter ended March 31, 2020.
(5) Incorporated by reference to Exhibit 10(a) to Form 8-K filed January 29, 2010.
(6) Incorporated by reference to Exhibit 10(o) to Form 10-K for the year ended September 30, 2008.
(7) Incorporated by reference to Exhibit 10(e)(ii) to Form 10-K for the year ended September 30, 2011.
(8) Incorporated by reference to Exhibit 99 to Registration Statement on Form S-8 filed on April 16, 2013.
(9) Incorporated by reference to Exhibit 10(a)(i) to Form 10-Q for the quarter ended March 31, 2013.
(10) Incorporated by reference to Exhibit 99 to Registration Statement on Form S-8 filed on March 12, 2014.
(11) Incorporated by reference to Exhibit 10(b)(i) to Form 10-Q for the quarter ended March 31, 2014.
(12) Incorporated by reference to Exhibit 10(a) to Form 10-Q for the quarter ended June 30, 2014.
(13) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 11, 2015.
(14) Incorporated by reference to Exhibit 10(a)(ii) to Form 10-Q for the quarter ended March 31, 2016.
(15) Incorporated by reference to Exhibit 10(a)(iii) to Form 10-Q for the quarter ended March 31, 2016.
(16) Incorporated by reference to Exhibit 10(a)(iv) to Form 10-Q for the quarter ended March 31, 2016.
(17) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 16, 2016.
(18) Incorporated by reference to Exhibit 10(b)(ii) to Form 10-Q for the quarter ended March 31, 2017.
(19) Incorporated by reference to Exhibit 10(b)(iii) to Form 10-Q for the quarter ended March 31, 2017.
(20) Incorporated by reference to Exhibit 10(b)(iv) to Form 10-Q for the quarter ended March 31, 2017.
(21) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 8, 2017.
(22) Incorporated by reference to Exhibit 10(a)(i) to Form 10-Q for the quarter ended March 31, 2018.
(23) Incorporated by reference to Exhibit 10(a)(ii) to Form 10-Q for the quarter ended March 31, 2018.
(24) Incorporated by reference to Exhibit 10(a)(iii) to Form 10-Q for the quarter ended March 31, 2018.
(25) Incorporated by reference to Exhibit 10(a)(iv) to Form 10-Q for the quarter ended March 31, 2018.
(26) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 14, 2018.
(27) Incorporated by reference to Exhibit 10(a)(i) to Form 10-Q for the quarter ended March 31, 2019.
(28) Incorporated by reference to Exhibit 10(a)(ii) to Form 10-Q for the quarter ended March 31, 2019.
(29) Incorporated by reference to Exhibit 10(a)(iii) to Form 10-Q for the quarter ended March 31, 2019.
(30) Incorporated by reference to Exhibit 10(a)(iv) to Form 10-Q for the quarter ended March 31, 2019.
(31) Incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended March 31, 2020.
(32) Incorporated by reference to Exhibit 10(b)(i) to Form 10-Q for the quarter ended March 31, 2020.
(33) Incorporated by reference to Exhibit 10(b)(ii) to Form 10-Q for the quarter ended March 31, 2020.
(34) Incorporated by reference to Exhibit 10(b)(iii) to Form 10-Q for the quarter ended March 31, 2020.
(35) Incorporated by reference to Exhibit 10(b)(iv) to Form 10-Q for the quarter ended March 31, 2020.
(36) Incorporated by reference to Exhibit 10(b)(v) to Form 10-Q for the quarter ended March 31, 2020.
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(37) Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 4, 2021.
(38) Incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended March 31, 2021.
(39) Incorporated by reference to Exhibit 10(c) to Form 10-Q for the quarter ended March 31, 2021.
(40) Incorporated by reference to Exhibit 10(d) to Form 10-Q for the quarter ended March 31, 2021.
(41) Incorporated by reference to Exhibit 10(e) to Form 10-Q for the quarter ended March 31, 2021.
(42) Incorporated by reference to Exhibit 10(f) to Form 10-Q for the quarter ended March 31, 2021.
(43) Incorporated by reference to Exhibit 10(g) to Form 10-Q for the quarter ended March 31, 2021.
(44) Incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended June 30, 2023.
(45) Incorporated by reference to Exhibit 10 to Form 10‑Q for the quarter ended June 30, 2010.
(46) Incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2014.
(47) Incorporated by reference to Exhibit 10(m) to Form 10-K for the year ended September 30, 2013.
(48) Incorporated by reference to Exhibit 10(a) to Form 10-Q for the quarter ended March 31, 2017.
(49) Incorporated by reference to Exhibit 10(o) to Form 10-K for the year ended September 30, 2019.
(50) Incorporated by reference to Exhibit 10.O to Form 10-K for the year ended September 30, 2018.
(51) Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 10, 2019.
(52) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 23, 2021.
(53) Incorporated by reference to Exhibit 99(a) to the Company's Registration Statement on Form S-8 filed on June 9, 2023.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on November 22, 2023.
DIGI INTERNATIONAL INC.
By: /s/ Ronald E. Konezny
Ronald E. Konezny
President, Chief Executive Officer and Director
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 indicated on November 22, 2023.
By: /s/ Ronald E. Konezny
Ronald E. Konezny
President, Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ James J. Loch
James J. Loch
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
By:*
Satbir Khanuja
Director
By:*
Christopher D. Heim
Director
By:*
Hatem H. Naguib
Director
By:*
Sally J. Smith
Director
By:*
Spiro C. Lazarakis
Director
* Ronald E. Konezny, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the Registrant
pursuant to Powers of Attorney duly executed by such persons.
By: /s/ Ronald E. Konezny
Ronald E. Konezny
Attorney-in-fact
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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
DIGI INTERNATIONAL INC.
(in thousands)
Additions
Description
Valuation allowance - deferred tax assets
September 30, 2023
September 30, 2022
September 30, 2021
Reserve for future credit returns and pricing adjustments
September 30, 2023
September 30, 2022
September 30, 2021
Balance at
beginning of
period
Charged to
costs and
expenses
Charged to
Other
Accounts
Deductions
Balance at
end of period
$
$
$
$
$
$
2,976 $
2,186 $
4,372 $
278 $
790 $
(2,186) $
1,131 $
930 $
1,476 $
20,205 $
17,087 $
15,477 $
— $
— $
— $
— $
— $
— $
—
—
—
20,025
16,886
16,023
$
$
$
$
$
$
3,254
2,976
2,186
1,311
1,131
930
77
Exhibit 21
Subsidiaries of the Company
Name
Accelerated Concepts, Inc.
Accelerated Concepts Pty Ltd.
Digi International Canada Inc.
Digi International GmbH
Digi International (HK) Ltd.
Digi International K.K.
Digi International Ltd
Digi International Spain S.A.
Digi Wireless Singapore Pte. Ltd.
Digi SmartSense, LLC
Opengear, Inc.
Opengear Limited
Opengear Pty Ltd.
Ventus Wireless, LLC
Jurisdiction
Florida, United States
Australia
Ontario, Canada
Germany
Hong Kong
Japan
United Kingdom
Spain
Singapore
Delaware, United States
Utah, United States
England/Wales
Australia
Delaware, United States
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23(a)
We consent to the incorporation by reference in Registration Statements on Form S-3 (File No. 333-253781) and Forms S-8 (File Nos. 333-
144872, 333-169427, 333-169428, 333-187949, 333-194518, 333-194522, 333-209958, 333-218002, 333-225308, 333-231365, 333-238614,
333-256288, 333-264944 and 333-272554) of our reports dated November 22, 2023, relating to the financial statements of Digi International
Inc. and the effectiveness of Digi International Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K
for the year ended September 30, 2023.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
November 22, 2023
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23(b)
We have issued our reports dated November 23, 2022, with respect to the consolidated financial statements and internal control over financial
reporting included in the Annual Report of Digi International Inc. on Form 10-K for the year ended September 30, 2022. We consent to the
incorporation by reference of said reports in this Registration Statements of Digi International Inc. on Form S-3 (File No. 333-253781) and
Forms S-8 (File Nos. 333-144872, 333-169427, 333-169428, 333-194518, 333-194522, 333-209958, 333-218002, 333-225308, 333-231365,
333-256288, 333-238614 333-264944 and 333-272554).
/s/ GRANT THORNTON LLP
Cincinnati, Ohio
November 22, 2023
Exhibit 24
DIGI INTERNATIONAL INC.
Power of Attorney
The undersigned director of Digi International Inc., a Delaware corporation, does hereby make, constitute and appoint James J. Loch and David H.
Sampsell, and either of them, the undersigned’s true and lawful attorney-in-fact and agent, with power of substitution, for the undersigned and in the
undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said corporation to an Annual Report on Form 10-K or
other applicable form for the fiscal year ended September 30, 2023, and all amendments thereto, to be filed by said corporation with the U.S. Securities and
Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection
therewith with the SEC, granting unto said attorneys-in-fact, and either of them, full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 22 day of November, 2023.
nd
/s/ Ronald E. Konezny
Ronald E. Konezny
Exhibit 24
DIGI INTERNATIONAL INC.
Power of Attorney
The undersigned director of Digi International Inc., a Delaware corporation, does hereby make, constitute and appoint Ronald E. Konezny and James J.
Loch, and either of them, the undersigned’s true and lawful attorney-in-fact and agent, with power of substitution, for the undersigned and in the
undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said corporation to an Annual Report on Form 10-K or
other applicable form for the fiscal year ended September 30, 2023, and all amendments thereto, to be filed by said corporation with the U.S. Securities and
Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection
therewith with the SEC, granting unto said attorneys-in-fact, and either of them, full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 22 day of November, 2023.
nd
/s/ Satbir Khanuja
Satbir Khanuja
Exhibit 24
DIGI INTERNATIONAL INC.
Power of Attorney
The undersigned director of Digi International Inc., a Delaware corporation, does hereby make, constitute and appoint Ronald E. Konezny and James J.
Loch, and either of them, the undersigned’s true and lawful attorney-in-fact and agent, with power of substitution, for the undersigned and in the
undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said corporation to an Annual Report on Form 10-K or
other applicable form for the fiscal year ended September 30, 2023, and all amendments thereto, to be filed by said corporation with the U.S. Securities and
Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection
therewith with the SEC, granting unto said attorneys-in-fact, and either of them, full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 22 day of November, 2023.
nd
/s/ Christopher D. Heim
Christopher D. Heim
Exhibit 24
DIGI INTERNATIONAL INC.
Power of Attorney
The undersigned director of Digi International Inc., a Delaware corporation, does hereby make, constitute and appoint Ronald E. Konezny and James J.
Loch, and either of them, the undersigned’s true and lawful attorney-in-fact and agent, with power of substitution, for the undersigned and in the
undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said corporation to an Annual Report on Form 10-K or
other applicable form for the fiscal year ended September 30, 2023, and all amendments thereto, to be filed by said corporation with the U.S. Securities and
Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection
therewith with the SEC, granting unto said attorneys-in-fact, and either of them, full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 22 day of November, 2023.
nd
/s/ Hatem H. Naguib
Hatem H. Naguib
Exhibit 24
DIGI INTERNATIONAL INC.
Power of Attorney
The undersigned director of Digi International Inc., a Delaware corporation, does hereby make, constitute and appoint Ronald E. Konezny and James J.
Loch, and either of them, the undersigned’s true and lawful attorney-in-fact and agent, with power of substitution, for the undersigned and in the
undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said corporation to an Annual Report on Form 10-K or
other applicable form for the fiscal year ended September 30, 2023, and all amendments thereto, to be filed by said corporation with the U.S. Securities and
Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection
therewith with the SEC, granting unto said attorneys-in-fact, and either of them, full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 22 day of November, 2023.
nd
/s/ Sally J. Smith
Sally J. Smith
Exhibit 24
DIGI INTERNATIONAL INC.
Power of Attorney
The undersigned director of Digi International Inc., a Delaware corporation, does hereby make, constitute and appoint Ronald E. Konezny and James J.
Loch, and either of them, the undersigned’s true and lawful attorney-in-fact and agent, with power of substitution, for the undersigned and in the
undersigned’s name, place and stead, to sign and affix the undersigned’s name as such director of said corporation to an Annual Report on Form 10-K or
other applicable form for the fiscal year ended September 30, 2023, and all amendments thereto, to be filed by said corporation with the U.S. Securities and
Exchange Commission, Washington, D.C. (the “SEC”), and to file the same with all exhibits thereto and other supporting documents in connection
therewith with the SEC, granting unto said attorneys-in-fact, and either of them, full power and authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned’s hand this 22 day of November, 2023.
nd
/s/ Spiro C. Lazarakis
Spiro C. Lazarakis
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit No. 31(a)
I, Ronald E. Konezny, certify that:
1. I have reviewed this annual report on Form 10-K of Digi International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal
quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over
financial reporting.
November 22, 2023
/s/ Ronald E. Konezny
Ronald E. Konezny
President, Chief Executive Officer and Director
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit No. 31(b)
I, James J. Loch, certify that:
1. I have reviewed this annual report on Form 10-K of Digi International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal
quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over
financial reporting.
November 22, 2023
/s/ James J. Loch
James J. Loch
Senior Vice President, Chief Financial Officer and Treasurer
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, each of the undersigned certifies that:
(1) The Annual Report on Form 10-K of the Company for the year ended September 30, 2023 (the "Report") fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Exhibit No. 32
November 22, 2023
November 22, 2023
/s/ Ronald E. Konezny
Ronald E. Konezny
President, Chief Executive Officer and Director
/s/ James J. Loch
James J. Loch
Senior Vice President, Chief Financial Officer and Treasurer
DIGI INTERNATIONAL INC.
Mandatory Clawback Policy
Adopted November 7, 2023
A. Policy
The Board of Directors (the “Board”) of Digi International Inc. (the “Company”) believes that it is in the best interests of the
Company and its stockholders to maintain a culture that emphasizes integrity and accountability and that reinforces that pay-for-performance
is a significant component of the Company’s compensation philosophy. The Board has therefore adopted this Mandatory Compensation
Recoupment Policy (this “Policy”) pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),
the U.S. Securities and Exchange Commission (“SEC”) regulations promulgated thereunder, and applicable listing rules of The Nasdaq Stock
Market LLC (“Nasdaq”). Subject to and in accordance with the terms of this Policy, upon a Recoupment Event, each Covered Executive
shall be obligated to return to the Company, reasonably promptly, the amount of Erroneously Awarded Compensation that was received by
such Covered Executive during the Lookback Period.
B. Administration
This Policy is administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”). Any
determinations made by the Committee will be final and binding on all affected individuals.
C. Definitions
1. “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial
reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously
issued financial statements that is (a) material to the previously issued financial statements (commonly referred to as a “Big R”
restatement), or (b) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the
current period (commonly referred to as a “little r” restatement).
2. “Covered Executive” means each of the Company’s current and former Section 16 Officers.
3. “Erroneously Awarded Compensation” means, with respect to each Covered Executive in connection with an Accounting
Restatement, the excess of the amount of Incentive-Based Compensation received by the Covered Executive during the Lookback
Period over the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on
the restated amounts, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total
shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly
from the information in an Accounting Restatement: (a) the amount must be based on a reasonable estimate of the effect of the
Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received;
and (b) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation
to Nasdaq.
4. “Financial Reporting Measures” are any measures that are determined and presented in accordance with the accounting principles
used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures. Stock price
and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the
financial statements or included in a filing with the SEC.
5. “Incentive-Based Compensation” is any compensation that is granted, earned, or vested based wholly or in part upon the attainment
of a Financial Reporting Measure.
6. “Lookback Period” means the three completed fiscal years immediately preceding the Required Restatement Date and any transition
period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three
completed fiscal years.
7. A “Recoupment Event” occurs when the Company is required to prepare an Accounting Restatement.
Page 1 of 5
8. “Required Restatement Date” means the earlier to occur of: (a) the date the Company’s Board, a committee of the Board, or the
officer(s) of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have
concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date a court, regulator, or other legally
authorized body directs the Company to prepare an Accounting Restatement.
9. “Section 16 Officer” is defined as an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.
10. “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and
guidance promulgated thereunder.
D. Amount Subject to Recovery
The Incentive-Based Compensation that is subject to recovery under this Policy includes such compensation that is received by a
Covered Executive (i) on or after October 2, 2023 (even if such Incentive-Based Compensation was approved, awarded or granted prior to
this date), (ii) after the individual began service as a Covered Executive, (iii) if the individual served as a Section 16 Officer at any time
during the performance period for such Incentive-Based Compensation, and (iv) while the Company has a class of securities listed on a
national securities exchange or national securities association.
The amount of Incentive-Based Compensation subject to recovery from a Covered Executive upon a Recoupment Event is the
Erroneously Awarded Compensation, which amount shall be determined by the Committee.
For purposes of this Policy, Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the
Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-
Based Compensation occurs after the end of that period.
E. Recovery of Erroneously Awarded Compensation
Promptly following a Recoupment Event, the Committee will determine the amount of Erroneously Awarded Compensation for each
Covered Executive, and the Company will provide each such Covered Executive with a written notice of such amount and a demand for
repayment or return. Upon receipt of such notice, each affected Covered Executive shall promptly repay or return such Erroneously Awarded
Compensation to the Company.
If such repayment or return is not made within a reasonable time, the Company shall recover Erroneously Awarded Compensation in
a reasonable and prompt manner using any lawful method determined by the Committee; provided that recovery of any Erroneously Awarded
Compensation must be made in compliance with Section 409A.
Page 2 of 5
F. Limited Exceptions
Erroneously Awarded Compensation will be recovered in accordance with this Policy unless the Committee determines that recovery
would be impracticable and one of the following conditions is met:
•
•
the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, provided the
Company has first made a reasonable effort to recover the Erroneously Awarded Compensation; or
the recovery would likely cause a U.S. tax-qualified retirement plan to fail to meet the requirements of Code Sections 401(a)(13)
and 411(a) and the regulations thereunder.
Reliance on any of the above exemptions will further comply with applicable listing standards, including without limitation,
documenting the reason for the impracticability and providing required documentation to Nasdaq.
G. Disclosure Requirements
The Company will file all disclosures with respect to this Policy required by applicable SEC filings and rules or Nasdaq listing rules.
H. No Insurance or Indemnification
Neither the Company nor any of its affiliates or subsidiaries may indemnify any Covered Executive against the loss of any
Erroneously Awarded Compensation (or related expenses incurred by the Covered Executive) pursuant to a recovery of Erroneously Awarded
Compensation under this Policy, nor will the Company nor any of its affiliates or subsidiaries pay or reimburse a Covered Executive for any
insurance premiums on any insurance policy obtained by the Covered Executive to protect against the forfeiture or recovery of any
compensation pursuant to this Policy.
I.
Interpretation
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable
for the administration of this Policy. This Policy shall be applied and interpreted in a manner that is consistent with the requirements of Rule
10D-1 and any applicable regulations, rules or standards adopted by SEC or the rules of any national securities exchange or national
securities association on which the Company’s securities are listed. In the event that this Policy does not meet the requirements of Rule 10D-
1, the SEC regulations promulgated thereunder, or the rules of any national securities exchange or national securities association on which
the Company’s securities are listed, this Policy shall be deemed to be amended to meet such requirements.
J. Amendment; Termination
The Board or the Committee may amend this Policy in its discretion and shall amend this Policy as it deems necessary to comply
with the regulations adopted by the SEC under Rule 10D-1 and the rules of any national securities exchange or national securities association
on which the Company’s securities are listed. The Board or the Committee may terminate this Policy at any time. Notwithstanding anything
herein to the contrary, no amendment or termination of this Policy shall be effective if that amendment or termination would cause the
Company to violate any federal securities laws, SEC rules or the rules of any national securities exchange or national securities association
on which the Company’s securities are listed.
K. Other Recoupment Rights
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be
available to the Company pursuant to the terms of any similar provision in any employment agreement or other compensation plan or
agreement and any other legal remedies available to the Company. This Policy is in addition to any other clawback or compensation recovery,
recoupment or forfeiture policy in effect or that may be adopted by the Company from time to time, or any laws, rules or listing standards
applicable to the Company, including without limitation, the Company’s right to recoup compensation subject to Section 304 of the Sarbanes-
Oxley Act of 2002 and the Company’s Supplemental Compensation Recoupment Policy. To the extent that application of this Policy would
provide for recovery of Erroneously Awarded Compensation that the Company recovers pursuant to another policy or provision, the amount
that is recovered will be credited to the required recovery under this Policy.
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L. Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators
or other legal representatives.
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Acknowledgement to
DIGI INTERNATIONAL INC.
Mandatory Compensation Recoupment Policy
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Digi
International Inc. Mandatory Compensation Recoupment Policy.
________________________________
Signature
________________________________
Printed Name
_________________________________
Date
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