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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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41-1532464
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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9350 Excelsior Blvd., Suite 700
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Hopkins, Minnesota
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55343
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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DGII
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The Nasdaq Stock Market LLC
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Large accelerated filer
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o
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Accelerated filer
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þ
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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Page
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•
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tighter focus on an individual product or product category;
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•
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greater financial, technical and marketing resources;
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•
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barriers to transition to our products;
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•
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higher brand recognition across larger geographic regions;
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•
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more comprehensive product features and functionality;
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•
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longer-standing cooperative relationships with OEM and end-user customers;
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•
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superior customer service capacity and quality;
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•
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longer operating history; and
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•
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larger customer base.
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•
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our ability to put in place the infrastructure to deploy and evolve our solutions effectively and continuously;
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•
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the features and functionality of our offerings relative to competing offerings as well as our ability to market effectively;
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•
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our ability to engage in successful strategic relationships with third parties such as telecommunications carriers, component makers and systems integrators;
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•
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competing effectively for market share; and
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•
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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.
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•
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problems combining the acquired operations, technologies, or products;
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•
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unanticipated costs;
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•
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diversion of management’s attention from our core business;
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•
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difficulties integrating businesses in different countries and cultures;
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•
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effectively implementing internal controls over financial reporting;
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•
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adverse effects on existing business relationships with suppliers and customers;
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•
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risks associated with entering markets in which we have no or limited prior experience; and
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•
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potential loss of key employees, particularly those of the acquired business
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•
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We have not traditionally sold products or services to restaurants, pharmacies, hospitals and other similar businesses, which are a focus for SmartSense by Digi™.
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•
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SmartSense by Digi™ offerings are deployed in part to help assure perishable goods are safely preserved. This presents a potential risk of loss in the event of a malfunction or failure of our offerings.
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•
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Although we have retained several key employees with experience in operating companies we have acquired to date, SmartSense by Digi™ has a limited history with us in a marketplace that is nascent in its development and has numerous competitors. We cannot provide assurances we will be successful in operating and continuing to grow this business.
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•
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Our ability to succeed with the SmartSense by Digi™ offerings 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 this business as the marketplace for products and services evolves to meet the needs and desires of customers.
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Location of Property
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Use of Facility
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Approximate Square Footage
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Ownership or Lease Expiration Date
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Hopkins, MN
(Corporate headquarters)
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Research & development, sales, sales support,
marketing and administration
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59,497
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|
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January 2032
|
|
|
|
|
|
|
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Eden Prairie, MN
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Manufacturing and warehousing
|
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58,000
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Owned
|
|
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|
|
|
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Boston, MA
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Research & development, sales, sales support and marketing
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13,302
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|
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August 2026
|
|
|
|
|
|
|
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Mishawaka, IN
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Sales, technical support and administration
|
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7,829
|
|
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August 2026
|
|
|
|
|
|
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Lindon, UT
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Sales, technical support, research & development and administration
|
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11,986
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|
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December 2020
|
|
|
|
|
|
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Ismaning, Germany
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Sales, sales support and administration
|
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6,878
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|
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September 2022
|
|
|
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Tampa, FL
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Sales, sales support, marketing, research & development, technical support and administration
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6,108
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|
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March 2020
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Period
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Total Number of Shares Purchased (1)
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of a Publicly Announced Program
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Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
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||||||
July 1, 2019 - July 31, 2019
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434
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$
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13.13
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—
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$
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—
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August 1, 2019 - August 31, 2019
|
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1,114
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$
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12.84
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|
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—
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|
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$
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—
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September 1, 2019 - September 30, 2019
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|
—
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|
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$
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—
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|
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—
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|
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$
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—
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Total
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|
1,548
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$
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12.92
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|
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—
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$
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—
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(1)
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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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FY14
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FY15
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FY16
|
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FY17
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FY18
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FY19
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||||||||||||
Digi International Inc.
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$
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100.00
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$
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157.20
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$
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152.00
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|
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$
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141.33
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|
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$
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179.33
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$
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181.60
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Nasdaq U.S. Benchmark TR Index
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$
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100.00
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$
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99.29
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$
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114.41
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$
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135.83
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|
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$
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160.00
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$
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164.75
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Nasdaq Telecommunications Index
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$
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100.00
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$
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92.87
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|
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$
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117.06
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|
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$
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118.42
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|
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$
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122.11
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$
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139.82
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For Fiscal Years Ended September 30,
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2019
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2018
(as adjusted)* |
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2017
(as adjusted)* |
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2016
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2015
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||||||||||
Revenue
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$
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254,203
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$
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226,893
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$
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181,340
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$
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203,005
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$
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203,847
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Gross profit
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$
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119,035
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$
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109,054
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$
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87,233
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$
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99,680
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$
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97,121
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Sales and marketing
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45,801
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44,517
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33,955
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33,847
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37,574
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|||||
Research and development
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37,564
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33,178
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28,566
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30,955
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29,949
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|||||
General and administrative
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25,685
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28,276
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13,331
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17,026
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18,306
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|||||
Restructuring charges, net
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(87
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)
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301
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2,515
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747
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403
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|||||
Operating income
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10,072
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2,782
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8,866
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17,105
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10,889
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|
|||||
Total other income (expense), net (1)
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1,073
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|
|
468
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|
|
684
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|
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(415
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)
|
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2,228
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|
|||||
Income before income taxes
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11,145
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|
|
3,250
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|
|
9,550
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|
|
16,690
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|
|
13,117
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|
|||||
Income tax provision (2)
|
1,187
|
|
|
1,619
|
|
|
147
|
|
|
3,212
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|
|
3,684
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|
|||||
Income from continuing operations
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9,958
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|
|
1,631
|
|
|
9,403
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|
|
13,478
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|
|
9,433
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|
|||||
Income (loss) from discontinued operations, after income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
3,230
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|
|
(2,845
|
)
|
|||||
Net income
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$
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9,958
|
|
|
$
|
1,631
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|
|
$
|
9,403
|
|
|
$
|
16,708
|
|
|
$
|
6,588
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|
|
|
|
|
|
|
|
|
|
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||||||||||
Basic net income (loss) per common share:
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|
|
|
|
|
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||||||||||
Continuing operations
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$
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0.36
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|
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$
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0.06
|
|
|
$
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0.36
|
|
|
$
|
0.52
|
|
|
$
|
0.38
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.13
|
|
|
$
|
(0.12
|
)
|
Net income (3)
|
$
|
0.36
|
|
|
$
|
0.06
|
|
|
$
|
0.36
|
|
|
$
|
0.65
|
|
|
$
|
0.27
|
|
Diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.35
|
|
|
$
|
0.06
|
|
|
$
|
0.35
|
|
|
$
|
0.51
|
|
|
$
|
0.37
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.12
|
|
|
$
|
(0.11
|
)
|
Net income (3)
|
$
|
0.35
|
|
|
$
|
0.06
|
|
|
$
|
0.35
|
|
|
$
|
0.64
|
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data as of September 30,
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (current assets less current liabilities)
|
$
|
148,089
|
|
|
$
|
126,473
|
|
|
$
|
155,911
|
|
|
$
|
171,837
|
|
|
$
|
136,996
|
|
Total assets
|
$
|
398,698
|
|
|
$
|
372,146
|
|
|
$
|
345,696
|
|
|
$
|
336,166
|
|
|
$
|
300,360
|
|
Stockholders' equity
|
$
|
348,978
|
|
|
$
|
330,493
|
|
|
$
|
319,029
|
|
|
$
|
300,029
|
|
|
$
|
274,938
|
|
Book value per common share(stockholders' equity divided by outstanding shares)
|
$
|
12.36
|
|
|
$
|
12.05
|
|
|
$
|
12.01
|
|
|
$
|
11.52
|
|
|
$
|
10.98
|
|
Number of employees as of September 30
|
543
|
|
|
516
|
|
|
514
|
|
|
515
|
|
|
515
|
|
(1)
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Included in total other income (expense), net for fiscal 2015 is a $1.4 million gain from the settlement of a property and casualty insurance claim related to the replacement of our capital equipment destroyed in the fire at our subcontract manufacturer's location in Thailand.
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(2)
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In fiscal 2019, we recorded discrete net tax benefits of $0.5 million, in fiscal 2018 we recorded discrete net tax expense of $1.5 million and in fiscal 2017 we record discrete net tax benefits of $1.0 million (see Note 12 to our consolidated financial statements). In fiscal 2016, we recorded net tax benefits of $1.5 million primarily from the reinstatement of the federal research and development tax credit for calendar year 2015 and the reversal of reserves due to the expiration of statutes of limitations from U.S. and foreign tax jurisdictions. In addition, we filed amended income tax returns resulting in an additional domestic refund related to qualified manufacturing activities. In fiscal 2015, we recorded net tax benefits of $0.8 million resulting from the reinstatement of the research and development tax credit for calendar year 2014, reversal of tax reserves due to the expiration of statute of limitations from U.S. and foreign tax jurisdictions and reversal of tax reserves due to the resolution of tax audits.
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(3)
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Earnings per share are calculated by line item and may not add due to the use of rounded amounts.
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•
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continued growth of our SmartSense by Digi® business that is the base of our IoT solutions segment;
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•
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delivering growth within our IoT Products & Services segment through new product introductions;
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•
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identification of strategic growth initiatives through acquisition; and
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•
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optimizing our reduced fixed cost footprint with third-party manufacturing.
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•
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Consolidated revenue was $254.2 million, an increase of 12.0% over fiscal 2018. This increase was driven by growth in our IoT Solutions segment and incremental revenue from our January 2018 acquisition of Accelerated, as well as increased sales to existing customers and significant new customers and new product introductions. A decrease in sales of our terminal servers in our network product category due to the loss of a significant customer partially offset this increase.
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•
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Consolidated gross profit was $119.0 million, an increase of 9.2% percent over fiscal 2018. This increase was driven by increased revenue and incremental gross profit from our January 2018 acquisition of Accelerated. This increase was partially offset by unfavorable customer and product mix.
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•
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Consolidated operating income was $10.1 million, an increase of 262.0% percent. This increase largely was driven by increased revenue and gain on the sale of our corporate headquarters building, partially offset by an increase in operating expenses due to increased headcount and occupancy expenses.
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•
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Net income was $10.0 million, compared to net income of $1.6 million for fiscal 2018.
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•
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Diluted earnings per share was $0.35, compared to $0.06, an increase of 483.3%.
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•
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Adjusted EBITDA was $26.5 million, or, 10.4% of revenue, compared to $23.4 million or 10.3% of revenue in fiscal 2018.
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•
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Adjusted net income and adjusted income per share was $18.7 million, or $0.65 per diluted share, compared to $16.8 million, or $0.61 per diluted share, an increase of 11.4%.
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•
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We believe the market for IoT products and related services is in the midst of a long-term expansion. We believe our IoT Products & Services business is positioned for modest revenue and profitability growth and that our IoT Solutions business is positioned for more significant revenue growth given the large total addressable market for condition monitoring and asset tracking services that is in earlier stages of adoption.
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•
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As recurring revenue from subscription and device cloud monitoring services becomes a greater portion of our overall revenue, we expect gross margins to increase as the revenue of incremental subscriptions is not offset at the same rate as expected increases in costs associated with implementing new subscribers.
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•
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During fiscal 2018, we restructured our manufacturing operations to become more reliant on third parties. We expect this restructuring will provide increased gross margins over time.
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•
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We expect revenues from our network product offerings within our IoT Products & Services business will decrease over time as many of these products are in the mature phase of their product life cycles.
|
|
|
Year ended September 30,
|
|
% Increase (decrease)
|
|||||
($ in thousands)
|
|
2019
|
|
2018
(as adjusted)* |
|
2019 compared to 2018
|
|||
Revenue
|
|
100.0
|
|
|
100.0
|
|
|
12.0
|
|
Cost of sales
|
|
53.2
|
|
|
51.9
|
|
|
14.7
|
|
Gross profit
|
|
46.8
|
|
|
48.1
|
|
|
9.2
|
|
Operating expenses
|
|
42.8
|
|
|
46.9
|
|
|
2.5
|
|
Operating income
|
|
4.0
|
|
|
1.2
|
|
|
262.0
|
|
Other income (expense), net
|
|
0.4
|
|
|
0.2
|
|
|
129.3
|
|
Income before income taxes
|
|
4.4
|
|
|
1.4
|
|
|
242.9
|
|
Income tax provision
|
|
0.5
|
|
|
0.7
|
|
|
(26.7
|
)
|
Net income
|
|
3.9
|
%
|
|
0.7
|
%
|
|
510.5
|
|
|
|
Year ended September 30,
|
|
|
||||||||||||
($ in thousands)
|
|
2019
|
|
2018
(as adjusted)* |
|
% Increase (decrease)
|
||||||||||
Segment:
|
|
|
|
|
|
|
|
|
|
|
||||||
IoT Products & Services
|
|
$
|
215,287
|
|
|
84.7
|
%
|
|
$
|
201,506
|
|
|
88.8
|
%
|
|
6.8
|
IoT Solutions
|
|
38,916
|
|
|
15.3
|
|
|
25,387
|
|
|
11.2
|
|
|
53.3
|
||
Total revenue
|
|
$
|
254,203
|
|
|
100.0
|
%
|
|
$
|
226,893
|
|
|
100.0
|
%
|
|
12.0
|
•
|
$5.4 million of incremental revenue from Accelerated, which we acquired in January 2018 (see Note 2 to our consolidated financial statements);
|
•
|
increased sales of our RF and embedded product categories due to increased customer demand, some significant new customers and introductions of some new products; and
|
•
|
increased sales of our Digi Remote Manager® and support services.
|
•
|
decreased sales of our terminal servers in our network product category to a significant customer; and
|
•
|
decreased sales of our wireless design services.
|
•
|
new customer deployments and additional product purchases from existing customers.
|
|
|
Year ended September 30,
|
|
Basis point increase (decrease)
|
|||||||||||||
($ in thousands)
|
|
2019
|
|
2018
(as adjusted)* |
|
||||||||||||
Cost of Goods Sold
|
|
|
|
|
|
|
|
|
|
|
|||||||
IoT Products & Services
|
|
$
|
114,765
|
|
|
53.3
|
%
|
|
$
|
103,611
|
|
|
51.4
|
%
|
|
1.9
|
|
IoT Solutions
|
|
20,403
|
|
|
52.4
|
%
|
|
14,228
|
|
|
56.0
|
%
|
|
(3.6
|
)
|
||
Total cost of goods sold
|
|
$
|
135,168
|
|
|
53.2
|
%
|
|
$
|
117,839
|
|
|
51.9
|
%
|
|
1.3
|
|
|
|
Year ended September 30,
|
|
Basis point increase (decrease)
|
|||||||||||||
($ in thousands)
|
|
2019
|
|
2018
(as adjusted)* |
|
||||||||||||
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|||||||
IoT Products & Services
|
|
$
|
100,522
|
|
|
46.7
|
%
|
|
$
|
97,895
|
|
|
48.6
|
%
|
|
(1.9
|
)
|
IoT Solutions
|
|
18,513
|
|
|
47.6
|
%
|
|
11,159
|
|
|
44.0
|
%
|
|
3.6
|
|
||
Total gross profit
|
|
$
|
119,035
|
|
|
46.8
|
%
|
|
$
|
109,054
|
|
|
48.1
|
%
|
|
(1.3
|
)
|
•
|
lower sales of network products, which typically have higher gross margins
|
•
|
increased sales of our Digi Remote Manager® service. As recurring revenue increases and becomes a greater percentage of total revenue, we expect gross margins to increase over time.
|
•
|
improved product pricing and increased recurring revenue from our subscription services.
|
•
|
increased costs from additional site deployments
|
|
|
Year ended September 30,
|
|
|
|
|
||||||||||||||
($ in thousands)
|
|
2019
|
|
2018
(as adjusted)* |
|
$ increase (decrease)
|
|
% Increase (decrease)
|
||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
|
$
|
45,801
|
|
|
18.0
|
|
|
$
|
44,517
|
|
|
19.6
|
|
$
|
1,284
|
|
|
2.9
|
|
Research and development
|
|
37,564
|
|
|
14.8
|
|
|
33,178
|
|
|
14.6
|
|
4,386
|
|
|
13.2
|
|
|||
General and administrative
|
|
25,685
|
|
|
10.1
|
|
|
28,276
|
|
|
12.5
|
|
(2,591
|
)
|
|
(9.2
|
)
|
|||
Restructuring charges, net
|
|
(87
|
)
|
|
—
|
|
|
301
|
|
|
0.1
|
|
(388
|
)
|
|
(128.9
|
)
|
|||
Total operating expenses
|
|
$
|
108,963
|
|
|
42.9
|
|
|
$
|
106,272
|
|
|
46.8
|
|
$
|
2,691
|
|
|
2.5
|
|
•
|
incremental expenses for Accelerated of $2.8 million;
|
•
|
increased employee-related expenses due to additional headcount; and
|
•
|
increased professional fees, occupancy costs and depreciation expenses.
|
•
|
gain on the sale of our corporate headquarters building of $4.4 million; and
|
•
|
a reduction on acquisition expense of $1.3 million.
|
|
|
Year ended September 30,
|
|
|
|
|
||||||||||||||
($ in thousands)
|
|
2019
|
|
2018
(as adjusted)* |
|
$ increase (decrease)
|
|
% Increase (decrease)
|
||||||||||||
Other income, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
$
|
733
|
|
|
0.3
|
|
|
$
|
445
|
|
|
0.2
|
|
|
$
|
288
|
|
|
64.7
|
Interest expense
|
|
(102
|
)
|
|
(0.1
|
)
|
|
(25
|
)
|
|
—
|
|
|
(77
|
)
|
|
308.0
|
|||
Other income, net
|
|
442
|
|
|
0.2
|
|
|
48
|
|
|
—
|
|
|
394
|
|
|
820.8
|
|||
Total other income, net
|
|
$
|
1,073
|
|
|
0.4
|
|
|
$
|
468
|
|
|
0.2
|
|
|
$
|
605
|
|
|
129.3
|
•
|
increased interest income of $0.3 million, driven by higher levels of marketable securities, cash and cash equivalents in fiscal 2019 and higher average interest rates; and
|
•
|
a $0.4 million increase other income, net primarily related to an increase in foreign currency gains mostly related to the Euro.
|
|
Fiscal years ended September 30,
|
||||||||||||
|
2019
|
|
2018
(as adjusted)* |
||||||||||
|
|
|
% of total
revenue |
|
|
|
% of total
revenue |
||||||
Total revenue
|
$
|
254,203
|
|
|
100.0
|
%
|
|
$
|
226,893
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
9,958
|
|
|
3.9
|
%
|
|
$
|
1,631
|
|
|
0.7
|
%
|
Interest income, net
|
(631
|
)
|
|
|
|
(420
|
)
|
|
|
||||
Income tax expense
|
1,187
|
|
|
|
|
1,619
|
|
|
|
||||
Depreciation and amortization
|
13,396
|
|
|
|
|
12,784
|
|
|
|
||||
Stock-based compensation
|
5,655
|
|
|
|
|
4,854
|
|
|
|
||||
Gain on sale of building
|
(4,396
|
)
|
|
|
|
—
|
|
|
|
||||
Restructuring (reversal) charge
|
(87
|
)
|
|
|
|
301
|
|
|
|
||||
Acquisition expense
|
1,390
|
|
|
|
|
2,670
|
|
|
|
||||
Adjusted EBITDA
|
$
|
26,472
|
|
|
10.4
|
%
|
|
$
|
23,439
|
|
|
10.3
|
%
|
|
Fiscal years ended September 30,
|
||||||||||||||
|
2019
|
|
2018
(as adjusted)* |
||||||||||||
Net income and net income per diluted share
|
$
|
9,958
|
|
|
$
|
0.35
|
|
|
$
|
1,631
|
|
|
$
|
0.06
|
|
Amortization
|
8,818
|
|
|
0.31
|
|
|
9,435
|
|
|
0.34
|
|
||||
Stock-based compensation
|
5,655
|
|
|
0.20
|
|
|
4,854
|
|
|
0.18
|
|
||||
Other non-operating income
|
(442
|
)
|
|
(0.02
|
)
|
|
(48
|
)
|
|
—
|
|
||||
Acquisition expense
|
1,390
|
|
|
0.05
|
|
|
2,670
|
|
|
0.10
|
|
||||
Acquisition earn-out adjustments
|
1,191
|
|
|
0.04
|
|
|
1,376
|
|
|
0.05
|
|
||||
Restructuring (reversal) charge
|
(87
|
)
|
|
—
|
|
|
301
|
|
|
0.01
|
|
||||
Gain on sale of building
|
(4,396
|
)
|
|
(0.15
|
)
|
|
—
|
|
|
—
|
|
||||
Tax effect from above net income adjustments
|
(2,844
|
)
|
|
(0.10
|
)
|
|
(4,982
|
)
|
|
(0.18
|
)
|
||||
Discrete tax (benefits) expense (1)
|
(549
|
)
|
|
(0.02
|
)
|
|
1,538
|
|
|
0.06
|
|
||||
Adjusted net income and adjusted net income per diluted share (2)
|
$
|
18,694
|
|
|
$
|
0.65
|
|
|
$
|
16,775
|
|
|
$
|
0.61
|
|
Diluted weighted average common shares
|
|
|
28,554
|
|
|
|
|
27,652
|
|
(1)
|
For the twelve months ended September 30, 2019, discrete tax (benefits) expense primarily includes reversals of tax reserves due to the expiration of statutes of limitation. For the twelve months ended September 30, 2018, discrete tax (benefits) expense primarily includes one-time adjustments for the re-measurement of deferred tax assets and the impact of ASU 2016-09 relating to the accounting for the tax effects of stock compensation. This was partially offset by net tax benefits for the release of a valuation allowance against U.S. federal capital loss carryforward related to the expected gains tax in fiscal 2019 as a result of the sale of our Corporate Headquarters building in October 2019 and reversals of tax reserves due to the expiration of statutes of limitation and certain domestic tax credits.
|
(2)
|
Adjusted net income per diluted share may not add due to the use of rounded numbers.
|
|
|
Year ended September 30,
|
||||||
($ in thousands)
|
|
2019
|
|
2018
(as adjusted)* |
||||
Operating activities
|
|
$
|
28,964
|
|
|
$
|
(2,778
|
)
|
Investing activities
|
|
5,511
|
|
|
(23,337
|
)
|
||
Financing activities
|
|
1,113
|
|
|
5,827
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(810
|
)
|
|
80
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
34,778
|
|
|
$
|
(20,208
|
)
|
•
|
positive changes in net working capital of $27.2 million. Working capital improved primarily due to increased inventory in the prior fiscal year resulting from our manufacturing transition and strategic purchases of finished goods; and
|
•
|
increased net income of $8.3 million, partially offset by non-cash adjustments of $3.8 million. This primarily is related to the gain on the sale of our corporate headquarters building.
|
•
|
no acquisition of a business in fiscal 2019;
|
•
|
proceeds from the sale of our corporate headquarters building in the current fiscal year; and
|
•
|
a partial offset to these gains from a decrease in proceeds from marketable securities, proceeds from the disposition of businesses in the prior fiscal year and increased purchases of property, equipment and improvements (mostly related to the build-out of our new corporate headquarters space).
|
•
|
contingent consideration payments to the former shareholders of Accelerated, FreshTemp and Bluenica in fiscal 2019; and
|
•
|
decreases in proceeds from exercises of stock options and employee stock plan transactions from the prior fiscal year.
|
|
|
Payments due by fiscal period
|
||||||||||||||||||
($ in thousands)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
Thereafter
|
||||||||||
Operating leases
|
|
$
|
22,997
|
|
|
$
|
2,596
|
|
|
$
|
4,889
|
|
|
$
|
4,151
|
|
|
$
|
11,361
|
|
•
|
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.
|
|
Fiscal year ended September 30,
|
||||||||||
|
2019
|
|
2018
(as adjusted)* |
|
2017
(as adjusted)* |
||||||
|
(in thousands, except per common share data)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Product
|
$
|
224,530
|
|
|
$
|
201,737
|
|
|
$
|
169,425
|
|
Service
|
29,673
|
|
|
25,156
|
|
|
11,915
|
|
|||
Total revenue
|
254,203
|
|
|
226,893
|
|
|
181,340
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
Cost of product
|
118,855
|
|
|
104,639
|
|
|
87,512
|
|
|||
Cost of service
|
13,350
|
|
|
10,329
|
|
|
5,151
|
|
|||
Amortization
|
2,963
|
|
|
2,871
|
|
|
1,444
|
|
|||
Total cost of sales
|
135,168
|
|
|
117,839
|
|
|
94,107
|
|
|||
Gross profit
|
119,035
|
|
|
109,054
|
|
|
87,233
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
45,801
|
|
|
44,517
|
|
|
33,955
|
|
|||
Research and development
|
37,564
|
|
|
33,178
|
|
|
28,566
|
|
|||
General and administrative
|
25,685
|
|
|
28,276
|
|
|
13,331
|
|
|||
Restructuring charge
|
(87
|
)
|
|
301
|
|
|
2,515
|
|
|||
Total operating expenses
|
108,963
|
|
|
106,272
|
|
|
78,367
|
|
|||
Operating income
|
10,072
|
|
|
2,782
|
|
|
8,866
|
|
|||
Other income, net:
|
|
|
|
|
|
||||||
Interest income
|
733
|
|
|
445
|
|
|
656
|
|
|||
Interest expense
|
(102
|
)
|
|
(25
|
)
|
|
(48
|
)
|
|||
Other income, net
|
442
|
|
|
48
|
|
|
76
|
|
|||
Total other income, net
|
1,073
|
|
|
468
|
|
|
684
|
|
|||
Income before income taxes
|
11,145
|
|
|
3,250
|
|
|
9,550
|
|
|||
Income tax provision
|
1,187
|
|
|
1,619
|
|
|
147
|
|
|||
Net income
|
$
|
9,958
|
|
|
$
|
1,631
|
|
|
$
|
9,403
|
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.36
|
|
|
$
|
0.06
|
|
|
$
|
0.36
|
|
Diluted
|
$
|
0.35
|
|
|
$
|
0.06
|
|
|
$
|
0.35
|
|
Weighted average common shares:
|
|
|
|
|
|
||||||
Basic
|
27,905
|
|
|
27,083
|
|
|
26,432
|
|
|||
Diluted
|
28,554
|
|
|
27,652
|
|
|
27,099
|
|
|
Fiscal years ended September 30,
|
||||||||||
|
2019
|
|
2018
(as adjusted)* |
|
2017
(as adjusted)* |
||||||
|
(in thousands)
|
||||||||||
Net income
|
$
|
9,958
|
|
|
$
|
1,631
|
|
|
$
|
9,403
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(2,003
|
)
|
|
(865
|
)
|
|
2,041
|
|
|||
Change in net unrealized gain (loss) on investments
|
19
|
|
|
(31
|
)
|
|
(14
|
)
|
|||
Less income tax (expense) benefit
|
(5
|
)
|
|
6
|
|
|
5
|
|
|||
Reclassification of realized loss on investments included in net income (1)
|
—
|
|
|
31
|
|
|
—
|
|
|||
Less income tax benefit (2)
|
—
|
|
|
(8
|
)
|
|
—
|
|
|||
Other comprehensive (loss) income, net of tax
|
(1,989
|
)
|
|
(867
|
)
|
|
2,032
|
|
|||
Comprehensive income
|
$
|
7,969
|
|
|
$
|
764
|
|
|
$
|
11,435
|
|
(1)
|
Recorded in Other income, net in our Consolidated Statements of Operations.
|
(2)
|
Recorded in Income tax provision in our Consolidated Statements of Operations.
|
|
As of September 30,
|
||||||
|
2019
|
|
2018
(as adjusted)* |
||||
|
(in thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
92,792
|
|
|
$
|
58,014
|
|
Marketable securities
|
—
|
|
|
4,736
|
|
||
Accounts receivable, net
|
56,417
|
|
|
49,819
|
|
||
Inventories
|
39,764
|
|
|
41,644
|
|
||
Other current assets
|
3,574
|
|
|
2,613
|
|
||
Assets held for sale
|
—
|
|
|
5,220
|
|
||
Total current assets
|
192,547
|
|
|
162,046
|
|
||
Property, equipment and improvements, net
|
13,857
|
|
|
8,354
|
|
||
Identifiable intangible assets, net
|
30,667
|
|
|
39,320
|
|
||
Goodwill
|
153,422
|
|
|
154,535
|
|
||
Deferred tax assets
|
7,330
|
|
|
6,600
|
|
||
Other non-current assets
|
875
|
|
|
1,291
|
|
||
Total assets
|
$
|
398,698
|
|
|
$
|
372,146
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
21,183
|
|
|
$
|
12,911
|
|
Accrued compensation
|
8,733
|
|
|
8,190
|
|
||
Unearned revenue
|
5,025
|
|
|
3,177
|
|
||
Contingent consideration on acquired businesses
|
5,407
|
|
|
5,890
|
|
||
Other current liabilities
|
4,110
|
|
|
5,405
|
|
||
Total current liabilities
|
44,458
|
|
|
35,573
|
|
||
Income taxes payable
|
1,192
|
|
|
851
|
|
||
Deferred tax liabilities
|
261
|
|
|
334
|
|
||
Contingent consideration on acquired businesses
|
—
|
|
|
4,175
|
|
||
Other non-current liabilities
|
3,809
|
|
|
720
|
|
||
Total liabilities
|
49,720
|
|
|
41,653
|
|
||
Commitments and Contingencies (see Notes 16 & 17)
|
|
|
|
||||
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; 34,608,003 and 33,812,838 shares issued
|
346
|
|
|
338
|
|
||
Additional paid-in capital
|
266,567
|
|
|
255,936
|
|
||
Retained earnings
|
161,919
|
|
|
151,961
|
|
||
Accumulated other comprehensive loss
|
(25,515
|
)
|
|
(23,526
|
)
|
||
Treasury stock, at cost, 6,367,428 and 6,385,336 shares
|
(54,339
|
)
|
|
(54,216
|
)
|
||
Total stockholders’ equity
|
348,978
|
|
|
330,493
|
|
||
Total liabilities and stockholders’ equity
|
$
|
398,698
|
|
|
$
|
372,146
|
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
|
2019
|
|
2018
(as adjusted)* |
|
2017
(as adjusted)* |
||||||
Operating activities:
|
|
(in thousands)
|
||||||||||
Net income
|
|
$
|
9,958
|
|
|
$
|
1,631
|
|
|
$
|
9,403
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation of property, equipment and improvements
|
|
4,578
|
|
|
3,349
|
|
|
2,968
|
|
|||
Amortization of identifiable intangible assets
|
|
8,818
|
|
|
9,435
|
|
|
2,597
|
|
|||
Stock-based compensation
|
|
5,655
|
|
|
4,854
|
|
|
4,659
|
|
|||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
—
|
|
|
(326
|
)
|
|||
Deferred income tax benefit
|
|
(799
|
)
|
|
(376
|
)
|
|
(2,086
|
)
|
|||
(Gain) loss on sale of property, equipment and improvements
|
|
(4,392
|
)
|
|
(622
|
)
|
|
25
|
|
|||
Change in fair value of contingent consideration
|
|
1,190
|
|
|
1,377
|
|
|
(4,364
|
)
|
|||
Provision for bad debt and product returns
|
|
635
|
|
|
1,120
|
|
|
361
|
|
|||
Provision for inventory obsolescence
|
|
1,874
|
|
|
2,056
|
|
|
1,850
|
|
|||
Other, net
|
|
(156
|
)
|
|
368
|
|
|
2,481
|
|
|||
Changes in operating assets and liabilities (net of acquisitions):
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(6,589
|
)
|
|
(16,004
|
)
|
|
833
|
|
|||
Inventories
|
|
(1,062
|
)
|
|
(11,344
|
)
|
|
(4,904
|
)
|
|||
Other assets
|
|
(866
|
)
|
|
(1,412
|
)
|
|
562
|
|
|||
Income taxes
|
|
(103
|
)
|
|
697
|
|
|
(3
|
)
|
|||
Accounts payable
|
|
8,232
|
|
|
2,728
|
|
|
(3,536
|
)
|
|||
Accrued expenses
|
|
1,991
|
|
|
(635
|
)
|
|
(8,045
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
28,964
|
|
|
(2,778
|
)
|
|
2,475
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Purchase of marketable securities
|
|
—
|
|
|
—
|
|
|
(61,964
|
)
|
|||
Proceeds from maturities of marketable securities
|
|
4,750
|
|
|
32,032
|
|
|
87,105
|
|
|||
Proceeds from sale of business
|
|
—
|
|
|
2,000
|
|
|
3,000
|
|
|||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
(56,258
|
)
|
|
(30,111
|
)
|
|||
Proceeds from sale of property and equipment
|
|
10,096
|
|
|
731
|
|
|
—
|
|
|||
Purchase of property, equipment, improvements and certain other intangible assets
|
|
(9,335
|
)
|
|
(1,842
|
)
|
|
(1,773
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
5,511
|
|
|
(23,337
|
)
|
|
(3,743
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Acquisition earn-out payments
|
|
(3,748
|
)
|
|
—
|
|
|
(518
|
)
|
|||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
—
|
|
|
326
|
|
|||
Proceeds from stock option plan transactions
|
|
4,874
|
|
|
5,460
|
|
|
3,502
|
|
|||
Proceeds from employee stock purchase plan transactions
|
|
1,058
|
|
|
1,115
|
|
|
685
|
|
|||
Repurchase of common stock
|
|
(1,071
|
)
|
|
(748
|
)
|
|
(938
|
)
|
|||
Net cash provided by financing activities
|
|
1,113
|
|
|
5,827
|
|
|
3,057
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(810
|
)
|
|
80
|
|
|
706
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
34,778
|
|
|
(20,208
|
)
|
|
2,495
|
|
|||
Cash and cash equivalents, beginning of period
|
|
58,014
|
|
|
78,222
|
|
|
75,727
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
92,792
|
|
|
$
|
58,014
|
|
|
$
|
78,222
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
1
|
|
Income taxes paid, net
|
|
$
|
2,048
|
|
|
$
|
1,235
|
|
|
$
|
2,129
|
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Accrual for capitalized intangible asset
|
|
$
|
—
|
|
|
$
|
(78
|
)
|
|
$
|
(36
|
)
|
Transfer of inventory to property, equipment and improvements
|
|
$
|
(1,064
|
)
|
|
$
|
(2,159
|
)
|
|
$
|
(421
|
)
|
Liability related to acquisition of business
|
|
$
|
—
|
|
|
$
|
(2,300
|
)
|
|
$
|
(1,310
|
)
|
For fiscal years ended September 30, 2019, 2018 and 2017
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
Total
|
||||||||||||||
|
|
Common Stock
|
|
Treasury Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Stockholders’
|
||||||||||||||||||
|
|
Shares
|
|
Par Value
|
|
Shares
|
|
Value
|
|
Capital
|
|
Earnings*
|
|
Loss
|
|
Equity
|
||||||||||||||
Balances, September 30, 2016
|
|
32,471
|
|
|
$
|
325
|
|
|
6,431
|
|
|
$
|
(54,209
|
)
|
|
$
|
237,492
|
|
|
$
|
141,112
|
|
|
$
|
(24,691
|
)
|
|
$
|
300,029
|
|
Cumulative-effect adjustment from adoption of ASU 2014-09
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
—
|
|
|
(152
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,403
|
|
|
—
|
|
|
9,403
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,032
|
|
|
2,032
|
|
||||||
Employee stock purchase plan issuances
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
614
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
685
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
78
|
|
|
(938
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(938
|
)
|
||||||
Issuance of stock under stock award plans
|
|
537
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
3,497
|
|
|
—
|
|
|
—
|
|
|
3,502
|
|
||||||
Tax impact from equity awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,659
|
|
|
—
|
|
|
—
|
|
|
4,659
|
|
||||||
Balances, September 30, 2017
|
|
33,008
|
|
|
330
|
|
|
6,437
|
|
|
(54,533
|
)
|
|
245,528
|
|
|
150,363
|
|
|
(22,659
|
)
|
|
319,029
|
|
||||||
Cumulative-effect adjustment from adoption of ASU 2016-09
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
(33
|
)
|
|
—
|
|
|
19
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,631
|
|
|
—
|
|
|
1,631
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(867
|
)
|
|
(867
|
)
|
||||||
Employee stock purchase plan issuances
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
1,065
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
1,115
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
74
|
|
|
(748
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(748
|
)
|
||||||
Issuance of stock under stock award plans
|
|
805
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
5,452
|
|
|
—
|
|
|
—
|
|
|
5,460
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,854
|
|
|
—
|
|
|
—
|
|
|
4,854
|
|
||||||
Balances, September 30, 2018
|
|
33,813
|
|
|
338
|
|
|
6,385
|
|
|
(54,216
|
)
|
|
255,936
|
|
|
151,961
|
|
|
(23,526
|
)
|
|
330,493
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,958
|
|
|
—
|
|
|
9,958
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,989
|
)
|
|
(1,989
|
)
|
||||||
Employee stock purchase plan issuances
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
948
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
1,058
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
93
|
|
|
(1,071
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,071
|
)
|
||||||
Issuance of stock under stock award plans
|
|
795
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
4,866
|
|
|
—
|
|
|
—
|
|
|
4,874
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,655
|
|
|
—
|
|
|
—
|
|
|
5,655
|
|
||||||
Balances, September 30, 2019
|
|
34,608
|
|
|
$
|
346
|
|
|
6,367
|
|
|
$
|
(54,339
|
)
|
|
$
|
266,567
|
|
|
$
|
161,919
|
|
|
$
|
(25,515
|
)
|
|
$
|
348,978
|
|
•
|
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.
|
|
Fiscal year ended September 30,
|
||||||||||
|
2019
|
|
2018
(as adjusted)* |
|
2017
(as adjusted)* |
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
9,958
|
|
|
$
|
1,631
|
|
|
$
|
9,403
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator basic net income per common share — weighted average shares outstanding
|
27,905
|
|
|
27,083
|
|
|
26,432
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock units
|
649
|
|
|
569
|
|
|
667
|
|
|||
Denominator diluted net income per common share — adjusted weighted average shares
|
28,554
|
|
|
27,652
|
|
|
27,099
|
|
|||
|
|
|
|
|
|
||||||
Net income per common share, basic
|
$
|
0.36
|
|
|
$
|
0.06
|
|
|
$
|
0.36
|
|
Net income per common share, diluted
|
$
|
0.35
|
|
|
$
|
0.06
|
|
|
$
|
0.35
|
|
•
|
we have not disclosed the remaining transaction price for reporting periods prior to the first quarter of fiscal 2019;
|
•
|
for completed contracts that have variable consideration, we will use the as-invoiced amount for all of our time and materials contracts and contracts relating to Digi Remote Manager® in instances where the contracts do not include free service; and
|
•
|
we will expense incremental costs of obtaining a contract when incurred if the amortization period of the asset is one year or less.
|
|
|
Fiscal year ended September 30, 2018
|
||||||||||
(in thousands, except per common share data)
|
|
As Reported
|
|
Impact of Adoption*
|
|
As Adjusted
|
||||||
Revenue
|
|
$
|
228,366
|
|
|
$
|
(1,473
|
)
|
|
$
|
226,893
|
|
Cost of sales
|
|
119,483
|
|
|
(1,644
|
)
|
|
117,839
|
|
|||
Gross profit
|
|
108,883
|
|
|
171
|
|
|
109,054
|
|
|||
Operating expenses
|
|
106,561
|
|
|
(289
|
)
|
|
106,272
|
|
|||
Operating income
|
|
$
|
2,322
|
|
|
$
|
460
|
|
|
$
|
2,782
|
|
Net income
|
|
$
|
1,303
|
|
|
$
|
328
|
|
|
$
|
1,631
|
|
Diluted earnings per share
|
|
$
|
0.05
|
|
|
$
|
0.01
|
|
|
$
|
0.06
|
|
|
|
Fiscal year ended September 30, 2017
|
||||||||||
(in thousands, except per common share data)
|
|
As Reported
|
|
Impact of Adoption*
|
|
As Adjusted
|
||||||
Revenue
|
|
$
|
181,634
|
|
|
$
|
(294
|
)
|
|
$
|
181,340
|
|
Cost of sales
|
|
94,460
|
|
|
(353
|
)
|
|
94,107
|
|
|||
Gross profit
|
|
87,174
|
|
|
59
|
|
|
87,233
|
|
|||
Operating expenses
|
|
78,367
|
|
|
—
|
|
|
78,367
|
|
|||
Operating income
|
|
$
|
8,807
|
|
|
$
|
59
|
|
|
$
|
8,866
|
|
Net income
|
|
$
|
9,366
|
|
|
$
|
37
|
|
|
$
|
9,403
|
|
Diluted earnings per share
|
|
$
|
0.35
|
|
|
$
|
—
|
|
|
$
|
0.35
|
|
|
|
September 30, 2018
|
||||||||||
(in thousands)
|
|
As Reported
|
|
Impact of Adoption
|
|
As Adjusted
|
||||||
Accounts receivable, net
|
|
$
|
50,817
|
|
|
$
|
(998
|
)
|
|
$
|
49,819
|
|
Property, equipment and improvements, net
|
|
$
|
6,270
|
|
|
$
|
2,084
|
|
|
$
|
8,354
|
|
Deferred tax assets
|
|
$
|
6,665
|
|
|
$
|
(65
|
)
|
|
$
|
6,600
|
|
Unearned revenue current
|
|
$
|
2,579
|
|
|
$
|
598
|
|
|
$
|
3,177
|
|
Other non-current liabilities
|
|
$
|
510
|
|
|
$
|
210
|
|
|
$
|
720
|
|
Retained earnings
|
|
$
|
151,748
|
|
|
$
|
213
|
|
|
$
|
151,961
|
|
|
|
September 30, 2017
|
||||||||||
(in thousands)
|
|
As Reported
|
|
Impact of Adoption
|
|
As Adjusted
|
||||||
Accounts receivable, net
|
|
$
|
28,855
|
|
|
$
|
—
|
|
|
$
|
28,855
|
|
Property, equipment and improvements, net
|
|
$
|
12,801
|
|
|
$
|
440
|
|
|
$
|
13,241
|
|
Deferred tax assets
|
|
$
|
9,211
|
|
|
$
|
67
|
|
|
$
|
9,278
|
|
Unearned revenue current
|
|
$
|
1,343
|
|
|
$
|
469
|
|
|
$
|
1,812
|
|
Other non-current liabilities
|
|
$
|
654
|
|
|
$
|
153
|
|
|
$
|
807
|
|
Retained earnings
|
|
$
|
150,478
|
|
|
$
|
(115
|
)
|
|
$
|
150,363
|
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||||||||||
|
Gross
carrying
amount
|
|
Accum.
amort.
|
|
Net
|
|
Gross
carrying
amount
|
|
Accum.
amort.
|
|
Net
|
||||||||||||
Purchased and core technology
|
$
|
57,699
|
|
|
$
|
(50,986
|
)
|
|
$
|
6,713
|
|
|
$
|
58,102
|
|
|
$
|
(48,693
|
)
|
|
$
|
9,409
|
|
License agreements
|
102
|
|
|
(74
|
)
|
|
28
|
|
|
102
|
|
|
(46
|
)
|
|
56
|
|
||||||
Patents and trademarks
|
14,577
|
|
|
(11,970
|
)
|
|
2,607
|
|
|
15,701
|
|
|
(12,242
|
)
|
|
3,459
|
|
||||||
Customer relationships
|
46,315
|
|
|
(25,266
|
)
|
|
21,049
|
|
|
46,605
|
|
|
(21,049
|
)
|
|
25,556
|
|
||||||
Non-compete agreements
|
600
|
|
|
(330
|
)
|
|
270
|
|
|
600
|
|
|
(210
|
)
|
|
390
|
|
||||||
Order backlog
|
1,800
|
|
|
(1,800
|
)
|
|
—
|
|
|
1,800
|
|
|
(1,350
|
)
|
|
450
|
|
||||||
Total
|
$
|
121,093
|
|
|
$
|
(90,426
|
)
|
|
$
|
30,667
|
|
|
$
|
122,910
|
|
|
$
|
(83,590
|
)
|
|
$
|
39,320
|
|
Fiscal year
|
Total
|
||
2019
|
$
|
8,818
|
|
2018
|
$
|
9,435
|
|
2017
|
$
|
2,597
|
|
Fiscal year
|
Total
|
||
2020
|
$
|
8,277
|
|
2021
|
$
|
7,434
|
|
2022
|
$
|
6,590
|
|
2023
|
$
|
4,392
|
|
2024
|
$
|
3,689
|
|
|
Fiscal years ended September 30,
|
||||||||||
|
IoT
Products and Services
|
|
IoT
Solutions
|
|
Total
|
||||||
Balance on September 30, 2017
|
$
|
98,981
|
|
|
$
|
33,014
|
|
|
$
|
131,995
|
|
Acquisitions
|
5,663
|
|
|
17,553
|
|
|
23,216
|
|
|||
Foreign currency translation adjustment
|
(286
|
)
|
|
(390
|
)
|
|
(676
|
)
|
|||
Balance on September 30, 2018
|
$
|
104,358
|
|
|
$
|
50,177
|
|
|
$
|
154,535
|
|
Foreign currency translation adjustment
|
(839
|
)
|
|
(274
|
)
|
|
(1,113
|
)
|
|||
Balance at September 30, 2019
|
$
|
103,519
|
|
|
$
|
49,903
|
|
|
$
|
153,422
|
|
•
|
Cellular routers and gateways;
|
•
|
Radio frequency ("RF") products which include our Digi XBee® modules as well as other RF solutions;
|
•
|
Embedded products which include Digi Connect® and Rabbit® embedded systems on module and single board computers;
|
•
|
Network products which include console and serial servers and USB connected products;
|
•
|
Digi Wireless Design Services;
|
•
|
Digi Remote Manager®; and
|
•
|
Digi Support Services which offers various levels of technical services for development assistance, consulting and training.
|
|
Fiscal years ended September 30,
|
||||||||||
|
2019
|
|
2018
(as adjusted)* |
|
2017
(as adjusted)* |
||||||
Revenue
|
|
|
|
|
|
||||||
IoT Products & Services
|
$
|
215,287
|
|
|
$
|
201,506
|
|
|
$
|
174,237
|
|
IoT Solutions
|
38,916
|
|
|
25,387
|
|
|
7,103
|
|
|||
Total revenue
|
$
|
254,203
|
|
|
$
|
226,893
|
|
|
$
|
181,340
|
|
Operating income (loss)
|
|
|
|
|
|
||||||
IoT Products & Services
|
$
|
18,674
|
|
|
$
|
14,923
|
|
|
$
|
12,804
|
|
IoT Solutions
|
(8,602
|
)
|
|
(12,141
|
)
|
|
(3,938
|
)
|
|||
Total operating income
|
$
|
10,072
|
|
|
$
|
2,782
|
|
|
$
|
8,866
|
|
Depreciation and amortization
|
|
|
|
|
|
||||||
IoT Products & Services
|
$
|
6,102
|
|
|
$
|
6,040
|
|
|
$
|
3,575
|
|
IoT Solutions
|
7,294
|
|
|
6,744
|
|
|
1,990
|
|
|||
Total depreciation and amortization
|
$
|
13,396
|
|
|
$
|
12,784
|
|
|
$
|
5,565
|
|
|
Fiscal years ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
IoT Products & Services
|
$
|
8,863
|
|
|
$
|
1,773
|
|
|
$
|
1,738
|
|
IoT Solutions
|
472
|
|
|
69
|
|
|
35
|
|
|||
Total expended for property, plant and equipment
|
$
|
9,335
|
|
|
$
|
1,842
|
|
|
$
|
1,773
|
|
|
|
As of September 30,
|
||||||
|
|
2019
|
|
2018
(as adjusted)* |
||||
IoT Products & Services
|
|
$
|
215,651
|
|
|
$
|
209,574
|
|
IoT Solutions
|
|
90,255
|
|
|
99,822
|
|
||
Unallocated**
|
|
92,792
|
|
|
62,750
|
|
||
Total assets
|
|
$
|
398,698
|
|
|
$
|
372,146
|
|
|
|
As of September 30,
|
||||||
|
|
2019
|
|
2018
(as adjusted)* |
||||
United States
|
|
$
|
13,400
|
|
|
$
|
8,240
|
|
International, primarily Europe
|
|
457
|
|
|
114
|
|
||
Total net property, equipment and improvements
|
|
$
|
13,857
|
|
|
$
|
8,354
|
|
|
As of September 30,
|
||||||
|
2019
|
|
2018
(as adjusted)* |
||||
Accounts receivable, net:
|
|
|
|
||||
Accounts receivable
|
$
|
60,062
|
|
|
$
|
53,164
|
|
Less allowance for doubtful accounts
|
968
|
|
|
785
|
|
||
Less reserve for future returns and pricing adjustments
|
2,677
|
|
|
2,560
|
|
||
Total accounts receivable, net
|
$
|
56,417
|
|
|
$
|
49,819
|
|
|
|
|
|
||||
Inventories:
|
|
|
|
||||
Raw materials
|
$
|
12,308
|
|
|
$
|
22,047
|
|
Work in process
|
565
|
|
|
525
|
|
||
Finished goods
|
26,891
|
|
|
19,072
|
|
||
Total inventories
|
$
|
39,764
|
|
|
$
|
41,644
|
|
|
|
|
|
||||
Property, equipment and improvements, net:
|
|
|
|
||||
Land
|
$
|
570
|
|
|
$
|
570
|
|
Buildings
|
2,338
|
|
|
2,338
|
|
||
Improvements
|
7,646
|
|
|
1,698
|
|
||
Equipment
|
17,440
|
|
|
15,803
|
|
||
Purchased software
|
4,030
|
|
|
3,966
|
|
||
Furniture and fixtures
|
2,963
|
|
|
3,350
|
|
||
Subscriber assets
|
3,750
|
|
|
2,673
|
|
||
Total property, equipment and improvements, gross
|
38,737
|
|
|
30,398
|
|
||
Less accumulated depreciation and amortization
|
24,880
|
|
|
22,044
|
|
||
Total property, equipment and improvements, net
|
$
|
13,857
|
|
|
$
|
8,354
|
|
|
Amortized
Cost (1)
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value (1)
|
||||||||
Current marketable securities:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
4,756
|
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
$
|
4,736
|
|
Total marketable securities
|
$
|
4,756
|
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
$
|
4,736
|
|
(1)
|
Included in amortized cost and fair value is purchased and accrued interest of $6.
|
|
September 30, 2018
|
||||||||||||||
|
Less than 12 Months
|
|
More than 12 Months
|
||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||
Certificates of deposit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,736
|
|
|
$
|
(20
|
)
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,736
|
|
|
$
|
(20
|
)
|
|
|
Fiscal year ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Fair value at beginning of period
|
|
$
|
10,065
|
|
|
$
|
6,388
|
|
Purchase price contingent consideration
|
|
—
|
|
|
2,300
|
|
||
Contingent consideration payments
|
|
(5,848
|
)
|
|
—
|
|
||
Change in fair value of contingent consideration
|
|
1,190
|
|
|
1,377
|
|
||
Fair value at end of period
|
|
$
|
5,407
|
|
|
$
|
10,065
|
|
|
Balance at
|
|
Warranties
|
|
Settlements
|
|
Balance at
|
||||||||
Fiscal year
|
October 1
|
|
issued
|
|
made
|
|
September 30
|
||||||||
2019
|
$
|
1,172
|
|
|
$
|
305
|
|
|
$
|
(465
|
)
|
|
$
|
1,012
|
|
2018
|
$
|
987
|
|
|
$
|
759
|
|
|
$
|
(574
|
)
|
|
$
|
1,172
|
|
2017
|
$
|
1,033
|
|
|
$
|
679
|
|
|
$
|
(725
|
)
|
|
$
|
987
|
|
|
Manufacturing Transition
|
|
2017 Restructuring
|
|
|
||||||||||
|
Employee Termination Costs
|
|
Employee Termination Costs
|
|
Other
|
|
Total
|
||||||||
Balance at September 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charge
|
—
|
|
|
2,258
|
|
|
257
|
|
|
2,515
|
|
||||
Payments
|
—
|
|
|
(845
|
)
|
|
(141
|
)
|
|
(986
|
)
|
||||
Foreign currency fluctuation
|
—
|
|
|
115
|
|
|
12
|
|
|
127
|
|
||||
Balance at September 30, 2017
|
$
|
—
|
|
|
$
|
1,528
|
|
|
$
|
128
|
|
|
$
|
1,656
|
|
Restructuring charge
|
504
|
|
|
—
|
|
|
—
|
|
|
504
|
|
||||
Payments
|
(357
|
)
|
|
(1,035
|
)
|
|
(161
|
)
|
|
(1,553
|
)
|
||||
Reversals
|
—
|
|
|
(244
|
)
|
|
41
|
|
|
(203
|
)
|
||||
Foreign currency fluctuation
|
—
|
|
|
44
|
|
|
5
|
|
|
49
|
|
||||
Balance at September 30, 2018
|
$
|
147
|
|
|
$
|
293
|
|
|
$
|
13
|
|
|
$
|
453
|
|
Payments
|
(108
|
)
|
|
(233
|
)
|
|
(18
|
)
|
|
(359
|
)
|
||||
Reversals
|
(39
|
)
|
|
(53
|
)
|
|
5
|
|
|
(87
|
)
|
||||
Foreign currency fluctuation
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||
Balance at September 30, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal years ended September 30,
|
||||||||||
($ in thousands)
|
2019
|
|
2018
(as adjusted)* |
|
2017
(as adjusted)* |
||||||
North America, primarily the United States
|
$
|
184,022
|
|
|
$
|
161,924
|
|
|
$
|
117,455
|
|
Europe, Middle East & Africa
|
39,896
|
|
|
39,211
|
|
|
39,403
|
|
|||
Rest of world
|
30,285
|
|
|
25,758
|
|
|
24,482
|
|
|||
Total revenue
|
$
|
254,203
|
|
|
$
|
226,893
|
|
|
$
|
181,340
|
|
|
Fiscal years ended September 30,
|
||||||||||
($ in thousands)
|
2019
|
|
2018
(as adjusted)* |
|
2017
(as adjusted)* |
||||||
Transferred at a point in time
|
$
|
231,387
|
|
|
$
|
212,448
|
|
|
$
|
176,567
|
|
Transferred over time
|
22,816
|
|
|
14,445
|
|
|
4,773
|
|
|||
Total revenue
|
$
|
254,203
|
|
|
$
|
226,893
|
|
|
$
|
181,340
|
|
|
|
Fiscal year ended
September 30, |
||
($ in thousands)
|
|
2019
|
||
Unearned revenue, beginning of period*
|
|
$
|
3,933
|
|
Billings
|
|
43,071
|
|
|
Revenue recognized
|
|
(41,979
|
)
|
|
Unearned revenue, end of period
|
|
$
|
5,025
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
2019
|
|
2018
(as adjusted)* |
|
2017
(as adjusted)* |
||||||
United States
|
$
|
7,981
|
|
|
$
|
(2,427
|
)
|
|
$
|
5,229
|
|
International
|
3,164
|
|
|
5,677
|
|
|
4,321
|
|
|||
Income before income taxes
|
$
|
11,145
|
|
|
$
|
3,250
|
|
|
$
|
9,550
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
2019
|
|
2018
(as adjusted)* |
|
2017
(as adjusted)* |
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
950
|
|
|
$
|
526
|
|
|
$
|
312
|
|
State
|
290
|
|
|
57
|
|
|
165
|
|
|||
Foreign
|
746
|
|
|
1,412
|
|
|
1,756
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S.
|
(825
|
)
|
|
(536
|
)
|
|
(1,432
|
)
|
|||
Foreign
|
26
|
|
|
160
|
|
|
(654
|
)
|
|||
Income tax provision
|
$
|
1,187
|
|
|
$
|
1,619
|
|
|
$
|
147
|
|
|
As of September 30,
|
||||||
|
2019
|
|
2018
(as adjusted)* |
||||
Non-current deferred tax asset
|
$
|
7,330
|
|
|
$
|
6,600
|
|
Non-current deferred tax liability
|
(261
|
)
|
|
(334
|
)
|
||
Net deferred tax asset
|
$
|
7,069
|
|
|
$
|
6,266
|
|
|
|
|
|
||||
Depreciation and amortization
|
$
|
(480
|
)
|
|
$
|
(856
|
)
|
Inventories
|
536
|
|
|
740
|
|
||
Compensation costs
|
3,675
|
|
|
3,388
|
|
||
Other accruals
|
3,870
|
|
|
1,422
|
|
||
Tax credit carryforwards
|
4,911
|
|
|
7,063
|
|
||
Valuation allowance
|
(3,810
|
)
|
|
(3,291
|
)
|
||
Identifiable intangible assets
|
(1,633
|
)
|
|
(2,298
|
)
|
||
Other
|
—
|
|
|
98
|
|
||
Net deferred tax asset
|
$
|
7,069
|
|
|
$
|
6,266
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
2019
|
|
2018
(as adjusted)* |
|
2017
(as adjusted)* |
||||||
Statutory income tax amount
|
$
|
2,341
|
|
|
$
|
809
|
|
|
$
|
3,249
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
||||||
State taxes, net of federal benefits
|
196
|
|
|
(71
|
)
|
|
124
|
|
|||
Manufacturing deduction
|
—
|
|
|
(364
|
)
|
|
(150
|
)
|
|||
Transaction costs
|
—
|
|
|
79
|
|
|
—
|
|
|||
Employee stock purchase plan
|
59
|
|
|
56
|
|
|
79
|
|
|||
Foreign operations
|
225
|
|
|
318
|
|
|
(142
|
)
|
|||
Non-deductible executive compensation
|
171
|
|
|
27
|
|
|
—
|
|
|||
Change in valuation allowance
|
520
|
|
|
(994
|
)
|
|
77
|
|
|||
Utilization of research and development tax credits
|
(2,112
|
)
|
|
(1,971
|
)
|
|
(1,405
|
)
|
|||
One-time transition tax
|
—
|
|
|
250
|
|
|
—
|
|
|||
Deferred balance sheet remeasure
|
9
|
|
|
2,727
|
|
|
—
|
|
|||
ASU 2016-09 excess stock compensation
|
(56
|
)
|
|
643
|
|
|
—
|
|
|||
Contingent consideration
|
250
|
|
|
388
|
|
|
(1,172
|
)
|
|||
Changes from provision to return
|
(511
|
)
|
|
(554
|
)
|
|
(196
|
)
|
|||
Adjustment of tax contingency reserves
|
146
|
|
|
193
|
|
|
(370
|
)
|
|||
Other, net
|
(51
|
)
|
|
83
|
|
|
53
|
|
|||
Income tax provision
|
$
|
1,187
|
|
|
$
|
1,619
|
|
|
$
|
147
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefits at beginning of fiscal year
|
$
|
1,561
|
|
|
$
|
1,335
|
|
|
$
|
1,708
|
|
Increases related to:
|
|
|
|
|
|
||||||
Prior year income tax positions
|
9
|
|
|
39
|
|
|
21
|
|
|||
Current year income tax positions
|
314
|
|
|
315
|
|
|
257
|
|
|||
Decreases related to:
|
|
|
|
|
|
||||||
Prior year income tax positions
|
(34
|
)
|
|
—
|
|
|
—
|
|
|||
Expiration of statute of limitations
|
(137
|
)
|
|
(128
|
)
|
|
(651
|
)
|
|||
Unrecognized tax benefits at end of fiscal year
|
$
|
1,713
|
|
|
$
|
1,561
|
|
|
$
|
1,335
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of sales
|
$
|
174
|
|
|
$
|
195
|
|
|
$
|
213
|
|
Sales and marketing
|
1,708
|
|
|
1,492
|
|
|
1,348
|
|
|||
Research and development
|
996
|
|
|
516
|
|
|
656
|
|
|||
General and administrative
|
2,777
|
|
|
2,651
|
|
|
2,442
|
|
|||
Stock-based compensation before income taxes
|
5,655
|
|
|
4,854
|
|
|
4,659
|
|
|||
Income tax benefit
|
(1,174
|
)
|
|
(1,017
|
)
|
|
(1,536
|
)
|
|||
Stock-based compensation after income taxes
|
$
|
4,481
|
|
|
$
|
3,837
|
|
|
$
|
3,123
|
|
|
|
Options Outstanding
|
|
Weighted Average Exercised Price
|
|
Weighted Average Contractual Term (in years)
|
|
Aggregate Intrinsic Value (1)
|
|||
Balance at September 30, 2018
|
|
3,526
|
|
|
$10.49
|
|
|
|
|
||
Granted
|
|
736
|
|
|
12.01
|
|
|
|
|
||
Exercised
|
|
(540
|
)
|
|
9.02
|
|
|
|
|
||
Forfeited / Canceled
|
|
(374
|
)
|
|
12.39
|
|
|
|
|
||
Balance at September 30, 2019
|
|
3,348
|
|
|
$10.85
|
|
4.0
|
|
$
|
9,295
|
|
|
|
|
|
|
|
|
|
|
|||
Exercisable at September 30, 2019
|
|
2,209
|
|
|
$16.45
|
|
3.2
|
|
$
|
7,027
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted average per option grant date fair value
|
$
|
4.48
|
|
|
$
|
3.98
|
|
|
$
|
4.63
|
|
Assumptions used for option grants:
|
|
|
|
|
|
||||||
Risk free interest rate
|
1.60% - 2.93%
|
|
2.12% - 2.89%
|
|
1.46% - 1.96%
|
||||||
Expected term
|
6.00 years
|
|
6.00 years
|
|
6.00 years
|
||||||
Expected volatility
|
33% - 35%
|
|
33% - 34%
|
|
33% - 34%
|
||||||
Weighted average volatility
|
34%
|
|
33%
|
|
34%
|
||||||
Expected dividend yield
|
0%
|
|
0%
|
|
0%
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Exercise Prices
|
|
Options Outstanding
|
|
Weighted Average Remaining Contractual Life (In Years)
|
|
Weighted Average Exercise Price
|
|
Number of Shares Vested
|
|
Weighted Average Exercise Price
|
||||||
$7.40 - $9.03
|
|
533
|
|
|
3.28
|
|
$
|
8.20
|
|
|
524
|
|
|
$
|
8.18
|
|
$9.04 - $9.95
|
|
507
|
|
|
2.37
|
|
$
|
9.65
|
|
|
460
|
|
|
$
|
9.64
|
|
$9.96 - $10.40
|
|
481
|
|
|
5.17
|
|
$
|
10.34
|
|
|
215
|
|
|
$
|
10.34
|
|
$10.41 - $11.23
|
|
649
|
|
|
3.56
|
|
$
|
10.94
|
|
|
416
|
|
|
$
|
10.78
|
|
$11.24 - $12.63
|
|
676
|
|
|
4.85
|
|
$
|
12.09
|
|
|
329
|
|
|
$
|
12.31
|
|
$12.64 - $13.76
|
|
491
|
|
|
4.87
|
|
$
|
13.57
|
|
|
254
|
|
|
$
|
13.50
|
|
$13.77 - $14.75
|
|
11
|
|
|
1.82
|
|
$
|
14.75
|
|
|
11
|
|
|
$
|
14.75
|
|
$7.40 - $14.75
|
|
3,348
|
|
|
4.01
|
|
$
|
10.85
|
|
|
2,209
|
|
|
$
|
10.45
|
|
|
Number of Awards
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at September 30, 2018
|
674
|
|
|
$
|
11.05
|
|
Granted
|
626
|
|
|
$
|
11.89
|
|
Vested
|
(255
|
)
|
|
$
|
10.45
|
|
Canceled
|
(157
|
)
|
|
$
|
12.04
|
|
Nonvested at September 30, 2019
|
888
|
|
|
$
|
11.65
|
|
Fiscal year
|
|
Amount
|
||
2020
|
|
$
|
2,596
|
|
2021
|
|
2,575
|
|
|
2022
|
|
2,314
|
|
|
2023
|
|
2,056
|
|
|
2024
|
|
2,095
|
|
|
Thereafter
|
|
11,361
|
|
|
Total minimum payments required
|
|
$
|
22,997
|
|
|
Fiscal year ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total rental expense
|
$
|
2,947
|
|
|
$
|
1,735
|
|
|
$
|
1,342
|
|
|
Quarter ended
|
||||||||||||||
|
Dec. 31
|
|
March 31
|
|
June 30
|
|
Sept. 30
|
||||||||
Fiscal 2019
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
62,313
|
|
|
$
|
65,764
|
|
|
$
|
61,166
|
|
|
$
|
64,960
|
|
Gross profit
|
$
|
29,783
|
|
|
$
|
30,329
|
|
|
$
|
28,328
|
|
|
$
|
30,595
|
|
Net income (1)
|
$
|
4,682
|
|
|
$
|
1,342
|
|
|
$
|
1,648
|
|
|
$
|
2,286
|
|
Net income per common share - basic
|
$
|
0.17
|
|
|
$
|
0.05
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
Net income per common share - diluted
|
$
|
0.17
|
|
|
$
|
0.05
|
|
|
$
|
0.06
|
|
|
$
|
0.08
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2018 (as adjusted) (2)
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
44,955
|
|
|
$
|
54,548
|
|
|
$
|
62,272
|
|
|
$
|
65,118
|
|
Gross profit
|
$
|
21,959
|
|
|
$
|
26,834
|
|
|
$
|
29,648
|
|
|
$
|
30,613
|
|
Net (loss) income (1)
|
$
|
(4,487
|
)
|
|
$
|
(126
|
)
|
|
$
|
2,904
|
|
|
$
|
3,340
|
|
Net (loss) income per common share - basic
|
$
|
(0.17
|
)
|
|
$
|
—
|
|
|
$
|
0.11
|
|
|
$
|
0.12
|
|
Net (loss) income per common share - diluted
|
$
|
(0.17
|
)
|
|
$
|
—
|
|
|
$
|
0.10
|
|
|
$
|
0.12
|
|
(1)
|
During fiscal 2019, we recorded a discrete tax benefit of $0.1 million in the first quarter of fiscal 2019 resulting from reversal of income tax reserves due to the expiration of the statutes of limitation as well as excess tax benefits recognized on stock compensation. In the second quarter of fiscal 2019 we recorded a discrete tax benefit of $0.2 million related to the recording of federal and state net operating losses as well as the reversal of income tax reserves due to the expiration of the statutes of limitation. In the third quarter of fiscal 2019, we recorded a discrete tax benefit of $0.3 million from reversal of income tax reserves due to the expiration of the statutes of limitation as well as adjustments from the filing of the federal and foreign income tax returns.
|
(2)
|
Prior period information has been restated for the adoption of ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which we adopted on October 1, 2018.
|
Name
|
|
Age
|
|
Position
|
Ronald E. Konezny
|
|
51
|
|
President and Chief Executive Officer
|
James J. Loch
|
|
47
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Kevin C. Riley
|
|
58
|
|
President, IoT Solutions
|
Tracy L. Roberts
|
|
57
|
|
Vice President of Technology Services
|
David H. Sampsell
|
|
51
|
|
Vice President of Corporate Development, General Counsel and Corporate Secretary
|
Terrence G. Schneider
|
|
53
|
|
Vice President Supply Chain Management
|
Michael A. Ueland
|
|
51
|
|
President, IoT Products and Services
|
(a) Consolidated Financial Statement and Schedules of the Company (filed as part of this Annual Report on Form 10-K)
|
|
|
|
1.
|
Consolidated Statements of Operations for fiscal years ended September 30, 2019, 2018 and 2017
|
|
|
|
Consolidated Statements of Comprehensive Income for fiscal years ended September 30, 2019, 2018 and 2017
|
|
|
|
Consolidated Balance Sheets as of September 30, 2019 and 2018
|
|
|
|
Consolidated Statements of Cash Flows for fiscal years ended September 30, 2019, 2018 and 2017
|
|
|
|
Consolidated Statements of Stockholders’ Equity for fiscal years ended September 30, 2019, 2018 and 2017
|
|
|
|
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
|
|
Method of Filing
|
||
|
|
|
|
|
|
|
2
|
|
(a)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
3
|
|
(a)
|
|
Restated Certificate of Incorporation of the Company, as amended (2)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
3
|
|
(b)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
Filed Electronically
|
|
|
|
|
|
|
|
|
10
|
|
(a)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(b)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(b)(i)
|
|
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)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(b)(ii)
|
|
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)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(c)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(c)(i)
|
|
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)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(d)
|
|
|
Incorporated by Reference
|
|
10
|
|
(d)(i)
|
|
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)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(d)(ii)
|
|
Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc. 2014 Omnibus Incentive Plan)** (12)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
||
|
|
|
|
|
|
|
10
|
|
(e)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(e)(i)
|
|
Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc. 2016 Omnibus Incentive Plan)** (14)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(e)(ii)
|
|
Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc. 2016 Omnibus Incentive Plan)** (15)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(e)(iii)
|
|
Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2016 Omnibus Incentive Plan)** (16)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(f)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(f)(i)
|
|
Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc. 2017 Omnibus Incentive Plan)** (18)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(f)(ii)
|
|
Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc 2017 Omnibus Incentive Plan)** (19)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(f)(iii)
|
|
Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2017 Omnibus Incentive Plan)** (20)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(g)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(g)(i)
|
|
Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2018 Omnibus Incentive Plan)** (22)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(g)(ii)
|
|
Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2018 Omnibus Incentive Plan)** (23)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(g)(iii)
|
|
Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2018 Omnibus Incentive Plan)** (24)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(g)(iv)
|
|
Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2018 Omnibus Incentive Plan)** (25)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(h)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(h)(i)
|
|
Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2019 Omnibus Incentive Plan)** (27)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(h)(ii)
|
|
Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2019 Omnibus Incentive Plan)** (28)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(h)(iii)
|
|
Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2019 Omnibus Incentive Plan)** (29)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(h)(iv)
|
|
Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2019 Omnibus Incentive Plan)** (30)
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10
|
|
(i)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(j)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(k)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(l)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
||
|
|
|
|
|
|
|
10
|
|
(m)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(n)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(o)
|
|
|
Filed Electronically
|
|
|
|
|
|
|
|
|
10
|
|
(p)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
10
|
|
(q)
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
Filed Electronically
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
Filed Electronically
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
Filed Electronically
|
|
|
|
|
|
|
|
|
31
|
|
(a)
|
|
|
Filed Electronically
|
|
|
|
|
|
|
|
|
31
|
|
(b)
|
|
|
Filed Electronically
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
Filed Electronically
|
|
|
|
|
|
|
|
|
101
|
|
|
|
The following financial statements from the Annual Report on Form 10-K for the year ended September 30, 2019: (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.
|
|
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.
|
(1)
|
Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on October 25, 2017.
|
(2)
|
Incorporated by reference to Exhibit 3(a) to the Company’s Form 10‑K for the year ended September 30, 1993 (File no. 0‑17972).
|
(3)
|
Incorporated by reference to Exhibit 3(b) to the Company's Form 8-K dated August 28, 2017.
|
(4)
|
Incorporated by reference to Exhibit 99 to the Company's Registration Statement on Form S-8 filed on March 12, 2014 (File no. 333‑194522).
|
(5)
|
Incorporated by reference to Exhibit 10(a) to the Company's Form 8-K filed on January 29, 2010.
|
(6)
|
Incorporated by reference to Exhibit 10(o) to the Company's Form 10-K for the year ended September 30, 2008.
|
(7)
|
Incorporated by reference to Exhibit 10(e)(ii) to the Company's Form 10-K for the year ended September 30, 2011.
|
(8)
|
Incorporated by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 filed on April 16, 2013 (File no. 333-187949).
|
(9)
|
Incorporated by reference to Exhibit 10(a)(i) to the Company’s Form 10-Q for the quarter ended March 31, 2013.
|
(10)
|
Incorporated by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 filed on March 12, 2014 (File no. 333‑194518).
|
(11)
|
Incorporated by reference to Exhibit 10(b)(i) to the Company’s Form 10-Q for the quarter ended March 31, 2014.
|
(12)
|
Incorporated by reference to Exhibit 10(a) to the Company’s Form 10-Q for the quarter ended June 30, 2014.
|
(13)
|
Incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed December 11, 2015.
|
(14)
|
Incorporated by reference to Exhibit 10(a)(ii) to the Company’s Form 10-Q for the quarter ended March 31, 2016.
|
(15)
|
Incorporated by reference to Exhibit 10(a)(iii) to the Company’s Form 10-Q for the quarter ended March 31, 2016.
|
(16)
|
Incorporated by reference to Exhibit 10(a)(iv) to the Company’s Form 10-Q for the quarter ended March 31, 2016.
|
(17)
|
Incorporated by reference to Appendix A to the Company's definitive proxy statement on Schedule 14A filed December 16, 2016.
|
(18)
|
Incorporated by reference to Exhibit 10(b)(ii) to the Company's Form 10-Q for the quarter ended March 31, 2017.
|
(19)
|
Incorporated by reference to Exhibit 10(b)(iii) to the Company's Form 10-Q for the quarter ended March 31, 2017.
|
(20)
|
Incorporated by reference to Exhibit 10(b)(iv) to the Company's Form 10-Q for the quarter ended March 31, 2017.
|
(21)
|
Incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed December 8, 2017.
|
(22)
|
Incorporated by reference to Exhibit 10(a)(i) to the Company's Form 10-Q for the quarter ended March 31, 2018.
|
(23)
|
Incorporated by reference to Exhibit 10(a)(ii) to the Company's Form 10-Q for the quarter ended March 31, 2018.
|
(24)
|
Incorporated by reference to Exhibit 10(a)(iii) to the Company's Form 10-Q for the quarter ended March 31, 2018.
|
(25)
|
Incorporated by reference to Exhibit 10(a)(iv) to the Company's Form 10-Q for the quarter ended March 31, 2018.
|
(26)
|
Incorporated by reference to Appendix A to the Company's definitive proxy statement on Schedule 14A filed December 14, 2018.
|
(27)
|
Incorporated by reference to Exhibit 10(a)(i) to the Company's Form 10-Q for the quarter ended March 31, 2019.
|
(28)
|
Incorporated by reference to Exhibit 10(a)(ii) to the Company's Form 10-Q for the quarter ended March 31, 2019.
|
(29)
|
Incorporated by reference to Exhibit 10(a)(iii) to the Company's Form 10-Q for the quarter ended March 31, 2019.
|
(30)
|
Incorporated by reference to Exhibit 10(a)(iv) to the Company's Form 10-Q for the quarter ended March 31, 2019.
|
(31)
|
Incorporated by reference to Exhibit 10 to the Company’s Form 10‑Q for the quarter ended June 30, 2010.
|
(32)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated December 3, 2014.
|
(33)
|
Incorporated by reference to Exhibit 10(l) to the Company's Form 10-K for the year ended September 30, 2013.
|
(34)
|
Incorporated by reference to Exhibit 10(m) to the Company's Form 10-K for the year ended September 30, 2013.
|
(35)
|
Incorporated by reference to Exhibit 10(a) to the Company's Form 10-Q for the quarter ended March 31, 2017.
|
(36)
|
Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed June 15, 2018.
|
(37)
|
Incorporated by reference to Exhibit 10.O to the Company's Form 10-K filed November 21, 2018.
|
(38)
|
Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed May 10, 2019.
|
|
DIGI INTERNATIONAL INC.
|
|
By: /s/ Ronald E. Konezny
Ronald E. Konezny
President, Chief Executive Officer and Director
|
|
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
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||
Description
|
|
Balance at beginning of period
|
|
Charged to costs and expenses
|
|
Charged to Other Accounts
|
|
|
Deductions
|
|
|
Balance at end of period
|
||||||||||
Valuation allowance - deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2019
|
|
$
|
3,291
|
|
|
$
|
529
|
|
|
$
|
—
|
|
|
|
$
|
10
|
|
|
|
$
|
3,810
|
|
September 30, 2018
|
|
$
|
5,952
|
|
|
$
|
521
|
|
|
$
|
—
|
|
|
|
$
|
3,182
|
|
|
|
$
|
3,291
|
|
September 30, 2017
|
|
$
|
5,914
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
|
$
|
98
|
|
|
|
$
|
5,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation account - doubtful accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2019 (1)
|
|
$
|
785
|
|
|
$
|
635
|
|
|
$
|
—
|
|
|
|
$
|
452
|
|
(4)
|
|
$
|
968
|
|
September 30, 2018 (1)
|
|
$
|
341
|
|
|
$
|
729
|
|
|
$
|
40
|
|
(2)
|
|
$
|
325
|
|
(4)
|
|
$
|
785
|
|
September 30, 2017
|
|
$
|
209
|
|
|
$
|
127
|
|
|
$
|
20
|
|
(3)
|
|
$
|
15
|
|
(4)
|
|
$
|
341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for future returns and pricing adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2019
|
|
$
|
2,560
|
|
|
$
|
12,640
|
|
|
$
|
—
|
|
|
|
$
|
12,523
|
|
|
|
$
|
2,677
|
|
September 30, 2018
|
|
$
|
2,169
|
|
|
$
|
10,715
|
|
|
$
|
—
|
|
|
|
$
|
10,324
|
|
|
|
$
|
2,560
|
|
September 30, 2017
|
|
$
|
1,991
|
|
|
$
|
10,447
|
|
|
$
|
—
|
|
|
|
$
|
10,269
|
|
|
|
$
|
2,169
|
|
(1)
|
Prior period information has been restated for the adoption of ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which we adopted on October 1, 2018.
|
(2)
|
Established through purchase accounting relating to the acquisition of TempAlert
|
(3)
|
Established through purchase accounting relating to the acquisition of SMART Temps®
|
(4)
|
Uncollectible accounts charged against allowance, net of recoveries
|
•
|
Before the stockholder became an Interested Stockholder, the Board of Directors approved either the Business Combination or the transaction which resulted in the stockholder becoming an Interested Stockholder;
|
•
|
Upon consummation of the transaction which resulted in the stockholder becoming an Interested Stockholder, the Interested Stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or
|
•
|
At or after the time the stockholder became an Interested Stockholder, the Business Combination was approved by the Board of Directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the Interested Stockholder.
|
1.
|
Six months of base salary in effect at time of termination. This shall be paid in a lump sum as soon as administratively feasible after the later of the date of termination or the date the release of claims has become irrevocable.
|
2.
|
A pro-rata bonus based on number of months worked in the fiscal year prior to a qualifying termination and the Company's actual performance against annual objectives. This pro-rata bonus shall be paid no later than 2.5 months after the close of fiscal year in which the qualifying termination occurs.
|
1.
|
Approval of the offer by the Compensation Committee of the Board of Directors and your election as an Officer by the Board of Directors.
|
2.
|
Your signature on the enclosed Digi International Employment, Confidential Information, and Arbitration Agreement. Your signature constitutes acceptance of the terms and conditions contained in the Agreement, so please read it thoroughly prior to signing. This agreement must be signed prior to your first day of employment.
|
3.
|
A finding of "no issue" with your background and reference check. Digi International has partnered with Verified Credentials, a background screening organization, to administer confidential background checks. Within 48 hours, we ask you to visit Verified Credentials website at http://myvci.com/digiinternationalinc to complete a personal questionnaire using your full legal name including middle initial. If you are unable to access the internet within this timeframe, please contact us directly to further assist you in the process. Delay in completion of the online personal questionnaire could delay in the start date of your employment.
|
4.
|
Completion of the MDA Leadership Assessment prior to start date.
|
5.
|
Digi's determination that you are not subject to any agreement with any former employer or any other party that would prohibit you from working in the position of Senior Vice President, Global Sales.
|
Name
|
|
Jurisdiction
|
Accelerated Concepts, Inc.
|
|
Florida, United States
|
Accelerated Concepts Pty Ltd.
|
|
Australia
|
Digi International Canada Inc.
|
|
Ontario, Canada
|
Digi International GmbH
|
|
Germany
|
Digi International (HK) Ltd.
|
|
Hong Kong
|
Digi International Kabushikikaisha
|
|
Japan
|
Digi International Limited
|
|
United Kingdom
|
Digi International SARL
|
|
France
|
Digi International Spain S.A.
|
|
Spain
|
Digi m2m Solutions India Pvt. Ltd.
|
|
India
|
Digi Wireless Singapore Pte. Ltd.
|
|
Singapore
|
Digi SmartSense, LLC
|
|
Delaware, United States
|
FreshTemp, LLC
|
|
Pennsylvania, United States
|
ITK International Inc.
|
|
Delaware, United States
|
SMART Temps, L.L.C.
|
|
Indiana, United States
|
|
/s/ Ronald E. Konezny
|
|
|
Ronald E. Konezny
|
|
|
/s/ Satbir Khanuja
|
|
|
Satbir Khanuja
|
|
|
/s/ Christopher D. Heim
|
|
|
Christopher D. Heim
|
|
|
/s/ Hatem H. Naguib
|
|
|
Hatem H. Naguib
|
|
|
/s/ Sally J. Smith
|
|
|
Sally J. Smith
|
|
|
/s/ Spiro C. Lazarakis
|
|
|
Spiro C. Lazarakis
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
November 27, 2019
|
/s/ Ronald E. Konezny
|
|
||
|
Ronald E. Konezny
|
|
||
|
President, Chief Executive Officer and Director
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
November 27, 2019
|
/s/ James J. Loch
|
|
||
|
James J. Loch
|
|
||
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
|
||||
|
|
|
|
|
November 27, 2019
|
|
|
|
|
|
/s/ Ronald E. Konezny
|
|
||
|
Ronald E. Konezny
|
|
||
|
President, Chief Executive Officer and Director
|
|
||
|
||||
November 27, 2019
|
|
|
||
|
/s/ James J. Loch
|
|
||
|
James J. Loch
|
|
||
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|