FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 30,
2008
Date
of report (date of earliest event reported)
Digi International Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34033
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41-1532464 |
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(State of Incorporation)
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(Commission file number)
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(I.R.S. Employer Identification No.) |
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11001 Bren Road East, Minnetonka, Minnesota
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55343 |
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(Address of principal executive offices)
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(Zip Code) |
Telephone Number: (952) 912-3444
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On October 30, 2008, Digi International Inc. (the Company) reported its financial results
for the fourth quarter of fiscal 2008. See the Companys press release dated October 30, 2008,
which is furnished as Exhibit 99.1 and incorporated by reference in this Current Report on Form
8-K.
NON-GAAP FINANCIAL MEASURES
The press release furnished as Exhibit 99.1 and certain information the Company intends to
disclose on the conference call include certain non-GAAP financial measures. These measures include operating income, net
income and net income per diluted share exclusive of the impact certain non-recurring items. The
non-recurring items consist of in-process research and development, acquisition-related expenses, a
writedown of an impaired investment and reversal of tax reserves and other discrete tax benefits.
The reconciliations of these measures to the most directly comparable GAAP financial measures are
provided in the press release.
Management understands that there are material limitations on the use of non-GAAP measures.
Non-GAAP measures are not substitutes for GAAP measures, such as operating income or net income,
for the purpose of analyzing financial performance. The disclosure of these measures does not
reflect all charges and gains that were actually recognized by the Company. These non-GAAP measures are not in accordance with, or an alternative for measures
prepared in accordance with, generally accepted accounting principles and may be different from
non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on
any comprehensive set of accounting rules or principles. Management believes that non-GAAP
measures have limitations in that they do not reflect all of the amounts associated with the
Companys results of operations as determined in accordance with GAAP and that these measures
should only be used to evaluate the Companys results of operations in conjunction with the
corresponding GAAP measures.
Management believes that providing operating income, net income and net income per diluted
share exclusive of the impact of non-recurring items permits investors to compare results with
prior periods that did not include these items. Management believes that such
information helps investors compare operating results and corporate performance exclusive of the
impact of the Companys capital structure and the method by which assets were acquired. Management
uses the aforementioned non-GAAP measures to monitor and evaluate ongoing operating results and
trends and to gain an understanding of the comparative operating performance of the Company. In
addition, shareholders in the Company have expressed an interest in seeing financial performance
measures exclusive of the impact of decisions relating to acquisitions, which while
important are not central to the core operations of the Companys business.
2
Item 9.01 Financial Statements and Exhibits.
The following Exhibit is furnished herewith:
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99.1 |
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Press Release dated October 30, 2008, announcing financial results for the
fourth quarter of fiscal 2008. |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: October 30, 2008
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DIGI INTERNATIONAL INC.
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By: |
/s/ Subramanian Krishnan
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Subramanian Krishnan |
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Senior Vice President, Chief Financial
Officer and Treasurer |
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4
EXHIBIT INDEX
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No. |
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Exhibit |
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Manner of Filing |
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99.1
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Press Release dated October 30, 2008,
announcing financial results for the fourth
quarter of fiscal 2008.
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Filed
Electronically |
5
EX-99.1
Exhibit 99.1
Digi International Reports 11.9% Revenue Increase for Fourth Fiscal Quarter of 2008
Compared to Fourth Fiscal Quarter of 2007
Exceeds Street Consensus Revenue and Earnings Per Share Estimates For Fourth Quarter and Fiscal
Year 2008
(Minneapolis, MN, October 30, 2008) Digi International® Inc. (NASDAQ: DGII, www.digi.com)
reported revenue of $50.4 million for the fourth fiscal quarter of 2008, compared with $45.1
million for the fourth fiscal quarter of 2007, an increase of $5.3 million, or 11.9%. Sarian
Systems, Ltd. was acquired on April 28, 2008; revenue from Sarian-branded products was $3.3 million
for the fourth fiscal quarter of 2008. Spectrum Design Solutions, Inc. was acquired on July 23,
2008; revenue from Spectrum was $0.8 million for the fourth fiscal quarter of 2008 from date of
acquisition.
Digi reported revenue of $185.1 million for the fiscal year ended September 30, 2008, compared to
$173.3 million for the fiscal year ended September 30, 2007, an increase of $11.8 million, or 6.8%.
Sarian and Spectrum contributed $5.7 million and $0.8 million respectively from their dates of
acquisition.
Below is a table setting forth certain GAAP and Non-GAAP results:
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GAAP Results |
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Full Fiscal |
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Full Fiscal |
(in thousands, except per share amounts) |
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Q4 2008 |
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Q4 2007 |
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Year 2008 |
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Year 2007 |
Net Sales |
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$ |
50,417 |
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$ |
45,070 |
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$ |
185,056 |
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$ |
173,263 |
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Operating Income |
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$ |
5,288 |
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$ |
6,211 |
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$ |
16,525 |
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$ |
20,328 |
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Net Income |
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$ |
3,599 |
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$ |
5,576 |
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$ |
12,351 |
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$ |
19,773 |
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Net Income per Diluted Share |
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$ |
0.14 |
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$ |
0.21 |
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$ |
0.47 |
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$ |
0.76 |
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Non-GAAP Results |
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Full Fiscal |
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Full Fiscal |
(in thousands, except per share amounts) |
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Q4 2008 |
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Q4 2007 |
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Year 2008 |
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Year 2007 |
Operating Income |
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$ |
5,288 |
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$ |
6,211 |
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$ |
18,770 |
(3) |
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$ |
20,328 |
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Net Income |
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$ |
4,033 |
(1) |
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$ |
4,679 |
(2) |
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$ |
14,633 |
(4) |
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$ |
15,444 |
(5) |
Net Income per Diluted Share |
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$ |
0.16 |
(1) |
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$ |
0.18 |
(2) |
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$ |
0.56 |
(4) |
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$ |
0.59 |
(5) |
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Digi International Reports Fourth Fiscal Quarter 2008 Results |
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(1) |
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Non- GAAP net income and net income per diluted share for the fourth fiscal quarter of 2008
exclude a writedown of an impaired investment of $0.7 million, net of taxes, or $0.03 per diluted
share, and a tax benefit of $0.3 million for the reversal of tax reserves associated with the
closure of a prior tax year, or $0.01 per diluted share. |
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(2) |
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Non- GAAP net income and net income per diluted share for the fourth fiscal quarter of 2007
exclude a tax benefit of $0.9 million for the reversal of tax reserves and other discrete tax
benefits, or $0.03 per diluted share. |
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(3) |
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Non- GAAP operating income for the full year 2008 excludes a charge for in- process research
and development and other acquisition- related expenses totaling $2.2 million. |
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(4) |
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Non- GAAP net income and net income per diluted share for the full year 2008 exclude a charge
for in- process research and development of $1.9 million and other acquisition- related expenses of
$0.2 million, net of taxes, or $0.08 per diluted share, a writedown of an impaired investment of
$0.7 million, net of taxes, or $0.03 per diluted share, and a tax benefit of $0.5 million for the
reversal of tax reserves associated with the closure of a prior tax year, or $0.02 per diluted
share. |
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(5) |
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Non- GAAP net income and net income per diluted share for the full year 2007 excludes a tax
benefit of $4.3 million for the reversal of tax reserves and other discrete tax benefits, or $0.17
per diluted share. |
A table with more detailed reconciliations between GAAP operating income and non-GAAP operating
income, and between GAAP net income and net income per diluted share to non-GAAP net income and net
income per diluted share, is provided later in this earnings release.
I am very proud of the Digi teams strong finish to a year that has provided external challenges
that were unforeseen entering fiscal 2008, said Joseph Dunsmore, Digis CEO. Digi is financially
strong and very well positioned to take market share in fiscal 2009, regardless of broader economic
conditions.
Revenue from embedded products in the fourth fiscal quarter of 2008 was $23.5 million compared to
$20.6 million in the fourth fiscal quarter of 2007, an increase of $2.9 million, or 14.4%. Revenue
from non-embedded products was $26.9 million in the fourth fiscal quarter of 2008 compared to $24.5
million in the fourth fiscal quarter of 2007, an increase of 2.4 million, or 9.7%. Revenue from
embedded products includes all Spectrum revenue of $0.8 million from date of acquisition. Revenue
from non-embedded products includes all Sarian-branded revenue of $3.3 million for the fourth
fiscal quarter of 2008.
Revenue in North America was $29.1 million in the fourth fiscal quarter of 2008, including all
Spectrum revenue of $0.8 million, compared to $28.5 million in the fourth fiscal quarter of 2007 an
increase of $0.6 million, or 2.3%. Revenue in Europe was $14.5 million in the fourth fiscal
quarter of 2008, including all Sarian-branded revenue of $3.3 million, compared to $10.8 million in
the comparable quarter a year ago, an increase of $3.7 million, or 34.1%. Revenue in the Asia
Pacific region was $5.5 million in the fourth fiscal quarter of 2008, compared to $4.6 million in
the fourth fiscal quarter of 2007, an increase of $0.9 million, or 19.3%. Latin American revenue
was $1.3 million in the fourth fiscal quarter of 2008, compared to $1.2 million in the comparable
quarter a year ago, an increase of $0.1 million, or 10.8%.
Gross profit was higher in the fourth fiscal quarter of 2008 compared to the same period in the
prior year by $2.1 million, or 8.9%. The gross margin was 51.5% in the fourth fiscal quarter of
2008 compared to 52.8 % in the fourth fiscal quarter of 2007. The gross margin was lower in the
fourth fiscal quarter of 2008 than in the comparable period a year ago due to unfavorable product
mix within both the embedded and non-embedded products, including sales of Sarian non-embedded
products which provide lower gross profit margins.
Digi International Reports Fourth Fiscal Quarter 2008 Results
Total operating expenses in the fourth fiscal quarter of 2008 were $20.6 million, or 41.0% of
revenue, compared to $17.6 million, or 39.1% of revenue, in the fourth fiscal quarter of 2007. The
increase in operating expenses in the fourth fiscal quarter of 2008 compared to the same quarter in
the prior year is primarily due to incremental ongoing operating expenses for Sarian and Spectrum
from their respective dates of acquisition as well as incremental operating expenses for sales,
marketing and engineering as a result of Digis Drop-In Networking initiative.
Digi reported operating income of $5.3 million, or 10.5% of net sales, in the fourth fiscal quarter
of 2008 compared to $6.2 million, or 13.8% of net sales, in the fourth fiscal quarter of 2007.
Digis investment portfolio included an investment in a bond issued by Lehman Brothers in the
amount of $1.2 million. During the fourth fiscal quarter of 2008, Digi recorded a pre-tax, other
than temporary impairment of $1.0 million which reduced net income by $0.7 million, after tax.
This reflected the estimated permanent decline in value of this security precipitated by the
bankruptcy of the securitys issuer. The charge reduced earnings per diluted share for the fourth
fiscal quarter and full year fiscal 2008 by $0.03.
GAAP net income was $3.6 million in the fourth fiscal quarter of 2008, or $0.14 per diluted share,
compared to $5.6 million, or $0.21 per diluted share, in the fourth fiscal quarter of 2007.
Non-GAAP net income and net income per diluted share for the fourth fiscal quarter of 2008 were
$4.0 million, or $0.16 per diluted share, compared to $4.7 million, or $0.18 per diluted share for
the fourth quarter of fiscal 2007. Please refer to the detailed reconciliation tables which
reconcile GAAP net income and net income per diluted share to non-GAAP net income and net income
per diluted share provided later in this earnings release.
Results for Fiscal Year Ended September 30, 2008
For the fiscal year ended September 30, 2008, Digi reported revenue of $185.1 million compared to
revenue of $173.3 million for the fiscal year ended September 30, 2007, an increase of $11.8
million or 6.8%. Revenue from embedded products in fiscal 2008 was $86.6 million, including all
Spectrum revenue of $0.8 million from date of acquisition, compared to $74.4 million in fiscal
2007, an increase of $12.2 million, or 16.4%. Revenue from non-embedded products, including
Sarian-branded products revenue of $5.7 million from date of acquisition, was $98.5 million in
fiscal 2008, compared to $98.9 million in the comparable period in 2007, a decrease of $0.4
million, or 0.4%.
Revenue in North America was $107.3 million in fiscal 2008, including revenue from Spectrum of $0.8
million from date of acquisition, compared to $112.0 million in the same period a year ago, a
decrease of $4.7 million, or 4.2%. Revenue in Europe, including all Sarian-branded products
revenue of $5.7 million from date of acquisition, was $53.0 million for fiscal 2008 compared to
$41.4 million in the comparable period a year ago, an increase of $11.6 million, or 28.0%. Revenue
in the Asia Pacific region was $19.7 million in fiscal 2008 compared to $15.6 million in fiscal
2007, an increase of $4.1 million, or 26.1%. Revenue in Latin America was $5.1 million in fiscal
2008 compared to $4.3 million in fiscal 2007, an increase of $0.8 million, or 19.5%.
Digi reported operating income of $16.5 million, or 8.9% of net sales, in fiscal 2008 compared to
$20.3 million, or 11.7% of net sales, in fiscal 2007. Operating income for fiscal 2008 was $18.8
million, or 10.1% of net sales, excluding the charge for in-process research and development and
other acquisition-related expenses of $2.2 million.
Digi International Reports Fourth Fiscal Quarter 2008 Results
For the fiscal year ended September 30, 2008, Digi reported GAAP net income of $12.4 million, or
$0.47 per diluted share, compared to net income for the fiscal year ended September 30, 2007, of
$19.8 million, or $0.76 per diluted share. Non-GAAP net income and net income per diluted share
for fiscal 2008 and 2007 were $14.6 million and $0.56, and $15.4 million and $0.59, respectively.
Digis cash and cash equivalents and marketable securities balance, including long-term marketable
securities, was $73.7 million at September 30, 2008, a decrease of $13.9 million over the cash and
cash equivalents and marketable securities balance at September 30, 2007. Both Sarian and
Spectrum were acquired during fiscal 2008 for cash. These acquisitions represented the largest
outflow of cash for the fiscal year. Please refer to the Condensed Consolidated Statements of Cash
Flows which is included in this earnings release for additional cash flow details. At September
30, 2008, Digis current ratio was 5.9 to 1 compared to 6.3 to 1 at September 30, 2007.
2008 Corporate Highlights Included
Industry Recognition for Digi
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In October 2007, Forbes named Digi as one of Americas 200 Best Small Companies. Digi
was selected from a universe of about 2,400 companies, with criteria that included revenue,
share price, return on equity, sustained sales, and net profit growth over twelve-month
and five-year periods. |
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The 2008 Frost & Sullivan European High Speed Wireless Enterprise Routers Product
Innovation of the Year Award was presented to UK-based Sarian Systems, a Digi company, in
recognition of its HR series routers. |
Digi Wireless Acquisitions
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Digi acquired Spectrum Design Solutions Inc., a leading wireless design services firm.
Adding wireless design services to Digis Drop-in Networking offering enables Digi to bring
wireless customers to market faster. |
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Digi acquired Sarian Systems, Limited, a privately held U.K. based corporation and a
leader in the European wireless router market. The acquisition extended Digis wireless
portfolio and solidified the companys position as a global leader in commercial grade
cellular/wireless routers. |
Digi Innovation
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Fiscal year 2008 marked a year of accelerating innovation for Digi, with 30 new product
launches as compared to 13 in fiscal 2007. Nineteen of the launches,
or two-thirds, were
wireless related. |
Digis Wireless Drop-In Networking
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Digis wireless Drop-In Networking initiative continued to pick up momentum with strong
starter kit sales, heavy attendance at wireless webinars, and overall increasing wireless
sales. Digis wireless revenue in Q408 was almost 30% of the Companys total revenue.
Drop-in Networking solutions provide end-to-end wireless connectivity to commercial grade
electronic devices in locations where wired infrastructure doesnt exist or satisfy
customer needs. |
Digi International Reports Fourth Fiscal Quarter 2008 Results
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Digi launched a myriad of new wireless Drop-in Networking products to extend Digis wireless
offering into new applications and markets. In fiscal year 2008, Digi introduced four new
cellular routers, six new wireless gateways, five new embedded wireless modules, two
completely new wireless product families, as well as wireless product variants for heavy
industrial and hazardous environments. |
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Digi and TXU Energy partnered with Comverge, Inc. to launch the nations first
ZigBee-enabled demand response program over broadband internet. Using a smart thermostat
from Comverge and a Digi wireless gateway, this technology allows TXU to manage power loads
and customers to manage their energy consumption over the internet. |
Digi International Reports Fourth Fiscal Quarter 2008 Results
Reconciliation Tables:
Reconciliation of GAAP Operating Income to Non-GAAP Operating Income
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Three months ended September 30, |
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Twelve months ended September 30, |
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% of net |
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% of net |
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% of net |
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% of net |
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(In thousands) |
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2008 |
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sales |
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2007 |
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sales |
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2008 |
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sales |
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2007 |
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sales |
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Operating income
for the three
months and twelve
months ended
September 30 (GAAP
basis) |
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$ |
5,288 |
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10.5 |
% |
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$ |
6,211 |
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13.8 |
% |
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$ |
16,525 |
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8.9 |
% |
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$ |
20,328 |
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11.7 |
% |
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Purchase accounting
inventory
adjustment included
in cost of sales |
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162 |
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In-process research
and development and
other
acquisition-related
expenses included
in total operating
expenses |
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2,083 |
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Operating income
excluding
in-process research
and development and
other
acquisition-related
expenses, net of
taxes (Non-GAAP
basis) |
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$ |
5,288 |
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10.5 |
% |
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$ |
6,211 |
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13.8 |
% |
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$ |
18,770 |
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10.1 |
% |
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$ |
20,328 |
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11.7 |
% |
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Reconciliation of GAAP Net Income and Net Income per Diluted Share to Non-GAAP
Net Income and Net Income per Diluted Share
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Three months ended September 30, |
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Twelve months ended September 30, |
(In thousands, except per share amounts) |
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2008 |
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2007 |
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2008 |
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2007 |
Net income and net income per
common share, diluted (GAAP
basis) |
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$ |
3,599 |
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$ |
0.14 |
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$ |
5,576 |
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$ |
0.21 |
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$ |
12,351 |
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$ |
0.47 |
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$ |
19,773 |
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$ |
0.76 |
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Purchase accounting inventory
adjustment included in cost of
sales |
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106 |
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0.00 |
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In-process research and
development and other
acquisition-related expenses
included in total operating
expenses |
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2,019 |
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0.08 |
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Write-down of impaired investment |
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743 |
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0.03 |
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663 |
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0.03 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reversal of tax reserves and
other discrete tax benefits |
|
|
(309 |
) |
|
|
(0.01 |
) |
|
|
(897 |
) |
|
|
(0.03 |
) |
|
|
(506 |
) |
|
|
(0.02 |
) |
|
|
(4,329 |
) |
|
|
(0.17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income and net income per
common share, diluted, adjusted
for in-process research and
development and other
acquisition-related expenses,
net of taxes, writedown of
impaired investment, net of
taxes, and reversal of tax
reserves and other discrete tax
benefits (Non-GAAP basis) |
|
$ |
4,033 |
|
|
$ |
0.16 |
|
|
$ |
4,679 |
|
|
$ |
0.18 |
|
|
$ |
14,633 |
|
|
$ |
0.56 |
|
|
$ |
15,444 |
|
|
$ |
0.59 |
|
|
|
|
|
|
|
|
|
|
Digi International Reports Fourth Fiscal Quarter 2008 Results
Guidance
For fiscal 2009, Digi projects revenue in a range of $200 million to $220 million, with a most
likely revenue of $210 million, or an increase of 13.5% over fiscal year 2008. Digi projects GAAP
earnings per diluted share to be in a range of $0.47 to $0.65, with a most likely earnings per
diluted share of $0.56, or an increase of 19.1% over fiscal year 2008.
Fourth Quarter and Year-End 2008 Conference Call Details
Digi invites all those interested in hearing managements discussion of its quarter, on Thursday,
October 30, 2008 after market close at 5:00 p.m. EDT (4:00 p.m. CDT), to join the call by dialing
866-362-5158 and entering passcode 44465608. International participants may access the call by
dialing 617-597-5397 and entering passcode 44465608. A replay will be available two hours after
the completion of the call, and for one week following the call, by dialing 888-286-8010 for
domestic participants or 617-801-6888 for international participants and entering access code
34421408 when prompted. Participants may also access a live webcast of the conference call through
the investor relations section of Digis website, www.digi.com.
About Digi International
Digi International, based in Minneapolis, is the leader in device networking for business. Digi
develops reliable products and technologies that enable companies to connect and securely manage
local or remote electronic devices over the network or via the web.
Forward-Looking Statements
This press release contains statements that constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which generally can be identified by the use of forward-looking
terminology such as anticipate, believe, target, estimate, may, will, expect, plan,
project, should, or continue or the negative thereof or other variations thereon or similar
terminology. Such statements are based on information available to management as of the time of
such statements and relate to, among other things, expectations of the business environment in
which the Company operates, projections of future performance, perceived opportunities in the
market and statements regarding the Companys mission and vision. Such statements are not
guarantees of future performance and involve certain risks, uncertainties and assumptions,
including risks related to the highly competitive market in which the Company operates, rapid
changes in technologies that may displace products sold by the Company, declining prices of
networking products, the Companys reliance on distributors, delays in the Companys product
development efforts, uncertainty in consumer acceptance of the Companys products, continued or
increasing weakness in North America and developing weakness in other regions due to changes in
economic conditions, the current uncertainty in global economic conditions which could negatively
affect product demand, the recent financial crises affecting the banking system and financial
markets which could negatively impact the financial solvency of the Companys customers and
suppliers, the extreme volatility in fixed
income, credit and equity markets which could result in actual amounts realized on the Companys
debt securities or other investments that differ significantly from current market values, the
ability to achieve the anticipated benefits and synergies associated with acquisitions, and changes
in the Companys level of revenue or profitability. These and other risks, uncertainties and
assumptions identified from time to time in the Companys filings with the Securities and Exchange
Commission, including without limitation, its annual report on Form 10-K for the year ended
September 30, 2007 and its quarterly reports on
Digi International Reports Fourth Fiscal Quarter 2008 Results
Form 10-Q, could cause the Companys future results
to differ materially from those expressed in any forward-looking statements made by or on behalf of
the Company. Many of such factors are beyond the Companys ability to control or predict. These
forward-looking statements speak only as of the date for which they are made. The Company disclaims
any intent or obligation to update publicly any forward-looking statements, whether as a result of
new information, future events or otherwise.
This release includes non-GAAP operating income, non-GAAP net income and earnings per diluted share
data.
Management understands that there are material limitations on the use of non-GAAP measures.
Non-GAAP measures are not substitutes for GAAP measures, such as operating income or net income,
for the purpose of analyzing financial performance. The disclosure of these measures does not
reflect all charges and gains that were actually recognized by the Company. These non-GAAP
measures are not in accordance with, or an alternative for measures prepared in accordance with,
generally accepted accounting principles and may be different from non-GAAP measures used by other
companies. In addition, these non-GAAP measures are not based on any comprehensive set of
accounting rules or principles. Digi believes that non-GAAP measures have limitations in that they
do not reflect all of the amounts associated with Digis results of operations as determined in
accordance with GAAP and that these measures should only be used to evaluate Digis results of
operations in conjunction with the corresponding GAAP measures.
Digi believes that providing operating income and net income and earnings per diluted share
exclusive of the impact of in-process research and development and other acquisition-related
expenses, the write down of impaired investments, and the impact of the reversal of tax reserves
and other discrete tax benefits permits investors to compare results with prior periods that did
not include these items. Management uses the aforementioned non-GAAP measures to monitor and
evaluate ongoing operating results and trends and to gain an understanding of the comparative
operating performance of the Company. In addition, shareholders in the Company have expressed an
interest in seeing financial performance measures exclusive of the impact of decisions relating to
acquisitions, investments and taxes, which while important, are not central to the core operations
of Digis business.
Investor Contacts:
S. (Kris) Krishnan
Digi International
952-912-3125
Email: S. (Kris) Krishnan
Erika Moran
The Investor Relations Group
212-825-3210
Email: The Investor Relations Group
For more information, visit Digis Web site at www.digi.com, or call 877-912-3444 (U.S.) or
952-912-3444 (International).
Digi International Reports Fourth Fiscal Quarter 2008 Result
Digi International Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
|
Twelve months ended September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Net sales |
|
$ |
50,417 |
|
|
$ |
45,070 |
|
|
$ |
185,056 |
|
|
$ |
173,263 |
|
Cost of sales (exclusive of amortization of
purchased
and core technology shown separately below) |
|
|
23,367 |
|
|
|
20,119 |
|
|
|
83,096 |
|
|
|
77,376 |
|
Amortization of purchased and core technology |
|
|
1,110 |
|
|
|
1,132 |
|
|
|
4,091 |
|
|
|
4,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
25,940 |
|
|
|
23,819 |
|
|
|
97,869 |
|
|
|
91,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
9,666 |
|
|
|
8,397 |
|
|
|
36,879 |
|
|
|
33,499 |
|
Research and development |
|
|
6,927 |
|
|
|
6,097 |
|
|
|
27,040 |
|
|
|
24,176 |
|
General and administrative |
|
|
3,484 |
|
|
|
2,451 |
|
|
|
13,195 |
|
|
|
10,694 |
|
Intangibles amortization |
|
|
575 |
|
|
|
663 |
|
|
|
2,330 |
|
|
|
2,649 |
|
Acquired in-process research and development |
|
|
|
|
|
|
|
|
|
|
1,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
20,652 |
|
|
|
17,608 |
|
|
|
81,344 |
|
|
|
71,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
5,288 |
|
|
|
6,211 |
|
|
|
16,525 |
|
|
|
20,328 |
|
Loss on impairment of investment |
|
|
(1,015 |
) |
|
|
|
|
|
|
(1,015 |
) |
|
|
|
|
Interest income, net |
|
|
645 |
|
|
|
1,011 |
|
|
|
3,405 |
|
|
|
3,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
4,918 |
|
|
|
7,222 |
|
|
|
18,915 |
|
|
|
23,724 |
|
Income tax provision |
|
|
1,319 |
|
|
|
1,646 |
|
|
|
6,564 |
|
|
|
3,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
3,599 |
|
|
$ |
5,576 |
|
|
$ |
12,351 |
|
|
$ |
19,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share, basic |
|
$ |
0.14 |
|
|
$ |
0.22 |
|
|
$ |
0.48 |
|
|
$ |
0.78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share, diluted |
|
$ |
0.14 |
|
|
$ |
0.21 |
|
|
$ |
0.47 |
|
|
$ |
0.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares, basic |
|
|
25,585 |
|
|
|
25,476 |
|
|
|
25,659 |
|
|
|
25,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares, diluted |
|
|
26,002 |
|
|
|
26,385 |
|
|
|
26,242 |
|
|
|
26,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digi International Report Fourth Fiscal Quarter 2008Results
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
September 30, 2008 |
|
September 30, 2007 |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
14,176 |
|
|
$ |
18,375 |
|
Marketable securities |
|
|
59,337 |
|
|
|
67,111 |
|
Accounts receivable, net |
|
|
24,310 |
|
|
|
21,022 |
|
Inventories |
|
|
30,240 |
|
|
|
26,130 |
|
Other |
|
|
5,106 |
|
|
|
4,961 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
133,169 |
|
|
|
137,599 |
|
|
|
|
|
|
|
|
|
|
Marketable securities |
|
|
179 |
|
|
|
2,081 |
|
Property, equipment and improvements, net |
|
|
16,255 |
|
|
|
19,987 |
|
Identifiable intangible assets, net |
|
|
34,032 |
|
|
|
24,214 |
|
Goodwill |
|
|
86,578 |
|
|
|
66,817 |
|
Restricted cash |
|
|
385 |
|
|
|
|
|
Other |
|
|
818 |
|
|
|
1,128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
271,416 |
|
|
$ |
251,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Capital lease obligations, current portion |
|
$ |
267 |
|
|
$ |
379 |
|
Accounts payable |
|
|
10,343 |
|
|
|
6,554 |
|
Accrued compensation |
|
|
5,981 |
|
|
|
7,080 |
|
Accrued warranty |
|
|
1,214 |
|
|
|
1,155 |
|
Other accrued expenses |
|
|
2,946 |
|
|
|
3,572 |
|
Income taxes payable |
|
|
182 |
|
|
|
3,156 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
20,933 |
|
|
|
21,896 |
|
|
|
|
|
|
|
|
|
|
Capital lease obligations, net of current portion |
|
|
78 |
|
|
|
358 |
|
Net deferred tax liabilities |
|
|
7,582 |
|
|
|
6,667 |
|
Income taxes payable long-term |
|
|
4,358 |
|
|
|
|
|
Deferred payment on acquisition |
|
|
5,575 |
|
|
|
|
|
Deferred gain on building sale leaseback |
|
|
956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
39,482 |
|
|
|
28,921 |
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
231,934 |
|
|
|
222,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
271,416 |
|
|
$ |
251,826 |
|
|
|
|
|
|
|
|
Digi International Reports Fourth Fiscal Quarter 2008 Results
Digi International Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Twelve months ended |
|
|
|
September 30, 2008 |
|
|
September 30, 2008 |
|
Operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
3,599 |
|
|
$ |
12,351 |
|
Adjustments to reconcile net income to
net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation of property, equipment and improvements |
|
|
594 |
|
|
|
2,488 |
|
Amortization of identifiable intangible assets and other assets |
|
|
1,797 |
|
|
|
6,830 |
|
In-process research and development |
|
|
|
|
|
|
1,900 |
|
Loss on impairment of investment |
|
|
1,015 |
|
|
|
1,015 |
|
Gain on sale of property, equipment and improvements |
|
|
91 |
|
|
|
(3 |
) |
Excess tax benefits from stock-based compensation |
|
|
(7 |
) |
|
|
(184 |
) |
Stock-based compensation |
|
|
995 |
|
|
|
3,697 |
|
Deferred income taxes |
|
|
3,759 |
|
|
|
1,063 |
|
Other |
|
|
480 |
|
|
|
702 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
1,065 |
|
|
|
(1,838 |
) |
Inventories |
|
|
(2,169 |
) |
|
|
(3,093 |
) |
Other assets |
|
|
(157 |
) |
|
|
96 |
|
Accounts payable and accrued expenses |
|
|
1,882 |
|
|
|
1,726 |
|
Income taxes payable |
|
|
(3,901 |
) |
|
|
(2,680 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
9,043 |
|
|
|
24,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
Purchase of held-to-maturity marketable securities |
|
|
(11,923 |
) |
|
|
(69,196 |
) |
Proceeds from maturities of held-to-maturity marketable securities |
|
|
12,190 |
|
|
|
77,857 |
|
Acquisition of Sarian, Inc., net of cash acquired |
|
|
|
|
|
|
(27,811 |
) |
Acquisition of Spectrum, net of cash acquired |
|
|
(4,042 |
) |
|
|
(4,042 |
) |
Contingent purchase price payments related to business acquisitions |
|
|
|
|
|
|
(1,315 |
) |
Increase in restricted cash non-current |
|
|
|
|
|
|
(392 |
) |
Proceeds from the sale of property, equipment, improvements |
|
|
39 |
|
|
|
6,954 |
|
Purchase of property, equipment, improvements and certain
other intangible assets |
|
|
(1,858 |
) |
|
|
(4,425 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(5,594 |
) |
|
|
(22,370 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
Payments on capital lease obligations |
|
|
(68 |
) |
|
|
(361 |
) |
Borrowing on note payable |
|
|
|
|
|
|
25,000 |
|
Payment on note payable |
|
|
|
|
|
|
(25,000 |
) |
Excess tax benefits from stock-based compensation |
|
|
7 |
|
|
|
184 |
|
Purchase of treasury stock |
|
|
(5,104 |
) |
|
|
(5,104 |
) |
Proceeds from stock option plan transactions |
|
|
20 |
|
|
|
1,699 |
|
Proceeds from employee stock purchase plan transactions |
|
|
216 |
|
|
|
1,018 |
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(4,929 |
) |
|
|
(2,564 |
) |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(1,095 |
) |
|
|
(3,335 |
) |
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(2,575 |
) |
|
|
(4,199 |
) |
Cash and cash equivalents, beginning of period |
|
|
16,751 |
|
|
|
18,375 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
14,176 |
|
|
$ |
14,176 |
|
|
|
|
|
|
|
|