8-K
DIGI INTERNATIONAL INC (DGII)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
WASHINGTON, D.C.20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of The Securities Exchange Act of 1934
August4, 2021
Date of report(date of earliest event reported)
Digi International Inc.
(Exact name ofregistrant as specified in its charter)
| Delaware | 1-34033 | 41-1532464 |
|---|---|---|
| (State of Incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
| 9350 Excelsior Blvd., Suite 700 | ||
| Hopkins, Minnesota | 55343 | |
| (Address of principal executive offices) | (Zip Code) |
(952) 912-3444
(Registrant’stelephone 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | DGII | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On August 4, 2021, Digi International Inc. (“Digi”) issued a press release regarding Digi’s financial results for its third fiscal quarter ended June 30, 2021. A copy of Digi’s press release is attached hereto as Exhibit 99.1.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
The following exhibits are provided herewith:
| Exhibit No. | Description | Manner of Filing |
|---|---|---|
| 99.1 | Press Release dated August 4, 2021, announcing financial results for the second fiscal quarter ended June 30, 2021 | Furnished Electronically |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). | Filed Electronically |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: August 6, 2021
| DIGI<br> INTERNATIONAL INC. | |
|---|---|
| By: | /s/<br> David H. Sampsell |
| David<br> H. Sampsell | |
| Vice<br> President of Corporate Development, General Counsel & Corporate Secretary |
Exhibit 99.1
| Digi International Reports Third Fiscal Quarter 2021 Results |
|---|
| Double Digit Growth Leads to Record Quarterly Revenue of $79.1M<br><br> <br>ARR Growth Outpaces Revenue Growth |
| Acquisition of Ctek |
(Minneapolis, MN, August 4, 2021) - Digi International^®^ Inc. (Nasdaq: DGII), a leading global provider of business and mission critical Internet of Things ("IoT") products, services and solutions, today announced its financial results for its third fiscal quarter ended June 30, 2021.
“Record quarterly revenues and record annual recurring revenues of $36.0 million headlined our third fiscal quarter," said Ron Konezny, President and Chief Executive Officer. "Demand for Digi’s solutions and products, enabling secure, automated and zero touch applications, was at an all-time high, as bookings surpassed our ability to fulfill all orders in a challenging supply chain environment. We welcome the Ctek team into our Infrastructure Management family, addressing the remote monitoring and control needs of our industrial customers. A heartfelt thank you to my outstanding teammates, as we put our customers first while fighting through the dynamic supply chain challenges and evolving pandemic.”
Third Fiscal Quarter 2021 Results Compared to Third Fiscal Quarter2020 Results
• Revenue increased to $79.1 million, or an increase of 12.4%.
• Gross margin was 53.8% versus 53.1% of revenue. Gross margin excluding amortization was 55.2% versus 54.8% of revenue.
• Net income per diluted share increased to $0.09, or an increase of 50.0%.
• Adjusted EPS increased to $0.25 per diluted share, or an increase of 8.7%.
• Adjusted EBITDA increased to $11.6 million, or an increase of 9.9%.
Reconciliations of GAAP and non-GAAP financial measures appear at the end of this release.
Segment Results
IoT Product & Services
The segment's third fiscal quarter 2021 revenues of $66.8 million increased 5.3% from the same period in the prior fiscal year and increased 1.8% from the previous fiscal quarter. This increase from the prior year fiscal quarter is primarily attributable to revenue from our console server and embedded products. Annualized Recurring Revenue, or ARR, grew 13% from prior year to approximately $13 million. Gross profit margin increased 170 basis points to 55.1% of revenues for the third fiscal quarter of 2021 primarily due to favorable mix within and among our console server, cellular router, embedded, and Xbee® products partially offset by increased production and distribution costs driven by the global supply challenges. Operating income of $6.1 million decreased 5.9% from the same period in the prior fiscal year.
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Digi International Reports Third Fiscal Quarter 2021 Results
IoT Solutions
The segment's third fiscal quarter 2021 revenues of $12.3 million increased 78.6% from the same period in the prior fiscal year and increased 5.1% from the previous fiscal quarter. This increase from the prior year fiscal quarter was driven by hardware installations with new and existing customers and increased subscription revenue. Annualized Recurring Revenue, or ARR, grew nearly 37% from prior year to over $23 million. We now service over 79,000 sites as of June 30, 2021, compared to nearly 69,000 sites as of June 30, 2020. Gross profit margin decreased 330 basis points compared to the prior year third fiscal quarter. This is due to volume growth in hardware installations that carry a lower gross margin than subscriptions and increased material and overhead expenses associated with the production and distribution of our products as a result of global supply challenges. Operating loss of $2.1 million in the third quarter of fiscal 2021 improved $1.5 million, or 42.6%, versus the $3.6 million operating loss from the same period in the prior fiscal year.
Fiscal 2021 Fourth Quarter Guidance
We anticipate the current supply chain challenges to continue into the fourth fiscal quarter and beyond. High demand for Digi products and services will be tempered by access to key components. For the fourth fiscal quarter 2021, Digi projects revenue to be in a range of $75 million to $79 million, or approximately 3%-8% annual growth. Adjusted EBITDA is projected to be in a range of $10.9 million to $11.9 million. With a diluted share count of 35.1 million shares, we projected EPS to be in a range of $0.07 to $0.09 per diluted share, while our adjusted EPS is projected to be in a range of $0.23 to $0.25 per diluted share.
Third Fiscal Quarter 2021 Conference Call Details
As announced on July 8, 2021, Digi will discuss its third fiscal quarter 2021 results on a conference call on Wednesday, August 4, 2021 after market close at 5:00 p.m. ET (4:00 p.m. CT). The call will be hosted by Ron Konezny, President and Chief Executive Officer and Jamie Loch, Chief Financial Officer.
Digi invites all those interested in hearing management's discussion of its quarter to access a live webcast of the conference call through the investor relations section of Digi's website at www.digi.com. Participants may also join the call directly by dialing (855) 638-5675 and entering passcode 6351355. International participants may access the call by dialing (262) 912-4765 and entering passcode 6351355. International participants may access the call by dialing (262) 912-4765 and entering conference ID 6351355. A replay will be available for one week, within approximately three hours after the completion of the call. You may access the replay via webcast through the investor relations section of Digi’s website. Or, you may access the replay via phone by dialing (855) 859-2056 for domestic participants or (404) 537-3406 for international participants and entering access code 6351355 when prompted.
A copy of this earnings release can be accessed through the financial releases page of the investor relations section of Digi's website at www.digi.com.
For more news and information on us, please visit www.digi.com/aboutus/investorrelations.
About Digi International
Digi International (Nasdaq: DGII) is a leading global provider of IoT connectivity products, services and solutions. We help our customers create next-generation connected products and deploy and manage critical communications infrastructures in demanding environments with high levels of security and reliability. Founded in 1985, we’ve helped our customers connect over 100 million things and growing. For more information, visit Digi's website at www.digi.com, or call 877–912–3444 (U.S.) or 952–912–3444 (International).
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Digi International Reports Third Fiscal Quarter 2021 Results
Forward-Looking Statements
This press release contains forward-looking statements that arebased on management’s current expectations and assumptions. These statements often can be identified by the use of forward-lookingterminology such as "assume," "believe," "anticipate," "intend," "estimate," "target," "may," "will," "expect," "plan," "potential," "project," "should,"or "continue," or the negative thereof or other variations thereon or similar terminology. Among other items, these statementsrelate to expectations of the business environment in which Digi operates, projections of future performance, perceived marketplace opportunitiesand statements regarding our mission and vision. Such statements are not guarantees of future performance and involve certain risks, uncertaintiesand assumptions. Among others, these include risks related to the ongoing COVID-19 pandemic and efforts to mitigate the same, risks relatedto global economic volatility and the ability of companies like us to operate a global business in such conditions, the current supplychain and shipping market pressures that are negatively impacting both manufacturing and distribution timelines as well as operating costsfor a wide range of companies globally, the highly competitive market in which our company operates, rapid changes in technologies thatmay displace products sold by us, declining prices of networking products, our reliance on distributors and other third parties to sellour products, the potential for significant purchase orders to be canceled or changed, delays in product development efforts, uncertaintyin user acceptance of our products, the ability to integrate our products and services with those of other parties in a commercially acceptedmanner, potential liabilities that can arise if any of our products have design or manufacturing defects, our ability to defend or settlesatisfactorily any litigation, uncertainty in global economic conditions and economic conditions within particular regions of the worldwhich could negatively affect product demand and the financial solvency of customers and suppliers, the impact of natural disasters andother events beyond our control that could negatively impact our supply chain and customers, potential unintended consequences associatedwith restructuring, reorganizations or other similar business initiatives that may impact our ability to retain important employees orotherwise impact our operations in unintended and adverse ways, the ability to achieve the anticipated benefits and synergies associatedwith acquisitions or divestitures and changes in our level of revenue or profitability which can fluctuate for many reasons beyond ourcontrol. These and other risks, uncertainties and assumptions identified from time to time in our filings with the United States Securitiesand Exchange Commission, including without limitation, our Annual Report on Form 10-K for the year ended September 30, 2020and other filings, could cause our actual results to differ materially from those expressed in any forward-looking statements made byus or on our behalf. Many of such factors are beyond our ability to control or predict. These forward-looking statements speak only asof the date for which they are made. We disclaim any intent or obligation to update any forward-looking statements, whether as a resultof new information, future events or otherwise.
Presentation of Non-GAAP Financial Measures
This release includes adjusted net income, adjusted net income perdiluted share and Adjusted EBITDA, each of which is a non-GAAP measure.
We understand that there are material limitations on the use ofnon-GAAP measures. Non-GAAP measures are not substitutes for GAAP measures, such as net income, for the purpose of analyzing financialperformance. The disclosure of these measures does not reflect all charges and gains that were actually recognized by Digi. These non-GAAPmeasures are not in accordance with, or an alternative for measures prepared in accordance with, generally accepted accounting principlesand may be different from non-GAAP measures used by other companies or presented by us in prior reports. In addition, these non-GAAP measuresare not based on any comprehensive set of accounting rules or principles. We believe that non-GAAP measures have limitations in thatthey do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. We believe thesemeasures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Additionally,Adjusted EBITDA does not reflect our cash expenditures, the cash requirements for the replacement of depreciated and amortized assets,or changes in or cash requirements for our working capital needs.
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Digi International Reports Third Fiscal Quarter 2021 Results
We believe that providing historical and adjusted net income andadjusted net income per diluted share, respectively, exclusive of such items as reversals of tax reserves, discrete tax benefits, restructuringcharges and reversals, intangible amortization, stock-based compensation, other non-operating income/expense, changes in fair value ofcontingent consideration,, acquisition-related expenses and interest expense related to acquisitions permits investors to compare resultswith prior periods that did not include these items. Management uses the aforementioned non-GAAP measures to monitor and evaluate ongoingoperating results and trends and to gain an understanding of our comparative operating performance. In addition, certain of our stockholdershave expressed an interest in seeing financial performance measures exclusive of the impact of these matters, which while important, arenot central to the core operations of our business. Management believes that Adjusted EBITDA, defined as EBITDA adjusted for stock-basedcompensation expense, acquisition-related expenses, restructuring charges and reversals, and changes in fair value of contingent considerationis useful to investors to evaluate our core operating results and financial performance because it excludes items that are significantnon-cash or non-recurring items reflected in the Condensed Consolidated Statements of Operations. We believe that the presentation ofAdjusted EBITDA as a percentage of revenue is useful because it provides a reliable and consistent approach to measuring our performancefrom year to year and in assessing our performance against that of other companies. We believe this information helps compare operatingresults and corporate performance exclusive of the impact of our capital structure and the method by which assets were acquired.
Investor Contact:
James J. Loch
Senior Vice President, Chief Financial Officer and Treasurer
Digi International
952-912-3737
Email: jamie.loch@digi.com
For more information, visit Digi's website at www.digi.com, or call 877-912-3444 (U.S.) or 952-912-3444 (International).
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Digi International Reports Third Fiscal Quarter 2021 Results
Digi International Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
| Three months ended June 30, | Nine months ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Revenue | $ | 79,079 | $ | 70,338 | $ | 229,526 | $ | 206,102 | ||||
| Cost of sales | 36,523 | 32,989 | 105,495 | 99,648 | ||||||||
| Gross profit | 42,556 | 37,349 | 124,031 | 106,454 | ||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing | 15,910 | 13,133 | 46,271 | 39,750 | ||||||||
| Research and development | 12,374 | 10,892 | 34,822 | 32,755 | ||||||||
| General and administrative | 10,153 | 10,378 | 34,701 | 27,724 | ||||||||
| Restructuring charge | 101 | 91 | 995 | 129 | ||||||||
| Operating expenses | 38,538 | 34,494 | 116,789 | 100,358 | ||||||||
| Operating income | 4,018 | 2,855 | 7,242 | 6,096 | ||||||||
| Other expense, net | (482 | ) | (945 | ) | (1,244 | ) | (2,977 | ) | ||||
| Income before income taxes | 3,536 | 1,910 | 5,998 | 3,119 | ||||||||
| Income tax expense (benefit) | 379 | 144 | 220 | (859 | ) | |||||||
| Net income | $ | 3,157 | $ | 1,766 | $ | 5,778 | $ | 3,978 | ||||
| Net income per common share: | ||||||||||||
| Basic | $ | 0.09 | $ | 0.06 | $ | 0.18 | $ | 0.14 | ||||
| Diluted | $ | 0.09 | $ | 0.06 | $ | 0.18 | $ | 0.13 | ||||
| Weighted average common shares: | ||||||||||||
| Basic | 34,057 | 28,972 | 31,443 | 28,772 | ||||||||
| Diluted | 35,148 | 29,187 | 32,706 | 29,477 |
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Digi International Reports Third Fiscal Quarter 2021 Results
Digi International Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| June 30,<br> 2021 | September 30,<br> 2020 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 146,942 | $ | 54,129 |
| Accounts receivable, net | 41,276 | 59,227 | ||
| Inventories | 47,263 | 51,568 | ||
| Other current assets | 10,833 | 5,134 | ||
| Total current assets | 246,314 | 170,058 | ||
| Other non-current assets | 366,737 | 358,624 | ||
| Total assets | $ | 613,051 | $ | 528,682 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 18,840 | $ | 28,067 |
| Other current liabilities | 38,575 | 33,163 | ||
| Total current liabilities | 57,415 | 61,230 | ||
| Other non-current liabilities | 90,166 | 95,952 | ||
| Total liabilities | 147,581 | 157,182 | ||
| Total stockholders’ equity | 465,470 | 371,500 | ||
| Total liabilities and stockholders’ equity | $ | 613,051 | $ | 528,682 |
Digi International Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Nine months ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Net cash provided by (used in) operating activities | $ | 42,084 | $ | 19,153 | ||
| Net cash used in investing activities | (7,957 | ) | (136,791 | ) | ||
| Net cash provided by financing activities | 60,579 | 78,221 | ||||
| Effect of exchange rate changes on cash and cash equivalents | (1,893 | ) | 1,710 | |||
| Net increase (decrease) in cash and cash equivalents | 92,813 | (37,707 | ) | |||
| Cash and cash equivalents, beginning of period | 54,129 | 92,792 | ||||
| Cash and cash equivalents, end of period | $ | 146,942 | $ | 55,085 |
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Digi International Reports Third Fiscal Quarter 2021 Results
Non-GAAP Financial Measures
TABLE 1
Reconciliation of Net Income to Adjusted EBITDA
(In thousands)
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||
| % of total <br>revenue | % of total <br>revenue | % of total <br>revenue | % of total <br>revenue | ||||||||||||||||||
| Total revenue | $ | 79,079 | 100.0 | % | $ | 70,338 | 100.0 | % | $ | 229,526 | 100.0 | % | $ | 206,102 | 100.0 | % | |||||
| Net income | $ | 3,157 | $ | 1,766 | $ | 5,778 | $ | 3,978 | |||||||||||||
| Interest expense, net | 368 | 878 | 1,015 | 2,763 | |||||||||||||||||
| Income tax benefit | 379 | 144 | 220 | (859 | ) | ||||||||||||||||
| Depreciation and amortization | 5,148 | 5,306 | 15,200 | 14,159 | |||||||||||||||||
| Stock-based compensation | 2,110 | 1,882 | 6,331 | 5,323 | |||||||||||||||||
| Changes in fair value of contingent consideration | — | 5,772 | |||||||||||||||||||
| Restructuring charge | 101 | 91 | 995 | 129 | |||||||||||||||||
| Acquisition expense | 313 | 463 | 937 | 2,618 | |||||||||||||||||
| Adjusted EBITDA^(1)^ | $ | 11,576 | 14.6 | % | $ | 10,530 | 15,0 | % | $ | 36,248 | 15.8 | % | $ | 28,111 | 13.6 | % | |||||
| (1) | Beginning in fiscal 2021, Adjusted EBITDA now excludes changes in fair value of contingent consideration. The prior year presentation has been adjusted to conform to the current year presentation. | ||||||||||||||||||||
| --- | --- |
TABLE 2
Reconciliation of Net Income and Net Incomeper Diluted Share to
Adjusted Net Income and Adjusted Net Incomeper Diluted Share
(In thousands, except per share amounts)
| Three months ended June 30, | Nine months ended June 30, | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||
| Net income and net income per diluted share | $ | 3,157 | $ | 0.09 | $ | 1,766 | $ | 0.06 | $ | 5,778 | $ | 0.18 | $ | 3,978 | $ | 0.13 | ||||||||
| Amortization | 4,101 | 0.12 | 4,123 | 0.14 | 11,989 | 0.37 | 10,687 | 0.37 | ||||||||||||||||
| Stock-based compensation | 2,110 | 0.06 | 1,882 | 0.06 | 6,331 | 0.19 | 5,323 | 0.18 | ||||||||||||||||
| Other non-operating expense | 114 | — | 67 | — | 229 | 0.01 | 214 | 0.01 | ||||||||||||||||
| Acquisition expense | 313 | 0.01 | 463 | 0.02 | 937 | 0.03 | 2,618 | 0.09 | ||||||||||||||||
| Changes in fair value of contingent consideration | — | — | 5,772 | 0.18 | (128 | ) | — | |||||||||||||||||
| Restructuring charge | 101 | — | 91 | — | 995 | 0.03 | 129 | — | ||||||||||||||||
| Interest expense related to acquisition | 378 | 0.01 | 907 | 0.03 | 1,028 | 0.03 | 3,032 | 0.10 | ||||||||||||||||
| Tax effect from the above adjustments ^(1)^ | (1,026 | ) | (0.03 | ) | (2,660 | ) | (0.09 | ) | (4,494 | ) | (0.14 | ) | (5,391 | ) | (0.18 | ) | ||||||||
| Discrete tax benefits ^(2)^ | (512 | ) | (0.01 | ) | (66 | ) | — | (764 | ) | (0.02 | ) | (1,127 | ) | (0.04 | ) | |||||||||
| Adjusted net income and adjusted net income per diluted share ^(3)^ | $ | 8,736 | $ | 0.25 | $ | 6,573 | $ | 0.23 | $ | 27,801 | $ | 0.85 | $ | 19,335 | $ | 0.66 | ||||||||
| Diluted weighted average common shares | 35,148 | 29,187 | 32,706 | 29,477 | ||||||||||||||||||||
| (1) | The tax effect from the above adjustments assumes an estimated effective tax rate of 18.0% for fiscal 2021 and 20.2% for fiscal 2020 based on adjusted net income. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (2) | For the three and nine months ended June 30, 2021, discrete tax benefits primarily are a result of excess tax benefits recognized on stock compensation. For the three months ended June 30, 2020, discrete tax benefits were primarily a result of excess tax benefits on stock compensation. For the nine months ended June 30, 2020, discrete tax benefits were primarily a result of excess tax benefits on stock compensation and an adjustment of our state deferred tax rate due to the Opengear acquisition. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (3) | Adjusted net income per diluted share may not add due to the use of rounded numbers. | |||||||||||||||||||||||
| --- | --- |
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