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
July 23, 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
(Registrant’s 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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 July 23, 2008, Digi International Inc. (the “Company”) reported its financial results for
the third quarter of fiscal 2008. See the Company’s press release dated July 23, 2008, which is
furnished as Exhibit 99 and incorporated by reference in this Current Report on Form 8-K.
NON-GAAP FINANCIAL MEASURES
The press release furnished as Exhibit 99 and certain information the Company intends to
disclose on the conference call include certain non-GAAP financial measures. These measures include
(i) earnings before taxes, depreciation, amortization (“EBTDA”) and (ii) 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
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 or are
included below.
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. Additionally, EBTDA
does not reflect the Company’s cash expenditures, the cash requirements for the replacement of
depreciated and amortized assets, or changes in or cash requirements for the Company’s working
capital needs. 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
Company’s results of operations as determined in accordance with GAAP and that these measures
should only be used to evaluate the Company’s 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. Additionally, the management believes that the
presentation of EBTDA as a percentage of net sales is useful to investors because it provides a
reliable and consistent approach to measuring the Company’s performance from year to year and in
assessing the Company’s performance against other companies. Management believes that such
information helps investors compare operating results and corporate performance exclusive of the
impact of the Company’s 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 and taxes, which while
important are not central to the core operations of the Company’s business.
2
Reconciliation of Income before Income Taxes to Earnings before Taxes, Depreciation and
Amortization and Acquired In-Process Research and Development
(In thousands of dollars and as a percent of Net Sales)
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For the three |
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For the three |
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months ended |
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months ended June |
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March 31, 2008 |
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% of net sales |
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30, 2008 |
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% of net sales |
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Net sales |
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43,070 |
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100.0 |
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$ |
46,995 |
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100.0 |
% |
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Income before income taxes |
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$ |
4,662 |
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10.8 |
% |
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$ |
3,697 |
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7.9 |
% |
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Acquired in-process research and development |
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— |
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0.0 |
% |
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1,900 |
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4.0 |
% |
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Acquisition-related expenses |
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— |
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0.0 |
% |
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162 |
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0.3 |
% |
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Depreciation and amortization |
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2,295 |
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5.3 |
% |
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2,135 |
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4.5 |
% |
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Earnings before taxes, depreciation, and
amortization and acquired in-process
research and development |
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$ |
6,957 |
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16.2 |
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$ |
7,894 |
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16.8 |
% |
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3