-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lt6K27PlhM59WiGLb0VURozNRMrzJlfpCPwvV9QmAy7S0KaPlhWwOY0hF6TyB7zj nIRtBnPL3XM9qJJ1xmpVJQ== 0000950134-06-020324.txt : 20061102 0000950134-06-020324.hdr.sgml : 20061102 20061102170148 ACCESSION NUMBER: 0000950134-06-020324 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061102 DATE AS OF CHANGE: 20061102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGI INTERNATIONAL INC CENTRAL INDEX KEY: 0000854775 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 411532464 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17972 FILM NUMBER: 061183502 BUSINESS ADDRESS: STREET 1: 11001 BREN ROAD EAST CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129123444 MAIL ADDRESS: STREET 1: 11001 BREN ROAD EAST CITY: MINNETONKA STATE: MN ZIP: 55343 8-K 1 c09676e8vk.htm FORM 8-K e8vk
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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
         
    November 2, 2006
   
         
Date of report (date of earliest event reported)
         
    Digi International Inc.
   
         
(Exact name of registrant as specified in its charter)
         
Delaware   0-17972   41-1532464
         
(State of Incorporation)   (Commission file number)   (I.R.S. Employer Identification No.)
         
11001 Bren Road East, Minnetonka, Minnesota
  55343
     
(Address of principal executive offices)
  (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))
 
 

 


TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release


Table of Contents

Item 2.02 Results of Operations and Financial Condition.
     On November 2, 2006, Digi International Inc. (the “Company”) reported its financial results for the fourth quarter of 2006 and the year ended September 30, 2006. See the Company’s press release dated November 2, 2006, 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 scheduled for 5:00 p.m. eastern time on November 2, 2006 includes certain non-GAAP financial measures. The release includes earnings per diluted share information that excludes (i) stock-based compensation expense, (ii) in-process research and development and other acquisition-related expenses associated with the acquisitions of MaxStream, Inc. in 2006 and Rabbit Semiconductor and FS Forth in 2005, and (iii) the reversal of tax reserves related to the settlement of audits with the French government and Internal Revenue Service. The reconciliations of these measures to the most directly comparable GAAP financial measures are included in the earnings release and/or are included below.
     Management believes that excluding the tax settlement and reversal and in-process research and development and other acquisition-related expenses from the financial measures provides a more meaningful comparison and understanding of the Company’s operating performance from one year to the next because these items are unusual and not directly related to the Company’s core operations. In addition, management believes that providing earnings information exclusive of the impact of stock-based compensation expense permits investors to compare results with prior periods that did not include stock-based compensation expense. 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 recurring or central to the core operations of the Company’s business.
     In the conference call, management will provide information about the Company’s earnings before taxes, depreciation and amortization. Management believes that EBTDA 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 believes that EBTDA is not only useful for the Company in measuring and monitoring internal performance, but it is also widely used by analysts and investors to assess the Company’s performance. The Company uses EBTDA as a key performance indicator of how the Company is performing compared to prior periods and compared to the Company’s operating plan. Furthermore, the Company’s incentive compensation plans use EBTDA to measure operating performance, which is a factor that the most employees have the ability to influence.
     In the conference call, management will also provide information about the Company’s operating expenses as a percent of revenue, excluding identifiable amortization expense and other non-recurring items described above. Management believes that excluding identifiable amortization expense more accurately focuses on the costs that can be meaningfully controlled by the Company, and therefore permits a more meaningful comparison from period to period.

 


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     Management understands that there are material limitations on the use of non-GAAP measures. For example, 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 measures excluding non-recurring items does not reflect all charges and gains that were actually recognized by the Company. The use of 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. Additionally, measures excluding non-recurring items and measures of EBTDA may be calculated differently from company to company, limiting their usefulness as comparative measures. Management nevertheless believes that the presentation of the aforementioned non-GAAP measures is useful to investors.
Reconciliation of Total Operating Expenses to Total Operating Expenses
Excluding intangibles amortization, in-process research and development, stock based compensation, and sale of intellectual property
(In thousands of dollars and as a percent of Net Sales)
                 
    For the three months        
    ended September 30, 2006     % of net sales  
Total operating expenses (as reported)
  $ 18,141       44.2 %
 
           
Intangibles amortization
    (599 )     -1.5 %
In-process research and development
    (2,000 )     -4.9 %
Stock-based compensation
    (523 )     -1.3 %
Sale of intellectual property
    247       0.6 %
 
           
Total operating expenses, excluding intangibles amortization, in-process research and development, stock based compensation, and sale of intellectual property
  $ 15,266       37.2 %
 
           
Reconciliation of Income before Income Taxes to Earnings before Taxes, Depreciation and Amortization
(In thousands of dollars and as a percent of Net Sales)
                 
    For the three months  
    ended September 30, 2006     % of net sales  
Net sales
  $ 41,047       100.0 %
 
           
Income before income taxes
  $ 3,964       9.7 %
In-process research and development
    2,000       4.9 %
Depreciation and amortization
    2,873       7.0 %
 
           
Earnings before taxes, depreciation, and amortization
  $ 8,837       21.5 %
 
           
Item 9.01 Financial Statements and Exhibits.
     The following Exhibit is furnished herewith:
  99   Press Release dated November 2, 2006 announcing financial results for the fourth quarter of 2006 and the year ended September 30, 2006.

 


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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: November 2, 2006
         
  DIGI INTERNATIONAL INC.
 
 
  By /s/ Subramanian Krishnan    
  Subramanian Krishnan   
  Senior Vice President,
Chief Financial Officer, and Treasurer 
 
 

 


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EXHIBIT INDEX
         
No.   Exhibit   Manner of Filing
99
  Press Release dated November 2, 2006 announcing financial results for the fourth quarter of 2006 and the year ended September 30, 2006.   Filed
Electronically

 

EX-99 2 c09676exv99.htm PRESS RELEASE exv99
 

Exhibit 99
(DIGI LOGO)
Digi International Reports 15.5% Revenue Increase
for Fiscal 2006 over Fiscal 2005
(Minneapolis, MN, November 2, 2006) - Digi International® Inc. (NASDAQ: DGII) reported revenue of $144.7 million for the fiscal year ended September 30, 2006 compared to $125.2 million for the fiscal year ended September 30, 2005, an increase of $19.5 million, or 15.5%. MaxStream, Inc. (MaxStream) was acquired on July 27, 2006, providing a strong entry into the wireless device networking market. Other financial highlights for the quarter and the fiscal year include:
    Digi’s net sales of $41.1 in the fourth quarter of 2006 are the highest net sales achieved in the past 27 quarters.
 
    The Rabbit and MaxStream branded products both outperformed revenue expectations for the fourth quarter of 2006.
 
    Digi has reported net income for fifteen consecutive quarters.
 
    Digi met its annual revenue and earnings per share guidance, generated strong cash from operations, and continued to maintain a healthy balance sheet in fiscal 2006.
Digi’s revenue for the fourth quarter of 2006 was $41.1 million, compared to $36.2 million in the fourth quarter of 2005, an increase of 13.4%. MaxStream contributed $3.2 million in revenue for the fourth quarter. Revenue from embedded products in the fourth quarter of 2006, including microprocessors and development tools, embedded modules, core modules and single-board computers, and network interface cards, was $17.2 million compared to $14.0 million in the fourth quarter of 2005, or an increase of 22.8%. Revenue from non-embedded products, including multi-port serial adapters, network connected products including terminal servers and non-embedded device servers, universal serial bus connected products, and cellular products, was $23.9 million, compared with $22.2 million in the fourth quarter of 2005, or an increase of 7.4%.
Digi reported net income of $3.0 million for the fourth quarter of 2006, or $0.12 per diluted share, compared with $3.4 million in the fourth quarter of 2005, or $0.15 per diluted share. Digi recorded a $0.5 million pre-tax charge in the fourth quarter of 2006 for stock-based compensation as a result of the adoption of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (FAS 123R), in the first quarter of 2006, equating to $0.02 per diluted share. In-process research and development and other acquisition-related expenses associated with MaxStream also reduced earnings per diluted share by $0.08 in the fourth quarter of 2006. In addition, during the fourth quarter of 2006, Digi recorded a reversal of approximately $1.0 million of tax reserves, primarily related to the settlement of a French tax audit for a prior fiscal year, equating to a positive impact of $0.04 per diluted share. Earnings per diluted share for the fourth quarter of 2006 excluding the aforementioned items were $0.18.

 


 

Digi International Reports Fourth Quarter and Fiscal 2006 Results — Page 2
Gross profit margin in the fourth quarter of 2006 was 52.4% compared to 55.3% during the same quarter of fiscal 2005. The decrease was due to product mix changes among the products within both the embedded and non-embedded product groups, as well as higher manufacturing expenses. Gross profit margin includes the amortization of identifiable intangibles for purchased and core technology, which has been reclassified from general and administrative expenses for all periods presented. The amortization of purchased and core technology reduced gross margin in the fourth quarter of 2006 and 2005 by 3.2% and 3.3%, respectively. Acquisition-related expenses also reduced gross margin by 0.3% in the fourth quarter of 2006.
Total operating expenses in the fourth quarter of 2006 were $18.2 million, compared with $15.0 million in the fourth quarter of 2005. Incremental operating expenses for MaxStream were $3.1 million in the fourth quarter of 2006, including a charge of $2.0 million for acquired in-process research and development. A $0.5 million pre-tax charge for stock-based compensation was also included in operating expenses in the fourth quarter of 2006.
For the fiscal year ended September 30, 2006, Digi reported revenue of $144.7 million, compared with $125.2 million for the twelve months ended September 30, 2005, an increase of 15.5%. Revenue from embedded products in 2006 was $58.0 million, compared to $37.7 million in 2005, or an increase of 53.7%. Revenue from non-embedded products was $86.7 million, compared to $87.5 million in 2005, a decrease of 0.9%. Revenue from embedded products includes modules and chips associated with the Rabbit and FS Forth acquisitions which were completed in the third quarter of 2005, and certain products acquired in connection with the acquisition of MaxStream, completed in the fourth quarter of 2006.
For the year ended September 30, 2006, Digi reported net income of $11.1 million, or $0.46 per diluted share, compared with $17.7 million, or $0.76 per diluted share, for the comparable period in the prior year. Earnings per diluted share for fiscal 2006 and 2005 was $0.58 and $0.53, respectively, excluding the impact of stock-based compensation expenses, acquired in-process research and development and other acquisition-related expenses, and the reversal of tax reserves related primarily to the settlement of audits with the French government and the IRS.
Total operating expenses for the full year 2006 were $64.3 million compared to $54.5 million in fiscal 2005. Operating expenses were higher in 2006 compared to 2005 primarily as a result of higher expenses related to acquisitions completed in the third quarter of fiscal 2005. In addition, operating expenses for MaxStream, acquired on July 27, 2006, were $3.1 million, including $2.0 million for in-process research and development.
Digi’s cash and cash equivalents and marketable securities balance at the end of 2006 was $58.9 million, an increase of $8.7 million over last year’s cash and cash equivalents and marketable securities balance at the end of 2005. During fiscal 2006, Digi spent $16.1 million in cash on the acquisition of MaxStream, net of acquired cash of $3.7 million. Digi’s cash per share on September 30, 2006, defined as cash and cash equivalents and marketable securities divided by shares outstanding as of September 30, 2006 of 25,037,144, was $2.35. Digi’s current ratio is 4.6 to 1, and the Company has no debt other than capital lease obligations.

 


 

Digi International Reports Fourth Quarter and Fiscal 2006 Results — Page 3
“We are happy to report another year of significant growth,” said Joe Dunsmore, Digi’s Chief Executive Officer. “We believe our recent acquisition of MaxStream will greatly enhance our wireless offerings in a rapidly growing market segment. We are confident that we have the right people, technology, and foresight to continue to increase value for our shareholders in fiscal 2007 and beyond.”
Fiscal 2006 Business Highlights:
    Digi introduced the Connect WAN Sync, a commercial grade wireless WAN router designed primarily for the automated teller machine (ATM) market.
 
    Digi’s high speed Wireless WAN Router was certified by Verizon Wireless for use on Verizon’s high speed EV-DO network.
 
    The Company acquired wireless leader MaxStream™, Inc. — a fast-growing, privately held corporation that is a leader in the wireless device networking market. The two companies’ completely complementary product lines have helped move Digi into a leadership position in wireless device networking.
 
    Digi International was listed on the NASDAQ Global Select Market, which has the highest listing standards of any market in the world as measured by financial and liquidity requirements.
 
    Digi expanded its wireless/cellular router family with the introduction of the ConnectPort™ WAN, the industry’s first upgradeable, commercial-grade 3G wireless WAN router.
 
    Rabbit announced the availability of the Rabbit 4000 microprocessor, which is the newest addition to the highly successful Rabbit line of microprocessors and offers new and improved features from integrated Ethernet to hardware DMA.
 
    Digi achieved the Gold Level in the Microsoft Windows Embedded Partners Program (WEP). The Gold level of WEP makes it easy for customers of Windows Embedded to identify best-in-class partners for Microsoft embedded platforms. Sistemas Embebidos, a subsidiary of Digi, is recognized in the System Integrator category for its excellence in building and enabling solutions on Windows CE and Windows XP Embedded.

 


 

Digi International Reports Fourth Quarter and Fiscal 2006 Results — Page 4
First Fiscal Quarter 2007 and Full Year Guidance
For the first quarter of fiscal 2007, Digi expects revenue to be in the range of $38 million to $43 million. Digi expects first fiscal quarter 2007 earnings per diluted share to be in a range of $0.10 to $0.16.
For the full fiscal year, Digi expects fiscal 2007 revenue to be in the range of $168 million to $178 million, or an increase over fiscal 2006 revenue of 16.1% to 23.0%. Digi expects GAAP earnings per diluted share growth in fiscal year 2007 of approximately 30% over fiscal year 2006 and we anticipate GAAP earnings per diluted share to be in a range of $0.53 to $0.65.
Fourth Fiscal Quarter and Full Year 2006 Conference Call Details
Digi invites all those interested in hearing management’s discussion of its quarter, on Thursday, November 2 at 4:00 p.m. CST, to join the call by dialing (800) 729-7116. International participants may access the call by dialing (415) 537-1842. A replay will be available, beginning two hours after the completion of the call, for one week following the call by dialing (800) 633-8284 for domestic participants or (402) 977-9140 for international participants and entering access code 21306477 when prompted. Participants may also access a live webcast of the conference call through the investor relations section of Digi’s 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 Company’s 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 Company’s reliance on distributors, delays in the Company’s product development efforts, uncertainty in consumer acceptance of the Company’s products, and changes in the Company’s level of revenue or profitability. These and other risks, uncertainties and assumptions identified from time to time in the Company’s filings with the Securities and Exchange Commission, including without limitation, its annual report on Form 10-K for the year ended September 30, 2005 and its quarterly reports on Form 10-Q, could cause the Company’s 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 Company’s 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.

 


 

Digi International Reports Fourth Quarter and Fiscal 2006 Results — Page 5
     
Digi International Contact   Investors Contact
S. (Kris) Krishnan   Tom Caden / Erika Moran
(952) 912-3125   The Investor Relations Group
s_krishnan@digi.com   New York, NY
    212-825-3210

 


 

Digi International Reports Fourth Quarter and Fiscal 2006 Results — Page 6
Digi International Inc.
Condensed Consolidated Statement of Operations
(In thousands, except per share amounts)
(Unaudited)
                                 
    Three months ended     Twelve months ended  
    September 30, 2006     September 30, 2005     September 30, 2006     September 30, 2005  
Net sales
  $ 41,047     $ 36,208     $ 144,663     $ 125,198  
Cost of sales (exclusive of amortization of purchased and core technology shown separately below)(A)
    18,196       15,026       62,322       49,516  
Amortization of purchased and core technology (B)
    1,329       1,164       4,836       4,191  
 
                       
Gross profit
    21,522       20,018       77,505       71,491  
 
                               
Operating expenses:
                               
Sales and marketing (A)
    7,761       7,040       28,591       26,339  
Research and development (A)
    5,634       4,681       20,861       16,531  
General and administrative (A)
    2,147       2,818       10,692       10,005  
Intangibles amortization (B)
    599       502       2,138       1,359  
In-process research and development
    2,000             2,000       300  
 
                       
Total operating expenses
    18,141       15,041       64,282       54,534  
 
                       
 
                               
Operating income
    3,381       4,977       13,223       16,957  
Other income, net
    583       217       2,044       1,026  
 
                       
Income before income taxes
    3,964       5,194       15,267       17,983  
Income tax provision
    949       1,773       4,154       318  
 
                       
 
                               
Net income
  $ 3,015     $ 3,421     $ 11,113     $ 17,665  
 
                       
 
                               
Net income per common share, basic
  $ 0.12     $ 0.15     $ 0.48     $ 0.79  
 
                       
 
                               
Net income per common share, diluted
  $ 0.12     $ 0.15     $ 0.46     $ 0.76  
 
                       
 
                               
Weighted average common shares, basic
    24,434       22,654       23,338       22,450  
 
                       
 
                               
Weighted average common shares, diluted
    25,276       23,210       24,080       23,371  
 
                       
 
(A)   Stock-based compensation expense charges due to adopting FAS 123R as of October 1, 2005 are included in the above income statement for the three and twelve months ended September 30, 2006 as shown below:
                                 
Cost of sales
  $ 24             $ 89        
Sales and marketing
    190               694        
Research and development
    129               530        
General and administrative
    204               976        
 
                         
 
  $ 547             $ 2,289        
 
                         
(B)   Amortization of purchased and core technology has been reclassified from identifiable intangibles amortization expense which is a component of general and administrative expense, to a separate line item within cost of sales for all periods presented.

 

 


 

Digi International Reports Fourth Quarter and Fiscal 2006 Results — Page 7
Digi International Inc.
Condensed Consolidated Balance Sheets
(In thousands)
                 
    September 30, 2006     September 30, 2005  
    (unaudited)          
ASSETS
               
 
               
Current assets:
               
Cash and cash equivalents
  $ 15,674     $ 12,990  
Marketable securities
    43,207       37,184  
Accounts receivable, net
    20,305       16,897  
Inventories, net
    21,911       18,527  
Other
    5,528       5,115  
 
           
Total current assets
    106,625       90,713  
 
               
Property, equipment and improvements, net
    19,488       20,808  
Identifiable intangible assets, net
    31,341       26,342  
Goodwill
    65,256       38,675  
Other
    2,026       1,093  
 
           
Total assets
  $ 224,736     $ 177,631  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Current liabilities:
               
Capital lease obligations, current portion
  $ 381     $ 414  
Accounts payable
    6,748       6,272  
Accrued expenses
    11,443       10,726  
Income taxes payable
    4,712       3,306  
 
           
Total current liabilities
    23,284       20,718  
 
               
Capital lease obligations, net of current portion
    725       1,181  
Net deferred tax liabilities
    6,897       2,195  
 
           
 
               
Total liabilities
    30,906       24,094  
 
               
Total stockholders’ equity
    193,830       153,537  
 
           
Total liabilities and stockholders’ equity
  $ 224,736     $ 177,631  
 
           

 


 

Digi International Reports Fourth Quarter and Fiscal 2006 Results — Page 8
Digi International Inc.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
                 
    Three months ended     Twelve months ended  
    September 30, 2006     September 30, 2006  
Operating activities:
               
Net income
  $ 3,015     $ 11,113  
Adjustments to reconcile net income to
               
net cash provided by (used in) operating activities:
               
Depreciation of property, equipment and improvements
    762       2,711  
Amortization of identifiable intangible assets and other assets
    2,111       7,855  
In-process research and development
    2,000       2,000  
Stock-based compensation
    547       2,289  
Deferred income taxes
    3,687       1,700  
Other
    692       256  
Changes in operating assets and liabilities:
               
Accounts receivable
    (122 )     (818 )
Inventories
    (1,815 )     (2,883 )
Other assets
    98       (195 )
Accounts payable and accrued expenses
    850       (1,988 )
Income taxes payable
    (4,993 )     (1,357 )
 
           
Net cash provided by operating activities
    6,832       20,683  
 
           
 
               
Investing activities:
               
Purchase of held-to-maturity marketable securities, net
    8,235       (6,023 )
Acquisition of MaxStream, Inc., net of cash acquired
    (16,096 )     (16,096 )
Purchase of property, equipment, improvements and certain other intangible assets
    (276 )     (1,331 )
 
           
Net cash used in investing activities
    (8,137 )     (23,450 )
 
           
 
               
Financing activities:
               
Principal payments on long-term obligations
    (118 )     (490 )
Borrowing on note payable
    5,000       5,000  
Payment on note payable
    (5,000 )     (5,000 )
Tax benefit related to the exercise of stock options
    241       726  
Proceeds from stock option plan transactions
    1,627       4,558  
Proceeds from employee stock purchase plan transactions
    209       764  
 
           
Net cash provided by financing activities
    1,959       5,558  
 
               
Effect of exchange rate changes on cash and cash equivalents
    598       (107 )
 
           
Net (decrease) increase in cash and cash equivalents
    1,252       2,684  
Cash and cash equivalents, beginning of period
    14,422       12,990  
 
           
Cash and cash equivalents, end of period
  $ 15,674     $ 15,674  
 
           

 


 

Digi International Reports Fourth Quarter and Fiscal 2006 Results — Page 9
This release contains a non-GAAP disclosure for earnings per diluted share for the three month periods ended September 30, 2006 and 2005 and for the fiscal years ended September 30, 2006 and 2005, excluding the impact of stock based compensation expense, acquisition-related expenses, and the reversal of tax reserves associated with the closure of a French and IRS audit. Additional details related to these non-GAAP disclosures are provided in the Form 8-K that Digi filed with the Securities and Exchange Commission on the date of this earnings release.
The following table provides a reconciliation of the non-GAAP measures described above to the most directly comparable GAAP measure:
Reconciliation of Reported Earnings per Diluted Share to Earnings Per Diluted Share
Excluding Stock-Based Compensation Expense, Acquisition-Related Expenses, and Reversal of Tax Reserves
(in thousands, except per share amounts)
                                 
    Three months ended     Twelve months ended  
    September 30, 2006     September 30, 2005     September 30, 2006     September 30, 2005  
Net income
  $ 3,015     $ 3,421     $ 11,113       17,665  
 
                               
Impact of stock-based compensation, net of taxes (1)
    416             1,666        
 
                               
Impact of acquisition-related expenses, net of taxes (1)
    2,099             2,095       300  
 
                               
Impact of reversal of tax reserves (1)
    (1,002 )           (1,002 )     (5,689 )
 
                       
 
                               
Net income, excluding stock-based compensation and acquisition-related expenses, net of taxes, and reversal of tax reserves (1)
  $ 4,528     $ 3,421     $ 13,872     $ 12,276  
 
                       
 
                               
Net income per common share, diluted
  $ 0.12     $ 0.15     $ 0.46     $ 0.76  
 
                               
Impact of stock-based compensation, net of taxes (1)
    0.02             0.07        
 
                               
Impact of acquisition-related expenses, net of taxes (1)
    0.08             0.09       0.01  
 
                               
Impact of reversal of tax reserves (1)
    (0.04 )           (0.04 )     (0.24 )
 
                       
 
                               
Net income per common share, diluted, adjusted for impact of stock-based compensation and acquisition-related expenses, net of taxes, and reversal of tax reserves (1)
  $ 0.18     $ 0.15     $ 0.58     $ 0.53  
 
                       
 
                               
Weighted average shares, diluted
    25,276       23,210       24,080       23,371  
 
(1)   For purposes of this non-GAAP presentation, the net of tax amounts are calculated using the effective tax rates for the three months ended September 30, 2006 and for the twelve months ended September 30, 2006 and 2005, respectively.

 

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