Digi International Reports Fourth Fiscal Quarter and Full Year 2009 Results

October 29, 2009 4:05 PM EDT

MINNEAPOLIS--(BUSINESS WIRE)-- Digi International(R) Inc. (NASDAQ: DGII, www.digi.com)

Financial highlights for the quarter and fiscal year ended September 30, 2009 include:

    --  Digi reported revenue of $40.0 million for the fourth quarter of fiscal
        2009 compared to $50.4 million in revenue for the fourth quarter of
        fiscal 2008, a decrease of $10.4 million, or 20.6%. Revenue for the year
        ended September 30, 2009 (fiscal 2009) was $165.9 million compared to
        $185.1 million for the year ended September 30, 2008 (fiscal 2008), a
        decrease of $19.2 million, or 10.3%.
    --  Earnings before taxes, depreciation, and amortization were $3.5 million
        for the fourth quarter of fiscal 2009, or 8.8% of revenue, and $14.3
        million, or 8.6% of revenue, for fiscal 2009.
    --  Digi generated cash from operations of $11.4 million for the fourth
        quarter of fiscal 2009 and $15.7 million for fiscal 2009.
    --  Digi's cash and cash equivalents and marketable securities balance,
        including long-term marketable securities, was $75.8 million at
        September 30, 2009, an increase of $8.9 million over the cash and cash
        equivalents and marketable securities balance at June 30, 2009 and an
        increase of $2.1 million over the comparable balance at September 30,
        2008. Digi re-purchased 893,162 shares of stock during fiscal 2009 for
        $6.6 million, and spent approximately $3.0 million for the acquisition
        of substantially all of the assets of MobiApps Holdings Private Limited
        (MobiApps).
    --  Digi maintained a strong balance sheet throughout fiscal 2009. The
        current ratio at September 30, 2009 was 7.4 to 1 compared to 6.4 to 1 at
        September 30, 2008.

"Although our fiscal 2009 financial results were challenged by the current worldwide economic environment, we are nonetheless pleased to report our twenty-seventh consecutive quarter of profitability, a very strong balance sheet, and the strengthening of the company's product position in 2009," said Joe Dunsmore, Digi's Chief Executive Officer. "This year Digi introduced 21 new products, entered the satellite M2M market with the acquisition of MobiApps, partnered with several leaders in the Smart Grid sector to bring cutting-edge technology to energy suppliers and consumers, and was chosen for inclusion in a new NASDAQ Smart Grid Infrastructure Index."

Below is a table setting forth certain GAAP and Non-GAAP results:

GAAP Results

(in thousands, except per share  Q4 2009    Q4 2008     FY 2009     FY 2008
amounts)

Net Sales                        $40,012    $50,417     $165,928    $185,056

Operating Income                 $1,103     $5,133      $3,070      $16,015

Net Income                       $959       $3,599      $4,083      $12,351

Net Income per Diluted Share     $0.04      $0.14       $0.16       $0.47

Non-GAAP Results

(in thousands, except per share  Q4 2009    Q4 2008     FY 2009     FY 2008
amounts)

Net Sales                        $40,012    $50,417     $165,928    $185,056

Operating Income                 $1,103     $5,133      $5,023 (1)  $18,260 (1)

Net Income                       $686 (1)   $4,033 (1)  $4,790 (1)  $14,633 (1)

Net Income per Diluted Share     $0.03 (1)  $0.16 (1)   $0.19 (1)   $0.56 (1)

(1) A table with a detailed reconciliation between GAAP operating income to
non-GAAP operating income and 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.

Business Results for the Three Months Ended September 30, 2009

Digi reported revenue of $40.0 million for the fourth fiscal quarter of 2009 compared to $50.4 million for the fourth fiscal quarter of 2008, a decrease of $10.4 million, or 20.6%.

Revenue from embedded products in the fourth fiscal quarter of 2009 was $18.8 million compared to $23.5 million in the fourth fiscal quarter of 2008, a decrease of $4.7 million, or 19.9%. Revenue from non-embedded products was $21.2 million in the fourth fiscal quarter of 2009 compared to $26.9 million in the fourth fiscal quarter of 2008, a decrease of $5.7 million, or 21.3%. The strengthening of the US dollar compared to the Euro and UK pound sterling in the fourth fiscal quarter of 2009 compared to the same quarter a year ago had an unfavorable impact on revenue of $0.3 million.

Revenue by geographic region is shown below:

Revenue by Geographic Region

(in thousands of dollars)

              Q4 FY 2009          Q4 FY 2008     FY 2009           FY 2008

EMEA
(Europe,      $ 10,662   (1)      $ 14,524   (1) $ 56,018  (1)     $ 52,956  (1)
Middle East
and Africa)

Latin           1,165               1,324          3,624             5,092
America

North           24,208   (2),(3)    29,122   (2)   90,708  (2),(3)   107,336 (2)
America

Asia Pacific    3,977    (3)        5,447    (3)   15,578  (3)       19,672  (3)

Total         $ 40,012            $ 50,417       $ 165,928         $ 185,056
revenue

(1) Includes Sarian revenue of $2.0 million and $16.2 million for the three and
twelve months ended September 30, 2009, respectively. Also includes Sarian
revenue of $3.3 million and $5.7 million for the three and twelve months ended
September 30, 2008, from date of acquisition on April 28, 2008.

(2) Includes Spectrum revenue of $1.4 million and $4.5 million for the three and
twelve months ended September 30, 2009, respectively. Also includes Spectrum
revenue of $0.8 million for both the three and twelve months ended September 30,
2008, from date of acquisition on July 23, 2008.

(3) Includes MobiApps revenue of $0.1 million in North America and $0.2 million
in Asia Pacific for the three months ended September 30, 2009. Includes MobiApps
revenue of $0.1 million in North America and $0.3 million in Asia Pacific from
date of acquisition on June 8, 2009.

Gross profit was $19.4 million in the fourth fiscal quarter of 2009 compared to $25.9 million in the same period in the prior year. The gross margin was 48.5% in the fourth fiscal quarter of 2009 compared to 51.5% in the fourth fiscal quarter of 2008, a decline of 3.0 percentage points. The gross margin was lower in the fourth fiscal quarter of 2009 than in the comparable period a year ago due to unfavorable product mix within both the embedded and non-embedded products.

Total operating expenses in the fourth fiscal quarter of 2009 were $18.3 million, or 45.8 % of revenue, compared to $20.8 million, or 41.3% of revenue, in the fourth fiscal quarter of 2008. The decrease in operating expenses in the fourth fiscal quarter of 2009 compared to the same quarter in the prior year is primarily due to savings from the restructuring plan announced in the third quarter of fiscal 2009 and the elimination of the incentive compensation program for fiscal 2009, offset partially by incremental ongoing operating expenses for Spectrum and MobiApps.

Net income was $1.0 million in the fourth fiscal quarter of 2009, or $0.04 per fully diluted share, compared to $3.6 million, or $0.14 per fully diluted share, in the fourth fiscal quarter of 2008. Non-GAAP net income and net income per fully diluted share for the fourth fiscal quarter of 2009 and 2008 were $0.7 million, or $0.03 per fully diluted share, and $4.0 million, or $0.16 per fully diluted share, respectively, as detailed elsewhere in this earnings release.

Business Results for the Twelve Months Ended September 30, 2009

For the twelve months ended September 30, 2009 (fiscal 2009), Digi reported revenue of $165.9 million compared to revenue of $185.1 million for the twelve months ended September 30, 2008 (fiscal 2008), a decrease of $19.2 million, or 10.3%. Revenue from embedded products in fiscal 2009 was $74.7 million compared to $86.6 million in fiscal 2008, a decrease of $11.9 million, or 13.8 %. Revenue from non-embedded products was $91.2 million in fiscal 2009 compared to $98.5 million in fiscal 2008, a decrease of $7.3 million, or 7.3%. Revenue from embedded products in fiscal 2009 includes $4.5 million of Spectrum revenue and $0.4 million of MobiApps revenue. Revenue from embedded products in fiscal 2008 includes $0.8 million of Spectrum revenue from date of acquisition. Revenue from non-embedded products includes Sarian-branded revenue of $16.2 million and $5.7 million for fiscal 2009 and fiscal 2008, respectively.

For the twelve months ended September 30, 2009, Digi reported net income of $4.1 million, or $0.16 per fully diluted share, compared to net income for the twelve months ended September 30, 2008, of $12.4 million, or $0.47 per fully diluted share. Net income for fiscal 2009 was reduced by the charge for restructuring expenses of $1.9 million, net of tax, or $0.07 per fully diluted share, offset partially by tax benefits of $1.2 million, or $0.05 per fully diluted share, resulting from the reversal of tax reserves associated with the extension of the research and development credit, the resolution of certain state tax matters, and the closing of a prior tax year. Net income for fiscal 2008 was reduced by the charge for in-process research and development and other expenses associated with the acquisition of Sarian of $2.1 million, or $0.08 per fully diluted share and the write-down of an impaired investment of $0.7 million, or $0.03 per fully diluted share, partially offset by a tax benefit of $0.5 million, or $0.02 per fully diluted share, resulting from the reversal of tax reserves associated with the closure of a prior tax year.

Digi's cash and cash equivalents and marketable securities balance, including long-term marketable securities, was $75.8 million at September 30, 2009, an increase of $8.9 million over the cash and cash equivalents and marketable securities balance at June 30, 2009, and an increase of $2.1 million over the comparable balance at September 30, 2008. Digi re-purchased 893,162 shares of stock during fiscal 2009 for $6.6 million and spent approximately $3.0 million for the acquisition of substantially all of the assets of MobiApps. Please refer to the Condensed Consolidated Statement of Cash Flows included in this earnings release for additional cash flow details. At September 30, 2009, Digi's current ratio was 7.4 to 1 compared to 6.4 to 1 at September 30, 2008.

Fiscal 2009 Business Highlights:

Recognition

    --  Digi was chosen to be included in the NASDAQ OMX(R) Clean Edge(R) Smart
        Grid Infrastructure Index (NASDAQ: QGRD), a new benchmark for the smart
        grid and electric infrastructure sector. The NASDAQ OMX(R) Clean Edge(R)
        Smart Grid Infrastructure Index is a modified market-capitalization
        index and includes companies that are primarily involved in electric
        grid; electric meters, devices and networks; energy storage and
        management; and enabling software used by the smart grid and electric
        infrastructure sector. The index enables investors to "easily track
        companies that are working diligently to help fully implement an energy
        grid that is more efficient, cleaner and resilient."
    --  Fortune Small Business named Digi International one of "America's 100
        Fastest Growing Small Public Companies." As a group, FSB 100 companies
        outperformed the stock market by a wide margin, posting an average
        annual return of 9.8% for the year ended May 31, 2009, compared with an
        annual loss of 28.6% for the Russell Microcap Growth Index. In the
        July/August 2009 edition of the magazine, the editors wrote, "In good
        times the FSB 100 constitutes an elite group of small public companies:
        the best of the best, measured by revenue growth and stock performance
        over the past three years. But in this Great Recession, their
        performance is nothing short of miraculous."

Key Partnerships and Customer Relationships

    --  Digi signed a partner agreement with XATA Corporation (NASDAQ: XATA),
        the expert in fleet operations optimization. Under the agreement, Digi
        will deliver iDigi, a range of its cellular and satellite communications
        products and services, to meet XATA's technology and connectivity needs
        for the for-hire and private fleet trucking marketplaces. The
        relationship is expected to expand over time, as XATA enhances its
        portfolio of communications, navigation and fleet performance software
        applications and Digi enables XATA's increased in-cab computing
        capacity.
    --  Addressing the increasing government demand for and support of smart
        grid technology, Digi partnered with leaders in the smart grid industry,
        such as Itron and Heliodyne, to supply Digi technology for smart grid
        applications in the remote monitoring and control of distribution
        automation (DA) devices, and solar water heating systems, to name a few.
        Such a modernized electricity network is a way of addressing energy
        independence, global warming and emergency resilience issues and is
        aimed at saving energy, reducing costs and increasing reliability and
        transparency in delivering electricity from suppliers to consumers using
        digital technology.
    --  Verizon Wireless chose Digi to provide a wireless broadband backup
        solution for Verizon Wireless communications stores. The Digi solution
        is being deployed at 300 Verizon Wireless communications stores across
        the US.

iDigi Bundled Wireless Solutions

    --  Digi introduced iDigi Energy, a wireless M2M solution bundle optimized
        for energy services providers. The energy solution bundle includes the
        hardware, hosted software and services necessary to accelerate Smart
        Energy deployments. iDigi Energy lowers the barriers for companies to
        build robust, next generation information services by removing the
        complexities of remote device communication.
    --  Digi announced the launch of the ZigBee Smart Energy Certified ESP
        Gateway, built upon the industry's first ZigBee Smart Energy ready
        module. As a device communication standard for home area networks (HANs)
        selected by the U.S. Department of Energy, the ZigBee Smart Energy
        Profile enables utilities to intelligently manage energy loads, monitor
        energy use and optimize consumption.
    --  Digi also introduced iDigi Tank, a wireless M2M solutions bundle
        optimized for storage tank monitoring. iDigi Tank includes the hardware,
        hosted software, and services necessary to quickly and easily build
        applications for connecting remote tanks of liquids, solids, and gases.

Wireless Acquisition

    --  Digi entered the satellite M2M market with the acquisition of MobiApps
        assets in June 2009, a purchase that positions Digi with satellite
        products and technologies that complement its wireless M2M strategy and
        gives the company a strong presence in India.

Digi Innovation

    --  Fiscal year 2009 marked another year of innovation for Digi with 21 new
        product launches, 14 of which were for wireless products.

Reconciliation Tables:

                     Reconciliation of GAAP Operating Income to Non-GAAP
                     Operating Income

                     Three months ended September  Twelve months ended September
                     30,                           30,

(Dollars in                 % of          % of            % of            % of
thousands)           2009   net    2008   net      2009   net     2008    net
                            sales         sales           sales           sales

Operating income     $      2.8 %  $      10.2 %   $      1.9 %   $       8.7 %
(GAAP basis)         1,103         5,133           3,070          16,015

Restructuring        -      -      -      -        1,953  1.2 %   -       -
expenses

In-process research
and development and
other
acquisition-related  -      -      -      -        -      -       2,245   1.2 %
expenses included
in cost of sales
and total operating
expenses

Operating income
excluding
restructuring
expenses and
in-process research  $      2.8 %  $      10.2 %   $      3.0 % * $       9.9 %
and development and  1,103         5,133           5,023          18,260
other
acquisition-related
expenses (Non-GAAP
basis)

* percentages presented may not add due to rounded numbers.

                     Reconciliation of GAAP Net Income and Net Income per Diluted Share to Non-GAAP Net
                     Income and Net Income per Diluted Share

                     Three months ended September 30,           Twelve months ended September 30,

(Dollars in
thousands, except    2009                 2008                  2009                    2008
per share amounts)

Net income and net
income per common    $ 959     $ 0.04     $ 3,599    $ 0.14     $ 4,083     $ 0.16      $ 12,351    $ 0.47
share, diluted
(GAAP basis)

Restructuring
expenses, net of       -         -          -          -          1,863       0.07        -           -
taxes

In-process research
and development and
other
acquisition-related
expenses included      -         -          -          -          -           -           2,125       0.08
in cost of sales
and total operating
expenses, net of
taxes

Writedown of an
impaired               -         -          743        0.03       -           -           663         0.03
investment, net of
taxes

Reversal of tax
reserves and other     (273 )    (0.01 )    (309  )    (0.01 )    (1,156 )    (0.05 )     (506   )    (0.02 )
discrete tax
benefits

Net income and net
income per common
share, diluted,
adjusted for
restructuring
expenses, net of
taxes, in-process
research and
development and
other                $ 686     $ 0.03     $ 4,033    $ 0.16     $ 4,790     $ 0.19    * $ 14,633    $ 0.56
acquisition-related
expenses, net of
taxes, writedown of
an impaired
investment, net of
taxes, and reversal
of tax reserves and
other discrete tax
benefits (Non-GAAP
basis)

* earnings per share presented are calculated by line item and certain amounts may not add due to use of
rounded numbers

Reconciliation of Income before Income Taxes to Earnings before Taxes,
Depreciation and Amortization

(dollars in    Three months     % of net  Twelve months
thousands)     ended September  sales     ended September  % of net sales
               30, 2009                   30, 2009

Net sales      $ 40,012         100.0%    $ 165,928        100.0%

Income before  $ 894            2.2%      $ 4,282          2.6%
income taxes

Depreciation
and              2,627          6.6%        10,057         6.1%
amortization

Earnings
before taxes,
depreciation,  $ 3,521          8.8%      $ 14,339         8.6%           *
and
amortization

*Percentages presented may not add due to use of rounded numbers.

Guidance

Digi projects revenue in a range of $40 million to $44 million for the first fiscal quarter of 2010, and net income per fully diluted share in a range of $0.02 to $0.08.

For the full year fiscal 2010, Digi projects revenue in a range of $165 million to $190 million, or an increase of 0% to 14.5% over fiscal year 2009. Digi projects net income per fully diluted share to be in a range of $0.16 to $0.42.

Fourth Quarter and Year-End 2009 Conference Call Details

Digi's management will discuss the fourth quarter and year-end results, on Thursday, October 29, 2009, after market close at 5:00 p.m. EDT (4:00 p.m. CDT). To join the call, please dial (866) 783-2145 and enter pass code 49615082. International participants may access the call by dialing (857) 350-1604 and entering pass code 49615082. 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 36829880 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 is making wireless M2M easy by developing reliable products and solutions to connect and securely manage local or remote electronic devices over the network or via the Web. Digi offers the highest levels of performance, flexibility and quality, and markets its products through a global network of distributors and resellers, systems integrators and original equipment manufacturers (OEMs). For more information, visit Digi's Web site at www.digi.com, or call 877-912-3444.

For more news and information on Digi International(R) Inc., please visit www.IRGnews.com/coi/DGII where you can find the CEO's video, a fact sheet on the company, investor presentations, and more.

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, 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 Company's customers and suppliers, the extreme volatility in fixed income, credit and equity markets which could result in actual amounts realized on the Company's 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 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, 2008 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.

This release includes non-GAAP operating income, earnings before taxes, depreciation and amortization (EBTDA), 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, income before income taxes, 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 Digi's results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Digi's results of operations in conjunction with the corresponding GAAP measures. Additionally, management understands that 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.

Digi believes that providing operating income and net income and earnings per diluted share exclusive of the impact of restructuring expenses, 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 restructuring charges, acquisitions, investments and taxes, which while important, are not central to the core operations of Digi's business. Additionally, 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. EBTDA is also used by management as a metric for executive compensation, as well as incentive compensation for the rest of the employee base, and it is monitored quarterly for these purposes.

Investor Contacts:

S. (Kris) Krishnan

Digi International

11001 Bren Road East

Minnetonka, MN 55343

952-912-3125

Email: S. (Kris) Krishnan

Erika Moran

The Investor Relations Group

11 Stone Street - 5th Floor

New York, NY 10004

212-825-3210

Email: The Investor Relations Group

For more information, visit Digi's Web site at www.digi.com, or call 877-912-3444 (U.S.) or 952-912-3444 (International).

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,

                2009        2008                  2009       2008

Net sales       $ 40,012    $ 50,417              $ 165,928  $ 185,056

Cost of sales
(exclusive of
amortization
of purchased
and core          19,507      23,367                80,470     83,096
technology
shown
separately
below)

Amortization
of purchased      1,094       1,110                 4,193      4,091
and core
technology

Gross profit      19,411      25,940                81,265     97,869

Operating
expenses:

Sales and         8,079       9,666                 35,304     36,879
marketing

Research and      6,388       6,927                 26,381     27,040
development

General and       3,125       3,639                 11,785     13,705
administrative

Intangibles       716         575                   2,772      2,330
amortization

Restructuring     -           -                     1,953      -
costs

In-process
research and      -           -                     -          1,900
development

Total
operating         18,308      20,807                78,195     81,854
expenses

Operating         1,103       5,133                 3,070      16,015
income

Other
(expense)
income:

Interest          92          645                   1,149      3,405
income, net

Other
(expense)         (301   )    (860   )              63         (505    )
income

Total other
(expense)         (209   )    (215   )              1,212      2,900
income

Income before     894         4,918                 4,282      18,915
income taxes

Income tax
(benefit)         (65    )    1,319                 199        6,564
provision

Net income      $ 959       $ 3,599               $ 4,083    $ 12,351

Net income per
common share,   $ 0.04      $ 0.14                $ 0.16     $ 0.48
basic

Net income per
common share,   $ 0.04      $ 0.14                $ 0.16     $ 0.47
diluted

Weighted
average common    24,662      25,585                24,901     25,659
shares, basic

Weighted
average common    24,981      26,002                25,183     26,242
shares,
diluted

Digi International Inc.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

                                       September 30, 2009  September 30, 2008

ASSETS

Current assets:

Cash and cash equivalents              $ 48,434            $ 14,176

Marketable securities                    22,311              59,337

Accounts receivable, net                 19,032              24,310

Inventories                              26,619              30,240

Deferred tax assets                      2,415               2,100

Other                                    3,844               3,006

Total current assets                     122,655             133,169

Marketable securities                    5,063               179

Property, equipment and improvements,    16,678              16,255
net

Identifiable intangible assets, net      26,877              34,032

Goodwill                                 86,558              86,578

Deferred tax assets                      440                 553

Other                                    677                 650

Total assets                           $ 258,948           $ 271,416

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable                       $ 5,567             $ 10,343

Accrued compensation                     3,275               5,981

Accrued warranty                         970                 1,214

Deferred payment on acquisition          2,966               -

Restructuring                            721                 -

Other                                    3,035               3,395

Total current liabilities                16,534              20,933

Deferred tax liabilities                 4,331               7,582

Income taxes payable                     4,893               4,358

Deferred payment on acquisition          2,812               5,575

Other noncurrent liabilities             792                 1,034

Total liabilities                        29,362              39,482

Total stockholders' equity               229,586             231,934

Total liabilities and stockholders'    $ 258,948           $ 271,416
equity

Digi International Inc.

Condensed Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

                                         Three months ended  Twelve months ended

                                         September 30, 2009  September 30, 2009

Operating activities:

Net income                               $ 959               $ 4,083

Adjustments to reconcile net income to
net cash provided by operations

Depreciation of property, equipment and    682                 2,581
improvements

Amortization of identifiable intangible    1,945               7,476
assets and other assets

Excess tax benefits from stock-based       (36    )            (80     )
compensation

Stock-based compensation                   828                 3,518

Deferred income taxes                      (793   )            (3,139  )

Restructuring                              (798   )            721

Other                                      453                 386

Changes in operating assets and            8,173               140
liabilities

Net cash provided by operating             11,413              15,686
activities

Investing activities:

Purchase of marketable securities          (8,874 )            (30,489 )

Proceeds from maturities of marketable     17,349              62,624
securities

Acquisition of MobiApps, net of cash       (17    )            (2,986  )
acquired

Purchase of property, equipment,
improvements and certain other             (1,536 )            (3,863  )
intangible assets

Net cash provided by investing             6,922               25,286
activities

Financing activities:

Payments on capital lease obligations      (25    )            (336    )

Excess tax benefits from stock-based       36                  80
compensation

Purchase of treasury stock                 -                   (6,576  )

Proceeds from stock option plan            298                 423
transactions

Proceeds from employee stock purchase      195                 982
plan transactions

Net cash provided by (used in)             504                 (5,427  )
financing activities

Effect of exchange rate changes on cash    (76    )            (1,287  )
and cash equivalents

Net increase in cash and cash              18,763              34,258
equivalents

Cash and cash equivalents, beginning of    29,671              14,176
period

Cash and cash equivalents, end of        $ 48,434            $ 48,434
period

    Source: Digi International Inc.

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