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
April 23, 2009Date of report (date of earliest event reported)
(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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(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.
On April 23, 2009, Digi International Inc. (the “Company”) reported its financial results for
the second quarter of fiscal 2009. See the Company’s press release dated April 23, 2009, which is
furnished as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.
NON-GAAP FINANCIAL MEASURES
The press release furnished as Exhibit 99.1 and certain information the Company intends to
disclose on the conference call include certain non-GAAP financial measures. These measures include
earnings before taxes, depreciation, amortization (“EBTDA”) and historical and projected net income and net income per
diluted share exclusive of the impact certain non-recurring items. The non-recurring items consist
of discrete tax benefits and projected restructuring expenses. The reconciliation of the EBTDA measure to the most directly comparable
GAAP financial measure is included below. The reconciliations of the net income and net income per
diluted share measures to the most directly comparable GAAP financial measures are provided in the
press release.
Management understands that there are material limitations on the use of non-GAAP measures.
Non-GAAP measures are not substitutes for GAAP measures, such as net income, for the purpose of
analyzing financial performance. 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. The
disclosure of these measures does not reflect all charges and gains that were actually recognized
by the Company. These non-GAAP measures are not in accordance with, or an alternative for measures
prepared in accordance with, generally accepted accounting principles and may be different from
non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on
any comprehensive set of accounting rules or principles. Management believes that non-GAAP
measures have limitations in that they do not reflect all of the amounts associated with the
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 historical and projected 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 taxes and other discrete items, such
as the projected restructuring charge, which while important are not central to
the core operations of the Company’s business.
Reconciliation of Income before Income Taxes to Earnings before Taxes,
Depreciation and Amortization
(in thousands of dollars and as a percent of Net Sales)
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For the three |
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months ended |
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March 31, 2009 |
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% of net sales |
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Net sales |
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40,085 |
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100.0 |
% |
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Income before income taxes |
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$ |
994 |
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2.5 |
% |
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Depreciation and amortization |
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2,421 |
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6.0 |
% |
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Earnings before taxes, depreciation, and amortization |
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$ |
3,415 |
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8.5 |
% |
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2