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Item 9A. Controls and Procedures

2020-11-25 compared with 2019-11-27 · 148 added, 131 removed, 217 unchanged (56% of the section changed)

3 unchanged sentences

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management of the Company, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the design and operation of our disclosure controls and procedures as of September 30, 2020.

Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2019, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d - 15(e) under the Security Exchange Act of 1934, as amended) were effective and provide reasonable assurance on the reliability of the Company's financial reporting and the preparation of its financial statements for external purposes in accordance with generally accepted accounting principles.

Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2020, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d - 15(e) under the Security Exchange Act of 1934, as amended) were effective and provide reasonable assurance on the reliability of our financial reporting and the preparation of Digi's financial statements for external purposes in accordance with generally accepted accounting principles.

Management’s Report on Internal Control Over Financial Reporting

2 unchanged sentences

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2020.

On December 13, 2019, we completed our acquisition of Opengear.

As permitted for recently acquired businesses, management has excluded this business from our assessment of internal control over financial reporting.

This excluded business represents total assets and revenues constituting 34% and 19%, respectively, of our related consolidated financial statement amounts for the fiscal year ended September 30, 2020.

We will be required to include them in our assessment beginning in the first quarter of fiscal 2021.

In making this assessment, management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control–Integrated Framework (2013).

Based on this assessment, management concluded that the Company's internal control over financial reporting was effective as of September 30, 2019 based on Internal Control–Integrated Framework (2013) issued by the COSO.

Based on this assessment, management concluded that Digi's internal control over financial reporting was effective as of September 30, 2020 based on Internal Control–Integrated Framework (2013) issued by the COSO.

The effectiveness of our internal control over financial reporting as of September 30, 2020 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Board of Directors and Shareholders

Digi International Inc.

3 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended September 30, 2019, and our report dated November 27, 2019 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended September 30, 2020, and our report dated November 25, 2020, expressed an unqualified opinion on those financial statements.

Basis for opinion

7 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Opengear, Inc., a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 34% and 19%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2020.

As indicated in Management’s Report, Opengear, Inc.

was acquired during the year ended September 30, 2020.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Opengear, Inc.

Definition and limitations of internal control over financial reporting

9 unchanged sentences

OTHER INFORMATION

Departure of Principal Officer

Effective March 1, 2019, Jon A.

Nyland, Vice President of Manufacturing Operations of the Company, resigned from all positions within our Company.

In connection with his departure and in accordance with the terms of his existing employment agreement with the Company, Mr.

Nyland received severance payments totaling $116,000, representing six months of salary.

In addition, Mr.

Nyland is entitled to receive a pro-rata bonus based on the number of months worked in fiscal 2019 and the Company's actual performance against annual objectives.

In light of our transition to third-party manufacturing during fiscal 2019, we did not seek to fill the vacancy created by his departure.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

3 unchanged sentences

As of the date of filing this Form 10-K, the following individuals were executive officers of the Registrant:

President and Chief Executive Officer

Senior Vice President, Chief Financial Officer and Treasurer

President, IoT Solutions

Vice President of Technology Services

Vice President of Corporate Development, General Counsel and Corporate Secretary

Vice President Supply Chain Management

President, IoT Products and Services

Name Age Position

Konezny 52 President and Chief Executive Officer

Loch 48 Senior Vice President, Chief Financial Officer and Treasurer

Riley 59 President, IoT Solutions

Roberts 58 Vice President of Technology Services

Sampsell 52 Vice President of Corporate Development, General Counsel and Corporate Secretary

Schneider 54 Vice President Supply Chain Management

Konezny has served as a member of our Board of Directors and as our President and Chief Executive Officer since December 2014.

13 unchanged sentences

He also served as President and Chief Operating Officer for Learn2 Corporation from 1999 to 2002.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)

Roberts has served as Vice President of Information Technology since 2005 and Vice President of Technology Services since 2013.

3 unchanged sentences

Roberts held various human resource and marketing positions at Cray Research (now known as Silicon Graphics) from 1983 to 1996.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)

Sampsell has served as Vice President of Corporate Development, General Counsel and Corporate Secretary since January 2015.

9 unchanged sentences

from 2009 to 2011 and the transportation and logistics business unit of Trimble Navigation Limited, PeopleNet's parent company from 2012 to June 2016 where he served as Vice President Supply Chain.

Ueland has served as President, IoT Products and Services since November 2018 and previously served as Senior Vice President of Global Sales from October 2016 to October 2018.

Prior to joining us, Mr.

Ueland served as President for Telit Americas from March 2014 to October 2016 and as Senior Vice President & General Manager for Telit Wireless Solutions from 2011 to March 2014.

From 2006 to 2011 he held various other positions with Telit Wireless Solutions.

Ueland held various leadership positions with Motorola and RAMAR Technology.

Code of Ethics/Code of Conduct

14 unchanged sentences

3 - Ratification of Independent Registered Public Accounting Firm" in our Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Consolidated Financial Statement and Schedules of the Company (filed as part of this Annual Report on Form 10-K)

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Consolidated Financial Statement and Schedules of Digi (filed as part of this Annual Report on Form 10-K)

Consolidated Statements of Operations for fiscal years ended September 30, 2020, 2019 and 2018

7 unchanged sentences

Unless otherwise indicated, all documents incorporated into this Annual Report on Form 10-K by reference to a document filed with the SEC are located under SEC file number 1-34033.

Exhibit Number

Method of Filing

Equity Purchase Agreement with Schechter Tech LLC (d/b/a TempAlert LLC) dated as of October 20, 2017 * (1)

Exhibit Number Description Method of Filing

2 (a) Equity Purchase Agreement with Schechter Tech LLC (d/b/a TempAlert LLC) dated as of October 20, 2017 * (1)

Incorporated by Reference

Restated Certificate of Incorporation of the Company, as amended (2)

2 (b) Agreement and Plan of Merger by and among Digi International Inc., Namath Merger Sub.

Inc., Opengear, Inc.

and Shareholder Representative Services LLC, as representative, dated as of November 7, 2019 * (2)

Incorporated by Reference

Amended and Restated By-Laws of the Company (3)

3 (a) Restated Certificate of Incorporation, as amended (3) Incorporated by Reference

3 (b) Amended and Restated By-Laws (4)

Incorporated by Reference

1 unchanged sentence

Filed Electronically

Digi International Inc.

Employee Stock Purchase Plan as amended and restated as of October 29, 2013 ** (4)

10 (a) Digi International Inc.

Employee Stock Purchase Plan as amended and restated as of December 10, 2019 ** (5)

Incorporated by Reference

Digi International Inc.

10 (b) Digi International Inc.

2000 Omnibus Stock Plan, as amended and restated as of December 4, 2009 ** (6)

Incorporated by Reference

Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (b)(i) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2000 Omnibus Stock Plan before January 26, 2010)** (7)

Incorporated by Reference

Form of Notice of Grant of Stock Options and Option Agreement (amended form for grants under Digi International Inc.

10 (b)(ii) Form of Notice of Grant of Stock Options and Option Agreement (amended form for grants under Digi International Inc.

2000 Omnibus Stock Plan on or after January 26, 2010 provided Addendum 1A applies only to certain grants made on and after November 22, 2011)** (8)

Incorporated by Reference

Digi International Inc.

10 (c) Digi International Inc.

2013 Omnibus Incentive Plan ** (9)

Incorporated by Reference

Form of Notice of Grant of Stock Options and Option Agreement including Addenda to Option Agreement that may apply to certain grants (for grants under Digi International Inc.

10 (c)(i) Form of Notice of Grant of Stock Options and Option Agreement including Addenda to Option Agreement that may apply to certain grants (for grants under Digi International Inc.

2013 Omnibus Incentive Plan)** (10)

Incorporated by Reference

Digi International Inc.

10 (d) Digi International Inc.

2014 Omnibus Incentive Plan ** (11)

Incorporated by Reference

Form of Notice of Grant of Stock Options and Option Agreement including Addenda to Option Agreement that may apply to certain grants (for grants under Digi International Inc.

10 (d)(i) Form of Notice of Grant of Stock Options and Option Agreement including Addenda to Option Agreement that may apply to certain grants (for grants under Digi International Inc.

2014 Omnibus Incentive Plan)** (12)

Incorporated by Reference

Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

10 (d)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

2014 Omnibus Incentive Plan)** (13)

Incorporated by Reference

EXHIBITS, FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number

Method of Filing

Digi International Inc.

10 (e) Digi International Inc.

2016 Omnibus Incentive Plan ** (14)

Incorporated by Reference

Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

10 (e)(i) Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

2016 Omnibus Incentive Plan)** (15)

Incorporated by Reference

Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

10 (e)(ii) Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

2016 Omnibus Incentive Plan)** (16)

Incorporated by Reference

Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (e)(iii) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2016 Omnibus Incentive Plan)** (17)

Incorporated by Reference

Digi International Inc.

10 (f) Digi International Inc.

2017 Omnibus Incentive Plan ** (18)

Incorporated by Reference

Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

10 (f)(i) Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

2017 Omnibus Incentive Plan)** (19)

Incorporated by Reference

Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc 2017 Omnibus Incentive Plan)** (19)

10 (f)(ii) Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

2017 Omnibus Incentive Plan)** (20)

Incorporated by Reference

Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (f)(iii) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2017 Omnibus Incentive Plan)** (21)

Incorporated by Reference

Digi International Inc.

10 (g) Digi International Inc.

2018 Omnibus Incentive Plan ** (22)

Incorporated by Reference

Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (g)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (23)

Incorporated by Reference

Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (g)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (24)

Incorporated by Reference

Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (g)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (25)

Incorporated by Reference

Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (g)(iv) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (26)

Incorporated by Reference

Digi International Inc.

10 (h) Digi International Inc.

2019 Omnibus Incentive Plan ** (27)

Incorporated by Reference

Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (h)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2019 Omnibus Incentive Plan)** (28)

Incorporated by Reference

Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (h)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2019 Omnibus Incentive Plan)** (29)

Incorporated by Reference

Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

10 (h)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2019 Omnibus Incentive Plan)** (30)

Incorporated by Reference

Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (h)(iv) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2019 Omnibus Incentive Plan)** (31)

Incorporated by Reference

Form of indemnification agreement with directors and officers of the Company ** (31)

10 (i) Digi International Inc.

2020 Omnibus Incentive Plan ** (32)

Incorporated by Reference

Employment Agreement between the Company and Ronald E.

Konezny dated November 26, 2014 ** (32)

10 (i)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (33)

Incorporated by Reference

Agreement between the Company and Jon A.

Nyland dated September 17, 2013 ** (33)

10 (i)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (34)

Incorporated by Reference

Offer letter with David H.

10 (i)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (35)

Incorporated by Reference

10 (i)(iv) Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (36)

Incorporated by Reference

10 (i)(v) Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (37)

Incorporated by Reference

10 (j) Form of indemnification agreement with directors and officers of the Company ** (38)

Incorporated by Reference

10 (k) Employment Agreement between the Company and Ronald E.

Konezny dated November 26, 2014 ** (39)

Incorporated by Reference

10 (l) Offer letter with David H.

Sampsell dated as of April 8, 2011 ** (40)

Incorporated by Reference

EXHIBITS, FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number

Method of Filing

Employment Agreement with Kevin C.

10 (m) Employment Agreement with Kevin C.

Riley dated January 23, 2013 ** (41)

Incorporated by Reference

Offer letter with Gokul V.

Hemmady dated June 11, 2018 ** (36)

Incorporated by Reference

Offer letter with Michael A.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

10 (n) Offer letter with Michael A.

Ueland dated September 27, 2016 ** (42)

Filed Electronically

Offer letter with Michael A.

Incorporated by Reference

10 (o) Offer letter with Michael A.

Ueland dated October 29, 2018 ** (43)

Incorporated by Reference

Offer letter with James J.

10 (p) Offer letter with James J.

Loch dated May 1, 2019 ** (44)

Incorporated by Reference

10 (q) Credit Agreement dated as of December 13, 2019, with BMO Harris Bank N.A., as administrative agent and collateral agent, BMO Capital Markets Corp., as joint lead arranger and sole book runner and Silicon Valley Bank, as joint lead arranger, other lenders from time to time party hereto (45)

Incorporated by Reference

10 (r) First Amendment to Credit Agreement dated as of April 14, 2020 by and among Digi International, Inc.

the other loan parties signatory thereto, each Lender under the Credit Agreement party thereto and BMO Harris Bank, N.A., as administrative agent (46)

Incorporated by Reference

21 Subsidiaries of the Company

4 unchanged sentences

Filed Electronically

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31 (a) Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Filed Electronically

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

31 (b) Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Filed Electronically

1 unchanged sentence

Filed Electronically

The following financial statements from the Annual Report on Form 10-K for the year ended September 30, 2019:

101 The following financial statements from the Annual Report on Form 10-K for the year ended September 30, 2020, as filed with the Security and Exchange Commission, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders' Equity, and (vi) Notes to Consolidated Financial Statements.

Filed Electronically

104 The cover page from Digi International Inc.'s Annual Report on Form 10-K for the year ended September 30, 2020 is formatted in iXBRL (included in Exhibit 101).

Filed Electronically

____________________________

2 unchanged sentences

** Management compensatory contract or arrangement required to be included as an exhibit to this Annual Report on Form 10-K.

Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on October 25, 2017.

Incorporated by reference to Exhibit 3(a) to the Company’s Form 10‑K for the year ended September 30, 1993 (File no.

Incorporated by reference to Exhibit 3(b) to the Company's Form 8-K dated August 28, 2017.

Incorporated by reference to Exhibit 99 to the Company's Registration Statement on Form S-8 filed on March 12, 2014 (File no.

Incorporated by reference to Exhibit 10(a) to the Company's Form 8-K filed on January 29, 2010.

Incorporated by reference to Exhibit 10(o) to the Company's Form 10-K for the year ended September 30, 2008.

Incorporated by reference to Exhibit 10(e)(ii) to the Company's Form 10-K for the year ended September 30, 2011.

Incorporated by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 filed on April 16, 2013 (File no.

Incorporated by reference to Exhibit 10(a)(i) to the Company’s Form 10-Q for the quarter ended March 31, 2013.

Incorporated by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 filed on March 12, 2014 (File no.

Incorporated by reference to Exhibit 10(b)(i) to the Company’s Form 10-Q for the quarter ended March 31, 2014.

Incorporated by reference to Exhibit 10(a) to the Company’s Form 10-Q for the quarter ended June 30, 2014.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed December 11, 2015.

Incorporated by reference to Exhibit 10(a)(ii) to the Company’s Form 10-Q for the quarter ended March 31, 2016.

Incorporated by reference to Exhibit 10(a)(iii) to the Company’s Form 10-Q for the quarter ended March 31, 2016.

Incorporated by reference to Exhibit 10(a)(iv) to the Company’s Form 10-Q for the quarter ended March 31, 2016.

Incorporated by reference to Appendix A to the Company's definitive proxy statement on Schedule 14A filed December 16, 2016.

Incorporated by reference to Exhibit 10(b)(ii) to the Company's Form 10-Q for the quarter ended March 31, 2017.

Incorporated by reference to Exhibit 10(b)(iii) to the Company's Form 10-Q for the quarter ended March 31, 2017.

Incorporated by reference to Exhibit 10(b)(iv) to the Company's Form 10-Q for the quarter ended March 31, 2017.

Incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed December 8, 2017.

Incorporated by reference to Exhibit 10(a)(i) to the Company's Form 10-Q for the quarter ended March 31, 2018.

Incorporated by reference to Exhibit 10(a)(ii) to the Company's Form 10-Q for the quarter ended March 31, 2018.

Incorporated by reference to Exhibit 10(a)(iii) to the Company's Form 10-Q for the quarter ended March 31, 2018.

Incorporated by reference to Exhibit 10(a)(iv) to the Company's Form 10-Q for the quarter ended March 31, 2018.

Incorporated by reference to Appendix A to the Company's definitive proxy statement on Schedule 14A filed December 14, 2018.

Incorporated by reference to Exhibit 10(a)(i) to the Company's Form 10-Q for the quarter ended March 31, 2019.

Incorporated by reference to Exhibit 10(a)(ii) to the Company's Form 10-Q for the quarter ended March 31, 2019.

Incorporated by reference to Exhibit 10(a)(iii) to the Company's Form 10-Q for the quarter ended March 31, 2019.

Incorporated by reference to Exhibit 10(a)(iv) to the Company's Form 10-Q for the quarter ended March 31, 2019.

Incorporated by reference to Exhibit 10 to the Company’s Form 10‑Q for the quarter ended June 30, 2010.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated December 3, 2014.

Incorporated by reference to Exhibit 10(l) to the Company's Form 10-K for the year ended September 30, 2013.

Incorporated by reference to Exhibit 10(m) to the Company's Form 10-K for the year ended September 30, 2013.

Incorporated by reference to Exhibit 10(a) to the Company's Form 10-Q for the quarter ended March 31, 2017.

Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed June 15, 2018.

Incorporated by reference to Exhibit 10.O to the Company's Form 10-K filed November 21, 2018.

Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed May 10, 2019.

(1) Incorporated by reference to Exhibit 2.1 to Form 8-K filed October 25, 2017.

(2) Incorporated by reference to Exhibit 2.1 to Form 8-K filed November 8, 2019.

(3) Incorporated by reference to Exhibit 3(a) to Form 10‑K for the year ended September 30, 1993 (File no.

(4) Incorporated by reference to Exhibit 3.1 to Form 8-K filed April 30, 2020.

(5) Incorporated by reference to Exhibit 10.a to Form 10-Q filed for the quarter ended March 31, 2020.

(6) Incorporated by reference to Exhibit 10(a) to Form 8-K filed January 29, 2010.

(7) Incorporated by reference to Exhibit 10(o) to Form 10-K for the year ended September 30, 2008.

(8) Incorporated by reference to Exhibit 10(e)(ii) to Form 10-K for the year ended September 30, 2011.

(9) Incorporated by reference to Exhibit 99 to Registration Statement on Form S-8 filed on April 16, 2013.

(10) Incorporated by reference to Exhibit 10(a)(i) to Form 10-Q for the quarter ended March 31, 2013.

(11) Incorporated by reference to Exhibit 99 to Registration Statement on Form S-8 filed on March 12, 2014.

(12) Incorporated by reference to Exhibit 10(b)(i) to Form 10-Q for the quarter ended March 31, 2014.

(13) Incorporated by reference to Exhibit 10(a) to Form 10-Q for the quarter ended June 30, 2014.

(14) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 11, 2015.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

(15) Incorporated by reference to Exhibit 10(a)(ii) to Form 10-Q for the quarter ended March 31, 2016.

(16) Incorporated by reference to Exhibit 10(a)(iii) to Form 10-Q for the quarter ended March 31, 2016.

(17) Incorporated by reference to Exhibit 10(a)(iv) to Form 10-Q for the quarter ended March 31, 2016.

(18) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 16, 2016.

(19) Incorporated by reference to Exhibit 10(b)(ii) to Form 10-Q for the quarter ended March 31, 2017.

(20) Incorporated by reference to Exhibit 10(b)(iii) to Form 10-Q for the quarter ended March 31, 2017.

(21) Incorporated by reference to Exhibit 10(b)(iv) to Form 10-Q for the quarter ended March 31, 2017.

(22) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 8, 2017.

(23) Incorporated by reference to Exhibit 10(a)(i) to Form 10-Q for the quarter ended March 31, 2018.

(24) Incorporated by reference to Exhibit 10(a)(ii) to Form 10-Q for the quarter ended March 31, 2018.

(25) Incorporated by reference to Exhibit 10(a)(iii) to Form 10-Q for the quarter ended March 31, 2018.

(26) Incorporated by reference to Exhibit 10(a)(iv) to Form 10-Q for the quarter ended March 31, 2018.

(27) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 14, 2018.

(28) Incorporated by reference to Exhibit 10(a)(i) to Form 10-Q for the quarter ended March 31, 2019.

(29) Incorporated by reference to Exhibit 10(a)(ii) to Form 10-Q for the quarter ended March 31, 2019.

(30) Incorporated by reference to Exhibit 10(a)(iii) to Form 10-Q for the quarter ended March 31, 2019.

(31) Incorporated by reference to Exhibit 10(a)(iv) to Form 10-Q for the quarter ended March 31, 2019.

(32) Incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended March 31, 2020.

(33) Incorporated by reference to Exhibit 10(b)(i) to Form 10-Q for the quarter ended March 31, 2020.

(34) Incorporated by reference to Exhibit 10(b)(ii) to Form 10-Q for the quarter ended March 31, 2020.

(35) Incorporated by reference to Exhibit 10(b)(iii) to Form 10-Q for the quarter ended March 31, 2020.

(36) Incorporated by reference to Exhibit 10(b)(iv) to Form 10-Q for the quarter ended March 31, 2020.

(37) Incorporated by reference to Exhibit 10(b)(v) to Form 10-Q for the quarter ended March 31, 2020.

(38) Incorporated by reference to Exhibit 10 to Form 10‑Q for the quarter ended June 30, 2010.

(39) Incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2014.

(40) Incorporated by reference to Exhibit 10(m) to Form 10-K for the year ended September 30, 2013.

(41) Incorporated by reference to Exhibit 10(a) to Form 10-Q for the quarter ended March 31, 2017.

(42) Incorporated by reference to Exhibit 10(o) to Form 10-K for the year ended September 30, 2019.

(43) Incorporated by reference to Exhibit 10.O to Form 10-K for the year ended September 30, 2018.

(44) Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 10, 2019.

(45) Incorporated by reference to Exhibit 10.1 to Form 8-K filed December 16, 2019.

(46) Incorporated by reference to Exhibit 10(c) to Form 10-Q for the quarter ended March 31, 2020.

FORM 10-K SUMMARY

17 unchanged sentences

(in thousands)

Balance at beginning of period

Charged to costs and expenses

Charged to Other Accounts

Balance at end of period

Description Balance at beginning of period Charged to costs and expenses Charged to Other Accounts Deductions Balance at end of period

Valuation allowance - deferred tax assets

6 unchanged sentences

September 30, 2018 $ 341 $ 729 $ 40 (1) $ 325 (2) $ 785

Reserve for future returns and pricing adjustments

Reserve for future credit returns and pricing adjustments

September 30, 2020 $ 2,677 $ 17,816 $ — $ 19,017 $ 1,476

1 unchanged sentence

September 30, 2018 $ 2,169 $ 10,715 $ — $ 10,324 $ 2,560

Prior period information has been restated for the adoption of ASU No.

2014-09, “ Revenue from Contracts with Customers (Topic 606), ” which we adopted on October 1, 2018.

(1) Established through purchase accounting relating to the acquisition of TempAlert

Established through purchase accounting relating to the acquisition of SMART Temps ®

(2) Uncollectible accounts charged against allowance, net of recoveries

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures