What changed in this filing

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Item 9A. Controls and Procedures

2021-11-24 compared with 2020-11-25 · 52 added, 32 removed, 333 unchanged (20% of the section changed)

10 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).

10 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2021, 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, 2020, and our report dated November 25, 2020, expressed an unqualified opinion on those 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, 2021, and our report dated November 24, 2021 expressed an unqualified opinion on those consolidated 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

87 unchanged sentences

Incorporated by Reference

2 (c) Purchase Agreement dated as of November 1, 2021 by and among Keith Charette, Steven Glaser, The Keith R.

Charette DE Incomplete – Gift Non-Grantor Trust, Ventus Networks, LLC, Ventus Holdings, LLC, Ventus IP Holdings, LLC, Ventus Wireless Services, Inc., Ventus Wireless CA, Inc., VClipz, Inc., and Digi International Inc.

Incorporated by Reference

3 (a) Restated Certificate of Incorporation, as amended (4) Incorporated by Reference

30 unchanged sentences

Incorporated by Reference

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

10 (e) Digi International Inc.

4 unchanged sentences

Incorporated by Reference

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.

64 unchanged sentences

Incorporated by Reference

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

10 (j) Digi International Inc.

2021 Omnibus Incentive Plan **(39)

Incorporated by Reference

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

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

2021 Omnibus Incentive Plan) ** (40)

Incorporated by Reference

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

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

2021 Omnibus Incentive Plan) ** (41)

Incorporated by Reference

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

2021 Omnibus Incentive Plan) ** (42)

Incorporated by Reference

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

2021 Omnibus Incentive Plan) ** (43)

Incorporated by Reference

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

2021 Omnibus Incentive Plan) ** (44)

Incorporated by Reference

10 (j)(vi) Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (45)

Incorporated by Reference

10 (k) Form of indemnification agreement with directors and officers of the Company ** (46)

Incorporated by Reference

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

Konezny dated November 26, 2014 ** (47)

Incorporated by Reference

10 (l) Offer letter with David H.

10 (m) Offer letter with David H.

Sampsell dated as of April 8, 2011 ** (48)

Incorporated by Reference

10 (m) Employment Agreement with Kevin C.

10 (n) Employment Agreement with Kevin C.

Riley dated January 23, 2013 ** (49)

Incorporated by Reference

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

10 (n) Offer letter with Michael A.

10 (o) Offer letter with Michael A.

Ueland dated September 27, 2016 ** (50)

Incorporated by Reference

10 (o) Offer letter with Michael A.

10 (p) Offer letter with Michael A.

Ueland dated October 29, 2018 ** (51)

Incorporated by Reference

10 (p) Offer letter with James J.

10 (q) Offer letter with James J.

Loch dated May 1, 2019 ** (52)

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)

10 (r) Amended and Restated Credit Agreement dated as of March 15, 2021 with BMO Harris Bank N.A., as administrative agent and collateral agent, BMO Capital Markets Corp., as joint lead arranger and sole bookrunner, and Silicon Valley bank, as joint lead arranger and syndication agent, and the other lenders from time to time party thereto *** (53)

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)

10 (s) Second Amended and Restated Credit Agreement dated as of November 1, 2021, by and among Digi International Inc., as the Borrower, BMO Harris Bank N.A., as administrative agent and collateral agent, BMO Capital Markets Corp., as sole lead arranger and book runner, and the other lenders from time to time party thereto *** (54)

Incorporated by Reference

14 unchanged sentences

Filed Electronically

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

104 The cover page from Digi International Inc.'s Annual Report on Form 10-K for the year ended September 30, 2021 is formatted in iXBRL (included in Exhibit 101).

4 unchanged sentences

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

*** Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

(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 2.1 to Form 8-K filed November 1, 2021.

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

10 unchanged sentences

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

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

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

21 unchanged sentences

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

(39) Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 4, 2021.

(40) Incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended March 31, 2021.

(41) Incorporated by reference to Exhibit 10(c) to Form 10-Q for the quarter ended March 31, 2021.

(42) Incorporated by reference to Exhibit 10(d) to Form 10-Q for the quarter ended March 31, 2021.

(43) Incorporated by reference to Exhibit 10(e) to Form 10-Q for the quarter ended March 31, 2021.

(44) Incorporated by reference to Exhibit 10(f) to Form 10-Q for the quarter ended March 31, 2021.

(45) Incorporated by reference to Exhibit 10(g) to Form 10-Q for the quarter ended March 31, 2021.

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

5 unchanged sentences

(52) 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.

(53) Incorporated by reference to Exhibit 10.1 to Form 8-K filed March 19, 2021.

(54) Incorporated by reference to Exhibit 10.1 to Form 8-K filed November 1, 2021.

FORM 10-K SUMMARY

22 unchanged sentences

September 30, 2019 $ 3,291 $ 529 $ — $ 10 $ 3,810

Valuation account - doubtful accounts

September 30, 2020 $ 968 $ 2,534 $ — $ ( 276 ) (2) $ 3,778

September 30, 2019 $ 785 $ 635 $ — $ 452 (2) $ 968

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

Reserve for future credit returns and pricing adjustments

2 unchanged sentences

September 30, 2019 $ 2,560 $ 12,640 $ — $ 12,523 $ 2,677

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

(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