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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, 2023.
−Removed: On November 1, 2021, we completed our acquisition of Ventus.
−Removed: As permitted for recently acquired businesses, management has excluded this business from our assessment of internal control over financial reporting.
−Removed: This excluded business represented total assets and revenues constituting 41% and 14%, respectively, of our related consolidated financial statement amounts for the fiscal year ended September 30, 2022.
−Removed: We will be required to include them in our assessment beginning in the first quarter of fiscal 2023.
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 Digi's internal control over financial reporting was effective as of September 30, 2023 based on Internal Control–Integrated Framework (2013) issued by the COSO.
−Removed: The effectiveness of our internal control over financial reporting as of September 30, 2022 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
+Added: The effectiveness of our internal control over financial reporting as of September 30, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
Changes in Internal Control Over Financial Reporting
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Report of Independent Registered Public Accounting Firm
−Removed: Board of Directors and Shareholders
−Removed: Digi International Inc.
+Added: To the shareholders and the Board of Directors of Digi International Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Digi International Inc.
−Removed: (a Delaware corporation) and subsidiaries (the “Company”) as of September 30, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
−Removed: 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, 2022, and our report dated November 23, 2022 expressed an unqualified opinion on those consolidated financial statements.
+Added: and subsidiaries (the “Company”) as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2023, of the Company and our report dated November 22, 2023, expressed an unqualified opinion on those financial statements.
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting (“Management’s Report”).
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
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We believe that our audit provides a reasonable basis for our opinion.
−Removed: Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Ventus Wireless, LLC and affiliated entities (“Ventus”), whose financial statements reflect total assets and revenues constituting 41% and 14%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2022.
−Removed: As indicated in Management’s Report, Ventus was acquired during the year ended September 30, 2022.
−Removed: Management’s assertion of the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Ventus.
Definition and Limitations of Internal Control over Financial Reporting
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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ GRANT THORNTON LLP
−Removed: Cincinnati, Ohio
+Added: /s/ DELOITTE & TOUCHE LLP
+Added: Minneapolis, Minnesota
November 22, 2023
OTHER INFORMATION
+Added: During the three months ended September 30, 2023, no director or officer of the Company adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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Previously, she served as the Business Transformation Director at Stratasys from 2015 to May 2017, where she led a multiyear, multimillion dollar digital transformation project to implement a single global ERP platform.
+Added: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)
Sampsell has served as Executive Vice President, Corporate Development, General Counsel and Corporate Secretary since January 2022.
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from 1996 to 1999 and Moore & Van Allen, PLLC from 1993 to 1996.
−Removed: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)
Schneider has served as Senior Vice President, Supply Chain Management since January 2022.
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From 2016 to February 2019, he served as Vice President of Product Management.
−Removed: Prior to joining us, Terry held several senior-level leadership positions at PeopleNet, Inc.
+Added: Prior to joining us, Mr.
+Added: Schneider held several senior-level leadership positions at PeopleNet, Inc.
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.
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4 Description of Securities
−Removed: Filed Electronically
+Added: Incorporated by Reference
10 (a) Digi International Inc.
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Incorporated by Reference
+Added: 10 (j)(vii) Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc.
+Added: 2021 Omnibus Incentive Plan) ** (44)
+Added: Incorporated by Reference
10 (k) Form of indemnification agreement with directors and officers of the Company ** (45)
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Filed Electronically
−Removed: 23 Consent of Grant Thornton LLP
+Added: 23 (a) Consent of Grant Thornton LLP
Filed Electronically
+Added: 23 (b) Consent of Deloitte & Touche LLP
+Added: Filed Electronically
24 Powers of Attorney
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Filed Electronically
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
+Added: Exhibit Number Description Method of Filing
+Added: 97 Policy Relating to Recovery of Erroneously Awarded Compensation
+Added: Filed Electronically
101 The following financial statements from the Annual Report on Form 10-K for the year ended September 30, 2023, as filed with the Security and Exchange Commission, formatted in iXBRL (Inline eXtensible Business Reporting Language):
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Filed Electronically
−Removed: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
−Removed: 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, 2023 is formatted in iXBRL (included in Exhibit 101).
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(43) Incorporated by reference to Exhibit 10(g) to Form 10-Q for the quarter ended March 31, 2021.
+Added: (44) Incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended June 30, 2023.
(45) Incorporated by reference to Exhibit 10 to Form 10‑Q for the quarter ended June 30, 2010.
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(52) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 23, 2021.
−Removed: (52) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 2, 2022.
+Added: (53) Incorporated by reference to Exhibit 99(a) to the Company's Registration Statement on Form S-8 filed on June 9, 2023.
FORM 10-K SUMMARY
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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.