Item 5. Other Information
ITEM 5. OTHER INFORMATION
During the three months ended March 31, 2024, 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.
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Immaterial Correction of Prior Period Financial Statements
As discussed in Note 6 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, the Company discovered a disclosure error related to the measure of profit and loss previously disclosed. ASC 280-10-50-22 requires the disclosure of the measure of profit or loss as reviewed by the CODM. Our CODM reviews the measures of profit for each operating segment excluding certain costs that are directly attributable to reportable segments, which are unallocated to the operating segments. As a result, the Company has corrected the disclosure to separately disclose the unallocated expenses outside of the IoT Products & Services and IoT Solutions segments gross profit and operating income (loss) amounts. The errors have no impact on the consolidated balance sheet, consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows. Management has evaluated the misstatement and concluded it was not material to prior periods. The Company will also correct the Consolidated Financial Statements for the prior periods that will be presented in the Form 10-K filing for the year ended September 30, 2023. The Company will also correct the comparable Q3 2023 and Q1 2024 Condensed Consolidated Financial Statements that will be presented in the Q3 2024 and Q1 2025 Form 10-Q filings, respectively.
The following tables reflect the effects of the corrected disclosures of the Company's previously reported Condensed Consolidated Financial Statements for the three months ended December 31, 2023, three and nine month ended June 30, 2023 and for the years ended September 30, 2023 and September 30, 2022, which will be corrected in future filings:
Three months ended December 31, 2023 Three months ended June 30, 2023 Nine months ended June 30, 2023 Year ended September 30, 2023 Year ended September 30, 2022
Gross Profit
IoT Products & Services Operating Segments Gross Profit $ 45,217 $ 48,889 $ 143,041 $ 197,666 $ 167,994
Unallocated IoT Products & Services Expenses (1,358) (1,660) (2,674) (9,708) (7,877)
Total IoT Products & Services Segment Gross Profit 43,859 47,229 140,367 187,958 160,117
IoT Solutions Operating Segments Gross Profit 17,241 17,209 49,712 66,741 55,986
Unallocated IoT Solutions Expenses — (619) (1,867) (2,496) 183
Total IoT Solutions Segment Gross Profit 17,241 16,590 47,845 64,245 56,169
Total gross profit $ 61,100 $ 63,819 $ 188,212 $ 252,203 $ 216,286
Operating Income (Loss)
IoT Products & Services Operating Segments Operating Income $ 11,700 $ 14,445 $ 43,099 $ 63,308 $ 50,408
Unallocated IoT Products & Services Expenses (1,359) (2,349) (5,355) (12,151) (8,846)
Total IoT Products & Services Segment Operating Income 10,341 12,096 37,744 51,157 41,562
IoT Solutions Operating Segments Operating Income (Loss) 1,792 1,045 1,060 1,826 (3,211)
Unallocated IoT Solutions Expenses — (665) (2,190) (2,888) (131)
Total IoT Solutions Segment Operating Income (Loss) 1,792 380 (1,130) (1,062) (3,342)
Total operating income $ 12,133 $ 12,476 $ 36,614 $ 50,095 $ 38,220
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ITEM 6. EXHIBITS
Exhibit No. Description Method of Filing
3 (a) Restated Certificate of Incorporation of the Company, as amended (1) Incorporated by Reference
3 (b) Amended and Restated By-Laws of the Company (2)
Incorporated by Reference
31 (a) Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
Filed Electronically
31 (b) Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
Filed Electronically
32 Section 1350 Certification
Filed Electronically
101 The following materials from Digi International Inc.'s Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2024, as filed with the Security and Exchange Commission, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Stockholders' Equity; and (vi) the Notes to the Condensed Consolidated Financial Statements.
Filed Electronically
104 The cover page from Digi International Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2024 is formatted in iXBRL (included in Exhibit 101).
____________
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Digi agrees to furnish to the Commission a copy of any omitted schedule upon request.
** Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-Q.
(1) Incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year ended September 30, 1993.
(2) Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 30, 2020.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
DIGI INTERNATIONAL INC.
Date: May 3, 2024 By: /s/ James J. Loch
James J. Loch
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Authorized Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.