Ladies and gentlemen, thank you for standing by. And welcome to the Digi International First Fiscal Quarter 2020 Conference Call. At this time, all participants are in a listen-only mode. After the speaker presentation there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, CFO, Jamie Loch. You may begin.

Thank you, Latif. Good afternoon, everyone, and thank you for joining us today to discuss the fiscal 2020 first quarter results of Digi International. Joining me on today's call is Ron Konezny, our President and CEO. Ron will provide his thoughts on our business, and I will follow with the highlights of our financial performance. Following our prepared remarks, we will take your questions. We issued our earnings release shortly after the market closed. You may obtain a copy through the Financial Releases section of our Investor Relations website at digi.com. Some of the statements that we make during this call are considered forward looking and are subject to significant risks and uncertainties. These statements reflect our expectations about future operating and financial performance and speak only as of today's date. We undertake no obligation to update publicly or revise these forward-looking statements. While we believe the expectations reflected in our forward-looking statements are reasonable, we give no assurance such expectations will be met or that any of our forward-looking statements will prove to be correct. For additional information, please refer to the forward-looking statements section in our earnings release today and the risk factors sections of our 2019 Form 10-K and subsequent reports on file with the SEC. Finally, certain of the financial information disclosed on this call includes non-GAAP measures. Information required to be disclosed about these measures, including reconciliations to the most comparable GAAP measures, are included in the earnings release. The earnings release is also an exhibit to a Form 8-K that can be accessed through the SEC filings section of our Investor Relations website. Now I'll turn the call over to Ron.

Thank you, Jamie, and welcome to everyone that has joined our call today. We're off to a good start in our fiscal 2020 year, capped by the closing of the Opengear acquisition. We welcome Opengear to the Digi family. As indicated by the Opengear acquisition, the growing maturity of our IoT Solutions business segment and our annual guidance, Digi is focused on profitable growth. Because of our low capital requirements and acquisition activities, we have been presenting both GAAP and non-GAAP profitability metrics. The non-GAAP metrics, EBITDA and adjusted EPS, provide our stakeholders with a run rate view of our operating profitability. Growth will continue to be an imperative but will be viewed with a profitability lens for both our organic and inorganic initiatives. In that context, I will provide an update on our business segments. Our IoT Products & Services Business segment, now includes the results of our Opengear acquisition. To reflect the integration of Opengear into Digi and to comply with SEC regulations, we will not be providing stand-alone results for Opengear. We are ahead of our new product revenue projections, which we expect to increase from $40 million to $70 million in fiscal 2020, led by our cellular product family and enhanced by new and improved service offerings that complement our products. We continue to experience high win rates on our key accounts and top opportunities with strong performance from our direct sales team. We commenced deployment of our Smart City project and have a strong funnel built to take the collective experience to other opportunities. Gross margin improved and operating expenses were well managed to produce strong profitability. We are working hard to improve our channel partnerships to ensure they are supported and enjoy profitable growth while managing inventory levels. With the addition of Opengear, we…

Thanks, Ron, and good afternoon, everyone. Starting with some of the key financial highlights that contributed to the financial results of our fiscal first quarter. Quarter revenue performance was $62.3 million, with adjusted EBITDA performance of $6.4 million, which is 7.3% of revenue. Both of those items are better than the top end range from the last guidance that we provided you. On a per diluted share basis, our adjusted EPS was $0.15 per diluted share, also exceeding our quarterly guidance range, while our GAAP EPS was $0.01 per diluted share compared to our guidance range of a loss of $0.02 to $0.02 gain per diluted share. Finally, we put our cash to work during our first fiscal quarter with the successful closing of the Opengear acquisition. We funded this acquisition through approximately $38 million of domestic cash on hand, combined with an additional $110 million in proceeds from our credit facility through our lending partners. While we now have net debt position on our balance sheet for the first time in company history, we do expect to generate significant cash during fiscal year 2020. Breaking down the results by Business segment, I'll start with our Products & Services business. The financial impact of Opengear was not material to the overall performance of the business in the first fiscal quarter. Integration efforts are quickly embedding Opengear into the IoT Products & Services business. Standalone Opengear results will not be presented, and we will stay consistent with segment reporting requirements. IoT Products & Services revenue increased year-over-year 2.5% in the first fiscal quarter of 2020 to $54.6 million. There are several factors that contributed to the growth. While not material, incremental revenue associated with the Opengear acquisition, higher sales from our cellular products and increased services revenue. These increases were partially…

[Operator Instructions] Our first question comes from Scott Searle of ROTH Capital. Your line is open.

Hey, good afternoon. Thanks for taking my question. Congratulations on the Opengear transaction closing. Ron and Jamie, just to follow-up on your comments on the guidance into the March quarter, it does seem even more back-end loaded. I was hoping we could work through a little bit more details in qualitative comments in terms of how you're expecting the Opengear to ramp. It sounds like it's more of a seasonal business. Is there anything else that's really changed on the margin? And is the coronavirus and any sort of impact kind of factored into that seasonal impact as well? And then I had another follow-up.

Yes, I'll just make some comments and then maybe Jamie can offer any additions as well. Historically, Opengear has had a ramp. They have been growing and they ramp throughout the year sequentially. So, we think that will continue as well inside of Digi. So, we have their revenue ramping. And we also – we knew that first quarter was going to be a lighter quarter for us. So we're seeing the ramp continue based off that quarter. We did a little bit better than we thought we would initially, but we do see both the Digi IoT business as well as Solutions ramping throughout the fiscal year as well. So, you've got three entities that we're expecting sequential quarterly improvement. On the coronavirus, right now, we haven't felt any specific impact in terms of delivering Products & Services. We do have some suppliers in China, in particular, that have been told to stay home and not go to office for a week or two. That's not going to have any material impact on us, but I don't think any of us know how serious this will get, and if there'll be any continued extensions of the Chinese New Year holiday. If the extensions go long enough, then we’ll certainly get worried. And so that's the kind of stuff we're monitoring very closely. We don't generate a ton of revenue from China, but we are dependent on them from a supply chain perspective.

And if I could, Ron, just followup on Opengear, maybe a little bit more granularity. I think it's heavily skewed towards a data center, but there's a lot of branch office built into there as well. I was wondering if you could give us a little bit of color in terms of the demand trends that you're seeing right now both from an end market standpoint and a geographic standpoint. And ultimately, what is the growth rate in the market here for out of band solutions? Thanks.

Yes, those are good questions. What Opengear has experienced that really has started off with strong results in what we would call core data centers, and the growth of the edge has really outpaced the growth of core data centers. For a lot of people, we tend to think of data centers as being the hyperscalers like Amazon and Google and Facebook, but there's a lot of investment going on across various industries in both cloud as well as hybrid cloud and increasingly Edge deployments. More and more companies are looking to have intelligence closer to where activities are being generated and reducing latency and improving responsiveness of their solutions. So we expect those secular trends to continue. We do believe Opengear, their growth rate, which has been in double digits is outpacing the market growth rate for out of band, which has been estimated to be 7% to 9%, so we do think that they've been taking share.

Great. Thank you.

Thank you. Our next question comes from Anthony Stoss of Craig-Hallum. Your line is open.

Hi, guys. Great job on the gross margins. I'm curious, maybe for Jamie. If you think there's a shot in fiscal 2020 on a quarterly basis that you could cross over that 50% mark, and maybe a little bit more detail on what drove the strength on the gross margin side in December. And then I have a couple of follow-ups.

Yes. Thanks, Tony. I think margin improvement is something that we've kept an eye on. It's nice to see that flow through. I think one of the risks on crossing over that threshold at an aggregated level, and it sounds funny to say that it's a risk. But depending on that mix of the solutions business, there is a lot of capital purchasing that takes place. Those equipment margins will spike up a revenue number, and those would come sub-50 sometimes. And so that could place some pressure there. It's more OpEx dependent than I think we would have a better chance. I think we continue to see the margin improvement activities that we're taking on the Products & Services side. We have good mix. We are seeing good cost actions continuing to flow through, especially as we moved our manufacturing to third parties. And so, it is definitely something that I think is in eyeshot, but probably a little too early for me to give you a firm commitment on. But I do think it's a possibility.

Okay. Thanks for that. And then, Ron, I know you've only had Opengear under your belt for about a month. I'm just curious what kind of cross-sell opportunities you're seeing? Also, if there is any kind of cost of goods synergies or best practices that you folks are learning from the Opengear team, and then also I didn't hear much talk about the legacy products group . I'm just curious if that's expected to be down sequentially from March.

Those are all really good questions. We're off to a really fast start with the integration of the Opengear team. And again, a lot of it is because we share some DNA with Digi, with Opengear, and with Accelerate. So culturally, it's been a really good fit. We absolutely are learning things from Opengear and how they do with channel, how they go to market, how they focus on their customers, and we have identified some great opportunities to do some account mapping. There are several customers where they've been invited from an out of band perspective, and those same customers, many times retail are looking for business continuity. So we think there's going to be some opportunities to really collaborate between the two on the go to market as well as we have been working to consolidate our supply chain operations in terms of sourcing. We've established a strategic sourcing group for that very purpose. So we do think there is opportunity for us to enhance our cost of goods and hopefully continue to capture that in gross margin percentage. We're also working closely with our contract manufacturer strategy to make sure we get good spend and low transformation rates there.

Okay. Then last question on the IoT Solutions group being down sequentially in the December quarter. I'd love to hear just a little bit more on why that happened. And then do you expect that group to be up flat or down sequentially in the March quarter?

Yes. We have some nice subscriber additions. So we're happy with the subscriber additions. The mix of the subscriber additions didn't have quite as much one-time revenue upfront. We had a good chunk of those that shows the bundled model, which of course depresses your topline revenue, even though, again it builds nice subscribers and ARR. We do expect sequential improvement not only in our Q2, but throughout the year. We have some larger enterprise deals, in particular in the food segment that we expected to have closed and they slipped into future quarters. So as I mentioned in my comments, we don't feel like we are losing opportunities as much as we're not getting them to move more quickly and making sure they understand the ROI.

Great. Thank you.

Thank you. Our next question comes from Mike Walkley of Canaccord Genuity. Your line is open.

Great. Thanks. Ron, just to build on that last question as we think about the IoT Solutions business. I know it can be lumpy, depending on whether the customers buy upfront or not, but is there another way we could think about maybe how to track the health and growth of the business? Is the site additions you think 3,000 to 4,000 a quarter kind of a good run rate or you think some of these large projects that you're bidding on that you should see bigger site additions throughout the year in terms of sequential site addition growth?

Mike, great question. We are really focused on that subscriber count because we think it's closely tied to annualized recurring revenue. It's a high margin portion and most investors will look at the margin on that recurring run rate business that both is growing and we're retaining and keeping customers happy. 3,000 to 4,000 site adds have been something we've publicly commented as our target, and I think we can go further in certain periods when we get larger enterprise deals that complement that sort of – what run rate business.

Great, thank you. And just going back to the stronger seasonality in the back half of the year. Thanks for sharing kind of the Opengear seasonality. As part of the seasonality to some of these smart city potential deals in the pipeline, maybe you can comment on the one, how it's rolling out? Is that more back-half weighted? And do you think given your pipeline, you might have some others to maybe that add to that back half of the year revenue trajectory.

Yes. It's another good question. And the first large Smart City project that we announced last year and have begun deployment that certainly will pace some of the revenue. The other applications we're chasing and the pipeline is building do have longer sales cycles. We've got many times the government hands to be involved. And there's an RFP procurement process. So we do think that the pipeline is building and that we'll be able to capture some of those opportunities, but they are going to happen towards the second half of the year.

Great. Thanks. Last question for me, and I'll pass it on. Jamie, just a little housekeeping. Can you just help us maybe with the purchase accounting, just kind of what you're modeling now for the non-GAAP to GAAP walk through for amortization and interest expense?

So, Mike thanks. It's a good question. I'm not ready to do that. We are still working through that. As you know, we've got a couple of quarters before we finalize that. So we've got some prelim numbers that are on the book based on a first pass on the valuation. But we will continue to work through that in terms of our Q2 numbers. And as we finalize that, I'll be a little bit more ready to actually give you the sort of what we project on a permanent go-forward basis. But right now, it's awfully early in the purchase accounting cycle.

Okay. Understood. Thanks for the updated non-GAAP EPS guidance. Good luck with the year and thanks for my question.

Thanks Mike.

Thank you. Our next question comes from Jaeson Schmidt of Lake Street. Your line is open.

Hey, guys. Thanks for taking my questions. Just I want to follow-up on some of the previous questions on some of the deals in the IoT Solutions that slipped out of the December quarter. Curious if you could just quantify, how much revenue that related to, and provide some color on why those deals got pushed?

Yes. As I mentioned, I think one of our opportunities is to help customers that have not had an opportunity to deploy IoT projects in the past to help them have success. And many times, we're helping getting them trained and then they're on their own for a period. And we're going to have to have boots on the ground during those key testing periods to make sure they understand how the system works. If they run into problems, we're there to advocate for them and for the solution. So I think that's the big challenge we have in front of us. The opportunity is to help customers, have success initially and gain confidence in the rollout. I don't have specific numbers for you, but the pipeline, it's very strong. It's the best it's ever been in terms of the opportunities that we're chasing. The key for us is to help customers gain the confidence that they can get this ROI quickly as they look at the initial pilots that typically start these enterprise deals.

Okay. That's helpful. And then just lastly, curious your thoughts on what inventory looks like in the distribution channel?

It's really around $20 million, which is pretty standard for us. So there's no excessive inventory in the channel or neither isn't necessarily particularly at a low point.

Okay. Thanks a lot.

That number of course, excludes any Opengear. But Opengear generally does not have a ton of inventory in the channel.

Okay.

Thank you. Our next question comes from Greg Burns of Sidoti & Company. Please go ahead.

Good morning or afternoon. When you guided for this quarter, were you assuming any Opengear in that guidance?

No. We do not. So we had, I think, nine business days of Opengear that we had not previously incorporated in. We expected a January 1 close date in our guidance.

Okay. Then could you let us know, just – I assume it's a small number, but how much revenue, and did it contribute anything to EPS?

Yes. Greg, it is a small number. And because it's embedded in the segments, I think the best I can tell you is that it was not material to the quarter in terms of revenue or in terms of EPS. So it was not material. But because of the way we've got it integrated, right now, we won't to be able to carve it out because it's cutting into our segment reporting, as we've laid it out.

Okay. And then in terms of the solutions business, I think the – you had mentioned the ARR was about $15 million at the end of our year, at the end of the fourth quarter. Similar type number this quarter, despite the site growth, our ARPU is declining? Or what's – why aren't we seeing a little bit sequential?

Yes, I think we actually – I think we – correct me if I’m wrong, Jamie, but I think it was approaching $15 million...

Yes. So the reality is, we're kind of – we're kind of directionally guiding to that number, Greg. So we said it's approaching, it's a function of rounding. So when you really break it down the sites, times the ARPU. Now the ARPU on the incremental sites is down a little bit as Ron kind of talked about based on what the site adds were which – you have different ARPUs based on the verticals you're filling. So it's not anything that's artificially low or lower than the acceptable range. It's in the range based on the verticals that we provided and that – we actually talked about this pre-call, we do run into this area where you kind of get a nuance of approaching to $15 million and it doesn't look like it moved. But if you took it out past that decimal point on $15 million, you'd see that there was actually a pretty decent move on it.

Yes. Our ARPUs are generally holding both in an aggregate level as well as per vertical.

Okay, thanks. And then lastly, what was the rate on the debt?

It was – it's a tiered structure on the debt based on our leverage position. The coming out was 2.25 plus and then as our leverage goes down, it will stagger itself down from there.

Okay, thank you.

Yes.

Thank you. Your next question comes from David Gearhart of First Analysis. Your question, please.

Hi, good afternoon. Thank you for taking my questions. My first question relates to the IoT Solutions business. I know you've said that it should ramp sequentially as you go through the year. In the past you said 20%, last quarter I think you said 15% plus. Can you give us an update on that estimated growth rate that we should kind of think about as a CAGR?

Yes. This is really no update to that – to the estimate from last quarter kind of consistent with our reiteration of the annual guidance. So we do expect – it is going to vary depending upon what portion of the market relax a bundled or OpEx pricing model, but with the take rates we've assumed, which are going to be more directed towards the food or restaurant segments that that will still be able to hold those expectations.

Got it. And then lastly from me, it's been a while since you've talked about the mature legacy business as part of Digi. Wondering if you could give us an update in terms of where it stands in terms of absolute revenue and the percentage declines, something we can model out the drag and kind of when you should see relief from that drag?

Yes, it's a really good question because what's happening is the Opengear portfolio really fits nicely into that product family. There's also some active dialog on the sales forces of Digi and Opengear, what set of products do each salesforce want to take advantage of. It's a little bit early and we want to be very sensitive to how Opengear runs our business and vice versa. In our model, we assumed a 5% to 10% decline in our network business, which is consistent with previous years. We have done some new product introductions, our Anywhere USB and Connect IT, which we think can have the potential to moderate that type of trajectory. But we also are reviewing that with the Opengear team to make sure we've got a good go-to-market. There are a number of Digi customers, for example, that could benefit from the Opengear solution and in some cases, as I mentioned earlier, we could complement Opengear solution with cellular routers from our Digi portfolio.

Thanks for the color. That's it from me.

Thank you. [Operator Instructions] The next question comes from the line of Dick Ryan of Dougherty. Your line is open.

Thank you. So, just a housekeeping one, Jamie, I'm not sure I caught or if you provided the services revenue in the quarter?

Dick, for solutions or inside of IoT Products & Services?

Inside Product & Services.

No, we haven't called that out. Typically we report just the segments. And so we reported that, but we didn't call out services standalone. I'll tell you that we have seen growth in there and – but we haven't traditionally carved that outside of the segment.

Okay, thank you. Ron, your ES&G documentation obviously, that's kind of an investment focus. People are looking at what's your – what are your expectations for your documentation when will you provide and what are you hoping to do there?

Yes, it's a good question. We're early in this journey and I think that the good news is we have a number of actions and accomplishments that we have already implemented or have taken advantage of that are consistent with, I think some really nice ESG programs. And we expect really on a quarterly basis to give at least some updates on the program and have it documented on our website. And again a lot of these things, we just moved into a Gold Leaf headquarters. We do have a diverse independent Board, we're active in many of our communities and with our employees and so we're going to provide data to back up these things. In addition to the spirit of our policies and one of the challenge as you've seen from some announcements is they're bold on ambition but lack maybe some data points. And one of the objectives we have is to really provide data to back up any statements that we have.

Okay, great. Thank you.

Thank you. At this time, I'd like to turn the call back over to Ron Konezny for closing remarks. Sir?

Thank you, Latif. In closing, I want to thank the entire Digi team, our customers and our partners. We are steadfast in our commitment to profitable growth and to building shareholder value. Thank you and have a good evening.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.