DIGI INTERNATIONAL INCDGII
DIGI INTERNATIONAL INC Goodwill & Intangibles Disclosure
GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS, NET
Identifiable Intangible Assets, Net
Amortizable identifiable intangible assets, net as of September 30, 2025 and 2024 were comprised of the following (in thousands):
| September 30, 2025 | September 30, 2024 | ||||||||||||||||||||||||||||||||||
| Gross carrying amount | Accum. amort. | Net | Gross carrying amount | Accum. amort. | Net | ||||||||||||||||||||||||||||||
| Purchased and core technology | $ | 100,986 | $ | (67,533) | $ | 33,453 | $ | 85,041 | $ | (63,654) | $ | 21,387 | |||||||||||||||||||||||
| License agreements | 112 | (112) | — | 112 | (112) | — | |||||||||||||||||||||||||||||
| Patents and trademarks | 45,468 | (24,870) | 20,598 | 40,335 | (22,047) | 18,288 | |||||||||||||||||||||||||||||
| Customer relationships | 408,198 | (111,561) | 296,637 | 309,223 | (95,989) | 213,234 | |||||||||||||||||||||||||||||
| Non-compete agreements | 600 | (600) | — | 600 | (600) | — | |||||||||||||||||||||||||||||
| Order backlog | 1,000 | (1,000) | — | 1,000 | (1,000) | — | |||||||||||||||||||||||||||||
| Total | $ | 556,364 | $ | (205,676) | $ | 350,688 | $ | 436,311 | $ | (183,402) | $ | 252,909 | |||||||||||||||||||||||
Amortization expense is included in our consolidated statements of operations in cost of sales and general and administrative expense. Amortization expense in cost of sales includes amortization for purchased and core technology and certain patents and trademarks.
Amortization expense for fiscal years 2025, 2024 and 2023 was as follows (in thousands):
| Fiscal year | Total | ||||
| 2025 | $ | 22,141 | |||
| 2024 | 24,552 | ||||
| 2023 | $ | 25,226 | |||
Estimated amortization expense for the next five fiscal years is as follows (in thousands):
| Fiscal year | Total | ||||
| 2026 | $ | 28,504 | |||
| 2027 | 28,504 | ||||
| 2028 | 28,296 | ||||
| 2029 | 26,412 | ||||
| 2030 | $ | 26,009 | |||
The changes in the carrying amount of goodwill by reportable segments are (in thousands):
| IoT Products & Services | IoT Solutions | Total | |||||||||||||||
| Balance on September 30, 2023 | $ | 173,957 | $ | 167,636 | $ | 341,593 | |||||||||||
| Foreign currency translation adjustment | 1,136 | 45 | 1,181 | ||||||||||||||
| Balance on September 30, 2024 | $ | 175,093 | $ | 167,681 | $ | 342,774 | |||||||||||
| Acquisition | — | 50,209 | 50,209 | ||||||||||||||
| Foreign currency translation adjustment | 173 | (284) | (111) | ||||||||||||||
| Balance on September 30, 2025 | $ | 175,266 | $ | 217,606 | $ | 392,872 | |||||||||||
3. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS, NET (CONTINUED)
No goodwill impairment has been recorded in any period presented. Goodwill represents the excess of cost over the fair value of net identifiable assets acquired. Goodwill is quantitatively tested for impairment on an annual basis as of June 30, or more frequently if events or circumstances occur which could indicate impairment. We continue to have two reportable and operating segments, our IoT Products & Services segment and our IoT Solutions segment (see Note 4). These two reporting units were included in our fiscal 2025 annual impairment test.
For our quantitative goodwill impairment tests, we determine the estimated fair value of each reporting unit and compare it to the carrying value of the reporting unit, including goodwill. If the carrying amount of a reporting unit is higher than its estimated fair value, then an impairment loss must be recognized for the excess. Fair values for the two reporting units were each estimated on a standalone basis using a weighted combination of the income approach and market approach.
The income approach indicates the fair value of a business based on the value of the cash flows the business or asset can be expected to generate in the future. A commonly used variation of the income approach used to value a business is the discounted cash flow (“DCF”) method. The DCF method is a valuation technique in which the value of a business is estimated on the earnings capacity, or available cash flow, of that business. Earnings capacity represents the earnings available for distribution to stockholders after consideration of the reinvestment required for future growth. Significant judgment is required to estimate the amount and timing of future cash flows for each reporting unit and the relative risk of achieving those cash flows. Key assumptions used in the analysis were related to the determination of discount rates and forecasts of future revenue, margins and earnings before income taxes, depreciation and amortization margins. The market approach indicates the fair value of a business or asset based on a comparison of the business or asset to comparable publicly traded companies or assets and transactions in its industry as well as our prior acquisitions. This approach can be estimated through the guideline company method. This method indicates fair value of a business by comparing it to publicly traded companies in similar lines of business. After identifying and selecting the guideline companies, we make judgments about the comparability of the companies based on size, growth rates, profitability, risk, and return on investment in order to estimate market multiples. These multiples are then applied to the reporting units to estimate a fair value.
Assumptions and estimates to determine fair values under the income and market approaches are complex and often subjective. They can be affected by a variety of factors. These include external factors such as industry and economic trends. They also include internal factors such as changes in our business strategy and our internal forecasts. Changes in circumstances or a potential event could negatively affect the estimated fair values. We will continue to monitor potential impacts to our assumptions, as any changes could potentially affect our cash flows and market capitalization. If our future operating results do not meet current forecasts or if we experience a sustained decline in our market capitalization that is determined to be indicative of a reduction in fair value of one or more of our reporting units, we may be required to record future impairment charges for goodwill.
Results of our Fiscal 2025 Annual Impairment Test
As of June 30, 2025, we had a total of $175.5 million of goodwill for the IoT Products & Services reporting unit and $167.6 million of goodwill for the IoT Solutions reporting unit. At June 30, 2025, the fair value of goodwill exceeded the carrying value for each reporting units and no impairment was recorded.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Nov 21, 2025 | Showing above |
| 2024 | Nov 22, 2024 | |
| 2023 | Nov 22, 2023 | |
| 2021 | Nov 24, 2021 | |
| 2020 | Nov 25, 2020 | |
| 2019 | Nov 27, 2019 | |
| 2018 | Nov 21, 2018 | |
| 2017 | Nov 22, 2017 | |
| 2016 | Dec 13, 2016 | |
| 2015 | Nov 30, 2015 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.