EX-99.2
5
tm2131473d1_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
Ventus Holdings Acquisition
November 2021
| PUBLIC | © DIGI INTERNATIONAL INC. 2
Safe Harbor
This presentation includes forward looking statements. These statements reflect
our expectations about future operating and financial performance of both the
acquired company and Digi following the acquisition and speak only as of the date of
this presentation. Actual results, performance, or developments could differ
materially from those expressed or implied by the forward-looking statements
contained in this presentation as a result of known and unknown risks, uncertainties,
and other factors including those identified in Digi's Form 10-K and other periodic
filings with the Securities and Exchange Commission.
SCALABILITY
MANAGEABILITY
SECURITY
RELIABILITY
Solving MISSION-CRITICAL and BUSINESS-CRITICAL machine
communications challenges in the most DEMANDING
ENVIRONMENTS
• Reliance on Digi's experience, strength, and quality products
Digi differentiates by providing software and service enabled
hardware supported by responsive and knowledgeable resources
• Proven, no-nonsense SOLUTIONS THAT WORK - and keep
working
NASDAQ
DGII 1985 650+ 16 279 15%
Year
Founded
Employees
Worldwide
Consecutive Years
of Profitability
Million In
F20 Revenue
Profit
Margins
Strength In Numbers
Digi Transforms Work by Connecting the
World's People and Machines
4
• Grow ARR faster than top
line growth
• Grow profits faster than
top line growth
| PUBLIC | © DIGI INTERNATIONAL INC. 5
• Managed Network Service market is
$57.4B with a projected 7.5% CAGR over
the next five years*
• MNaaS combines technical design,
implementation, and 24x7 expert
management of WAN solutions
• Ventus services >170,000 sites, has
averaged 13% growth, and less than 1%
annual churn over the past five years
Ventus is a Wireless Leader in Managed Network as
a Service (MNaaS)
* Markets and Markets September 2021 report
Ventus MNaaS Components
Edge
Intelligence
• Custom and third party
solutions
• Accelerated provisioning
• Performance reporting
Connectivity • Cellular primary and failover
• Wired solutions
• WiFi
Management • Technical design
• Provisioning and installation
• 24x7 expert support
| PUBLIC | © DIGI INTERNATIONAL INC. 6
Ventus Accelerates Digi's Transformation
• Builds off decades of experience with reliable, wireless edge
hardware to enable software, services, and subscription
• Long lasting, high retention value proposition and customer
relationships more than doubles Digi's ARR
• Profitable and cash generating, Ventus is immediately accretive
to A-EPS, and expected to be accretive to EPS in FY23.
• Meaningful growth and R&D synergies
• Ventus' results expected to be reported in our IoT Solutions
business segment
Ventus reported revenues of $25.9M for the first six months of 2021, and ARR of $45M as of June 30, 2021.
| PUBLIC | © DIGI INTERNATIONAL INC. 7
Terms
• All cash
• $347.4M upfront, no earn out
• Represents just over eight times recurring
revenue
Attractive Terms and Financing
Financing
• New debt facilities:
̶ $350M Term B Loan
̶ $35M Revolver (untapped)
• BMO Harris Commitment
• Retired existing $48M debt facility
• Closed 11/1/2021
More details on the combined financials and leverage will be reported on November 10, 2021 earnings.
| PUBLIC | © DIGI INTERNATIONAL INC. 8
Track Record of Successful Acquisitions in Both
Business Segments
2015 2018 2017 2016 2019
Secure IT Infrastructure
Task Management &
Condition Monitoring
Task Management &
Condition Monitoring
Condition Monitoring
Enterprise LTE
Networking Solutions
Condition Monitoring
2021
IIoT Monitoring
and Control
LoRa Solutions

EX - 99 . 2 5 tm2131473d1 _ ex99 - 2 . htm EXHIBIT 99 . 2 Exhibit 99 . 2 Ventus Holdings Acquisition November 2021 | PUBLIC | © DIGI INTERNATIONAL INC . 2 Safe Harbor This presentation includes forward looking statements . These statements reflect our expectations about future operating and financial performance of both the acquired company and Digi following the acquisition and speak only as of the date of this presentation . Actual results , performance , or developments could differ materially from those expressed or implied by the forward - looking statements contained in this presentation as a result of known and unknown risks , uncertainties , and other factors including those identified in Digi 's Form 10 - K and other periodic filings with the Securities and Exchange Commission . SCALABILITY MANAGEABILITY SECURITY RELIABILITY Solving MISSION - CRITICAL and BUSINESS - CRITICAL machine communications challenges in the most DEMANDING ENVIRONMENTS • Reliance on Digi 's experience , strength , and quality products Digi differentiates by providing software and service enabled hardware supported by responsive and knowledgeable resources • Proven , no - nonsense SOLUTIONS THAT WORK - and keep working NASDAQ DGII 1985 650 + 16 279 15 % Year Founded Employees Worldwide Consecutive Years of Profitability Million In F20 Revenue Profit Margins Strength In Numbers Digi Transforms Work by Connecting the World 's People and Machines 4 • Grow ARR faster than top line growth • Grow profits faster than top line growth | PUBLIC | © DIGI INTERNATIONAL INC . 5 • Managed Network Service market is $ 57.4B with a projected 7 . 5 % CAGR over the next five years * • MNaaS combines technical design , implementation , and 24x7 expert management of WAN solutions • Ventus services > 170,000 sites , has averaged 13 % growth , and less than 1 % annual churn over the past five years Ventus is a Wireless Leader in Managed Network as a Service ( MNaaS ) * Markets and Markets September 2021 report Ventus MNaaS Components Edge Intelligence • Custom and third party solutions • Accelerated provisioning • Performance reporting Connectivity • Cellular primary and failover • Wired solutions • WiFi Management • Technical design • Provisioning and installation • 24x7 expert support | PUBLIC | © DIGI INTERNATIONAL INC . 6 Ventus Accelerates Digi 's Transformation • Builds off decades of experience with reliable , wireless edge hardware to enable software , services , and subscription • Long lasting , high retention value proposition and customer relationships more than doubles Digi 's ARR • Profitable and cash generating , Ventus is immediately accretive to A - EPS , and expected to be accretive to EPS in FY23 . • Meaningful growth and R & D synergies • Ventus ' results expected to be reported in our IoT Solutions business segment Ventus reported revenues of $ 25.9M for the first six months of 2021 , and ARR of $ 45M as of June 30 , 2021 . | PUBLIC | © DIGI INTERNATIONAL INC . 7 Terms • All cash • $ 347.4M upfront , no earn out • Represents just over eight times recurring revenue Attractive Terms and Financing Financing • New debt facilities : ̶ $ 350M Term B Loan ̶ $ 35M Revolver ( untapped ) • BMO Harris Commitment • Retired existing $ 48M debt facility • Closed 11 / 1 / 2021 More details on the combined financials and leverage will be reported on November 10 , 2021 earnings . | PUBLIC | © DIGI INTERNATIONAL INC . 8 Track Record of Successful Acquisitions in Both Business Segments 2015 2018 2017 2016 2019 Secure IT Infrastructure Task Management & Condition Monitoring Task Management & Condition Monitoring Condition Monitoring Enterprise LTE Networking Solutions Condition Monitoring 2021 IIoT Monitoring and Control LoRa Solutions