Digi International Inc. (“Digi”) (Nasdaq: DGII), a leading global provider of business and mission-critical Internet of Things (IoT) products, services and solutions, today announced its acquisition of Jolt Software, Inc., a leading solutions provider to the convenience store and food and beverage industries, for approximately $145.5 million in cash, net of Jolt’s cash and otherwise subject to customary adjustments. The acquisition marks a significant milestone for Digi’s SmartSense® business in advancing operational intelligence and compliance automation across foodservice, grocery, convenience, healthcare and other verticals. The acquisition supports Digi’s strategy to expand annual recurring revenues (ARR) through high-value, scalable subscription offerings. Jolt will be integrated into SmartSense and will report results as part of the IoT Solutions segment.
Digi funded the purchase price utilizing its current credit facility. In its fiscal year ended January 31, 2025, Jolt generated over $20 million in ARR, with ARR growth rate from the prior fiscal year exceeding the year-over-year growth rate of ARR in Digi’s existing IoT Solutions segment for its fiscal year ended September 30, 2024. The transaction is expected to be immediately accretive to adjusted earnings per share upon closing. Digi also expects to generate an incremental $11 million in annualized adjusted EBITDA through synergies by the end of calendar 2026. Upon completion of the acquisition, Digi anticipates a net debt to adjusted EBITDA leverage ratio of 1.46x.
As part of the transaction, Jolt brings with it certain tax attributes, including a net operating loss carryforward of approximately $30 million, subject to a Section 382 analysis, which may provide future tax benefits to Digi.
Faegre Drinker Biddle & Reath LLP served as legal counsel to Digi in connection with the acquisition. Baird acted as financial advisor to Jolt, while Wilson Sonsini Goodrich & Rosati LLP provided legal counsel.
“This acquisition positions Digi to deepen customer engagement, expand our market footprint, and accelerate ARR growth,“ said Ron Konezny, President and CEO of Digi International. “Jolt’s proven platform and customer base complement SmartSense’s IoT-driven compliance and analytics capabilities. Together, we’re making a strategic step forward in our mission to deliver intelligent automation and operational excellence across industries.”
“This powerful combination redefines how our customers manage compliance and daily operations,” said Guy Yehiav, President of SmartSense by Digi. “By joining forces, we’re delivering intelligent, scalable tools that drive accountability, efficiency, and performance across multi-site environments. Our solutions empower customers with prescriptive actions that help them meet their critical objectives and create exceptional experiences for their own customers.”
Customers can expect SmartSense real-time monitoring, sensor technology, and prescriptive analytics coupled with Jolt’s intuitive digital task workflows, employee scheduling, communication tools, and label printing and management. Together, these capabilities will empower organizations to:
- Automate compliance tasks and reduce operational risk
- Streamline daily workflows for frontline teams
- Increase efficiency and accountability across multi-site operations
- Improve food safety, regulatory adherence, and team performance
- Dynamic label printing that empowers teams to boost accuracy, cut costs, and ensure compliance
The integrated solution addresses the growing need for intelligent, scalable, and user-friendly tools that simplify complexity across dynamic operating environments. As a new standard in operational excellence, SmartSense and Jolt are poised to deliver deeper value, faster deployment, and greater ROI for customers across core verticals.
“By integrating our platforms, we will redefine operational excellence,” said Josh Bird, CEO of Jolt. “Our customers will continue to experience the intuitive Jolt platform they know and trust, now amplified by SmartSense’s unmatched IoT and compliance automation expertise. Together, we’re setting a new standard on performance, accountability, and customer success.”
Strategic Highlights for Investors
- ARR Acceleration: Jolt’s subscription-based model adds meaningful ARR and strengthens Digi’s SaaS revenue mix.
- Cross-Sell Synergies: Combined capabilities create new opportunities across foodservice, retail, healthcare, and convenience verticals.
- Customer Diversification in Solutions Segment: Jolt’s enterprise and mid-market customers complement SmartSense’s footprint and expand Digi’s reach.
- Innovation Pipeline: Integration of Jolt’s task and workforce management tool with SmartSense’s IoT platform enhances product roadmap and customer value propositions.
Updated Fourth Fiscal Quarter 2025 and Full-Year Fiscal 2025 Guidance
With the combination of Jolt and Digi, our outlook for fiscal 2025 changes. ARR is projected to grow approximately 28%, revenue is projected to grow approximately 1%, and Adjusted EBITDA is projected to grow 8% to 9%, in each case as compared to the prior fiscal year. We are updating our fourth fiscal quarter estimates:
- Revenue: $108.5 million to $112.5 million
- Adjusted EBITDA: $26.0 million to $27.5 million
- Adjusted Net Income per Diluted Share: $0.48 to $0.52 based on a weighted average diluted share count of 38.1 million shares.
Due to the debt financing associated with the Jolt acquisition, we no longer expect to be net cash positive by the end of the fiscal year.
We provide forward-looking estimates for Adjusted Net Income per Diluted Share as well as Adjusted EBITDA targets on a non-GAAP basis. We do not reconcile these items to their most comparable U.S. GAAP measure, as it is not possible to predict without unreasonable efforts numerous items that include but are not limited to the impact of foreign exchange translation, restructuring, interest, and certain tax-related events. Given the uncertainty, any of these items could have a significant impact on U.S. GAAP results.
We’re encouraged by the combination of Digi and Jolt, and we remain committed to scaling the business through inorganic growth opportunities that align strategically and contribute to ARR. Digi remains well-positioned to pursue additional transactions that we believe will deliver meaningful value to stockholders and customers.
Conference Call Details
Digi will discuss the acquisition of Jolt Software, Inc. on a conference call on Tuesday, August 19, 2025 at approximately 8:30 a.m. ET (7:30 a.m. CT). The call will be hosted by Ron Konezny, President and Chief Executive Officer, and Jamie Loch, Chief Financial Officer.
Participants may register for the conference call at: https://register-conf.media-server.com/register/BI825b74345cf2442ea273ac614748ef0f. Once registration is completed, participants will be provided a dial in number and passcode to access the call. All participants are asked to dial-in 15 minutes prior to the start time.
Participants may access a live webcast of the conference call through the investor relations section of Digi’s website, https://digi.gcs-web.com/ or the hosting website at: https://edge.media-server.com/mmc/p/x3chtkyj/.
A replay will be available within approximately two hours after the completion of the call for approximately one year. You may access the replay via webcast through the investor relations section of Digi’s website.
A copy of this release can be accessed through the financial releases page of the investor relations section of Digi’s website at www.digi.com.
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