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SEC Comment Letter 0000000000-24-002988 to DAKTRONICS INC /SD/ (DAKT)

DAKTRONICS INC /SD/
Date: March 19, 2024 · CIK: 0000915779 · Accession: 0000000000-24-002988

AI Filing Summary & Sentiment

File numbers found in text: 001-38747

Date
March 19, 2024
Author
Not clearly detected
Form
UPLOAD
Company
DAKTRONICS INC /SD/

Letter

United States securities and exchange commission logo March 19, 2024 Sheila M. Anderson Chief Financial Officer Daktronics, Inc. 201 Daktronics Drive Brookings, SD 57006-5128 Re:Daktronics, Inc. Form 10-K for the Year Ended April 29, 2023 Form 8-K furnished February 28, 2024 File No. 001-38747 Dear Sheila M. Anderson: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 8-K furnished February 28, 2024 Exhibit 99.1 Earnings Release, page 1 1.We note that in the Q3 FY2024 financial highlights, the first bullet discloses that year-to- date product and service orders were $534.4 million, an increase of 6.6% as compared to $501.4 million in the same period of fiscal 2023. In light of the fact that these amounts represent non-GAAP financial measures, please revise future filings to disclose the GAAP measure of sales revenue, more prominently than the non-GAAP measure of orders. See guidance in Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the SEC Staff’s Compliance and Disclosure Interpretations of Non-GAAP Financial Measures.

Form 10-K for the Year Ended April 29, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations Gross Profit and Contribution Margin, page 28

FirstName LastNameSheila M. Anderson Comapany NameDaktronics, Inc. March 19, 2024 Page 2 FirstName LastNameSheila M. Anderson Daktronics, Inc. March 19, 2024 Page 2 2.We note your disclosure of contribution margin by segment, as well as on a consolidated basis. Please note that a segment measure of profitability that is not considered your segment measure of profitability under ASC 280, is considered a non-GAAP financial measure and subject to the guidance in Reg G and Item 10(e) of Regulation S-K. In this regard, please tell us how management uses this measure, and revise to disclose why management believes this measure is useful to investors. Also, we note your reconciliation from non-GAAP contribution margin to GAAP operating income. Please note that reconciliations of non-GAAP financial measures should begin with the comparable GAAP measure, which in this case we believe to be gross profit. Additionally, each of the segment contribution measures should be reconciled to their comparable GAAP measures. Please revise accordingly. 3.We note you disclose the reasons for the change in consolidated gross profit from fiscal 2022 to 2023, which includes many factors, including several offsetting factors. In future filings, when there are several factors affecting the change in gross profit, especially when there are offsetting amounts, please revise to quantify these amounts, when material. Additionally, in light of the fact that it appears not all segments trended consistently during the periods presented, especially in terms of gross profit as a percent of net sales, please consider including a discussion of the change in gross profit by segment. See guidance in Item 303(b) of Regulation S-K. Notes to the Financial Statements Note 1. Nature of Business and Summary of Significant Accounting Policies Investments in Affiliates, page 42 4.We note from your disclosure on page 43 that after the conversion of Notes to stock ownership in 2023, your ownership in Miortech increased to 55.9%. Please explain to us, and revise to disclose why it appears you continue to account for this investment under the equity method of accounting, rather than consolidation. Additionally, we note your disclosure that for the fiscal years 2023, 2022 and 2021, your share of losses of your affiliates was $3,332, $2,970 and $2,370, respectively. In light of the apparent significance of these amounts to your consolidated income before taxes, please explain to us how you evaluated your equity method investments under the requirements of Rule 3- 09 of Regulation S-X. Revenue Recognition, page 44 5.We note your disclosure on page 13 of your Risk Factor section, that in relation to your fixed-price contracts, you evaluate changes in estimates on a contract-by-contract basis and disclose significant changes, if material, in the Notes to Consolidated Financial Statements. The cumulative catch-up method is used to account for revisions in estimates. In light of the fact that revenue recognized over time is about half of your consolidated revenue, please revise your notes to the financial statements to disclose this information in accordance with ASC 606-10-50-17. Additionally, please revise your results of

FirstName LastNameSheila M. Anderson Comapany NameDaktronics, Inc. March 19, 2024 Page 3 FirstName LastName Sheila M. Anderson Daktronics, Inc. March 19, 2024 Page 3 operations disclosure in MD&A to separately quantify gross favorable and gross unfavorable changes in estimates material to either consolidated or segment results, accompanied by an appropriate level of analysis. Please provide us with your intended revised disclosure. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Len Jui at 202-551-6693 or Claire Erlanger at 202-551-3301 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing

Show Raw Text
United States securities and exchange commission logo
March 19, 2024
Sheila M. Anderson
Chief Financial Officer
Daktronics, Inc.
201 Daktronics Drive
Brookings, SD 57006-5128
Re:Daktronics, Inc.
Form 10-K for the Year Ended April 29, 2023
Form 8-K furnished February 28, 2024
File No. 001-38747
Dear Sheila M. Anderson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K furnished February 28, 2024
Exhibit 99.1 Earnings Release, page 1
1.We note that in the Q3 FY2024 financial highlights, the first bullet discloses that year-to-
date product and service orders were $534.4 million, an increase of 6.6% as compared to
$501.4 million in the same period of fiscal 2023.  In light of the fact that these amounts
represent non-GAAP financial measures, please revise future filings to disclose the GAAP
measure of sales revenue, more prominently than the non-GAAP measure of orders.  See
guidance in Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the SEC Staff’s
Compliance and Disclosure Interpretations of Non-GAAP Financial Measures.

Form 10-K for the Year Ended April 29, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Gross Profit and Contribution Margin, page 28

 FirstName LastNameSheila M. Anderson
 Comapany NameDaktronics, Inc.
 March 19, 2024 Page 2
 FirstName LastNameSheila M. Anderson
Daktronics, Inc.
March 19, 2024
Page 2
2.We note your disclosure of contribution margin by segment, as well as on a consolidated
basis.  Please note that a segment measure of profitability that is not considered your
segment measure of profitability under ASC 280, is considered a non-GAAP financial
measure and subject to the guidance in Reg G and Item 10(e) of Regulation S-K.  In this
regard, please tell us how management uses this measure, and revise to disclose why
management believes this measure is useful to investors. Also, we note your reconciliation
from non-GAAP contribution margin to GAAP operating income.  Please note that
reconciliations of non-GAAP financial measures should begin with the comparable GAAP
measure, which in this case we believe to be gross profit.  Additionally, each of the
segment contribution measures should be reconciled to their comparable GAAP
measures.  Please revise accordingly.
3.We note you disclose the reasons for the change in consolidated gross profit from fiscal
2022 to 2023, which includes many factors, including several offsetting factors. In future
filings, when there are several factors affecting the change in gross profit, especially when
there are offsetting amounts, please revise to quantify these amounts, when material.
Additionally, in light of the fact that it appears not all segments trended consistently
during the periods presented, especially in terms of gross profit as a percent of net sales,
please consider including a discussion of the change in gross profit by segment.  See
guidance in Item 303(b) of Regulation S-K.
Notes to the Financial Statements
Note 1. Nature of Business and Summary of Significant Accounting Policies
Investments in Affiliates, page 42
4.We note from your disclosure on page 43 that after the conversion of Notes to stock
ownership in 2023, your ownership in Miortech increased to 55.9%.  Please explain to us,
and revise to disclose why it appears you continue to account for this investment under the
equity method of accounting, rather than consolidation.  Additionally, we note your
disclosure that for the fiscal years 2023, 2022 and 2021, your share of losses of your
affiliates was $3,332, $2,970 and $2,370, respectively.  In light of the apparent
significance of these amounts to your consolidated income before taxes, please explain to
us how you evaluated your equity method investments under the requirements of Rule 3-
09 of Regulation S-X.
Revenue Recognition, page 44
5.We note your disclosure on page 13 of your Risk Factor section, that in relation to your
fixed-price contracts, you evaluate changes in estimates on a contract-by-contract basis
and disclose significant changes, if material, in the Notes to Consolidated Financial
Statements. The cumulative catch-up method is used to account for revisions in estimates.
In light of the fact that revenue recognized over time is about half of your consolidated
revenue, please revise your notes to the financial statements to disclose this information in
accordance with ASC 606-10-50-17.  Additionally, please revise your results of

 FirstName LastNameSheila M. Anderson
 Comapany NameDaktronics, Inc.
 March 19, 2024 Page 3
 FirstName LastName
Sheila M. Anderson
Daktronics, Inc.
March 19, 2024
Page 3
operations disclosure in MD&A to separately quantify gross favorable and gross
unfavorable changes in estimates material to either consolidated or segment results,
accompanied by an appropriate level of analysis. Please provide us with your intended
revised disclosure.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Len Jui at 202-551-6693 or Claire Erlanger at 202-551-3301 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing