SEC Company Response from DAKTRONICS (DAKT) — Feb 29, 2008
DAKTRONICS INC /SD/ (DAKT) (CIK 0000915779)
Date: Feb. 29, 2008 · CIK: 0000915779 · Accession: 0000915779-08-000014
AI Filing Summary & Sentiment
File numbers found in text: 000-23246
Referenced dates: February 1, 2008
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CORRESP
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29 February 2008
Via EDGAR and Federal
Express
Mr. Terence O’Brien
Accounting Branch Chief
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
Re:
Daktronics, Inc.
Form 10-K for the Fiscal Year Ended April 28, 2007
Filed June 22, 2007
File No. 000-23246
Dear Mr. O’Brien:
We have received your comment letter dated February 1, 2008 requesting explanation and
supplemental information on the above-referenced filing and have provided the
underlying information in response. We welcome comments you make on our filings, as our
goal is to ensure that the filings are in accordance with all applicable rules and
regulations. Each of your comments are included and numbered in the same order as your
letter and are followed by our response.
Intellectual Property
1. In future
filings, please include information about material patents, including their duration,
pursuant to Item 101(c)(1)(iv) of Regulation S-K.
Response:
Item 101(c)(1)(iv) of Regulation S-K states in part
“To the extent material to an understanding of the registrant's business taken as
a whole, the description of each such segment shall include the information specified
in paragraphs (c)(1) (i) through (x) of this Section.” We believe that most of
our patents are not material to an understanding of our business within the meaning of
Item 101(c)(1)(iv) of Regulation S.-K. The principal purpose of most of our patents is
not to create a barrier to entering our markets or give us a competitive advantage.
Instead, we view most of our patents as part of our defensive strategy. Therefore most
of our patents are designed to evidence when we created the technology covered by such
patents in order to prevent a third party from arguing that it created new technology.
For this reason, in our filings with the Securities and Exchange Commission, we used
the phrase “limited proprietary protection.” However, we acknowledge that
some of our patents should be described due to their material nature, and we will
enhance these disclosures in our future filings to clarify the aforementioned
items.
Customers
2. In future
filings, please identify the customer from which you derived over 10% of your revenue
pursuant to Item 101(c)(1)(vii) of Regulation S-K.
Response:
Item 101(c)(1)(vii) of Regulation S-K requires disclosure
of the name of the customer when sales exceed 10% and where the loss of such customer
would have a material adverse effect on the registrant and its subsidiaries taken as a
whole. The nature of our business generally is not repetitive business from one or a
few significant customers year after year. In any fiscal year, we may receive more than
10% of our sales from one customer to which we had no sales in previous fiscal years
and to which we expect limited or no sales in future fiscal years. (Note also that the
likelihood of a 10% customer has decreased significantly due to our growth.) Thus, the
loss of a single customer, even if sales from that customer represented more than 10%
of our sales in a fiscal year, generally is not materially adverse to us. If the loss
of a customer that represents more than 10% of our annual sales on an ongoing basis
would be material, we would disclose the name of the customer in future filings. I
would also point out that the customer in question in the disclosure was not expected
at the time of filing and has not become a 10% customer in fiscal year 2008.
Competition
3. At the beginning
of the third paragraph, you state that the competitive landscape has changed
significantly due to consolidation of your competitors. In future filings, please
identify your main competitors.
Response:
Item 101(c)(1)(x)
of Regulation S-K states in part “Generally, the names of competitors need not be
disclosed. The registrant may include such names, unless in the particular case the
effect of including the names would be misleading. Where, however, the registrant knows
or has reason to know that one or a small number of competitors is dominant in the
industry it shall be identified.” Based on the foregoing, we do not believe that
the names of our competitors should be disclosed, as none of our competitors are
dominant in the different segments in which we compete. However, based on your comment,
in future filings we will describe in more detail the nature of the competition and the
fact that no competitor is dominant.
Risk Factors
We enter into fixed-priced contracts on a
regular basis
4. You state that
you have certain long-term contracts and we note your discussion about long-term
contracts in Note 7 of the Notes to Consolidated Financial Statements. In future
filings please include a summary of the material terms of such contracts in your
business section and file them as exhibits if required under Item 601(b)(10) of
Regulation S-K.
Response:
We suspect that our use of the term
“long-term contracts” may be confusing and warrants clarification. In SOP
81-1 the term used is “long-term construction contracts,” which is what we
are referring to in the third paragraph under Critical Accounting Policies and
Estimates and in other parts of our Form 10-K. In Note 7 of the Notes to the
Consolidated Financial Statements, long-term contracts refer to sales contracts where
payments (receivables) are received over a number of years. In both cases, we will
clarify this terminology in our future filings, and will do so in our Quarterly Report
on Form 10-Q for the fiscal quarter ended January 26, 2008. These contracts are entered
into in the normal course of our business and do not meet the materiality requirements
for disclosure under Item 601(b)(10) of Regulation S-K.
Statements of Income
5. In future
filings, please separately disclose product sales and service revenues pursuant to
Article 5-03.1 of Regulation S-X. If service revenues are immaterial then please
provide clarifying disclosure in future filings.
Response:
Our service revenues are less than 10% of revenues and
therefore are not required to be disclosed under Article 5-03.1 of Regulation S-X. In
future filings, we will provide disclosure of this fact within Note 1 of the Notes to
Consolidated Financial Statements and other places as appropriate. We have also added
this disclosure in our Form 10-Q for the fiscal quarter ended January 26,
2008.
Results of Operations
6. Please expand
your discussion of results of operations in future filings to quantify the reasons for
the fluctuations in your line items year over year. Your current disclosures are
unclear to readers as to which are the significant factors. For example, we note the
following:
·
You disclose the most significant
factors affecting gross profit margin in fiscal year 2007 as compared to
fiscal year 2006 included the costs of bringing additional capacity on-line
which included new facilities, higher costs of depreciation and
inefficiencies in the manufacturing process, the costs associated with
implementing lean manufacturing techniques, performance on contracts, the
impact of operating at capacity during a significant portion of the year
and higher overall warranty costs.
·
You disclose selling expenses
increased in fiscal year 2007 as compared to fiscal year 2006 due to higher
levels of personnel costs, international expansion, employee benefits,
travel and entertainment expenses, depreciation, telephone costs, the
increased number of sales and service offices and other costs associated
with a higher number of employees.
The enhanced disclosure should enable a reader
to better understand the extent to which operating results were impacted by specific
factors. See Section 501.12.b.4 of the Financial Reporting Codification.
Response:
In future filings, we will further clarify our
disclosure to indicate which factors have a greater impact on changes in material items
and the relative relationships between the items disclosed. Also, where it is possible
and feasible, we will add more quantitative analysis so that the reader is able to
distinguish which items are materially driving key fluctuations.
Liquidity and Capital
Resources
7. Please revise
your liquidity and capital resources disclosures in future filings to discuss the
underlying reasons for the changes in the account balances that affected your cash
flows year over year. For example, please discuss the reasons for the increase in your
accounts receivables, inventories, and costs and estimated earnings in excess of
billings. Consider providing a discussion of days sales outstanding ratio and inventory
turnover ratio to allow your readers to better understand the increases in these
balances. See Section 501.13.b of the Financial Reporting Codification.
Response:
We concur with this suggestion, and will include these
disclosures in future filings as set forth in the Financial Reporting
Codification.
Note 16. Quarterly Financial Data
(Unaudited)
8. In future
filings, please provide clarifying disclosures either here or in MD&A about the
reasons for 4th
quarter earnings fluctuations. We note that
4th
quarter earnings declined 50% whereas sales
increased 22%. See the analogous guidance in paragraph 31 of APB 28.
Response:
Paragraph 31 of APB 28 states that in the absence of a
separate fourth quarter report or disclosure of results, certain types of items should
be disclosed. To the extent required under APB 28, we intend to address this through a
brief summary in the MD&A. To the extent that the fluctuations are the result of
our regular volatility due to our business model and not due to the items listed in
paragraph 31 of APB 28, we will state that and provide a general discussion of reasons
for the material fluctuations.
Executive Compensation
Compensation Discussion and Analysis
Setting Executive Compensation
9. We note that (i)
you do not provide any information, including quantification, on the specific items of
corporate performance taken into account in making base salary decisions (Items
402(b)(1)(v) of Regulation S-K); (ii) you do not identify how the maximum amount of an
annual incentive bonus is determined; (iii) you state that the Board of Directors and
the Compensation Committee have discretion in increasing or decreasing payouts to a
named executive officer; however, you do not identify any particular exercises of
discretion regarding compensation decisions (Item 402(b)(vi) of Regulation S-K); and
(iv) you do not list any factors considered in deciding to increase or decrease
compensation materially. In future filings, please address all of the requirements of
Item 402(b) of Regulation S-K.
Response:
We will take into account these comments in our upcoming
proxy and in other future filings. Subject to the specifics of our approach to
compensation, we will address each item to the extent it applies, and, to the extent it
does not, we will add clarifying disclosure, as necessary.
10. In accordance
with Item 402(b)(1)(xi) of Regulation S-K, in future filings please add a discussion
related to payments in connection with a change in control event and how those payments
are triggered. We note your discussion under subheading “Post-Employment
Compensation.” In future filings, please expand your discussion in this section
to itemize each payment made in connection with, but not limited to, (i) termination of
a named executive officer’s employment following a change in control event, (ii)
termination without cause or for good reason; (iii) termination other than without
cause or for good reason. Also, further disclose whether the vesting of option awards
is accelerated as a result of such events.
Response:
We will incorporate this disclosure in our next proxy
statement and in other future filings.
11. In your
discussion of “Deferred Compensation Arrangements” in future filings please
include a short summary of the material terms with respect
to payouts, withdrawals and other distributions. See Item 402(c)(3)(iii) of Regulation
S-K.
Response:
We will incorporate this disclosure in our next proxy
statement and in other future filings.
Signatures
12. Please note in
future filings that the Form 10-K must be signed by the principal accounting officer or
controller of the company.
Response:
The Annual Report on Form 10-K for fiscal 2007 was signed
by the principal accounting officer, as our Chief Financial Officer is both the
principal financial officer and the principal accounting officer. We will disclose this
in future filings as requested.
Form 10-Q for the Quarterly Period ended
October 27, 2007
Results of Operations, page 19
13. We note
beginning in your Form 10-Q for the quarterly period ended October 27, 2007, you have
begun to present your business within five reportable segments, and as a result, you
now provide a separate discussion of net sales for each of your segments. In future
filings, please expand your discussion of results of operations to also in