SecProbe.io

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 Lawrence S. Elbaum

 lelbaum@velaw.com

 Tel 212.237.0084

 Fax 917.849.5379
 Via EDGAR and Email
 March 13, 2025 Christina Chalk
 Associate Chief Office of Mergers and Acquisitions
 Division of Corporation Finance U.S. Securities and Exchange
Commission 100 F Street, N.E. Washington, D.C. 20549-3628
 Laura McKenzie Special Counsel
 Office of Mergers and Acquisitions Division of Corporation
Finance U.S. Securities and Exchange Commission 100 F
Street, N.E. Washington, D.C. 20549-3628

 Re:
 Daktronics, Inc.

  
 PRE14A filed January 21, 2025

  
 File No. 001-38747
 Dear Mses. Chalk and McKenzie:
 On behalf of our client, Daktronics, Inc., a South Dakota corporation (the “ Company ”), we are
responding to the comments of the Staff of the Division of Corporate Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) set forth in the letter, dated
February 14, 2025, with respect to the Company’s Preliminary Proxy Statement on Schedule 14A filed as “PRE14A” with the Commission on January 21, 2025, File No. 001-38747 (the
“ Preliminary Proxy Statement ”). For the convenience of the Staff, each of the Staff’s comments is included in bold and is followed by the corresponding response of the Company. Unless the context indicates
otherwise, references in this letter to “we,” “us,” and “our” refer to the Company.
 Substantially concurrently with the submission of this response letter (this “ Letter ”), the Company is
filing an Amendment No. 1 to its Preliminary Proxy Statement (“ Amendment No. 1 ”). Capitalized terms used but not otherwise defined in this Letter shall have the meanings assigned to such
terms in the Preliminary Proxy Statement.

 PRE14A filed January 21, 2025
 Proposal 1, page 2

 1.
 We note your statement that “key substantive rights of shareholders, including the right to call a
special meeting” are discussed in the shareholder rights comparison chart. However, the summary chart starting on page 8 of the Proxy Statement does not appear to discuss shareholders’ ability to call a special meeting. Please add such
discussion or remove the implication that such discussion is included in the summary comparison chart.
 Response : We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has revised the
disclosure in Amendment No. 1 to discuss shareholders’ right to call a special meeting in the shareholder rights comparison chart on page 10.

 2.
 Here and later in the proxy statement, including “Principal Reasons for the Reincorporation,”
you list multiple effects of the proposed reincorporation, including that the Company will adopt “proxy access” and a majority voting standard for uncontested director elections. Please revise to clarify whether these corporate governance
changes could be effected without the reincorporation into Delaware. Response : We acknowledge
the Staff’s comment and respectfully advise the Staff that the Company has revised the disclosure in Amendment No. 1 on pages 4-5 to clarify its belief that while proxy access could be effected
without the reincorporation into Delaware, it would not be feasible to adopt a meaningful and equitable majority voting standard while incorporated in South Dakota.
 Special Meeting, page i

 3.
 Please revise to reflect the filing of soliciting materials by Alta Fox Opportunity Fund, LP and to
provide any additional information required by Schedule 14A for contested solicitations. Your revised preliminary proxy materials should provide appropriate background regarding the Company’s interactions with Alta Fox, including the
parties’ interactions regarding the senior secured convertible notes sold to Alta Fox and the dispute over their conversion.
 Response : We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has entered into a
Cooperation Agreement with Alta Fox Opportunity Fund, LP and certain of its affiliates (the “ Cooperation Agreement ”). The Company has included the disclosure of the Cooperation Agreement in Amendment No. 1 on page 27.

 Please contact me directly at (212) 237-0084 with
any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff.

 Very truly yours,

 /s/ Lawrence S. Elbaum

 Lawrence S. Elbaum

 cc:

 C. Patrick Gadson, Vinson & Elkins L.L.P.

 Michele D. Vaillancourt, Winthrop & Weinstine, P.A.

 Vincent M. Pecora, Winthrop & Weinstine, P.A.

February 14, 2025
Lawrence Elbaum
Partner, Vinson & Elkins L.L.P.
Daktronics Inc.
1114 Avenue of the Americas, 32nd Floor
New York, NY 10036
Re:Daktronics Inc.
PRE14A filed January 21, 2025
File No. 001-38747
Dear Lawrence Elbaum:
            We have reviewed your filing and have the following comments. In some of
our comments, we may ask you to provide us with information so we may better understand
yourdisclosure.
            Please respond to these comments by providing the requested information or advise
us as soon as possible when you will respond. If you do not believe our comments apply to
your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PRE14A filed January 21, 2025
Proposal 1, page 2
1.We note your statement that "key substantive rights of shareholders, including the
right to call a special meeting" are discussed in the shareholder rights comparison
chart. However, the summary chart starting on page 8 of the Proxy Statement does not
appear to discuss shareholders' ability to call a special meeting. Please add such
discussion or remove the implication that such discussion is included in the summary
comparison chart.
2.Here and later in the proxy statement, including "Principal Reasons for the
Reincorporation," you list multiple effects of the proposed reincorporation, including
that the Company will adopt "proxy access" and a majority voting standard for
uncontested director elections. Please revise to clarify whether these corporate
governance changes could be effected without the reincorporation into Delaware.

February 14, 2025
Page 2
Special Meeting, page i
3.Please revise to reflect the filing of soliciting materials by Alta Fox Opportunity Fund,
LP and to provide any additional information required by Schedule 14A for contested
solicitations. Your revised preliminary proxy materials should provide appropriate
background regarding the Company's interactions with Alta Fox, including the parties'
interactions regarding the senior secured convertible notes sold to Alta Fox and the
dispute over their conversion.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568 or Christina Chalk at
(202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
May 7, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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201 Daktronics Drive

Brookings, South Dakota 57006

April 26, 2024

FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is:

Daktronics, Inc.

201 Daktronics Drive

Brookings, South Dakota 57006

Certain confidential information in this letter has been omitted and provided separately to the Securities and Exchange Commission. Confidential treatment has been requested by Daktronics, Inc. with respect to the omitted portions, which are identified in this letter by the mark “[***].”

VIA FEDERAL EXPRESS

Confidential

Claire Erlanger and Len Jui

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, NE

Mail Stop 4631

Washington, DC 20549

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 Ms. Erlanger and Mr. Jui:

As discussed with Ms. Erlanger in a telephone conversation on April 23, 2024, we are submitting this supplemental letter to enhance our April 10, 2024 letter in response to your comment letter dated March 19, 2024. In this supplemental letter to comment number 4,  we are providing the additional explanations, calculations, and information.  As used in this letter, (the “Company”, “Daktronics”, “we”, “our”, or “us”) refers to Daktronics, Inc.

Because of the commercially sensitive nature of financial information contained in this supplemental response, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request pursuant to Rule 83 of the Rules on Information and Requests, 17 C.F.R. § 200.83, of the Securities and Exchange Commission (the “SEC”).

CONFIDENTIAL TREATMENT REQUESTED BY DAKTRONICS, INC. – DAKT 001

CONFIDENTIAL TREATMENT REQUESTED BY DAKTRONICS, INC. – DAKT 002

Notes to the Financial Statements

Note 1. Nature of Business and Summary of Significant Accounting Policies

Investments in Affiliates, page 42

After further review in conjunction with the comment letter response, we noted the revenue component of the income test was inadvertently not considered for the disclosure requirements for our equity method investee XDisplayTM Company (“XDC”), under the requirements of Rule 3-09 of Regulation S-X (“Rule 3-09”). We have historically concluded that XDC’s revenue is not material due to the below reasons and have only used the income component of the income test in accordance with Rule 1-02(w). As shown in the XDC financial information summary table below, XDC’s revenue as a percent of XDC’s loss before income taxes ranges from approximately [***]% to [***]%. Given the quantitative significance of XDC’s revenue, we believe it is appropriate to conclude that XDC has material revenue and that the revenue component of the income test is applicable.

Our historical conclusion was based upon the guidance in Rule 1-02 of Regulation S-X which states “This paragraph (w)(1)(iii)(A)(2) does not apply if either the registrant and its subsidiaries consolidated or the tested subsidiary did not have material revenue in each of the two most recently completed fiscal years.” Our interpretation at that time was that XDC’s revenue was not material in relation to the overall Daktronics financial statements. However, we have recently been made aware of the SEC’s staff’s remarks at the 2022 AICPA & CIMA Conference on Current SEC and PCAOB Developments that the determination of whether an equity method investee has material revenue is separate from that for the registrant.  That is, the determination of whether the acquiree (in our case, XDC) has material revenue should be made in the context of that entity and not that of the registrant. In light of these clarifying remarks, and given the quantitative significance of XDC’s revenue, we concluded that XDC’s revenue is material, in which case the revenue component of the income test applies.  Since the results of the revenue component do not exceed the 20% significance threshold for any period, the income test would not be met.  Additionally, as previously communicated, the investment test is also below 20%. Therefore, the financial statements of XDC would not be required under Rule 3-09 for any of the periods under this review.  Please see the calculations in the tables below.

We will continue to apply the tests under Rule 3-09 to our equity method investees and comply with the reporting regulations, and we have complied with and intend to continue to comply with the requirements of Rule 4-08(g) of Regulation S-X and have provided and will continue to provide the summarized financial information for our equity method investees for all relevant periods in the notes to our financial statements included in our Annual Reports on Form 10-K.

XDC Information

XDC is domiciled in Ireland and its financial results are in Euros. XDC operates on a 52-week calendar year, with its fiscal year ending December 31. The following tables set forth XDC’s financial information as of and for the years indicated, consisting of unaudited U.S. GAAP results converted from Euros to U.S. dollars at $1.07 for consistency across the comparison years:

  Year Ended

(In Thousands) December 31, 2023 April 29, 2023 April 30, 2022 May 1, 2021

Net sales $[***]

 $[***]

 $[***]

 $[***]

(Loss) before income taxes $[***]

 $[***]

 $[***]

 $[***]

Net sales as a percentage of loss, absolute value [***]%

 [***]%

 [***]%

 [***]%

CONFIDENTIAL TREATMENT REQUESTED BY DAKTRONICS, INC. – DAKT 002

CONFIDENTIAL TREATMENT REQUESTED BY DAKTRONICS, INC. – DAKT 003

Revenue Test Results of the Income Test:

  Year Ended

(In Thousands) Forecasted April 27, 2024 April 29, 2023 April 30, 2022 May 1, 2021

Revenue component

Daktronics net sales $[***]

 $ 754,196   $ 610,970   $ 482,033

XDC net sales $[***]

 $[***]

 $[***]

 $[***]

Revenue component percent [***]%

 [***]%

 [***]%

 [***]%

Under Rule 1-02(w), we conducted the income test and considered the two components of income and revenue.  The revenue component did not exceed the 20% significance threshold in any period.  Under the rule, if either component does not exceed 20 percent, the registrant does not need to provide financial statements.  The investment test results were communicated previously also did not exceed 20 percent.  Therefore, the financial statements of XDC would not been required under Rule 3-09 for any of  tests or any of the periods under this review.

We appreciate the opportunity to respond to the Staff’s comments, and we would welcome any follow-up questions or concerns you may have after reviewing our responses. You may feel free to contact me directly at 605-692-0214 or by email at Sheila.Anderson@Daktronics.com. Also, please note that we have copied our securities attorney and auditors with this letter, as they are closely involved in reviewing our disclosures and reporting practices.

Sincerely,

/s/ Sheila M. Anderson

Sheila M. Anderson

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

cc: Reece A. Kurtenbach, President and CEO, Daktronics, Inc. (Reece.Kurtenbach@Daktronics.com)

 Winthrop & Weinstine, P.A.

 Deloitte & Touche LLP

CONFIDENTIAL TREATMENT REQUESTED BY DAKTRONICS, INC. – DAKT 003

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201 Daktronics Drive
Brookings, South Dakota 57006

April 10, 2024

VIA EDGAR and Federal Express

Len Jui and Claire Erlanger

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, NE

Mail Stop 4631

Washington, DC 20549

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 Mr. Jui and Ms. Erlanger:

We received the comment letter dated March 19, 2024 from you (the “Staff”) requesting explanations and information regarding the above-referenced Annual Report on Form 10-K for the fiscal year ended April 29, 2023 filed on July 12, 2023 and Current Report on Form 8-K furnished on February 28, 2024 by Daktronics, Inc. (the “Company”, “Daktronics”, “we”, “our”, or “us”). In response to your letter, we are providing the following explanations and information. We welcome comments you make on our filings, as our goal is to ensure our filings are in accordance with all applicable rules and regulations. Each of your comments is included and numbered in the same order as in your letter and is followed by our response.

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.

Response:

In future filings, beginning with our Current Report on Form 8-K furnishing our financial information for the fiscal year ending April 27, 2024, we will revise our presentation such that our GAAP measures are displayed with greater prominence as compared to metrics and non-GAAP measures. For example, we will disclose the GAAP measure of net sales, gross profit, and operating income more prominently than orders. In the MD&A “Overview” section of our Annual Report on Form 10-K, we will continue to disclose the clear definition for

the order metric, a statement indicating the reasons why the order metric provides useful information to investors, and a statement indicating how our management uses the order metric in managing or monitoring the performance of the business.

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

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.

Response:

In future filings, beginning with our Annual Report on Form 10-K for the fiscal year ending April 27, 2024 and for all periods presented, we will disclose that management believes contribution margin is a useful non-GAAP measure for the purposes of assessing segment profitability and allocating resources to each segment. Management believes that contribution margin is useful to investors because it permits investors to view and evaluate our segment financial performance through the same lens as management.

In addition, in future filings, beginning with our Annual Report on Form 10-K for the fiscal year ending April 27, 2024 and for all periods presented, we will revise our reconciliation to disclose the comparable GAAP measure of gross profit less selling expense to determine the non-GAAP contribution margin by each segment. We will present changes in general and administrative expense, product design and development, and goodwill impairment in a separate table.

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.

Response:

In future filings, beginning with our Annual Report on Form 10-K for the fiscal year ending April 27, 2024, we will include a discussion of the change in gross profit by segment and will quantify the factors, including offsetting amounts, affecting the change in gross profit, when material.

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.

Response:

After the conversion of the Notes to stock ownership in fiscal year 2023, we completed an evaluation to determine whether Miortech should be consolidated. Through the evaluation, we determined that Miortech is a Variable Interest Entity; therefore, we further evaluated it under the Variable Interest Model. We then evaluated it to determine if Daktronics was the primary beneficiary. We concluded Daktronics was not the primary beneficiary because the power criterion was not met, as Miortech’s management director has a variable interest and the power to direct the activities that most significantly impact the economic performance of Miortech. We do not have enough voting power to change management; therefore, the consolidation analysis was concluded. We do, however, have significant influence; so it is appropriate to account for the entity as an equity method investment, and it is appropriate to record our share of the entity’s profits and losses. In future filings, beginning with our Annual Report on Form 10-K for the fiscal year ending April 27, 2024, we will include additional detail on the analysis and reasons for our conclusions.

Our share of total losses in affiliates includes our share of losses from both Miortech and for another equity method investee, XDisplayTM Company (”XDC”). The total losses for these affiliates were each evaluated under the requirements of Rule 3-09 of Regulation S-X by applying the significance tests in Rule 1-02(w). The revenue component of the income test was not applicable, as neither Miortech nor XDC had material revenue in each of the two most recently completed fiscal years. Since the revenue component was not applicable, we evaluated our annual consolidated pretax income from continuing operations to determine the appropriate denominator for the income component. For fiscal 2022, we determined consolidated pretax income from continuing operations was at least 10% lower than the average of the absolute value for the last five fiscal years, therefore we used the income averaging in the significance calculation. For fiscal 2023 and fiscal 2021, we utilized our consolidated pretax income from continuing operations in the significance calculations. Based on the income test, we determined that the absolute value of our proportionate share of each affiliate’s loss from continuing operations before income taxes attributable to the controlling interest does not exceed 20% of our averaged or pretax operating income, as applicable, except for fiscal 2022 for XDC. The results of the significance tests are summarized in the table below.

We consider fiscal year 2022 operating results and the results of the fiscal 2022 significance test for XDC to be an outlier and would not have met the income test under normal circumstances. During fiscal 2022, the effects of the COVID-19 pandemic on global economies and the related supply chain challenges on our business negatively impacted our consolidated operating results by at least $6 million as indicated by our drop in gross profit from fiscal 2021 to fiscal 2022 and recovery in fiscal 2023. This level of impact caused the equity method losses to be more significant relative to operating results and to exceed the Rule 3-09 threshold for the income test in Rule 1-02(w). Fiscal 2023 significance tests were not met and our projections also indicate that XDC will not meet the significance threshold per Rule 3-09 in future years, including Fiscal 2024 based on our nine month ended results of $47 million of consolidated pretax income, further providing evidence fiscal 2022 was an outlier year.

Audited financial statements of XDC were not filed for fiscal 2022. We believe that due to the unique circumstances impacting our operating results in fiscal 2022, the development stage nature of XDC, and the expectation that XDC would not meet the significance thresholds in future years, the filing of such audited financial statements does not provide meaningful additional information to users of our financial statements. We did, according to the annual requirements set forth in Rule 4-08(g) of Regulation S-X, include summarized financial information in our footnotes, inclusive of XDC, which met the significance threshold and provide sufficient information for our disclosure related to our exposure and entity activity.

Rule 3-09 Significance Test Results

  Year Ended

  April 29, 2023 April 30, 2022 May 1, 2021

Total pre-tax income  $ 13,257   $ 1,108   $ 14,060

Average five-year pre-tax income (absolute value)  N/A $ 6,510   N/A

Miortech Investment 0.9  % 1.3  % 1.8  %

 Income 5.0  % 12.6  % 4.8  %

XDC Investment 3.5  % 4.3  % 3.5  %

 Income 16.6  % 28.2  % 10.6  %

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 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.

Response:

In light of Staff comments, in addition to the disclosure that the estimate changes were immaterial to the periods presented, we have determined we will enhance our disclosures in future filings, beginning with our Annual Report on Form 10-K for the fiscal year ending April 27, 2024, to further comply with the requirements of ASC 606-10-50-17 relating to the disclosure of judgments and changes in estimates made in the application of ASC 606. In future filings, beginning with the Annual Report on Form 10-K for fiscal 2024, we will include a discussion in “Note 1. Nature of Business and Summary of Significant Accounting Policies” in the section entitled “Revenue recognition” to further describe the significant judgments used in the estimation process and add clarity to our accounting policy over estimate changes. The following is an example of the enhanced disclosure:

Estimated contract revenues and costs include management’s latest estimate using significant judgments with respect to the complexity of the scope and duration of a particular contract, project to-date performance and conditions, knowledge of any stated or expected project dispute or other claim, and market conditions for input costs. Unanticipated costs that exceed our original estimates may not be recoverable under fixed price contracts. Changes in costs may occur as a result of several factors including, but not limited to, the cost, shortages or non-availability of materials or labor; unanticipated technical problems; required project modifications not initiated by the customer; suppliers’ or subcontractors’ failure to perform or delay in performing their obligations; logistics disruptions or delays; and capacity constraints. Contingencies for unknown or uncertain cost estimates may be utilized based on the complexity of scope and duration of a project and are relieved when conditions resolve. We evaluate changes in estimates on a contract-by-contract basis, and estimates are made when the revisions are probable and reasonably estimable. Provisions of estimated losses on

uncompleted contracts are made in the period when such losses are capable of being estimated. The cumulative catch-up method is used to account for revisions in estimates.

For our MD&A disclosures of operations, we considered gross favorable and gross unfavorable changes in estimates for disclosure. Total gross favorable changes in estimates were 0.6% and 0.5% of net sales and gross unfavorable changes in estimates impacted operating results by (0.5%) and (0.3%) for the years ended April 29, 2023 and April 30, 2022, respectively. We deemed these impacts to be immaterial as a percentage of sales and, therefore immaterial to our consolidated or segment results, and we did not quantify them in the MD&A for the fiscal years ended April 29, 2023 and April 30, 2022. In future filings beginning with our Annual Report on Form 10-K for the fiscal year ended April 27, 2024, we will provide a disclosure similar to our footnote disclosure when immaterial.

If our analysis determines that changes in estimates in future quarterly and annual periods become material, we will provide the disclosures prescribed by ASC 250-10-50-4 and ASC 270-10-45-14 and will include disclosure in our MD&A to separately quantify gross favorable and gross unfavorable changes in estimates material to either our consolidated or segment results, accompanied by the appropriate level of analysis.

We appreciate the opportunity to respond to the Staff’s comments, and we would welcome any follow-up questions or concerns you may have after reviewing our responses. You may feel free to contact me directly at 605-692-0214 or by email at Sheila.Anderson@Daktronics.com. Also, please note that we have copied our sec

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

United States securities and exchange commission logo
July 13, 2023
Reese Kurtenbach
Chief Executive Officer
DAKTRONICS INC /SD/
201 Daktronics Drive
Brookings, SD 57006
Re:DAKTRONICS INC /SD/
Registration Statement on Form S-3
Filed on July 12, 2023
File No. 333-273216
Dear Reese Kurtenbach:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Bradley Ecker at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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Document

Daktronics, Inc.

201 Daktronics Drive
Brookings, South Dakota  57006

July 13, 2023

VIA EDGAR

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:    Daktronics, Inc.  (the “Registrant”) Registration Statement on Form S-3

    Registration No. 333-273216

Ladies and Gentlemen:

On behalf of Daktronics, Inc., the undersigned hereby requests acceleration of the effectiveness of the above-referenced Registration Statement to 3:00 p.m., Washington D.C. time, on July 13, 2023 or as soon as is practicable thereafter.

Should you have any questions or require additional information, please do not hesitate to contact our legal counsel, Michele D. Vaillancourt, at (612) 604-6681.

Sincerely,

Daktronics, Inc.

By: /s/ Sheila M. Anderson

Name: Sheila M. Anderson

Title: Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

United States securities and exchange commission logo
January 27, 2021
Sheila Anderson
Chief Financial Officer
DAKTRONICS INC /SD/
201 Daktronics Drive
Brookings, SD 57006
Re:DAKTRONICS INC /SD/
Form 10-K for Fiscal Year Ended May 2, 2020
Filed June 12, 2020
Form 10-Q for Quarterly Period Ended October 31, 2020
Filed December 3, 2020
File No. 1-38747
Dear Ms. Anderson:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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	dakt20210121_corresp.htm

			201 Daktronics Drive PO Box 5128

			January 25, 2021

			Brookings, SD 57006-5128

			tel 800-843-5843  605-692-0200

			fax 605-697-4700

			via EDGAR and Federal Express

			www.daktronics.com

Charles Eastman, Staff Accountant and Melissa Gilmore, Staff Accountant

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, NE

Mail Stop 4631

Washington, DC  20549

			Re:

			Daktronics, Inc.

Form 10-K for the Fiscal Year Ended May 2, 2020

Filed June 12, 2020

Form 10-Q for Quarterly Period Ended October 31, 2020

Filed December 3, 2020

File No. 1-38747

Dear Mr. Eastman and Ms. Gilmore:

We received your comment letter dated January 12, 2021 requesting explanations and information regarding the above-referenced Annual Report on Form 10-K for the fiscal year ended May 2, 2020 filed on June 12, 2020 and Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2020 filed on December 3, 2020 by Daktronics, Inc.  In response to your letter, we are providing the following explanations and information.  We welcome comments you make on our filings, as our goal is to ensure our filings are in accordance with all applicable rules and regulations.  Each of your comments is included and numbered in the same order as in your letter and is followed by our response.

Form 10-Q for the Period Ended October 31, 2020

Notes to the Condensed Consolidated Financial Statements

Note1. Basis of Presentation

Other Business Developments – Coronavirus Pandemic, page 8

			1.

			We note your disclosure that you offered voluntary retirement and voluntary exit incentive programs as well as two reductions in force during the six months ended October 31, 2020.  Please tell us if these benefits were accounted for pursuant to ASC 420 or alternative accounting guidance, such as ASC 712.  For those pursuant to ASC 420, if applicable, tell us your consideration for providing disclosures required in ASC 420-10-50.

Response:

The majority of the costs for the voluntary retirement and voluntary exit incentive programs (the “Programs”) and the two reductions in force plans (the “Plans”) were accounted for under ASC 420 and a small portion was accounted for under ASC 712.  The Programs were offered for a short period of time and provided a severance payment in exchange for the employee’s voluntary termination within a specified timeframe.  The Programs’ severance benefit liability was recorded upon receipt of an employee’s agreement to end employment.  The Plans’ severance liability was recorded upon the commitment of management to execute the Plans.  The Programs and the Plans occurred substantially all within their respective quarters and the liability was immaterial at the end of a quarter and the expenses were not material to their respective line items within our statements of operations.  Because the liability and related charges were not material, we did not include all disclosures that would otherwise be required by ASC 420-10-50.

Note 5. Segment Reporting, page 13

			2.

			We note your disclosure that you evaluate segment performance based on operating results through contribution margin, which is comprised of gross profit less selling expense.  We also note that you present tables for both gross profit and contribution margin; therefore, it appears you have presented two measures of segment profitability. If the chief operating decision maker uses more than one measure of a segment’s profit or loss and more than one measure of a segment’s assets, the reported measures shall be those that management believes are determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in the consolidated financial statements.  In this regard, please tell us your reportable segment’s measure of profit or loss and provide an appropriate reconciliation consistent with ASC 280-10-50-30(b).

Response:

Our chief operating decision maker (CODM) uses the GAAP measure of gross profit by segment for purposes of allocating resources to our segments and assessing their performance.  We had previously included an additional non-GAAP measure of contribution margin (segment gross profit less selling expense) because this measure is also reviewed by our CODM.  In future filings, we will remove contribution margin in the disclosure.

Page1

In future filings we will provide a reconciliation consistent with ASC 280-10-50-30(b).  This chart highlights the revised reconciliation:

			Three Months Ended

			Six Months Ended

			October 31, 2020

			November 2, 2019

			October 31, 2020

			November 2, 2019

			Net sales:

			Commercial

			$
			30,356

			$
			39,651

			$
			64,862

			$
			83,686

			Live Events

			37,822

			59,319

			89,296

			118,625

			High School Park and Recreation

			27,578

			30,193

			56,521

			60,658

			Transportation

			15,323

			20,330

			29,821

			39,348

			International

			16,288

			25,418

			30,511

			52,850

			Total Company Net sales

			127,367

			174,911

			271,011

			355,167

			Gross profit:

			Commercial

			8,578

			7,862

			16,320

			17,080

			Live Events

			7,300

			11,934

			16,654

			24,671

			High School Park and Recreation

			8,497

			9,224

			18,973

			19,411

			Transportation

			5,312

			7,003

			10,455

			13,757

			International

			3,627

			4,064

			6,673

			10,673

			33,314

			40,087

			69,075

			85,592

			Operating expenses:

			Selling

			12,654

			16,177

			24,210

			34,474

			General and administrative

			7,264

			8,965

			14,388

			18,058

			Product design and development

			6,737

			10,121

			14,269

			20,621

			26,655

			35,263

			52,867

			73,153

			Operating income

			6,659

			4,824

			16,208

			12,439

			Nonoperating income (expense):

			Interest income

			66

			162

			151

			431

			Interest expense

			(84
			)

			(31
			)

			(157
			)

			(66
			)

			Other (expense) income, net

			(837
			)

			(514
			)

			(1,464
			)

			(321
			)

			Income before income taxes

			25,800

			34,880

			51,397

			73,197

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Comparison of the Three and Six Months Ended October 31, 2020 and November 2, 2019, page 23

			3.

			We note your tables disclosing dollar amount of Orders as well as your disclosure of product order backlog and your overview of backlog on page 19.  We also note similar disclosures in your earnings releases.  Please clarify how these metrics relate to each other and revise your disclosures to comply with the guidance in SEC Release No. 33-10751 including providing the following for each metric:

			●

			a clear definition of the metric and how it is calculate;

			●

			a statement indicating the reasons why the metric provides useful information to investors, and;

			●

			a statement indicating how management uses the metric in managing or monitoring the performance of the business.

Response:

We will enhance our future disclosures to include improved backlog and order definitions, indicate further why the metric provides useful information to investors, and further indicate managements use of these metrics in managing and monitoring business performance.  Future filings disclosure in the subsection entitled “Overview” will state:

Backlog represents the dollar value of orders for integrated electronic display systems and related products and services which are expected to be recognized in net sales in the future.  Orders are contractually binding purchase commitments from customers.  Orders are included in backlog when we are in receipt of an executed contract and any required deposits or security and have not yet been recognized into net sales.  Certain orders for which we have received binding letters of intent or contracts will not be included in backlog until all required contractual documents and deposits are received.  Orders and backlog are not measures defined by GAAP, and our methodology for determining orders and backlog may vary from the methodology used by other companies in determining their orders and backlog amounts.

Order and backlog levels provide management and investors additional details surrounding the results of our business activities in the marketplace and highlights fluctuations caused by seasonality and our large project business.  Management uses orders to evaluate market share and performance in the competitive environment.  Management uses backlog information for capacity and resource planning.  We believe order information is useful to investors because it provides an indication of our market share.  We believe backlog information is useful to investors to provide an indication of future revenues.

For your convenience, we have enclosed the redlined paragraphs showing the changes proposed to be made in future filings compared to the third paragraph in the subsection entitled “Overview” on page 19 of the above-referenced Quarterly Report on Form 10-Q.

			4.

			We note that in the tables on page 26 you present subtotals for contribution margin.  The presentation of the subtotal in any context other than the ASC 280 required reconciliation in the footnotes to the financial statements represents the presentation of a non-GAAP measure.  Please revise your reconciliation or identify Contribution Margin as a non-GAAP measure and provide the disclosures required by Item 10(e) of Regulation S-K.  Refer to Question 104.04 of the Non-GAAP Compliance and Disclosure Interpretations.

Response:

In future filings, we will identify contribution margin as a non-GAAP measure and include a reconciliation to operating income.

We appreciate the opportunity to respond to the Commission’s comments, and we would welcome any follow-up questions or concerns you may have after reviewing our responses.  You may feel free to contact me directly at 605-692-0214 or by email at Sheila.Anderson@Daktronics.com.  Also, please note that we have copied our securities attorney and auditors with this letter, as they are closely involved in reviewing our disclosures and reporting practices.

Sincerely,

			/s/ Sheila M. Anderson

			Sheila M. Anderson

			Chief Financial Officer

			(Principal Financial Officer and Principal Accounting Officer)

			cc:

			Reece A. Kurtenbach, President and CEO, Daktronics, Inc. (Reece.Kurtenbach@Daktronics.com)

			Michele D. Vaillancourt, Winthrop & Weinstine, P.A. (mvaillancourt@winthrop.com)

			Adam J. Krasnoff, Deloitte & Touche LLP  (akrasnoff@deloitte.com)

Page2

United States securities and exchange commission logo
January 12, 2021
Sheila Anderson
Chief Financial Officer
DAKTRONICS INC /SD/
201 Daktronics Drive
Brookings, SD 57006
Re:DAKTRONICS INC /SD/
Form 10-K for Fiscal Year Ended May 2, 2020
Filed June 12, 2020
Form 10-Q for Quarterly Period Ended October 31, 2020
Filed December 3, 2020
File No. 1-38747
Dear Ms. Anderson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Period Ended October 31, 2020
Notes to the Condensed Consolidated Financial Statements
Note1. Basis of Presentation
Other Business Developments - Coronavirus Pandemic, page 8
1.We note your disclosure that you offered voluntary retirement and voluntary exit incentive
programs as well as two reductions in force during the six months ended October 31,
2020.  Please tell us if these benefits were accounted for pursuant to ASC 420 or
alternative accounting guidance, such as ASC 712.  For those pursuant to ASC 420, if
applicable, tell us your consideration for providing the disclosures required in ASC 420-
10-50.

 FirstName LastNameSheila Anderson
 Comapany NameDAKTRONICS INC /SD/
 January 12, 2021 Page 2
 FirstName LastName
Sheila Anderson
DAKTRONICS INC /SD/
January 12, 2021
Page 2
Note 5. Segment Reporting, page 13
2.We note your disclosure that you evaluate segment performance based on operating
results through contribution margin, which is comprised of gross profit less selling
expense.  We also note that you present tables for both gross profit and contribution
margin; therefore, it appears you have presented two measures of segment profitability.  If
the chief operating decision maker uses more than one measure of a segment’s profit or
loss and more than one measure of a segment’s assets, the reported measures shall be
those that management believes are determined in accordance with the measurement
principles most consistent with those used in measuring the corresponding amounts in the
consolidated financial statements.  In this regard, please tell us your reportable segments’
measure of profit or loss and provide an appropriate reconciliation consistent with ASC
280-10-50-30(b).
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Three and Six Months Ended October 31, 2020 and November 2, 2019, page
23
3.We note your tables disclosing dollar amounts of Orders as well as your disclosure of
product order backlog and your overview of backlog on page 19.  We also note similar
disclosures in your earnings releases.  Please clarify how these metrics relate to each other
and revise your disclosures to comply with the guidance in SEC Release No. 33-10751
including providing the following for each metric:
•a clear definition of the metric and how it is calculated;
•a statement indicating the reasons why the metric provides useful information to
investors, and;
•a statement indicating how management uses the metric in managing or monitoring
the performance of the business.
4.We note that in the tables on page 26 you present subtotals for contribution margin.  The
presentation of the subtotal in any context other than the ASC 280 required reconciliation
in the footnotes to the financial statements represents the presentation of a non-GAAP
measure. Please revise your reconciliation or identify Contribution Margin as a non-
GAAP measure and provide the disclosures required by Item 10(e) of Regulation S-K.
Refer to Question 104.04 of the Non-GAAP Compliance and Disclosure Interpretations.
            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.
            You may contact Charles Eastman, Staff Accountant at (202) 551-3794 or Melissa
Gilmore, Staff Accountant, at (202) 551-3777 with any questions.

 FirstName LastNameSheila Anderson
 Comapany NameDAKTRONICS INC /SD/
 January 12, 2021 Page 3
 FirstName LastName
Sheila Anderson
DAKTRONICS INC /SD/
January 12, 2021
Page 3
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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		Document

Daktronics, Inc.

201 Daktronics Drive

Brookings, South Dakota  57006

December 21, 2017

VIA EDGAR

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:    Daktronics, Inc.  (the "Registrant") Registration Statement on Form S-3

Registration No. 333-221901

Ladies and Gentlemen:

On behalf of Daktronics, Inc., the undersigned hereby requests acceleration of the effectiveness of the above-referenced Registration Statement to 3:00 p.m., Washington D.C. time, on December 21, 2017 or as soon as is practicable thereafter.

Should you have any questions or require additional information, please do not hesitate to contact our legal counsel, Michele D. Vaillancourt, at (612) 604-6681, or Evan C. Sheets, at (612) 604-6612.

Sincerely,

Daktronics, Inc.

By: /s/ Sheila M. Anderson

Name: Sheila M. Anderson

Title: Chief Financial Officer

December 13, 2017

Ms. Sheila Anderson
Chief Financial Officer
Daktronics, Inc.
201 Daktronics Drive
Brookings, South Dakota 57006

Re: Daktronics, Inc.
 Form 10-K for the Fiscal Year Ended April 29, 2017
Filed June 9, 2017
File No. 0 -23246

Dear Ms. Anderson :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

 Sincerely,

/s/ Melissa N. Rocha

Melissa N. Rocha
      Senior Assistant Chief Accountant
Office of Manufacturing and Construction

CORRESP
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		Document

 201 Daktronics Drive PO Box 5128

December 1, 2017

 Brookings, SD 57006-5128

 tel 800-843-5843  605-692-0200

 fax 605-697-4700

via EDGAR and U.S. Mail

 www.daktronics.com

Melissa N. Rocha

Senior Assistant Chief Accountant

Office of Manufacturing and Construction

United States Securities and Exchange Commission

100 F Street, NE

Mail Stop 4631

Washington, DC  20549

Re:

 Daktronics, Inc.

Form 10-K for the Fiscal Year Ended April 29, 2017

Filed June 9, 2017

Form 8-K

Filed September 15, 2017

File No. 0-23246

Dear Ms. Rocha:

We received your comment letter dated November 9, 2017 requesting explanations and information regarding the above-referenced Annual Report on Form 10-K for the fiscal year ended April 29, 2017 and Form 8-K filed on September 15, 2017.  In response to your letter, we are providing the following explanations and information.  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 is included and numbered in the same order as in your letter and is followed by our response.

Form 10-K for the Fiscal Year Ended April 29, 2017

Statements of Operations, page 34

1.

 Your disclosures on page 39 indicate that revenues from services exceeded 10% of net sales for the year ended April 29, 2017.  In this regard, please separately present both revenue and costs of revenues from services pursuant to Rule 5-03 of Regulation S-X.

Response:

We evaluated Rule 5-03 of Regulation S-X and its application to our Form 10-K for our fiscal year ended April 29, 2017.  Because this was the first year since we became a publicly held company that our services revenue exceeded 10% of our net sales, we do not have a history of services revenue exceeding 10% of our net sales, and we are not sure we will continue to have services revenue in excess of 10% of our net sales, we did not break out services revenue and cost of revenue.  We will monitor our results and will separate services revenue and cost of revenue if our services revenue exceeds 10% in fiscal 2018 and future periods.

Form 8-K Filed September 15, 2017

Exhibit 16.1

Melissa N. Rocha

Senior Assistant Chief Accountant

Office of Manufacturing and Construction

United States Securities and Exchange Commission

December 1, 2017

Page 2

1.

 Pursuant to Item 304(a)(3) of Regulation S-K, it is not clear whether your former accountant agrees with the statements made.  It would appear that your former accountant would have the basis to agree or disagree with at least the statements made in your second and third paragraphs of Item 4.01(a).  Exhibit 16.1 indicates in one sentence that it is in agreement with the third paragraph and in another sentence indicates that the former accountant has no basis to agree or disagree with the statements made in the second and third paragraphs.  As a result, it is not clear if they agree or disagree with the second and third paragraphs.  Please amend your Form 8-K to provide a revised letter from your former accountant which clearly indicates whether they agree with the statement made in Item 4.01(a).

Response:

Ernst & Young LLP has provided an update clarifying their agreement with Item 4.01(a).  We have filed a revised Form 8-K with a revised Exhibit 16.1 on December 1, 2017.

We appreciate the opportunity to respond to the Commission’s comments, and we would welcome any follow-up questions or concerns you may have after reviewing our responses.  You may feel free to contact me directly at 605-692-0214.  Also, please note that we have copied our securities attorney and auditors with this letter, as they are closely involved in reviewing our disclosures and reporting practices.

Sincerely,

/s/ Sheila M. Anderson

Sheila M. Anderson

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

cc:

 Reece A. Kurtenbach, President and CEO, Daktronics, Inc.

 Michele D. Vaillancourt, Winthrop & Weinstine, P.A.

 Mindy Dragisich, Ernst & Young LLP

 Christopher A. Swanson, Deloitte & Touche LLP

CORRESP
1
filename1.htm

		Document

 201 Daktronics Drive PO Box 5128

November 15, 2017

 Brookings, SD 57006-5128

 tel 800-843-5843  605-692-0200

 fax 605-697-4700

via EDGAR and U.S. Mail

 www.daktronics.com

Melissa N. Rocha

Senior Assistant Chief Accountant

Office of Manufacturing and Construction

United States Securities and Exchange Commission

100 F Street, NE

Mail Stop 4631

Washington, DC 20549

Re:

 Daktronics, Inc.

Form 10-K for the Fiscal Year Ended April 29, 2017

Filed June 9, 2017

Form 8-K

Filed September 15, 2017

File No. 0-23246

Dear Ms. Rocha:

We received your comment letter dated November 9, 2017 requesting explanations and information regarding the above-referenced Annual Report on Form 10-K and our Form 8-K filed on September 15, 2017.  You requested we respond within 10 business days or advise the Staff when we will respond.

We request an extension of time until December 7, 2017.  We are currently consumed in working through our second quarter earnings report and Quarterly Report on Form 10-Q and request additional time to allow us to coordinate discussion among appropriate individuals within our company and with our outside advisors.

Thank you for your consideration of this matter.  In the meantime, please do not hesitate to contact me at 605-692-0214 or Sheila.Anderson@Daktronics.com.

Melissa N. Rocha

Senior Assistant Chief Accountant

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Page 2

Sincerely,

/s/ Sheila M. Anderson

Sheila M. Anderson

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

cc:

 Reece A. Kurtenbach, President and CEO, Daktronics, Inc.

 Michele D. Vaillancourt, Winthrop & Weinstine, P.A.

 Mindy Dragisich, Ernst & Young

 Christopher A. Swanson, Deloitte & Touche LLP

November 9, 2017

Ms. Sheila Anderson
Chief Financial Officer
Daktronics, Inc.
201 Daktronics Drive
Brookings, South Dakota 57006

Re: Daktronics, Inc.
 Form 10-K for the Fiscal Year Ended April 29, 2017
Filed June 9, 2017
Form 8 -K
Filed September 15, 2017
File No. 0 -23246

Dear Ms. Anderson :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended April 29, 2017

Statements of Operation s, page 34

1. Your disclosures on page 39 indicate that revenues from services exceeded 10% of net
sales for the year ended April 29, 2017.  In this regard, please separately present both
revenue and costs of revenues from services pursuant to Rule 5 -03 of R egulation S -X.

Form 8 -K Filed September 15, 2017

Exhibit 16.1

2. Pursuant to Item 304(a)(3) of Regulation S -K, it is not clear whether your former
accountant agrees with the statements made.  It would appear that your former accountant
would have the basi s to agree or disagree with at least the statements made in your

Ms. Sheila Anderson
Daktronics, Inc.
 November 9, 2017
Page 2

 second and third paragraphs of Item 4.01(a).  Exhibit 16.1 indicates in one sentence that it
is in agreement with the third paragraph and in another sentence indicates that the former
account ant has no basis to agree or disagree with the statements made in the second and
third paragraphs.  As a result, it is not clear if they agree or disagree with the second and
third paragraphs.  Please amend your Form 8 -K to provide a revised letter from yo ur
former accountant which clearly indicates whether they agree with the statements made
in Item 4.01(a).

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.

You may contact Christopher Ronne , Staff Attorney, at (202) 551 -6156  or, in his
absence, Sherry Haywood, Staff Attorney, at (202) 551 -3345 if you have any questions regarding
legal matters.  Please contact  Nudrat Salik, Staff Accountant, at (202) 551 -3692 or, in her
absence, me at (202) 551 -3854  if you have q uestions regarding comments on the financial
statements and related matters .
.

 Sincerely,

/s/ Melissa N. Rocha

Melissa N. Rocha
      Senior Assistant Chief Accountant
Office of Manufacturing and Construction

March 13, 2015

Via E -mail
Ms. Sheila M. Anderson
Chief Financial Officer
Daktronics, Inc.
201 Daktronics Drive
Brookings, SD 57006

Re: Daktronics, Inc.
  Form 10 -K
Filed June 12, 2014
File No. 0 -23246

Dear Ms. Anderson:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company  or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adeq uacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
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		DAKT_2015.02.18-CORRESP

 201 Daktronics Drive PO Box 5128

February 18, 2015

 Brookings, SD 57006-5128

 tel 800-843-5843  605-692-0200

 fax 605-697-4700

via EDGAR and U.S. Mail

 www.daktronics.com

Mr. Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

100 F Street, NE

Mail Stop 4631

Washington, DC  20549

Re:

 Daktronics, Inc.

Form 10-K

Filed June 12, 2014

File No. 0-23246

Dear Mr. O’Brien:

We received your comment letter dated February 5, 2015 requesting explanations and information regarding the above-referenced Annual Report on Form 10-K and our Proxy Statement and Proxy filed on July 15, 2014.  In response to your letter, we are providing the following explanations and information.  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 is included and numbered in the same order as in your letter and is followed by our response.

Form 10-K for the year ended April 26, 2014

Management’s Discussion and Analysis, page 18

1.

 We note your disclosure on page 30 that the effective tax rate for the fourth quarter of fiscal 2014 was 74.3% compared to an effective tax rate of 22.9% for the year ago period, the increase due primarily to “a one-time $2.3 valuation allowance against our equity in investments booked” in that quarter. It does not appear this valuation allowance is adequately explained in your document. Given the material impact of this item on your fourth quarter and annual net income, please tell us and revise future filings in MD&A or in the tax footnote to significantly expand your explanation of the underlying factors that resulted in you recording the $2.3 million valuation allowance. Please refer to ASC 740-10-50-12. A discussion by specific jurisdiction/geography and a thorough analysis of the quantitative and qualitative information of the material positive and negative factors that you considered when arriving at your conclusion about the realizability of your deferred tax assets appears warranted under these circumstances. Please refer to ASC 740-10-30-16 through 30-25 for guidance. Also please tell us whether an impairment loss was recorded on the related equity investments. If not, please tell us why not. Refer to ASC 320-10-35 beginning with paragraph 17 thereunder.

Response:

We will revise our future filings to expand our explanation of the valuation allowance to include the following detail:

Income tax expense increased in the fourth quarter of fiscal 2014 and for fiscal year 2014 by $2.3 million for a one-time valuation allowance against a deferred tax asset.  The deferred tax asset was related to book losses recorded under the equity method in prior years through fiscal 2010 from an investment in an affiliate ("affiliate") that is a

Mr. Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

February 18, 2015

Page 2

United States entity.  The investment in the affiliate was previously written down to $0 in a prior year's financial statements and was completely written off in fiscal 2010.

We continued carrying the deferred tax asset as the affiliate continued business with potential to become profitable and regain value.  A tax triggering event had not occurred with the affiliate under the applicable provisions of the U.S. Internal Revenue Code of 1986 (the "Code") and the regulations adopted under the Code even though we had written down the investment to $0.  We continued to evaluate our ability to obtain the deferred tax benefit if a tax triggering event occurred after fiscal 2010 and we had a tax strategy to generate capital gains to offset any capital loss when generated within the allowed statute of limitations if a triggering tax event occurred.

During the fourth quarter of fiscal 2014, we were notified that the affiliate had sold off a significant portion of its operations for a substantial loss.  This loss puts us in doubt of any financial recovery of our investment in the affiliate.  Although the full capital loss of the affiliate has not yet been triggered the Code, we have concluded that it would be more likely than not a capital loss if the affiliate goes out of business or we abandon the partnership.  Capital losses have limited carryforwards and can only offset capital gains.  Although we previously had strategies in place to generate a capital gain to offset the capital loss, in light of the new information, prior tax planning strategies would not generate sufficient capital gains to offset the capital loss.  Additionally, a tax court case solidified capital loss treatment versus ordinary gain treatment in abandonments.  The Pilgrim's Pride Corporation v. Commissioner and Code Sections 165 and 1234A states that loss deductions related to worthless security abandonments would be treated as a capital loss versus an ordinary loss.

Although the full capital loss of the equity investment has not yet been triggered, we have concluded that because of the reduction in the value of the affiliate in the fourth quarter of fiscal 2014 and the results of the recent tax case, we would have difficulty recovering the capital tax loss under the Code.  Therefore, we recognized a valuation allowance offsetting the deferred tax asset related to this investment in the affiliate in the fourth quarter of fiscal 2014.

Definitive Proxy Statement

Compensation Discussion and Analysis, page 13

Base Salary, page 15

2.

 We note the significant increases in the base salaries of Mr. Reece Kurtenbach, Ms. Sheila Anderson and Mr. Bradley Wiemann in the summary compensation table. In future filings, please clearly explain the reasons for any large salary increases, including the 2014 salary increases, and the factors used to determine such salary increases awarded to your named executive officers. In this regard, please also see our comment six from our January 29, 2010 letter requesting enhanced disclosure about adjustments to base salaries.

Response:

As we analyzed this question, we discovered that the Summary Compensation Table (the “Table”) included in our Proxy Statement filed with the Securities and Exchange Commission on July 15, 2014 (“2014 Proxy Statement”), including the footnotes, contained errors.   These errors caused us to overstate salaries and other compensation paid to our named executive officers (the “NEOs”) as set forth in the Table, as follows:

•

 In the Table, we inadvertently included non-equity incentive plan compensation earned in fiscal 2013 and paid in fiscal 2014 as fiscal 2013 compensation in the column entitled “Non-equity Incentive Plan Compensation($)” and as fiscal 2014 compensation in the column entitled “Salary($).”  It should have been reported only as fiscal 2013 compensation in the column entitled “Non-Equity Incentive Plan Compensation($).”  Thus, in the Table in the column entitled "Salary($)", the amounts of the fiscal 2014 salaries paid to the NEOs were overstated by a total of $214,622.

Mr. Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

February 18, 2015

Page 3

•

 The amounts of fiscal 2013 non-equity incentive plan compensation reported in the Table were based on preliminary calculations, and the amounts of such compensation actually paid to the NEO’s were less than reported in the Table.  This resulted in an overstatement of such amounts by a total of $13,703.

•

 A $30,000 bonus that was earned by Ms. Sheila Anderson upon her appointment as Chief Financial Officer in fiscal 2013 and paid to her in fiscal 2014 was included in her salary for fiscal 2013 and 2014, resulting in a $30,000 overstatement of her fiscal 2014 salary but no change in total compensation.

Mr. Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

February 18, 2015

Page 4

The revised Summary Compensation Table is as follows:

Name and Principal Position

 Year

 Salary($)

 Bonus($)

 Stock Awards($) (1)

 Option Awards($) (2)

 Non-Equity Incentive Plan Compensation($) (3)

 All Other Compensation($)(4)

 Total($)

Reece A. Kurtenbach(5)

 2014

 $

 247,123

 —

 $

 34,580

 $

 165,900

 $

 81,765

 $

 5,882

 $

 535,250

Chief Executive Officer and

 2013

 195,854

 —

 18,079

 37,368

 35,104

 4,896

 291,301

President

 2012

 187,776

 —

 17,136

 35,805

 —

 5,319

 246,036

Sheila M. Anderson(6)

 2014

 $

 172,224

 —

 $

 27,170

 $

 34,075

 $

 41,321

 $

 6,528

 $

 281,318

Chief Financial Officer

 2013

 111,116

 40,000

 18,168

 34,300

 27,918

 4,659

 236,161

Dr. Aelred J Kurtenbach

 2014

 $

 150,000

 —

 —

 —

 $

 17,775

 $

 3,885

 $

 171,660

Chairman of the Board

 2013

 150,000

 —

 —

 —

 14,100

 4,500

 168,600

 2012

 150,000

 —

 —

 —

 —

 4,500

 154,500

Bradley T. Wiemann

 2014

 $

 202,896

 —

 $

 29,640

 $

 37,200

 $

 46,626

 $

 7,558

 $

 323,920

Executive Vice President

 2013

 188,774

 —

 18,079

 37,368

 33,884

 5,726

 283,831

 2012

 182,266

 —

 17,136

 35,805

 —

 6,093

 241,300

Matthew J. Kurtenbach(7)

 2014

 $

 185,762

 —

 $

 29,640

 $

 37,200

 $

 43,798

 $

 6,523

 $

 302,923

Vice President

James B. Morgan(8)

 2014

 $

 145,304

 —

 $

 29,990

 $

 24,998

 —

 $

 23,382

 $

 223,674

Former Chief Executive

 2013

 310,680

 —

 19,000

 39,271

 73,010

 6,349

 448,310

Officer and President

 2012

 310,680

 —

 18,768

 39,215

 —

 6,524

 375,187

(1)

 Consists of restricted stock units granted under the 2007 Plan.  In accordance with ASC 718, the amount is calculated based on the fair value of the grant date fair value of the award. Refer to “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates ” in our Annual Report on Form 10-K for the year ended April 26, 2014 for a discussion of the assumptions used in calculating the amount under ASC 718.

(2)

 Consists of stock options granted under the 2007 Plan.  The value of the option awards is calculated based on the grant date fair value of the award in accordance with ASC 718.  Refer to “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates ” in our Annual Report on Form 10-K for the year ended April 26, 2014 for a discussion of the assumptions used in calculating the amount under ASC 718.

(3)

 The amounts in this column reflect the total variable cash compensation paid to the Named Executive Officers under the non-equity-based incentive compensation plan.  As explained earlier in this proxy statement, variable incentive compensation payments are based upon the achievement of certain operating margin targets for fiscal 2013 and fiscal 2014. There were no payments under this plan during fiscal 2012.

(4)

 Consists of matching contributions made by us under the 401(k) Plan, which is intended to qualify under Section 401(k) of the Internal Revenue Code of 1986, and $17,500 in director's fees earned and paid after September 1, 2013 to James B. Morgan.

(5)

 Reece A. Kurtenbach was named Chief Executive Officer and President on September 1, 2013.  Mr. Kurtenbach's salary was increased to $275,000 effective September 1, 2013, and he was awarded additional stock compensation for the increase in responsibilities.

(6)

 Sheila M. Anderson was named Chief Financial Officer and Treasurer in September 2012.  Ms. Anderson's salary was increased to $162,000 effective September 12, 2012.  The amount of Bonus earned by Ms. Anderson for fiscal 2013 consists of a bonus of $10,000 earned during the period she served as the Corporate Controller and a one-time bonus of $30,000 paid to her after the completion of her first year as Chief Financial Officer in September 2013,

(7)

 Matthew J. Kurtenbach became a Named Executive Officer during fiscal 2014.

(8)

 James B. Morgan retired as Chief Executive Officer and President effective September 1, 2013.  Mr. Morgan remains on the board of directors and his board compensation is included in the All Other Compensation column.

Mr. Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

February 18, 2015

Page 5

Future filings will include the correct compensation information.

The fiscal 2014 salary increases for Mr. Reece Kurtenbach, Ms. Sheila Anderson and Mr. Bradley Wiemann were based on benchmarking data that the Compensation Committee reviewed as described in the 2014 Proxy Statement in the section entitled “Compensation Discussion and Analysis.”  Benchmarks for position, company size, and company types were used in addition to compensation information from Salary.com and the Economic Research Institute.  The Compensation Committee increased the fiscal salaries of Mr. Kurtenbach, Ms. Anderson and Mr. Wiemann due to their performance and to continue to pay them competitively for their respective positions.

In addition, Mr. Reece Kurtenbach’s compensation was increased as a result of his increased responsibilities when he was named President and Chief Executive Officer on September 1, 2013.  Mr. Kurtenbach’s base salary increased to $275,000 per year in September 2013 to align his salary conservatively with other CEO salary benchmarks.

Finally, Ms. Sheila Anderson's compensation increased from fiscal 2013 to fiscal 2014 due to a full year of being in the Chief Financial Officer position.

In future filings, we will explain any significant adjustments to the base salaries of our NEOs in greater detail as set forth in the foregoing paragraphs.

Equity-Based Compensation Program, page 16

3.

 We note disclosure that for 2014, the valuation of equity grants is approximately $2.3 million. In future filings, please clearly disclose whether this pool includes all of your employees, including the named executive officers, or just your named executive officers. We also note disclosure that the equity allocation among named executive officers is based on historical grants, the value of past grants and the company’s performance, all of which are subject to various factors disclosed in the section “Role of Compensation Committee, Philosophy and Objectives” on page 14, including individual performance. In future filings, please revise your disclosure to provide a more specific analysis of how the amounts of individual stock options and restricted stock units awarded are determined for each named executive officer, specifying the elements of company and individual performance that are taken into account and clearly explain why your chief executive officer received a substantially larger stock option award in 2014.

Response:

As described in our 2014 Proxy Statement on page 16 in paragraph two of the section entitled “Equity-Based Compensation Program,” the Compensation Committee determines the number of shares that may be subject to equity awards for all employees, including the NEOs.  In future filings, we will make it clear that the valuation of equity grants is for all employees, including NEOs.  For example, we would change the phrase in the fourth paragraph of that section from “would be limited to $2.3 million” to “would be limited to $2.3 million for all employees, including the Named Executives Officers.”

The Compensation Committee and the Board of Directors generally follow a practice of calculating the equity grant valuation limit based on the share price on the date of the Compensation Committee meeting at which the equity grants are determined by the Committee for recommendation to the Board to assure that the valuation limit is consistent with the approximate dilution limit of 1%.  The Compensation Committee then allocates these equity grants to the NEOs and the CEO allocates equity grants to selected employees.

The Compensation Committee and the Board of Directo

February  5, 2015

Via E -mail
Ms. Sheila M. Anders on
Chief Financial  Officer
Daktronics, Inc.
201 Daktronics Drive
Brookings, SD 57006

Re: Daktronics, Inc .
  Form 10-K
Filed June 1 2, 2014
File No. 0-23246

Dear Ms. Ander son:

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended April 26, 2014

Management’s Discussion and Analysis, page 18

1. We note your disclosure on page 30 that the effective tax rate for the fourth quarter of
fiscal 2014 was 74.3% compared to an effective tax rate of 22.9% for the year ago period,
the increase due primarily to “a one -time $2.3 valuation allowance against ou r equity in
investments booked” in that quarter. It does not appear this valuation allowance is
adequately explained in your document. Given the material impact of this item on your
fourth quarter and annual net income, please tell us and revise future fil ings in MD&A or
in the tax footnote to significantly expand your explanation of the underlying factors that
resulted in you recording the $2.3 million valuation allowance. Please refer to ASC 740 -
10-50-12. A discussion by specific jurisdiction/geography an d a thorough analysis of the
quantitative and qualitative information of the material positive and negative factors that
you considered when arriving at your conclusion about the realizability of your deferred

Ms. Sheila An derson
Daktronics, Inc .
Februar y 5, 2015
Page 2

 tax assets appears warranted under these circu mstances. Please refer to ASC 740 -10-30-
16 through 30 -25 for guidance. Also please tell us whether an impairment loss was
recorded on the related equity investments. If not, please tell us why not. Refer to ASC
320-10-35 beginning with paragraph 17 thereun der.

Definitive Proxy Statement

Compensation Discussion and Analysis, page 13

Base Salary, page 15

2. We note the significant increases in the base salaries of Mr. Reece Kurtenbach, Ms.
Sheila Anderson and Mr. Bradley Wiemann in the summary compensation t able.  In
future filings, please clearly explain the reasons for any large salary increases, including
the 2014 salary increases, and the factors used to determine such salary increases
awarded to your named executive officers.  In this regard, please also  see our comment
six from our January 29, 2010 letter requesting enhanced disclosure about adjustments to
base salaries.

Equity -Based Compensation Program, page 16

3. We note disclosure that for 2014, the valuation of equity grants is approximately $2.3
million.  In future filings, please clearly disclose whether this pool includes all of your
employees, including the named executive officers, or just your named executi ve officers.
We also note disclosure that the equity allocation among named executive officers is
based on historical grants, the value of past grants and the company’s performance, all of
which are subject to various factors disclosed in the section “Rol e of Compensation
Committee, Philosophy and Objectives” on page 14, including individual performance.
In future filings, please revise your disclosure to provide a more specific analysis of how
the amounts of individual stock options and restricted stock units awarded are determined
for each named executive officer, specifying the elements of company and individual
performance that are taken into account and clearly explain why your chief executive
officer received a substantially larger stock option award  in 2014.

Proxy card

4. In future filings, please ensure that the proxy card clearly indicates that shareholders are
being asked to vote, on an advisory basis, to approve executive compensation.  For
additional guidance, please see Question 169.07 of the Exchange Act Rules Compliance
and Disclosure Interpretations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Ms. Sheila An derson
Daktronics, Inc .
Februar y 5, 2015
Page 3

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not  foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenn Do at (202) 551-3743 , Al Pavot at (202) 551 -3738  or me at (202)
551-3355  if you have questions regarding comments on the financial statements and related
matters.  Please contact Sherry Haywood  at (202) 551 -3345, or Pamela Long, Assistant Director,
at (202) 551 -3765, with any other questions

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

December 4, 2012

Via E -mail
Ms. Sheila Anderson
Chief Financial Officer
Daktronics, Inc.
201 Daktronics Drive
Brookings, SD 57006

Re: Daktronics, Inc.
  Form 10 -K
Filed June 13, 2012
File No. 0 -23246

Dear Ms. Anderson:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for  the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

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		DAKT-2012.11.01_CORRESP

 201 Daktronics Drive PO Box 5128

 Brookings, SD 57006-5128

November 1, 2012

 tel 800-843-5843  605-692-0200

 fax 605-697-4700

via EDGAR and U.S. Mail

 www.daktronics.com

Mr. Terence O'Brien

Branch Chief

United States Securities and Exchange Commission

100 F Street, NE

Mail Stop 4631

Washington, DC  20549

Re:  Responses to letter dated October 18, 2012 regarding certain matters related to the Daktronics, Inc. Form 10-K for the fiscal year ended April 28, 2012 and Form 10-Q for the period ended July 28, 2012.  File No. 0-23246

Dear Mr. O'Brien:

Pursuant to your letter dated October 18, 2012, we are supplementing our responses to you dated October 9, 2012 to further comment on our loss contingencies disclosure and with a more complete explanation of our change in estimate that occurred during the first quarter of fiscal 2012.  We welcome comments you make on our filings, as our goal is to ensure that our 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.

Form 10-K for the year ended April 28, 2012

Note 15.  Commitments and Contingencies, page 62

1.

 We have read your response to comment 5 in our letter dated September 26, 2012.  You intend to state in the next Form 10-Q, “Given these uncertainties and the stage of these unresolved proceedings, we are unable to estimate any loss or range of loss for disclosure purposes.”  Please tell us: (1) the procedures you undertake on a quarterly basis to attempt to develop a range of reasonably possible loss for disclosure and (2) for each material matter, what specific factors are causing the inability to estimate and when you expect those factors to be alleviated.  We recognize that there are a number of uncertainties and potential outcomes associated with loss contingencies.  Nonetheless, an effort should be made to develop estimates for purposes of disclosure, including determining which of the potential outcomes are reasonably possible and what the reasonably possible range of losses would be for those reasonably possible outcomes.

Response:  The procedures we undertake on a quarterly basis to develop a range of reasonably possible loss for disclosure include our legal team summarizing new outstanding litigation and providing updates to on-going litigation cases.  Management receives opinions from internal and/or outside legal counsel for each case, which are used to determine whether the potential loss is probable and material to our financial statements as a whole.  If one or more of our on-going cases or claims were reasonably possible and material, but not probable, we would make an estimate and disclose the potential range of loss in accordance with ASC 450-20-50-3 - 50-8.  We would determine this range of loss based on the applicable facts and circumstances that relate to the particular case or claim and our prior experiences with similar cases or claims.

On June 13, 2012, when we filed our Annual Report on Form 10-K for the year ended April 28, 2012, we did not have any material matters pending; therefore, we were not required to estimate a range of reasonably possible loss.  All outstanding litigation matters as of the filing were not considered probable nor did they create exposure that could be material to the financial statements.

Mr. Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

November 1, 2012

Page 2

Upon further review of our proposed disclosure, we have determined that the following sentences are not consistent with our currently unresolved litigation claims: “Although the consequences of certain unresolved proceedings are not presently determinable, the outcome of any litigation is inherently uncertain, and an adverse outcome from certain matters could have a material effect on our earnings in any given reporting period.  Given these uncertainties and the stage of these unresolved proceedings, we are unable to estimate a loss or range of loss for disclosure purposes.”  Therefore, we believe it would be appropriate to strike them from our proposed disclosure.

The following (updated to reflect current information) is our proposed disclosure (the “Proposed Disclosure”).  Changes will be made to the first paragraph of the Commitments and Contingencies footnote in our Quarterly Report on Form 10-Q for the fiscal quarter ended October 27, 2012 and all other future filings, as applicable.

Proposed Disclosure:

Litigation: We are a party to legal proceedings and claims that arise during the ordinary course of business.  We review our legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions.  We establish accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading.  We do not record an accrual when the likelihood of loss that has been incurred is probable, but the amount cannot be reasonably estimated, or when the loss is believed to be only reasonably possible or remote, although disclosures will be made for material matters as required by ASC 450-20, Loss Contingencies.  Our assessment of whether a loss is reasonably possible or probable is based on our assessment and consultation with legal counsel regarding the ultimate outcome of the matter following all appeals.

As of October 27, 2012, we did not believe that there was a reasonable possibility that any material loss for these various claims or legal actions, including reviews, inspections or other legal proceedings, if any, had been incurred, except as described in our allowance for doubtful accounts contingency note.  Accordingly, no accrual or disclosure of a potential range of loss has been made related to these matters.  In the opinion of management, the ultimate liability of all unresolved legal proceedings is not expected to have a material effect on our financial position, liquidity or capital resources.

Form 10-Q for the period ended July 28, 2012

2.

 We have read your response to comment 6 in our letter dated September 26, 2012.  You have told us “The $1.8 million reduction in estimated costs resulted from a change in estimated costs to complete a large procurement contract, which became certain after our fiscal year ended April 28, 2012,” and “The contract relating to the estimated changes included a number of customer specifications which were to be designed into the display system…System testing was completed and the customer's formal acceptance occurred during the first quarter of fiscal 2013.”  Please tell us when the changed customer specifications were first made or ordered, and whether such changes would be considered to be part of the normal exposure and risk aspect of the contract.  Please tell us the exact dates over which you performed services in response to these changes, when the changes were substantially completed and when the customer formally accepted.  Lastly, tell us your consideration of ASC 605-35-25-85.

Response:  The initial customer contract and order for the custom display system placed in April 2010 required numerous modifications and redesign of our standard modules.  Modules are the primary and most costly component of a custom display system.  The initial installation process started in June 2011.  When the initial modules were energized and commissioned during August through September of 2011, we began to see module failures and a number of component failures on completed displays.  As a result, the engineering team stopped the manufacturing process multiple times between November 2011 and January 2012, when the failures were determined to be outside normal occurrences.  The engineering team performed a root cause failure analysis each time before manufacturing recommenced.  In February 2012, we decided that the best and least expensive alternative available to address the component failures within the module (absent new replacement modules) was to rework all of the existing modules,

Mr. Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

November 1, 2012

Page 3

including those that were already shipped and installed.  On March 8, 2012, our project management team met with the customer to explain what had been happening over the past six months and to present the plan for reworking the installed units.  The plan was to have all 37 locations reworked and installed by May 25, 2012.  As of May 25, 2012, 36 locations had been reworked and re-installed and the last location was completed the following week.

Although the module rework plan was developed, uncertainty remained as to whether the rework process would provide a long-term fix to the module failures.  As is customary in our business, the testing of electronics occurs after the modules are subjected to the environment, as this testing is more thorough than the typical testing that we perform in our reliability lab.  Because of the multiple issues experienced with the modules, the rework process involved opening up the sealed modules, removing and reapplying potting, replacing components, and reassembling the modules.  Without having the reworked modules operational for a period of time, we were uncertain as to how reliable the reworked modules would be.

When all reworked modules had been installed by the end of the first week in June 2012, we were uncertain as to whether the fix would correct all issues or whether the rework would compromise the integrity and life of the modules.  This uncertainty existed due to our experience of having several different failures occur due to unrelated issues over an extended period of time.  Time in the field is the primary method to reduce the uncertainty around these points, and, as of both April 28, 2012 (which was the last day of fiscal 2012) and June 13, 2012 (which was the filing date of our Annual Report on Form 10-K for fiscal 2012), management did not have a level of comfort that would allow us to determine that the rework process had solved all of the issues, as we only had a limited amount of time in the field with the reworked modules.  We also had not received formal acceptance of all reworked modules from the customer as of those dates.  We did not receive final acceptance for all installed reworked modules until July 21, 2012.

Therefore, at the end of fiscal 2012, we had included an estimate to rebuild new modules in estimated costs to complete.  On August 31, 2012, when we filed our Quarterly Report on Form 10-Q for the first fiscal quarter of fiscal 2013, we had gained comfort about the reliability of our modules because they had been tested in our lab and they had been functioning properly in the field for at least four months.  Thus, our engineering staff gained the confidence that the modules would perform as designed.  Therefore, we reduced the cost set aside to build new modules, which resulted in an adjustment to estimated costs of approximately $1.8 million as previously described.  Based on the discussion above, we believe the actions we took and the timing of the adjustments made were in accordance with our accounting policy that incorporates ASC 605-35-25-85.

In responding to your comments, we acknowledge that (i) Daktronics, Inc. is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) Daktronics, Inc. may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the opportunity to respond to the Commission's comments, and we would welcome any follow-up questions or concerns you may have after reviewing our responses.  You may feel free to contact me directly at 605-692-0214.  Also, please note that we have copied our securities attorney and auditors with this letter, as they are closely involved in reviewing our disclosures and reporting practices.

Mr. Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

November 1, 2012

Page 4

Sincerely,

/s/ Sheila M. Anderson

Sheila M. Anderson

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

cc:

 James B. Morgan, President and CEO, Daktronics, Inc.

 Michele D. Vaillancourt, Winthrop & Weinstine, P.A.

 William P. Miller, Ernst & Young LLP

October 18, 2012

Via E -mail
Ms. Sheila Anderson
Chief Financial Officer
Daktronics, Inc.
201 Daktronics Drive
Brookings, SD 57006

Re: Daktronics, Inc.
 Form 10-K
Filed June 13 , 2012
File No. 0-23246

Dear Ms. Anderson :

We have reviewed your response dated October 9, 2012 , and have the following
comments.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you prov ide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended April 28, 2012

Note 15.  Commitments and Contingencies, page 62

1. We have read your response to comment 5 in our letter dated September 26, 2012.  You
inten d to state in the next Form 10 -Q, “Given these uncertainties and the stage of these
unresolved proceedings, we are unable to estimate any loss or range of loss for disclosure
purposes.” Please tell us: (1) the procedures you undertake on a quarterly basis to attempt
to develop a range of reasonably possible loss for disclosure and (2) for each material
matter, what specific factors are causing the inability to estimate and when you expect
those factors to be alleviated. We recognize that there are a number of uncertainties and
potential outcomes associated with loss contingencies. Nonetheless, an effort should be
made to develop estimates for purposes of disclosure, including determining which of the
potential outcomes are reasonably possible and what the re asonably possible range of
losses would be for those reasonably possible outcomes.

Ms. Sheila Anderson
Daktronics, Inc.
October 18, 2012
Page 2

 Form 10 -Q for the period ended July 28, 2012

2. We have read your response to comment 6 in our letter dated September 26, 2012.  You
have told us “The $1.8 million reduction  in estimated costs resulted from a change in
estimated costs to complete a large procurement contract, which became certain after our
fiscal year ended April 28, 2012 ,” and “The contract relating to the estimated changes
included a number of customer speci fications which were to be designed into the display
system…System testing was completed and the customer's formal acceptance occurred
during th e first quarter of fiscal 2013 .”  Please tell us when the changed customer
specifications were first made or ord ered, and whether such changes would be considered
to be part of the normal exposure and risk aspect of the contract.  Please tell us the exact
dates over which you performed services in response to these changes, when the changes
were substantially comple ted and when the customer formally accepted.  Lastly, tell us
your consideration of ASC 605 -35-25-85.

You may contact Jenn Do at (202) 551-3743 , Al Pavot at (202) 551 -3738, or me at (202)
551-3355  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

		DAKT_2012.10.10-CORRESP

 201 Daktronics Drive PO Box 5128

 Brookings, SD 57006-5128

October 9, 2012

 tel 800-843-5843  605-692-0200

 fax 605-697-4700

via EDGAR and U.S. Mail

 www.daktronics.com

Mr. Terence O'Brien

Branch Chief

United States Securities and Exchange Commission

100 F Street, NE

Mail Stop 4631

Washington, DC  20549

Re:  Letter dated September 26, 2012 regarding certain matters related to the Daktronics, Inc. Form 10-K for the fiscal year ended April 28, 2012 and Form 10-Q for the period ended July 28, 2012.

File No. 0-23246

Dear Mr. O'Brien:

We received your comment letter dated September 26, 2012 requesting explanation and supplemental information on the above-referenced filings 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.

Form 10-K for the year ended April 28, 2012

Management's Discussion and Analysis, page 20

Critical Accounting Policies and Estimates, page 21

1.

 We note your disclosure on page 22 that subsequent to April 28, 2012, you became aware of circumstances that could cause an increase in your allowance for doubtful accounts in an amount between $0 and $2.5 million.  Please revise future filings to describe the specific factors impacting collectability and disclose the extent to which your credit risk varies by geographic region.

Response:    Beginning with our Quarterly Report on Form 10-Q for the second fiscal quarter ending October 27, 2012, we will provide additional discussion of the specific factors impacting collectability and, if applicable, the extent to which credit risk varies by geographic region, in accordance with disclosures required by Accounting Standards Codification (“ASC”) 450-20-50.

Liquidity and Capital Resources, page 33

2.

 We note that days sales outstanding increased from 45 days as of April 30, 2011, to 54 days as of April 28, 2012, which you attribute to the “natural volatility that can occur with large projects and the timing of customer payments.”  This buildup in accounts receivable had a material adverse impact on your operating cash flows for fiscals 2012 and 2011.  We also note that the change in billings in excess of costs and estimated earnings had a material adverse impact on your operating cash flow for fiscal 2012.  Please revise future filings to expand your discussion on page 33 regarding the changes in DSO, and billings in excess of costs and estimated earnings, as the current disclosure does not fully explain the variances.  Specifically address whether there were any material changes in A/R aging, contractual payment/billing terms, and/or the materiality of customer disagreements, or any other known factors that materially impact these balances.  Refer to Item 303(a)(1) of Regulation S-K.

Mr. Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

October 9, 2012

Page 2

Response:  Beginning with our Quarterly Report on Form 10-Q for the second fiscal quarter ending October 27, 2012, we will provide additional discussion in the liquidity and capital resources section to adequately explain any significant variances in days sales outstanding and billings in excess of costs and estimated earnings and whether there were any material changes in A/R aging, contractual billing/terms, and/or the materiality of customer disagreements or any other known factors that materially impacted these balances in accordance with Item 303(a)(1) of Regulation S-K.

3.

 On page 33 you disclose days inventory outstanding increased from 41 days as of April 30, 2011, to 53 days as of April 28, 2012.  This apparent buildup in inventories adversely impacted your operating cash flow surplus in fiscals 2012 and 2011.  In future filings, please explain material variances in the inventory ratio.

Response:  Beginning with our Quarterly Report on Form 10-Q for the second fiscal quarter ending October 27, 2012, we will expand our disclosure, when applicable, to adequately address material changes in the inventory ratio.

Note 5.  Selected Financial Statement Data, page 52

4.

 You disclose that inventories are reported net of an allowance for excess and obsolete inventory.  In future filings, please revise herein to present a rollforward and show the activity in this allowance for the periods presented, or include it within the Schedule II.  Refer to Rule 12-09 of Regulation S-X.

Response:  Beginning with our Annual Report on Form 10-K for the fiscal year ending April 27, 2013, we will provide an inventory allowance rollforward in Schedule II in accordance with Rule 12-09 of Regulation S-X.

Note 15.  Commitments and Contingencies, page 62

5.

 We note your disclosure that you are involved in various claims and legal actions arising in the normal course of business, but for which you believe the disposition of these matters, taken as a whole, will not have a material adverse effect on your consolidated financial statements.  In future filings, please provide the disclosures required by ASC 450-20-50-1 - 50-2 for probable loss contingencies in which you have recognized an accrual.  Please also provide the disclosures required by ASC 450-20-50-3 - 50-8 for reasonably possible losses in excess of accrual.  Please ensure your disclosures describe the loss contingency using the terms referenced in ASC 450-20-25.  Please note that disclosure of the accrual of probable losses and the disclosure of reasonably possible losses in excess of accruals may be provided on an aggregated basis.  To the extent that you have determined that the reasonably possible loss in excess of accrual is immaterial, please disclose that fact.

Response:  We have concluded that, under ASC 450, there is not a reasonable possibility that a loss or additional loss had been incurred during the period covered by our Annual Report on Form 10-K for the fiscal year ended April 28, 2012 and, accordingly, we have made no accruals in our consolidated financial statements.

Nevertheless, we will revise our disclosures in future filings in response to this comment.  The following (updated to reflect current information) is our proposed disclosure (the “Proposed Disclosure”).  Changes will be made to the first paragraph of the Commitments and Contingencies footnote in our Quarterly Report on Form 10-Q for the fiscal quarter ending October 27, 2012 and all other future filings.

Proposed Disclosure:

Litigation: We are a party to legal proceedings and claims that arise during the ordinary course of business.  We review our legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions.  We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading.  We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated, or when the liability is believed to be

Mr. Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

October 9, 2012

Page 3

only reasonably possible or remote.  Our assessment of whether a loss is reasonably possible or probable is based on our assessment and consultation with legal counsel regarding the ultimate outcome of the matter following all appeals.

As of October 27, 2012, we do not believe that there was a reasonable possibility that any material loss for these various claims or legal actions, including reviews, inspections or other legal proceedings, if any, had been incurred, except as noted in our allowance for doubtful accounts contingency below.  Accordingly, no accrual has been made related to these matters.  Although the consequences of certain unresolved proceedings are not presently determinable, the outcome of any litigation is inherently uncertain, and an adverse outcome from certain matters could have a material effect on our earnings in any given reporting period.  Given these uncertainties and the stage of these unresolved proceedings, we are unable to estimate any loss or range of loss for disclosure purposes.  However, in the opinion of management, the ultimate liability is not expected to have a material effect on our financial position, liquidity or capital resources.

Form 10-Q for the period ended July 28, 2012

6.

 Please explain to us in detail how you determined that the $1.8 million Transportation segment loss reversal (page 18) was appropriately recognized in the July 28, 2012, quarter instead of in the April 28, 2012, quarter.  In this regard, we note that the April 28, 2012 Form 10-K was filed midway through the July 28, 2012, quarter.  Identify the specific events and circumstances which precipitated the accounting change and how you determined that recognition in the fourth quarter was not required.  We may have further comment.

Response:  Per our accounting policy as disclosed in our Annual Report on Form 10-K for the fiscal year ended April 28, 2012, earnings on construction-type contracts are recognized on the percentage-of-completion method, measured by the percentage of costs incurred to date to estimated total costs for each contract.  Material estimates that are particularly susceptible to significant changes in the near-term relate to the determination of the estimated total costs on construction-type contracts.  In accordance with ASC 250-10-45-17, changes in estimates are reflected in the periods in which they become known and are treated prospectively.

The $1.8 million reduction in estimated costs resulted from a change in estimated costs to complete a large procurement contract, which became certain after our fiscal year ended April 28, 2012.  Therefore, according to our accounting policy, which reflects guidance found in ASC 250-10-45 and ASC 605-35-25, it was appropriate to recognize this change in estimate during our first quarter of fiscal 2013 as shown in our Quarterly Report on Form 10-Q for the fiscal quarter ended July 28, 2012.  At the end of fiscal 2012, we were confident in our process to reasonably estimate costs and determined that all estimated costs were adequate based on the facts and circumstances that were known at year end.

The contract relating to the estimated changes included a number of customer specifications which were to be designed into the display system.  Estimated costs included costs to replace or rebuild portions of the system until the system was completed through manufacturing, installation, and on-site testing.  System testing was completed and the customer's formal acceptance occurred during the first quarter of fiscal 2013, which provided assurance and evidence the system worked to the specifications as required by our customer.  At that time, the corresponding costs that were originally estimated were adjusted as appropriate.

In responding to your comments, we acknowledge that (i) Daktronics, Inc. is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) Daktronics, Inc. may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the opportunity to respond to the Commission's comments, and we would welcome any follow-up questions or concerns you may have after reviewing our responses.  You may feel free to contact me directly at 605-692-0214.  Also, please note that we have copied our securities attorney and auditors with this letter, as they obviously are closely involved in reviewing our disclosures and reporting practices.

Mr. Terence O’Brien

Branch Chief

United States Securities and Exchange Commission

October 9, 2012

Page 4

Sincerely,

/s/ Sheila M. Anderson

Sheila M. Anderson

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

cc:

 James B. Morgan, President and CEO, Daktronics, Inc.

 Michele D. Vaillancourt, Winthrop & Weinstine, P.A.

 William P. Miller, Ernst & Young LLP

September  26, 2012

Via E -mail
Ms. Sheila Anderson
Chief Financial Officer
Daktronics, Inc.
201 Daktronics Drive
Brookings, SD 57006

Re: Daktronics, Inc.
 Form 10-K
Filed June 13 , 2012
File No. 0-23246

Dear Ms. Anderson :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended April 28, 2012

Management’s Discussion and Analysis, page 20

Critical Accounting Policies and Es timates, page 21

1. We note your disclosure on page 22 that subsequent to April 28, 2012, you became aware
of circumstances that could cause an increase in your allowance for doubtful accounts in
an amount between $0 and $2.5 million.   Please revise future fi lings to describe the
specific factors impacting collectability and disclose the extent to which your credit risk
varies by geographic region.

Ms. Sheila Anderson
Daktronics, Inc.
September 26, 2012
Page 2

 Liquidity and Capital Resources, page 33

2. We note that days sales outstanding increased from 45 days as of Ap ril 30, 2011 , to 54
days as of April 28, 2012, which you attribute to the “natural volatility that can occur
with large projects and the timing of customer payments.” This buildup in accounts
receivable had a material adverse impact on your operating  cash flows for fiscals 2012
and 2011.  We also note that the change in billings in excess of costs and estimated
earnings had a material adverse impact on your operating cash flow for fiscal 2012.
Please revise future filings to expand your discussion on  page 33 regarding the changes in
DSO, and billings in excess of costs and estimated earnings, as the current disclosure
does not fully explain the variances. Specifically address whether there were any material
changes in A/R aging, contractual payment/bi lling terms, and/or the materiality of
customer disagreements, or any other known factors that materially impact these
balances.  Refer to Item 303(a)(1) of Regulation S -K.

3. On page 33 you disclose days inventory outstanding increased from 41 days as of Ap ril
30, 2011 , to 53 days as of April 28, 2012.  This apparent buildup in inventories adversely
impacted your operating cash flow surplus in fiscals 2012 and 2011.  In future filings,
please explain material variances in the inventory ratio.

Note 5.  Selected Financial Statement Data, page 52

4. You disclose that inventories are reported net of an allowance for excess and obsolete
inventory.  In future filings, please revise herein to present a rollforward and show the
activity in this allowance for the  periods presented, or include it within the Schedule II.
Refer to Rule 12 -09 of Regulation S -X.

Note 15.  Commitments and Contingencies, page 62

5. We note your disclosure that you are involved in various claims and legal actions arising
in the normal cou rse of business, but for which you believe the disposition of these
matters, taken as a whole, will not have a material adverse effect on your consolidated
financial statements. In future filings, please provide the disclosures required by ASC
450-20-50-1 – 50-2 for probable loss contingencies in which you have recognized an
accrual.  Please also provide the disclosures required by ASC 450 -20-50-3 – 50-8 for
reasonably possible losses in excess of accrual.  Please ensure your disclosures describe
the loss c ontingency using the terms referenced in ASC 450 -20-25.  Please note that
disclosure of the accrual of probable losses and the disclosure of reasonably possible
losses in excess of accruals may be provided on an aggregated basis.  To the extent that
you ha ve determined that the reasonably possible loss in excess of accrual is immaterial,
please disclose that fact.

Ms. Sheila Anderson
Daktronics, Inc.
September 26, 2012
Page 3

 Form 10-Q for the period ended July 28, 2012

6. Please explain to us in detail how you determined that the $1.8 million Transportation
segment loss reversal (page 18) was appropriately recognized in the July 28, 2012 ,
quarter instead of in the April 28, 2012 , quarter. In this regard, we note that the April 28,
2012 Form 10 -K was filed midway through the July 28, 2012 , quarter. Identify the
specific events and circumstances which precipitated the accounting change and how you
determined that recognition in the  fourth  quarter was not required. We may have further
comment.

We urge all persons who are responsible for the accuracy and adequacy of the dis closure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s dis closure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accur acy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in an y proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenn Do at (202) 551-3743 , Al Pavot at (202) 551 -3738, or me at (202)
551-3355  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
March 9, 2010
 Mr. William R. Retterath Chief Financial Officer Daktronics, Inc. 201 Daktronics Drive Brookings, SD  57006
 RE: Form 10-K for the year ended May 2, 2009
Forms 10-Q for the periods ended Au gust 1, 2009, October 31, 2009
and January 30, 2010
  Schedule 14A filed July 1, 2009
  File No. 0-23246

Dear Mr. Retterath:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regardi ng our review of legal or disclosure
matters in your filings, please direct them to Errol Sanderso n, Financial Analyst, at (202)
551-3746 or, in his absence, Dietrich King, Staff Attorney, at (202) 551-3338.  Please
contact Jeffrey Gordon, Staff Accountant, at (202) 551-3866 or, in his absence, Melissa Rocha, Staff Accountant, at (202) 551-3854 if  you have questions regarding our review
of the financial statements and related matters.           S i n c e r e l y ,             R u f u s  D e c k e r          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    secresponsefy10.htm

    March 2,
2010

    via EDGAR and U.S.
Mail

    Mr. Rufus
Decker

    Accounting
Branch Chief

    United
States Securities and Exchange Commission

    100 F
Street, NE

    Mail Stop
4631

    Washington,
DC  20549

    Re:  Letter
dated January 29, 2010 regarding certain matters related to the Daktronics, Inc.
Form 10-K for the fiscal year ended May 2, 2009, Forms 10-Q for the periods
ended August 1, 2009 and October 31, 2009 and Schedule 14A filed July 1,
2009.  File No. 000-23246

    Dear Mr.
Decker:

    We have
received your comment letter dated January 29, 2010 requesting explanation and
supplemental information on the above-referenced filings 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.

    Please
note that the timing of your inquiry and our response corresponds to the timing
of the filing of our Quarterly Report on Form 10-Q for the third quarter ended
January 30, 2010 and, therefore, you will have the benefit of reviewing the
changes we have made to our disclosure in the Quarterly Report on Form 10-Q
based on your comments.

    FORM 10-K FOR THE YEAR ENDED
MAY 2, 2009

    Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations, page
18

    Liquidity and Capital
Resources, page 29

              1.

              We
      note your credit agreement contains certain covenants including the
      maintenance of tangible net worth of at least $75 million, a minimum
      liquidity ratio and a minimum adjusted fixed charge coverage ratio, among
      other restrictions. In future filings, please ensure that you clearly
      disclose the specific terms of any material debt covenants and whether you
      were in compliance with the covenants as of the reporting date. In
      addition, if it is reasonably likely that you will not be in compliance
      with any of your material debt covenants, please disclose the required
      ratios/amounts as well as the actual ratios/amounts as of each reporting
      date. This will allow readers to understand how much cushion there is
      between the required ratios/amounts and the actual ratios/amounts. Please
      also consider showing the specific computations used to arrive at the
      actual ratios/amounts with corresponding reconciliations to US GAAP
      amounts, if necessary. See Sections I.D and IV.C of the SEC Interpretive
      Release No. 33-8350.  Please show us in your supplemental
      response what the revisions will look
like.

              Response:    Based
      on your comments, we revised our disclosure regarding our credit agreement
      in the Liquidity and Capital Resources section by replacing the paragraph
      that discusses our primary credit facility in our Quarterly Report on Form
      10-Q  for the quarter ended January 30, 2010 (“2010 Q3 Form
      10-Q”) with the following
disclosure:

    Revised Disclosure: We have a
credit agreement with a bank that was amended on November 12, 2009, which
provides for a $35.0 million line of credit and includes up to $15.0 million for
standby letters of credit.  The line of credit is due on November 15,
2010. The interest rate ranges from LIBOR plus 125 basis points to LIBOR plus
175 basis points depending on the ratio of interest-bearing debt to EBITDA, as
defined.  EBITDA is defined as net income before income taxes,
interest expense, depreciation and amortization.  The effective
interest rate was 1.0% at January 30, 2010.  We are assessed a loan
fee equal to 0.125% per annum of any non-used portion of the loan.  As
of January 30, 2010, there were no advances under the line of
credit.

    The
credit agreement is unsecured.  In addition to provisions that limit
dividends to the current year net profits after tax, the credit agreement also
requires us to be in compliance with the following financial
ratios:

              a.

              A
      minimum fixed charge coverage ratio of 2 to 1 at the end of any fiscal
      year.  The ratio is equal to (a) EBITDA less dividends, a
      capital expenditure reserve of $6 million, and income tax expense, over
      (b) all principal and interest payments with respect to debt, excluding
      debt outstanding on the line of credit,
and

              b.

              A
      ratio of interest-bearing debt, excluding any marketing obligations, to
      EBITDA of less than 1 to 1 at the end of any fiscal
    quarter.

    We were
in compliance with all applicable covenants as of January 30, 2010 and expect to
be in compliance with all applicable covenants at the end of fiscal year
2010.  The minimum fixed charge coverage ratio as of May 2, 2009 was
7.1 to 1, and the ratio of interest-bearing debt to EBITDA as of January 30,
2010 was approximately 0.04 to 1.

    We
believe that if our growth extends beyond current expectations or if we make any
strategic investments, we may need to increase our credit facility or seek other
means of financing.   We anticipate that we will be able to
obtain any needed funds under commercially reasonable terms from our current
lender or other sources.  We believe that our working capital
available from all sources will be adequate to meet the cash requirements of our
operations in the foreseeable future.

    Item 8 - Financial
Statements and Supplementary Data, page 33

    Nature of Business and
Summary of Significant Accounting Policies, page 39

              2.

              We
      note your overall decreases in net sales and net income for the six months
      ended October 31, 2009 as compared to the six months ended November 1,
      2008, specifically the significant decreases in your Commercial segment.
      To the extent that any of your reporting units have estimated fair values
      that are not substantially in excess of the carrying value and to the
      extent that goodwill for these reporting units, in the aggregate or
      individually, if impaired, could materially impact your operating results,
      please provide the following disclosures for each of these reporting units
      in future filings:

              ·

              Identify
      the reporting unit;

              ·

              The
      percentage by which fair value exceeds the carrying value as of the
      most-recent step-one test;

              ·

              The
      amount of goodwill;

              ·

              A
      description of the assumptions that drive the estimated fair
      value;

              ·

              A
      discussion of the uncertainty associated with the key assumptions. For
      example, to the extent that you have included assumptions in your
      discounted cash flow model that materially deviates from your historical
      results, please include a discussion of these
  assumptions;

              ·

              A
      discussion of any potential events and/or circumstances that could have a
      negative effect to the estimated fair
value.

    If you
have determined that the estimated fair value substantially exceeds the carrying
value for all of your reporting units, please disclose this
determination.  Please also provide the above disclosures, as
applicable, for any long-lived assets or asset groups for which you have
determined that fair value is not substantially in excess of the carrying value
and to the extent that the asset amounts, in the aggregate or individually,
could materially impact your operating results or total shareholder's equity.
Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the
SEC's Codification of Financial Reporting Policies for guidance. Please show us
in your supplemental response what the revisions will look like.

    Response:  As
disclosed in our prior filings, we analyze impairment for goodwill on an annual
basis as of the first business day of our third quarter.  Therefore,
we have completed our analysis during the third quarter, which was reported in
our 2010 Q3 Form 10-Q as follows:

    Revised Disclosure: We
account for goodwill and intangible assets in accordance with ASC 350, Goodwill and Other Intangible
Assets.  Under these provisions, goodwill is not amortized but
is tested for impairment on at least an annual basis.  Impairment
testing is required more often than annually if an event or circumstance
indicates that an impairment or a decline in value may have
occurred.  In conducting our impairment testing, we compare the fair
value of each of our business units (reporting unit) to the related carrying
value.  If the fair value of a reporting unit exceeds its carrying
value, goodwill is not impaired.  If the carrying value of a reporting
unit exceeds its fair value, an impairment loss is measured and
recognized.  We conduct our impairment testing as of the first
business day of the third quarter each year.

    We
utilize an income approach to estimate the fair value of each reporting
unit.  We selected this method because we believe that it most
appropriately measures our income producing assets.  We considered
using the market approach and cost approach, but concluded they were not
appropriate in valuing our reporting units given the lack of relevant and
available market comparisons.  The income approach is based on the
projected cash flows which are discounted to their present value using discount
factors that consider the timing and risk of the forecasted cash
flows.  We believe that this approach is appropriate because it
provides a fair value estimate based upon the reporting units’ expected
long-term operating cash performance.  This approach also mitigates
the impact of the cyclical trends that occur in the industry.  Fair
value is estimated using internally-developed forecasts and
assumptions.  The discount rate used is the average estimated value of
a market participant’s cost of capital and debt, derived using customary market
metrics.  Other significant assumptions include terminal value margin
rates, future capital expenditures, and changes in future working capital
requirements.  We also compare and reconcile our overall fair value to
our market capitalization.  While there are inherent uncertainties
related to the assumptions used and to our application of these assumptions to
this analysis, we believe that the income approach provides a reasonable
estimate of the fair value of our reporting units.   The
foregoing assumptions to a large degree were consistent with our long-term
performance with limited exceptions.  We believe that our future
investments for capital expenditures as a percent of revenue will decline in
future years due to our improved utilization resulting from lean initiatives,
and we believe that long-term receivables will decrease as we
grow.  We also have assumed that through this economic downturn, our
markets have not contracted for the long term; however it may be a number of
years before they fully recover.  These assumptions could deviate
materially from actual results.

    We
performed an analysis of goodwill as of the first business day of our third
quarter in fiscal 2010.  In addition, due to revisions in our
forward-looking 12 month forecast during the month of January 2010, resulting
from lower than expected order bookings and increased near-term uncertainty,
primarily in our Live Events business unit, the significance of orders being
delayed in all business units and the decline in our stock price, we believed
that an additional goodwill impairment test was required as of January 31,
2010.  Based on our test, we determined that the goodwill associated
with the Schools and Theatres business unit, totaling $685 was impaired and that
the goodwill associated with our International business unit of $725 was
impaired.  Because step two of the goodwill impairment testing is not
complete, an estimated impairment charge of $1,410 was recorded as of January
30, 2010. Given the timing of the circumstances which led to the impairment we
were unable to complete the step two fair value computations as this requires us
to obtain appraisals of various assets.  The impairment testing will
be complete by the end of the fourth quarter of fiscal 2010 at which time any
adjustments to the estimate will be recorded.

    Goodwill
was $3,262 at January 30, 2010, and $4,549 at May 2, 2009.  Of the
total of goodwill as of January 30, 2010, $2,388 related to the Live Events
business unit, $716 related to the Commercial business unit and $158 related to
the Transportation business unit.  Goodwill increased $123 during
fiscal 2010 as a result of the impact of foreign currency translation on
goodwill denominated in functional currencies other than the U.S.
dollar.  The fair value, carrying value after impairment and the
percentage in excess of carrying value of each business unit as of January 30,
2010 is as follows:

              Estimated
      Fair Value

              Carrying
      Value

              Percentage
      of Fair Value in Excess of Carrying Value

              Live
      Events

            $
            187,000

            $
            92,024

            51
            %

              Schools
      & Theatre

            31,000

            31,593

            (3
            %)

              Commercial

            121,000

            45,985

            62
            %

              Transportation

            66,000

            26,183

            60
            %

              International

            9,000

            10,803

            (20
            %)

    We face a
number of risks to our business which can adversely impact cash flows in each of
our business units and cause a significant decline in fair values of each
business unit.  This decline could lead to an impairment of goodwill
to some or all of our business units.  Since the fair values of the
business units are based in part on the market price of our common stock, a
significant decline in the market price of our stock may offset the benefits of
the foregoing efforts and lead to an impairment.  Notwithstanding the
foregoing, events could cause an impairment in goodwill in other business units
if the trend of orders and sales worsens and we are unable to respond in ways
that preserve future cash flows or if our stock price declines
significantly.

    Regarding
the Commission’s comments relating to long-lived asset impairment, we disclosed
the following in our 2010 Q3 Form 10-Q:

    Revised Disclosure:
Long-lived assets other than goodwill and indefinite-lived intangible
assets, which are separately tested for impairment, are evaluated for impairment
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable.

    When
evaluating long-lived assets for potential impairment, we first compare the
carrying value of the asset to the asset's estimated future cash flows
(undiscounted and without interest charges). If the estimated future cash flows
are less than the carrying value of the asset, we calculate an impairment loss.
The impairment loss calculation compares the carrying value of the asset to the
asset's estimated fair value, which may be based on estimated future cash flows
(discounted and with interest charges). We recognize an impairment loss if the
amount of the asset's carrying value exceeds the asset's estimated fair value.
If we recognize an impairment loss, the adjusted carrying amount of the asset
becomes its new cost basis. For a depreciable long-lived asset, the new cost
basis will be depreciated (amortized) over the remaining useful life of that
asset.

    Our
impairment loss calculations contain uncertainties because they requir

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 29, 2010
 Mr. William R. Retterath Chief Financial Officer Daktronics, Inc. 201 Daktronics Drive Brookings, SD  57006
 RE: Form 10-K for the year ended May 2, 2009
  Forms 10-Q for the periods ended Au gust 1, 2009 and October 31, 2009
  Schedule 14A filed July 1, 2009
  File No. 0-23246

Dear Mr. Retterath:
We have limited our review to  those issues we have addressed in our comments.
If you disagree with a comment, we will c onsider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED MAY 2, 2009

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18

Liquidity and Capital Resources, page 29

1. We note your credit agreement contai ns certain covenants including the
maintenance of tangible net worth of at least $75 million, a minimum liquidity
ratio and a minimum adjusted fixed charge coverage ratio, among other
restrictions.  In future fili ngs, please ensure that you clearly disclose the specific
terms of any material debt covenants and whether you were in compliance with

Mr. William R. Retterath
Daktronics, Inc.
January 29, 2010 Page 2 of 5
the covenants as of the reporting date.  In addition, if it is reasonably likely that
you will not be in compliance with any of  your material debt covenants, please
disclose the required ratios/amounts as well as the actual ra tios/amounts as of
each reporting date.  This will allow readers to understand how much cushion there is between the requir ed ratios/amounts and the ac tual ratios/amounts.  Please
also consider showing the specific computations used to arrive at the actual
ratios/amounts with corresponding reconc iliations to US GAAP amounts, if
necessary.  See Sections I.D and IV.C of the SEC Interpretive Release No. 33-
8350.  Please show us in your supplemental response what the revisions will look like.
 Item 8 – Financial Statements and Supplementary Data, page 33

 Nature of Business and Summary of Si gnificant Accounting Policies, page 39

2. We note your overall decreases in net sales and net income for the six months ended October 31, 2009 as compared to the six months ended November 1, 2008,
specifically the significant decreases in your Commercial segment.  To the extent
that any of your reporting units have estimated fair values that are not
substantially in excess of the carrying va lue and to the extent that goodwill for
these reporting units, in the aggregate or individually, if impaired, could
materially impact your operating results, please provide the following disclosures
for each of these reporting units in future filings:
• Identify the reporting unit;
• The percentage by which fair value exceed s the carrying value as of the most-
recent step-one test;
• The amount of goodwill;
• A description of the assumptions that drive the estimated fair value;
• A discussion of the uncertainty associ ated with the key assumptions.  For
example, to the extent that you have included assumptions in your discounted
cash flow model that materially deviates from your historical results, please
include a discussion of these assumptions;
• A discussion of any potential events and/or circumstances that could have a
negative effect to the estimated fair value.
If you have determined that the estimated fair value substantially exceeds the
carrying value for all of your reporting units, please disc lose this determination.
Please also provide the above disclosures, as ap plicable, for any long-lived assets
or asset groups for which you have determin ed that fair value is not substantially
in excess of the carrying va lue and to the extent that the asset amounts, in the
aggregate or individually, could materially impact your operating results or total shareholder’s equity.  Please refer to Item 303 of Regulation S-K and Sections
216 and 501.14 of the SEC’s Codification of  Financial Reporting Policies for

Mr. William R. Retterath
Daktronics, Inc.
January 29, 2010 Page 3 of 5
guidance.  Please show us in your supplemental response what the revisions will look like.
 Item 15 - Exhibits and Financia l Statement Schedules, page 62

3. We note that you did not include the docum ents constituting your credit facility
with U.S. Bank National Association as an  exhibit to your a nnual report on Form
10-K.  Based on your disclosures in the Management’s Discussion and Analysis
section of the annual report, it appears that this credit faci lity represents a
potentially significant source of liqui dity for you, although we acknowledge you
disclosure in the annual re port that no amounts were outstanding under the credit
facility as of May 2, 2009.  We further note that you have filed the November 12,
2009 amendments to the credit facility vi a your current report on Form 8-K filed
on November 12, 2009.  To provide investor s with access to all of the documents
constituting the credit facility, please file all of the operative documents
constituting the credit facility, includi ng all of their operative exhibits and
schedules, with your next periodic report or, if you prefer, a current report on Form 8-K.

DEFINITIVE PROXY STATEMENT FILED JULY 1, 2009

 Fiscal Year 2009 Director  Compensation, page 8

Stock Ownership and Retention Guidelines, page 9

4. We note that your directors ha ve five years to meet the thresholds set forth in your
stock ownership guidelines.  In future f ilings, please disclose the then current
status of your directors’ compliance with your stock ownership guidelines.

Compensation Discussion and Analysis, page 10
Setting Executive Compensation, page 11

5. We note your disclosure that the compensation committee tries “to keep cash
compensation levels for executives in the lower one-third of the companies in the peer group list.”  With a view towards fu ture disclosure, please tell us where cash
compensation levels actually fell with respect to this goal.

Base Salary, page 12

6. With a view towards future disclosure, please provide us with a materially
complete discussion and analysis of the ad justments made to the base salaries of
your named executive officers for fiscal 2009.  In this regard, we note from the
summary compensation table that each of your named executive officers received

Mr. William R. Retterath
Daktronics, Inc.
January 29, 2010 Page 4 of 5
an increase.  In your resp onse, you should address the factors that went into
setting and adjusting the base salaries for fiscal 2009.
 Non-Equity-Based Incentive Compensation Plan, page 12

7. We note your disclosure that “[t]he maxi mum level of the bonus varies from 4.5
months’ compensation to 7 months’ compen sation for each officer.”  With a view
towards future disclosure, please tell us  how you define “compensation” for this
purpose.

8. With a view towards future disclosure, please provide us with a materially
complete discussion and analysis of how  you determined the amounts of the cash
incentive bonuses received by your named executive officers for fiscal 2009.  In doing so, you may wish to address how the committee determined the percentage of base salary used to determine the amount of the cash incentive for each named
executive officer.  In addition, you may wi sh to address where the actual cash
incentives received by the named executive officers fell with respect to the
percentages of base salary that they could receive.

9. With a view towards future disclosure, please provide us with a materially
complete discussion and analysis of how  you determined the size of the equity
award received by each of your named ex ecutive officers for fiscal 2009.  In
doing so, you may wish to address how the committee measured company performance for purposes of the equity award determinations.  In addition, you
may wish to address why the named executive  officers received equity awards of
different sizes.

Post-Employment Compensation, page 19

Potential Payments upon Termination of Empl oyment or Change in Control, page 19

10. In future filings, please add to the ta ble a row showing the total amount that
would be received by each named ex ecutive officer under each of the
circumstances covered by the table.

*    *    *    *

Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. William R. Retterath
Daktronics, Inc. January 29, 2010 Page 5 of 5
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Errol Sanderson, Financia l Analyst, at (202) 551-3746 or, in his
absence, Dietrich King, Staff Attorney, at (202) 551-3338 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, Melissa Ro cha, Staff Accountant,  at (202) 551-3854 if
you have questions regarding comments on the fi nancial statements and related matters.

 Sincerely,
 Rufus Decker
 Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
March 7, 2008

via U.S. mail and facsimile

Mr. William R. Retterath     Chief Financial Officer
Daktronics, Inc.
331 32
nd Avenue
Brookings, SD  57006

RE: Daktronics, Inc.
Form 10-K for the Fiscal Year Ended April 28, 2007
  Filed June 22, 2007
    File No. 000-23246

Dear Mr. Retterath:

We have completed our review of your filing and have no further comments at
this time.

If you have any further questions regardi ng our review of legal or disclosure
matters in your filings, please direct them to Era Anagnosti,  Staff Attorney, at (202) 551-
3369 or, in her absence, to Jennifer Hardy, Legal Branch Chief, at (202) 551-3767.
Please contact Ryan Rohn, Staff Accountant, at  (202) 551-3739 or, in his absence, to Al
Pavot, Senior Accountant, at  (202) 551-3738, or to the unde rsigned at (202) 551-3355 if
you have questions regarding our review of th e financial statements and related matters.
        S i n c e r e l y ,            T e r e n c e  O ’ B r i e n         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

            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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

February 1, 2008

via U.S. mail and facsimile

Mr. William R. Retterath     Chief Financial Officer
Daktronics, Inc.
331 32
nd Avenue
Brookings, SD  57006

RE: Daktronics, Inc.
Form 10-K for the Fiscal Year Ended April 28, 2007
  Filed June 22, 2007
    File No. 000-23246

Dear Mr. Retterath:    We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year ended April 28, 2007

Intellectual Property

1. In future filings, please include informati on about material patents, including their
duration, pursuant to Item 101( c)(1)(iv) of Regulation S-K.

Mr. William R. Retterath
Daktronics, Inc.
February 1, 2008 Page 2  Customers

2. In future filings, please identify the cu stomer from which you derived over 10%
of your revenue pursuant to Item 101(c)(1)(vii) of Regulation S-K.
 Competition

 3. At the beginning of the third paragra ph, you state that the competitive landscape
has changed significantly due to consolidation of your competitors.  In future filings, please identify your main competitors.
 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.

Statements of Income

5. In future filings, please separately disc lose 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.

Results of Operations

6. Please expand your discussion of results of operations in future filings to quantify the reasons for the fluctuati ons 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 a ffecting gross profit margin in fiscal
year 2007 as compared to fiscal year 2006 included the costs of bringing additional capacity on-line which include d 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 sign ificant portion of
the year and higher overall warranty costs.

Mr. William R. Retterath
Daktronics, Inc.
February 1, 2008 Page 3
• You disclose selling expenses increase d in fiscal year 2007 as compared to
fiscal year 2006 due to higher levels  of personnel cost s, international
expansion, employee benefits, trav el and entertainment expenses,
depreciation, telephone costs, the in creased number of sales and service
offices and other costs associated wi th a higher number of employees.
 The enhanced disclosure should enable a reader to better unders tand the extent to
which operating results were impacted by specific factors. See Section 501.12.b.4
of the Financial Reporting Codification.

Liquidity and Capital Resources

7. Please revise your liquidity and capital reso urces 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 receivable s, inventories, and costs and estimated
earnings in excess of billings.  Consider  providing a discussion of days sales
outstanding ratio and invent ory turnover ratio to a llow your readers to better
understand the increases in these balan ces. See Section 501.13.b of the Financial
Reporting Codification.

Note 16. Quarterly Financial Data (Unaudited)

8. In future filings, please provide clarifyi ng disclosure either here or in MD&A
about the reasons for 4th quarter earnings fluctuations. We note that 4th quarter
earnings declined 50% whereas sales incr eased 22%. See the analogous guidance
in paragraph 31 of APB 28.

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 4 02(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 decreasi ng 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 decidi ng to increase or decrease compensation

Mr. William R. Retterath
Daktronics, Inc.
February 1, 2008 Page 4
materially.   In future filings, please addr ess all of the requirements of Item 402(b)
of Regulation S-K.
 10. In accordance with Item 402(b)(1)(xi) of Re gulation S-K, in future filings please
add a discussion related to payments in c onnection with a change in control event
and how those payments are trigge red.  We note your discussion under
subheading “Post-Employment Compensation. ”  In future filings, please expand
your discussion in this section to itemi ze 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 op tion awards is accele rated as a result of
such events.

11. In your discussion of “Deferred Compensation Arrangements” in future filings please include a short summary of the mate rial terms with respect to payouts,
withdrawals and other distributions.  See
 Item 402(c)(3)(iii) of Regulation S-K.
 Signatures

12. Please note in future filings that the Form 10-K must be signed by the principal
accounting officer or contro ller of the company.

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 busines s 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, plea se expand your discussion of results of
operations to also include a discussion of  profitability and cash needs by segment.
For example, the disclosure should clear ly explain why operating income in the
Live Events segment declined 60% in the quarter whereas the segment’s sales declined 22%.  Refer to Section 501.06.a of the Financial Reporting Codification.

*    *    *    *

Mr. William R. Retterath
Daktronics, Inc.               February 1, 2008 Page 5    Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly f acilitate our review.  Please submit your
supplemental response on EDGAR as a corres pondence file.  Pleas e understand that we
may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Era Anagnosti, Staff A ttorney, at (202) 551-3369 or, in her
absence, to Jennifer Hardy, Legal Branch Chief, at (202) 551-3767, if you have any
questions regarding legal or disclosure matters.  Please contact Ryan Rohn, Staff
Accountant, at (202) 551-3739 or, in his absence, to Al Pavot , Staff Accountant, at (202)
551-3738, or to the undersigned at (202) 551-3355 if you have questions regarding comments on the financial statements and related matters.         S i n c e r e l y ,            T e r e n c e  O ’ B r i e n         Accounting Branch Chief