Daktronics, Inc.
DAKTRONICS INC /SD/ (Form: 10-Q, Received: 11/28/2003 06:04:15)


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

                                                                             (Mark One)

    [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Quarterly Period Ended November 1, 2003

OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Transition Period From _____  to ____



Commission File Number: 0-23246

 

DAKTRONICS, INC.
(Exact name of Registrant as specified in its charter)

South Dakota           46-0306862    
(State or other jurisdiction of         (I.R.S. Employer    
incorporation or organization)         Identification Number)    

331 32nd Avenue
Brookings, SD 57006

(Address of principal executive offices, zip code)

(605) 697-4000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [ X ] No [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).                                                                     Yes [ X] No [  ]

The number of shares of the registrant’s common stock outstanding as of November 25, 2003 was 18,752,449.


DAKTRONICS, INC. AND SUBSIDIARIES
FORM 10-Q
For the Quarter Ended November 1, 2003

TABLE OF CONTENTS

      Page      
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENT    
 
PART I. FINANCIAL INFORMATION    
ITEM 1. FINANCIAL STATEMENTS    
          CONSOLIDATED BALANCE SHEETS AS OF NOVEMBER 1, 2003 AND MAY 3, 2003       4  
          CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED    
               NOVEMBER 1, 2003 AND NOVEMBER 2, 2002       5  
          CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED    
               NOVEMBER 1, 2003 AND NOVEMBER 2, 2002       7  
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS       8  
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND    
                  RESULTS OF OPERATIONS       12  
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK       18  
ITEM 4 . CONTROLS AND PROCEDURES       20  
 
PART II. OTHER INFORMATION    
ITEM 1 . LEGAL PROCEEDINGS       20  
ITEM 2 . CHANGES IN SECURITIES AND USE OF PROCEEDS       20  
ITEM 3. DEFAULT UPON SENIOR SECURITIES       20  
ITEM 4 . SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS       20  
ITEM 5. OTHER INFORMATION       20  
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K       21  
     
SIGNATURES       22  
     
EXHIBIT INDEX    
     
    Ex. 31.1    CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER REQUIRED BY RULE            
                    13a-14(a) OR RULE 15d-14 (a) OF THE SECURITIES EXCHANGE ACT OF 1934,    
                    AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT    
                    OF 2002        
    Ex. 31.2    CERTIFICATION OF THE CHIEF FINANCIAL OFFICER REQUIRED BY RULE            
                    13a-14(a) OR RULE 15d-14 (a) OF THE SECURITIES EXCHANGE ACT OF 1934,    
                    AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT    
                    OF 2002        
    Ex. 32.1    CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION    
                    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002    
    Ex. 32.2    CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION            
                    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002    

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Quarterly Report on Form 10-Q (including exhibits and information incorporated by reference herein) contains both historical and forward-looking statements that involve risks, uncertainties and assumptions. The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended including statements regarding the Company’s expectations, beliefs, intentions and strategies for the future. These statements appear in a number of places in this Report and include all statements that are not historical statements of fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company’s financing plans; (ii) trends affecting the Company’s financial condition or results of operations; (iii) the Company’s growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words “may,” “would,” “could,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend,” “plans” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, many of which are beyond the Company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors discussed herein and those factors discussed in detail in the Company’s filings with the Securities and Exchange Commission.


PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

DAKTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

November 1, May 3,
2003 2003
(unaudited) (note 1)


ASSETS            
     
CURRENT ASSETS:    
  Cash and cash equivalents     $ 12,095   $ 9,277  
  Accounts receivable, less allowance for doubtful accounts    
     of $1,202 at November 1, 2003 and $1,102 at May 3, 2003       23,774     25,912  
  Current maturities of long-term receivables       3,130     2,650  
  Inventories       17,512     14,863  
  Costs and estimated earnings in excess of billings       13,667     11,467  
  Prepaid expenses and other       497     756  
  Deferred income taxes       4,361     3,801  


      Total current assets       75,036     68,726  


  Advertising rights, net       354     385  
  Long term receivables, less current maturities       10,885     6,711  
  Goodwill, net of accumulated amortization       1,083     1,043  
  Intangible and other assets       869     873  


        13,191     9,012  


PROPERTY AND EQUIPMENT:        
  Land       654     654  
  Buildings       12,381     12,281  
  Machinery and equipment       15,268     13,762  
  Office furniture and equipment       14,837     13,495  
  Equipment held for rent       3,697     3,476  
  Transportation equipment       2,677     2,185  


         49,514     45,853  
      Less accumulated depreciation       23,830     21,064  


         25,684     24,789  


      $ 113,911   $ 102,527  


See notes to consolidated financial statements    

DAKTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(in thousands, except share data)

November 1, May 3,
2003 2002
(unaudited) (note 1)


LIABILITIES AND SHAREHOLDERS' EQUITY            
     
CURRENT LIABILITIES:    
  Notes payable, bank     $ 87   $ 180  
  Accounts payable       12,901     9,312  
  Accrued expenses       9,299     7,790  
  Current maturities of long-term debt       1,693     2,951  
  Billings in excess of costs and estimated earnings       4,652     5,528  
  Customer deposits       1,981     1,709  
  Income taxes payable       1,692     1,556  


      Total current liabilities       32,305     29,026  


Long-term debt, less current maturities       1,973     5,449  
Deferred income       1,111     1,338  
Deferred income taxes       1,472     1,296  


        4,556     8,083  


 TOTAL LIABILITIES       36,861     37,109  
           
MINORITY INTEREST IN SUBSIDIARY       189     115  


SHAREHOLDERS' EQUITY:    
  Common stock, no par value, authorized 60,000,000 shares,    
    18,687,447 and 18,596,536 shares issued at November 1, 2003    
    and May 3, 2003, respectively       15,216     14,654  
  Additional paid-in capital       746     746  
  Retained earnings       60,926     49,950  
  Treasury stock, at cost, 19,680 shares       (9 )   (9 )
  Accumulated other comprehensive loss       (18 )   (38 )


        76,861     65,303  


      $ 113,911   $ 102,527  


See notes to consolidated financial statements.            

DAKTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

                Three Months Ended             Six Months Ended
     November 1,      November 2,      November 1,      November 2,
     2003      2002      2003      2002
     (13 weeks)      (13 weeks)      (26 weeks)      (27 weeks)




Net sales   $ 58,307   $ 48,074   $ 107,224   $ 92,181  
Cost of goods sold   36,557   32,288   67,918   61,071  




      Gross Profit   21,750   15,786   39,306   31,110  




Operating expenses:  
  Selling   6,447   5,974   12,876   12,781  
  General and administrative   2,214   1,683   4,336   3,335  
  Product design and development   2,079   1,721   4,284   3,551  




    10,740   9,378   21,496   19,667  




      Operating income   11,010   6,408   17,810   11,443  
Nonoperating income (expense):  
  Interest income   236   148   463   332  
  Interest expense   (89 ) (226 ) (323 ) (481 )
  Other income, net   9   71   347   265  
      Income before income taxes  
        and minority interest   11,166   6,401   18,297   11,559  
Income tax expense   4,435   2,376   7,247   4,400  




      Income before minority  
        interest   6,731   4,025   11,050   7,159  
  Minority interest in income of  
     subsidiary   (62 ) --   (73 ) --  




      Net income   $   6,669   $   4,025   $   10,977   $   7,159  




Earnings per share:  
  Basic   $      .36   $      .22   $        .59   $      .39  




  Diluted   $      .34   $      .21   $        .55   $      .37  




                                                          See notes to consolidated financial statements.


DAKTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)

Six Months Ended
November 1, November 2,
2003 2002
(26 weeks) (27 weeks)


Cash flows from operating activities:                
  Net income     $ 10,977   $ 7,159  
  Adjustments to reconcile net income to net cash provided    
  by operating activities:    
    Depreciation       2,991     2,746
    Amortization       74     147  
    Minority interest in income of subsidiary       74     -
    Provision for doubtful accounts       327     (446 )
    (Gain) loss on sale of property and equipment       (296 )   616  
    Deferred income taxes (credit)       (384 )   (361 )
    Change in operating assets and liabilities       (2,813 )   615  


      Net cash provided by operating activities       10,950     10,476  


Cash flows from investing activities:    
  Purchase of property and equipment       (4,280 )   (2,370 )
  Proceeds from sale of property and equipment       667     681  


      Net cash used in investing activities       (3,613 )   (1,689 )


Cash flows from financing activities:    
  Net borrowings (payments) on notes payable       (111 )   122  
  Borrowings on long-term debt       93     -  
  Proceeds from exercise of stock options and warrants       264     183  
  Principal payments on long-term debt       (4,839 )   (2,200 )


      Net cash used in financing activities       (4,593 )   (1,895 )


  Effect of exchange rate changes on cash       74     2  


           Increase in cash and cash equivalents       2,818     6,894  
            
Cash and cash equivalents:    
     Beginning       9,277     2,097  


     Ending     $ 12,095   $ 8,991  


Supplemental disclosures of cash flow information:    
  Cash payments for:    
     Interest     $ 291   $ 459  
     Income taxes, net of refunds       7,507     4,373  
            
Supplemental schedule of non-cash investing and    
    financing activities:    
     Tax benefits related to exercise of stock options       -     56  
        
See notes to consolidated financial statements    

DAKTRONICS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
(unaudited)

Note 1. Basis of Presentation

        In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates.

        Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The balance sheet at May 3, 2003, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended May 3, 2003, which are contained in the Company’s Annual Report on Form 10-K, previously filed with the Securities and Exchange Commission. The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year.

        The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Star Circuits, Inc., SportsLink, Ltd., Daktronics GmbH, and MSC Technologies, Inc. and its majority-owned subsidiary, Daktronics Canada, Inc. Investments in affiliates owned 50% or less are accounted for by the equity method. Intercompany balances and transactions have been eliminated in consolidation.

Note 2. Significant Accounting Policies

         Stock based compensation. At May 3, 2003, the Company has four stock-based employee compensation plans, which are described more fully in the Company’s Annual Report of Form 10-K. The Company accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based compensation.

  
Three Months Ended Six Months Ended
November 1, November 2, November 1, November 2,
2003 2002 2003 2002




Net Income as reported       $ 6,669     $ 4,025     $ 10,977     $ 7,159  
   Deduct: Total stock-based method    
     employee compensation expense    
     determined under fair value based    
     method for all awards, net of related    
     tax effects       (105)     (91 )   (211 )   (177 )




Pro forma net income       6,564     3,934     10,766     6,982  




Earnings per share:    
Basic - as reported     $ 0.36 $ 0.22 $ 0.59 $ 0.39
Basic - pro forma       0.35   0.22   0.58   0.38
Diluted - as reported       0.34   0.21   0.55   0.37
Diluted - pro forma       0.33   0.20   0.54   0.36

         Commitments and Contingencies. In connection with certain sales of equipment by the Company, it has agreed to accept a specified level of recourse on the money owed by its customers to other financial institutions. At November 1, 2003 and May 3, 2003, the Company was contingently liable on such recourse agreements in the amounts of $250, respectively.

        The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, based upon consultation with legal counsel, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position.

         Product Warranties. The Company offers a standard parts coverage warranty for periods varying from one to five years for all of its products. The Company also offers additional types of warranties that include on-site labor, routine maintenance, and event support. In addition, the length of warranty on some installations can vary from one to ten years. The specific terms and conditions of these warranties primarily vary depending on the product sold. The Company estimates the costs that may be incurred under the warranty and records a liability in the amount of such costs at the time product order is received. Factors that affect the Company’s warranty liability include historical and anticipated claims cost. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

        Changes in the Company’s product warranties for the six months ended November 1, 2003 consisted of the following:

Beginning balance     $ 3,184
  Warranties provided for during the period       1,138
  Settlements made during the period       (181 )
  Changes in liability for pre-existing warranties    
   during the period, including expirations       (553 )

Ending balance     $ 3,588

         Lease Commitments . The Company leases office space for various sales and service locations across the country and various equipment, primarily office equipment. Rental expense for operating leases amounted to $596 and $451 for the six months ended November 1, 2003 and November 2, 2002, respectively. Future minimum payments under noncancelable operating leases, excluding executory costs such as management and maintenance fees with initial or remaining terms of one year or more, consisted of the following at November 1, 2003:

Fiscal Year        
Remaining for:      2004     $ 132  
2005       228  
2006       166  
2007       65  
2008       39  

Total     $ 630  

         Purchase Commitments. From time to time, the Company commits to purchase inventory and advertising rights over periods that extend over a year. It is committed to these purchases through June 2005. As of November 1, 2003, Daktronics, Inc. is obligated to purchase $5121 of inventory and advertising rights through fiscal year 2006 as follows:

Fiscal Year          
Remaining for: 2004     $ 1,038  
2005       3,907  
2006       176  

Total       5,121  

Note 3. Recently Issued Accounting Pronouncements

         Recently issued accounting pronouncements: In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations.” This statement, which is effective for fiscal years beginning after June 15, 2002, covers the accounting for closure for removal-type cost that are incurred with respect to long-lived assets. The adoption of this new standard did not have a material impact on the Company’s financial position or results of operations.

        In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liabilities are incurred. This statement nullifies Emerging Issues Task Force (EITF) Issue No. 94-3 “Liability Recognitions for Certain Employee Termination Benefits and Other Costs to Exit an Activity,” which required a liability to be recognized at the commitment date to an exit plan. This Statement was effective for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material effect on the Company’s consolidated financial position or results of operations.

        In November 2002, the FASB issued FASB Interpretation (FIN) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others.” This Statement elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken issuing the guarantee. The disclosure requirement of FIN No. 45 is effective for financial statements for fiscal years ending after December 2002 and did not have a material effect on the Company’s consolidated financial position or results of operation. The initial recognition and measurement provisions are effective prospectively for guarantees issued or modified on or after January 1, 2003. Implementation of this Statement did not have a material effect on the Company’s consolidated financial position or results of operations.

        In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” This Statement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition to SFAS No. 123‘s fair value method of accounting for stock-based employee compensation. This statement also amends the disclosure provision of SFAS No. 123 and APB No. 28, “Interim Financial Reporting,” to require disclosure in the summary of significant accounting policies of the effects of an entity’s accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. The adoption of SFAS No. 148 did not have a material effect on the Company’s consolidated financial position or results of operations.

        In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities.” This interpretation addresses the requirements for business enterprises to consolidate related entities in which they are determined to be the primary beneficiary as a result of their variable economic interest. The interpretation is intended to provide guidance in judging multiple economic interests in an entity and in determining the primary beneficiary. The interpretation outlines disclosure requirements for variable interest entities in existence prior to January 31, 2003, and outlines consolidation requirements for variable interest entities created after January 31, 2003. This interpretation did not have a material impact on the Company’s consolidated financial position or results of operations.

        In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a material impact on the Company’s consolidated financial position or results of operations.

Note 4. Revenue Recognition

         Long-term contracts: Earnings on long-term contacts are recognized on the percentage-of-completion method, measured by the percentage of costs incurred to date to estimated total costs for each contract. Operating expenses are charged to operations as incurred and are not allocated to contract costs. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are estimable.

         Equipment other than long-term contracts: The Company recognizes revenue on equipment sales, other than long-term contracts, when title passes, which is usually upon shipment.

         Advertising rights: The Company occasionally sells and installs its products at facilities in exchange for the rights to sell and retain future advertising revenues. It recognizes revenue for the amount of the present value of the future advertising payments at such time that all such advertising is sold for the full term of the contract for the advertising rights.

        On those transactions where the Company has not sold the advertising for the full value of the equipment, it records the related cost of equipment as advertising rights and amortizes that cost over the term of the rights. Revenue is recognized when it is earned under the provisions of applicable advertising contracts. Advance collections of advertising revenues are recorded as deferred income. The cost of advertising rights, net of amortization, was $393 as of November 1, 2003 and $385 as of May 3, 2003.

         Product maintenance: In connections with the sale of the Company’s products, it also occasionally sells separately priced extended warranties and product maintenance contracts. The revenue related to such contracts are deferred and recognized as net sales over the term of the contracts, which varies from one to ten years.

         Software: The Company typically sells its proprietary software bundled with its displays and certain other products. Pursuant to American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” as amended by SOP 98-4, “Deferral of the Effective Date of a Provision of SOP 97-2” and SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions” revenues from software license fees on sales, other than long-term contracts are recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, the fee is fixed or determinable and collection is probable. For sales of software, included in long-term contracts, the revenue is recognized under the percentage-of-completion method for long-term contracts starting when the above-mentioned criteria have been met.

         Services: Revenues generated by the Company for services such as, event support, control room design, on-site training, equipment service and continuing technical support for operators of the Company’s equipment are recognized as net sales as the services are performed.

Note 5. Earnings Per Share

        Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if securities or other obligations to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.

        A reconciliation of the income and common share amounts used in the calculation of basic and diluted earnings per share (EPS) for the three and six months ended November 1, 2003 and November 2, 2002 follows:

Per Share     
Net Income       Shares            Amount     



For the three months ended November 1, 2003:                
      Basic earnings per share     $ 6,669     18,653,159   $ 0.36  
      Effect of dilutive securities:                      
        Exercise of stock options and warrants        -     1,150,668     (0.02



      Diluted earnings per share     $ 6,669     19,803,827   $ 0.34  



For the three months ended November 2, 2002:    
      Basic earnings per share     $ 4,025     18,335,181   $ 0.22  
      Effect of dilutive securities:                      
        Exercise of stock options and warrants        -     973,286     (0.01



      Diluted earnings per share     $ 4,025     19,308,467   $ 0.21  



For the six months ended November 1, 2003:                
      Basic earnings per share     $ 10,977     18,622,223   $ 0.59  
      Effect of dilutive securities:                      
        Exercise of stock options and warrants        -     1,182,078     (0.04



      Diluted earnings per share     $ 10,977     19,804,300   $ 0.55  



For the six months ended November 2, 2002:    
      Basic earnings per share     $ 7,159     18,308,850   $ 0.39  
      Effect of dilutive securities:                      
        Exercise of stock options and warrants        -     995,777     (0.02



      Diluted earnings per share     $ 7,159     19,304,627   $ 0.37  



Note 6. Goodwill and Other Intangible Assets — Adoption of SFAS No. 142

        Effective April 28, 2002, the Company adopted SFAS No. 142 “Goodwill and Other Intangible Assets.” This statement prohibits the amortization of goodwill and intangible assets with indefinite useful lives and requires that these assets be reviewed for impairment at least annually. An impairment charge is recognized only when the calculated fair value of a reporting unit, including goodwill, is less than its carrying amount. The Company performed an analysis as of October 25, 2002. The results of the analysis indicated that no goodwill impairment existed as of October 25, 2002. In accourdance with SFAS 142, the Company will complete an impairment analysis on an annual basis.

              Goodwill, net of accumulated amortization, was $1,083 at November 1, 2003 and $1,043 at May 3, 2003. Accumulated amortization was $157 at November 1, 2003 and at May 3, 2003 respectfully.

        As required by SFAS 142, intangibles with finite lives continue to be amortized. Included in intangible assets are a non-compete agreement and a patent license. Intangible assets before accumulated amortization were $550 at November 1, 2003 and May 3, 2003 respectively. Accumulated amortization was $463 and $419 at November 1, 2003 and May 3, 2003, respectively. The net value of intangible assets is included as a component of intangible and other assets in the accompanying consolidated balance sheets. Estimated amortization expense based on intangibles as of May 3, 2003, is $63, $40, and $27 for the fiscal years ending 2004, 2005 and 2006.

Note 7. Inventories

        Inventories consist of the following:

November 1, 2003 May 3, 2003


                  Raw Materials     $ 7,035   $ 5,999  
                  Work-in-progress       2,785     2,151  
                  Finished goods       7,692     6,713  


      $ 17,512   $ 14,863  


Note 8. Segment Disclosure

        The Company’s chief operating decision maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenue and certain expenses, by market and geographic region, for purposes of assessing financial performance and making operating decisions. Accordingly, the Company considers itself to be operating in a single industry segment. The Company does not manage its business by solution or focus area. The Company has no individual customers that constitute a significant concentration.

        The Company does not maintain information on sales by products, and therefore, disclosure of such information is not practical.

        The following table presents information about the Company by geographic area:

United States Other Total



Net sales for the six months ended:                
            November 1, 2003     $ 92,042   $ 15,182   $ 107,224  
            November 2, 2002       90,034     2,147     92,181  
     
Long-lived assets at:    
            November 1, 2003     25,099   585   25,684  
            November 2, 2002       24,876     297     25,173  

Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations

        The following discussion highlights the principal factors affecting changes in financial condition and results of operations. This discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes to Consolidated Financial Statements.

OVERVIEW

        The Company designs, manufactures, and sells a wide range of computer-programmable information display systems to customers in a variety of markets throughout the world. The Company focuses its sales and marketing efforts on geographical regions, markets and products. The primary categories of markets include sport, business, and transportation.

        The Company’s net sales and profitability historically have fluctuated due to the impact of large product orders, such as display systems for major league sport facilities and colleges and universities, as well as seasonality factors, including the timing of the various sports seasons and the impact of holidays, which primarily impact the Company’s third quarter. The Company’s gross margins on large product orders tend to fluctuate more than those for small standard orders. Large product orders that involve competitive bidding and substantial subcontract work for product installation generally have lower gross margins. Although the Company follows the percentage of completion method of recognizing revenues for larger custom orders, the Company nevertheless has experienced fluctuations in operating results and expects that its future results of operations may be subject to similar fluctuations.

        The Company books orders only upon receipt of a firm contract and, in many cases, only after receipt of any required deposits related to the order. As a result, certain orders for which the Company has received binding letters of intent or contracts will not be booked until all required contractual documents and deposits are received. In addition, order bookings can vary significantly as a result of the timing of large orders.

        The Company operates on a 52-53 week fiscal year, with fiscal years ending on the Saturday closest to April 30 of each year. Fiscal year 2003 contained 53 weeks and the first six months of fiscal year 2003 contained 27 weeks as compared to the more typical 52-week year and 26-week six month period. Fiscal year 2004 contains 52 weeks.

        For a summary of recently issued accounting pronouncements and the effects of those pronouncements on the financial results of the Company, refer to Note 3 of the consolidated financial statements of the Company, which are included elsewhere in this report.

Critical Accounting Policies and Estimates

        The following discussion and analysis of financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, the Company evaluates its estimates, including those related to estimated total costs on long-term contracts, estimated costs to be incurred for product warranties and extended maintenance contracts, bad debts, excess and obsolete inventory and contingencies. Its estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        The Company believes the following critical accounting policies require significant judgments and estimates in the preparation of its consolidated financial statements:

         Revenue recognition on long-term contracts. Earnings on long-term 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. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are estimatable. Generally, contracts entered into by the Company have fixed prices established and to the extent the actual costs to complete contracts are higher than the amounts estimated as of the date of the financial statements, the resulting gross margin would be negatively effected in future quarters when the Company revises its estimates. The Company’s practice is to revise estimates as soon as such changes in estimates are known.

         Allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. As of November 1, 2003, the Company had an allowance for doubtful accounts balance of approximately $1.2 million.

         Warranties. The Company has created a reserve for warranties on its products equal to its estimate of the actual costs to be incurred in connection with its performance under the standard warranty. In the event that the Company would become aware of an increase in its warranty reserves additional reserves may become necessary, resulting in an increase in costs of goods sold. As of November 1, 2003, the Company had a total of approximately $3.6 million deferred for these costs.

         Extended warranty and product maintenance. The Company has deferred revenue related to separately priced extended warranty and product maintenance agreements. In the event that the Company would become aware of an increase in its estimated costs under these agreements in excess of its deferred revenue, additional reserves may be necessary, resulting in an increase in costs of goods sold. As of November 1, 2003, approximately $0.4 million in additional reserves were provided for.

         Inventory. Inventories are stated at the lower of cost or market. Market refers to the current replacement cost, except that market may not exceed the net realizable value (i.e., estimated selling price in the ordinary course of business less reasonable predictable costs of completion and disposal); and market is not less than the net realizable value reduced by an allowance for normal profit margins. In valuing inventory the Company estimates market value where it is believed to be the lower of cost or market and any necessary charges are charged to costs of goods sold in the period in which it occurs. All other inventory is valued at cost.

RESULTS OF OPERATIONS

        The following table sets forth the percentage of net sales represented by items included in the Company’s Consolidated Statements of Operations for the periods indicated:

  
Three Months Ended Six Months Ended
November 1, November 2, November 1, November 2,
2003 2002 2003 2002
(13 weeks) (13 weeks) (26 weeks) (27 weeks)




Net sales       100.0%     100.0%     100.0%     100.0%  
Cost of goods sold       62.7%     67.2%   63.3%     66.3%




Gross profit       37.3%     32.8%   36.7%     33.7%
Operating expense       18.4%     19.5%   20.0%     21.3%




Operating income       18.9%     13.3%   16.7%     12.4%
Interest income       0.4%     0.3%   0.4%     0.4%




Interest expense       (0.2% )   (0.4% )   (0.3% )   (0.5% )
Other income (expense), net     - 0.1% 0.3% 0.3%




Income before income taxes and minority interest     19.1% 13.3% 17.1% 12.6%
Income tax expense       7.6%   4.9%   6.8%   4.8%
Minority interest in income of subsidiary       0.1%   -   -   -




Net income       11.4%   8.4%   10.3%   7.8%




NET SALES

        Net sales increased 16.3% to $107.2 million for the six months ended November 1, 2003 as compared to $92.2 million for the same period in fiscal year 2003. Net sales increased 21.3% to $58.3 million for the quarter ended November 1, 2003 as compared to $48.1 million for the same period in fiscal year 2003. For the quarter ended November 1, 2003, net sales increased in all three of the Company’s main markets. Net sales were also up in the United States and internationally. Finally, as a percent of overall net sales, standard product orders were slightly less than 30% for the second quarter of fiscal year 2004 as compared to approximately 26% for the second quarter of fiscal year 2003.

        Within the sports markets, the growth in the second quarter of fiscal year 2004 as compared to the second quarter of fiscal year 2003 was mainly in sales to high schools and smaller sports facilities and major league sports facilities. Sales to mid sized institutions, including colleges and universities were relatively flat for the quarter. Year to date sales are up across all three areas, lead primarily by growth in major league sports facilities. During the first half of the year, the Company completed a number of large installations that contributed to the growth both in the quarter and year to date as compared to the same periods of the last fiscal year. The Company expects that sales will be up for the year in the small and mid-sized facilities and to be down in the larger professional facilities, although for the first half of fiscal year 2004, orders, including those expected to book early in the third quarter of fiscal year 2004, were higher than expected. The growth in the sports market as a whole was due to a number of factors, including the overall level of order bookings during the quarter and the growth in opportunities outside the United States. In addition, the Company benefits from its network of sales and service offices throughout the country, giving it the ability to serve its customers more effectively. The Company believes that the effects of the slow economy have a lesser impact on the sports market, as compared to its other markets, since its products are generally revenue generation tools (through advertising) for facilities and the sports business in general is a more resistant to negative factors in the economy as a whole.

        Orders in the sports market were down in the second quarter of fiscal year 2004 as compared to the second quarter of fiscal year 2003, primarily due to a decline in order bookings in the major league sports facilities. Within the sports market order bookings to the smaller sports facilities and internationally were up for the quarter. During the quarter, the Company continued to benefit from growth opportunities presented through its sports marketing business as it signed additional orders, which included sponsorships by advertisers. This has helped drive sales in smaller facilities as well as mid-sized facilities. The Company believes that the growth in the sports market continues to be driven by growth internationally, new product development and expanding market as the Company’s products have become more affordable to more institutions, and its overall product offerings, which the Company believes are the most complete and integrated systems in the marketplace.

        Net sales in the commercial market grew significantly during the second quarter of fiscal year 2004 as compared to the same period of fiscal year 2003. Sales were especially strong in standard products primarily due to growth in sales to national accounts. This growth for the second quarter offset the first quarter of fiscal year 2004 decline as compared to the first quarter of fiscal year 2003 so that year to date sales are up as compared to the same period of last fiscal year. During the second quarter of fiscal year 2004, the Company began significant deliveries to a couple of relatively new national accounts and expects that this increase will continue into the third quarter of fiscal year 2004. Order bookings were also up for the second quarter of fiscal year 2004 as compared to fiscal year 2003 and nearly doubled. Year to date orders are also up substantially. Although sales and orders in the commercial market are dependant to a large degree on current economic conditions, the Company has been able to grow the business due to its product offerings, its network of sales and service offices throughout the country, the development of resellers, primarily in the United States, and the integrated offerings the Company has. As the Company continues to penetrate the opportunities in the commercial market, including national accounts and further matures its regional sales force, it expects the trend of increasing standard order volume to continue double-digit growth rates. The Company’s ability to generate greater sales to national accounts and similar large customers could cause this rate of growth to develop at an even faster rate.

        Net sales in the transportation markets increased during the second quarter of fiscal year 2004 as compared to the same period of fiscal 2003 and were also up year to date as compared to the previous year. A significant portion of the growth both for the quarter and year to date was related to aviation related projects, although the core ITS portion of the business increased as well. In terms of order bookings, aviation orders were down for the quarter as compared to the previous fiscal year while the ITS portion of the business grew for the quarter. Year to date, both portions of the transportation market were down in terms of order bookings however the Company expects that for the year the transportation market will increase year over year in net sales and in orders.

        The Company occasionally sells products in exchange for the proceeds of advertising revenues generated from use of products. These sales represented less than 10% of net sales for the quarter and six months ended November 1, 2003. The gross profit on these net sales has been comparable to the gross profit margin on other net sales.

        The order backlog as of November 1, 2003 was approximately $39 million as compared to $51 million as of November 2, 2002 and $56 million at the beginning of the second quarter of fiscal year 2004. Historically, the Company’s backlog varies significantly due to the timing of large orders. The dollar decrease in backlog was primarily concentrated in the sports markets and transportation markets, while the commercial market backlog experienced significant growth on a percentage basis from the end of the second quarter of fiscal year 2003.

GROSS PROFIT

        Gross profit increased 37.8% to $21.8 million for the three months ended November 1, 2003 compared to $15.8 million for the same period in fiscal year 2003. For the six months ended November 1, 2003, gross profit increased 26.3% to $39.3 million as compared to $31.1 million for the six months ended November 2, 2002. As a percent of net sales, gross profit was 37.3% and 36.7% for the three and six months ended November 1, 2003 as compared to 32.8% and 33.7% for the three and six months ended November 2, 2002. The increase in gross profit for both the three and six months was due to a number of factors including improvements in raw material costs, including the benefits of signing orders in advance of raw material price declines, improvements in on-site project costs as compared to estimates, an improvement in expected margins at contract signing, and an improved mix between higher margin standard products and large contracts. These improvements were offset by increased freight costs and inventory losses. The Company continues to strive towards higher gross margins, as a percent of net sales, although depending on the actual mix and level of future sales, margin percentages may not increase and are likely to decrease from the levels of the most recent quarter in the near term. The Company expects that margins will be higher for the third quarter of fiscal year 2004 as compared to the third quarter of fiscal year 2003, but lower than the current quarters level.

OPERATING EXPENSES

         Operating expenses. Operating expenses, which are comprised of selling, general and administrative and product design and development costs, increased by approximately 14.5% from $9.4 million in the second quarter of fiscal year 2003 to $10.7 million in the second quarter of fiscal year 2004. As a percent of net sales, operating expenses decreased from 19.5% to 18.4%. For the six months ended November 1, 2003, operating expenses increased 9.3% from $19.7 million for the six months ended November 2, 2002 to $21.5 million for the six months ended November 1, 2003. For the six months ended November 2, 2002, all components of operating expenses were affected as a result of the first quarter of fiscal year 2003 containing 14 weeks as opposed to the 13 weeks included in the first quarter of fiscal year 2004.

         Selling Expenses. Selling expenses consist primarily of salaries, other employee related costs, travel and entertainment, facilities-related costs for sales and service offices, and expenditures for marketing efforts including such things as collateral materials, conventions and trade shows, product demos and supplies.

        Selling expenses increased 7.9% to $6.4 million for the three months ended November 1, 2003 as compared to $6.0 million for the same period in fiscal year 2003. Selling expenses increased 0.7% to $12.9 million for the six months ended November 1, 2003 from $12.8 million for the same period in fiscal year 2003. Selling expenses declined to 11.1% of net sales for the second quarter of fiscal year 2004 from 12.4% of net sales for the second quarter of fiscal year 2003. For the six months ended November 1, 2003, selling expenses were 12.0% of net sales as compared to 13.9% of net sales for the six months ended November 2, 2002.

        Selling expenses for the quarter were higher as a result of an increase in personnel costs as the Company continued to build its sales infrastructure in line with the growth in net sales, higher travel and entertainment costs due to the increased level of net sales, and higher convention costs, all of which were offset by lower product demo costs which were unusually high in the second quarter of fiscal year 2003 and lower postage costs. The increase in selling expenses for the first six months of fiscal year 2004 as compared to the first six months of fiscal year 2003 was the result of higher personnel costs and related infrastructure costs of its sales and service office network, higher travel and entertainment costs due to the increased level of net sales, greater depreciation costs, offset by lower product development costs and lower bad debt expense. The Company expects selling expense to increase slightly each quarter for the rest of the fiscal year given its current outlook, however as a percentage of net sales, selling expenses are expected to be at or lower than the level achieved for all of fiscal year 2003.

         General and Administrative. General and administrative expenses consist primarily of salaries, other employee-related costs, professional fees, shareholder relations fess, facilities and equipment related costs for administration departments, amortization of intangibles, and supplies.

        General and administrative expenses increased 31.6% to $2.2 million for the three months ended November 1, 2003 compared to $1.7 million for the same period in fiscal year 2003. General and administrative expenses increased 30.0% to $4.3 million for the six months ended November 1, 2003 as compared to $3.3 million for the first six months ended November 2, 2002. General and administrative expenses increased to 3.8% as a percent of net sales for the second quarter of fiscal year 2004 from 3.5% of net sales for the second quarter of fiscal year 2003. For the six months ended November 1, 2003, general and administrative expenses were 4.0% of net sales as compared to 3.6% of net sales for the six months ended November 2, 2002.

        The increase for the second quarter and the first six months of fiscal year 2004 as compared to the second quarter of fiscal year 2003 was due to increases in software and software implementation costs, an increase in charitable contributions, higher professional fees related primarily to the expansion of the Company’s business outside of the United States, higher training costs related to the increased level of employees company wide and higher insurance costs due to the general rise in insurance costs throughout the economy. The Company expects that general and administrative costs will increase slightly throughout the rest of the fiscal year on a per quarter basis.

         Product Design and Development. Product design and development expenses consist primarily of salaries, other employee-related costs, facilities and equipment related costs, and supplies.

        Product design and development expenses increased 20.8% to $2.1 million for the three months ended November 1, 2003 compared to $1.7 million for the same period in fiscal year 2003. Product design and development expenses increased 20.6% to $4.3 million for the six months ended November 1, 2003 as compared to $3.6 million for the six months ended November 2, 2002. Product design and development was 3.6% as a percent of net sales for the second quarter of fiscal year 2004 and 2003. For the six months ended November 1, 2003, product design and development expenses were 4.0% of net sales as compared to 3.9% of net sales for the six months ended November 2, 2002. Generally, product design and development expenses increase during times when the Company’s engineering resources are not dedicated to long-term contracts, as the same personnel who work on research and development also work on long-term contracts. During the quarter the Company invested in a number of critical initiatives including further development of its controllers, video and matrix displays and new products.

        The Company expects that product design and development expenses will approximate 4.0% of net sales on an annual basis.

INTEREST INCOME

        The Company occasionally sells products on an installment basis, under lease arrangements or in exchange for the rights to sell and retain advertising revenues from the scoreboard or display, which result in long-term receivables. Interest income resulting from these long-term receivables increased 59.5% to $0.24 million for the three months ended November 1, 2003 as compared to $0.15 million for the second quarter of fiscal year 2003. For the six months ended November 1, 2003, interest income increased 39.5% to $0.46 million from $0.33 million for the six months ended November 2, 2002. The increase for both periods of time was the result of higher average levels of long-term receivables outstanding during the respective periods.

INTEREST EXPENSE

        Interest expense is comprised primarily of interest costs on the Company’s notes payable and long-term debt. Interest expense decreased 60.6% to $0.09 million for the three months ended November 1, 2003 as compared to $0.23 million for the three months ended November 2, 2002. For the six months ended November 1, 2003, interest expense declined 32.8% to $0.32 million from $0.48 million for the six months ended November 2, 2002. The decrease for both the six months and the quarter was due to the reduction of debt outstanding under the Company’s line of credit and decreases in average long-term debt outstanding, which was partially offset by penalties the Company paid to retire debt ahead of its scheduled maturity.

OTHER INCOME (EXPENSE)

        Other income (expense) decreased from $0.07 million to $0.01 million for the second quarter of fiscal year 2004 as compared to the second quarter of fiscal year 2002. It increased to $0.35 million for the first six months of fiscal year 2004 as compared to $0.27 million in the first six months of fiscal year 2003. The increase for the six months was primarily the result of gains realized on the sale of the rental equipment used by the Company’s video display rental subsidiary. The decline in the second quarter of fiscal year 2004 as compared to the same quarter of fiscal year 2003 was due to the write down of investments the Company had in joint venture which the Company intends to divest itself on during the third quarter. These losses were offset by currency gains realized by the Company’s Canadian subsidiary.

Liquidity and Capital Resources

        Working capital was $42.7 million at November 1, 2003 and $39.7 million at May 3, 2003. The Company has historically financed working capital needs through a combination of cash flow from operations and borrowings under bank credit agreements.

        Cash provided by operations for the six months ended November 1, 2003 was $11.0 million. Net income of $11.0 million plus depreciation and amortization of $3.1 million, a decrease in accounts receivables, an increase in accounts payable and accrued expenses, was offset by an increase costs and estimated earnings in excess of billings, net of an increase in billings in excess of costs and estimated earnings, an increase in inventory and the effects of changes in various other operating assets and liabilities. The changes in operating assets and liabilities were primarily related to the growth of the Company during the first half of the year. The growth in long-term receivables resulted from the growth in the sports marketing business of the Company and the financing of a large project over an extended period of time.

        Cash used by investing activities consisted of $4.3 million of purchases of property and equipment. During the first half of fiscal year 2004, the Company invested approximately $0.5 million in transportation equipment, $1.3 million in manufacturing equipment, $1.5 million in information systems infrastructure, including software and $0.7 million in product demonstration equipment. These investments were made to support the Company’s continued growth and to replace obsolete equipment.

        Cash used by financing activities included a $4.9 million net reduction of long-term debt arrangements and short-term notes payable offset by $0.3 million in proceeds from the exercise of stock options.

          The Company has used and expects to continue to use cash reserves and bank borrowings to meet its short-term working capital requirements. On large product orders, the time between order acceptance and project completion may extend up to and exceed 18 months depending on the amount of custom work and the customer’s delivery needs. The Company often receives a down payment or progress payments on these product orders. To the extent that these payments are not sufficient to fund the costs and other expenses associated with these orders, the Company uses working capital and bank borrowings to finance these cash requirements.

        The Company’s product development activities include the enhancement of existing products and the development of new products from existing technologies. Product design and development expenses were $2.1 million for the quarter ended November 1, 2003. The Company intends to continue to incur these expenditures to develop new display products using various display technologies to offer higher resolution, and more cost effective and energy efficient displays. The Company also intends to continue developing software applications for its display controllers to enable these products to continue to meet the needs and expectations of the marketplace.

        The Company has a credit agreement with a bank that provides for a $20.0 million line of credit, which includes up to $2.0 million for standby letters of credit. The interest rate on the line of credit is equal to LIBOR plus 1.55% (2.67% at November 1, 2003) and is due on October 1, 2004. As of November 1, 2003, no advances under the line of credit were outstanding. One standby letter of credit was issued and outstanding for approximately $0.2 million as of November 1, 2003. The credit agreement is unsecured and requires the Company to meet certain covenants including the maintenance of tangible net worth of at least $40 million, a minimum liquidity ratio, a limit on dividends and distributions, and a minimum adjusted fixed charge coverage ratio. Daktronics Canada, Inc., the Company’s Canadian subsidiary, has various credit agreements that provide up to $0.3 million in borrowings under lines of credit. The interest rate on the lines of credit is equal to 1% above the prime rate of interest (5.5% at November 1, 2003). As of November 1, 2003, $0.1 had been drawn under the line. The lines are secured primarily by accounts receivables, inventory and other assets of the subsidiary.

        The Company is sometimes required to obtain performance bonds for display installations and currently has a bonding line available through a surety company that provides for an aggregate of $100.0 million in bonded work outstanding. At November 1, 2003, the Company had approximately $7.6 million of bonded work outstanding against this line.

        The Company believes under its current growth estimates over the next year, it has sufficient capacity under its line of credit. Beyond that time, it may need to increase the amount of its credit facility depending on various factors. The Company anticipates that it will be able to obtain any needed funds under commercially reasonable terms from its current lender. The Company believes that cash from operations, from its existing or increased credit facility, and its current working capital will be adequate to meet the cash requirements of its operations in the foreseeable future.

Item 3 . Quantitative And Qualitative Disclosures About Market Risk

FOREIGN CURRENCY EXCHANGE RATES

        Through November 1, 2003 substantially all of the Company’s net sales were denominated in United States dollars, and its exposure to foreign currency exchange rate changes has not been significant. Net sales originating outside the United States for the second quarter of fiscal year 2004 were 14.7% of total net sales. The Company operates in Canada through a majority owned subsidiary. Sales of the Canadian subsidiary comprised 4.4% of net sales in the first half of fiscal year 2004. In the event the Company believed that currency risk in Canada was significant it would utilize foreign exchange hedging contracts to manage its exposure to the Canadian dollar.

        During the first half of fiscal year 2004, the Company entered into an order denominated in euros. To minimize its risk on fluctuations in euros versus the United States dollar, it entered into a forward contract to sell euros, net of its euro denominated obligations on the contact.

        It is expected that in the future net sales denominated in foreign currency may increase as a percentage of net sales. As a result, operating results may become subject to fluctuations based upon changes in the exchange rates of certain currencies in relation to the United States dollar. To the extent that the Company engages in international sales denominated in United States dollars, an increase in the value of the United States dollar relative to foreign currencies could make the Company’s products less competitive in international markets. Although the Company will continue to monitor and minimize its exposure to currency fluctuations, and, when appropriate, may use financial hedging techniques in the future to minimize the effect of these fluctuations, exchange rate fluctuations as well as differing economic conditions, changes in political climates, differing tax structures and other rules and regulations could adversely affect the Company’s financial results in the future.

Interest rate risks

        The Company’s exposure to market rate risk for changes in interest rates relates primarily to the Company’s debt and long-term accounts receivable. The Company maintains a blend of both fixed and floating rate debt instruments. As of November 1, 2003, the Company’s outstanding debt approximated $3.8 million, substantially all of which was in fixed rate obligations. Each 100 basis point increase or decrease in interest rates would have an insignificant annual effect on variable rate debt interest based on the balances of such debt as of as of November 1, 2003. For fixed rate debt, interest rate changes affects its fair market value, but do not impact earnings or cash flows.

        In connection with the sale of certain video displays, scoreboards and message display centers, the Company has entered into various types of financings. The aggregate amounts due from customers include an imputed interest element. The majority of these financings carry fixed rates of interest. As of November 1, 2003, the Company’s outstanding long-term receivables were approximately $14.0 million. Each 25 basis point increase in interest rates would have an associated annual opportunity cost of approximately $0.08 million.

        The following table provides information about the Company’s financial instruments that are sensitive to changes in interest rates, including debt obligations for the two quarters ending May 1, 2004 and fiscal years following fiscal year 2004.

Principal (Notional) Amount by Expected Maturity
(dollars in thousands)
 
Fiscal Year Ending There-
2004
2005
2006
2007
2008
after
Assets:                            
Long-term receivables,    
including current portion:    
   Fixed rate       1,819     2,346     3,351     1,424     1,389     3,686  
    Average interest rate       6.5%   8.4%   9.1%   7.6%   7.5%   6.7%
Liabilities:    
Long and short term debt    
   Fixed rate       1,044     1,480     1,076     72     47     34  
    Average interest rate       7.8%   8.0%   8.5%   9.0%   10.1%   11.4%

        The carrying amounts reported on the balance sheet for long-term receivables and long and short-term debt approximates its fair value.

        Substantially all of the Company’s cash balances are denominated in United States dollars. Cash balances in foreign currencies are operating balances maintained in accounts of the Company’s Canadian subsidiary and an account of the Company to settle euro-based payments. These balances are immaterial to the Company as a whole.

Item 4 . CONTROLS AND PROCEDURES

        Based on an evaluation of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q, James B. Morgan, President and Chief Executive Officer of the Company, and William R. Retterath, Chief Financial Officer and Treasurer of the Company, have concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

        Not Applicable

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        Not Applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

        Not Applicable

Item 4. Submission of matters to a vote of security holders

        Not Applicable

Item 5. OTHER INFORMATION

        Not Applicable

Item 6 . EXHIBITS AND REPORTS ON FORM 8-K

      (a)    Exhibits

       Ex   31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER REQUIRED BY RULE
13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
       Ex   31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER REQUIRED BY RULE
13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
       Ex   32.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION
906 OF THE SARBANES-0OXLEY ACT OF 2002
       Ex   32.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION
906 OF THE SARBANES-0OXLEY ACT OF 2002

      (b)     Reports on Form 8-K

        Not Applicable


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.






By:    /s/ William R. Retterath
Daktronics, Inc.
William R. Retterath,
Chief Financial Officer and Treasurer
Principal Financial Offier

Date: November 26, 2003

EXHIBIT 31.1

Daktronics, Inc.
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13a-14(a) OR RULE
15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTI0N 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James B. Morgan, certify that:

1.     I have reviewed this quarterly report on Form 10-Q for the quarter ending August 2, 2003 of Daktronics, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

       a)   designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

       b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

       c)   disclosed in the report any change in registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

       a)   all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

       b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting; and

By:    /s/   James B. Morgan
James B. Morgan,
Chief Executive Officer

Date: August 29, 2003

* A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


EXHIBIT 31.2

Daktronics, Inc.
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13a-14(a) OR RULE
15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTI0N 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William R. Retterath, certify that:

1.     I have reviewed this quarterly report on Form 10-Q for the quarter ending August 2, 2003 of Daktronics, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

       a)   designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

       b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

       c)   disclosed in the report any change in registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

       a)   all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

       b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting; and

By:    /s/   William R. Retterath
Daktronics, Inc.
William R. Retterath,
Chief Financial Officer and Treasurer
Principal Financial Offier

Date: August 29, 2003

* A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.1

DAKTRONICS, INC.
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Daktronics, Inc. and subsidiaries (the “Company”) for the quarterly period ending August 2, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James B. Morgan, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)     The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:    /s/   James B. Morgan
James B. Morgan,
Chief Executive Officer
August 29, 2003

* A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


EXHIBIT 32.2

DAKTRONICS, INC.
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Daktronics, Inc. and subsidiaries (the “Company”) for the quarterly period ending August 2, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William R. Retterath, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:    /s/   William R. Retterath
William R. Retterath,
Chief Financial Officer
August 29, 2003

* A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



End of Filing
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