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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 October 28, 2023
or
o 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
https://cdn.kscope.io/059f3be51068c529e2a9ab4f3545c00b-dak.jpg
Daktronics, Inc.
(Exact Name of Registrant as Specified in its Charter)
South Dakota46-0306862
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer Identification No.)
201 Daktronics Drive
Brookings,
SD
57006
(Address of Principal Executive Offices) (Zip Code)
(605) 692-0200
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, No Par ValueDAKT
Nasdaq Global Select Market
Preferred Stock Purchase RightsDAKT
Nasdaq Global Select Market
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 o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filero
Accelerated filerx
Non-accelerated filero
Smaller reporting companyo
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of the registrant’s common stock outstanding as of November 27, 2023 was 46,180,166.


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DAKTRONICS, INC. AND SUBSIDIARIES
FORM 10-Q
For the Quarter Ended October 28, 2023
Table of Contents
Page


Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data) (unaudited)

October 28,
2023
April 29,
2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$64,740 $23,982 
Restricted cash8,246 708 
Marketable securities546 534 
Accounts receivable, net115,052 109,979 
Inventories141,646 149,448 
Contract assets45,210 46,789 
Current maturities of long-term receivables766 1,215 
Prepaid expenses and other current assets10,137 9,676 
Income tax receivables 326 
Total current assets386,343 342,657 
Property and equipment, net72,619 72,147 
Long-term receivables, less current maturities151 264 
Goodwill3,198 3,239 
Intangibles, net970 1,136 
Debt issuance costs, net3,150 3,866 
Investment in affiliates and other assets27,705 27,928 
Deferred income taxes16,812 16,867 
TOTAL ASSETS$510,948 $468,104 











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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(in thousands, except per share data) (unaudited)
October 28,
2023
April 29,
2023
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt$1,500 $ 
Accounts payable53,645 67,522 
Contract liabilities78,293 91,549 
Accrued expenses39,773 36,005 
Warranty obligations13,378 12,228 
Income taxes payable3,347 2,859 
Total current liabilities189,936 210,163 
Long-term warranty obligations21,435 20,313 
Long-term contract liabilities15,390 13,096 
Other long-term obligations5,686 5,709 
Long-term debt, net55,087 17,750 
Deferred income taxes193 195 
Total long-term liabilities97,791 57,063 
SHAREHOLDERS' EQUITY:
Preferred Shares, no par value, authorized 50,000 shares; no shares issued and outstanding
  
Common Stock, no par value, authorized 115,000,000 shares; 46,022,885 and 45,488,595 shares issued at October 28, 2023 and April 29, 2023, respectively
64,643 63,023 
Additional paid-in capital51,047 50,259 
Retained earnings124,771 103,410 
Treasury Stock, at cost, 1,907,445 shares at October 28, 2023 and April 29, 2023, respectively
(10,285)(10,285)
Accumulated other comprehensive loss(6,955)(5,529)
TOTAL SHAREHOLDERS' EQUITY223,221 200,878 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$510,948 $468,104 

See notes to condensed consolidated financial statements.
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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months EndedSix Months Ended
October 28,
2023
October 29,
2022
October 28,
2023
October 29,
2022
Net sales$199,369 $187,439 $431,900 $359,359 
Cost of sales145,170 155,735 306,554 301,861 
Gross profit54,199 31,704 125,346 57,498 
Operating expenses:
Selling14,653 14,525 27,582 28,958 
General and administrative10,889 8,687 20,488 18,128 
Product design and development9,221 6,966 17,624 14,405 
34,763 30,178 65,694 61,491 
Operating income (loss)19,436 1,526 59,652 (3,993)
Nonoperating (expense) income:
Interest (expense) income, net(1,326)(263)(2,207)(323)
Change in fair value of convertible note(10,650) (17,910) 
Other expense and debt issuance costs write-off, net(1,303)(208)(5,282)(955)
Income (loss) before income taxes6,157 1,055 34,253 (5,271)
Income tax expense3,992 14,039 12,892 13,039 
Net income (loss)$2,165 $(12,984)$21,361 $(18,310)
Weighted average shares outstanding:
Basic46,030 45,317 45,838 45,258 
Diluted46,705 45,317 46,454 45,258 
Earnings (loss) per share:
Basic$0.05 $(0.29)$0.47 $(0.40)
Diluted$0.05 $(0.29)$0.46 $(0.40)
See notes to condensed consolidated financial statements.
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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
Three Months EndedSix Months Ended
October 28,
2023
October 29,
2022
October 28,
2023
October 29,
2022
Net income (loss)$2,165 $(12,984)$21,361 $(18,310)
Other comprehensive (loss):
Cumulative translation adjustments(1,190)(1,521)(1,442)(2,163)
Unrealized gain (loss) on available-for-sale securities, net of tax9 (1)16  
Total other comprehensive (loss), net of tax(1,181)(1,522)(1,426)(2,163)
Comprehensive income (loss)$984 $(14,506)$19,935 $(20,473)
See notes to condensed consolidated financial statements.
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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)
(unaudited)
Common StockAdditional Paid-In CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive
Loss
Total
Balance as of April 29, 2023$63,023 $50,259 $103,410 $(10,285)$(5,529)$200,878 
Net income— — 19,196 — — 19,196 
Cumulative translation adjustments— — — — (252)(252)
Unrealized gain on available-for-sale securities, net of tax— — — — 7 7 
Share-based compensation— 557 — — — 557 
Exercise of stock options46 — — — — 46 
Employee savings plan activity615 — — — — 615 
Balance as of July 29, 2023$63,684 $50,816 $122,606 $(10,285)$(5,774)$221,047 
Net income2,165 2,165 
Cumulative translation adjustments(1,190)(1,190)
Unrealized gain on available-for-sale securities, net of tax9 9 
Share-based compensation534 534 
Exercise of stock options959 959 
Tax payments related to RSU issuances(303)(303)
Balance as of October 28, 2023$64,643 $51,047 $124,771 $(10,285)$(6,955)$223,221 
See notes to condensed consolidated financial statements.
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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(continued)
(in thousands)
(unaudited)
Common StockAdditional Paid-In CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive
Loss
Total
Balance as of April 30, 2022$61,794 $48,372 $96,608 $(10,285)$(4,925)$191,564 
Net loss— — (5,326)— — (5,326)
Cumulative translation adjustments— — — — (642)(642)
Unrealized gain (loss) on available-for-sale securities, net of tax— — — — 1 1 
Share-based compensation— 511 — — — 511 
Employee savings plan activity594 — — — — 594 
Balance as of July 30, 2022$62,388 $48,883 $91,282 $(10,285)$(5,566)$186,702 
Net loss— — (12,984)— — (12,984)
Cumulative translation adjustments— — — — (1,521)(1,521)
Unrealized gain (loss) on available-for-sale securities, net of tax— — — — (1)(1)
Share-based compensation— 474 — — — 474 
Tax payments related to RSU issuances— (140)— — — (140)
Balance as of October 29, 2022$62,388 $49,217 $78,298 $(10,285)$(7,088)$172,530 
See notes to condensed consolidated financial statements.
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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
October 28,
2023
October 29,
2022
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net income (loss)$21,361 $(18,310)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:  
Depreciation and amortization9,494 8,225 
Loss (gain) on sale of property, equipment and other assets101 (412)
Share-based compensation1,091 985 
Equity in loss of affiliates1,461 1,701 
Provision for doubtful accounts, net240 573 
Deferred income taxes, net20 13,037 
Non-cash impairment charges654  
Change in fair value of convertible note17,910  
Debt issuance costs write-off3,353  
Change in operating assets and liabilities(11,374)(27,737)
Net cash provided by (used in) operating activities44,311 (21,938)
   
CASH FLOWS FROM INVESTING ACTIVITIES:  
Purchases of property and equipment(9,226)(16,237)
Proceeds from sales of property, equipment and other assets52 432 
Proceeds from sales or maturities of marketable securities 3,495 
Purchases of equity and loans to equity investees(2,899)(2,882)
Net cash used in investing activities(12,073)(15,192)
   
CASH FLOWS FROM FINANCING ACTIVITIES:  
Borrowings on notes payable40,000 190,608 
Payments on notes payable(18,125)(164,190)
Principal payments on long-term obligations(204) 
Debt issuance costs(6,454) 
Proceeds from exercise of stock options1,005  
Tax payments related to RSU issuances(303)(140)
Net cash provided by financing activities15,919 26,278 
   
EFFECT OF EXCHANGE RATE CHANGES ON CASH139 (13)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH48,296 (10,865)
   
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:  
Beginning of period24,690 18,008 
End of period$72,986 $7,143 
  
Supplemental disclosures of cash flow information:  
Cash paid for:  
Interest$1,027 $337 
Income taxes, net of refunds11,874 2,471 
   
Supplemental schedule of non-cash investing and financing activities:  
Purchases of property and equipment included in accounts payable1,443 4,093 
Contributions of common stock under the ESPP614 594 
See notes to condensed consolidated financial statements.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data)
(unaudited)
Note 1. Basis of Presentation
Daktronics, Inc. and its subsidiaries (the “Company”, “Daktronics”, “we”, “our”, or “us”) are industry leaders in designing and manufacturing electronic scoreboards, programmable display systems and large screen video displays for sporting, commercial and transportation applications.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to fairly present our 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 ("GAAP") requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent liabilities. Estimates used in the preparation of the unaudited consolidated financial statements include, among others, revenue recognition, future warranty expenses, the fair value of long-term debt, the fair value of investments in affiliates, income tax expenses, and stock-based compensation. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates.
Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The balance sheet at April 29, 2023 has been derived from the audited financial statements at that date, but it does not include all the information and disclosures required by GAAP for complete financial statements. These financial statements should be read in conjunction with our financial statements and notes thereto for the fiscal year ended April 29, 2023, which are contained in our Annual Report on Form 10-K previously filed with the Securities and Exchange Commission ("SEC"). 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.
Daktronics, Inc. operates on a 52- or 53-week fiscal year, with our fiscal year ending on the Saturday closest to April 30 of each year. When April 30 falls on a Wednesday, the fiscal year ends on the preceding Saturday. Within each fiscal year, each quarter is comprised of 13-week periods following the beginning of each fiscal year. In each 53-week fiscal year, an additional week is added to the first quarter, and each of the last three quarters is comprised of a 13-week period. The six months ended October 28, 2023 and October 29, 2022 contained operating results for 26 weeks.
There have been no material changes to our significant accounting policies and estimates as described in our Annual Report on Form 10-K for the fiscal year ended April 29, 2023.
Cash and cash equivalents and restricted cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the totals of the same amounts shown in the condensed consolidated statements of cash flows. Restricted cash consists of cash and cash equivalents held in bank deposit accounts to secure issuances of foreign bank guarantees and letters of credit outstanding under a previous credit agreement.
October 28,
2023
October 29,
2022
Cash and cash equivalents$64,740 $6,431 
Restricted cash8,246 712 
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows$72,986 $7,143 
The increase in the restricted cash balance is due to bank guarantees or other financial instruments for display installations issued by other banks and secured by restricted cash deposits.
We have foreign currency cash accounts to operate our global business. These accounts are impacted by changes in foreign currency rates. Of our $64,740 in cash and cash equivalent balances as of October 28, 2023, $54,245 were denominated in United States dollars, of which $737 were held by our foreign subsidiaries. As of October 28, 2023, we had an additional
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$10,495 in cash balances denominated in foreign currencies, of which $8,466 were maintained in accounts of our foreign subsidiaries.
Recent Accounting Pronouncements
Accounting Standards Adopted
In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplified the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplified the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification ("ASC") 470-20, Debt: Debt with Conversion and Other Options, that required entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revised the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity by removing certain criteria required for equity classification; and (3) revised the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share ("EPS") for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 was effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption was permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 was effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. In the first quarter of fiscal 2024, we adopted ASU 2020-06. Upon adoption, we prospectively utilized the if-converted method to calculate the dilutive impact of our convertible note issued on May 11, 2023 (the "Convertible Note"). See "Note 6. Financing Agreements" of the Notes to our Condensed Consolidated Financial Statements included in this Form 10-Q for further information on the Convertible Note.

Accounting Standards Not Yet Adopted
We have reviewed all recently issued accounting pronouncements and concluded the standards were either not applicable or not expected to have a significant impact on our consolidated financial statements.
Note 2. Investments in Affiliates
We evaluated the nature of our investment in affiliates of XdisplayTM, which is developing micro-LED mass transfer expertise and technologies, and Miortech (dba Etulipa), which is developing low power outdoor electrowetting technology. We determined that Miortech is a variable interest entity (VIE), and, based on management's analysis, we determined that Daktronics is not the primary beneficiary; therefore, the investment in Miortech is accounted for under the equity method.
The aggregate amount of our investments accounted for under the equity method was $9,819 and $11,934 as of October 28, 2023 and April 29, 2023, respectively. Our proportional share of the respective affiliates' earnings or losses is included in the "Other expense and debt issuance costs write-off, net" line item in our condensed consolidated statements of operations. For the three and six months ended October 28, 2023, our share of the losses of our affiliates was $771 and $1,461 as compared to $811 and $1,701 for the three and six months ended October 29, 2022.
We purchased services for research and development activities from our equity method investees. The total of these related party transactions for the six months ended October 28, 2023 and October 29, 2022 was $123 and $672, respectively, which is included in the "Product design and development" line item in our condensed consolidated statements of operations, and for the six months ended October 28, 2023, $14 remains unpaid and is included in the "Accounts payable" line item in our condensed consolidated balance sheets.
During the six months ended October 28, 2023, we invested $2,250 in convertible notes and $649 in promissory notes (collectively, the "Affiliate Notes") of our affiliates, which is included in the "Investment in affiliates and other assets" line item in our condensed consolidated balance sheets. During the six months ended October 28, 2023, we did not convert any Affiliate Notes to stock ownership. Our ownership in Miortech was 55.9 percent and in XdisplayTM was 16.4 percent as of October 28, 2023. The total amount of Affiliate Notes as of October 28, 2023 was $11,663 and is included in the "Investments in affiliates and other assets" line item in our condensed consolidated balance sheets. The Affiliate Notes
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balance combined with the investment in affiliates balance totaled $21,483 and $25,343 as of October 28, 2023 and October 29, 2022, respectively.
Note 3. Earnings Per Share ("EPS")
In the first quarter of fiscal 2024, we adopted ASU 2020-06. Upon adoption, we prospectively utilized the if-converted method to calculate the dilutive impact of our Convertible Note. See "Note 6. Financing Agreements" of the Notes to our Condensed Consolidated Financial Statements included in this Form 10-Q for further information on the Convertible Note.
Under the if-converted method, the Convertible Note is assumed to be converted into common stock at the beginning of the reporting period, and the resulting shares are included in the denominator of the calculation. In addition, interest charges, net of any income tax effects, are added back to the numerator of the calculation. The following is a reconciliation of the net income (loss) and common share amounts used in the calculation of basic and diluted EPS for the three and six months ended October 28, 2023 and October 29, 2022:
Three Months EndedSix Months Ended
October 28,
2023
October 29,
2022
October 28,
2023
October 29,
2022
Earnings per share - basic
Net income (loss)$2,165 $(12,984)$21,361 $(18,310)
Weighted average shares outstanding46,030 45,317 45,838 45,258 
Basic earnings (loss) per share$0.05 $(0.29)$0.47 $(0.40)
Earnings per share - diluted
Net income (loss)$2,165 $(12,984)$21,361 $(18,310)
Diluted net income (loss)$2,165 $(12,984)$21,361 $(18,310)
Weighted average common shares outstanding46,030 45,317 45,838 45,258 
Dilution associated with stock compensation plans675  616  
Dilution associated with convertible note    
Weighted average common shares outstanding, assuming dilution46,705 45,317 46,454 45,258 
Diluted earnings (loss) per share$0.05 $(0.29)$0.46 $(0.40)
Options outstanding to purchase 521 shares of common stock with a weighted average exercise price of $10.76 for the three months ended October 28, 2023 and 2,063 shares of common stock with a weighted average exercise price of $7.51 for the three months ended October 29, 2022 were not included in the computation of diluted earnings per share because the effects would be anti-dilutive.
Options outstanding to purchase 1,039 shares of common stock with a weighted average exercise price of $9.53 for the six months ended October 28, 2023 and 2,082 shares of common stock with a weighted average exercise price of $7.82 for the six months ended October 29, 2022 were not included in the computation of diluted earnings per share because the effects would be anti-dilutive.
During the three and six months ended October 28, 2023, respectively, shares of common stock issuable upon conversion of the Convertible Note have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive, as under the if-converted method, the income statement impact of the fair value adjustment and interest expense is added back to net income available to common shareholders, thereby increasing earnings per share. For the three and six months ended October 28, 2023, 4,051 and 3,806 potential common shares related to the convertible note were excluded from the calculation of diluted earnings per share. The convertible debt was not outstanding during fiscal year 2023.

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Note 4. Revenue Recognition
Disaggregation of revenue
In accordance with ASC 606-10-50, we disaggregate revenue from contracts with customers by the type of performance obligation and the timing of revenue recognition. We determine that disaggregating revenue in these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors and to enable users of financial statements to understand the relationship to each reportable segment.
The following table presents our disaggregation of revenue by segments:
Three Months Ended October 28, 2023
CommercialLive Events
High School
Park and Recreation
TransportationInternationalTotal
Type of performance obligation
Unique configuration$9,511 $47,496 $11,539 $11,047 $9,993 $89,586 
Limited configuration28,752 13,771 36,277 8,469 7,302 94,571 
Service and other4,190 6,943 1,126 727 2,226 15,212 
$42,453 $68,210 $48,942 $20,243 $19,521 $199,369 
Timing of revenue recognition
Goods/services transferred at a point in time$29,379 $15,390 $34,722 $8,592 $7,919 $96,002 
Goods/services transferred over time13,074 52,820 14,220 11,651 11,602 103,367 
$42,453 $68,210 $48,942 $20,243 $19,521 $199,369 
Six Months Ended October 28, 2023
CommercialLive Events
High School
Park and Recreation
TransportationInternationalTotal
Type of performance obligation
Unique configuration$22,429 $124,043 $26,658 $23,631 $18,783 $215,544 
Limited configuration58,665 23,732 76,614 16,536 12,541 188,088 
Service and other8,242 12,434 1,904 1,445 4,243 28,268 
$89,336 $160,209 $105,176 $41,612 $35,567 $431,900 
Timing of revenue recognition
Goods/services transferred at a point in time$60,397 $26,167 $73,803 $16,859 $13,762 $190,988 
Goods/services transferred over time28,939 134,042 31,373 24,753 21,805 240,912 
$89,336 $160,209 $105,176 $41,612 $35,567 $431,900 
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Three Months Ended October 29, 2022
CommercialLive Events
High School
Park and Recreation
TransportationInternationalTotal
Type of performance obligation
Unique configuration$5,582 $52,862 $7,856 $11,398 $6,123 $83,821 
Limited configuration26,768 9,675 32,975 4,542 14,285 88,245 
Service and other4,697 6,702 1,175 739 2,060 15,373 
$37,047 $69,239 $42,006 $16,679 $22,468 $187,439 
Timing of revenue recognition
Goods/services transferred at a point in time$28,078 $11,682 $31,129 $4,749 $15,019 $90,657 
Goods/services transferred over time8,969 57,557 10,877 11,930 7,449 96,782 
$37,047 $69,239 $42,006 $16,679 $22,468 $187,439 
Six Months Ended October 29, 2022
CommercialLive Events
High School
Park and Recreation
TransportationInternationalTotal
Type of performance obligation
Unique configuration$10,269 $95,030 $14,448 $23,884 $12,624 $156,255 
Limited configuration58,544 18,155 61,258 10,641 25,786 174,384 
Service and other8,352 12,437 2,109 1,694 4,128 28,720 
$77,165 $125,622 $77,815 $36,219 $42,538 $359,359 
Timing of revenue recognition
Goods/services transferred at a point in time$60,635 $20,904 $58,219 $11,131 $26,895 $177,784 
Goods/services transferred over time16,530 104,718 19,596 25,088 15,643 181,575 
$77,165 $125,622 $77,815 $36,219 $42,538 $359,359 
See "Note 5. Segment Reporting" for a disaggregation of revenue by geography.
Contract balances
Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables. Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed according to the contract terms. Contract liabilities represent amounts billed to the customers in excess of revenue recognized to date.
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The following table reflects the changes in our contract assets and liabilities:
October 28,
2023
April 29,
2023
Dollar
Change
Percent
Change
Contract assets$45,210 $46,789 $(1,579)(3.4)%
Contract liabilities - current78,293 91,549 (13,256)(14.5)
Contract liabilities - noncurrent15,390 13,096 2,294 17.5 
The changes in our contract assets and contract liabilities from April 29, 2023 to October 28, 2023 were due to the timing of billing schedules and revenue recognition, which can vary significantly depending on the contractual payment terms and the seasonality of the sports markets. We had no impairments of contract assets for the six months ended October 28, 2023.
For service-type warranty contracts, we allocate revenue to this performance obligation, recognize the revenue over time, and recognize costs as incurred. Earned and unearned revenues for these contracts are included in the "Contract assets" and "Contract liabilities". Changes in unearned service-type warranty contracts, net were as follows:
October 28,
2023
Balance as of April 29, 2023$28,338 
New contracts sold27,921 
Less: reductions for revenue recognized(21,802)
Foreign currency translation and other(457)
Balance as of October 28, 2023$34,000 
Contracts in progress identified as loss contracts as of October 28, 2023 and as of April 29, 2023 were immaterial. Loss provisions are recorded in the "Accrued expenses" line item in our condensed consolidated balance sheets.
During the six months ended October 28, 2023, we recognized revenue of $77,788 related to our contract liabilities as of April 29, 2023.
Remaining performance obligations
As of October 28, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations was $369,879. Remaining performance obligations related to product and service agreements as of October 28, 2023 were $306,934 and $62,945, respectively. We expect approximately $310,470 of our remaining performance obligations to be recognized over the next 12 months, with the remainder recognized thereafter. Although remaining performance obligations reflect business that is considered to be legally binding, cancellations, deferrals or scope adjustments may occur. Any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations, and project deferrals are reflected or excluded in the remaining performance obligation balance, as appropriate. The amount of revenue recognized associated with performance obligations satisfied in prior years during the six months ended October 28, 2023 and October 29, 2022 was immaterial.

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Note 5. Segment Reporting
The following table sets forth certain financial information for each of our five reporting segments for the periods indicated:
Three Months EndedSix Months Ended
October 28,
2023
October 29,
2022
October 28,
2023
October 29,
2022
Net sales:
Commercial$42,453 $37,047 $89,336 $77,165 
Live Events68,210 69,239 160,209 125,622 
High School Park and Recreation48,942 42,006 105,176 77,815 
Transportation20,243 16,679 41,612 36,219 
International19,521 22,468 35,567 42,538 
199,369 187,439 431,900 359,359 
Gross profit:
Commercial7,231 6,197 20,000 11,018 
Live Events19,234 7,983 47,174 11,769 
High School Park and Recreation16,420 11,811 37,245 21,788 
Transportation6,780 4,084 13,869 9,922 
International4,534 1,629 7,058 3,001 
54,199 31,704 125,346 57,498 
Operating expenses:
Selling14,653 14,525 27,582 28,958 
General and administrative10,889 8,687 20,488 18,128 
Product design and development9,221 6,966 17,624 14,405 
34,763 30,178 65,694 61,491 
Operating income (loss)19,436 1,526 59,652 (3,993)
Nonoperating (expense) income:
Interest (expense) income, net(1,326)(263)(2,207)(323)
Change in fair value of convertible note(10,650) (17,910) 
Other expense and debt issuance costs write-off, net(1,303)(208)(5,282)(955)
Income (loss) before income taxes$6,157 $1,055 $34,253 $(5,271)
Depreciation and amortization:
Commercial$1,070 $834 $2,112 $1,637 
Live Events1,604 1,627 3,217 3,193 
High School Park and Recreation474 383 936 722 
Transportation174 128 342 253 
International572 566 1,138 1,111 
Unallocated corporate depreciation and amortization931 662 1,749 1,309 
$4,825 $4,200 $9,494 $8,225 
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No single geographic area comprises a material amount of our net sales or property and equipment, net of accumulated depreciation, other than the United States. The following table presents information about net sales and property and equipment, net of accumulated depreciation, in the United States and elsewhere:
Three Months EndedSix Months Ended
October 28,
2023
October 29,
2022
October 28,
2023
October 29,
2022
Net sales:    
United States$178,144 $163,142 $392,737 $312,580 
Outside United States21,225 24,297 39,163 46,779 
$199,369 $187,439 $431,900 $359,359 
October 28,
2023
April 29,
2023
Property and equipment, net of accumulated depreciation:  
United States$65,026 $63,786 
Outside United States7,593 8,361 
$72,619 $72,147 
We have numerous customers worldwide for sales of our products and services, and no customer accounted for 10 percent or more of net sales; therefore, we are not economically dependent on a limited number of customers for the sale of our products and services.
We have numerous raw material and component suppliers, and no supplier accounts for 10 percent or more of our cost of sales; however, we have a complex global supply chain subject to geopolitical and transportation risks and a number of single-source suppliers that could limit our supply or cause delays in obtaining raw materials and components needed in manufacturing.
Note 6. Financing Agreements

Long-term debt consists of the following:
October 28,
2023
April 29,
2023
ABL credit facility/prior line of credit$ $17,750 
Mortgage14,625  
Convertible note25,000  
Long-term debt, gross39,625 17,750 
Debt issuance costs, net(948) 
Change in fair value of convertible note17,910  
Current portion(1,500) 
Long-term debt, net$55,087 $17,750 
Credit Agreements
On May 11, 2023, we closed on a $75,000 senior credit facility (the "Credit Facility"). The Credit Facility consists of a $60,000 asset-based revolving credit facility (the "ABL") maturing on May 11. 2026, secured by first priority lien on the Company's assets and which is subject to certain factors which can impact our borrowing capacity, and a $15,000 delayed draw loan (the "Delayed Draw Loan") secured by a first priority mortgage on our Brookings, South Dakota real estate (the "Mortgage"). The ABL and Delayed Draw Loan are evidenced by a Credit Agreement dated as of May 11, 2023 (the "Credit Agreement") between the Company and JPMorgan Chase Bank, N.A., as the lender. On May 11, 2023 the Company paid all amounts outstanding on the prior credit agreement, and this prior credit agreement was terminated as of
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this date. No gain or loss was recognized upon termination, and the Company incurred no early termination penalties in connection with such termination.
Under the ABL, certain factors can impact our borrowing capacity. As of October 28, 2023, our borrowing capacity was $50,611, there were no borrowings outstanding and there was $5,875 used to secure letters of credit outstanding.
The interest rate on the ABL is set on a sliding scale based on the trailing 12-month fixed charge coverage and ranges from 2.5 to 3.5 percent over the standard overnight financing rate (SOFR). The ABL is secured by a first priority lien on the Company's assets described in the Credit Agreement and the Pledge and Security Agreement dated as of May 11, 2023 by and among the Company, Daktronics Installation, Inc. and JPMorgan Chase Bank, N.A.
The $15,000 Delayed Draw Loan was funded on July 7, 2023 and is secured by the Mortgage on the Company's Brookings, South Dakota real estate. It amortizes over 10 years and has monthly payments of $125. The Delayed Draw Loan is subject to the terms of the Credit Agreement and matures on May 11, 2026. The interest rate on the Delayed Draw Loan is set on a sliding scale based on the trailing 12-month fixed charge coverage ratio and ranges between 1.0 and 2.0 percent over the Commercial Bank Floating Rate (CBFR).
Convertible Note
On May 11, 2023, we issued $25,000 in aggregate principal amount evidenced by the secured Convertible Note due May 11, 2027. The Convertible Note holder (the "Holder") has a second priority lien on assets securing the ABL facility and a first priority lien on substantially all of the other assets of the Company, excluding all real property, subject to the Intercreditor Agreement dated as of May 11, 2023 by and among the Company, JPMorgan Chase Bank N.A., and the Holder of the Convertible Note.
Conversion Features
The Convertible Note allows the Holder and any of the Holder’s permitted transferees, donees, pledgees, assignees or successors-in-interest (collectively, the “Selling Shareholders”) to convert all or any portion of the principal amount of the Convertible Note, together with any accrued and unpaid interest and any other unpaid amounts, including late charges, if any (together, the “Conversion Amount”), into shares of the Company’s common stock at an initial conversion price of $6.31 per share, subject to adjustment in accordance with the terms of the Convertible Note (the “Conversion Price”).
The Company also has a forced conversion right, which is exercisable on the occurrence of certain conditions set forth in the Convertible Note, pursuant to which it can cause all or any portion of the outstanding and unpaid Conversion Amount to be converted into shares of common stock at the Conversion Price.
Additionally, if the Company fails other than by reason of a failure by the Holder to comply with its obligations, the Holder is permitted to cash payments from the Company until such conversion failure is cured.

Redemption Features

If the Company were to have an Event of Default, as defined by the Convertible Note, then the Holder may require the Company to redeem all or any portion of the Convertible Note.

If the Company has a "Change of Control", as defined by the Convertible Note, then the Holder is entitled to payment of the outstanding amount of the Convertible Note at the "Change in Control Redemption Price," as defined in the Convertible Note.

Interest

Interest accruing under the Convertible Note is payable, at the option of the Company, in either (i) cash or (ii) a combination of cash interest and capitalized interest; provided, however, that at least fifty percent (50%) of the interest paid on each interest date must be paid as cash interest. The Convertible Note accrues interest quarterly at an annual rate of 9.0 percent when interest is paid in cash or an annual rate of 10.0 percent if interest is paid in kind. Upon an event of default under the Convertible Note, the annual interest rate will increase to 12.0 percent. The annual rate of 9.0 percent was used to calculate the interest accrued as of October 28, 2023, as interest will be paid in cash.

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We elected the fair value option to account for the Convertible Note as described in "Note 9. Fair Value Measurement" of the Notes to our Condensed Consolidated Financial Statements included in this Form 10-Q for further information. The financial liability was initially measured at its issue-date fair value and is subsequently remeasured at fair value on a recurring basis at each reporting period date. We have elected to present the fair value and the accrued interest component separately in the income statement. Therefore, interest will be recognized and accrued separately in interest expense, with changes in fair value of the Convertible Note presented in the "Change in fair value of convertible note" line item in our condensed consolidated statements of operations.

The changes in fair value of the Convertible Note during the six months ended October 28, 2023 are as follows:

Liability Component
(in thousands)
Balance as of May 11, 2023$25,000 
Redemption of convertible promissory note 
Fair Value Change Recognized17,910 
Balance as of October 28, 2023$42,910 

The estimated fair value of the Convertible Note upon its issuance date of May 11, 2023 and as of October 28, 2023 was computed using a binomial lattice model which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement.

We determined the fair value by using the following key assumptions in the binomial lattice model:

Risk-Free Rate (Annual)4.76 %
Implied Yield19.48 %
Volatility (Annual)55.00 %
Dividend Yield (Annual) %
The Credit Agreement and the Convertible Note require a fixed charge coverage ratio of greater than 1.1 and include other customary non-financial covenants. As of October 28, 2023, we were in compliance with our financial covenants under the Credit Agreement and the Convertible Note.
Debt Issuance Costs
Debt issuance costs incurred and capitalized are amortized on a straight-line basis over the term of the associated debt agreement. If early principal payments or conversions occur, a proportional amount of unamortized debt issuance costs is expensed. As part of these financings, we capitalized $8,195 in debt issuance costs. During the six months ended October 28, 2023, due to the Convertible Note being accounted for at fair value, we expensed $3,353 of the related debt issuance costs which is included in the "Other expense and debt issuance costs write-off, net" line item in our condensed consolidated statements of operations. During the six months ended October 28, 2023, we amortized $744 of debt issuance costs. The remaining debt issuance costs of $4,098 are being amortized over the three-year term of the Credit Facility agreement.
Fair Value and Future Maturities
As of October 28, 2023 and April 29, 2023, the fair value of long-term debt, gross was $57,535 and $17,750, respectively. The fair value of the Convertible Note was $42,910 as of October 28, 2023.
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Aggregate contractual maturities of debt in future fiscal years are as follows:

Fiscal years endingAmount
Remainder of 2024$750 
20251,500 
20261,500 
202710,875 
202825,000 
2029 and beyond 
Total senior secured notes and convertible notes$39,625 

Note 7. Commitments and Contingencies
Litigation: We are a party to legal proceedings and claims which arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections, and other legal matters 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 being 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, Contingencies - 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.

For other unresolved legal proceedings or claims, we do not believe there is a reasonable probability that any material loss would be incurred. Accordingly, no material accrual or disclosure of a potential range of loss has been made related to these matters. We do not expect the ultimate liability of these unresolved legal proceedings or claims to have a material effect on our financial position, liquidity, or capital resources.
Warranties: Changes in our warranty obligation for the six months ended October 28, 2023 consisted of the following:
October 28,
2023
Balance as of April 29, 2023$32,541 
Warranties issued during the period7,781 
Settlements made during the period(6,209)
Changes in accrued warranty obligations for pre-existing warranties during the period, including expirations700 
Balance as of October 28, 2023$34,813 
Performance guarantees: We have entered into standby letters of credit, bank guarantees and surety bonds with financial institutions relating to the guarantee of our future performance on contracts, primarily construction-type contracts. As of October 28, 2023, we had outstanding letters of credit, bank guarantees and surety bonds in the amount of $5,875, $558 and $40,633, respectively. Performance guarantees are issued to certain customers to guarantee the operation and installation of the equipment and our ability to complete a contract. These performance guarantees have various terms but generally have a term of one year. We enter into written agreements with our customers, and those agreements often contain indemnification provisions that require us to make the customer whole if certain acts or omissions by us cause the customer financial loss. We make efforts to negotiate reasonable caps and limitations on the recovery of such damages. As of October 28, 2023, we were not aware of any material indemnification claims.
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Note 8. Income Taxes
Our effective tax rate for the three and six months ended October 28, 2023 was a tax rate of 64.8 and 37.6 percent, respectively. Income before tax includes the impacts of the change in the Convertible Note fair value; however, these changes are not deductible, resulting in the high effective tax rate. The rates for the three and six months ended October 29, 2022 were skewed by the valuation allowance placed on deferred taxes.
We operate both domestically and internationally and, as of October 28, 2023, undistributed earnings of our foreign subsidiaries were considered to be reinvested indefinitely. Additionally, as of October 28, 2023, we had $527 of unrecognized tax benefits which would reduce our effective tax rate if recognized.
Note 9. Fair Value Measurement
The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of October 28, 2023 and April 29, 2023 according to the valuation techniques we used to determine their fair values. There have been no transfers of assets or liabilities among the fair value hierarchies presented.
Fair Value Measurements
Level 1Level 2Level 3Total
Balance as of October 28, 2023
Cash and cash equivalents$64,740 $ $ $64,740 
Restricted cash8,246   8,246 
Convertible Note Payable  42,910 42,910 
Available-for-sale securities:
US Government sponsored entities 546  546 
$72,986 $546 $42,910 $116,442 
Balance as of April 29, 2023
Cash and cash equivalents$23,982 $ $ $23,982 
Restricted cash708   708 
Available-for-sale securities:
US Government sponsored entities 534  534 
Derivatives - liability position (579) (579)
$24,690 $(45)$ $24,645 

We elected to value the Convertible Note at fair value in accordance with ASC 825-10-15-4(a) because of the embedded derivatives contained in the note. The fair value of the Convertible Note was estimated using a binomial lattice model. Binomial lattice allows for the examination of the value to a holder and understanding the investment decision that would occur at each node.
The fair value of the Convertible Note entered into during the first quarter of fiscal 2024 was classified as Level 3 because it does not have readily determinable or observable inputs for the valuation. There have been no other changes in the valuation techniques used by us to value our financial instruments since the end of fiscal 2023. For additional information, see our Annual Report on Form 10-K for the fiscal year ended April 29, 2023 for the methods and assumptions used to estimate the fair value of each class of financial instrument.
Note 10. Related Party Transactions
The Board has adopted a written policy and procedures with respect to related party transactions, which the Audit Committee oversees. Under the policy, a "related party transaction" is generally defined as a transaction, arrangement, or relationship in which the Company was, is or will be a participant; the amount involved exceeds $120; and in which any "related person" had, has or will have a direct or indirect material interest. The policy generally defines a "related person"
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as a Director, executive officer or beneficial owner of more than five percent of any class of our voting securities and any immediate family member of any of the foregoing persons.
The Audit Committee reviews and, if appropriate, approves related party transactions, including certain transactions which are deemed to be pre-approved under the policy. On an annual basis, the Audit Committee reviews any previously approved related party transaction that is ongoing.
As reported in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the section entitled “Liquidity and Capital Resources” of our Annual Report on Form 10-K for the fiscal year ended April 29, 2023, effective on May 11, 2023, the Company entered into the Securities Purchase Agreement with Alta Fox Opportunities Fund, LP, as the Holder of the Convertible Note. Under the Securities Purchase Agreement, the Company sold and issued to the Holder the Convertible Note in exchange for the payment by the Holder to the Company of $25,000. As of May 11, 2023, and based on Amendment No. 3 to the Schedule 13D filed by the Investor and its affiliates named therein on May 15, 2023 with the SEC, the Holder and its affiliates beneficially owned 4,768 shares of common stock of the Company, representing 9.99 percent of the Company’s common stock, causing the Holder to be a “related party” of the Company under the Company’s written policy and procedures and the applicable definitions under the Securities Act of 1933. The Securities Purchase Agreement, the Convertible Note, the Pledge and Security Agreement dated as of May 11, 2023 by and between the Holder and the Company, and the Registration Rights Agreement were approved in advance of their execution by the Company’s Strategy and Financing Review Committee, the members of which include all members of the Company’s Audit Committee.
Since May 11, 2023 the largest aggregate amount outstanding under the Convertible Note was $25,563, consisting of $25,000 of principal and $563 of interest for a total of $25,563 outstanding. In the first six months of fiscal 2024, we have made interest payments of $563 under the Convertible Note.
The description of the Securities Purchase Agreement, the Convertible Note, the Pledge and Security Agreement and the Registration Rights Agreement dated as of May 11, 2023 by and between the Holder and the Company and their respective terms set forth in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the section entitled “Liquidity and Capital Resources” of the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2023 is hereby incorporated by reference into this Report. In addition, the Company is a party to the Standstill and Voting Agreement dated as of March 19, 2023 with Alta Fox Management, LLC and Connor Haley (the “Standstill Agreement”). The Standstill Agreement is filed as Exhibit 10.13 to Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2023.
As described in Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the Holder and its affiliates named therein on June 9, 2023 with the SEC and based on other information provided by the Holder, the following persons may be deemed to be beneficial owners of the shares of the Company’s common stock beneficially owned by the Holder: Alta Fox GenPar, LP, as the general partner of Alta Fox Opportunities Fund, LP; Alta Fox Equity, LLC, as the general partner of Alta Fox GenPar, LP; Alta Fox Capital Management, LLC, as the investment manager of Alta Fox Opportunities Fund, LP; and P. Connor Haley, as the sole owner, member and manager of each of Alta Fox Capital Management, LLC and Alta Fox Equity LLC.
On June 7, 2023, the Company received from the Holder written notice of a decrease in the “Percentage Cap” (as such term is defined in the Convertible Note) from 9.99 percent to 4.99 percent which decrease became effective immediately upon the Company’s receipt of such written notice. The Percentage Cap generally represents the maximum percentage of shares of the Company’s common stock the Holder may own. Based on Amendment No. 3, the Holder and its affiliates identified in Amendment No. 3 owned 2,293 shares of common stock on June 9, 2023, representing 4.99 percent of the common stock of the Company, meaning the Holder and its affiliates are no longer “related parties” of the Company under the Company’s written policy and procedures and the applicable definitions under the Securities Act of 1933.
During the first quarter of fiscal 2024, the Company and South Dakota Board of Regents entered into a contract for video display systems for Dakota State University. The amount of the contract was $150. A member of the Company's Board of Directors is the President of Dakota State University.
See Note 2 for further details of related party transactions with our investments in the affiliates Notes issued by our affiliates.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The MD&A provides a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition during the period from the most recent fiscal year-end, April 29, 2023, to and including October 28, 2023 and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year.
This Quarterly Report on Form 10-Q, including the MD&A, contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current views with respect to future events and financial performance. The words "may," "would," "could," "should," "will," "expect," "estimate," "anticipate," "believe," "intend," "plan," "forecast," "project" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any and all forecasts and projections in this document are “forward-looking statements” and are based on management’s current expectations or beliefs. From time to time, we may also provide oral and written forward-looking statements in other materials we release to the public, such as press releases, presentations to securities analysts or investors, or other communications by us. Any or all forward-looking statements in this report and in any public statements we make could be materially different from actual results. Accordingly, we wish to caution investors that any forward-looking statements made by or on behalf of us are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the uncertainties related to market conditions and entry into a financing transaction; the Company’s potential need to seek additional strategic alternatives, including seeking additional debt or equity capital or other strategic transactions and/or measures; the Company’s ability to finalize or fully execute actions and steps that would be probable of mitigating the existence of any “substantial doubt” regarding the Company’s ability to continue as a going concern; the Company’s ability to increase cash flow to support the Company’s operating activities and fund its obligations and working capital needs; our ability to obtain additional financing on terms favorable to us, or at all; any future goodwill impairment charges; and the other risk factors described more fully in the Company’s Annual Report on Form 10-K for the fiscal year ended April 29, 2023 filed with the Securities and Exchange Commission, as well as other publicly available information about the Company.
We also wish to caution investors that other factors might in the future prove to be important in affecting our results of operations. New factors emerge from time to time; it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended April 29, 2023 (including the information presented therein under Risk Factors), as well as other publicly available information about our Company.
OVERVIEW
We are engaged principally in the design, marketing, and manufacture of a wide range of integrated electronic display systems and related products which are sold in a variety of markets throughout the world and the rendering of related maintenance and professional services. We focus our sales and marketing efforts on markets, geographical regions and products. Our five business segments consist of four domestic business units and the International business unit. The four domestic business units consist of Commercial, Live Events, High School Park and Recreation, and Transportation, all of which include the geographic territories of the United States and Canada.
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The following selected financial data should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended April 29, 2023 and the consolidated financial statements set forth in that Annual Report on Form 10-K, including the notes to consolidated financial statements included therein.
CURRENT CONDITIONS
Our past investments in people and plant capacity and the continued stable supply chain environment have allowed for efficient production and fulfillment of orders. Although the post-pandemic geopolitical situation and global trade patterns continue to evolve, we believe that the levels of uncertainty and volatility in supply chain and demand will not be as great in the coming months as it was through the pandemic and will continue to stabilize during this fiscal year.
We believe the audiovisual industry fundamentals of increased use of LED display systems across industries and our development of new technologies, services, and sales channels will drive long-term growth for our Company. Orders and revenue levels are expected to be impacted by the timing of multi-million dollar projects and the impacts of global economic conditions, war and geopolitical situations, or other factors outside of our control.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED OCTOBER 28, 2023 AND OCTOBER 29, 2022
Product Order Backlog
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 accounting principles generally accepted in the United States of America ("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 highlight fluctuations caused by seasonality and multi-million dollar projects. 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 and future revenues.
Our product order backlog as of October 28, 2023 was $306.9 million as compared to $463.1 million as of October 29, 2022 and $400.7 million at April 29, 2023. The decrease in backlog is trending down to more historical levels as a result of fulfilling orders at a greater pace as supply chain conditions stabilized and production lead times improved, utilizing our increased capacity, and order pace returning to more normalized rates.
We expect to fulfill the backlog as of October 28, 2023 within the next 24 months. The timing of backlog fulfillment may be impacted by project delays resulting from parts availability and other constraints stemming from the supply chain disruptions or by customer site conditions which are outside our control.
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Net Sales
The following table shows information regarding net sales for the three months ended October 28, 2023 and October 29, 2022:
Three Months Ended
(in thousands)October 28, 2023October 29, 2022Dollar ChangePercent Change
Net Sales:
Commercial$42,453 $37,047 $5,406 14.6 %
Live Events68,210 69,239 (1,029)(1.5)
High School Park and Recreation48,942 42,006 6,936 16.5 
Transportation20,243 16,679 3,564 21.4 
International19,521 22,468 (2,947)(13.1)
$199,369 $187,439 $11,930 6.4 %
Orders: (1)
Commercial$34,209 $42,711 $(8,502)(19.9)%
Live Events79,016 80,999 (1,983)(2.4)
High School Park and Recreation32,800 31,898 902 2.8