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 January 27, 2007
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
(Registrants
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 or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer"
in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ]
Accelerated Filer [ X ] Non-Accelerated Filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
The number of shares of the registrants common stock outstanding as of February 13, 2007 was 39,337,732.
DAKTRONICS, INC. AND SUBSIDIARIES
FORM 10-Q
For the Quarter Ended January 27, 2007
TABLE OF CONTENTS
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 Section 21B of the Securities Exchange Act of 1934, as amended, including statements regarding our 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 our intent, belief or current expectations with respect to, among other things: (i) our financing plans; (ii) trends affecting our financial condition or results of operations; (iii) our growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words may, would, could, will, expect, estimate, anticipate, believe, intend, plan 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 our 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 our filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K for the fiscal year ended April 29, 2006 in the section entitled Item 1A. Risk Factors.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
DAKTRONICS, INC. AND SUBSIDIARIES
See notes
to consolidated financial statements.
DAKTRONICS, INC. AND SUBSIDIARIES
See notes
to consolidated financial statements.
DAKTRONICS, INC. AND
SUBSIDIARIES
See notes
to consolidated financial statements.
DAKTRONICS, INC. AND SUBSIDIARIES
See notes
to consolidated financial statements.
DAKTRONICS,
In
the opinion of management, the accompanying unaudited consolidated financial statements
contain all 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 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 April 29, 2006 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 our financial statements and notes thereto for the year ended April 29,
2006, which are contained in our 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 our wholly-owned subsidiaries:
Daktronics France SARL; Daktronics Shanghai, Ltd.; Daktronics GmbH; Star Circuits, Inc.;
Daktronics Media Holdings, Inc. (formerly Sports Link, Ltd.); MSC Technologies, Inc.;
Daktronics UK, Ltd.; Daktronics Hong Kong, Ltd.; Daktronics Canada, Inc., Daktronics
Hoist, Inc. and Daktronics FZE. Investments in affiliates owned 50% or less are accounted
for by the equity method. Intercompany balances and transactions have been eliminated in
consolidation.
Use
of estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ
significantly from those estimates. Material estimates that are particularly susceptible
to significant change in the near-term relate to the determination of the estimated total
costs on long-term contracts, estimated costs to be incurred for product warranty,
inventory valuation reserves for doubtful accounts and estimated effective annual tax
rates. Changes in estimates are reflected in the periods in which they become known.
Reclassifications:
Certain reclassifications have been made to the fiscal year 2006 financial statements
to conform to the presentation used in the fiscal year 2007 financial statements. These
reclassifications had no effect on shareholders equity or net income as previously
reported. We reclassified certain prepayments from accounts payable to prepaid expenses,
reclassified certain deferred revenue amounts to accrued expenses and warranty
obligations, reclassified equity investments on the balance sheet from intangibles and
other assets, and netted current maturities of long-term debt and marketing obligations.
Prior
to April 30, 2006, we accounted for share-based employee compensation plans under the
measurement and recognition provisions of Accounting Principles Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees, and related
Interpretations, as permitted by Statement of Financial Accounting Standard (SFAS)
No. 123, Accounting for Stock-Based Compensation. Accordingly, we
recorded no share-based employee compensation expense for options granted under our
current stock option plans during the three and nine months ended January 28, 2006, as all
options granted under those plans had exercise prices equal to the fair market value of
our common stock on the date of grant. We also recorded no compensation expense in those
periods in connection with our Employee Stock Purchase Plan, as the purchase price of the
stock was not less than 85% of the lower of the fair market value of our common stock at
the beginning and end of each offering period. In accordance with SFAS No. 123 and
SFAS No. 148, Accounting for Stock-Based Compensation Transition and
Disclosure, we provided pro forma net income and net income per share disclosures
for each period prior to the adoption of SFAS No. 123(R), Share-Based
Payment, as if we had applied the fair value-based method in measuring compensation
expense for our share-based compensation plans.
Effective
April 30, 2006, we adopted the fair value recognition provisions of SFAS No. 123(R),
using the modified prospective transition method. Under that transition method, we
recognized compensation expense for share-based payments that vested during the three and
nine months ended January 27, 2007 using the following valuation methods: (a) for
share-based payments granted prior to but not yet vested as of April 30, 2006, the grant
date fair value was estimated in accordance with the original provisions of SFAS
No. 123, and (b) for share-based payments granted on or after April 30, 2006,
the grant date fair value was estimated in accordance with the provisions of SFAS
No. 123(R). Because we elected to use the modified prospective transition method,
results for prior periods have not been restated. In March 2005, the Securities and
Exchange Commission issued Staff Accounting Bulletin (SAB) No. 107,
Share-Based Payment, which provides supplemental implementation guidance for
SFAS No. 123(R). We have applied the provisions of SAB No. 107 in our adoption
of SFAS No. 123(R). See Note 11 for information on the impact of our adoption of SFAS
No. 123(R) and the assumptions we use to calculate the fair value of share-based
employee compensation.
As
a result of adopting SFAS No. 123(R) on April 30, 2006, our income before income taxes and
net income for the year ended April 29, 2006 would have been $1,495 and $1,405 lower, respectively,
than if we had continued to account for share-based compensation under APB Opinion 25.
Basic and diluted earnings per share for the year ended April 29, 2006 would have been
$0.04 and $0.03 lower, respectively, if we had not adopted SFAS No. 123(R) at the beginning of fiscal year 2006.
Commitments
and Contingencies.
We are involved in various claims and legal actions arising in the
ordinary course of business. In our opinion, based upon consultation with legal counsel,
the ultimate disposition of these matters will not have a material adverse effect on our
consolidated financial position.
In
connection with the sale of equipment to a financial institution, we entered into a
contractual arrangement whereby we agreed to repurchase equipment at the end of the lease
term at a fixed price of approximately $1,100. We have recognized a guarantee in the
amount of $200 under the provisions of Financial Accounting Standards Board (FASB)
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others. Revenue related
to this transaction of $3,476 was recognized during the second quarter of fiscal year
2007.
Product
Warranties.
We offer standard warranty coverages on many of our products, which
include parts and in some cases labor, maintenance and support, for periods varying from
one to 10 years. The specific terms and conditions of these warranties vary depending on
the product sold and other factors. We estimate the costs that may be incurred under the
warranty and record a liability in the amount of such costs at the time the product is
shipped in the case of standard orders and prorated over the construction period in the
case of custom projects. Factors that affect our warranty liability include historical and
anticipated costs. We periodically assess the adequacy of our recorded warranty costs and
adjust the amounts as necessary.
Changes
in our product warranties for the nine months ended January 27, 2007 consisted of the
following:
Lease
Commitments
. We lease office space for sales and service locations and various
equipment, primarily office equipment. Rental expense for operating leases was $1,411 and
$991 for the nine months ended January 27, 2007 and January 28, 2006, 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 January 27, 2007:
Purchase
Commitments.
From time to time, we commit to purchase inventory and
advertising rights over periods that extend over a year. As of January 27, 2007, we were
obligated to purchase inventory and advertising rights through fiscal year 2010 as
follows:
In
June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income
Taxes (FIN No. 48), which clarifies the accounting for uncertainty in income taxes
recognized in accordance with SFAS No. 109, Accounting for Income Taxes (SFAS
No. 109). FIN No. 48 prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. FIN No. 48 also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods and disclosure. FIN No. 48 is
effective for fiscal years beginning after December 15, 2006 and is required to be adopted
by us effective April 29, 2007. We are currently evaluating the impact of FIN No. 48 on
our financial statements.
In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurement.
The standard provides guidance for using fair value to measure assets and
liabilities. SFAS No. 157 clarifies the principle that fair value should be based on
the assumptions that market participants would use when pricing an asset or liability and
establishes a fair value hierarchy that prioritizes the information used to develop those
assumptions. Under the standard, fair value measurements would be separately disclosed by
level within the fair value hierarchy. SFAS No. 157 is effective for us beginning in 2008;
however, early adoption is permitted. We have not yet determined the impact, if any,
that the implementation of SFAS No. 157 will have on our results of operations and
financial condition.
In
September 2006, the SEC issued SAB No. 108 Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements (SAB No. 108). SAB No. 108 provides interpretive guidance on how
the effects of the carryover or reversal of prior year misstatements should be considered
in quantifying a current year misstatement. The SEC staff believes that registrants should
quantify errors using both a balance sheet and an income statement approach and evaluate
whether either approach results in quantifying a misstatement that, when all relevant
quantitative and qualitative factors are considered, is material. SAB 108 is effective for
fiscal years ending on or after November 15, 2006, with early application
encouraged. We do not expect the adoption of this standard to have any impact on our
consolidated financial statements.
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. 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:
We recognize revenue on equipment sales, other than
long-term contracts, when title passes, which is usually upon shipment and then only if
the revenue is fixed and determinable.
Long-term receivables and advertising rights:
We occasionally sell and install our
products at facilities in exchange for the rights to sell or to retain future advertising
revenues. For these transactions, we recognize revenue for the amount of the present value
of the future advertising payments if enough advertising is sold to obtain normal margins
on the contract, and we record the related receivable in long-term receivables. On those
transactions where we have not sold the advertising for the full value of the equipment at
normal margins, we record the related cost of equipment as advertising rights. Revenue to
the extent of the present value of the advertising payments is recognized in long-term
receivables when it becomes fixed and determinable under the provisions of the applicable
advertising contracts. At the time the revenue is recognized, costs of the equipment are
recognized based on an estimate of overall margin expected.
In
cases where we receive advertising rights, as opposed to only cash payments, in exchange
for the equipment, revenue is recognized as it becomes earned, and the related costs of
the equipment are amortized over the term of the advertising rights, which were owned by
us. On these transactions, advance collections of advertising revenues are recorded as
deferred income.
The
cost of advertising rights, net of amortization, was $3,833 as of January 27, 2007 and
$3,112 as of April 29, 2006.
Product
maintenance:
In connection with the sale of our products, we also occasionally sell
separately priced extended warranties and product maintenance contracts. The revenues
related to such contracts are deferred and recognized ratably as net sales over the term
of the contracts, which varies from one month to 10 years.
Software:
We sell our proprietary software bundled with 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 and 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 all of the
above-mentioned criteria have been met.
Services:
Revenues generated by us for services such as event support, control room design,
on-site training, equipment service and continuing technical support for operators of our
equipment are recognized as net sales as the services are performed.
Derivatives:
We utilize derivative financial instruments to manage the economic impact of fluctuations
in currency exchange rates on those transactions that are denominated in currency other
than our functional currency, which is the U.S. Dollar. We enter into currency forward
contracts to manage these economic risks. SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by SFAS No. 137 and No.138, requires
us to recognize all of our derivative instruments on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value through earnings. If a
derivative is a hedge, depending on the nature of the hedge, changes in the fair value of
derivatives are either offset against the change in the fair value of the hedged assets,
liabilities or firm commitments through earnings or recognized in accumulated other
comprehensive gain (loss) until the hedged item is recognized in earnings.
To
protect against the reduction in value of forecasted foreign currency cash flows resulting
from export sales over the next year, we have instituted a foreign currency cash flow
hedging program. We hedge portions of our forecasted revenue denominated in foreign
currencies with forward contracts. When the dollar strengthens significantly against the
foreign currencies, the decline in value of future foreign currency revenue is offset by
gains in the value of the forward contracts designated as hedges. Conversely, when the
dollar weakens, the increase in the value of future foreign currency cash flows is offset
by losses in the value of the forward contracts.
During
the nine months ended January 27, 2007, we assessed all hedges to be effective and
recorded changes of value in other comprehensive income. Cash flow hedges were
discontinued, causing the recognition of a gain or loss in other income (expense), net of
($7). The fair value of all derivatives is included in prepaid expenses and other in the
statement of financial condition.
As
of January 27, 2007, we expect to reclassify $1 of net gains (losses) on derivative
instruments from accumulated other comprehensive income to earnings during the next 12
months due to actual sales.
Basic
earnings per share (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 our earnings.
A
reconciliation of the income and common share amounts used in the calculation of basic and
diluted EPS for the three months ended January 27, 2007 and January 28, 2006 follows:
On
May 25, 2006, our Board of Directors declared a two-for-one stock split in the form of a
stock dividend payable to stockholders of record on June 8, 2006. All data related to
common shares has been retroactively adjusted based on the new number of shares
outstanding after the effect of the split for all periods presented.
On
August 16, 2006, the shareholders of Daktronics approved an amendment to the articles of
incorporation to increase the authorized number of shares of common stock from 60,000,000
shares to 120,000,000 shares.
We
account for goodwill and other intangible assets in accordance with SFAS No. 142,
Goodwill and Other Intangible Assets, and we complete an impairment analysis
on at least an annual basis and more frequently if circumstances warrant.
Goodwill, net of accumulated amortization, was $4,189 at January 27, 2007 and $2,706 at
April 29, 2006. Accumulated amortization was $157 at January 27, 2007 and at April 29,
2006. We performed our annual impairment analysis of goodwill as of October 27, 2006. The
result of this analysis indicated that no goodwill impairment existed as of that date.
As
required by SFAS No. 142, intangibles with finite lives continue to be amortized.
Included in intangible assets are non-compete agreements and a patent license. Intangible
assets before accumulated amortization were $3,969 at January 27, 2007 and April 29, 2006.
Accumulated amortization was $950 and $579 at January 27, 2007 and April 29, 2006,
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 January 27, 2007 was $503 for the fiscal
years ending 2007, $314 for fiscal years 2008 to 2010, $287 for 2011 and $1,256
thereafter.
Inventories
consist of the following:
Our
chief operating decisionmaker 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, we consider ourselves to be operating in a single
industry segment. We do not manage our business by solution or focus area.
We
do not maintain information on sales by products and, therefore, disclosure of such
information is not practical.
The
following table presents information about us by geographic area:
In
accordance with SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, we review long-lived assets to be held and used and long-lived
assets to be disposed of, including intangible assets, for impairment whenever events or
changes in circumstances indicate that the carrying amount of such assets may not be
recoverable. Recoverability of assets to be held and used is measured by comparing the
carrying amount of the asset to the future undiscounted net cash flows expected to be
generated by the asset. Recoverability of assets held for sale is measured by comparing
the carrying amount of the assets to their estimated fair market value. If any assets are
considered to be impaired, the impairment is measured by the amount by which the carrying
amount of the assets exceeds the estimated fair value.
Impairment
of Long-Lived Assets:
We recorded a pre-tax asset impairment charge of $340 for the
nine months ended January 27, 2007. The impairment charges related to technology changes
in our demonstration equipment and tooling equipment. Impairment charges are included in
selling expenses and cost of goods sold. We recorded the impairment in the first quarter
of 2007.
During
the first quarter of fiscal year 2007, we acquired a 50% equity interest in Arena Media
Networks LLC, a company that owns and operates the nations largest network of
digital flat-panel displays in stadiums and arenas across the U.S. We paid
approximately $6,008 for the investment, and we account for this transaction under the
equity method of accounting.
During
the second quarter of fiscal year 2007, we acquired a 50% interest in FuelCast Media
International, the largest pump-top display network in the nation. We paid approximately
$4,000 for the investment, and we account for this transaction under the equity method of
accounting.
On
October 16, 2006, we acquired certain operating assets and liabilities of Hoffend &
Sons, Inc. through our wholly-owned subsidiary. The business operates under the name
Vortek, a division of Daktronics Hoist, Inc. Results of the operations of Vortek have been
included in the consolidated financial statements since the date of acquisition. Hoffend
was the worlds leading supplier of patented hoist systems for theater and sporting
systems and has been a supplier of ours in connection with center hung arena video
systems. The aggregate purchase price, excluding contingent consideration, was
approximately $4,270 and includes $500 due one year from the closing date. Contingent
consideration of $1,500 is due over the three calendar years following the closing date to
the extent the gross profit on net sales of hoist products exceed predefined thresholds.
In addition, contingent payments are due at the end of the fifth calendar year following
closing to the extent gross profit on net sales of hoist products exceeds $50,000. We are
in the process of obtaining third-party valuations of certain intangible assets; thus, the
allocation of the purchase price and related amounts assigned to intangibles and goodwill
set forth below is preliminary. The following table summarizes the allocation of the
purchase price along with the related amortization periods, if any:
The
goodwill is expected to be deductible for tax purposes.
Description
of Plans.
We have two plans under which we are permitted to grant incentive and
non-qualified stock options (the 1993 Incentive Stock Option Plan and the 2001 Incentive
Stock Option Plan) and two plans under which we are permitted to grant non-qualified stock
options (the 1993 Outside Directors Stock Option Plan and the 2001 Outside Directors Stock
Option Plan). These plans authorize the awards of incentive stock options to our employees
and nonqualified stock options to non-employees and outside directors as compensation for
services rendered. Under these plans, options have a maximum term of 10 years in the case
of the 1993 Incentive Stock Option Plan and the 2001 Incentive Stock Option Plan and seven
years in the case of the 1993 Outside Directors Stock Option Plan and the 2001 Outside
Directors Stock Option Plan. In addition, such options must have exercise prices equal to
the market value of our common stock at the date of grant or 110% of the market value at
the date of grant in the case of an employee who owns more than 10% of all voting power of
all classes of our stock then outstanding. The options generally vest ratably over a
five-year period in the case of options granted under the 1993 Incentive Stock Option Plan
and the 2001 Incentive Stock Option Plan and three years in the case of options granted
under the 1993 Outside Directors Stock Option Plan and the 2001 Outside Directors Stock
Option Plan. The actual vesting period is determined at the time of grant.
Impact
of the Adoption of SFAS No. 123(R).
See Note 2 for a description of our adoption
of SFAS No. 123(R) on April 30, 2006. A summary of the share-based compensation
expense for stock options and our employee stock purchase plan that we recorded in
accordance with SFAS No. 123(R) for the three and nine months ended January 27, 2007
is as follows:
Prior
to the adoption of SFAS No. 123(R), we presented all tax benefits for deductions
resulting from the exercise of stock options as operating cash flows on our statement of
cash flows. SFAS No. 123(R) requires the cash flows resulting from the tax benefits
for tax deductions in excess of the compensation expense recorded for those options
(excess tax benefits) to be classified as financing cash flows. Accordingly, we classified
the $251 in excess tax benefits as financing cash inflows rather than as operating cash
inflows on our statements of cash flows for the nine months ended January 27, 2007.
Valuation
and Amortization Method.
We estimate the fair value of stock options granted using the
Black-Scholes option valuation model. We amortize the fair value of the stock options on a
straight-line basis. All options are amortized over the requisite service periods of the
awards, which are generally the vesting periods.
Expected
Term
. The expected term of options granted represents the period of time that they are
expected to be outstanding. We estimate the expected term of options granted based on
historical exercise patterns, which we believe are representative of future behavior. Our
estimate of the expected life of new options granted to our employees is five years,
consistent with prior periods. We have examined our historical pattern of option exercises
in an effort to determine if there were any discernable patterns of activity based on
certain demographic characteristics. Demographic characteristics tested included age,
salary level, job level and geographic location. We have determined that there were no
meaningful differences in option exercise activity based on the demographic
characteristics tested.
Expected
Volatility
. Also in light of implementing SFAS No. 123(R), we reevaluated our
expected volatility assumption used in estimating the fair value of employee options. We
estimate the volatility of our common stock at the date of grant based on historical
volatility, consistent with SFAS No. 123(R) and SAB No. 107. Our decision to use
historical volatility instead of implied volatility was based upon analyzing historical
data along with the lack of availability of history of actively traded options on our
common stock.
Risk-Free
Interest Rate.
We base the risk-free interest rate that we use in the Black-Scholes
option valuation model on the implied yield in effect at the time of option grant on U.S.
Treasury zero-coupon issues with equivalent remaining terms.
Dividends.
We use an expected dividend yield consistent with our dividend yield over
the period of time we have paid dividends in the Black-Scholes option valuation
model.
Forfeitures.
SFAS No. 123(R) requires us to estimate forfeitures at the time of
grant and revise those estimates in subsequent periods if actual forfeitures
differ from those estimates. We use historical data to estimate pre-vesting
option forfeitures and record share-based compensation expense only for those
awards that are expected to vest. For purposes of calculating pro forma
information under SFAS No. 123 for periods prior to fiscal 2006, we
estimated forfeitures.
The
Black-Scholes option-pricing model was developed for use in estimating the fair value of
traded options that have no vesting restrictions and are fully transferable. In addition,
option valuation models require the input of highly subjective assumptions, including the
expected stock price volatility. Because changes in the subjective input assumptions can
materially affect the fair value estimate, in our opinion, the existing models do not
necessarily provide a reliable single value of our options and may not be representative
of the future effects on reported net income or the future stock price of our company.
Share-Based
Compensation Expense and Stock Option Activit
y. We recorded $1,457 in share-based
compensation expense, which consists of $1,213 for stock options and $244 for our employee
stock purchase plan, for the nine months ended January 27, 2007. As of January 27, 2007,
there was $7,236 of total unrecognized compensation cost related to non-vested share-based
compensation arrangements granted under all equity compensation plans. Total unrecognized
compensation cost will be adjusted for future changes in estimated forfeitures. We expect
to recognize that cost over a weighted average period of five years.
During
the nine months ended January 27, 2007, we granted options to purchase 48 shares of our
common stock under the 2001 Directors Stock Option Plan, which had a fair value of $400,
and granted options to purchase 333 shares of our common stock under the 2001 Incentive
Stock Option Plan, which had a fair value of $4,141.
A
summary of stock option activity under all stock option plans during the nine months ended
January 27, 2007 is as follows:
We
define in-the-money options at January 27, 2007 as options that had exercise prices that
were lower than the $34.92 per share market price of our common stock at that date. The
aggregate intrinsic value of options outstanding at January 27, 2007 is calculated as the
difference between the exercise price of the underlying options and the market price of
our common stock for the shares that were in-the-money at that date. There were 3,200
in-the-money options exercisable at January 27, 2007.
We
received $1,083 in cash from option exercises under all share-based payment arrangements
for the nine months ended January 27, 2007. The actual tax benefits that we realized
related to tax deductions for non-qualified option exercises and disqualifying
dispositions under all share-based payment arrangements totaled $925 for the same period.
Comparable
Disclosure.
Prior to April 30, 2006, we accounted for our share-based compensation
plans under the recognition and measurement provisions of APB Opinion No. 25 and
related Interpretations. No share-based employee compensation cost is reflected in the
condensed consolidated statements of operations for the nine months ended January 28,
2006, 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 net income per share if we had applied the fair value
recognition provisions of SFAS No. 123 to share-based employee compensation prior to
April 30, 2006:
We
follow the provisions of SFAS No. 130, Reporting Comprehensive Income, which
establishes standards for reporting and display of comprehensive income and its
components. Comprehensive income reflects the change in equity of a business enterprise
during a period from transactions and other events and circumstances from non-owner
sources. For us, comprehensive income represents net income adjusted for foreign currency
translation adjustments and net gains and losses on derivative instruments. The foreign
currency translation adjustment included in comprehensive income has not been tax
effected, as the investment in the foreign affiliate is deemed to be permanent. In
accordance with SFAS No. 130, we have chosen to disclose comprehensive income in the
consolidated statement of shareholders equity.
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 unaudited consolidated financial statements and notes to the unaudited
consolidated financial statements.
We
design, manufacture and sell a wide range of display systems to customers in a variety of
markets throughout the world. We focus our sales and marketing efforts on geographical
regions, markets and products. The primary categories of markets include sport, commercial
and transportation.
Our
net sales and profitability historically have fluctuated due to the impact of large
product orders, such as display systems for professional sport facilities and colleges and
universities, as well as the seasonality of the sports market. Net sales and gross profit
percentages also have fluctuated due to other seasonality factors, including the impact of
holidays, which primarily impact our third fiscal quarter. Our gross margins on large
product orders tend to fluctuate more than those for smaller standard orders. Large
product orders that involve competitive bidding and substantial subcontract work for
product installation generally have lower gross margins. Although we follow the percentage
of completion method of recognizing revenues for large custom orders, we nevertheless have
experienced fluctuations in operating results and expect that our future results of
operations may be subject to similar fluctuations.
Orders
are booked only upon receipt of a firm contract and, depending on terms, only after
receipt of any required deposits related to the order. As a result, certain orders for
which we have 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.
We
operate on a 52-53 week fiscal year, with fiscal years ending on the Saturday closest to
April 30 of each year. Fiscal years 2007 and 2006 each contains 52 weeks.
For
a summary of recently issued accounting pronouncements and the effects of those
pronouncements on our financial results, refer to Note 3 of the notes to our consolidated
financial statements, which are included elsewhere in this report.
The
following discussion and analysis of financial condition and results of operations are
based upon our 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 us 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, we evaluate our
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. Our 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.
We
believe the following critical accounting policies require significant judgments and
estimates in the preparation of our 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 capable of being estimated.
Generally, contracts we enter into 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 affected in
future quarters when we revise our estimates. Our practice is to revise estimates as soon
as such changes in estimates are known. We do not believe there is a reasonable likelihood
that there will be a material change in future estimates or assumptions we use to
determine these estimates.
Allowance
for doubtful accounts.
We maintain an allowance for doubtful accounts for estimated
losses resulting from the inability of our customers to make required payments. If the
financial condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required. To identify
impairment in the customers ability to pay, we review aging reports, contact
customers in connection with collection efforts and review other available information.
Although we consider our allowance for doubtful accounts adequate, if the financial
condition of our customers were to deteriorate and impair their ability to make payments
to us, additional allowances may be required in future periods. We do not believe there is
a reasonable likelihood that there will be a material change in the future estimates or
assumptions we use to determine the allowance for doubtful accounts. As of January 27,
2007 and April 29, 2006, we had an allowance for doubtful accounts balance of
approximately $1.5 million and $1.4 million, respectively.
Warranties.
We have created a reserve for warranties on our products equal to our estimate
of the actual costs to be incurred in connection with our performance under the
warranties. Generally, estimates are based on historical experience taking into
account known or expected changes. If we would become aware of an increase in
our warranty reserves, additional reserves may become necessary, resulting in an
increase in costs of goods sold. We do not believe there is a reasonable
likelihood that there will be a material change in the future estimates or
assumptions we use to determine our reserve for warranties. As of January 27,
2007 and April 29, 2006, we had approximately $11.2 million and $8.1 million
reserved for these costs, respectively.
Extended
warranty and product maintenance.
We have deferred revenue related to separately
priced extended warranty and product maintenance agreements. The deferred revenue is
recognized ratably over the contractual term. If we would become aware of an increase in
our estimated costs under these agreements in excess of our deferred revenue, additional
reserves may be necessary, resulting in an increase in costs of goods sold. In determining
if additional reserves are necessary, we examine cost trends and other information on the
contracts and compare that to the deferred revenue. We do not believe there is a
reasonable likelihood that there will be a material change in the future estimates or
assumptions we use to determine estimated costs under these agreements. As of January 27,
2007 and April 29, 2006, we had $4.9 million and $3.8 million of deferred revenue related
to extended warranty and product maintenance, respectively.
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 (that is, 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, we estimate 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. In determining market value, we review
various factors such as current inventory levels, forecasted demand and
technological obsolescence. We do not believe there is a reasonable likelihood
that there will be a material change in the future estimates or assumptions we
use to calculate the estimated market value of inventory. However, if market
conditions change, including changes in technology, product components used in
our products or in expected sales, we may be exposed to losses or gains that
could be material.
Income
Taxes.
As part of the process of preparing our consolidated financial statements, we
are required to estimate our income taxes in each of the jurisdictions in which we
operate. This process involves estimating the actual current tax expense as well as
assessing temporary differences in the treatment of items for tax and accounting purposes.
These timing differences result in deferred tax assets and liabilities, which are included
in our consolidated balance sheets. We must then assess the likelihood that our deferred
tax assets will be recovered from future taxable income in each jurisdiction, and to the
extent we believe that recovery is not likely, a valuation allowance must be established.
We review deferred tax assets, including net operating losses, and for those not expecting
to be realized, we have created a valuation allowance. If our estimates of future taxable
income are not met, a valuation allowance for some of these deferred tax assets would be
required.
We
operate within multiple taxing jurisdictions, both domestic and international, and are
subject to audits in these jurisdictions. These audits can involve complex issues,
including challenges regarding the timing and amount of deductions and the allocation of
income amounts to various tax jurisdictions. At any one time, multiple tax years are
subject to audit by various tax authorities. The United States Internal Revenue Service
(IRS) recently completed the process of examining our U.S. federal tax returns
for fiscal years 2002 through 2005.
We
record our income tax provision based on our knowledge of all relevant facts and
circumstances, including the existing tax laws, the status of current IRS examinations and
our understanding of how the tax authorities view certain relevant industry and commercial
matters. In evaluating the exposures associated with our various tax filing positions, we
record reserves for probable exposures. A number of years may elapse before a particular
matter for which we have established a reserve is audited and fully resolved or clarified.
We adjust our tax contingencies reserve and income tax provision in the period in which
actual results of a settlement with tax authorities differs from our established reserve,
when the statue of limitations expires for the relevant taxing authority to examine the
tax position, or when more information becomes available. Our tax contingencies reserve
contains uncertainties because management is required to make assumptions and to apply
judgment to estimate the exposure associated with our various filing positions. We believe
that any potential tax assessments from various tax authorities that are not covered by
our income tax provision will not have a material adverse impact on our consolidated
financial position or cash flow.
The
following table sets forth the percentage of net sales represented by items included in
our consolidated statements of income for the periods indicated:
Net
sales increased 47.1% to $322.4 million for the nine months ended January 27, 2007 as
compared to $219.2 million for the same period in fiscal year 2006. Net sales increased
50.2% to $106.7 million for the three months ended January 27, 2007 as compared to $71.1
million for the same period in fiscal year 2006.
For
the nine months and three months ended January 27, 2007, net sales increased in all our
markets, with the commercial market experiencing growth rates in excess of 65% for the
nine-month period, the sports market growing more than 35% year-to-date and the
transportation market up approximately 25%. For the three months ended January 27, 2007,
commercial, sports and transportation markets net sales increased approximately 70%, 41%
and 3%, respectively. Net sales for the three months ended January 27, 2007 increased
domestically and on an international basis. On an international basis, net sales increased
over 250% for the quarter and are up more than 50% year-to-date primarily as a result of
performance in Asian markets. As a percent of overall net sales, small product orders as
opposed to large custom orders were approximately 24% of net sales for the third quarter
of fiscal 2007 and 22% year-to-date.
Overall,
the level of net sales generated through the first two quarters of fiscal year 2007 and to
some lesser extent in the third quarter of fiscal year 2007 in all markets was limited as
a result of capacity constraints within our manufacturing facilities, both in terms of
space and personnel. This trend began in the second quarter of fiscal year 2006 and
diminished to a large degree in the third quarter as a result of the ramping up of
facilities in Brookings and Sioux Falls, South Dakota. We will continue to
develop increased manufacturing capabilities, including in Asia (which is not
expected to be significant in the near term). During the third quarter of fiscal year
2007, these constraints became less of a factor, and based on the current outlook for the
rest of the fiscal year, we do not expect to have significant capacity constraints;
however, this is dependent on the timing of orders versus the expected delivery dates. At
this point, other than the completion of our addition in Brookings, South
Dakota, and the addition of a facility in Redwood Falls, Minnesota we do
not expect to make any significant investments in buildings or land over the next 12
months for the purpose of meeting customer demand.
As
we have reported in prior filings, we have made two investments in two media companies,
one that owns and controls the nations largest network of digital LCD and plasma
screens in professional sports facilities and the other company that owns and controls the
nations largest gas pump digital display network. Both of these transactions are
expected to help us generate more recurring revenue opportunities and expand our services
businesses. Also, these companies are non-consolidated entities, and therefore their sales
are not included in our net sales. During the second quarter of fiscal year 2007, we
acquired certain operating assets of Hoffend & Sons, Inc., a leader in the automated
hoist business for sporting and theater applications. Sales related to this business have
exceeded $4 million year-to-date, and we expect that for the fiscal year, it will exceed
our previous estimates of $5 million.
Commercial
Market.
Net sales in the commercial market grew during the third quarter and first
nine months of fiscal year 2007 as compared to the same periods of fiscal year 2006. For
the first nine months of fiscal year 2007, net sales increased more than 65%, and for the
quarter, they increased more than 70% as compared to the same periods of last fiscal year.
This increase is attributable to increases in both standard and custom orders. The
increase in custom projects for both the quarter and year-to-date is due primarily to an
increase in orders from outdoor advertising companies, while the increase in standard
products is due to the growth in our Galaxy display business within the national account
portion of our business and through resellers. On an international basis, net sales
increased over 50% year-to-date as compared to the same periods of last fiscal year, due
in part to the increase in business in Asian markets, especially gaming opportunities in
Macau. We continue to believe that we are gaining traction in our efforts to build our
international business and are seeing a greater potential for higher sales overseas.
However, as a result of the significant growth rates domestically, we would not expect
international business in the commercial market to outpace our domestic growth in the near
term.
Overall,
the commercial market continues to benefit from increasing product acceptance, lower cost
of displays, our expanding distribution network and a better understanding by our
customers of the product as a revenue generation tool. The most significant factor for
increasing sales has been the order volume of digital displays for outdoor advertising
companies. This industry continues to increase its demand for digital displays in place of
traditional billboards due to the enhanced margins and cash flow that they achieve. Our
rate of growth could increase depending on our success in capturing and retaining the
business of the major billboard companies. It is important to note that the same
constraints that exist in the sign business overall with the regulatory environment apply
to a greater degree to digital displays, although it appears that the outdoor advertising
companies have been very successful in working through these constraints.
We
expect that the growth in the commercial market will continue throughout fiscal year 2007
due to increased order volume in the billboard market, our expanded distribution network,
greater product acceptance, our international expansion, the development of our resellers
and our integrated product offerings. Net sales in the commercial market should also
expand at rates faster than our other markets, and our national account business and
billboard business within the commercial market could grow faster depending on our success
in booking major accounts. We also expect to see growth generated through sales of our new
ProTour line of mobile and modular displays, which we believe will drive
improvements in profitability internationally.
Our
growth in the commercial market depends to some degree on the state of the economy, which
we do not believe had any adverse effects in the first nine months of fiscal year 2007 as
opposed to the same period in fiscal year 2006.
Order
bookings in the commercial market were up 9% for the third quarter of fiscal year 2007 and
more than 53% year-to-date as compared to the same periods of fiscal year 2006. The
smaller than expected increase for the quarter was due to a decline in orders in the
outdoor advertising portion of our business, which we attribute more to the timing of
orders, as we had an extensive backlog of orders in this niche as we entered the quarter.
Increases overall were the result of the same factors as mentioned above in connection
with net sales.
Sports
Market.
Within the sports markets, the increase in net sales in the third quarter of
fiscal year 2007 as compared to the third quarter of fiscal year 2006 was the result of
increases in large and small sports facilities, with the majority of the growth on a
dollar basis occurring in the larger venues. In addition, most of the growth in net sales
both for the quarter and on a year-to-date basis as compared to the prior fiscal year was
in large contracts as opposed to standard orders. Included in our smaller sports venues
sales are sales of hoists, a business we acquired in October of 2006 as described above.
This has added in excess of $4 million to our net sales since the acquisition date. Our
sports market is subject to volatility based on the timing of large orders, especially
orders for professional facilities, which can cause net sales to fluctuate year-to-year.
The mid-sized and small facilities experience more consistency in growth rates due to the
greater number of facilities. The increase in net sales to large sports venues for the
year was attributable to increases at both college and professional sports facilities and
included the benefit of the unusually large amount of orders booked in the first half of
fiscal year 2007.
The
growth in net sales for large and small sports venues was due to a number of factors,
including the expanding market, with facilities spending more on larger display systems;
our product and services offering, which remains the most integrated and comprehensive
offering in the industry; and our network of sales and service offices, which is important
to support our customers. We believe that the effects of the economy have a lesser impact
on our sports market as compared to our other markets, since our products are generally
revenue generation tools (through advertising) for facilities and the sports business in
general is more resistant to negative factors in the economy as a whole.
An
important trend that continues to gain momentum in large professional and college
facilities is the demand for high definition video displays as well as more square footage
of video equipment overall at facilities, both of which should have the effect of
increasing order sizes on large projects. We believe that this could be an important
factor in our growth for the future, along with the development of video systems for
larger high school and smaller college facilities.
The
dollar amount of orders (as opposed to net sales) in the sports market decreased in the
third quarter of fiscal year 2007 as compared to the third quarter of fiscal year 2006.
Orders are up approximately 30% year-to-date. This improved performance is due to the same
reasons indicated for the increase in net sales in the sports market. The growth in orders
was in the same niches as net sales. Orders on an international basis within the sports
market were not significant.
For
the rest of fiscal year 2007, we expect that net sales and orders in the sports market
will continue to outpace the prior periods of fiscal year 2006. We believe that the growth
in the sports market over the long-term is driven by new product development, new uses for
existing products, an expanding market as our products become more affordable to more
institutions, growth internationally, and our overall product offerings, which we believe
are the most complete systems in the marketplace.
Transportation
Market
. Net sales in the transportation market for the third quarter of fiscal year
2007, as compared to the third quarter of fiscal 2006, were flat, and for the year to date
are up more than 24% as compared to fiscal year 2006, fueled by order bookings in the
second quarter of fiscal 2006. Order bookings for the third quarter of fiscal year 2007
were up over 90%, creating a year-to-date growth of more than 30%. For the rest of fiscal
year 2007 and into the fiscal year 2008, we believe that we will benefit from legislation
passed during calendar year 2005 by Congress that provided for increased spending on
transportation projects, including large increases associated with intelligent
transportation systems, and that sales and orders will outpace fiscal year 2006.
Other
Markets.
We occasionally sell products in exchange for the advertising revenues
generated from use of products. These sales represented less than 1% of net sales for the
third quarter and nine months ended January 27, 2007, respectively. The gross profit
percents on these transactions should typically be higher than the gross profit percents
on other transactions of similar size, although the selling expenses associated with these
transactions are typically higher.
Historically,
our sales have declined in our third quarter on a sequential basis, primarily as a result
of the time between the start of major sports seasons and the effects of the holidays. As
our commercial market has developed, we have seen this decline on sales on a sequential
basis generally diminish. However, as a result of our significant efforts during the
second quarter of fiscal year 2007, which included numerous extra shifts and various other
tactics to decrease backlog which were not sustainable, net sales declined sequentially as
a percentage in the third quarter of fiscal 2007 more than in the third quarter of fiscal
2006. We expect that in the future, this decline will not be as great as it was in this
fiscal year.
The
order backlog as of January 27, 2007 was approximately $98 million as compared to $83
million as of January 28, 2006 and $123 million at the beginning of the third quarter of
fiscal year 2007. Historically, our backlog varies due to the timing of large orders. Our
order backlog as of January 27, 2007 was higher in the commercial and transportation
markets when compared to the backlog as of January 28, 2006 and January 27, 2007. The
changes in the backlog were the result of the combination of the changes in orders and net
sales discussed above as well as the constraints in capacity as mentioned above.
Gross
profit increased 46.9% to $32.4 million for the third quarter of fiscal 2007 as compared
to $22.0 million for the third quarter of fiscal year 2006. For the nine months ended
January 27, 2007, gross profit increased 41.6% to $94.2 million compared to $66.5 million
for the nine months ended January 28, 2006. As a percent of net sales, gross profit was
30.3% and 29.2% for three and nine months ended January 27, 2007 as compared to 31.0% and
30.4% for the three and nine months ended January 28, 2006.
The
gross profit percentage decrease for both the quarter and nine months ended January 27,
2007 as compared to the same periods in fiscal year 2006 relate to a number of factors,
including the lower margins on a few of larger projects described in our Quarterly Report
on Form 10-Q for the quarter ended July 29, 2006 which effected primarily the first and
second quarter of fiscal year 2007, the increased costs of expanding facilities, higher
warranty costs, the mix between small orders versus large custom product orders and
various other factors.
We
strive towards higher gross margins as a percent of net sales, although depending on the
actual mix, performance on larger projects, our ability to execute on the business and
level of future sales, margin percentages may not increase and are likely to remain below
the levels of the last fiscal year in the upcoming quarter due to the continuation of
efforts to expand facilities.
We
believe a gross profit margin of 30% is achievable for the fourth quarter of fiscal year
2007. There are a number of factors that could affect this expectation, including our
actual mix of sales and performance on the orders, the level at which we book orders
during the quarter and our ability to execute the rollout of the new facilities. Finally,
our ability to estimate gross profit margin is subject at all times to the inherent
volatility that comes with long-term contracts like our custom orders.
Operating
expenses.
Operating expenses, which are comprised of selling, general and
administrative expenses and product design and development costs, increased by
approximately 42.7% from $15.8 million in the third quarter of fiscal year 2006 to $22.5
million in the third quarter of fiscal year 2007. As a percent of net sales, operating
expenses decreased from 21.1% of net sales to 19.7% of net sales. For the nine months
ended January 27, 2007, operating expenses increased 40.0% from $45.3 million for the nine
months ended January 28, 2006 to $63.4 million for the nine months ended January 27, 2007.
All areas of operating costs were impacted by the costs of stock option expensing under
SFAS No. 123(R) which became effective in fiscal year 2007, as well as by much higher than
expected health insurance costs for the first and third quarters of fiscal year 2007.
Selling
Expenses.
Selling expenses consist primarily of salaries, other employee-related
costs, travel and entertainment expense, facilities-related costs for sales and service
offices, and expenditures for marketing efforts, including collateral materials,
conventions and trade shows, product demos and supplies.
Selling
expenses increased 31.4% to $13.7 million for the three months ended January 27, 2007 as
compared to $10.4 million for the same period in fiscal year 2006. Selling expenses
increased 31.5% to $38.7 million for the nine months ended January 27, 2007 from $29.4
million for the same period in fiscal year 2006. Selling expenses decreased to 12.8% of
net sales for the third quarter of fiscal year 2007 from 14.7% of net sales for the third
quarter of fiscal year 2006. For the nine months ended January 27, 2007, selling expenses
were 12.0% of net sales as compared to 13.4% of net sales for the nine months ended
January 28, 2006.
Selling
expenses for the quarter and the nine months ended January 27, 2007 were higher as a
result of an increase in personnel costs, as we continued to build our sales
infrastructure in all markets and internationally. This includes increases in initiatives
such as support for sales of extended services, geographical expansion, and sales efforts
related to new products and market niches. In addition, selling expenses increased due to
the increasing investment in demonstration equipment and travel costs associated with the
higher level of order bookings. Finally, selling expenses were impacted by the acquisition
of the hoist business at the end of the second quarter of fiscal year 2007. We expect
selling expense to increase slightly in the fourth quarter as compared to the third
quarter of fiscal 2007.
General
and Administrative.
General and administrative expenses consist primarily of salaries,
other employee-related costs, professional fees, shareholder relations fees, facilities
and equipment-related costs for administration departments, amortization of intangibles
and supplies.
General
and administrative expenses increased 111.0% to $5.2 million for the third quarter of
fiscal year 2007 as compared to $2.5 million for the third quarter of fiscal year 2006.
General and administrative expenses increased 74.6% to $13.6 million for the nine months
ended January 27, 2007 as compared to $7.8 million for the nine months ended January 28,
2006. General and administrative expenses increased to 4.9% as a percent of net sales for
the third quarter of fiscal year 2007 from 3.5% of net sales for the third quarter of
fiscal year 2006. For the nine months ended January 27, 2007, general and administrative
expenses increased to 4.2% of net sales as compared to 3.6% of net sales for the nine
months ended January 28, 2006.
The
increase in general and administrative expenses for the first nine months of fiscal year
2007 as compared to the first nine months of fiscal year 2006 was due to the
implementation of SFAS No. 123(R) relating to stock option expense; increases in
personnel-related costs within general and administration, primarily information systems
staff due to our growth and additions to human resources to support our growth overall;
professional fees associated with the completion of the IRS audit, which are partially
offset through a lower effective tax rate; information systems maintenance and support
costs; international expansion; and higher recruiting and training costs of our expanding
work force. We expect that general and administrative costs will increase slightly in the
fourth quarter of fiscal year 2007.
Product Design and Development.
Product design and development expenses consist
primarily of salaries, other employee-related costs, facilities and equipment-related
costs, and costs of supplies.
Product
design and development expenses increased 24.9% to $3.6 million for the three months ended
January 27, 2007 compared to $2.9 million for the same period in fiscal year 2006. Product
design and development expenses increased 37.4% to $11.2 million for the nine months ended
January 27, 2007 as compared to $8.1 million for the nine months ended January 28, 2006.
Product design and development expense was 3.4% of net sales for the third quarter of
fiscal year 2007 and 4.1% of net sales for third quarter of fiscal 2006. Product design
and development expenses were 3.5% and 3.7% of net sales for the nine months ended January
27, 2007 and January 28, 2006, respectively.
Generally,
product design and development expenses increase when our 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 third quarter of fiscal 2007, we
continued to invest in a number of critical initiatives. We expect that product design and
development expenses will be less than 4% of net sales for all of fiscal year 2007.
We
occasionally generate interest income through product sales on an installment basis, under
lease arrangements or in exchange for the rights to sell and retain advertising revenues
from displays, which result in long-term receivables. We also invest excess cash in
short-term temporary cash investments and marketable securities that generate interest
income. Interest expense is comprised primarily of interest costs on our notes payable and
long-term debt. Interest income (expense), net, resulting from these items decreased 82.7%
to $0.07 million for the three months ended January 27, 2007 as compared to $0.4 million
for the third quarter of fiscal year 2006. For the nine months ended January 27, 2007,
interest income (expense), net, decreased 5.0% to $1.1 million from $1.2 million for the
nine months ended January 28, 2006. The change for the nine months as a whole was the
result of lower average levels of temporary cash investments, marketable securities and
long-term receivables outstanding during the respective periods as well as the higher
level of debt outstanding, primarily in the third quarter of fiscal year 2007. The decline
for the third quarter of fiscal 2007 was attributable to the significant investments we
made in building our facilities and equipment, which caused the amounts of average cash,
temporary cash investments and marketable securities to decline and the amount of debt to
increase. We expect that during the rest of fiscal year 2007, our cash balances will
increase and we will trend towards higher net interest income.
Other
income (expense) did not significantly change from the third quarter of fiscal year 2007
as compared to the third quarter of fiscal year 2006. For the first nine months of fiscal
year 2007, other income (expense), net decreased to ($0.6) million from ($0.1) million for
the same period in fiscal year 2006. The change results from the effects of earnings
attributable to unconsolidated affiliates and from currency gains and losses.
Income
taxes were approximately $2.8 million in the third quarter of fiscal year 2007 and $2.6
million for the third quarter of fiscal year 2006. For the first nine months of fiscal
year 2007, income taxes increased to $10.4 million as compared to $8.5 million for the
first nine months of fiscal year 2006. The effective tax rate for the nine months ended
January 27, 2007 was 33.3% as compared to 37.9% for the first nine months of fiscal year
2006. The effective rate was lower in fiscal year 2007 as a result of the utilization of
net operating losses in Europe, which had previously been offset by valuation allowances;
benefits relating to transfer pricing assumptions; and the conclusion of an IRS audit,
which examined tax returns from fiscal years 2002 through 2005. In addition, during the
third quarter of fiscal year 2007, Congress passed legislation which was signed into law
by the President reinstating the credit for qualified research and development expenses,
retroactive to January 1, 2006. This allowed us to recognize the benefit of the credit for
a 13-month period in the third quarter. We expect that the effective tax rate for the
fourth quarter will approximate 34% and will increase to more than 36% in fiscal year
2008.
In
the second quarter of fiscal year 2007, we completed an examination by the IRS primarily
related to research and development credits we utilized in the past. The net result was a
benefit to income tax expense. We also continue to be optimistic that as a result of
perceived improvements in our international business, we will begin generating taxable
income in foreign jurisdictions, which would allow us to recognize the benefits related to
net operating loss carryforwards that have been offset by a valuation reserve.
Working
capital, consisting of current assets less current liabilities, was $48.7 million at
January 27, 2007 and $74.9 million at April 30, 2006. We have 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 nine months ended January 27, 2007 was $9.9 million. Net
income of $20.9 million, plus depreciation and amortization of $9.2 million, plus
increases in accounts payable, billings in excess of costs and estimated earnings,
deferred revenue, and income taxes payable, were offset by increases in inventory,
accounts receivable, restricted cash, costs and estimated earnings in excess of billings,
prepaid insurance and other assets and advertising rights and the effects of changes in
various other operating assets and liabilities.
The
changes overall in operating assets and liabilities are generally due to the impact of the
timing of cash flows on large projects, which can cause significant fluctuations in the
short term. We expect that as a result of various initiatives underway, including changes
being made in manufacturing, purchasing, collections and payment processes, we expect to
continue to improve our cash flow from operations and our balance sheet as a whole,
relative to the sales level.
Cash
used by investing activities was $52.0 million for the nine months ended January 27, 2007.
This included $46.9 million for purchases of property and equipment. During the first nine
months of fiscal year 2007, we invested approximately $12.9 million in facilities
additions, primarily related to manufacturing facilities in Brookings, South Dakota, Sioux
Falls, South Dakota and Redwood Falls, Minnesota; $1.6 million in transportation
equipment; $18.3 million in manufacturing equipment; $8.1 million in information systems
infrastructure, including software; $2.5 million for rental equipment; $2.0 in land; and
$1.2 million in product demonstration equipment. These investments were made to support
our continued growth and to replace obsolete equipment. During the first nine months of
fiscal 2007, we made investments in two different entities and purchased assets from
another entity, as described previously, which approximated $13.8 million in cash. These
investments are not expected to have significant impact on cash from operations. During
the nine months ended January 27, 2007, we sold $8.3 of marketable securities.
In
early fiscal 2007, we began construction of another addition to our facilities in
Brookings, South Dakota. The majority of the addition is designed to be
used for administrative and manufacturing space and is expected to be complete in early
fiscal 2008. The total cost of the building and related equipment is approximately $14
million. We expect that total capital equipment investments for all of fiscal 2007 will
exceed $50 million.
Cash
provided by financing activities in the first nine months of fiscal year 2007 consisted of
$18.8 million, including advances on our line credit of $19.2 million and proceeds from
stock options of $1.1 offset by the dividend paid to shareholders on June 23, 2006, of
$2.3 million, which were partially offset by option exercises and excess tax benefits from
stock-based compensation. We expect that the bank debt will be repaid in the short term.
Because we have funded the majority of the intended capital investments already through
the first three quarters of the 2007 fiscal year, it is unlikely that we will need to
incur any additional debt to fund the expansion plans over the rest of the fiscal year.
During the second quarter of fiscal year 2007, we purchased a land parcel in
Sioux Falls, South Dakota for long-term development and financed it through
a note from the seller.
Included
in receivables as of January 27, 2007 was approximately $0.5 million of retainage on
long-term contracts, all of which is expected to be collected in one year.
We
have used and expect to continue to use cash reserves and bank borrowings to meet our
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 customers delivery needs. We often receive 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, we
use working capital and bank borrowings to finance these cash requirements.
Our
product development activities include the enhancement of existing products and the
development of new products from existing technologies. Product design and development
expenses were $3.6 million for the quarter ended January 27, 2007 and $11.2 million for
the nine months ended January 27, 2007. We intend 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. We also intend to
continue developing software applications for our display controllers to enable these
products to continue to meet the needs and expectations of the marketplace.
We
have a credit agreement with a bank that provides for a $45.0 million line of credit,
which includes up to $10.0 million for standby letters of credit. The interest rate on the
line of credit is equal to LIBOR plus 0.75% (5.3% at January 27, 2007) and is due on
November 15, 2008. As of January 27, 2007, approximately $19.2 million was outstanding
under the line of credit. In addition, standby letters of credit were issued and
outstanding for approximately $1.0 million as of January 27, 2007. The credit agreement is
unsecured and requires us to meet certain covenants, including a minimum interest bearing
debt to earnings before interest taxes depreciation and amortization ratio, a limit on
dividends and distributions, and a minimum adjusted fixed charge coverage ratio.
Daktronics Canada, Inc., our subsidiary, has various credit agreements that provide up to
$0.2 million in borrowings under lines of credit. The interest rate on the lines of credit
is equal to 1.0% above the prime rate of interest (6.0% at January 27, 2007). As of
January 27, 2007, no advances under the line of credit were outstanding. The lines are
secured primarily by accounts receivables, inventory and other assets of the subsidiary.
Finally, as mentioned above, we incurred approximately $1.1 million of debt secured by
land purchased in Sioux Falls, South Dakota. The note bears no interest and
matures on September 1, 2008.
On
May 25, 2006, our Board of Directors approved a two-for-one stock split of our common
stock in the form of a stock dividend. Stockholders of record at the close of business on
June 8, 2006 received one additional share for each share of common stock held on that
date of record. Our stock began trading on the split-adjusted basis on June 23, 2006. On
that same date, our Board also declared an annual dividend payment of $.06 per share (as
adjusted for the two-for-one stock split declared by the Board of Directors on May 25,
2006) on our common stock for the year ended April 29, 2006. Although we intend to pay
regular annual dividends for the foreseeable future, all subsequent dividends will be
reviewed annually and declared by our Board of Directors at its discretion.
We
are sometimes required to obtain performance bonds for display installations, and we have
a bonding line available through a surety company that provides for an aggregate of $100
million in bonded work outstanding. At January 27, 2007, we had approximately $18.9
million of bonded work outstanding against this line.
We
believe that based on our current growth estimates over the next 12 months, we have
sufficient capacity under our lines of credit. Beyond that time, we may need to increase
the amount of our credit facilities depending on various factors. We anticipate that we
will be able to obtain any needed funds under commercially reasonable terms from our
current lender. We believe that cash from operations from our existing or increased credit
facility and from our current working capital will be adequate to meet the cash
requirements of our operations in the foreseeable future.
Through January
27, 2007, most of our net sales were denominated in United States dollars, and
our exposure to foreign currency exchange rate changes was not significant. Net sales
originating outside the United States through the third quarter of fiscal year
2007 were 13.7% of total net sales. We operate in various countries in Europe, Asia and
the Middle East and in Canada through wholly-owned subsidiaries. Sales of those
foreign subsidiaries comprised 10.0% of net sales during the third quarter of fiscal year
2007. If we believed that currency risk in any foreign location was significant, we would
utilize foreign exchange hedging contracts to manage our exposure to the currency
fluctuations.
We
expect net sales to international markets in the future to increase and that a greater
portion of this business will be denominated in foreign currencies. 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
we engage in international sales denominated in United States dollars, an increase in
the value of the United States dollar relative to foreign currencies could make
our products less competitive in international markets. This effect is also impacted by
the sources of raw materials from international sources. We will continue to monitor and
minimize our exposure to currency fluctuations and, when appropriate, use financial
hedging techniques, including foreign currency forward contracts and options, to minimize
the effect of these fluctuations. However, exchange rate fluctuations as well as differing
economic conditions, changes in political climates, differing tax structures and other
rules and regulations could adversely affect our financial results in the future.
Our
exposure to market rate risk for changes in interest rates relates primarily to our debt
and long-term accounts receivables. We maintain a blend of both fixed and floating rate
debt instruments. As of January 27, 2007, our outstanding debt approximated $22.1 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 January 27, 2007. For fixed-rate debt,
interest rate changes affect its fair market value but do not affect earnings or cash
flows.
In
connection with the sale of certain display systems, we have entered into various types of
financings with customers. The aggregate amounts due from customers include an interest
element. The majority of these financings carry fixed rates of interest. As of January 27,
2007, our outstanding long-term receivables were approximately $13.7 million. Each 25
basis point increase in interest rates would have an associated annual opportunity cost to
us of less than $0.1 million.
The
following table provides information about our financial instruments that are sensitive to
changes in interest rates, including debt obligations, for the three quarters ending
January 27, 2007 and subsequent fiscal years.
The
carrying amounts reported on the balance sheet for long-term receivables and long- and
short-term debt approximates their fair value.
Substantially all of our cash balances are denominated in United States dollars.
Cash balances in foreign currencies are operating balances maintained in accounts of our
foreign subsidiaries and accounts to settle euro-based payments. These balances are
immaterial to us as a whole.
We
carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures, as that term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the
Securities Exchange Act of 1934, as of January 27, 2007, which is the end of the period
covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that as of January 27, 2007, our disclosure controls and
procedures were effective.
Based
on the evaluation described in the foregoing paragraph, our Chief Executive Officer and
Chief Financial Officer concluded that during the quarter ended January 27, 2007, there
was no change in our internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
CONSOLIDATED BALANCE SHEETS
(continued)
(in thousands, except share data)
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Three Months Ended
Nine Months Ended
January 27,
January 28,
January 27,
January 28,
2007
2006
2007
2006
Net sales
$ 106,731
$ 71,050
$ 322,414
$ 219,197
Cost of goods sold
74,375
49,024
228,196
152,660
Gross profit
32,356
22,026
94,218
66,537
Operating expenses:
Selling
13,692
10,417
38,666
29,405
General and administrative
5,231
2,479
13,587
7,784
Product design and development
3,611
2,890
11,166
8,124
22,534
15,786
63,419
45,313
Operating income
9,822
6,240
30,799
21,224
Nonoperating income (expense):
Interest income (expense), net
72
417
1,146
1,206
Other income (expense), net
(63
)
(25
)
(604
)
(102
)
Income before income taxes
9,831
6,632
31,341
22,328
Income tax expense
2,804
2,591
10,435
8,471
Net income
$ 7,027
$ 4,041
$ 20,906
$ 13,857
Weighted average number of fully
diluted shares and common
equivalent shares
41,479
40,593
41,304
40,361
Earnings per share:
Basic
$ 0.18
$ 0.10
$ 0.53
$ 0.36
Diluted
$ 0.17
$ 0.10
$ 0.51
$ 0.34
Cash dividend paid per share
$
$
$ 0.06
$ 0.05
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended
January 27,
January 28,
2007
2006
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income
$
20,906
$
13,857
Adjustments to reconcile net income to net
cash provided (used)
by operating activities:
Depreciation
8,835
6,224
Amortization
371
44
Gain on sale of property
and equipment
4
(319
)
Stock-based compensation
1,457
Equity in earnings and losses of investments
in affiliates
1,275
Provision for doubtful accounts
(166
)
(254
)
Deferred income taxes, net
(694
)
(2,041
)
Change in operating assets and
liabilities
(22,105
)
(9,989
)
Net cash provided by operating activities
9,883
7,522
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment
(46,576
)
(13,227
)
Cash consideration paid for investment in affiliates at equity
(13,800
)
(165
)
Sales (purchases) of marketable
securities, net
8,310
(103
)
Proceeds from sale of property and
equipment
62
655
Net cash used in
investing activities
(52,004
)
(12,840
)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Dividend paid
(2,339
)
(1,917
)
Excess tax benefits from stock-based compensation
926
Principal payments on long-term debt
(69
)
(894
)
Net borrowing (payments) on notes payable
19,217
(87
)
Proceeds from exercise of stock options
and warrants
1,083
859
Net cash used
in financing activities
18,818
(2,039
)
EFFECT OF EXCHANGE RATE CHANGES
ON CASH
(127
)
53
DECREASE IN CASH AND CASH
EQUIVALENTS
(23,430
)
(7,304
)
CASH AND CASH EQUIVALENTS BEGINNING OF
PERIOD
26,921
15,961
CASH AND CASH EQUIVALENTS END OF PERIOD
$
3,491
$
8,657
Supplemental disclosures of cash flow information:
Cash payments for:
Interest
$
170
$
187
Income taxes, net of
refunds
11,564
9,615
Supplemental schedule of non-cash investing and
financing activities:
Tax benefits related to exercise of
stock options
$
1,431
$
517
Demonstration equipment transferred
to inventory
1,625
Purchase of plant and equipment included
in accounts
payable and notes payable
2,040
304
Transfers of equipment
to affiliates
226
NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except
share and per share data)
(unaudited)
Note 1. Basis of
Presentation
Note 2. Significant
Accounting Policies
Amount
Beginning accrued warranty costs
$
8,102
Warranties issued during the period
8,537
Settlements made during the period
(5,093
)
Changes in accrued warranty costs for pre-
existing warranties during the period,
including expirations
(375
)
Ending accrued warranty costs
$
11,171
Fiscal Year
Amount
2007
$
627
2008
2,125
2009
1,791
2010
1,205
2011
1,054
Thereafter
789
Total
$
7,591
Fiscal Year
Amount
2007
$
74
2008
74
2009
74
2010
72
Total
$
294
Note 3. Recently Issued
Accounting Pronouncements
Note 4. Revenue
Recognition
Note 5. Earnings Per
Share
Per Share
Net Income
Shares
Amount
For the three months ended January 27, 2007:
Basic earnings per
share
$
7,027
39,290,401
$
0.18
Effect of dilutive
securities:
Exercise of outstanding stock
options
2,188,615
(0.01
)
Diluted earnings per
share
$
7,027
41,479,016
$
0.17
For the three months ended January 28, 2006:
Basic earnings per
share
$
4,041
38,706,725
$
0.10
Effect of dilutive securities:
Exercise of outstanding stock
options
and warrants
1,886,442
Diluted earnings per
share
$
4,041
40,593,167
$
0.10
For the nine months ended January 27, 2007:
Basic earnings per
share
$
20,906
39,148,040
$
0.53
Effect of dilutive
securities:
Exercise of outstanding stock
options
and warrants
2,156,490
(0.02
)
Diluted earnings per
share
$
20,906
41,304,530
$
0.51
For the nine months ended January 28, 2006:
Basic earnings per
share
$
13,857
38,565,632
$
0.36
Effect of dilutive securities:
Exercise of outstanding stock
options
and warrants
1,795,556
(0.02
)
Diluted earnings per
share
$
13,857
40,361,188
$
0.34
Note 6. Goodwill and
Other Intangible Assets
Note 7. Inventories
January 27,
2007
April 29,
2006
Raw
Materials
$
30,086
$
15,841
Work-in-process
13,635
6,025
Finished
goods
7,497
9,179
$
51,218
$
31,045
Note 8. Segment
Disclosure
United States
Other
Total
Net sales for the nine months ended:
January 27, 2007
$
280,759
$
41,655
$
322,414
January 28, 2006
194,516
24,681
219,197
Long-lived assets at:
January 27, 2007
77,145
1,220
78,365
January 28, 2006
36,898
1,161
38,059
Note 9. Equipment Held
for Sale
Note 10. Acquisitions
Amount
Allocated
Amortization
Period
Intangible assets subject amortization:
Patents
$
2,282
10 years
Order backlog
300
Based on order ship
dates
Non-compete agreements
200
5 years
Intangible assets not subject amortization:
Registered trademarks
401
Goodwill
1,514
Net assets/(liabilities)
(427)
Total purchase price
$
4,270
Note 11. Share-Based
Compensation
Three-months
ended
January 27,
2007
Nine Months
Ended
January 27,
2007
Cost of Sales
$
39
$
100
Selling
321
675
General and administrative
139
439
Product development and design
103
245
$
602
$
1,459
Decrease of net income per share to common
stockholders
$
0.01
$
0.03
Note 12. Comprehensive
Income
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
CRITICAL ACCOUNTING
POLICIES AND ESTIMATES
RESULTS OF OPERATIONS
Three Months Ended
Nine Months Ended
January 27,
January 28,
January 27,
January 28,
2007
2006
2007
2006
Net sales
100.0%
100.0%
100.0%
100.0%
Cost of goods sold
69.7%
69.0%
70.8%
69.6%
Gross profit
30.3%
31.0%
29.2%
30.4%
Operating expenses
21.1%
22.2%
19.7%
20.7%
Operating income
9.2%
8.8%
9.5%
9.7%
Interest income (expense)
0.1%
0.5%
0.4%
0.6%
Other income (expense), net
(0.1%
)
0.0%
(0.2%
)
(0.01%
)
Income before income taxes
9.2%
9.3%
9.7%
10.2%
Income tax expense
2.6%
3.6%
3.2%
3.9%
Net income
6.6%
5.7%
6.5%
6.4%
NET SALES
GROSS PROFIT
OPERATING EXPENSES
INTEREST INCOME AND
EXPENSE
OTHER INCOME (EXPENSE),
NET
INCOME TAX EXPENSE
LIQUIDITY AND CAPITAL
RESOURCES
Item 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FOREIGN CURRENCY
EXCHANGE RATES
INTEREST RATE RISKS
Principal (Notional) Amount by Expected Maturity
(in thousands)
Fiscal Year
2007
2008
2009
2010
2011
There-
after
Assets:
Long-term receivables, including
current maturities:
Fixed-rate
$
2,154
$
3,510
$
2,278
$
1,945
$
1,191
$
2,619
Average interest rate
6.9
%
8.8
%
7.6
%
7.5
%
8.0
%
8.1
%
Liabilities:
Long- and short-term debt:
Variable-rate
$
19,217
$
$
$
$
$
Fixed-rate
$
44
$
543
$
541
$
24
$
21
$
Average interest rate
5.5
%
5.6
%
5.7
%
0.0
%
0.0
%
0.0
%
Long-term marketing obligations,
including current portion:
Fixed-rate
$
122
$
285
$
341
$
125
$
50
$
30
Average interest rate
8.9
%
8.3
%
5.4
%
8.7
%
8.9
%
8.5
%
Item 4. CONTROLS AND
PROCEDURES
Not Applicable
The discussion of our business and operations included in this Quarterly Report on Form 10-Q should be read together with the risk factors described in Item. 1A of our Annual Report on Form 10-K for the year ended April 29, 2006. It describes various risks and uncertainties to which we are or may become subject. These risks and uncertainties, together with other factors described elsewhere in this report, have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. New risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect financial performance.
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Item 6. EXHIBITS
The following exhibits are filed with this Quarterly Report on Form 10-Q:
| 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-Oxley Act of 2002 (18 U.S.C. Section 1350). |
|||||||
| Ex 32.2 |
Certification of the Chief Financial Officer pursuant to section
906 of the Sarbanes-0xley Act Of 2002 (18 U.S.C. Section 1350). |
|||||||
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.
|
|
|
|---|---|
| By: | /s/ William R. Retterath |
| Daktronics, Inc. | |
|
William R. Retterath,
Chief Financial Officer Principal Financial Officer and Principal Accounting Officer |
|
Date: February 22, 2007
EXHIBIT 31.1
DAKTRONICS, INC.
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 ended January 27, 2007 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 registrants other certifying officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrants 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 |
| d) | Disclosed in this report any change in registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; |
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting; and |
/s/ James B. Morgan
James B. Morgan
Chief Executive Officer
Date: February 22, 2007
EXHIBIT 31.2
DAKTRONICS, INC.
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 ended January 27, 2007 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 registrants other certifying officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrants 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 |
| d) | Disclosed in this report any change in registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; |
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting; and |
/s/ William R. Retterath
William R. Retterath
Chief Financial Officer
Date: February 22, 2007
EXHIBIT 32.1
DAKTRONICS, INC.
AS ADOPTED 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 ended January 27, 2007 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 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.
/s/ James B. Morgan
James B. Morgan
Chief Executive Officer
Date: February 22, 2007
EXHIBIT 32.2
DAKTRONICS, INC.
AS ADOPTED 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 ended January 27, 2007 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.
/s/ William R. Retterath
William R. Retterath
Chief Financial Officer
Date: February 22, 2007