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Item 2. Management’s Discussion and Analysis

2023-03-13 compared with 2022-12-13 · 155 added, 130 removed, 206 unchanged (58% of the section changed)

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This section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results.

The MD&A provides a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition during the period from the most recent fiscal year-end, April 30, 2022, to and including October 29, 2022 and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year.

The MD&A provides a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition during the period from the most recent fiscal year-end, April 30, 2022, to and including January 28, 2023 and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year.

This Quarterly Report on Form 10-Q, including the MD&A, contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

These statements reflect our current views with respect to future events and financial performance.

The words "may," "would," "could," "should," "will," "expect," "estimate," "anticipate," "believe," "intend," "plan" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

The words "may," "would," "could," "should," "will," "expect," "estimate," "anticipate," "believe," "intend," "plan," "forecast," "project" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Any and all forecasts and projections in this document are “forward looking statements” and are based on management’s current expectations or beliefs.

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Accordingly, we wish to caution investors that any forward-looking statements made by or on behalf of us are subject to uncertainties and other factors that could cause actual results to differ materially from such statements.

Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the uncertainties related to market conditions and entry into a financing transaction;

the Company’s potential need to seek additional strategic alternatives, including seeking additional debt or equity capital or other strategic transactions and/or measures;

the Company’s ability to finalize or fully execute actions and steps that would be probable of mitigating the existence of “substantial doubt” regarding the Company’s ability to continue as a going concern;

the Company’s ability to increase cash flow to support the Company’s operating activities and fund its obligations and working capital needs;

our ability to obtain additional financing on terms favorable to us, or at all;

any future goodwill impairment charges;

and the other risk factors described more fully in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2022 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended July 30, 2022 and October 29, 2022 filed with the Securities and Exchange Commission, as well as other publicly available information about the Company.

We also wish to caution investors that other factors might in the future prove to be important in affecting our results of operations.

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CURRENT CONDITIONS

Although supply chain disruptions have started to ease, supply chain disruptions continue as a result of several factors, including the pandemic lockdowns, shipping container shortages, labor shortages, war and other conflicts, and changes in global demand.

We are specifically impacted by the global shortage of semiconductors and related electronic components.

Over the past year, our capacity was constrained due to significant and unusual part shortages, a challenging labor environment, and operating disruptions from COVID-19 related absences, and the shutdown of our facilities in Shanghai,

China due to a government mandated COVID-19 zero tolerance policy.

Over much of the past calendar year, demand for our products and services increased significantly while at the same time our capacity was constrained due to significant and unusual part shortages, a challenging labor environment, and operating disruptions from COVID-19 related absences and the shutdown of our facilities in Shanghai, China due to a government mandated COVID-19 zero tolerance policy.

Through this time, we also experienced increased input costs for materials, commodities, personnel, freight, and tariffs.

In addition, the International Longshore and Warehouse Union (ILWU) contract with the Pacific Maritime Association expired on July 1, 2022.

We were specifically impacted by the global shortage of semiconductors and related electronic components.

In addition, there continues to be certain risk related to the movement of materials globally.

Geopolitical events and pandemic related risks remain high and could cause disruptions in our globally dispersed supplier base.

Also, the movement of materials is impacted throughout the United States because of a number of factors including:

the expiration of the International Longshore and Warehouse Union (ILWU) contract with the Pacific Maritime Association on July 1, 2022.

While negotiations are in process, a strike or work slow-down mandate is possible.

This would have a negative impact on the movement of material through west coast ports.

Due to this volatility in supply chains, longer planning horizons, and high backlog, we have carried higher quantities of inventory.

We also anticipate changes in the timing of payments from our customers as we work through disruptions and fulfill our backlog, likely creating an increased consumption of cash.

We continue to monitor the dispute between the country’s Class 1 railroads and twelve rail unions.

administration signed a tentative agreement into law on Dec 2, 2022, effectively forcing the unions back to work.

Rank and file workers are threatening an illegal, but not unprecedented wildcat strike.

And finally, the UPS contract with its driver’s union expires in July 2023.

While a strike is not expected at this time, the driver’s union did strike for two weeks in 1997.

UPS is our largest small package carrier.

To alleviate risks, we are actively working to move business to other small package carriers, to hopefully minimize any negative impact if a UPS driver's union strike occurs.

Macroeconomic events, including the possibility of sustained high inflation, tightening financial conditions, and the potential for higher interest rates, could increase the likelihood of deteriorating global economic conditions.

We also expect impacts to global economic conditions in reaction to the evolving war in Ukraine and the current geopolitical environment.

These conditions could impact the growth rate of our business and availability of our parts supply.

Conditions and disruptions have and will likely continue to cause volatility in our cash flow, pricing, order volumes, lead-times, competitiveness, revenue cycles, and production costs, and it is likely these conditions will have a negative impact in the remainder of fiscal 2023 and into fiscal 2024.

We cannot predict the length or severity of these conditions.

We expect our inventory levels to peak in the current quarter and continue to decline to more normalized levels through production and reductions in purchases, however, we cannot be certain we will not experience future disruptions or need additional liquidity to fund inventory levels, operations, and capital expenditures.

Due to this volatility and risks, we have taken a number of actions.

To support our high backlog and expectation of continued order demand and manage through the uncertainties in the supply chain, we increased our inventory planning horizons and have purchased and carried higher quantities of inventory.

While we have added more inventory for fulfillment, our production and schedules have been disrupted over the past year, creating changes in the timing of payments from our customers.

These conditions created an increased consumption of cash.

As supply chain conditions ease, we expect our inventory levels to continue to decline to more normalized levels through production and reductions in purchases;

however, we cannot be certain we will not experience future disruptions or need additional liquidity to fund inventory levels, operations, and capital expenditures.

We have responded to input cost increases by increasing pricing through the last half of fiscal 2022 and implementing additional increases at the beginning of fiscal 2023.

We also use pricing policies and opportunity evaluations across markets to manage price levels.

We will continue to monitor our supply chains and our marketplaces and adapt our pricing methodologies as we see appropriate.

We have also allocated resources to redesigns of certain products to provide the ability to source available components.

We also expect impacts to global economic conditions in reaction to the evolving war and geopolitical environment.

We will continue to monitor our supply chains and our marketplaces and adapt our pricing methodologies as we see appropriate to remain profitable and competitive.

We have also allocated resources to redesigns of certain products to provide the ability to source available components which increases the robustness of our fulfillment.

Our teams are focused on improving our cash flow and liquidity enhancement program, which includes:

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and obtaining additional sources of liquidity, which requires the consent of our current lender.

We are monitoring these situations, but it is difficult and uncertain to predict the level of impact this may have on our supply chain, our costs, our liquidity, and our financial condition and results of operations.

The Board of Directors formed an independent Strategy and Financing Review Committee in December 2022 to address the Company's near-term credit needs and to examine alternatives for strengthening the Company's longer-term financial structure and liquidity profile.

The Committee retained financial and legal advisors to assist it with its activities.

We are pursuing additional liquidity through various means from potential financing sources, including but not limited to obtaining financing secured by a mortgage on our facilities, a sales-leaseback transaction, leasing property and equipment, longer term asset based lending structures, and junior capital.

Because these plans are not finalized and are subject to market conditions and restrictions from our existing financing agreements that are not within our control, they cannot be deemed probable.

As a result, we have concluded that our plans do not alleviate substantial doubt about our ability to continue as a going concern.

We are monitoring these situations, but it is difficult and uncertain to predict the level of impact they may have on our supply chain, our costs, our liquidity, and our financial condition and results of operations.

For additional information, refer to the COVID-19 and raw material and component related risk factors disclosed in Item 1A of Part I in our Annual Report on Form 10-K for the fiscal year ended April 30, 2022.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED OCTOBER 29, 2022 AND OCTOBER 30, 2021

COMPARISON OF THE THREE MONTHS ENDED JANUARY 28, 2023 AND JANUARY 29, 2022

Product Order Backlog

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We believe order information is useful to investors because it provides an indication of our market share and future revenues.

Our product order backlog as of October 29, 2022 was $463.1 million as compared to $281.6 million as of October 30, 2021 and $471.6 million at April 30, 2022.

The increase $181.5 million between October 29, 2022 and October 30, 2021 was driven by record order volume and softer conversions to sales due to supply challenges.

We expect to fulfill the backlog as of October 29, 2022 within the next 24 months.

Our product order backlog as of January 28, 2023 was $429.1 million as compared to $353.3 million as of January 29, 2022 and $471.6 million at April 30, 2022.

The increase of $75.8 million between January 28, 2023 and January 29, 2022 was driven by record order volume and softer conversions to sales due to supply challenges.

We expect to fulfill the backlog as of January 28, 2023 within the next 24 months.

The timing of backlog fulfillment may be impacted by project delays resulting from parts availability and other constraints stemming from the supply chain disruptions.

The following table shows information regarding net sales for the three months ended October 29, 2022 and October 30, 2021:

The following table shows information regarding net sales for the three months ended January 28, 2023 and January 29, 2022:

Three Months Ended

(in thousands) October 29, 2022 October 30, 2021 Dollar Change Percent Change

(in thousands) January 28, 2023 January 29, 2022 Dollar Change Percent Change

Commercial $ 49,967 $ 40,095 $ 9,872 24.6 %

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$ 148,375 $ 214,789 $ (66,414) (30.9) %

(1) Orders are not measures defined by accounting principles generally accepted in the United States of America ("GAAP"), and our methodology for determining orders may vary from the methodology used by other companies in determining their orders and amounts.

For the fiscal 2023 second quarter, net sales were $187.4 million, an increase of $23.0 million from net sales in the prior year's second quarter.

Sales growth was driven by fulfilling orders in backlog even while we experienced multiple material supply chain disruptions and labor shortages.

Supply chain disruptions are creating an increase in lead times by extending the timing of converting orders to sales.

We expect supply chain conditions to persist through the 2023 fiscal year.

We are investing in automated machinery and equipment and in labor capacity to increase the rate of conversion of orders into sales.

Order volume increased in the second quarter of fiscal 2023 from the prior year's second quarter.

These order increases were driven by Live Events bookings for replacements and upgrades and offset in part by order volume declines in our Commercial business which are normalizing after a record number of orders in fiscal 2022 driven by pent up demand from the COVID-19 pandemic.

Orders decreased in International in the second quarter of fiscal 2023 compared to the second quarter of fiscal 2022 due to a weakening economic outlook relating to inflationary pressures, geopolitical events, and currency headwinds.

(1) Orders are not measures defined by GAAP, and our methodology for determining orders may vary from the methodology used by other companies in determining their orders and amounts.

For the fiscal 2023 third quarter, net sales were $185.0 million, an increase of $45.4 million from net sales in the prior year's third quarter.

Sales growth was driven by strong market demand, increased capacity, and realization of price increases implemented in late fiscal year 2022 and beginning of fiscal year 2023.

We have seen stabilizing and improving supply chain conditions and have invested in automated machinery and equipment and in labor capacity to increase the rate of conversion of orders into sales, creating more throughput in our factories.

Order volume decreased in the third quarter of fiscal 2023 from the prior year's third quarter as orders in the year-earlier were driven by pent-up demand after COVID, which was unusual and was not expected to be repeated in fiscal 2023.

Orders decreased in International in the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022 due to a weakening economic outlook relating to inflationary pressures, geopolitical events, and currency headwinds.

Gross Profit and Contribution Margin

Three Months Ended

October 29, 2022 October 30, 2021

January 28, 2023 January 29, 2022

(in thousands) Amount As a Percent of Net Sales Amount As a Percent of Net Sales

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$ 41,713 22.6 % $ 22,308 16.0 %

The decline in gross profit percentage for the second quarter of fiscal 2023 was primarily due to inflationary challenges in materials, freight, and personnel related costs.

In addition, extraordinary supply chain disruptions created intermittent work stoppages and factory inefficiencies, resulting in additional costs to meet customer commitments.

We increased prices beginning in late calendar 2022 and throughout fiscal 2023.

These price changes are just beginning to be realized through sales.

We expect sales price increases to continue to be realized through the remainder of fiscal year 2023.

Total warranty costs as a percent of sales for the three months ended October 29, 2022 compared to the same period one year ago increased to 2.7 percent from 1.4 percent.

We recognized warranty expense of $1.0 million for probable and reasonable estimated costs to remediate a component and manufacturing quality issue discovered during the second quarter of fiscal 2023 .

The increase in gross profit percentage for the third quarter of fiscal 2023 was primarily due to our strategic pricing changes made in the 2022 calendar year and continuing throughout fiscal year 2023, and because of fewer supply chain and operational disruptions during the third quarter of fiscal 2023.

These price changes are just beginning to be realized through sales during the third quarter of fiscal 2023.

We continue to intensely monitor our production capabilities, inflation's impact on material prices and labor, and supply conditions in the ever-evolving geopolitical and global economic environment to ensure we quickly adjust our resources and product pricing to protect our margins and grow our profitability.

Total warranty costs as a percent of sales for the three months ended January 28, 2023 compared to the same period one year ago decreased to 1.7 percent from 2.4 percent.

Three Months Ended

October 29, 2022 October 30, 2021

January 28, 2023 January 29, 2022

(in thousands) Amount As a Percent of Net Sales Dollar Change Percent Change Amount As a Percent of Net Sales

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Selling expenses consist primarily of personnel related costs, travel and entertainment expenses, marketing related expenses (show rooms, product demonstration, depreciation and maintenance, conventions and trade show expenses), the cost of customer relationship management/marketing systems, bad debt expenses, third-party commissions, and other expenses.

Contribution margin for the fiscal quarter ended October 29, 2022 was impacted by the previously discussed sales levels and impacts on gross profit, as well as a 16.4 percent increase in selling expenses in the second quarter of fiscal 2023 compared to the prior year three-month period.

Contribution margin for the fiscal quarter ended January 28, 2023 was positively impacted by the previously discussed sales levels and impacts on gross profit.

We have adjusted our sales and marketing activities and staffing levels to achieve current and expected future sales levels.

Our order volume is directly associated with our marketing and sales expenses.

The following table reconciles non-GAAP contribution margin to GAAP operating loss:

The following table reconciles non-GAAP contribution margin to GAAP operating income (loss):

Three Months Ended

October 29, 2022 October 30, 2021

January 28, 2023 January 29, 2022

(in thousands) Amount As a Percent of Net Sales Dollar Change Percent Change Amount As a Percent of Net Sales

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Product design and development 7,250 3.9 325 4.7 6,925 5.0

Operating income $ 1,526 0.8 % $ (2,859) (65.2) % $ 4,385 2.7 %

General and administrative expenses in the second quarter of fiscal 2023 increased as compared to the same period one year ago primarily due to increases in personnel expense.

Product design and development expenses in the second quarter of fiscal 2023 decreased slightly as compared to the same period one year ago primarily due to an increase in personnel related expenses offset by a decrease in consulting expenses and material costs.

Decreased contribution margin and increased spend in general and administrative led to a lower operating income for the second quarter of fiscal 2023 compared to the prior year second quarter.

Goodwill impairment 4,576 2.5 4,576 — — —

Operating income (loss) $ 7,118 3.8 % $ 12,798 225.3 % $ (5,680) (4.1) %

General and administrative expenses in the third quarter of fiscal 2023 increased as compared to the same period one year ago primarily due to increases in professional fees related to legal fees and accounting and auditing services.

Product design and development expenses in the third quarter of fiscal 2023 remained relatively flat as compared to the same period one year ago.

As described within "Note 6.

Goodwill" to the Condensed Consolidated Financial Statements included in this Report, we performed our annual goodwill impairment test and concluded that the carrying value of the International and Live Events reporting units exceeded their respective fair values.

Consequently, we recorded a $4.6 million non-cash goodwill impairment charge, which contributed to the increase in operating expenses.

Other Income and Expenses

Three Months Ended

October 29, 2022 October 30, 2021

January 28, 2023 January 29, 2022

(in thousands) Amount As a Percent of Net Sales Dollar Change Percent Change Amount As a Percent of Net Sales

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Interest (expense) income, net:

The change in interest income and expense, net for the second quarter of fiscal 2023 compared to the same period one year ago was primarily due to utilizing our line of credit during the 2023 second quarter for our strategic investments in inventory.

The change in interest income and expense, net for the third quarter of fiscal 2023 compared to the same period one year ago was primarily due to utilizing our line of credit during the 2023 third quarter.

Other expense, net:

The change in other expense, net for the second quarter of fiscal 2023 as compared to the same period one year ago was primarily due to losses recorded for equity method affiliates and foreign currency volatility.

We have recorded an effective tax rate of 1330.7 percent for the second quarter of fiscal 2023 as compared to a tax rate of 29.6 percent for the second quarter of fiscal 2022.

The increase in tax rate for the quarter is primarily driven by the requirement to record a full valuation allowance on net deferred tax assets during the second quarter of fiscal 2023 related to GAAP accounting for income taxes and related information.

Basis of Presentation - Liquidity and Going Concern" of the Notes to our Condensed Consolidated Financial Statements included in this Report.

The change in other expense, net for the third quarter of fiscal 2023 as compared to the same period one year ago was primarily due to losses recorded for equity method affiliates and foreign currency volatility.

Our effective tax rate for the third quarter of fiscal 2023 was 30.5 percent as compared to an effective tax rate of 32.2 percent for the third quarter of fiscal 2022.

RESULTS OF OPERATIONS

COMPARISON OF THE SIX MONTHS ENDED OCTOBER 29, 2022 AND OCTOBER 30, 2021

The following table shows information regarding net sales for the six months ended October 29, 2022 and October 30, 2021:

Six Months Ended

(in thousands) October 29, 2022 October 30, 2021 Dollar Change Percent Change

COMPARISON OF THE NINE MONTHS ENDED JANUARY 28, 2023 AND JANUARY 29, 2022

The following table shows information regarding net sales for the nine months ended January 28, 2023 and January 29, 2022:

Nine Months Ended

(in thousands) January 28, 2023 January 29, 2022 Dollar Change Percent Change

Commercial $ 127,132 $ 107,339 $ 19,793 18.4 %

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$ 501,405 $ 560,242 $ (58,837) (10.5) %

For the first six months of fiscal 2023, net sales were $359.4 million, an increase of $50.2 million from the prior year's first six-month period.

The year-over-year growth was driven by fulfilling orders in backlog and continued strong order bookings.

Material supply chain shortages and labor challenges are creating an increase in lead times and extending the timing of converting some orders to sales in the near-term.

We expect supply chain conditions to persist through the 2023 fiscal year.

Order volume increased in the first six months of fiscal 2023 from the prior year's six-month period.

Fiscal 2022 saw a record number of orders from pent up demand during the COVID-19 pandemic, and orders for fiscal 2023 continue to be strong.

Order bookings in the first six months of fiscal 2023 were strong in multiple sports venues in the Live Events unit.

International markets have seen some softening in demand through the first two quarters of fiscal 2023 due to the inflationary environment and geopolitical events.

(1) Orders are not measures defined by GAAP, and our methodology for determining orders may vary from the methodology used by other companies in determining their orders and amounts.

For the first nine months of fiscal 2023, net sales were $544.3 million, an increase of $95.6 million from the prior year's first nine-month period.

The year-over-year growth was driven by fulfilling orders in backlog and continued order bookings.

Sales growth was driven by strong market demand, increased capacity, and realization of price increases implemented in late fiscal year 2022 and beginning of fiscal year 2023.

Order volume decreased in the first nine months of fiscal 2023 from the prior year's nine-month period.

Fiscal 2022 saw a record number of orders from pent-up demand after COVID, and orders for fiscal 2023 continue to be strong.

Order bookings in the first nine months of fiscal 2023 were strong in multiple sports venues in the Live Events unit.

International markets have seen some softening in demand through the first nine months of fiscal 2023 due to the inflationary environment and geopolitical events.

Gross Profit and Contribution Margin

Six Months Ended

October 29, 2022 October 30, 2021

Nine Months Ended

January 28, 2023 January 29, 2022

(in thousands) Amount As a Percent of Net Sales Amount As a Percent of Net Sales

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$ 99,211 18.2 % $ 86,760 19.3 %

The decline in gross profit percentage in the six months ended October 29, 2022 was primarily impacted by inflationary challenges in materials, freight, and personnel related costs.

In addition, extraordinary supply chain disruptions, including the Shanghai factory closure, created intermittent work stoppages and factory inefficiencies, adding additional costs to meet customer commitments, especially in the Live Events business unit.

We also recorded a $0.5 million provision for estimated losses on contracts in progress during the six months ended October 29, 2022 .

Total warranty costs as a percent of sales for the six months ended October 29, 2022 compared to the same period one year ago increased to 2.2 percent from 1.3 percent.

We recognized warranty expense of $1.0 million for probable and reasonable estimated costs to remediate a component and manufacturing quality issue discovered during the six months ended October 29, 2022 .

Six Months Ended

October 29, 2022 October 30, 2021

The decline in overall gross profit percentage in the nine months ended January 28, 2023 was primarily impacted by inflationary challenges in materials, freight, and personnel related costs, partially offset by the realization of pricing increases beginning in the third quarter of fiscal 2023.

In addition, extraordinary supply chain disruptions in the first half of the year, including the mandated Shanghai factory closure, created intermittent work stoppages and factory inefficiencies, adding additional costs to meet customer commitments, especially in the Live Events business unit.

We also recorded a $0.3 million provision for estimated losses on contracts in progress during the nine months ended January 28, 2023 .

Total warranty costs as a percent of sales for the nine months ended January 28, 2023 compared to the same period one year ago increased to 2.0 percent from 1.6 percent.

We recognized warranty expense of $1.0 million in the second quarter of fiscal 2023 for probable and reasonable estimated costs to remediate a component and manufacturing quality issue discovered during the nine months ended January 28, 2023 .

Nine Months Ended

January 28, 2023 January 29, 2022

(in thousands) Amount As a Percent of Net Sales Dollar Change Percent Change Amount As a Percent of Net Sales

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$ 57,345 10.5 % $ 7,597 15.3 % $ 49,748 11.1 %

Contribution margin in the six months ended October 29, 2022 was impacted negatively by the previously discussed sales levels and impacts on gross profit, as well as a 19.3 percent increase in selling expenses in the first six months of fiscal 2023 compared to the prior year six-month period.

We have adjusted our sales and marketing activities and staffing levels to achieve current and expected future sales levels.

Our order volume is directly associated with our marketing and sales expenses.

Contribution margin in the nine months ended January 28, 2023 was impacted negatively primarily by the previously discussed increases in input costs and labor costs and supply chain disruptions on productivity as noted in the impacts on gross profit.

Selling expenses have increased as we have adjusted our sales and marketing activities and staffing levels to achieve current and expected future sales levels.

The following table reconciles non-GAAP contribution margin to GAAP operating loss:

Six Months Ended

October 29, 2022 October 30, 2021

Nine Months Ended

January 28, 2023 January 29, 2022

(in thousands) Amount As a Percent of Net Sales Dollar Change Percent Change Amount As a Percent of Net Sales

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Product design and development 21,655 4.0 372 1.7 21,283 4.7

Operating (loss) income $ (3,993) (1.1) % $ (14,038) (139.7) % $ 10,045 3.2 %

General and administrative expenses in the first six months of fiscal 2023 increased as compared to the same period one year ago primarily due to increases in personnel expense and approximately $1.0 million in professional fees related to shareholder engagement.

Product design and development expenses in the first six months of fiscal 2023 remained relatively flat as compared to the same period one year ago.

Decreased contribution margin and increased spend in general and administrative led to an operating loss for the first six months of fiscal 2023 compared to the prior year six-month period.

Goodwill impairment 4,576 0.8 4,576 — — —

Operating income $ 3,125 0.6 % $ (1,240) (28.4) % $ 4,365 1.0 %

General and administrative expenses in the first nine months of fiscal 2023 increased as compared to the same period one year ago primarily due to $2.1 million professional fees relating to legal, accounting and auditing services, and for other personnel related expenses.

Product design and development expenses in the first nine months of fiscal 2023 remained relatively flat as compared to the same period one year ago.

Increased revenue offset by lower margins led to higher operating income for the first nine months of fiscal 2023 compared to the prior year nine-month period.

We performed our annual goodwill impairment test and concluded that the carrying value of the International and Live Events reporting units exceeded their respective fair values.

Consequently, we recorded a $4.6 million non-cash goodwill impairment charge, which contributed to the increase in operating expenses.

Other Income and Expenses

Six Months Ended

October 29, 2022 October 30, 2021

Nine Months Ended

January 28, 2023 January 29, 2022

(in thousands) Amount As a Percent of Net Sales Dollar Change Percent Change Amount As a Percent of Net Sales

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Interest (expense) income, net:

The change in interest income and expense, net for the first six months of fiscal 2023 compared to the same period one year ago was primarily due to utilizing our line of credit during the 2023 first six months for our strategic investments in inventory.

The change in interest income and expense, net for the first nine months of fiscal 2023 compared to the same period one year ago was primarily due to utilizing our line of credit during the 2023 first nine months for our strategic investments in inventory.

Other expense, net:

The change in other expense, net for the first six months quarter of fiscal 2023 as compared to the same period one year ago was primarily due to losses recorded for equity method affiliates and foreign currency volatility.

We have recorded an effective tax rate of (247.3) percent for the six months ended October 29, 2022 as compared to 27.0 percent for the six months ended October 30, 2021.

The difference in tax rates is primarily driven by the requirement to record a full valuation allowance on net deferred tax assets during the quarter related to GAAP accounting for income taxes and related information.

The change in other expense, net for the first nine months quarter of fiscal 2023 as compared to the same period one year ago was primarily due to losses recorded for equity method affiliates and foreign currency volatility.

For the nine months ended January 28, 2023, our effective tax rate was significantly impacted by the recording of a full valuation allowance on deferred tax assets during the second quarter of fiscal 2023 related to GAAP accounting for income taxes and related information.

For the nine months ended January 29, 2022, our effective tax was 9.4 percent.

Basis of Presentation - Liquidity and Going Concern" of the Notes to our Condensed Consolidated Financial Statements included in this Report.

LIQUIDITY AND CAPITAL RESOURCES

Six Months Ended

(in thousands) October 29,

2022 October 30,

Nine Months Ended

(in thousands) January 28,

2023 January 29,

2022 Dollar Change

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Net decrease in cash, cash equivalents and restricted cash $ (7,278) $ (48,683) $ 41,405

Cash decreased by $10.9 million for the first six months of fiscal 2023 compared to a decrease of $18.8 million in the first six months of fiscal 2022.

The use of cash in the first six months of fiscal 2023 is primarily due to investments in inventory required to support the conversion of increased backlog and strong order bookings into sales and as a strategy to add stability to our manufacturing processes during this time of supply chain disruptions.

Cash decreased by $7.3 million for the first nine months of fiscal 2023 compared to a decrease of $48.7 million in the first nine months of fiscal 2022.

The use of cash in the first nine months of fiscal 2023 is primarily due to investments in inventory required to support the conversion of increased backlog and strong order bookings into sales and as a strategy to add stability to our manufacturing processes during this time of supply chain disruptions.

The decrease in cash was also due to investing in capital assets for increased capacity and automation and loans to affiliated entities.

We utilized our line of credit to support these uses of cash.

We utilized our line of credit financing to support these uses of cash.

Net cash used in operating activities:

Net cash used in operating activities was $21.9 million for the first six months of fiscal 2023 compared to net cash used in operating activities of $8.5 million in the first six months of fiscal 2022.

The difference between net cash used in operating activities in the first six months of fiscal 2023 compared to net cash used in operating activities in the first six months of fiscal 2022 was primarily the result of changes in net operating assets and liabilities and the result of having a net loss in the first six months of 2023 compared to net income in the first six months of 2022.

Net cash used in operating activities was $9.5 million for the first nine months of fiscal 2023 compared to net cash used in operating activities of $25.5 million in the first nine months of fiscal 2022.

The difference between net cash used in operating activities in the first nine months of fiscal 2023 compared to net cash used in operating activities in the first nine months of fiscal 2022 was primarily the result of changes in net operating assets and liabilities and the result of having a net loss in the first nine months of 2023 compared to net income in the first nine months of 2022.

The changes in net operating assets and liabilities consisted of the following:

Six Months Ended

2022 October 30,

Nine Months Ended

2023 January 29,

(Increase) decrease:

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Net cash used in investing activities:

Net cash used in investing activities totaled $15.2 million in the first six months of fiscal 2023 compared to net cash used in investing activities of $9.9 million in the first six months of fiscal 2022.

Purchases of property and equipment totaled $16.2 million in the first six months of fiscal 2023 compared to $4.5 million in the first six months of fiscal 2022.

Purchases of and loans to affiliates accounted for by the equity investment method totaled $2.9 million in the first six months of fiscal 2023 as compared to $6.1 m illion in the first six months of fiscal 2022.

Net cash used in investing activities totaled $20.9 million in the first nine months of fiscal 2023 compared to net cash used in investing activities of $19.9 million in the first nine months of fiscal 2022.

Purchases of property and equipment totaled $21.8 million in the first nine months of fiscal 2023 compared to $10.0 million in the first nine months of fiscal 2022.

Purchases of equity and loans to affiliates accounted for by the equity investment method totaled $3.2 million in the first nine months of fiscal 2023 as compared to $6.7 m illion in the first nine months of fiscal 2022.

Net cash provided by (used in) financing activities:

Net cash provided by financing activities was $26.3 million for the six months ended October 29, 2022 due to draws on our line of credit compared to cash use of $0.4 million for other investing activities in the first six months of fiscal 2022.

Net cash provided by financing activities was $23.5 million for the nine months ended January 28, 2023 due to draws on our line of credit compared to cash used by financing activities of $3.4 million for other investing activities in the first nine months of fiscal 2022.

Other Liquidity and Capital Resources Discussion:

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We believe the audiovisual industry fundamentals will drive long-term growth for our business;

however, for at least the remainder of fiscal 2023, we expect our customers will continue to have disruptions and may continue to reduce their spend on audiovisual systems and related services as they work through the economic and business implications of COVID-19, supply chain challenges, and emerging war and geopolitical situations.

Ongoing supply chain disruptions and inflationary challenges in materials, freight and personnel related costs have and will continue to cause volatility in our cash flow, pricing, order volumes, lead-times, competitiveness, revenue cycles, and production costs.

We believe it is likely these conditions will continue to have negative impacts in fiscal 2023.

however, our customers may reduce their spend on audiovisual systems and related services because of the impacts of global economic conditions, business implications of COVID-19, supply chain challenges, and war and geopolitical situations.

Resulting supply chain disruptions and inflationary challenges in materials, freight and personnel related costs are also likely to continue, yet have eased during this past quarter.

These conditions likely will continue to cause volatility in our cash flow, pricing, order volumes, lead-times, competitiveness, revenue cycles, and production costs.

We are proactively monitoring and adjusting our business operations for these factors.

To improve operations and cash flows, we have increased prices of our goods and services.

We have also increased investment in inventory levels to add production stability to our production processes to fulfill backlog, and are focused to reduce these levels as supply chains stabilize.

We have also increased investment in inventory levels to add production stability to our production processes to fulfill backlog, and we are focused on reducing these levels as supply chains stabilize.

We also continue to selectively invest in property and equipment to expand our capacity and add automation.

Our ability to fund inventory levels, operations and capital expenditures in the future will be dependent on our ability to generate cash flow from operations in these conditions, to maintain or improve margins, and to use funds from our credit facility.

Our credit facility expires in April 2025, and it requires us to comply with certain covenants.

$35.0 million of our credit facility expires in April 2025 and $10.0 million expires in May 2023, and it requires us to comply with certain covenants.

Although supply chain disruptions have started to ease and we expect our inventory levels to decline, we cannot be certain we will not experience future disruptions or need additional liquidity to fund inventory levels, operations, and capital expenditures.

We will need additional liquidity to meet our obligations as they come due in the 12 months following the date of this Report, and we cannot be assured that such liquidity will be available or the form of such liquidity, such as equity raises or debt financing.

We plan to obtain additional liquidity to meet our obligations as they come due in the 12 months following the date of this Report, and we cannot be assured that such liquidity will be available or the form of such liquidity, such as equity raises or debt financing.

Although we are in the process of obtaining additional liquidity through various means, including but not limited to obtaining financing secured by a mortgage on our facilities, a sales-leaseback transaction, leasing property and equipment, and continued focus on reducing working capital, these plans are not finalized and are subject to market conditions that are not within our control.

Basis of Presentation - Liquidity and Going Concern" of the Notes to our Condensed Consolidated Financial Statements included in this Report.

Working capital was $118.6 million and $103.9 million as of October 29, 2022 and April 30, 2022, respectively.

Working capital was $129.4 million and $103.9 million as of January 28, 2023 and April 30, 2022, respectively.

The changes in working capital, particularly changes in inventory, accounts payable, accounts receivable, contract assets and liabilities, are impacted by the sports market and construction seasonality.

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While these conditions continue, we plan to carry higher quantities of inventory and anticipate changes in the timing of payments from our customers as we work through different disruptions and fulfill our backlog.

We have a $35.0 million line of credit which expires in April 2025.

On October 31, 2022, we entered into an agreement to temporarily expand the line of credit by $10.0 million through January 31, 2023.

We had $26.4 million advanced on our line of credit and $6.9 million used to secure letters of credit as of October 29, 2022.

As of October 29, 2022, there was $11.7 million available to advance on the line of credit.

The credit agreement and amendments require us to be in compliance with certain financial ratios, including a covenant to maintain the ratio of interest-bearing debt to earnings before income taxes, depreciation, and amortization at less than 6.0 for the quarter ending October 29, 2022 and, beginning with the fiscal quarter ending January 28, 2023, to be less than 2.5.

A minimum fixed charge coverage ratio must be met of at least 2 to 1 at the end of any quarter during fiscal year 2023 and a ratio of at least 1.25 to 1 for the year end of fiscal 2023.

On December 09, 2022, we entered into the sixth amendment to our credit agreement.

The Amendment clarifies certain definitions related to the deferred tax asset valuation allowance and adds additional financial reporting requirements and negative covenants (refer to Note 7 to the Condensed Consolidated Financial Statements).

As of October 29, 2022, we were in compliance with these covenants.

Based on future projections, we expect to be in compliance with these covenants through the next year;

however, with the uncertainty and volatility in the supply chain and the sensitivity of the covenants, and current going concern condition, we cannot be certain.

If we violate a covenant and cannot obtain a waiver from the bank, we may need to seek additional debt or equity financing.

We had $7.1 million of retainage on long-term contracts included in receivables and contract assets as of October 29, 2022, which has an impact on our liquidity.

We have $35.0 million line of credit of which expires in April 2025.

On January 23, 2023, we entered into the seventh amendment (the "Amendment") to the credit facility to, among other things, increases the maturity of a $10.0 million portion of the line of credit through May 1, 2023.

We had $23.6 million advanced on our line of credit and $7.5 million used to secure letters of credit as of January 28, 2023.

As of January 28, 2023, there was $13.9 million available to advance on the line of credit.

The credit agreement and amendments require us to be in compliance with certain financial ratios, including a covenant to maintain the ratio of interest-bearing debt to earnings before income taxes, depreciation, and amortization at less than 4.0 for the fiscal quarter ending January 28, 2023, 3.50 for the fiscal quarter ending April 29, 2023, and 3.00 for each fiscal quarter thereafter.

A minimum fixed charge coverage ratio must be met of at least 1.50 to 1 for the fiscal quarter ending January 28, 2023, and at 1.25 for any fiscal quarter thereafter.

On January 23, 2023, we entered into the Amendment to our credit agreement.

The Amendment, among other things, extended the maturity of $10.0 million of the $45.0 million of the credit facility through May 1, 2023, increased the rate of interest to 3.35% plus the secured overnight financial rate, and revised certain definitions and covenants (refer to "Note 7.

Financing Agreements" to the Condensed Consolidated Financial Statements included in this Report).

As of January 28, 2023, we were in compliance with these covenants.

Based on future projections, we expect to be in compliance with these covenants through the next fiscal year;

however, with the uncertainty and volatility in the supply chain, the sensitivity of the covenants in the credit agreement, as amended, and our current going concern condition, we cannot be certain we will remain in compliance with the covenants.

If we violate a covenant and cannot obtain a waiver from the bank providing the credit facility, we would need to seek additional debt or equity financing.

We had $10.1 million of retainage on long-term contracts included in receivables and contract assets as of January 28, 2023, which has an impact on our liquidity.

We expect to collect these amounts within one year.

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If we are unable to complete the installation work, our customer would draw on the banking arrangement, and the bank would subrogate its loss to Daktronics' restricted cash accounts.

As of October 29, 2022, we had $0.6 million of such instruments outstanding.

We are sometimes required to obtain performance bonds for display installations, and we have a bonding line available through a surety company for an aggregate of $150.0 million in bonded work outstanding.

As of January 28, 2023, we had $0.6 million of such instruments outstanding.

We are sometimes required to obtain performance bonds for display installations;

we have a bonding line available through surety companies for an aggregate of $190.0 million in bonded work outstanding.

If we were unable to complete the installation work, and our customer would call upon the bond for payment, the surety company would subrogate its loss to Daktronics.

As of October 29, 2022, we had $72.8 million of bonded work outstanding against this line.

As of January 28, 2023, we had $63.3 million of bonded work outstanding.

Our business growth and profitability improvement strategies depend on investments in capital expenditures and strategic investments.

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We also evaluate and may make strategic investments in new technologies or in our affiliates or acquire companies aligned with our business strategy.

We committed to invest an additional $0.8 million over the next year in our current affiliates, which requires approvals under our credit agreement.

We are committed to invest an additional $1.3 million over the next fiscal year in our current affiliates, which required approval under our credit agreement.

We may repurchase shares of our common stock from time to time in open market purchases, private transactions or other transactions.

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and may be suspended or discontinued at any time.

During the three months ended October 29, 2022, we repurchased no shares of common stock.

During the three months ended January 28, 2023, we repurchased no shares of common stock.

Significant Accounting Policies and Estimates

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We are exposed to certain interest rate, foreign currency, and commodity risks as disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2022.

There have been no material changes in our exposure to these risks during the first six months of fiscal 2023.

There have been no material changes in our exposure to these risks during the first nine months of fiscal 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis