DAKTRONICS INC /SD/ 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Daktronics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Daktronics, Inc. and subsidiaries (the "Company") as of April 27, 2024 and April 29, 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended April 27, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 27, 2024 and April 29, 2023, and the results of its operations and its cash flows for each of the three years in the period ended April 27, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 27, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 26, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition – Uniquely Configured Contracts — Refer to Notes 1 and 2 to the financial statements Critical Audit Matter Description The Company recognizes revenue as its contractual performance obligations are satisfied, which may be at a point in time or over time. Certain of the Company’s contracts are for the delivery, installation, and integration of uniquely configured audio-visual communication systems. Revenue for these uniquely configured systems is recognized over time using the cost-to-cost input method. This input method requires management to make estimates of the costs that will ultimately be incurred at the completion of each contract. Revenue is recognized based on the transaction price and the percentage of cost incurred as of the balance sheet date in relation to the total estimated inputs at completion. 35 Table of Contents We identified revenue associated with uniquely configured contracts as a critical audit matter because of the significant judgments necessary for management to estimate total costs to be incurred to recognize revenue under these contracts. Changes in estimated costs could have a significant impact on the timing and amount of revenue recognized. This required an increased level of auditor judgment due to the complexity of uniquely configured contracts and extent of effort when performing audit procedures to audit management’s estimate of total costs and evaluating the reasonableness of the underlying estimates. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to estimates of total cost used to recognize revenue for uniquely configured contracts included the following, among others: • We tested the design and operating effectiveness of controls over uniquely configured contracts, including management’s controls over the estimates of total costs. • We selected a sample of uniquely configured contracts and performed the following: • Compared costs incurred to date to the costs management estimated to be incurred to date. • Evaluated management’s ability to achieve the estimates of total cost by performing corroborating inquiries with the Company’s project managers and engineers, and compared the estimates to management’s work plans, engineering specifications, and supplier contracts. • Confirmed contractual terms with third parties. • Tested the mathematical accuracy of management’s estimate of total costs. • We evaluated management’s ability to accurately estimate total costs by comparing actual costs to management’s historical estimates for uniquely configured contracts that have been fulfilled. /s/ Deloitte & Touche LLP Minneapolis, Minnesota June 26, 2024 We have served as the Company's auditor since 2017. 36 Table of Contents DAKTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) April 27, 2024 April 29, 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 81,299 $ 23,982 Restricted cash 379 708 Marketable securities — 534 Accounts receivable, net 117,186 109,979 Inventories 138,008 149,448 Contract assets 55,800 46,789 Current maturities of long-term receivables 298 1,215 Prepaid expenses and other current assets 8,531 9,676 Income tax receivables 448 326 Total current assets 401,949 342,657 Property and equipment, net 71,752 72,147 Long-term receivables, less current maturities 562 264 Goodwill 3,226 3,239 Intangibles, net 840 1,136 Debt issuance costs, net 2,530 3,866 Investment in affiliates and other assets 21,163 27,928 Deferred income taxes 25,862 16,867 TOTAL ASSETS $ 527,884 $ 468,104 37 Table of Contents DAKTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (continued) (in thousands, except per share data) April 27, 2024 April 29, 2023 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 1,500 $ — Accounts payable 60,757 67,522 Contract liabilities 65,524 91,549 Accrued expenses 43,028 36,005 Warranty obligations 16,540 12,228 Income taxes payable 4,947 2,859 Total current liabilities 192,296 210,163 Long-term warranty obligations 21,388 20,313 Long-term contract liabilities 16,342 13,096 Other long-term obligations 5,759 5,709 Long-term debt, net 53,164 17,750 Deferred income taxes 143 195 Total long-term liabilities 96,796 57,063 SHAREHOLDERS' EQUITY: Preferred Shares, no par value, authorized 50 shares; no shares issued and outstanding — — Common stock, no par value, authorized 115,000 shares; 48,121 and 47,396 shares issued as of April 27, 2024 and April 29, 2023, respectively 65,525 63,023 Additional paid-in capital 52,046 50,259 Retained earnings 138,031 103,410 Treasury stock, at cost, 1,907 shares as of April 27, 2024 and April 29, 2023, respectively ( 10,285 ) ( 10,285 ) Accumulated other comprehensive loss ( 6,525 ) ( 5,529 ) TOTAL SHAREHOLDERS' EQUITY 238,792 200,878 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 527,884 $ 468,104 See notes to consolidated financial statements. 38 Table of Contents DAKTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Net sales $ 818,083 $ 754,196 $ 610,970 Cost of sales 595,640 602,841 494,273 Gross profit 222,443 151,355 116,697 Operating expenses: Selling 56,954 56,655 51,075 General and administrative 42,632 38,747 32,563 Product design and development 35,742 29,989 29,013 Goodwill impairment — 4,576 — 135,328 129,967 112,651 Operating income 87,115 21,388 4,046 Nonoperating (expense) income: Interest (expense) income, net ( 3,418 ) ( 920 ) 171 Change in fair value of convertible note ( 16,550 ) — — Other expense and debt issuance costs write-off, net ( 13,096 ) ( 7,211 ) ( 3,109 ) Income before income taxes 54,051 13,257 1,108 Income tax expense 19,430 6,455 516 Net income $ 34,621 $ 6,802 $ 592 Weighted average shares outstanding: Basic 45,901 45,404 45,188 Diluted 46,543 45,521 45,326 Earnings per share: Basic $ 0.75 $ 0.15 $ 0.01 Diluted $ 0.74 $ 0.15 $ 0.01 See notes to consolidated financial statements. 39 Table of Contents DAKTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Net income $ 34,621 $ 6,802 $ 592 Other comprehensive income (loss): Cumulative translation adjustments ( 1,020 ) ( 616 ) ( 2,556 ) Unrealized gain (loss) on available-for-sale securities, net of tax 24 12 ( 34 ) Total other comprehensive (loss), net of tax ( 996 ) ( 604 ) ( 2,590 ) Comprehensive income (loss) $ 33,625 $ 6,198 $ ( 1,998 ) See notes to consolidated financial statements. 40 Table of Contents DAKTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands) Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Number Amount Number Amount Balance as of May 1, 2021: 46,264 $ 60,575 $ 46,595 $ 96,016 ( 1,297 ) $ ( 7,297 ) $ ( 2,335 ) $ 193,554 Net income — — — 592 — — — 592 Cumulative translation adjustments — — — — — — ( 2,556 ) ( 2,556 ) Unrealized (loss) on available-for-sale securities, net of tax — — — — — — ( 34 ) ( 34 ) Share-based compensation — — 1,973 — — — — 1,973 Exercise of stock options 2 8 — — — — — 8 Shares withheld for taxes on Restricted Stock Unit issuances ( 33 ) — ( 200 ) — — — — ( 200 ) Common stock issued upon vesting of Restricted Stock Units 190 — — — — — — — Employee savings plan activity 310 1,211 — — — — — 1,211 Treasury stock reissued — — 4 — 31 196 — 200 Treasury stock purchase — — — — ( 641 ) ( 3,184 ) — ( 3,184 ) Balance as of April 30, 2022: 46,733 61,794 48,372 96,608 ( 1,907 ) ( 10,285 ) ( 4,925 ) 191,564 Net income — — — 6,802 — — — 6,802 Cumulative translation adjustments — — — — — — ( 616 ) ( 616 ) Unrealized gain on available-for-sale securities, net of tax — — — — — — 12 12 Share-based compensation — — 2,027 — — — — 2,027 Exercise of stock options 5 21 — — — — — 21 Shares withheld for taxes on Restricted Stock Unit issuances ( 33 ) — ( 140 ) — — — — ( 140 ) Common stock issued upon vesting of Restricted Stock Units 267 — — — — — — — Employee savings plan activity 424 1,208 — — — — — 1,208 Balance as of April 29, 2023: 47,396 63,023 50,259 103,410 ( 1,907 ) ( 10,285 ) ( 5,529 ) 200,878 Net income — — — 34,621 — — — 34,621 Cumulative translation adjustments — — — — — — ( 1,020 ) ( 1,020 ) Unrealized gain on available-for-sale securities, net of tax — — — — — — 24 24 Share-based compensation — — 2,090 — — — — 2,090 Exercise of stock options 219 1,302 — — — — — 1,302 Shares withheld for taxes on Restricted Stock Unit issuances ( 37 ) — ( 303 ) — — — — ( 303 ) Common stock issued upon vesting of Restricted Stock Units 188 — — — — — — — Employee savings plan activity 355 1,200 — — — — — 1,200 Balance as of April 27, 2024: 48,121 $ 65,525 $ 52,046 $ 138,031 ( 1,907 ) $ ( 10,285 ) $ ( 6,525 ) $ 238,792 See notes to consolidated financial statements. 41 Table of Contents DAKTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended April 27, 2024 April 29, 2023 April 30, 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 34,621 $ 6,802 $ 592 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 19,291 16,993 15,394 Loss (gain) on sale of property, equipment and other assets 44 ( 691 ) ( 743 ) Share-based compensation 2,090 2,027 1,973 Equity in loss of affiliates 3,764 3,332 2,970 Provision (recovery) for doubtful accounts, net 373 1,009 ( 286 ) Deferred income taxes, net ( 9,069 ) ( 3,633 ) ( 1,555 ) Non-cash impairment charges 6,359 9,049 — Change in fair value of convertible note 16,550 — — Debt issuance costs write-off 3,353 — — Change in operating assets and liabilities ( 14,135 ) ( 19,864 ) ( 45,380 ) Net cash provided by (used in) operating activities 63,241 15,024 ( 27,035 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 16,980 ) ( 25,385 ) ( 20,376 ) Proceeds from sales of property, equipment and other assets 174 822 885 Purchases of marketable securities — — ( 4,045 ) Proceeds from sales or maturities of marketable securities 550 3,490 — Purchases of equity and loans to equity investees ( 5,050 ) ( 4,315 ) ( 7,848 ) Net cash used in investing activities ( 21,306 ) ( 25,388 ) ( 31,384 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on notes payable 41,172 378,694 46,801 Payments on notes payable ( 19,434 ) ( 360,944 ) ( 46,801 ) Debt issuance costs ( 7,205 ) ( 991 ) — Borrowings on long-term obligations — 1,233 — Principal payments on long-term obligations ( 410 ) ( 305 ) ( 200 ) Payments for common shares repurchased — — ( 3,184 ) Proceeds from exercise of stock options 1,302 21 8 Tax payments related to RSU issuances ( 303 ) ( 140 ) ( 200 ) Net cash provided by (used in) financing activities 15,122 17,568 ( 3,576 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 69 ) ( 522 ) ( 399 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 56,988 6,682 ( 62,394 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH: Beginning of period 24,690 18,008 80,402 End of period $ 81,678 $ 24,690 $ 18,008 See notes to consolidated financial statements. 42 Table of Contents NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) Note 1. Nature of Business and Summary of Significant Accounting Policies Nature of business : Daktronics, Inc. and its subsidiaries are engaged principally in the design, market, and manufacture of a wide range of integrated electronic display systems and related products which are sold in a variety of markets throughout the world and the rendering of related maintenance and professional services. Our products are designed primarily to inform and entertain people through the communication of content. Fiscal year : We operate on a 52- or 53-week fiscal year, with our fiscal year ending on the Saturday closest to April 30 of each year. When April 30 falls on a Wednesday, the fiscal year ends on the preceding Saturday. Within each fiscal year, each quarter is comprised of a 13-week periods following the beginning of each fiscal year. In each 53-week year, an additional week is added to the first quarter, and each of the last three quarters is comprised of a 13-week period. The fiscal years ended April 27, 2024, April 29, 2023 and April 30, 2022 contained operating results for 52 weeks. Principles of consolidation : The consolidated financial statements include Daktronics, Inc. and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. We have a variable interest in a business where we have elected to follow the proportionate consolidation method because certain criteria were met under Accounting Standards Codification ("ASC") 810, Consolidations . We have arrangements we concluded were a variable interest entity and accounted for them under the proportionate consolidation method. These arrangements had an aggregate amount of contract assets, contract liabilities and gross profit of $ 1,955 , $ 38 and $ 2,761 , respectively, as of and for the year ended April 27, 2024. As of April 29, 2023, the aggregate amount of contract assets and gross profit was $ 5,223 and $ 2,748 , respectively. Investments in affiliates : We consolidate entities in which we have a controlling financial interest by first considering if an entity meets the definition of a variable interest entity ("VIE") for which we are deemed to be the primary beneficiary, or if we have the power to control an entity through a majority of voting interest or through other arrangements. Variable Interest Entities: A VIE is an entity (i) that lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; (ii) whose equity holders lack the characteristics of a controlling financial interest; and/or (iii) that is established with non-substantive voting rights. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the VIE. This assessment may involve subjectivity in the determination of which activities most significantly affect the VIE’s performance and making estimates about the current and future fair value of the assets held by the VIE and the financial performance of the VIE. In assessing the Company's interests in a VIE, we also consider interests held by its related parties, including de facto agents. Additionally, we assess whether it is a member of a related party group that collectively meets the power and benefits criteria and, if so, whether we are most closely associated with the VIE. In performing the related party analysis, we consider both qualitative and quantitative factors including, but not limited to: the characteristics and size of its investment relative to the related party; our and the related party's ability to control or significantly influence key decisions of the VIE, including consideration of involvement by de facto agents; the obligation or likelihood for us or the related party to fund operating losses of the VIE; and the similarity and significance of the VIE’s business activities to those of us and the related party. The determination of whether an entity is a VIE and whether we are the primary beneficiary may involve significant judgment and depends upon facts and circumstances specific to an entity at the time of the assessment. Upon occurrence of certain events such as changes to the entity's legal formation or equity at risk, we reassess whether changes in facts and circumstances cause a change in the status of an entity as a VIE or voting interest entity, and/or a change in our consolidation assessment. Changes in consolidation status are applied prospectively. An entity may be consolidated as a result of this reassessment, in which case the assets, liabilities and noncontrolling interest in the entity are recorded at fair value upon initial consolidation. Any existing equity interest held by us in the entity prior to us obtaining control will be remeasured at fair value, which may result in a gain or loss recognized upon initial consolidation. However, if the consolidation represents an asset acquisition of a voting interest entity, our existing interest in the acquired assets, if any, is not remeasured to fair value but continues to be carried at historical cost. We may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of the deconsolidated assets and liabilities compared to the fair value of any interests retained. 43 Table of Contents We use the equity method to account for investments in companies if our investment provides us with the ability to exercise significant influence over operating and financial policies of the investee. Our consolidated net income includes our Company's proportionate share of the net income or loss of these companies. Our judgment regarding the level of influence over each equity method investee includes considering key factors such as our ownership interest, representation on the board of directors, participation in policy-making decisions, other commercial arrangements and material intercompany transactions. We evaluated the nature of our investment in affiliates of Xdisplay TM ("XDC"), which is developing micro-LED mass transfer expertise and technologies, and Miortech (dba Etulipa), which is developing low power outdoor electrowetting technology. Our ownership in Miortech was 55.9 percent and in XDC was 16.4 percent as of April 27, 2024. The aggregate amount of our investments accounted for under the equity method was $ 1,813 and $ 11,934 as of April 27, 2024 and April 29, 2023, respectively. We determined both entities are a VIE, and based on management's analysis, we determined that Daktronics is not the primary beneficiary because the power criterion was not met; therefore, the investments in Miortech and XDC are accounted for under the equity method. Our consolidated net income includes our Company's proportionate share of the net income or loss of each affiliates. Our proportional share of the respective affiliates' earnings or losses is included in the "Other expense and debt issuance costs write-off, net" line item in our consolidated statements of operations. For the fiscal years 2024, 2023 and 2022, our share of the losses of our affiliates was $ 3,764 , $ 3,332 and $ 2,970 , respectively. We review our investments in affiliates for impairment indicators. In fiscal years 2024 and 2023, we concluded there was an other-than-temporary impairment of our investment in Miortech and recorded an impairment loss of $ 1,392 and $ 4,473 , respectively, to reflect the investment at fair market value (level 3). In fiscal year 2024, we concluded there was other-than-temporary impairment of our investment in XDC and recorded an impairment loss of $ 4,967 , to reflect the investment at fair market value (level 3). We purchased services for research and development activities from our equity method investees. The total of these related party transactions for fiscal years 2024, 2023 and 2022 was $ 577 , $ 672 , and $ 1,520 , respectively, which is included in the "Product design and development" line item in our consolidated statements of operations, and as of April 27, 2024 and April 29, 2023, $ 146 and $ 52 , respectively, remains unpaid and is included in the "Accounts payable " line item in our consolidated balance sheet. Summarized financial information for equity method investments consist of the following: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Balance sheet data: Current assets $ 4,035 $ 5,504 $ 6,672 Non-current assets 5,077 3,312 4,491 Current liabilities 33,672 25,298 13,938 Non-current liabilities 2,151 721 1,738 Income statement data: Net loss $ ( 13,609 ) $ ( 16,932 ) $ ( 11,928 ) Loans to affiliates. We also have advanced our affiliates convertible and promissory notes (collectively, the "Affiliate Notes"). We advanced $ 5,050 and $ 4,315 in fiscal 2024 and in fiscal 2023, respectively. The total amount of Affiliate Notes was $ 14,241 and $ 8,789 as of April 27, 2024 and April 29, 2023, respectively. The balances of Affiliate Notes are included in the "Investments in affiliates and other assets" line item in our consolidated balance sheets. We evaluate the Affiliate Notes for impairment and credit losses. As of April 27, 2024 and April 29, 2023, no provision for losses were recorded as management's analysis concluded the Affiliate Notes were collectable or realizable based on the rights of these instruments and related valuation of each affiliate. The Affiliate Notes balance combined with the investment in affiliates balance totaled $ 16,054 and $ 20,723 as of April 27, 2024 and April 29, 2023. We are committed to invest an additional $ 500 in fiscal 2025 in our current affiliates. Use of estimates : The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions affecting the reported 44 Table of Contents amounts of assets and liabilities; the disclosure of contingent assets and liabilities at the date of the financial statements; the reported amounts of revenues and expenses during the reporting period; and our ability to continue as a going concern. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ 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 uniquely configured contracts and estimated costs to be incurred for product warranties, income taxes, and valuation of investment in and advances to affiliates. Estimation processes are also used in inventory valuation and for determining the allowance for credit losses, share-based compensation, goodwill impairment, value of long-term assets, and extended warranty and product maintenance agreements. Changes in estimates are reflected in the periods in which they become known. Cash and cash equivalents : All highly liquid investments with maturities of three months or less at the date of purchase are considered to be cash equivalents and consist primarily of government repurchase agreements, savings accounts and money market accounts that are carried at cost, which approximates fair value. We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We have not experienced any losses in such accounts. Restricted cash : Restricted cash consists of cash and cash equivalents held in bank deposit accounts to secure certain issuances of foreign bank guarantees. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the totals of the same amounts shown in the consolidated statements of cash flows. April 27, 2024 April 29, 2023 April 30, 2022 Cash and cash equivalents $ 81,299 $ 23,982 $ 17,143 Restricted cash 379 708 865 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 81,678 $ 24,690 $ 18,008 We have foreign currency cash accounts to operate our global business. These accounts are impacted by changes in foreign currency rates. Of our $ 81,299 in cash and cash equivalents balances as of April 27, 2024, $ 67,830 was denominated in United States dollars, of which $ 275 was held by our foreign subsidiaries. As of April 27, 2024, we had an additional $ 13,469 in cash balances denominated in foreign currencies, of which $ 8,029 was maintained in accounts of our foreign subsidiaries. Inventories: In accordance with ASC 330 , Inventory, our inventories are stated at the lower of cost (first-in, first-out method) and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is measured as the price of the components and allocated expenses for production or betterment of the inventory item are applied to the purchase cost of the raw materials. When we estimate net realizable value to be lower than cost, any necessary adjustments are charged to cost of sales in that period. In determining net realizable value, we review various factors such as current inventory levels, forecasted demand, costs of completion, and technological obsolescence. Allowance for credit losses: We make estimates regarding the collectability of our accounts receivable, long-term receivables, contract assets and other receivables. In evaluating the adequacy of our allowance for credit losses, we analyze specific balances, customer creditworthiness, changes in customer payment cycles, and current economic trends. If the financial condition of any customer were to deteriorate, resulting in an impairment of its ability to make payments, additional allowances may be required. In addition, in accordance with ASC 326, Financial Instruments - Credit Losses , an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make required payments (current expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. We charge off receivables at such time it is determined collection will not occur against the allowance for credit losses. 45 Table of Contents Revenue recognition: Our accounting policies and estimates are in accordance with ASC 606 , Revenue from Contracts with Customers, and are as follows: Contracts are identified and follow the revenue recognition policies when all of the following occur: we have evidence that all parties to the contract have approved the contract and are committed to perform their respective obligations, we can identify each party’s rights regarding the goods or services to be transferred, we can identify the payment terms for the goods or services to be transferred, the contract has commercial substance, and it is probable we will collect substantially all of the consideration to which we would be entitled in exchange for the goods or services. Pre-contract costs are generally expensed as incurred, unless they are directly associated with an anticipated contract and recoverability from that contract is probable. Pre-contract costs directly associated with anticipated contracts expected to be recoverable include $ 384 and $ 860 as of April 27, 2024 and April 29, 2023, respectively. These are included in the "Inventories" line item in our consolidated balance sheets. At contract inception, we identify performance obligations by reviewing the agreement for material distinct goods and services. Goods and services are distinct when the customer can benefit from them on its own and our promises to transfer these items are identifiable from other promises within the contract. When we are contracted to provide a single promise (an integrated system), we often treat it as a single performance obligation if we are providing goods and services with the same pattern of transfer that are highly integrated or interdependent, that are modified or customized by other goods or services promised, or that provide a combined outcome for which the customer has contracted. When less interdependency or integration is necessary, or when the customer can benefit from distinct items, we separate the contract into multiple performance obligations. We account for extended warranties and other services ("service-type warranties") that represent a distinct service as a separate performance obligation. Our contracts can contain multiple components of transaction price. We evaluate each contract for these components and include fixed consideration, variable consideration, financing components, and non-cash consideration and exclude consideration payable to a customer and sales taxes in the transaction price. When we are responsible for site installations which include subcontracted work, we maintain the contractual responsibilities and risks and include the consideration for these services in the transaction price. When our contract contains variable consideration, including return rights, discounts, claims, unpriced change orders, and liquidated damages, we estimate the transaction price using the expected value (i.e., the sum of the probability-weighted amount) or the most likely amount method, whichever is expected to better predict revenue for that contract situation. We also constrain the revenue to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We consider the following factors in determining revenue associated with variable consideration: (a) the contract or other evidence providing the legal basis, (b) additional costs caused by unforeseen circumstances, (c) evidence supporting the claim, and (d) historical evidence and patterns of customers. We adjust the contract price for the effects of a significant financing component if we expect, at contract inception, that the period between when we transfer goods and services to a customer will exceed one year from the time the customer pays and represents financing. If the payment structures exceed a year but are structured to account for risks with a contract or correspond to payments on milestones or are scheduled for performance, we do not adjust the contract price for a financing component. See "Note 6 . Accounts Receivable, net" for amounts recorded in long-term receivables. When separate performance obligations are identified, we allocate the transaction price to the individual performance obligations based on the best method we judge to be a faithful depiction of the value of each performance obligation. Many of our contracts are bundled, and we do not have separate selling prices for each performance obligation; therefore, for these contracts, we primarily use the cost plus a margin approach to allocate the relative transaction price to identified performance obligations, as it is the best representative of our pricing methods. Estimated contract revenues and costs include management’s latest estimate using significant judgments with respect to the complexity of the scope and duration of a particular contract, project to-date performance and conditions, knowledge of any stated or expected project dispute or other claim, and market conditions for input costs. Unanticipated costs that exceed our original estimates may not be recoverable under fixed price contracts. Changes in costs may occur as a result of several factors including, but not limited to, the cost, shortages or non-availability of materials or labor; unanticipated technical problems; required project modifications not initiated by the customer; suppliers’ or subcontractors’ failure to perform or delay in performing their obligations; logistics disruptions or delays; and capacity constraints. Contingencies for unknown or uncertain cost estimates may be utilized based on the complexity of scope and duration of a project and are relieved when conditions resolve. We evaluate changes in estimates on a contract-by-contract basis, and estimates are made when the revisions are probable and reasonably estimable. Provisions of estimated losses on uncompleted contracts are made in 46 Table of Contents the period when such losses are capable of being estimated. The cumulative catch-up method is used to account for revisions in estimates. Revenue is recognized when we satisfy a performance obligation. We receive payments from customers based on a billing schedule as established in our contracts. Billing schedules include down payments and progress billings over time; set milestone payments that are specific to the project are scheduled for performance-based payments or are set time-based payment(s). Variability in contract assets and contract liabilities relates to the timing of billings and revenue recognition, which can vary significantly depending on contractual payment terms, build and installation schedules, and the related timing differences in transfer of control. Balances are also impacted by the seasonality in our business. Significant judgments and estimates are used in applying our revenue policies. In order to assure appropriate and consistent revenue recognition, we regularly evaluate available project related information and update estimates accordingly. We maintain internal policies and procedures to provide guidance for those involved in recording revenue. We monitor for changes in our business sales practices and customer interactions to capture the appropriate types of performance obligations and adjust for any change in control terms and conditions. Our material performance obligation types include: Unique configuration contracts : audio-visual communication systems uniquely configured (custom) or integrated for a customer's particular location and system configuration may include all or a combination of the following: engineering services, project management services, video display(s), control solution(s), installation and integration services, scoring and messaging equipment, training, other on-site services, spare parts, software licenses, and assurance-type warranties. We may have multiple performance obligations in these types of contracts; however, a majority are treated as a combined single performance obligation. In our judgment, this accounting treatment is most appropriate because the substantial part of our promise to customers is to provide significant integration services and incorporate individual goods and services into a combined output or system. Often times, the system is customized or significantly modified to the customer's desired configurations and location, and the interrelated goods and services provide utility to the customer as a package. Revenue for uniquely configured (custom) or integrated systems is recognized over time using the cost-to-cost input method by comparing cumulative costs incurred to the total estimated costs and applying that percentage of completion to the transaction price to recognize revenue. Over time revenue recognition is appropriate because we have no alternative use for the uniquely configured system and have an enforceable right to payment for work performed, including a reasonable profit margin. The cost-to-cost input method measures costs incurred to date compared to estimated total costs for each contract. This method is the most faithful depiction of our performance because it measures the value of the contract transferred to the customer. Costs to perform the contract include direct and indirect costs for contract design, production, integration, installation, and assurance-type warranty reserve. Direct costs include materials and components; manufacturing, project management and engineering labor; and subcontracting expenses. Indirect costs include allocated charges for such items as facilities and equipment depreciation and general overhead. Provisions of estimated losses on uncompleted contracts are made in the period when such losses are capable of being estimated. Contract modifications to existing contracts with customers are evaluated in accordance with the five-step revenue model. We treat contract modifications as a separate contract and new performance obligations when the additional goods or services are distinct and do not add to the unique configuration or are outside the integrated system and when the consideration reflects standalone selling prices. If the additional goods or services offered under the modification enhance the uniquely configured or integrated systems, revenue is allocated to the existing contracts' performance obligation. Modifications may cause changes in the timing of revenue recognition depending on the allocation to various performance obligations. The time between contract order and project completion is typically less than 12 months but may extend longer depending on the amount of custom work and customers’ delivery needs. Limited configuration (standard systems) and after-sale parts contracts : Limited configuration (standard systems) or after-sale parts contracts with limited or no configuration or limited integration are recognized as distinct individual performance obligations when material. When not distinct, we combine into one performance 47 Table of Contents obligation the goods and/or services until the bundle of goods or services is distinct. For standard display purchases made in large quantities, we account for each piece of equipment separately as a distinct performance obligation from which a customer derives benefit. Immaterial goods or services in the context of the contract are included with the display system performance obligation. Standard systems and equipment with limited configurations or integrations may include all or a combination (when immaterial) of the following performance obligations: engineering services, project management services, video display(s), control solution(s), installation and integration services, scoring, messaging and audio equipment, training, spare parts, software licenses, assurance-type warranties, and after-sale parts. Revenue is recognized at a point in time when control passes, or over time as services are performed or control passes. When fulfilling limited configuration performance obligations, we are typically able to redirect the video displays or scoring, messaging, or audio equipment to another customer without incurring significant economic losses. Therefore, we have an alternative use for the performance obligation and recognize revenue upon our substantial completion and at the point in time we estimate control has transferred to the customer. When limited configured single performance obligations are more service-type (i.e., installation and integration services), we recognize revenue over time using the cost-to-cost input method, by comparing cumulative costs incurred to the total estimated costs, and applying that percentage of completion to the transaction price to recognize revenue. We believe the cost-to-cost input method is the most faithful depiction of the customer obtaining control and benefits from the work performed. Services and other : Services sold on a stand-alone basis or after the initial system sale include performance obligations such as event support, control room design, on-site training, equipment service, service-type warranties, technical support, software sold as a service, and other immaterial revenue streams. These are contracted with a customer generally per service event or service type on a stand-alone basis. Services, service type warranties, and other are recognized as net sales when the services are performed, and control is transferred to the customer at a point in time when title or control passes or over time as services are performed and for time-based "stand ready to perform" type obligations. We use professional judgment to determine control transfer. If we have the right to consideration from a customer that directly corresponds with the value of our performance (where we bill a fixed amount for each hour of service provided), we recognize revenue related to the work completed. Software: Revenues from software license fees on sales, other than uniquely configured type contracts, are recognized when delivery of the product has occurred. Subscription-based licenses include the right for a customer to use our licenses and receive related support for a specified term, and revenue is recognized pro-rata over the term of the agreement. Shipping and handling costs: Shipping and handling costs collected from our customers in connection with our sales are recorded as a component of net sales. We record shipping and handling costs as a component of cost of sales at the time the product is shipped. Warranty: We offer a standard parts coverage warranty for periods varying from one to five years for most of our products. We also offer additional types of warranties to include on-site labor, routine maintenance and event support. The terms of warranties on some installations can vary from one to 10 years. The specific terms and conditions of these warranties vary primarily depending on the type of product sold. We estimate the costs which may be incurred under the contractual warranty obligations (assurance type warranty) and record a liability in the amount of such estimated costs at the time the revenue is recognized. Factors affecting our estimate of the cost of our warranty obligations include historical experience and expectations of future conditions. We continually assess the adequacy of our recorded warranty accruals and, to the extent we experience any changes in warranty claim activity or costs associated with servicing those claims, our accrued warranty obligation is adjusted accordingly. For service-type warranty contracts, we allocate revenue to this performance obligation, recognize the revenue over time, and recognize costs as incurred. 48 Table of Contents Property and equipment : In accordance with ASC 360, Property, Plant, and Equipment, property and equipment are stated at cost and depreciated principally on the straight-line method over the following estimated useful lives: Years Buildings and improvements 5 - 40 Machinery and equipment 5 - 7 Office furniture and equipment 3 - 5 Computer software and hardware 3 - 5 Equipment held for rental 2 - 7 Demonstration equipment 3 - 5 Transportation equipment 5 - 7 Leasehold improvements are depreciated over the lesser of the useful life of the asset or the term of the lease. Impairment of Long-Lived Assets : In accordance with ASC 360, Property, Plant, and Equipment , we assess long-lived tangible assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. When evaluating long-lived assets for potential impairment, we first compare the carrying value of the asset to the asset's estimated future cash flows (undiscounted and without interest charges). If the estimated future cash flows are less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to the asset's estimated fair value. We recognize an impairment loss if the amount of the asset's carrying value exceeds the asset's estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows. Goodwill and Other Intangible Assets : We account for goodwill and other intangible assets with indefinite lives in accordance with ASC 350 , Intangibles - Goodwill and Other. Under these provisions, goodwill is not amortized but is tested for impairment on at least an annual basis. Impairment testing is required more often than annually if an event or circumstance indicates an impairment or a decline in value may have occurred. A qualitative assessment may be used to first determine whether it is "more likely than not" that the fair value of a reporting unit is less its carrying value. Based on this assessment, if it is determined that is more likely than not that impairment has occurred, a quantitative analysis will be performed. The quantitative assessment uses an income approach to estimate the fair value of each reporting unit. The income approach is based on the projected cash flows, which are discounted to their present value using discount rates which consider the timing and risk of the forecasted cash flows. Fair value is estimated using internally developed forecasts and assumptions and takes into account management plans, business trends, and market and economic conditions. If the quantitative assessment of goodwill impairment fails, an impairment loss equal to the amount that a reporting unit's carrying value exceeds its fair value will be recognized. Foreign currency translation : We follow the provisions of ASC 830, Foreign Currency Matters. Our foreign subsidiaries use the local currency of their respective countries as their functional currency. The assets and liabilities of foreign operations are translated at the exchange rates in effect at the balance sheet date. The operating results of foreign operations are translated at weighted average exchange rates. The related translation gains or losses are reported as a separate component of shareholders’ equity in accumulated other comprehensive loss. Income taxes : We account for income taxes in accordance with ASC 740 , Income Taxes . We record a tax provision for anticipated tax consequences of the reported results of operations. Deferred tax assets and liabilities are measured using currently enacted tax rates and statutory tax rates applicable to the years in which we expect these temporary differences will affect taxable income. These assets and liabilities are analyzed regularly, and we assess the likelihood that deferred tax assets will be recoverable from future taxable income. When necessary, a valuation allowance is established if it is more 49 Table of Contents likely than not the deferred tax asset will not be realized. We report the net deferred tax asset and liability as a long-term asset or liability. Net deferred assets or liabilities are calculated by combining them based on their jurisdiction. In addition, because we operate in multiple income tax jurisdictions both within the United States and internationally, the calculation of tax liabilities involves judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition and operating results. See "Note 12. Income Taxes" for further information. Self-Insurance : Generally, we self-insure a portion of health insurance, product liability claims, and workers' compensation. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported. We use historical expense trend information and claim information or third-party administrators and actuaries who use historical claims experience and various state statutes to assist in the determination of the accrued liability balance. We self-insure our health insurance benefit and maintain an excess liability insurance policy with outside insurance carriers to minimize the risks related to catastrophic claims in excess $ 250 per occurrence for health insurance and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on operating results. Balances are included within accrued expenses on the consolidated balance sheets. Comprehensive income (loss) : We follow the provisions of ASC 220 , Reporting Comprehensive Income , which establishes standards for reporting and displaying comprehensive income (loss) and its components, and disclose these components in the consolidated statements of comprehensive income. Comprehensive income (loss) 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 (loss) represents net income adjusted for cumulative foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. The foreign currency translation adjustment included in the comprehensive income (loss) calculation has not been tax affected, as the investments in foreign affiliates are deemed to be permanent. Product design and development : We follow the provisions of ASC 730, Research and Development , which states all expenses related to product design and development are charged to operations as incurred. Our product design and development activities include the enhancement of existing products and technologies and the development of new products and technologies. Earnings per share (“EPS”) : We follow the provisions of ASC 260 , Earnings Per Share, where basic EPS is computed by dividing income attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution which may occur if securities or other obligations to issue common stock were exercised or converted into shares of common stock or resulted in the issuance of shares of common stock which share in our earnings. 50 Table of Contents The following is a reconciliation of the net income and common share amounts used in the calculation of basic and diluted EPS for the fiscal years ended April 27, 2024, April 29, 2023 and April 30, 2022: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Earnings per share - basic Net income $ 34,621 $ 6,802 $ 592 Weighted average shares outstanding 45,901 45,404 45,188 Basic earnings per share $ 0.75 $ 0.15 $ 0.01 Earnings per share - diluted Net income $ 34,621 $ 6,802 $ 592 Diluted net income $ 34,621 $ 6,802 $ 592 Weighted average common shares outstanding 45,901 45,404 45,188 Dilution associated with stock compensation plans 642 117 138 Dilution associated with convertible note — — — Weighted average common shares outstanding, assuming dilution 46,543 45,521 45,326 Diluted earnings per share $ 0.74 $ 0.15 $ 0.01 Options outstanding to purchase 675 , 2,084 and 1,846 shares of common stock with a weighted average exercise price of $ 10.29 , $ 7.47 and $ 9.15 for the fiscal years ended April 27, 2024, April 29, 2023 and April 30, 2022, respectively, were not included in the computation of diluted EPS because the effects would be anti-dilutive. During the fiscal year ended April 27, 2024, shares of common stock issuable upon conversion of the secured convertible note in the original principal amount of $ 25,000 due on May 11, 2027 (the "Convertible Note") were not included in the computation of diluted EPS, as the effect would be anti-dilutive. For the fiscal year ended April 27, 2024, 3,915 potential common shares related to the Convertible Note were excluded from the calculation of diluted EPS. Share-based compensation : We account for share-based compensation in accordance with ASC 718 , Compensation-Stock Compensation. Under the fair value recognition provisions of ASC 718, we measure share-based compensation cost at the grant date based on the fair value of the award and recognize the compensation expense over the requisite service period, which is the vesting period. See "Note 10. Shareholders' Equity and Share-Based Compensation" for additional information and the assumptions we use to calculate the fair value of share-based employee compensation. Recent Accounting Pronouncements Accounting Standards Adopted In August 2020, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplified the accounting for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 (1) simplified the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options , that required entities to account for beneficial conversion features and cash conversion features in equity separately from the host convertible debt or preferred stock; (2) revised the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity by removing certain criteria required for equity classification; and (3) revised the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted EPS for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 was effective for 51 Table of Contents fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption was permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 was effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. In the first quarter of fiscal 2024, we adopted ASU 2020-06 with no material impact to the consolidated financial statements. On May 11, 2023, we borrowed $ 25,000 in aggregate principal amount evidenced by the secured Convertible Note due May 11, 2027. See "Note 7. Financing Agreements" for further information on the Convertible Note. Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires enhanced disclosures about significant segment expenses. The Company is required to adopt ASU 2023-07 for its annual reporting in fiscal year 2025 and for interim period reporting beginning in the first quarter of fiscal year 2026 on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact of ASU 2023-07 on our segment disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires the disclosure of specified additional information in its income tax rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require disaggregation of income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company is required to adopt this guidance for its annual reporting in fiscal year 2026 on a prospective basis. Early adoption and retroactive application are permitted. We are currently evaluating the impact of ASU 2023-09 on our income tax disclosures. Note 2 . Revenue Recognition Disaggregation of revenue In accordance with ASC 606-10-50, we disaggregate revenue from contracts with customers by the type of performance obligation and the timing of revenue recognition. We determine that disaggregating revenue in these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors and to enable users of financial statements to understand the relationship to each reportable segment. The following table presents our disaggregation of revenue by segments: Fiscal Year 2024 Commercial Live Events High School Park and Recreation Transportation International Total Type of performance obligation Unique configuration $ 32,914 $ 269,184 $ 38,819 $ 52,142 $ 29,562 $ 422,621 Limited configuration 109,458 41,805 124,113 27,913 24,164 327,453 Service and other 19,254 27,519 7,417 5,335 8,484 68,009 $ 161,626 $ 338,508 $ 170,349 $ 85,390 $ 62,210 $ 818,083 Timing of revenue recognition Goods/services transferred at a point in time $ 115,836 $ 48,899 $ 121,175 $ 30,866 $ 27,049 $ 343,825 Goods/services transferred over time 45,790 289,609 49,174 54,524 35,161 474,258 $ 161,626 $ 338,508 $ 170,349 $ 85,390 $ 62,210 $ 818,083 52 Table of Contents Fiscal Year 2023 Commercial Live Events High School Park and Recreation Transportation International Total Type of performance obligation Unique configuration $ 25,821 $ 223,560 $ 22,730 $ 45,286 $ 33,623 $ 351,020 Limited configuration 128,346 36,259 114,951 23,946 43,007 346,509 Service and other 16,423 25,081 4,067 3,074 8,022 56,667 $ 170,590 $ 284,900 $ 141,748 $ 72,306 $ 84,652 $ 754,196 Timing of revenue recognition Goods/services transferred at a point in time $ 132,728 $ 43,761 $ 109,323 $ 24,950 $ 45,687 $ 356,449 Goods/services transferred over time 37,862 241,139 32,425 47,356 38,965 397,747 $ 170,590 $ 284,900 $ 141,748 $ 72,306 $ 84,652 $ 754,196 Fiscal Year 2022 Commercial Live Events High School Park and Recreation Transportation International Total Type of performance obligation Unique configuration $ 20,849 $ 144,095 $ 20,175 $ 38,843 $ 32,658 $ 256,620 Limited configuration 118,308 30,181 88,162 21,370 43,029 301,050 Service and other 15,054 24,830 3,479 2,494 7,443 53,300 $ 154,211 $ 199,106 $ 111,816 $ 62,707 $ 83,130 $ 610,970 Timing of revenue recognition Goods/services transferred at a point in time $ 120,776 $ 37,229 $ 82,678 $ 22,088 $ 45,036 $ 307,807 Goods/services transferred over time 33,435 161,877 29,138 40,619 38,094 303,163 $ 154,211 $ 199,106 $ 111,816 $ 62,707 $ 83,130 $ 610,970 See "Note 3 . Segment Reporting" for a disaggregation of revenue by geography. Contract balances Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables. Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed according to the contract terms. Contract liabilities represent amounts billed to the clients in excess of revenue recognized to date. 53 Table of Contents The following table reflects the changes in our contract assets and liabilities: April 27, 2024 April 29, 2023 Dollar Change Percent Change Contract assets $ 55,800 $ 46,789 $ 9,011 19.3 % Contract liabilities - current 65,524 91,549 ( 26,025 ) ( 28.4 ) Contract liabilities - non-current 16,342 13,096 3,246 24.8 The changes in our contract assets and contract liabilities from April 29, 2023 to April 27, 2024 were due to the timing of billing schedules and revenue recognition, which can vary significantly depending on the contractual payment terms and the seasonality of the sports markets. We had no significant impairments of contract assets for fiscal 2024, and we had no impairments of contract assets for fiscal 2023 and 2022. For service-type warranty contracts, we allocate revenue to this performance obligation, recognize the revenue over time, and recognize costs as incurred. Earned and unearned revenues for these contracts are included in the "Contract assets" and "Contract liabilities" line items of our consolidated balance sheets. Changes in unearned service-type warranty contracts, net were as follows: April 27, 2024 April 29, 2023 Balance at beginning of year $ 28,338 $ 26,346 New contracts sold 49,099 44,216 Less: reductions for revenue recognized ( 43,520 ) ( 42,132 ) Foreign currency translation and other ( 1,758 ) ( 92 ) Balance at end of year $ 32,159 $ 28,338 Contracts in process identified as loss contracts as of April 27, 2024 and April 29, 2023 were immaterial. Loss provisions are recorded in "Accrued expenses" line item in our consolidated balance sheets. During fiscal 2024, we recognized revenue of $ 84,140 related to our contract liabilities as of April 29, 2023. Remaining performance obligations and revenue recognized from past performance obligations As of April 27, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations was $ 382,939 . Remaining performance obligations related to product and service agreements as of April 27, 2024 were $ 316,905 and $ 66,034 , respectively. We expect approximately $ 323,421 of our remaining performance obligations to be recognized over the next 12 months, with the remainder recognized thereafter. Although remaining performance obligations reflect business that is considered to be legally binding, cancellations, deferrals or scope adjustments may occur. Any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals are reflected or excluded in the remaining performance obligation balance, as appropriate. The amount of revenue recognized associated with performance obligations satisfied in prior years during the years ended April 27, 2024 and April 29, 2023 was immaterial. Note 3 . Segment Reporting We organize and manage our business by the following five segments which meet the definition of reportable segments under ASC 280-10 , Segment Reporting : Commercial, Live Events, High School Park and Recreation, Transportation, and International. These segments are based on the customer type or geography and are the same as our operating segments/business units. Our chief operating decision-maker (CODM), who is our president and chief executive officer, regularly reviews the consolidated financial results in their entirety and the operating segment financials results to the GAAP measure of gross profit. The CODM has ultimate responsibility for enterprise decisions and making resource allocation decisions for our company and our segments. Management of each operating segment has the responsibility for operating decisions, allocating resources, and assessing performance within their segment. 54 Table of Contents • Our Commercial business unit primarily consists of sales of our integrated video display systems, digital billboards, Galaxy ® and Fuelight ™ product lines, and dynamic messaging systems to resellers (primarily sign companies), out-of-home ("OOH") companies, national retailers, quick-serve restaurants, casinos, shopping centers, cruise ships, commercial building owners, and petroleum retailers. • Our Live Events business unit primarily consists of sales of integrated scoring and video display systems to college and professional sports facilities and convention centers and sales of our mobile display technology to video rental organizations and other live events type venues. • Our High School Park and Recreation business unit primarily consists of sales of scoring systems, Galaxy ® displays and video display systems to primary and secondary education facilities and resellers (primarily sign companies). • Our Transportation business unit primarily consists of sales of intelligent transportation systems dynamic messaging signs for road management, mass transit, and aviation applications and other electronic signage for advertising and way-finding needs, which includes our Vanguard ® and Galaxy ® product lines and other intelligent transportation systems dynamic message signs, to governmental transportation departments, transportation industry contractors, airlines and other transportation related customers. • Our International business unit consists of sales of all product lines outside the United States and Canada. In our International business unit, we focus on product lines related to integrated scoring and video display systems for sports and commercial applications, OOH advertising products, architectural lighting, and transportation related products for sale outside of the United States and Canada to the related type of company, including sports and commercial business facilities, OOH companies, and governmental transportation agencies. Our segments follow the same accounting policies as those described in "Note 1. Nature of Business and Summary of Significant Accounting Policies." Some expenses or services are not directly allocable to a sale or segment or the resources and related expenses are shared across business segment areas. These expenses are allocated using estimates and allocation methodologies based on financial measures and professional judgment. Shared or unabsorbed manufacturing costs are allocated to the business unit benefiting most from that manufacturing location's production capabilities. Shared or unabsorbed costs of domestic field sales and services infrastructure, including most field administrative staff, are allocated to the Commercial, Live Events, High School Park and Recreation, and Transportation business units based on cost of sales. Shared manufacturing, buildings and utilities, and procurement costs are allocated based on payroll dollars, square footage and various other financial measures in the segment analysis. Assets are not allocated to the segments. Depreciation and amortization are allocated to each segment based on various financial measures; however, some depreciation and amortization are corporate in nature and remain unallocated We do not maintain information on sales by products; therefore, disclosure of such information is not practical. 55 Table of Contents The following table sets forth certain financial information for each of our five reporting segments for the periods indicated: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Net sales: Commercial $ 161,626 $ 170,590 $ 154,211 Live Events 338,508 284,900 199,106 High School Park and Recreation 170,349 141,748 111,816 Transportation 85,390 72,306 62,707 International 62,210 84,652 83,130 818,083 754,196 610,970 Gross profit: Commercial 34,233 31,155 31,851 Live Events 95,984 49,255 21,787 High School Park and Recreation 57,364 41,145 35,477 Transportation 26,021 19,825 18,172 International 8,841 9,975 9,410 222,443 151,355 116,697 Operating expenses Selling 56,954 56,655 51,075 General and administrative 42,632 38,747 32,563 Product design and development 35,742 29,989 29,013 Goodwill impairment — 4,576 — 135,328 129,967 112,651 Operating income 87,115 21,388 4,046 Nonoperating income (expense): Interest income (expense), net ( 3,418 ) ( 920 ) 171 Change in fair value of convertible note ( 16,550 ) — — Other expense and debt issuance costs write-off, net ( 13,096 ) ( 7,211 ) ( 3,109 ) Income before income taxes $ 54,051 $ 13,257 $ 1,108 Depreciation and amortization: Commercial $ 4,497 $ 3,468 $ 2,677 Live Events 6,256 6,430 5,238 High School Park and Recreation 1,968 1,632 1,420 Transportation 715 584 551 International 2,255 2,307 2,796 Unallocated corporate depreciation 3,600 2,572 2,712 $ 19,291 $ 16,993 $ 15,394 56 Table of Contents No single geographic area comprises a material amount of our net sales or property and equipment, net of accumulated depreciation, other than the United States. The following table presents information about net sales and property and equipment, net of accumulated depreciation, in the United States and elsewhere: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Net sales: United States $ 744,419 $ 661,312 $ 513,740 Outside United States 73,664 92,884 97,230 $ 818,083 $ 754,196 $ 610,970 Property and equipment, net of accumulated depreciation: United States $ 64,332 $ 63,786 $ 58,643 Outside United States 7,420 8,361 8,122 $ 71,752 $ 72,147 $ 66,765 We have numerous customers worldwide for sales of our products and services, and no customer accounted for 10 percent or more of net sales; therefore, we are not economically dependent on a limited number of customers for the sale of our products and services. We have numerous raw material and component suppliers, and no supplier accounts for 10% or more of our cost of sales; however, we have a complex global supply chain subject to geopolitical and transportation risks and a number of single-source suppliers that could limit our supply or cause delays in obtaining raw materials and components needed in manufacturing. Note 4 . Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill related to each reportable segment for the fiscal year ended April 27, 2024 were as follows: Commercial Transportation Total Balance as of April 29, 2023: $ 3,198 $ 41 $ 3,239 Foreign currency translation ( 10 ) ( 3 ) ( 13 ) Goodwill impairment — — — Balance as of April 27, 2024: $ 3,188 $ 38 $ 3,226 We perform an analysis of goodwill on an annual basis, and it is tested for impairment more frequently if events or changes in circumstances indicate that an asset might be impaired. Our annual analysis is performed during our third quarter of each fiscal year based on the goodwill amount as of the first business day of our third fiscal quarter. We performed our annual impairment test on October 29, 2023 and conclude d no goodwill impairment existed for fiscal year 2024 . The annual impairment test for fiscal year 2023 concluded that the carrying value of the Live Events and International reporting units exceeded their respective fair values and consequently recorded an a $ 4,576 impairment charge. We determined the fair value of the reporting units based on an income approach, using the present value of future discounted cash flows. Significant estimates used to determine fair value include the weighted average cost of capital and financial forecasts. The recognized impairment was primarily a result of our weighted average cost of capital being notably higher, which was driven by strains on our liquidity caused by disrupted supply chains and geopolitical conditions during fiscal 2024. As a result, the present value of our future cash flows was lower, which caused the impairment charge. Based on our annual impairment test, we concluded that the fair value of the Commercial and Transportation reporting units exceeded 57 Table of Contents their respective carrying values and concluded no goodwill impairment existed for those reporting units. The annual impairment test for fiscal year 2022 concluded no goodwill impairment existed. Accumulated impairments to goodwill as of April 27, 2024 was $ 4,576 . Intangible Assets The following table summarizes intangible assets, net, as of April 27, 2024 and April 29, 2023: April 27, 2024 Weighted Average Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Registered trademarks 20.0 $ 636 $ 296 $ 340 Customer relationships 10.3 2,549 2,049 500 Total 12.2 $ 3,185 $ 2,345 $ 840 April 29, 2023 Weighted Average Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Registered trademarks 20.0 $ 650 $ 270 $ 380 Customer relationships 10.3 2,563 1,807 756 Total 12.2 $ 3,213 $ 2,077 $ 1,136 In the fiscal years 2024, 2023, and 2022, amortization expense was $ 287 , $ 290 , and $ 504 , respectively. Amortization expenses are included primarily in product design and development and selling expense in the consolidated statements of operations. Intangible assets are written off when fully amortized. As of April 27, 2024, amortization expenses for future periods were estimated to be as follows: Fiscal years ending Amount 2025 $ 283 2026 252 2027 36 2028 36 2029 36 Thereafter 197 Total expected amortization expense $ 840 Note 5 . Selected Financial Statement Data Inventories consisted of the following: April 27, 2024 April 29, 2023 Raw materials $ 66,900 $ 81,627 Work-in-process 13,848 14,155 Finished goods 57,260 53,666 $ 138,008 $ 149,448 58 Table of Contents Property and equipment, net consisted of the following: April 27, 2024 April 29, 2023 Land $ 2,895 $ 1,996 Buildings 71,670 71,222 Machinery and equipment 131,983 126,164 Office furniture and equipment 3,765 4,112 Computer software and hardware 46,135 44,700 Construction in Process 5,064 2,805 Demonstration equipment 7,094 7,432 Transportation equipment 7,667 7,057 276,273 265,488 Less accumulated depreciation 204,521 193,341 $ 71,752 $ 72,147 Our depreciation expense was $ 17,453 , $ 16,703 , and $ 14,890 for the fiscal years 2024, 2023, and 2022, respectively. Accrued expenses consisted of the following: April 27, 2024 April 29, 2023 Compensation $ 27,365 $ 17,466 Taxes, other than income taxes 3,410 3,390 Accrued employee benefits 3,871 3,953 Operating lease liabilities 1,984 2,253 Short-term accrued expenses 6,398 8,943 $ 43,028 $ 36,005 59 Table of Contents Interest (expense) income, net consisted of the following: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Interest expense: Interest expense $ ( 3,397 ) $ ( 1,127 ) $ ( 49 ) Debt issuance amortization expense ( 1,551 ) — — Total interest expense ( 4,948 ) ( 1,127 ) ( 49 ) Interest income: Interest income 1,530 207 220 Interest (expense) income, net $ ( 3,418 ) $ ( 920 ) $ 171 Other expense and debt issuance costs write-off, net consisted of the following: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Foreign currency transaction gains (losses) $ 284 $ 479 $ ( 227 ) Equity in losses of affiliates ( 3,764 ) ( 3,332 ) ( 2,970 ) Impairment of equity method investees ( 6,359 ) ( 4,473 ) — Debt issuance costs write off ( 3,353 ) — — Other 96 115 88 $ ( 13,096 ) $ ( 7,211 ) $ ( 3,109 ) Note 6 . Accounts Receivables, Net We invoice customers based on a billing schedule as established in our contracts. We sometimes have the ability to file a contractor’s lien against the product installed as collateral and to file claims against surety bonds to protect our interest in receivables. Foreign sales are at times secured by irrevocable letters of credit or bank guarantees. Accounts receivable are reported net of an allowance for credit losses of $ 4,568 and $ 4,182 as of April 27, 2024 and April 29, 2023, respectively. Included in accounts receivable as of April 27, 2024 and April 29, 2023 was $ 1,350 and $ 1,416 , respectively, of retainage on construction-type contracts, all of which is expected to be collected within one year. In some contracts with customers, we agree to installment payments exceeding 12 months. The present value of these contracts is recorded as a receivable as the revenue is recognized in accordance with GAAP, and profit is recognized to the extent the present value is in excess of cost. We generally retain a security interest in the equipment or in the cash flow generated by the equipment until the contract is paid. The present value of long-term contracts, including accrued interest and current maturities, was $ 859 and $ 1,473 as of April 27, 2024 and April 29, 2023, respectively. Contract receivables bearing annual interest rates of 8.0 to 9.0 percent are due in varying annual installments through February 2026. The face value of long-term receivables was $ 863 and $ 1,512 as of April 27, 2024 and April 29, 2023, respectively. Note 7 . Financing Agreements Long-term debt consists of the following: 60 Table of Contents April 27, 2024 April 29, 2023 ABL credit facility/prior line of credit $ — $ 17,750 Mortgage 13,875 — Convertible note 25,000 — Long-term debt, gross 38,875 17,750 Debt issuance costs, net ( 761 ) — Change in fair value of convertible note 16,550 — Current portion ( 1,500 ) — Long-term debt, net $ 53,164 $ 17,750 Credit Agreements On May 11, 2023, we closed on a $ 75,000 senior credit facility (the "Credit Facility"). The Credit Facility consists of a $ 60,000 asset-based revolving credit facility (the "ABL") maturing on May 11. 2026, which is secured by first priority lien on the Company's assets and is subject to certain factors that can impact our borrowing capacity, and a $ 15,000 delayed draw loan (the "Delayed Draw Loan") secured by a first priority mortgage on our Brookings, South Dakota real estate (the "Mortgage"). The ABL and Delayed Draw Loan are evidenced by a Credit Agreement dated as of May 11, 2023 (the "Credit Agreement") between the Company and JPMorgan Chase Bank, N.A., as the lender. On May 11, 2023, the Company paid all amounts outstanding on the prior credit agreement, and this prior credit agreement was terminated as of that date. No gain or loss was recognized upon termination, and the Company incurred no early termination penalties in connection with such termination. Under the ABL, certain factors can impact our borrowing capacity. As of April 27, 2024, our total borrowing capacity was $ 39,507 there were no borrowings outstanding, and there was $ 5,342 used to secure letters of credit outstanding leaving $ 34,165 available to borrow. We made no borrowings on this ABL during fiscal 2024. The interest rate on the ABL is set on a sliding scale based on the trailing 12-month fixed charge coverage and ranges from 2.5 to 3.5 percent over the standard overnight financing rate (SOFR). The ABL is secured by a first priority lien on the Company's assets described in the Credit Agreement and the Pledge and Security Agreement dated as of May 11, 2023 by and among the Company, Daktronics Installation, Inc. and JPMorgan Chase Bank, N.A. The $ 15,000 Delayed Draw Loan was funded on July 7, 2023 and is secured by the Mortgage on the Company's Brookings, South Dakota real estate. It amortizes over 10 years and has monthly payments of $ 125 . The Delayed Draw Loan is subject to the terms of the Credit Agreement and matures on May 11, 2026. The interest rate on the Delayed Draw Loan is set on a sliding scale based on the trailing 12-month fixed charge coverage ratio and ranges between 1.0 and 2.0 percent over the Commercial Bank Floating Rate (CBFR). The interest rate as of April 27, 2024 for Delayed Draw Loan was 9.5 percent. Convertible Note On May 11, 2023, we borrowed $ 25,000 in aggregate principal amount evidenced by the secured Convertible Note due May 11, 2027. The Convertible Note holder (the "Holder") has a second priority lien on assets securing the ABL facility and a first priority lien on substantially all of the other assets of the Company, excluding all real property, subject to the Intercreditor Agreement dated as of May 11, 2023 by and among the Company, JPMorgan Chase Bank N.A., and the Holder of the Convertible Note. Conversion Features • The Convertible Note allows the Holder and any of the Holder’s permitted transferees, donees, pledgees, assignees or successors-in-interest (collectively, the “Selling Shareholders”) to convert all or any portion of the principal amount of the Convertible Note, together with any accrued and unpaid interest and any other unpaid amounts, including late charges, if any (together, the “Conversion Amount”), into shares of the Company’s common stock at an initial conversion price of $ 6.31 per share, subject to adjustment in accordance with the terms of the Convertible Note (the “Conversion Price”). 61 Table of Contents • The Company also has a forced conversion right, which is exercisable on the occurrence of certain conditions set forth in the Convertible Note, pursuant to which it can cause all or any portion of the outstanding and unpaid Conversion Amount to be converted into shares of common stock at the Conversion Price. Additionally, if the Company fails other than by reason of a failure by the Holder to comply with its obligations, the Holder is permitted to cash payments from the Company until such conversion failure is cured. Redemption Features • If the Company were to have an "Event of Default", as defined by the Convertible Note, then the Holder may require the Company to redeem all or any portion of the Convertible Note. • If the Company has a "Change of Control", as defined by the Convertible Note, then the Holder is entitled to payment of the outstanding amount of the Convertible Note at the "Change in Control Redemption Price," as defined in the Convertible Note. Interest Interest accruing under the Convertible Note is payable, at the option of the Company, in either (i) cash or (ii) a combination of cash interest and capitalized interest; provided, however, that at least fifty percent (50%) of the interest paid on each interest date must be paid as cash interest. The Convertible Note accrues interest (or is payable) quarterly at an annual rate of 9.0 percent when interest is paid in cash or an annual rate of 10.0 percent if interest is paid in kind. Upon an event of default under the Convertible Note, the annual interest rate will increase to 12.0 percent. The annual rate of 9.0 percent was used to calculate the interest accrued as of April 27, 2024, as interest will be paid in cash. We elected the fair value option to account for the Convertible Note as described in "Note 14. Fair Value Measurement". The financial liability was initially measured at its issue-date fair value and is subsequently remeasured at fair value on a recurring basis at each reporting period date. We have elected to present the fair value and the accrued interest component separately in the consolidated statements of operations. Therefore, interest will be recognized and accrued separately in interest expense, with changes in fair value of the Convertible Note presented in the "Change in fair value of convertible note" line item in our consolidated statements of operations. The changes in fair value of the Convertible Note during fiscal 2024 was as follows: Liability Component (in thousands) Balance as of May 11, 2023 $ 25,000 Redemption of convertible promissory note — Fair value change recognized 16,550 Balance as of April 27, 2024 $ 41,550 The estimated fair value of the Convertible Note upon its issuance date of May 11, 2023 was its face value because it was negotiated at arms length and as of April 27, 2024 was computed using a binomial lattice model which incorporates significant inputs that are not observable in the market and thus represents a Level 3 measurement. We determined the fair value by using the following key assumptions in the binomial lattice model: Risk-Free Rate (Annual) 4.78 % Implied Yield 16.28 % Volatility (Annual) 40.00 % Dividend Yield (Annual) — % The Credit Agreement and the Convertible Note require a fixed charge coverage ratio of greater than 1.1 and include other customary non-financial covenants. As of April 27, 2024, we were in compliance with our financial covenants under the Credit Agreement and the Convertible Note. 62 Table of Contents Debt Issuance Costs Debt issuance costs incurred and capitalized are amortized on a straight-line basis over the term of the associated debt agreement. If early principal payments or conversions occur, a proportional amount of unamortized debt issuance costs is expensed. As part of these financings, we capitalized $ 8,195 in debt issuance costs. During the fiscal year ended April 27, 2024, due to the Convertible Note being accounted for at fair value, we expensed $ 3,353 of the related debt issuance costs which is included in the "Other expense and debt issuance costs write-off, net" line item in our consolidated statements of operations. During the fiscal year ended April 27, 2024, we amortized $ 1,551 of debt issuance costs. The remaining debt issuance costs of $ 3,291 are being amortized over the three-year term of the Credit Facility. Future Maturities Aggregate contractual maturities of debt in future fiscal years are as follows: Fiscal years ending Amount 2025 1,500 2026 1,500 2027 10,875 2028 25,000 2029 and beyond — Total debt $ 38,875 Note 8 . Share Repurchase Program On June 16, 2016, our Board of Directors approved a stock repurchase program under which we may purchase up to $ 40,000 of the Company's outstanding shares of common stock. Under this program, we may repurchase shares from time to time in open market transactions and in privately negotiated transactions based on business, market, applicable legal requirements and other considerations. The repurchase program does not require the repurchase of a specific number of shares and may be terminated at any time. In April 2020, the Board had suspended the program. On December 2, 2021, the Board of Directors of Daktronics voted to reauthorize the stock repurchase program. During fiscal 2024 and 2023, we had no repurchases of shares of our outstanding common stock. During fiscal 2022, we repurchased 641 shares of common stock at a total cost of $ 3,184 . As of April 27, 2024, we had $ 29,355 of remaining capacity under our current share repurchase program. Note 9 . Leases We lease facilities and various equipment to manufacture products and provide employee collaboration space and tools. These are all classified as operating leases and have initial lease terms ranging from 1 year to 5 years. These operating leases do not contain material residual value guarantees or material restrictive covenants. Our lease for our facility in Sioux Falls, South Dakota has a purchase option. We have no material financing leases. We determine if an arrangement is a lease at the inception of the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As we are generally not able to determine the rate implicit in our leases, we use the incremental borrowing rate based on the information available at the commencement date in determining the present value of future lease payments. The operating lease right-of-use asset includes any prepaid lease payments and initial direct costs and excludes any lease incentives and impairments. Some of our leases include options to extend the term, which is only included in the right-of-use assets and lease liability calculation when it is reasonably certain that we will exercise that option. We have lease agreements with lease and non-lease components, and we have elected to account for all asset classes as a single lease 63 Table of Contents component. Our operating leases also typically require payment of real estate taxes, insurance, and common area maintenance. These components comprise the majority of our variable lease cost and are excluded from the present value of our lease obligations. In instances where they are fixed, they are included due to our election to combine lease and non-lease components. Our total variable lease costs are immaterial. Operating lease cost is recognized on a straight-line basis over the lease term, and short-term lease cost is recognized when paid. During fiscal 2024, the amount of the operating lease cost included in cost of sales and operating expenses in the consolidated statements of operations was $ 2,344 and $ 980 , respectively; as compared to $ 2,560 and $ 906 , respectively, in fiscal year 2023; and $ 2,425 and $ 870 , respectively, in fiscal year 2022. Operating lease cost includes short-term leases, which are immaterial. As of April 27, 2024, the weighted average remaining lease term and discount rate related to operating leases was 2.4 years and 5.0 percent as compared to 2.9 years and 2.7 percent as of April 29, 2023. Supplemental unaudited cash flow information related to operating leases were as follows: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 2,581 $ 2,692 $ 2,680 Future minimum operating lease payments as of, and subsequent to, April 27, 2024 under ASC 842 are as follows: Operating Leases Fiscal years ending 2025 $ 2,091 2026 1,203 2027 918 2028 49 2029 5 Thereafter — Total lease payments 4,266 Less imputed interest ( 224 ) Total lease liabilities $ 4,042 The current and long-term portions of the lease liabilities are included in the "Accrued expenses" and "Other long-term obligations" line items in our consolidated balance sheets, respectively. Note 10 . Shareholders' Equity and Share-Based Compensation Authorized share types and shareholder rights plan : Our 120,000 authorized shares consist of 115,000 shares of common stock, 50 shares of Series A Junior Participating Preferred Stock, and 4,950 shares of “undesignated stock.” Our Board of Directors has the power to authorize and issue any or all of the shares of undesignated stock without shareholder approval, including the authority to establish the rights and preferences of the undesignated stock. Each outstanding share of our common stock includes one preferred share purchase right. Each right entitles the registered holder of our common stock to purchase from us one one-thousandth of one share of our Series A Junior Participating Preferred Stock at an initial exercise price of $ 20 per right, subject to adjustment under the terms of the shareholder rights agreement under which the dividend was declared and paid. The rights become exercisable immediately after the earlier of (i) 10 business days following a public announcement that a person or group has acquired beneficial ownership of 20 percent or more of our outstanding common shares (subject to certain exceptions) or (ii) 10 business days following the commencement or announcement of an intention to make a tender offer or exchange offer for our common shares, the 64 Table of Contents consummation of which would result in the beneficial ownership by a person or group of 20 percent or more of our outstanding common shares. The rights expire on November 19, 2024 , which date may be extended by our Board of Directors subject to certain additional conditions. Stock incentive plans : During fiscal 2021, we established the Daktronics, Inc. 2020 Stock Incentive Plan (“2020 Plan”) and ceased granting options under the 2015 Stock Incentive Plan ("2015 Plan"). The 2020 Plan provides for the issuance of stock-based awards, including stock options, restricted stock, restricted stock units and deferred stock to employees, directors and consultants. Stock options issued to employees under the 2015 Plan and 2020 Plan generally have a 10-year life, an exercise price equal to the closing market value on the grant date and a five-year annual vesting period. The restricted stock granted to independent directors vests in one year , provided that the directors remain on the Board. Restricted stock units are granted to employees and have a five-year annual vesting period. As with stock options, restricted stock and restricted stock unit ownership cannot be transferred during the vesting period. As of April 27, 2024, the aggregate number of shares available for future grants under the 2020 Plan for stock options and restricted stock awards was 1,631 shares. Shares of common stock subject to all stock awards granted under the 2020 Plan are counted as one share of stock for each share of stock subject to the award. Although the 2015 Plan remains in effect for options outstanding that were granted under the 2015 Plan until the earlier of the exercise of the options or their expiration or termination without being exercised, no new options can be granted under the 2015 Plan. Restricted stock and restricted stock units : We issue restricted stock to our non-employee directors and restricted stock units to employees. Restricted stock issued to non-employee directors are participating securities and receive dividends prior to vesting. Unvested restricted stock will terminate and be forfeited upon termination of employment or service. The fair value of restricted stock and our restricted stock unit awards are measured on the grant date based on the market value of our common stock. The related compensation expense as calculated under ASC 718, net of estimated forfeitures, is recognized over the applicable vesting period. Unrecognized compensation expense related to the restricted stock and restricted stock unit awards was approximately $ 1,977 as of April 27, 2024, which is expected to be recognized over a weighted-average period of 2.76 years. The total fair value of restricted stock vested was $ 1,536 , $ 1,160 , and $ 1,203 in fiscal years 2024, 2023, and 2022, respectively. A summary of non-vested restricted stock and restricted stock units for fiscal years 2024, 2023, and 2022 is as follows: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Number of Nonvested Shares Weighted Average Grant Date Fair Value Per Share Number of Nonvested Shares Weighted Average Grant Date Fair Value Per Share Number of Nonvested Shares Weighted Average Grant Date Fair Value Per Share Outstanding at beginning of year 617 $ 4.11 469 $ 5.65 480 $ 5.62 Granted 159 9.85 360 3.15 214 5.66 Vested ( 280 ) 3.92 ( 192 ) 5.98 ( 213 ) 5.58 Forfeited ( 10 ) 4.77 ( 20 ) 4.98 ( 12 ) 5.64 Outstanding at end of year 486 $ 5.95 617 $ 4.11 469 $ 5.65 65 Table of Contents Stock Options : We issue incentive stock options to our employees and non-qualified stock options to our independent directors. A summary of stock option activity under our 2015 Plan and 2020 Plan during the fiscal year ended April 27, 2024 is as follows: Stock Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding as of April 29, 2023 2,045 $ 7.11 5.52 $ 858 Granted 37 9.85 — — Cancelled or forfeited ( 228 ) 10.26 — — Exercised ( 219 ) 5.94 — 708 Outstanding as of April 27, 2024 1,635 $ 6.89 5.06 $ 4,607 Shares vested and expected to vest 1,614 $ 6.93 5.03 $ 4,503 Exercisable as of April 27, 2024 1,034 $ 8.30 3.63 $ 1,695 The aggregate intrinsic value of stock options represents the difference between the exercise price of stock options and the fair market value of the underlying common stock for all in-the-money options. We define in-the-money options as of April 27, 2024 as options having exercise prices lower than the $ 9.29 per share market price of our common stock on that date. There were 593 shares exercisable that were in-the-money options as of April 27, 2024. The total intrinsic value of options exercised during fiscal years 2024, 2023, and 2022 was $ 708 , $ 7 , and $ 2 , respectively. The total fair value of stock options vested was $ 453 , $ 467 , and $ 465 for fiscal years 2024, 2023, and 2022, respectively. We estimate the fair value of stock options granted using the Black-Scholes option valuation model. We recognize the fair value of the stock options on a straight-line basis as compensation expense. All options are recognized over the requisite service periods of the awards, which are generally the vesting periods. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options which 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. ASC 718 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 expected to vest. The following factors are the significant assumptions used in the computation of the fair value of options: Expected life . The expected life of options granted represents the period of time they are expected to be outstanding. We estimate the expected life of options granted based on historical exercise patterns, which we believe are representative of future behavior. We have examined our historical pattern of option exercises in an effort to determine if there were any discernible patterns of activity based on certain demographic characteristics. Demographic characteristics tested included age, salary level, job level and geographic location. We have determined there were no meaningful differences in option exercise activity based on the demographic characteristics tested. Expected volatility . We estimate the volatility of our common stock at the date of grant based on historical volatility consistent with ASC 718 and SEC Staff Accounting Bulletin No. 107, Share-Based Payments . Risk-free interest rate. The rate is based on the United States Treasury zero-coupon yield curve on the grant date for a term similar to the expected life of the options. Dividend yield. We use an expected dividend yield consistent with our historical dividend yield pattern. 66 Table of Contents The following table provides the weighted-average fair value of options granted and the related assumptions used in the Black-Scholes model: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Fair value of options granted $ 4.92 $ 1.34 $ 2.43 Risk-free interest rate 4.37 % 3.37 % 1.07 % Expected volatility 46.28 % 41.10 % 40.60 % Expected life of option (in years) 6.90 6.93 6.94 Employee stock purchase plan : We have an employee stock purchase plan (“ESPP”), which enables employees after six months of continuous employment to elect, in advance and semi-annually, to contribute up to 15 percent of their compensation, subject to certain limitations, toward the purchase of our common stock at a purchase price equal to 85 percent of the lower of the fair market value of the common stock on the first or last day of the participation period. The ESPP requires participants to hold any shares purchased under the ESPP for a minimum period of one year after the date of purchase. Compensation expense recognized on shares issued under our ESPP is based on the value of a traded option to purchase shares of our stock at a 15 percent discount to the stock price. The total number of shares reserved under the ESPP is 5,500 . The number of shares of common stock issued under the ESPP totaled 355 , 424 , and 310 shares in fiscal 2024, 2023, and 2022, respectively. The number of shares of common stock reserved for future employee purchases under the ESPP totaled 1,220 shares as of April 27, 2024. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986 (the "Code"). Total share-based compensation expense : As of April 27, 2024, there was $ 2,827 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 the cost over a weighted-average period of 2.6 years. The following table presents a summary of the share-based compensation expense by equity type as follows: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Stock options $ 420 $ 453 $ 458 Restricted stock and stock units 1,177 1,153 1,159 Employee stock purchase plans 493 421 356 $ 2,090 $ 2,027 $ 1,973 A summary of the share-based compensation expense for stock options, restricted stock, restricted stock units and shares issued under the ESPP for fiscal years 2024, 2023, and 2022 is as follows: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Cost of sales $ 452 $ 441 $ 434 Selling 437 424 472 General and administrative 745 735 656 Product design and development 456 427 411 $ 2,090 $ 2,027 $ 1,973 We received $ 1,302 in cash from option exercises under all share-based payment arrangements for the fiscal year ended April 27, 2024. The tax expense related to non-qualified options and restricted stock units under all share-based payment arrangements totale d $ 22 , $ 23 , and $ 47 for fiscal years 2024, 2023, and 2022, respectively. 67 Table of Contents Note 11 . Retirement Benefits We sponsor a 401(k) savings plan providing benefits for substantially all United States-based employees of Daktronics, Inc. and its subsidiaries, subject to certain Internal Revenue Service ("IRS") limits. We made matching cash contributions equal to 50 percent of the employee's qualifying contribution up to six percent of such employee's compensation. Employees are eligible to participate in the 401(k) savings plan the first day of the calendar month following completion of 30 days of continuous service if they have attained the age of 21 . We contributed $ 3,201 , $ 2,969 and $ 2,573 for matches to the plan for fiscal years 2024, 2023, and 2022, respectively. Note 12 . Income Taxes The following tables reflect the significant components of our income tax provision. The pretax income (loss) attributable to domestic and foreign operations was as follows: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Domestic $ 46,763 $ 10,125 $ ( 2,696 ) Foreign 7,288 3,132 3,804 Income before income taxes $ 54,051 $ 13,257 $ 1,108 Income tax expense (benefit) consisted of the following: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Current: Federal $ 21,174 $ 6,321 $ 644 State 5,512 1,381 452 Foreign 1,813 2,273 975 Deferred: Federal ( 8,101 ) ( 3,025 ) ( 1,020 ) State ( 1,045 ) ( 456 ) ( 476 ) Foreign 77 ( 39 ) ( 59 ) $ 19,430 $ 6,455 $ 516 68 Table of Contents The reconciliation of the provision for income taxes and the amount computed by applying the federal statutory rate to income before income taxes is as follows: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Computed income tax expense at federal statutory rates $ 11,351 $ 2,784 $ 233 State taxes, net of federal benefit 3,771 731 139 Change in fair value on convertible debt 3,476 — — Change in valuation allowances 2,076 2,078 609 Research and development tax credit ( 1,203 ) ( 684 ) ( 382 ) Foreign-Derived Intangible Income (FDII) ( 322 ) ( 128 ) ( 5 ) Meals and entertainment 282 149 67 Stock compensation ( 178 ) 262 150 Other, net 114 288 ( 179 ) Effect of foreign tax rates different than statutory 79 417 ( 43 ) Change in uncertain tax positions ( 35 ) ( 86 ) ( 71 ) GILTI 19 6 ( 14 ) Base Erosion Anti-Abuse Tax (BEAT) — 87 12 Goodwill Impairment — 551 — $ 19,430 $ 6,455 $ 516 Our effective tax rate for fiscal 2024 was 35.9 percent. The effective income tax rate for fiscal 2024 was primarily impacted due to the fair value adjustment to the Convertible Note that is not deductible for tax purposes. Additional other items impacting the rate were valuation allowances on equity investments, state taxes, as well as prior year provision to return adjustments reduced in part by tax benefits from permanent tax credits. Our effective tax for fiscal 2023 was 48.7 percent. During fiscal 2023, our effective income tax rate was impacted due to valuation allowances on equity investments and on foreign net operating losses in Ireland, goodwill impairment, state taxes, a mix of taxes in foreign countries where the tax rate is higher than the United States, as well as prior year provision to return adjustments reduced in part by tax benefits from permanent tax credits. Our effective tax for fiscal 2022 was 46.6 percent. During fiscal 2022, our effective income tax rate was impacted by tax benefits from permanent tax credits offset by valuation allowances as well as other various permanent tax adjustments and state taxes with additional expense for prior year provision to return adjustments. 69 Table of Contents The components of the net deferred tax assets were as follows: April 27, 2024 April 29, 2023 Deferred tax assets: Accrued warranty obligations $ 9,361 $ 8,088 Vacation accrual 2,170 1,732 Deferred maintenance revenue 777 484 Allowance for excess and obsolete inventory 3,362 2,779 Equity compensation 234 255 Allowance for credit losses accounts 1,015 928 Inventory capitalization 3,956 1,339 Accrued compensation and benefits 424 395 Unrealized loss on foreign currency exchange — 206 Net operating loss carry forwards 885 1,024 Outside basis difference in equity method investments 6,295 3,819 Section 174 Capitalization 9,878 5,225 Research and development tax credit carry forwards 72 210 Lease accounting - lease liability 1,038 1,426 Other 630 929 Total deferred tax assets 40,097 28,839 Valuation allowance ( 7,197 ) ( 4,900 ) Net deferred tax assets 32,900 23,939 Deferred tax liabilities: Property and equipment ( 5,506 ) ( 5,292 ) Lease accounting - right of use asset ( 1,020 ) ( 1,411 ) Prepaid expenses ( 477 ) ( 471 ) Unrealized gain on foreign currency exchange ( 64 ) — Other ( 114 ) ( 93 ) Total deferred tax liabilities ( 7,181 ) ( 7,267 ) Net deferred tax asset $ 25,719 $ 16,672 The classification of the net deferred tax assets in the accompanying consolidated balance sheets is: April 27, 2024 April 29, 2023 Non-current assets $ 25,862 $ 16,867 Non-current liabilities ( 143 ) ( 195 ) $ 25,719 $ 16,672 70 Table of Contents The summary of changes in the amounts related to unrecognized uncertain tax benefits are: April 27, 2024 April 29, 2023 Balance at beginning of year $ 392 $ 477 Gross increases related to prior period tax positions 15 12 Gross decreases related to prior period tax positions ( 3 ) ( 56 ) Gross increases related to current period tax positions 123 124 Lapse of statute of limitations ( 171 ) ( 165 ) Balance at end of year $ 356 $ 392 All of our unrecognized tax benefits would have an impact on the effective tax rate if recognized. It is reasonably possible that the amount of unrecognized tax benefits could change due to one or more of the following events occurring in the next 12 months: expiring statutes, audit activity, tax payments, or competent authority proceedings. A statute of limitations relating to $ 34 of the unrecognized tax benefits (including interest) expires in the next 12 months. The benefit will be recognized if the statute lapses with no further action taken by regulators. Additionally, we recognized the release of $ 171 in unrecognized tax benefits related to the lapse of a statute of limitations in fiscal 2024. Interest and penalties incurred associated with uncertain tax positions are included in the "Income tax expense" line item in our consolidated statements of operations. Accrued interest and penalties are included in the related tax liability line item in our consolidated balance sheets of $ 21 and $ 28 as of April 27, 2024 and April 29, 2023, respectively. As of April 27, 2024, we had total valuation allowances against deferred tax assets of $ 7,197 , as compared to $ 4,900 as of April 29, 2023, representing an increase of $ 2,297 during fiscal 2024. The increase in valuation allowance as well as the majority of the total balance is related to the outside basis difference and impairments in equity method investments. A small portion of the total valuation allowances are related to foreign net operating loss carryfowards as detailed below. We consider all positive and negative evidence available in determining the potential of realizing deferred tax assets including its past operating results and the forecast of future earnings, category of income, future taxable income, and prudent and feasible tax planning strategies. If sufficient evidence of our ability to generate applicable taxable income in the jurisdictions in which we currently maintain a valuation allowance causes us to determine that our deferred tax assets are more likely than not realizable, we would release our valuation allowance, which would result in an income tax benefit being recorded in our consolidated statements of operations. As of April 27, 2024, we had foreign net operating loss (“NOL”) carryforwards of approximately $ 5,136 primarily related to our operations in Belgium and Ireland, which have indefinite lives. A deferred tax asset has been recorded for all NOL carryforwards totaling approximately $ 883 . However, due to uncertainty in future taxable income, a valuation allowance has been recorded for the full amount of the asset. Additional tax information: We are subject to United States federal income tax as well as income taxes of multiple state and foreign jurisdictions. Fiscal years 2021, 2022 and 2023 remain open to federal tax examinations, and fiscal years 2020, 2021, 2022 and 2023 remain open for state income tax examinations. Certain subsidiaries are also subject to income tax in several foreign jurisdictions which have open tax years varying by jurisdiction beginning in fiscal 2013. In the event of any future tax assessments, we have elected to record the income taxes and any related interest and penalties as income tax expense in our consolidated statements of operations. As of April 27, 2024, we had no deferred tax liability recognized relating to our investment in foreign subsidiaries where the earnings have been indefinitely reinvested. The Tax Act of 2017 generally eliminates United States federal income taxes on dividends from foreign subsidiaries, and, as a result, the accumulated undistributed earnings would be subject only to other taxes, such as withholding taxes and state income taxes, on the distribution of such earnings. No additional withholding or income taxes have been provided for any remaining undistributed foreign earnings not subject to the one-time deemed repatriation tax, as it is our intention for these amounts to continue to be indefinitely reinvested in foreign operations in all of our non-United States jurisdictions. 71 Table of Contents Note 13 . Cash Flow Information The changes in operating assets and liabilities consisted of the following: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 (Increase) decrease: Account receivable $ ( 7,733 ) $ ( 10,422 ) $ ( 33,876 ) Long-term receivables 620 1,950 ( 440 ) Inventories 10,859 ( 15,064 ) ( 61,159 ) Contract assets ( 9,262 ) ( 4,879 ) ( 9,545 ) Prepaid expenses and other current assets 1,086 5,267 ( 7,661 ) Income taxes receivables ( 124 ) 268 121 Investment in affiliates and other assets 214 ( 261 ) ( 357 ) Increase (decrease): Accounts payable ( 7,123 ) ( 5,344 ) 33,002 Contract liabilities ( 22,695 ) 3,468 27,398 Accrued expenses 10,891 ( 967 ) 6,354 Warranty obligations 4,312 607 1,160 Long-term warranty obligations 1,075 3,055 1,764 Income taxes payable 2,067 2,354 ( 379 ) Long-term marketing obligations and other payables 1,678 104 ( 1,762 ) $ ( 14,135 ) $ ( 19,864 ) $ ( 45,380 ) Supplemental disclosures of cash flow information consisted of the following: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Cash payments for: Interest $ 2,858 $ 1,075 $ 16 Income taxes, net of refunds 26,452 7,489 1,951 Non-cash impairment charges consisted of the following: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Non-cash impairment charges: Equity investees impairment $ 6,359 $ 4,473 $ — Goodwill impairment — 4,576 — Total non-cash impairment charges $ 6,359 $ 9,049 $ — 72 Table of Contents Supplemental schedule of non-cash investing and financing activities consisted of the following: Year Ended April 27, 2024 April 29, 2023 April 30, 2022 Demonstration equipment transferred to inventory $ — $ — $ 53 Purchases of property and equipment included in accounts payable 1,628 1,057 4,177 Contributions of common stock under the ESPP 1,200 1,207 1,211 Debt issuance costs — 2,875 — Note 14 . Fair Value Measurement ASC 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy within ASC 820 distinguishes between the following three levels of inputs which may be utilized when measuring fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices included within level 1 for the assets or liabilities, either directly or indirectly (for example, quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated input). Level 3 - Unobservable inputs supported by little or no market activity based on our own assumptions used to measure assets and liabilities. The fair values for fixed-rate long-term receivables are estimated using a discounted cash flow analysis based on interest rates currently being offered for contracts with similar terms to customers with similar credit quality. The carrying amounts reported in our consolidated balance sheets for long-term receivables approximate fair value and have been categorized as a level 2 fair value measurement. Fair values for fixed-rate long-term marketing obligations are estimated using a discounted cash flow calculation applying interest rates currently being offered for debt with similar terms and underlying collateral. The total carrying value of long-term marketing obligations as reported in our consolidated balance sheets within other long-term obligations approximates fair value and has been categorized as a level 2 fair value measurement. The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of April 27, 2024 and April 29, 2023 according to the valuation techniques we used to determine their fair values. There have been no transfers of assets or liabilities among the fair value hierarchies presented. 73 Table of Contents Fair Value Measurements Level 1 Level 2 Level 3 Total Balance as of April 27, 2024: Cash and cash equivalents $ 81,299 $ — $ — $ 81,299 Restricted cash 379 — — 379 Convertible note — — ( 41,550 ) ( 41,550 ) $ 81,678 $ — $ ( 41,550 ) $ 40,128 Balance as of April 29, 2023: Cash and cash equivalents $ 23,982 $ — $ — $ 23,982 Restricted cash 708 — — 708 Available-for-sale securities: US Government Sponsored entities — 534 — 534 Derivatives - liability position — ( 579 ) — ( 579 ) $ 24,690 $ ( 45 ) $ — $ 24,645 The following methods and assumptions were used to estimate the fair value of each class of financial instrument. During fiscal 2024, we added the fair value of the Convertible Note. There have been no other changes in the valuation techniques used by us to value our financial instruments since the end of fiscal 2023. Cash and cash equivalents : Consists of cash on hand in bank deposits and highly liquid investments, primarily money market accounts. The fair value was measured using quoted market prices in active markets. The carrying amount approximates fair value. Restricted cash : Consists of cash and cash equivalents held in bank deposit accounts to secure issuances of foreign bank guarantees. The fair value of restricted cash was measured using quoted market prices in active markets. The carrying amount approximates fair value. Convertible Note : We elected to value the Convertible Note at fair value in accordance with ASC 825-10-15-4(a) because of the embedded derivatives contained in the Convertible Note. The fair value of the Convertible Note was estimated using a binomial lattice model. Binomial lattice allows for the examination of the value to a holder and understanding the investment decision that would occur at each node. The fair value of the Convertible Note entered into during the first quarter of fiscal 2024 was classified as Level 3 because certain inputs for the valuation were not readily determinable or observable. Derivatives – currency forward contracts : Consists of currency forward contracts trading with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis. The fair value of these securities was measured based on a valuation from a third-party bank. See "Note 15. Derivative Financial Instruments" for more information regarding our derivatives. Non-recurring measurements: The fair value measurement standard also applies to certain non-financial assets and liabilities measured at fair value on a nonrecurring basis. Certain long-lived assets such as goodwill, intangible assets and property and equipment are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. See "Note 1. Nature of Business and Summary of Significant Accounting Policies" for further details of impairment loss of $ 6,359 for our investments in Miortech and XDC. Other measurements using fair value : Some of our financial instruments, such as accounts receivable, long-term receivables, prepaid expense and other assets, contract assets and liabilities, accounts payable, warranty obligations, and other long-term obligations are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to their short-term nature . 74 Table of Contents Note 15 . Derivative Financial Instruments We utilize derivative financial instruments to manage the economic impact of fluctuations in currency exchange rates on those transactions denominated in currencies other than our functional currency, which is the United States dollar. We enter into currency forward contracts to manage these economic risks. We account for all derivatives in the consolidated balance sheets within accounts receivable or accounts payable measured at fair value, and changes in fair values are recognized in earnings unless specific hedge accounting criteria are met for cash flow or net investment hedges. As of April 27, 2024 and April 29, 2023, we had not designated any of our derivative instruments as accounting hedges, and thus we recorded the changes in fair value in the "Other expense and debt issuance costs write-off, net" line item in the consolidated statements of operations. There were no foreign currency agreements outstanding as of April 27, 2024. The foreign currency exchange contracts in aggregated notional amounts in place to exchange United States dollars as of April 29, 2023 were as follows: April 27, 2024 April 29, 2023 United States Dollars Foreign Currency United States Dollars Foreign Currency Foreign Currency Exchange Forward Contracts: United States Dollars/Euros — — 7,758 7,513 As of April 27, 2024, there was an no asset or liability, and, as of April 29, 2023, there was an asset and liability of $ 0 and $ 579 , respectively, representing the fair value of foreign currency exchange forward contracts, which were determined using level 2 inputs from a third-party bank. Note 16 . Commitments and Contingencies Litigation: We are a party to legal proceedings and claims which arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections, and other legal matters on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for our financial statements to not be misleading. We do not record an accrual when the likelihood of loss being incurred is probable, but the amount cannot be reasonably estimated, or when the loss is believed to be only reasonably possible or remote, although disclosures will be made for material matters as required by ASC 450-20, Contingencies - Loss Contingencies . Our assessment of whether a loss is reasonably possible or probable is based on our assessment and consultation with legal counsel regarding the ultimate outcome of the matter following all appeals. For other unresolved legal proceedings or claims, we do not believe there is a reasonable probability that any material loss would be incurred. Accordingly, no material accrual or disclosure of a potential range of loss has been made related to these matters. We do not expect the ultimate liability of these unresolved legal proceedings or claims to have a material effect on our financial position, liquidity or capital resources. Warranties: See "Note 1. Nature of Business and Summary of Significant Accounting Policies" for more information regarding warranties. Changes in our warranty obligation for the fiscal years ended April 27, 2024 and April 29, 2023 consisted of the following: April 27, 2024 April 29, 2023 Beginning accrued warranty obligations $ 32,541 $ 28,878 Warranties issued during the period 14,422 13,429 Settlements made during the period ( 12,600 ) ( 11,044 ) Changes in accrued warranty obligations for pre-existing warranties during the period, including expirations 3,565 1,278 Ending accrued warranty obligations $ 37,928 $ 32,541 75 Table of Contents Performance guarantees: We have entered into standby letters of credit, bank guarantees and surety bonds with financial institutions relating to the guarantee of our future performance on contracts, primarily construction-type contracts. As of April 27, 2024, we had outstanding letters of credit, bank guarantees and surety bonds in the amount of $ 5,342 , $ 163 and $ 44,478 , respectively. Performance guarantees are issued to certain customers to guarantee the operation and installation of the equipment and our ability to complete a contract. These performance guarantees have various terms but are generally one year. We enter into written agreements with our customers, and those agreements often contain indemnification provisions that require us to make the customer whole if certain acts or omissions by us cause the customer financial loss. We make efforts to negotiate reasonable caps and limitations on the recovery of such damages. As of April 27, 2024, we were not aware of any indemnification claim from a customer. Purchase commitments: From time to time, we commit to purchase inventory, advertising, cloud-based information systems, information technology maintenance and support services, and various other products and services over periods that extend beyond one year. As of April 27, 2024, we were obligated under the following unconditional purchase commitments: Fiscal years ending Amount 2025 $ 6,067 2026 3,807 2027 100 2028 88 2029 50 Thereafter $ 100 $ 10,212 Note 17 . Related Party The Company's Board of Directors has adopted a written policy and procedures with respect to related party transactions, which the Audit Committee oversees. Under the policy, a "related party transaction" is generally defined as a transaction, arrangement, or relationship in which the Company was, is or will be a participant; the amount involved exceeds $ 120 ; and in which any "related person" had, has or will have a direct or indirect material interest. The policy generally defines a "related person" as a Director, executive officer or beneficial owner of more than five percent of any class of our voting securities and any immediate family member of any of the foregoing persons. The Audit Committee reviews and, if appropriate, approves related party transactions, including certain transactions which are deemed to be pre-approved under the policy. On an annual basis, the Audit Committee reviews any previously approved related party transaction that is ongoing. As reported in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the section entitled “Liquidity and Capital Resources” of our Annual Report on Form 10-K for the fiscal year ended April 29, 2023, effective on May 11, 2023, the Company entered into the Securities Purchase Agreement with Alta Fox Opportunities Fund, LP, as the holder (the "Holder") of the Convertible Note. Under the Securities Purchase Agreement, the Company sold and issued to the Holder the Convertible Note in exchange for the payment by the Holder to the Company of $ 25,000 . As of May 11, 2023, and based on Amendment No. 2 to the Schedule 13D filed by the Holder and its affiliates named therein on May 15, 2023 with the SEC, the Holder and its affiliates beneficially owned 4,768 shares of common stock of the Company, representing 9.99 percent of the Company’s common stock, causing the Holder to be a “related party” of the Company under the Company’s written policy and procedures and the applicable definitions under the Securities Act of 1933. The Securities Purchase Agreement, the Convertible Note, the Pledge and Security Agreement dated as of May 11, 2023 by and between the Holder and the Company, and the Registration Rights Agreement were approved in advance of their execution by the Company’s Strategy and Financing Review Committee, the members of which include all members of the Company’s Audit Committee. Since May 11, 2023, the largest aggregate amount outstanding under the Convertible Note was $ 25,563 , consisting of $ 25,000 of principal and $ 563 of interest. During fiscal 2024, we have made interest payments of $ 1,688 under the Convertible Note. 76 Table of Contents The description of the Securities Purchase Agreement, the Convertible Note, the Pledge and Security Agreement, and the Registration Rights Agreement dated as of May 11, 2023 by and between the Holder and the Company and their respective terms set forth in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the section entitled “Liquidity and Capital Resources” of the Company's Annual Report on Form 10-K for the fiscal year ended April 29, 2023 is hereby incorporated by reference into this Report. In addition, the Company is a party to the Standstill and Voting Agreement dated as of March 19, 2023 with Alta Fox Management, LLC and Connor Haley (the “Standstill Agreement”), who are affiliates of the Holder. The Standstill Agreement is filed as Exhibit 10.13 to this Form 10-K. As described in Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed with the SEC by the Holder and its affiliates named therein on June 9, 2023, and based on other information provided by the Holder, the following persons may be deemed to be beneficial owners of the shares of the Company’s common stock beneficially owned by the Holder: Alta Fox GenPar, LP, as the general partner of Alta Fox Opportunities Fund, LP; Alta Fox Equity, LLC, as the general partner of Alta Fox GenPar, LP; Alta Fox Capital Management, LLC, as the investment manager of Alta Fox Opportunities Fund, LP; and P. Connor Haley, as the sole owner, member and manager of each of Alta Fox Capital Management, LLC and Alta Fox Equity LLC. On June 7, 2023, the Company received from the Holder a written notice of a decrease in the “Percentage Cap” (as such term is defined in the Convertible Note) from 9.99 percent to 4.99 percent, which decrease became effective immediately upon the Company’s receipt of such written notice. The Percentage Cap generally represents the maximum percentage of shares of the Company’s common stock the Holder may own. In Amendment No. 3, the Holder and its affiliates identified in Amendment No. 3 owned 2,293 shares of common stock on June 9, 2023, representing 4.99 percent of the common stock of the Company, meaning the Holder and its affiliates are no longer “related parties” of the Company under the Company’s written policy and procedures and the applicable definitions under the Securities Act of 1933. During fiscal 2024, the Company and the South Dakota Board of Regents entered into contracts for video display systems for Dakota State University. The amount of the contracts was $ 1,178 A member of the Company's Board of Directors is the President of Dakota State University. See "Note 1. Nature of Business and Summary of Significant Accounting Policies" of the Notes to our Consolidated Financial Statements included in this Form 10-K for further details of related party transactions with our investments in the Affiliate Notes issued by our affiliates. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.