Item 1. Financial Statements
Item 1. FINANCIAL STATEMENTS
DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data) (unaudited)
January 31,
2026 April 26,
2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 144,424 $ 127,507
Accounts receivable, net 114,326 92,762
Inventories 103,596 105,839
Contract assets 48,314 41,169
Current maturities of long-term receivables 3,599 2,437
Prepaid expenses and other current assets 10,929 8,520
Income tax receivables 608 3,217
Total current assets 425,796 381,451
Property and equipment, net 64,208 73,884
Long-term receivables, less current maturities 1,862 1,030
Goodwill 3,710 3,188
Intangibles, net 3,371 568
Debt issuance costs, net — 1,289
Right of use, investment in affiliates, and other assets
17,077 9,378
Deferred income taxes 30,352 32,104
TOTAL ASSETS $ 546,376 $ 502,892
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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(in thousands, except per share data) (unaudited)
January 31,
2026 April 26,
2025
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 1,150 $ 1,500
Accounts payable 63,571 46,669
Contract liabilities 65,847 69,050
Accrued expenses 45,790 41,705
Warranty obligations 12,514 12,706
Income taxes payable 2,684 375
Total current liabilities 191,556 172,005
Long-term warranty obligations 24,884 23,124
Long-term contract liabilities 19,985 18,421
Other long-term obligations 6,224 6,839
Long-term debt, net 9,902 10,487
Deferred income taxes 87 85
Total long-term liabilities 61,082 58,956
STOCKHOLDERS' EQUITY:
Preferred Shares, $ 0.00001 par value, authorized 5,000 shares; no shares issued and outstanding
— —
Common stock, $ 0.00001 par value, authorized 115,000 shares; 53,565 and 53,030 shares issued as of January 31, 2026 and April 26, 2025, respectively
— —
Additional paid-in capital 195,552 189,940
Retained earnings 164,871 127,910
Treasury stock, at cost, 5,272 and 3,979 shares as of January 31, 2026 and April 26, 2025, respectively
( 62,536 ) ( 39,759 )
Accumulated other comprehensive loss ( 4,149 ) ( 6,160 )
TOTAL STOCKHOLDERS' EQUITY 293,738 271,931
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 546,376 $ 502,892
See notes to Condensed Consolidated Financial Statements.
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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended Nine Months Ended
January 31,
2026 January 25,
2025 January 31,
2026 January 25,
2025
Net sales $ 181,871 $ 149,507 $ 630,096 $ 583,926
Cost of sales 138,242 112,726 459,570 431,584
Gross profit 43,629 36,781 170,526 152,342
Operating expenses:
Selling 15,335 14,471 48,225 44,811
General and administrative 15,844 16,498 43,901 43,771
Product design and development 10,528 9,440 31,643 28,902
41,707 40,409 123,769 117,484
Operating income (loss)
1,922 ( 3,628 ) 46,757 34,858
Nonoperating income (expense):
Interest income (expense), net 1,072 508 2,523 710
Change in fair value of convertible note — ( 14,083 ) — ( 25,369 )
Other income (expense), net
518 ( 613 ) ( 1,683 ) ( 2,612 )
Income (loss) before income taxes
3,512 ( 17,816 ) 47,597 7,587
Income tax expense (benefit)
502 ( 660 ) 10,636 8,283
Net income (loss)
$ 3,010 $ ( 17,156 ) $ 36,961 $ ( 696 )
Weighted average shares outstanding:
Basic 48,489 47,764 48,696 46,944
Diluted 49,257 47,764 49,528 46,944
Earnings per share:
Basic $ 0.06 $ ( 0.36 ) $ 0.76 $ ( 0.01 )
Diluted $ 0.06 $ ( 0.36 ) $ 0.75 $ ( 0.01 )
See notes to Condensed Consolidated Financial Statements.
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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
Three Months Ended Nine Months Ended
January 31,
2026 January 25,
2025 January 31,
2026 January 25,
2025
Net income (loss) $ 3,010 $ ( 17,156 ) $ 36,961 $ ( 696 )
Other comprehensive income (loss):
Cumulative translation adjustments 1,392 ( 1,320 ) 2,001 ( 878 )
Unrealized gain (loss) on available-for-sale securities, net of tax
— ( 9 ) 10 11
Total other comprehensive income (loss), net of tax 1,392 ( 1,329 ) 2,011 ( 867 )
Comprehensive income (loss) $ 4,402 $ ( 18,485 ) $ 38,972 $ ( 1,563 )
See notes to Condensed Consolidated Financial Statements.
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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
Common Stock Treasury Stock
Number Amount Additional Paid-In Capital Retained Earnings Number Amount Accumulated Other Comprehensive Loss Total
Balance as of April 26, 2025 53,030 $ — $ 189,940 $ 127,910 ( 3,979 ) $ ( 39,759 ) $ ( 6,160 ) $ 271,931
Net income — — — 16,470 — — — 16,470
Cumulative translation adjustments — — — — — — 279 279
Share-based compensation — — 947 — — — — 947
Exercise of stock options 18 — 128 — — — — 128
Employee savings plan activity 60 — 648 — — — — 648
Treasury stock purchased — $ — $ — $ — ( 648 ) ( 10,652 ) $ — ( 10,652 )
Balance as of August 2, 2025 53,108 $ — $ 191,663 $ 144,380 ( 4,627 ) $ ( 50,411 ) $ ( 5,881 ) $ 279,751
Net income — — — 17,481 — — — 17,481
Cumulative translation adjustments — — — — — — 330 330
Unrealized gain on available-for-sale securities, net of tax — — — — — — 10 10
Share-based compensation — — 1,011 — — — — 1,011
Common stock issued upon vesting of Restricted Stock Units 168 — — — — — — —
Exercise of stock options 160 — 1,039 — — — — 1,039
Shares withheld for taxes on Restricted Stock Unit issuances ( 36 ) — ( 607 ) — — — — ( 607 )
Treasury stock purchase — — — — ( 97 ) ( 1,564 ) — ( 1,564 )
Balance as of November 1, 2025 53,400 $ — $ 193,106 $ 161,861 ( 4,724 ) $ ( 51,975 ) $ ( 5,541 ) $ 297,451
Net income — — — 3,010 — — — 3,010
Cumulative translation adjustments — — — — — — 1,392 1,392
Share-based compensation — — 1,687 — — — — 1,687
Exercise of stock options 55 — 329 — — — — 329
Common stock issued upon vesting of Restricted Stock Units 42 — — — — — — —
Employee savings plan activity 68 — 734 — — — — 734
Treasury stock purchase — — — — ( 548 ) ( 10,561 ) — ( 10,561 )
Conversion of an equity award to a liability award — — ( 304 ) — — — — ( 304 )
Balance as of January 31, 2026 53,565 $ — $ 195,552 $ 164,871 ( 5,272 ) $ ( 62,536 ) $ ( 4,149 ) $ 293,738
See notes to Condensed Consolidated Financial Statements.
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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(continued)
(in thousands)
(unaudited)
Common Stock Treasury Stock
Number Amount Additional Paid-In Capital Retained Earnings Number Amount Accumulated Other Comprehensive Loss Total
Balance as of April 27, 2024 48,121 $ 65,525 $ 52,046 $ 138,031 ( 1,907 ) $ ( 10,285 ) $ ( 6,525 ) $ 238,792
Net loss — — — ( 4,946 ) — — — ( 4,946 )
Cumulative translation adjustments — — — — — — 128 128
Share-based compensation — — 520 — — — — 520
Exercise of stock options 331 3,148 — — — — — 3,148
Employee savings plan activity 71 569 — — — — — 569
Balance as of July 27, 2024 48,523 $ 69,242 $ 52,566 $ 133,085 ( 1,907 ) $ ( 10,285 ) $ ( 6,397 ) $ 238,211
Net income — — — 21,406 — — — 21,406
Cumulative translation adjustments — — — — — — 314 314
Unrealized gain on available-for-sale securities, net of tax — — — — — — 20 20
Share-based compensation — — 530 — — — — 530
Exercise of stock options 183 1,040 — — — — — 1,040
Shares withheld for taxes on Restricted Stock Unit issuances ( 37 ) — ( 591 ) — — — ( 591 )
Common stock issued upon vesting of Restricted Stock Units 141 — — — — — — —
Balance as of October 26, 2024 48,810 $ 70,282 $ 52,505 $ 154,491 ( 1,907 ) $ ( 10,285 ) $ ( 6,063 ) $ 260,930
Net loss
— — — ( 17,156 ) — — — ( 17,156 )
Cumulative translation adjustments — — — — — — ( 1,320 ) ( 1,320 )
Unrealized gain (loss) on available-for-sale securities, net of tax — — — — — — ( 9 ) ( 9 )
Share-based compensation — — 573 — — — — 573
Exercise of stock options 118 868 — — — — — 868
Employee savings plan activity 78 624 — — — — — 624
Treasury stock purchase — — — — ( 536 ) ( 9,016 ) — ( 9,016 )
Settlement of convertible note — — 36,797 — — — — 36,797
Balance as of January 25, 2025 49,006 $ 71,774 $ 89,875 $ 137,335 ( 2,443 ) $ ( 19,301 ) $ ( 7,392 ) $ 272,291
See notes to Condensed Consolidated Financial Statements.
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DAKTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended
January 31,
2026 January 25,
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
$ 36,961 $ ( 696 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 14,738 14,707
Gain on sale of property, equipment and other assets ( 167 ) ( 118 )
Share-based compensation 3,645 1,623
Equity in loss of affiliates 1,767 2,594
(Reversal of) allowance for credit losses on affiliate loan
( 545 ) —
Provision for (recoveries of) doubtful accounts, net 774 ( 481 )
Deferred income taxes, net 1,787 877
Change in fair value of convertible note — 25,369
Change in operating assets and liabilities ( 4,638 ) 30,964
Net cash provided by operating activities 54,322 74,839
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment ( 10,395 ) ( 14,668 )
Proceeds from sales of property, equipment and other assets 553 212
Loans to equity investees ( 5,150 ) ( 3,326 )
Acquisition, net of cash acquired
44 —
Net cash used in investing activities ( 14,948 ) ( 17,782 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on notes payable 1,400 —
Payments on notes payable ( 2,596 ) ( 1,733 )
Principal payments on long-term obligations ( 104 ) ( 310 )
Payments for common shares repurchased ( 22,777 ) ( 9,016 )
Proceeds from exercise of stock options 1,496 5,056
Tax payments related to RSU issuances ( 607 ) ( 591 )
Net cash used in financing activities
( 23,188 ) ( 6,594 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH 731 28
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 16,917 50,491
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period 127,507 81,678
End of period $ 144,424 $ 132,169
Supplemental disclosures of cash flow information:
Cash paid for:
Interest $ 693 $ 2,657
Income taxes, net of refunds 3,876 16,622
Supplemental schedule of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable 494 2,890
Contributions of common stock under the employee stock purchase plan 1,382 1,192
Settlement of convertible note — 36,797
See notes to Condensed Consolidated Financial Statements.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollar and share amounts in thousands, except per share data)
(unaudited)
Note 1. Basis of Presentation
Daktronics, Inc. and its subsidiaries (the “Company”, “Daktronics”, “we”, “our”, or “us”) are recognized industry leaders in the design and manufacturing of electronic scoreboards, programmable display systems, and large-screen video displays serving sporting, commercial, and transportation markets.
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management, these financial statements reflect all adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. All such adjustments are of a normal recurring nature.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent liabilities. Significant estimates include, but are not limited to, revenue recognition, warranty obligations, the fair value of long-term debt and investments in affiliates, income tax provisions, and stock-based compensation. Actual results may differ materially from those estimates due to inherent uncertainties.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. The balance sheet as of April 26, 2025, has been derived from the audited financial statements as of that date but does not include all disclosures required for annual financial statements. These interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended April 26, 2025 (the “Form 10-K”).
The Company operates on a 52- or 53-week fiscal year ending on the Saturday closest to April 30. When April 30 falls on a Wednesday, the fiscal year ends on the preceding Saturday. Each fiscal quarter consists of 13 weeks, except in a 53-week fiscal year, where the first quarter includes 14 weeks. The nine months ended January 31, 2026, and January 25, 2025, included 40 and 39 weeks of operations, respectively.
There have been no material changes to the Company’s significant accounting policies and estimates as disclosed in the Form 10-K.
Cash and cash equivalents
Cash and cash equivalents are presented in the Condensed Consolidated Balance Sheets with the corresponding totals reported in the Condensed Consolidated Statements of Cash Flows. The Company had no restricted cash or restricted cash equivalents as of January 31, 2026 or January 25, 2025.
We maintain foreign currency cash accounts to support our global operations. These balances are subject to fluctuations in foreign exchange rates, which may impact our consolidated financial position and results of operations.
As of January 31, 2026, our total cash and cash equivalents were $ 144,424 , of which $ 130,644 were denominated in U.S. dollars. Included in the U.S. dollar-denominated balances were $ 9,164 held by our foreign subsidiaries. The remaining $ 13,780 were denominated in foreign currencies, with $ 11,704 maintained in accounts held by our foreign subsidiaries.
Recent Accounting Pronouncements
Accounting Standards Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with
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early adoption permitted. ASU 2023-07 requires the retrospective adoption method. The Company adopted ASU 2023-07 for annual periods beginning in the fiscal year ended April 26, 2025, noting there were no changes to our reportable segments. The Company has adopted ASU 2023-07 for interim periods beginning in the fiscal year ending May 2, 2026.
Accounting Standards Not Yet Adopted
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 the disaggregation of the disclosures of income taxes paid 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.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"), requiring disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027; however, early adoption is permitted and can be applied either prospectively or retrospectively. We are currently evaluating the impact of ASU 2024-03 on our expense disaggregation disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers . Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company is required to adopt this guidance in fiscal year 2027 on a prospective basis. We are currently evaluating the impact of ASU 2025-05 on our expense disaggregation disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) (“ ASU 2025-06”), which modernizes the accounting for internal-use software costs to reflect current development practices. The update eliminates the previous three-stage model (preliminary, application development, and post-implementation) and instead introduces a principles-based approach. Under the new guidance, capitalization begins when (1) management authorizes and commits to funding the project, and (2) it is probable the project will be completed and the software will be used for its intended purpose. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted and transition options including prospective, retrospective, or modified retrospective application. We are currently evaluating the impact of ASU 2025-06 on our accounting policies and disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ ASU 2025-11”). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. ASU 2025-11 is effective for annual periods beginning after December 15, 2027, including interim periods within that annual period. We are currently evaluating the impact of ASU 2025-11 on our accounting policies and disclosures.
Note 2. Investments in Affiliates
We account for investments in other entities using the equity method when our ownership interest provides us with the ability to exercise significant influence over the operating and financial policies of the investee. Our assessment of significant influence considers factors such as ownership percentage, board representation, participation in policy-making decisions, commercial arrangements, and material intercompany transactions.
Miortech
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We evaluated our investment in an affiliate of Miortech Holding B.V. (dba Etulipa) (“Miortech”), which is focused on low-power outdoor electrowetting technology. As of January 31, 2026, our ownership interest in Miortech was 55.9 percent. Despite our majority ownership, we determined Miortech is a variable interest entity (“VIE”) and, based on management’s analysis, Daktronics is not the primary beneficiary as the power criterion was not met. Accordingly, we do not consolidate this entity but account for our investment in such entity under the equity method.
As of January 31, 2026 and April 26, 2025, the carrying value of our equity method investment in Miortech was zero. Our proportional share of the affiliate loss with respect to Miortech is recorded in “Other expense, net” in our Condensed Consolidated Statements of Operations. For the three and nine months ended January 31, 2026, our share of such affiliate losses were $ 223 and $ 752 , respectively, compared to $ 212 and $ 693 , respectively, for the three and nine months ended January 25, 2025.
Additionally, we have provided funding to Miortech through a promissory note (the “Miortech Affiliate Note”). During the nine months ended January 31, 2026, we advanced $ 930 to Miortech under the Miortech Affiliate Note, as compared to $ 1,340 during fiscal year 2025. Accrued interest on the Miortech Affiliate Note was $ 177 and $ 149 as of January 31, 2026 and April 26, 2025, respectively. The total face value of the outstanding Miortech Affiliate Note was $ 5,250 and $ 3,809 as of January 31, 2026 and April 26, 2025, respectively. These balances are included in “Right of use, investment in affiliates, and other assets” in our Condensed Consolidated Balance Sheets. We periodically assessed the Miortech Affiliate Note for impairment and expected credit losses, and concluded that no impairment existed for the periods ended January 31, 2026 and April 26, 2025.
The balance of our Miortech Affiliate Note totaled $ 3,813 and $ 3,123 as of January 31, 2026 and April 26, 2025, respectively.
XDC
On December 22, 2025, the Company acquired a display business (the “Display Business”) consisting of intellectual property, equipment assets, technical expertise, contract rights, other personal property, and related assets (collectively, the “Display Business Assets”) from X Display Company Technology Limited (“XDC,” and such acquisition, the “XDC Acquisition”). Historically, the Company held an equity interest in XDC which was accounted for under the equity method. Refer to “Note 6. Business Combinations” of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information on this acquisition.
As of April 26, 2025, the carrying value of our equity method investment in XDC was zero. Our proportional share of the affiliate loss in XDC is recorded in “Other expense, net” in our Condensed Consolidated Statements of Operations. For the three and nine months ended January 31, 2026, our share of affiliate losses recognized through December 22, 2025 with respect to XDC were $ 303 and $ 1,015 , respectively, compared to $ 550 and $ 1,901 , respectively, for the three and nine months ended January 25, 2025.
We had provided funding to XDC through promissory notes, some of which were convertible (collectively, the “XDC Affiliate Notes”). During fiscal 2026, through December 22, 2025, we advanced $ 4,100 to XDC under the XDC Affiliate Notes, as compared to $ 3,225 during fiscal year 2025. Accrued interest on the XDC Affiliate Notes was $ 499 and $ 689 as of December 22, 2025 and April 26, 2025, respectively. The total face value of the outstanding XDC Affiliate Note was $ 16,034 as of April 26, 2025. These balances are included in “Right of use, investment in affiliates, and other assets” in our Condensed Consolidated Balance Sheets. We periodically assessed the XDC Affiliate Notes for impairment and expected credit losses. During the fourth quarter of fiscal 2025, we recorded a provision of $ 15,480 related to an XDC Affiliate Note deemed uncollectible. During fiscal 2026, through December 22, 2025, an additional provision of $ 1,012 was recorded for another XDC Affiliate Note expected to be uncollectible. These provisions are included in “Other expense, net.” Prior to the XDC Acquisition, we forgave $ 16,492 of the XDC Affiliate Notes.
Additionally, we also engage in related party transactions with XDC, primarily for research and development services. For the nine months ended January 31, 2026 and January 25, 2025, we recorded expenses of $ 325 and $ 593 , respectively, in “Product design and development.” Amounts recognized during the nine months ended January 31, 2026 relate to services provided prior to the XDC Acquisition on December 22, 2025. Unpaid amounts related to these services were $ 49 and $ 109 as of January 31, 2026 and January 25, 2025, respectively, and are included in “Accounts payable.”
Note 3. Earnings Per Share
We compute earnings per share (“EPS”) in accordance with the provisions of Accounting Standards Codification Topic 260, Earnings Per Share. Basic EPS is calculated by dividing net income attributable to holders of our common stock, par
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value $ 0.00001 per share (“Common Stock”), by the weighted average number of common shares outstanding during the reporting period.
Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, converted, or otherwise resulted in the issuance of common shares that participate in our earnings.
The following table presents a reconciliation of net income and the number of shares of Common Stock used in the calculation of basic and diluted EPS for the three and nine months ended January 31, 2026, and January 25, 2025:
Three Months Ended Nine Months Ended
January 31,
2026 January 25,
2025 January 31,
2026 January 25,
2025
Earnings per share - basic
Net income (loss)
$ 3,010 $ ( 17,156 ) $ 36,961 $ ( 696 )
Weighted average shares outstanding 48,489 47,764 48,696 46,944
Basic earnings per share $ 0.06 $ ( 0.36 ) $ 0.76 $ ( 0.01 )
Earnings per share - diluted
Net income (loss) $ 3,010 $ ( 17,156 ) $ 36,961 $ ( 696 )
Diluted net income $ 3,010 $ ( 17,156 ) $ 36,961 $ ( 696 )
Weighted average common shares outstanding 48,489 47,764 48,696 46,944
Dilution associated with stock compensation plans 768 — 832 —
Weighted average common shares outstanding, assuming dilution 49,257 47,764 49,528 46,944
Diluted earnings per share $ 0.06 $ ( 0.36 ) $ 0.75 $ ( 0.01 )
During the three months ended January 31, 2026, 61 shares of potential Common Stock related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive. For the three months ended January 25, 2025, 934 shares of potential common stock, no par value, related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive. The excluded shares include options to purchase 29 shares of common stock, no par value, with a weighted average exercise price of $ 11.87 .
During the nine months ended January 31, 2026, 51 shares of potential Common Stock related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive. For the nine months ended January 25, 2025, 992 shares of potential common stock, no par value, related to stock-based compensation plans were excluded from the computation of diluted EPS because their inclusion would have been anti-dilutive. The excluded shares include options to purchase 51 shares of common stock, no par value, with a weighted average exercise price of $ 10.43 .
During the three months ended January 25, 2025, 3,079 potential shares of common stock, no par value, issuable upon conversion of a senior secured convertible promissory note in the original principal amount of $ 25,000 dated as of May 11, 2023, issued by the Company to Alta Fox Opportunities Fund, LP (the "Convertible Note") were included in the computation of diluted EPS. For the nine months ended January 25, 2025, 3,697 potential common shares issuable upon conversion of the Convertible Note were not included in the computation of diluted EPS, as their inclusion would have been anti-dilutive.
Note 4. Revenue Recognition
Disaggregation of revenue
In accordance with ASC 606-10-50, Revenue from Contracts with Customers, we disaggregate revenue based on the nature of the performance obligations and the timing of revenue recognition. This approach is intended to meet the disclosure objective of depicting how the nature, amount, timing, and uncertainty of revenue and cash flows are influenced by
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economic factors. It also enables users of the financial statements to understand the relationship between revenue streams and each of our reportable segments.
The following table presents our disaggregated revenue by segment:
Three Months Ended January 31, 2026
Commercial Live Events High School
Park and Recreation
Transportation International Total
Type of performance obligation
Unique configuration $ 4,631 $ 60,254 $ 7,140 $ 7,132 $ 4,333 $ 83,490
Limited configuration 33,089 6,677 21,704 6,094 9,983 77,547
Service and other 5,786 7,980 2,805 2,047 2,216 20,834
$ 43,506 $ 74,911 $ 31,649 $ 15,273 $ 16,532 $ 181,871
Timing of revenue recognition
Goods/services transferred at a point in time $ 35,918 $ 9,918 $ 21,470 $ 7,535 $ 10,928 $ 85,769
Goods/services transferred over time 7,588 64,993 10,179 7,738 5,604 96,102
$ 43,506 $ 74,911 $ 31,649 $ 15,273 $ 16,532 $ 181,871
Nine Months Ended January 31, 2026
Commercial Live Events High School
Park and Recreation
Transportation International Total
Type of performance obligation
Unique configuration $ 19,513 $ 186,012 $ 26,668 $ 24,769 $ 20,660 $ 277,622
Limited configuration 103,527 26,233 101,229 21,552 36,016 288,557
Service and other 17,385 23,947 9,066 6,801 6,718 63,917
$ 140,425 $ 236,192 $ 136,963 $ 53,122 $ 63,394 $ 630,096
Timing of revenue recognition
Goods/services transferred at a point in time $ 111,923 $ 35,625 $ 101,122 $ 26,062 $ 38,456 $ 313,188
Goods/services transferred over time 28,502 200,567 35,841 27,060 24,938 316,908
$ 140,425 $ 236,192 $ 136,963 $ 53,122 $ 63,394 $ 630,096
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Three Months Ended January 25, 2025
Commercial Live Events High School
Park and Recreation
Transportation International Total
Type of performance obligation
Unique configuration $ 7,361 $ 29,934 $ 5,970 $ 11,228 $ 7,494 $ 61,987
Limited configuration 24,997 8,227 20,534 5,974 7,909 67,641
Service and other 5,618 7,911 2,863 1,587 1,900 19,879
$ 37,976 $ 46,072 $ 29,367 $ 18,789 $ 17,303 $ 149,507
Timing of revenue recognition
Goods/services transferred at a point in time $ 27,229 $ 11,184 $ 20,384 $ 6,921 $ 8,599 $ 74,317
Goods/services transferred over time 10,747 34,888 8,983 11,868 8,704 75,190
$ 37,976 $ 46,072 $ 29,367 $ 18,789 $ 17,303 $ 149,507
Nine Months Ended January 25, 2025
Commercial Live Events High School
Park and Recreation
Transportation International Total
Type of performance obligation
Unique configuration $ 19,129 $ 181,541 $ 24,888 $ 38,810 $ 14,500 $ 278,868
Limited configuration 79,135 28,161 91,928 19,507 27,436 246,167
Service and other 17,350 22,185 8,628 4,440 6,288 58,891
$ 115,614 $ 231,887 $ 125,444 $ 62,757 $ 48,224 $ 583,926
Timing of revenue recognition
Goods/services transferred at a point in time $ 87,470 $ 37,101 $ 92,286 $ 22,302 $ 30,659 $ 269,818
Goods/services transferred over time 28,144 194,786 33,158 40,455 17,565 314,108
$ 115,614 $ 231,887 $ 125,444 $ 62,757 $ 48,224 $ 583,926
See "Note 5. Segment Reporting" for a disaggregation of revenue by geography.
Contract balances
Contract assets represent revenue recognized for performance obligations satisfied but not yet billed and include unbilled receivables. Unbilled receivables reflect an unconditional right to payment that is subject only to the passage of time and are reclassified to accounts receivable once billed in accordance with contractual terms.
Contract liabilities represent amounts billed to customers in excess of revenue recognized to date and are recognized as revenue when the related performance obligations are satisfied.
The following table summarizes the changes in our contract assets and contract liabilities for the periods presented:
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January 31,
2026 April 26,
2025 Dollar
Change Percent
Change
Contract assets $ 48,314 $ 41,169 $ 7,145 17.4 %
Contract liabilities - current 65,847 69,050 ( 3,203 ) ( 4.6 )
Contract liabilities - noncurrent 19,985 18,421 1,564 8.5
The changes in our contract assets and contract liabilities from April 26, 2025 to January 31, 2026 were primarily driven by the timing of billing schedules and revenue recognition. These fluctuations are influenced by the contractual payment terms and the seasonal nature of the sports markets.
No significant impairments of contract assets were identified during the three months ended January 31, 2026.
For service-type warranty contracts, revenue is allocated to the related performance obligation and recognized over time, while associated costs are recognized as incurred. Earned and unearned revenues related to these contracts are reported within the “Contract assets” and “Contract liabilities” line items in our Condensed Consolidated Balance Sheets.
The following table summarizes the changes in unearned service-type warranty contracts, net, for the nine months ended January 31, 2026:
January 31,
2026
Balance as of April 26, 2025 $ 35,129
New contracts sold 41,342
Less: reductions for revenue recognized ( 38,362 )
Foreign currency translation and other ( 77 )
Balance as of January 31, 2026 $ 38,032
Contracts in progress identified as loss contracts as of January 31, 2026 and April 26, 2025 were immaterial. Provisions for such losses are recorded in the “Accrued expenses” line item in our Condensed Consolidated Balance Sheets.
During the nine months ended January 31, 2026, we recognized $ 61,213 of revenue that was previously recorded as contract liabilities as of April 26, 2025.
Remaining performance obligations
As of January 31, 2026, the aggregate amount of the transaction price allocated to the remaining performance obligations was $ 412,511 . This consists of $ 342,338 related to product agreements and $ 70,173 related to service agreements. We expect approximately $ 355,718 of these obligations to be recognized as revenue within the next 12 months, with the remainder recognized thereafter.
While remaining performance obligations represent legally binding business commitments, they are subject to change due to cancellations, deferrals, or scope adjustments. Known changes—including project cancellations, scope revisions, foreign currency exchange fluctuations, and deferrals—are reflected or excluded from the reported balance, as appropriate.
Revenue recognized during the nine months ended January 31, 2026 and January 25, 2025 related to performance obligations satisfied in prior periods was immaterial.
Note 5. Segment Reporting
The following table presents selected financial information for each of our five reportable segments for the periods indicated:
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Three Months Ended Nine Months Ended
January 31,
2026 January 25,
2025 January 31,
2026 January 25,
2025
Net sales:
Commercial $ 43,506 $ 37,976 $ 140,425 $ 115,614
Live Events 74,911 46,072 236,192 231,887
High School Park and Recreation 31,649 29,367 136,963 125,444
Transportation 15,273 18,789 53,122 62,757
International 16,532 17,303 63,394 48,224
Total consolidated net sales 181,871 149,507 630,096 583,926
Cost of Sales:
Commercial 31,399 28,890 101,348 87,795
Live Events 59,803 37,278 181,134 182,095
High School Park and Recreation 22,150 20,075 91,436 81,032
Transportation 10,795 11,863 36,925 39,410
International 14,095 14,620 48,727 41,252
Gross profit:
Commercial 12,107 9,086 39,077 27,819
Live Events 15,108 8,794 55,058 49,792
High School Park and Recreation 9,499 9,292 45,527 44,412
Transportation 4,478 6,926 16,197 23,347
International 2,437 2,683 14,667 6,972
Total consolidated gross profit 43,629 36,781 170,526 152,342
Less:
Selling 15,335 14,471 48,225 44,811
General and administrative 15,844 16,498 43,901 43,771
Product design and development 10,528 9,440 31,643 28,902
Interest (income) expense, net ( 1,072 ) ( 508 ) ( 2,523 ) ( 710 )
Change in fair value of convertible note — 14,083 — 25,369
Other (income) expense, net
( 518 ) 613 1,683 2,612
Income (loss) before income taxes
$ 3,512 $ ( 17,816 ) $ 47,597 $ 7,587
Depreciation and amortization:
Commercial $ 1,104 $ 1,060 $ 3,271 $ 3,217
Live Events 1,222 1,456 3,710 4,297
High School Park and Recreation 680 522 2,010 1,588
Transportation 198 203 594 610
International 452 542 1,330 1,654
Total depreciation and amortization for reportable segments 3,656 3,783 10,915 11,366
Unallocated corporate depreciation and amortization 1,494 1,130 3,823 3,341
Total depreciation and amortization $ 5,150 $ 4,913 $ 14,738 $ 14,707
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No single geographic region, other than the United States, represents a material portion of our net sales or our property and equipment, net of accumulated depreciation.
The following table provides a summary of net sales and property and equipment, net of accumulated depreciation, for the United States and all other geographic areas:
Three Months Ended Nine Months Ended
January 31,
2026 January 25,
2025 January 31,
2026 January 25,
2025
Net sales:
United States $ 161,356 $ 127,159 $ 551,850 $ 518,816
Outside United States 20,515 22,348 78,246 65,110
$ 181,871 $ 149,507 $ 630,096 $ 583,926
January 31,
2026 April 26,
2025
Property and equipment, net of accumulated depreciation:
United States $ 56,667 $ 66,701
Outside United States 7,541 7,183
$ 64,208 $ 73,884
We serve a diverse customer base across global markets for our products and services. No individual customer accounted for 10 percent or more of our net sales during the reporting period. Accordingly, we are not economically dependent on a limited number of customers for the sale of our products and services.
We also source raw materials and components from a broad network of suppliers. No single supplier represented 10 percent or more of our cost of sales. However, our global supply chain is complex and subject to geopolitical and transportation risks. Additionally, we rely on certain single-source suppliers, which may constrain availability or result in delays in obtaining critical materials and components required for manufacturing.
Note 6. Business Combinations
On December 22, 2025, the Company acquired the Display Business from XDC, which consisted of intellectual property, equipment assets, technical expertise, contract rights, other personal property, and related assets.
The Display Business Assets acquired by the Company pursuant to the XDC Acquisition comprise substantially all of the Display Business’s assets. Certain employees of XDC were also hired by the Company in connection with the acquisition. As consideration for the hiring of such employees and the acquisition of the Display Business Assets, the Company assumed specific liabilities of XDC and settled a portion of principal and accrued interest owed to the Company by XDC under certain promissory notes. The total consideration for the XDC Acquisition was $ 4,141 . We accounted for the XDC Acquisition as a business combination using the acquisition method of accounting and performed an allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.
The acquisition is not significant to our condensed consolidated financial statements and as such we have not included disclosures of the allocation of the purchase price. Additionally, we have not included any pro forma disclosures as the results of its operations are not significant to our consolidated financial results. The results of XDC’s Display Business operations have been included in our condensed consolidated financial statements since the date of acquisition.
Note 7. Goodwill
The following table summarizes changes in the carrying amount of goodwill for each reportable segment with a goodwill balance for the nine months ended January 31, 2026:
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Live Events Commercial Transportation Total
Balance as of April 26, 2025 $ — $ 3,159 $ 29 $ 3,188
Foreign currency translation — 56 16 72
XDC Acquisition 153 148 149 450
Balance as of January 31, 2026 $ 153 $ 3,363 $ 194 $ 3,710
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 the carrying value may not be recoverable. Our annual impairment assessment is performed during the third quarter of each fiscal year, based on the goodwill balance as of the first business day of that quarter. As of January 31, 2026, our most recent annual goodwill impairment test concluded that no impairment existed.
As part of the XDC Acquisition, we recorded $ 450 of goodwill which is related to the value of the assembled workforce acquired and is not deductible for tax purposes.
As of January 31, 2026 and April 26, 2025, the total accumulated goodwill impairments were $ 4,576 .
Note 8. Financing Agreements
The following table summarizes the components of our long-term debt as of the dates indicated:
January 31,
2026 April 26,
2025
Mortgage $ 11,213 $ 12,375
Long-term debt, gross 11,213 12,375
Debt issuance costs, net ( 161 ) ( 388 )
Current portion ( 1,150 ) ( 1,500 )
Long-term debt, net $ 9,902 $ 10,487
Credit Agreements
On November 26, 2025, the Company entered into a new $ 71,500 senior secured credit facility (the “New Credit Facility”) pursuant to a Credit Agreement (the “New Credit Agreement”), between and among the Company, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), the Lenders, and the other Loan Parties. The following capitalized terms have specific meanings as defined in the New Credit Agreement: Lenders; Loan Parties; Adjusted Term SOFR Rate; Adjusted Daily Simple SOFR; CB Floating Rate; Total Leverage Ratio; and Fixed Charge Coverage Ratio.
The New Credit Facility created pursuant to the New Credit Agreement is comprised of:
• a $ 60,000 revolving credit facility (the “Revolver”), maturing on November 26, 2028 (the “Maturity Date”); and
• an $ 11,500 term loan (the “New Term Loan”), amortizing in equal quarterly installments of $ 288 , with the remaining principal due on the Maturity Date.
The Revolver and the New Term Loan are guaranteed by the Loan Parties and are secured by perfected, first‑priority liens on substantially all personal property and assets of the Company and the other Loan Parties, including intellectual property, pursuant to a new pledge and security agreement and related collateral documents (collectively, the “New Security Agreement”). The New Security Agreement replaced the prior pledge and security agreement entered into in connection with the Prior Credit Agreement (as defined herein).
Borrowings under the New Credit Facility bear interest, at one of the following rates to be selected by the Company, in its discretion: (i) the Adjusted Term SOFR Rate plus a 0.10 % margin; (ii) the Adjusted Daily Simple SOFR plus a 0.10 % margin; or (iii) the CB Floating Rate with a 0.00 % margin. Amounts repaid under the New Term Loan may not be reborrowed. Undrawn commitments under the Revolver accrue a commitment fee of 0.20 % per year.
Letters of credit issued under the Revolver accrue customary fees and generally must expire no later than five business days prior to the Maturity Date.
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The financial covenants under the New Credit Agreement require the Company to maintain (i) a maximum quarterly Total Leverage Ratio of 3.00 to 1.00 and (ii) a minimum Fixed Charge Coverage Ratio of 1.25 to 1.00. There is a limited ability to exclude certain unfinanced capital expenditures from these calculations when specified liquidity thresholds are met. These covenants apply to borrowings under both the Revolver and the New Term Loan. The New Credit Agreement includes customary representations, covenants, and events of default, including limitations on incurring additional debt, liens, investments, asset sales, restricted payments, and affiliate transactions.
Proceeds from the New Credit Facility may be used to refinance existing indebtedness and for working capital and other general corporate purposes.
As of January 31, 2026, the Company was in compliance with all covenants under the New Credit Agreement and other agreements related to the New Credit Facility. There were no advances under the New Term Loan portion of our line of credit, and the balance of letters of credit issued and outstanding under the Revolver was approximately $ 1,911 . As of January 31, 2026, $ 58,089 of the New Credit Facility remains in place and available for borrowing.
In connection with entering into the New Credit Agreement, the Company terminated its prior senior credit facility dated May 11, 2023 (as amended, the “Prior Credit Agreement”), which consisted of an asset‑based revolving credit facility and a delayed draw term loan. All outstanding obligations under the Prior Credit Agreement were repaid in full, and all related liens, including the mortgage on the Company’s Brookings, South Dakota real property, were released. No material early termination penalties were incurred in connection with the termination of the Prior Credit Agreement. Certain customary obligations, including indemnification and confidentiality provisions, survive the termination of the Prior Credit Agreement.
Convertible Note
As of January 31, 2026 and April 26, 2025, there was no outstanding balance under the Convertible Note. During fiscal 2025, the Company fully settled the Convertible Note through a series of forced conversions in accordance with its terms. These conversions resulted in the issuance of shares of Common Stock to Alta Fox Opportunities and the extinguishment of the debt on the dates of settlement. Accordingly, there is no remaining principal or accrued interest associated with the Convertible Note, and no further obligations under its terms. Additional details regarding the Convertible Note activity during fiscal 2025 are included in “Note 17. Related Party Transactions” of the Form 10-K.
Debt Issuance Costs
Debt issuance costs incurred in connection with our financing agreements are capitalized and amortized on a straight‑line basis over the term of the related debt agreement. In the event of early principal repayments or the termination of a debt agreement, any remaining unamortized debt issuance costs associated with such agreement are expensed.
In connection with the termination of the Prior Credit Agreement, the Company expensed $ 566 of unamortized debt issuance costs, which were recorded as interest expense.
Amortization of debt issuance costs totaled $ 1,516 and $ 1,211 for t he nine months ended January 31, 2026 and January 25, 2025, respectively . The amortization for the nine months ended January 31, 2026 includes amortization related to both the Prior Credit Agreement prior to its termination and the New Credit Facility subsequent to its execution.
As of January 31, 2026 , the remaining unamortized debt issuance costs of $ 161 were being amortized over the remaining term of the New Credit Facility.
Future Maturities
The following table presents the aggregate contractual maturities of our long-term debt by fiscal year:
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Fiscal years Amount
Remainder of 2026 $ 288
2027 1,150
2028 1,150
2029 8,625
2030 —
Total debt $ 11,213
Note 9. Commitments and Contingencies
Litigation: We are involved in legal proceedings and claims that arise in the ordinary course of business. We continuously evaluate these matters, including regulatory reviews and inspections, and apply appropriate accounting guidance when determining accruals and disclosures. Contingency accruals are recorded when a loss is considered probable and the amount can be reasonably estimated. If a reasonably possible loss exceeds the amount accrued and disclosure is necessary to avoid misleading financial statements, we disclose the estimated range of loss. No accrual is recorded when a loss is probable but not reasonably estimable, or when a loss is considered reasonably possible or remote; however, material matters are disclosed as required under ASC 450-20, Contingencies – Loss Contingencies .
Our assessment of whether a loss is reasonably possible or probable is based on management’s evaluation and consultation with legal counsel regarding the ultimate outcome of each matter, including the impact of any appeals.
For other unresolved legal proceedings or claims, we do not believe there is a reasonable probability that a material loss will be incurred. Accordingly, no material accruals or disclosures of potential loss ranges have been made. Although the outcome of these matters is uncertain, we do not expect the ultimate resolution of these matters to have a material adverse impact on our business, financial position, results of operations, liquidity, or capital resources.
Warranties: The following table summarizes changes in our warranty obligations for the nine months ended January 31, 2026.
January 31,
2026
Balance as of April 26, 2025 $ 35,830
Warranties issued during the period 11,361
Settlements made during the period ( 6,764 )
Changes in accrued warranty obligations for pre-existing warranties during the period, including expirations ( 3,029 )
Balance as of January 31, 2026 $ 37,398
Performance guarantees: We have entered into standby letters of credit, bank guarantees, and surety bonds with financial institutions to support our contractual obligations, primarily related to construction-type contracts. These instruments serve as guarantees of our future performance, including the operation and installation of equipment and the completion of contractual deliverables.
As of January 31, 2026, we had $ 65,964 of bonded work outstanding and $ 1,911 in letters of credit outstanding. These performance guarantees generally have terms of one year , although specific durations may vary by contract.
We enter into written agreements with customers that may include indemnification provisions requiring us to compensate the customer for financial losses resulting from certain acts or omissions. We seek to negotiate reasonable limitations and caps on such indemnification obligations. As of January 31, 2026, we were not aware of any material indemnification claims.
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Note 10. Income Taxes
The provision for income taxes during interim reporting periods is calculated by applying an estimate of the annual effective tax rate to “ordinary” income or loss for the reporting period, adjusted for discrete items. Due to various factors, including our estimate of annual income, our effective tax rate is subject to fluctuation.
Our effective tax rates for the three and nine months ended January 31, 2026 were 14.3 percent and 22.3 percent, respectively. The tax rates were primarily driven by permanent tax adjustments and the reversal of valuation allowance in proportion to the increase in pre-tax income during the period. The effective tax rates for the three and nine months ended January 25, 2025 of 3.7 percent and 109.2 percent, respectively, were driven by the impacts of the Convertible Note fair value adjustments.
We operate both domestically and internationally and, as of January 31, 2026, the undistributed earnings of our foreign subsidiaries were considered to be reinvested indefinitely. Additionally, as of January 31, 2026, we had $ 470 of unrecognized tax benefits which would reduce our effective tax rate if recognized.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant tax related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates with the earliest provisions taking effect in fiscal 2026 and others beginning in fiscal 2027 and beyond. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws affecting current taxes to be reflected in the estimated annual effective tax rate going forward, and adjustments to existing deferred taxes to be recognized on deferred tax balances to be recognized in the period in which the legislation is enacted. We note that as of January 31, 2026, there were no material impacts to the Company’s financial statements. We will continue to evaluate the future tax and other provisions of the OBBBA and the potential effects on our financial position, results of operations, and cash flows.
Note 11. Fair Value Measurement
The following table presents our financial assets and liabilities measured at fair value on a recurring basis as of January 31, 2026 and April 26, 2025, classified by level within the fair value hierarchy based on the valuation techniques utilized to determine fair value.
There were no transfers between levels of the fair value hierarchy during the periods presented.
Fair Value Measurements
Level 1 Level 2 Level 3 Total
Balance as of January 31, 2026
Cash and cash equivalents $ 144,424 $ — $ — $ 144,424
$ 144,424 $ — $ — $ 144,424
Balance as of April 26, 2025
Cash and cash equivalents $ 127,507 $ — $ — $ 127,507
$ 127,507 $ — $ — $ 127,507
Note 12. Share Repurchase Program
On June 17, 2016, our Board of Directors (the “Board” or “Board of Directors”) authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $ 40,000 of outstanding Common Stock. On March 4, 2025, the Board approved a $ 10,000 increase in the limit under the Repurchase Program. On June 23, 2025, the Board approved an additional $ 10,000 increase in the limit under the Repurchase Program. On December 9, 2025, the Board approved an additional $ 20,000 increase for a maximum authorized value of $ 80,000 as of January 31, 2026.
Repurchases under the Repurchase Program may be made from time to time in open market transactions or privately negotiated transactions, subject to business and market conditions, applicable legal requirements, and other relevant factors.
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The Repurchase Program does not obligate the Company to repurchase any specific number of shares, may be suspended or terminated at any time at the discretion of the Board and has no fixed expiration date.
During the nine months ended January 31, 2026, the Company repurchased 1,293 shares of Common Stock at a total cost of $ 22,777 . As of January 31, 2026, $ 17,104 of the $ 80,000 authorized amount remained available for repurchase under the Repurchase Program.
For information on restrictions on the Company’s ability to repurchase shares under the New Credit Agreement, please refer to “Note 8. Financing Agreements” of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” of Part II of this Quarterly Report on Form 10-Q.
Note 13. Stock-Based Compensation
During the three months ended January 31, 2026, the Company recognized additional stock‑based compensation expense related to the accelerated vesting of certain equity awards in connection with the separation of an executive officer. The acceleration of vesting resulted in the recognition of approximately $ 620 of compensation expense during the period, which is included in “General and administrative” expense in our Condensed Consolidated Statements of Operations.
During the three months ended January 31, 2026, the Company reclassified certain performance‑based restricted stock units from equity‑classified awards to liability‑classified awards because the awards permit settlement in cash at the holder’s election. As of January 31, 2026, $ 304 was reclassified from additional paid‑in capital to accrued compensation liabilities, and $ 180 was recognized as stock-based compensation expense to reflect the awards’ fair value at the reclassification date. The liability is included in “Accrued expenses” in our Condensed Consolidated Statements of Operations. Liability‑classified awards are remeasured at fair value each reporting period until settlement.
No other material modifications to the Company’s stock‑based compensation arrangements occurred during the period.
Note 14. Related Party Transactions
Daktronics Related Person Transaction Policy: The Board of Directors has adopted the Daktronics Related Person Transaction Policy, a written policy and procedures with respect to related party transactions (the “Policy”), which the Audit Committee of the Board (the "Audit Committee") oversees. Under the Policy, a “Related Person Transaction” is generally defined as a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which the Company was, is, or will be a participant; the amount involved exceeds $ 120 ; and any “Related Person” had, has, or will have a direct or indirect material interest. The Policy generally defines a "Related Person" as: a director, director nominee, or executive officer of the Company at any time during the last fiscal year; a beneficial owner of more than five percent of any class of our voting securities; or any immediate family member of any of the foregoing persons. Our Chief Financial Officer is responsible for overseeing the monitoring and identification of Related Person Transactions and the appropriate reporting of any potential Related Person Transactions to the Audit Committee. The Audit Committee reviews and, if appropriate, approves Related Person 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 Person Transactions that are ongoing.
Transactions with Alta Fox Opportunities: 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 the Form 10-K, effective May 11, 2023, the Company entered into a Securities Purchase Agreement with Alta Fox Opportunities under which the Company sold and issued to Alta Fox Opportunities the Convertible Note in exchange for the payment by Alta Fox Opportunities to the Company of $ 25,000 (the "Securities Purchase Agreement"). All amounts due under the Convertible Note were settled in fiscal 2025, and the Company has no further obligations under the Convertible Note. For additional information on the Convertible Note, see “Note 8. Financing Agreements” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Alta Fox Opportunities reported in Amendment No. 2 to the Schedule 13D filed with the SEC on May 15, 2023 (“Amendment No. 2”) that, as of May 11, 2023, Alta Fox Opportunities, together with the following affiliates and associates, beneficially owned 4,768 shares of Common Stock, representing 9.99 percent of Common Stock outstanding: Alta Fox GenPar, LP, as the general partner of Alta Fox Opportunities; 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; and P.
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Connor Haley, as the sole owner, member, and manager of each of Alta Fox Capital Management, LLC and Alta Fox Equity LLC (collectively with Alta Fox Opportunities, “Alta Fox”). Accordingly, based on Amendment No. 2 and other publicly available information provided by Alta Fox Opportunities in its reports filed with the SEC as of May 11, 2023, Alta Fox was a “Related Person” of the Company under the Policy and the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the rules promulgated thereunder. According to Amendment No. 5 to the Schedule 13D filed by Alta Fox on December 10, 2025 with the SEC, Alta Fox reported that it beneficially owned 3,733 shares of Common Stock on December 10, 2025, representing 7.70 percent of the outstanding shares of Common Stock.
The Securities Purchase Agreement, the Convertible Note, the Pledge and Security Agreement dated as of May 11, 2023 by and between the Company and Alta Fox Opportunities and the Registration Rights Agreement by and between the Company and Alta Fox Opportunities dated as of May 11, 2023 were approved in advance of their execution by the Strategy and Financing Review Committee of the Board of Directors, the members of which were all members of the Audit Committee.
Transactions with Reece A. Kurtenbach: Effective April 10, 2025, our former President and CEO, Reece A. Kurtenbach, was appointed as Interim Chief Executive Officer of XDC, an entity in which the Company previously owned interest in and accounted for under the equity method of accounting. Mr. Kurtenbach served as a member of the Board of Directors of Daktronics, Inc. through January 31, 2026, at which time he resigned. As previously disclosed in reports filed by the Company with the SEC, Reece A. Kurtenbach also served as a director and executive officer during the fiscal year ended April 26, 2025 and is the brother of Matthew J. Kurtenbach, an executive officer of the Company, and Carla S. Gatzke, a former executive officer of the Company. As a result of Reece A. Kurtenbach’s appointment as Interim Chief Executive Officer of XDC and the foregoing relationships between Mr. Kurtenbach and the Company and its executive officers, he was considered a Related Person under the Policy and a related party under ASC 850 - Related Party Disclosures prior to the closing of the XDC Acquisition on December 22, 2025.
Transactions with Milwaukee Bucks Inc.: In fiscal 2025, the Company entered into a change order to an existing agreement with Milwaukee Bucks Inc. The total value of the change order was $ 214 . On April 29, 2025, the Company entered into a contract with Milwaukee Bucks Inc. The total value of the contract was $ 683 . The terms of both of the above-referenced arrangements between the Company and Milwaukee Bucks Inc. were arm’s-length transactions made in the ordinary course of the Company’s business. Peter Feigin, a member of the Board, is the President of Milwaukee Bucks Inc.
See "Note 2. Investments in Affiliates" for further details of related party transactions with our investments in a ffiliates.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.