10-K/A
DAKTRONICS INC /SD/ (DAKT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the Fiscal Year Ended April 27, 2024
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the Transition Period From ___ to ___.
Commission File Number: 001-38747
Daktronics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 46-0306862 |
|---|---|
| (State or Other Jurisdiction of<br><br>Incorporation or Organization) | (I.R.S. Employer<br><br>Identification No.) |
| 201 Daktronics Drive<br><br>Brookings, <br>SD | 57006 |
| (Address of Principal Executive Offices) | (Zip Code) |
(605) 692-0200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.00001 per share | DAKT | The Nasdaq Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those errors corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates at October 26, 2024 (which is the last business day of the Registrant’s most recently completed second quarter), computed by reference to the closing sales price of the Registrant’s common stock on The Nasdaq Global Select Market on such date, was approximately $609,743,641. For purposes of determining this number, individual stockholders holding more than 10 percent of the Registrant’s outstanding common stock are considered affiliates. This number is provided only for the purpose of this Annual Report on Form 10-K and does not represent an admission by either the Registrant or any such person as to the status of such person.
The number of shares of the Registrant’s common stock outstanding as of June 9, 2025 was 49,113,282.
| Auditor Name: Deloitte & Touche LLP | Location: Minneapolis, Minnesota | Auditor Firm ID: PCAOB No. 34 |
|---|
EXPLANATORY NOTE
On June 26, 2024, Daktronics, Inc. (the “ Company ”) filed its Annual Report on Form 10-K for the fiscal year ended April 27, 2024 (the “
Original Form 10-K
” ). This Amendment No. 1 (the “
Amendment
” ) is being filed solely to replace the consent of Deloitte & Touche LLP (the “ Consent ”) previously filed as Exhibit 23.1, Consent of Independent Registered Public Accounting Firm, to the Original Form 10-K. The Company possessed a correct, manually signed copy of the Consent when the Original Form 10-K was filed with the Securities and Exchange Commission (the “ SEC ”), but due to an administrative error, an incorrect version of the Consent was inadvertently included in the Original Form 10-K.
This Amendment includes Item 15 of Part IV of the Original Form 10-K that includes: (i) the corrected Consent; and (ii) as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), new certifications by the Company’s principal executive officer and principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act (collectively, the “ Section
302
Certifications ”). As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4, and 5 of the Section 302 Certifications have been omitted. Certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350) are not included herewith as no financial statements are being filed with this Amendment.
This Amendment does not modify, amend, or update any of the financial statements or other information contained in the Original Form 10-K. Except for the foregoing amended information, the information disclosed in this Amendment does not reflect events occurring after the filing date of the Original Form 10-K. Therefore, this Amendment should be read together with other documents that the Company has filed with the SEC subsequent to the filing of the Original Form 10-K. Information in such reports and documents updates and supersedes certain information contained in the Original Form 10-K.
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ADFLOW^®^, AJT Systems^®^, All Sport^®^, Daktronics^®^, D^®^, DakStats^®^, Data Display^®^, DataTime^®^, Fuelight^™^, Fuelink^™^, Galaxy^®^, GalaxyPro^™^, Go Digital^®^, Keyframe^®^, Liveticker^®^, Matside^®^, OmniSport^®^, ProAd^®^, ProPixel^®^, ProRail^®^, ProStar^®^, Sportsound^®^, Statvision^®^, Tuff Sport^®^, Uniview^®^, Vanguard^®^, Venus^®^, Visiconn^®^, V-Tour^®^, V-Link^®^, and Web-Sync^®^^^are trademarks of Daktronics, Inc. All other trademarks referenced are the intellectual property of their respective companies.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 20, 2025.
| DAKTRONICS, INC. | |
|---|---|
| By: | /s/ Howard I. Atkins |
| Howard I. Atkins | |
| Acting Chief Financial Officer | |
| (Principal Financial Officer) |
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EX-23.1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-54006, 333-221901, and 333-273216 on Form S-3 and Registration Statement Nos. 333-100842, 333-109962, 333-146768, 333-169568, 333-206750, 333-221862, 333-227580, 333-248591 and 333-268779 on Form S-8 of our reports dated June 26, 2024, relating to the financial statements of Daktronics, Inc. and the effectiveness of Daktronics, Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended April 27, 2024.
| /s/ Deloitte & Touche LLP |
|---|
| Minneapolis, Minnesota |
| June 26, 2024 |
EX-31.1
Exhibit 31.1
DAKTRONICS, INC.
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13a-
14(e) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brad T. Wiemann, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form<br>10-K/A for the year ended April 27, 2024 of Daktronics, Inc. (this “Report”); and |
|---|---|
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state<br>a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report. |
| --- | --- |
| By: | /s/ Brad T. Wiemann |
| --- | --- |
| Name: | Brad T. Wiemann |
| Title: | Interim President & Chief Executive Officer |
| (Principal Executive Officer) | |
| Date: | June 20, 2025 |
EX-31.2
Exhibit 31.2
DAKTRONICS, INC.
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13a-14(e) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Howard I. Atkins, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form<br>10-K/A for the year ended April 27, 2024 of Daktronics, Inc. (this “Report”); and |
|---|---|
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state<br>a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report. |
| --- | --- |
| By: | /s/ Howard I. Atkins |
| --- | --- |
| Name: | Howard I. Atkins |
| Title: | Acting Chief Financial Officer |
| (Principal Financial Officer) | |
| Date: | June 20, 2025 |