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Video Display Corp. – ‘10-Q’ for 5/31/23

On:  Monday, 7/17/23, at 11:58am ET   ·   For:  5/31/23   ·   Accession #:  1437749-23-20031   ·   File #:  0-13394

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/17/23  Video Display Corp.               10-Q        5/31/23   50:2.6M                                   RDG Filings/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    479K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     22K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     22K 
 4: EX-32       Certification -- §906 - SOA'02                      HTML     19K 
10: R1          Document And Entity Information                     HTML     66K 
11: R2          Interim Condensed Consolidated Balance Sheets       HTML    122K 
                (Unaudited)                                                      
12: R3          Interim Condensed Consolidated Balance Sheets       HTML     44K 
                (Unaudited) (Parentheticals)                                     
13: R4          Interim Condensed Consolidated Statements of        HTML     90K 
                Operations (Unaudited)                                           
14: R5          Interim Condensed Consolidated Statements of        HTML     38K 
                Shareholders' Equity (Unaudited)                                 
15: R6          Interim Condensed Consolidated Statements of Cash   HTML     86K 
                Flows (Unaudited)                                                
16: R7          Note 1 - Basis of Presentation of Principles of     HTML     21K 
                Consolidation                                                    
17: R8          Note 2 - Going Concern, Banking & Liquidity         HTML     26K 
18: R9          Note 3 - Recent Accounting Pronouncements           HTML     28K 
19: R10         Note 4 - Inventories                                HTML     24K 
20: R11         Note 5 - Note Payable to Officers and Directors     HTML     22K 
                (Related Party Transactions)                                     
21: R12         Note 6 - Leases                                     HTML     48K 
22: R13         Note 7 - Supplemental Cash Flow Information         HTML     23K 
23: R14         Note 8 - Shareholders' Equity                       HTML     44K 
24: R15         Note 9 - Income Taxes                               HTML     21K 
25: R16         Note 10 - Legal Proceedings                         HTML     18K 
26: R17         Note 11 - Subsequent Events                         HTML     19K 
27: R18         Note 2 - Going Concern, Banking & Liquidity         HTML     21K 
                (Tables)                                                         
28: R19         Note 4 - Inventories (Tables)                       HTML     25K 
29: R20         Note 6 - Leases (Tables)                            HTML     50K 
30: R21         Note 7 - Supplemental Cash Flow Information         HTML     21K 
                (Tables)                                                         
31: R22         Note 8 - Shareholders' Equity (Tables)              HTML     36K 
32: R23         Note 2 - Going Concern, Banking & Liquidity         HTML     22K 
                (Details Textual)                                                
33: R24         Note 2 - Going Concern, Banking & Liquidity -       HTML     19K 
                Schedule of Working Capital and Liquid Assets                    
                (Details)                                                        
34: R25         Note 4 - Inventories - Schedule of Inventories      HTML     22K 
                (Details)                                                        
35: R26         Note 5 - Note Payable to Officers and Directors     HTML     25K 
                (Related Party Transactions) (Details Textual)                   
36: R27         Note 6 - Leases (Details Textual)                   HTML     29K 
37: R28         Note 6 - Leases - Balance Sheet Information         HTML     22K 
                Related to Operatings Leases (Details)                           
38: R29         Note 6 - Leases - Lease Cost (Details)              HTML     19K 
39: R30         Note 6 - Leases - Maturities of Opertaing Leases    HTML     25K 
                (Details)                                                        
40: R31         Note 6 - Leases - Summary of Balance Sheet          HTML     23K 
                Information Related to Finance Leases (Details)                  
41: R32         Note 6 - Leases - Maturites of Finance Leases       HTML     23K 
                (Details)                                                        
42: R33         Note 7 - Supplemental Cash Flow Information -       HTML     17K 
                Schedule of Supplemental Cash Flow Information                   
                (Details)                                                        
43: R34         Note 8 - Shareholders' Equity (Details Textual)     HTML     28K 
44: R35         Note 8 - Shareholders' Equity - Schedule of         HTML     53K 
                Earnings per Share (Details)                                     
45: R36         Note 11 - Subsequent Events (Details Textual)       HTML     24K 
48: XML         IDEA XML File -- Filing Summary                      XML     87K 
46: XML         XBRL Instance -- vide20230531_10q_htm                XML    390K 
47: EXCEL       IDEA Workbook of Financial Report Info              XLSX     56K 
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 6: EX-101.DEF  XBRL Definitions -- vide-20230531_def                XML    529K 
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 5: EX-101.SCH  XBRL Schema -- vide-20230531                         XSD     89K 
49: JSON        XBRL Instance as JSON Data -- MetaLinks              223±   347K 
50: ZIP         XBRL Zipped Folder -- 0001437749-23-020031-xbrl      Zip    108K 


‘10-Q’   —   Quarterly Report

Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"Financial Statements
"Interim Condensed Consolidated Balance Sheets -- May 31, 2023 (unaudited) and February 28, 2023
"Interim Condensed Consolidated Statements of Operations -- Three months ended May 31, 2023 and 2022 (unaudited)
"Interim Condensed Consolidated Statements of Shareholders' Equity (Deficit)- Three months ended May 31, 2023 and 2022 (unaudited)
"Interim Condensed Consolidated Statements of Cash Flows -- Three months ended May 31, 2023 and 2022 (unaudited)
"Notes to Interim Condensed Consolidated Financial Statements -- (unaudited)
"Management's Discussion and Analysis of Financial Condition and Results of Operations
"Quantitative and Qualitative Disclosure About Market Risk
"Controls and Procedures
"Legal Proceedings
"Risk Factors
"Unregistered Sales of Equity Securities and Use of Proceeds
"Defaults upon Senior Securities
"Submission of Matters to a Vote of Security Holders
"Other Information
"Exhibits
"Signatures

This is an HTML Document rendered as filed.  [ Alternative Formats ]



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Table of Contents



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM  i 10-Q

 

 

 i 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  For the Quarterly Period Ended  i May 31, 2023.

or

 

 

 i 

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  i 0-13394

 

 i VIDEO DISPLAY CORPORATION

(Exact name of registrant as specified on its charter)

 

 i Georgia

   i 58-1217564

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

       

 i 5155 KING STREET,  i Cocoa,  i Florida  i 32926

(Address of principal executive offices)

 

 i 800- i 241-5005

(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

 i Common Stock, no par value  i VIDE OTCMKTS

 

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.     i 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).     i 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 ☐

 i Non-accelerated filer

Smaller reporting company  i 

Emerging growth company  i 

 

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  i 

 

As of May 31, 2023, the registrant had  i 5,878,290 shares of Common Stock outstanding.

 



 

 

 

 

Video Display Corporation and Subsidiaries

Index

 

PART I.

FINANCIAL INFORMATION

Page

       
 

Item 1.

Financial Statements.

 
       
   

Interim Condensed Consolidated Balance Sheets – May 31, 2023 (unaudited) and February 28, 2023

3

       
   

Interim Condensed Consolidated Statements of Operations - Three months ended May 31, 2023 and 2022 (unaudited)

5

       
   

Interim Condensed Consolidated Statements of Shareholders’ Equity (Deficit)- Three months ended May 31, 2023 and 2022 (unaudited)

6

       
   

Interim Condensed Consolidated Statements of Cash Flows – Three months ended May 31, 2023 and 2022 (unaudited)

7

       
   

Notes to Interim Condensed Consolidated Financial Statements - (unaudited)

8

       
 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

13

       
 

Item 3.

Quantitative and Qualitative Disclosure About Market Risk.

19

       
 

Item 4.

Controls and Procedures.

19

       

PART II.

OTHER INFORMATION

 
       
 

Item 1.

Legal Proceedings.

20

       
 

Item 1A.

Risk Factors.

20

       
 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

20

       
 

Item 3.

Defaults upon Senior Securities.

20

       
 

Item 4.

Submission of Matters to a Vote of Security Holders.

20

       
 

Item 5.

Other Information.

20

       
 

Item 6.

Exhibits.

20

       
  SIGNATURES

21

  31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  
  31.2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  
  32   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  

 

2

 

ITEM 1 FINANCIAL STATEMENTS

 

 

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Balance Sheets (unaudited)

(in thousands)

 

   

May 31,

   

February 28,

 
   

2023

   

2023

 
   

(unaudited)

         

Assets

               

Current assets

               

Cash and cash equivalents

  $  i 238     $  i 400  

Accounts receivable, less allowance for doubtful accounts of $ i 6 and $ i 6

     i 552        i 829  

Inventories, net

     i 2,802        i 2,458  

Contract assets

     i 115        i 280  

Prepaid expenses and other current assets

     i 273        i 206  

Total current assets

     i 3,980        i 4,173  
                 

Property, plant, and equipment

               

Buildings

     i 789        i 789  

Construction in progress

     i 9        i 9  

Machinery and equipment

     i 5,384        i 5,384  
       i 6,182        i 6,182  

Accumulated depreciation

    ( i 5,533 )     ( i 5,479 )

Net property, plant, and equipment

     i 649        i 703  
                 

Right of use assets under operating leases

     i 363        i 482  

Other noncurrent assets

     i 2        i 2  

Total assets

  $  i 4,994     $  i 5,360  

 

The accompanying notes are an integral part of these interim condensed consolidated statements.

 

 

3

 

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Balance Sheets (unaudited) (continued)

(in thousands)

 

   

May 31,

   

February 28,

 
   

2023

   

2023

 
   

(unaudited)

         

Liabilities and Shareholders Equity (Deficit)

               

Current liabilities

               

Accounts payable (including related party payables of $ i 664 and $ i 616; Note 5)

  $  i 2,133     $  i 1,629  

Accrued liabilities

     i 1,132        i 1,096  

Contract liabilities

     i 428        i 974  

Note payable to officers and directors, current (Note 5)

     i 1,464        i 1,384  

Current maturities of financing lease obligations

     i 50        i 74  

Current operating lease liabilities

     i 236        i 313  

Total current liabilities

     i 5,443        i 5,470  

Long-term operating lease liabilities

     i 127        i 169  

Total liabilities

     i 5,570        i 5,639  
                 
                 

Shareholders Equity (Deficit)

               

Preferred stock, no par value –  i  i 10,000 /  shares authorized; none issued and outstanding

     i -        i -  

Common stock, no par value –  i  i 50,000 /  shares authorized;  i  i 9,732 /  issued and  i  i 5,878 /  outstanding at May 31, 2023, and February 28, 2023

     i 7,293        i 7,293  

Additional paid-in capital

     i 281        i 281  

Retained earnings

     i 8,132        i 8,429  

Treasury stock, shares at cost;  i  i 3,854 /  at May 31, 2023 and February 28, 2023

    ( i 16,282 )     ( i 16,282 )

Total shareholders’ equity (deficit)

    ( i 576 )     ( i 279 )

Total liabilities and shareholders’ equity (deficit)

  $  i 4,994     $  i 5,360  

 

The accompanying notes are an integral part of these interim condensed consolidated statements.

 

4

 

 

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Statements of Operations (unaudited) 

(in thousands, except per share data)

 

   

Three Months Ended

May 31,

 
   

2023

   

2022

 

Net sales

  $  i 2,560     $  i 2,841  

Cost of goods sold

     i 1,891        i 2,130  

Gross profit

     i 669        i 711  
                 

Operating expenses

               

Selling and delivery

     i 84        i 149  

General and administrative

     i 892        i 870  
       i 976        i 1,019  

Operating loss

    ( i 307 )     ( i 308 )
                 

Other income (expense)

               

Interest expense, net

    ( i 2 )     ( i 5 )

Gain on disposal of equipment, net

     i 10        i 3  

Other, net

     i 2        i 15  
       i 10        i 13  

Loss before income taxes

    ( i 297 )     ( i 295 )

Income tax expense

     i -        i -  

Net loss

  $ ( i 297 )   $ ( i 295 )
                 

Net loss per share:

               

Net loss per share-basic

  $ ( i 0.05 )   $ ( i 0.05 )

Net loss per share-diluted

  $ ( i 0.05 )   $ ( i 0.05 )
                 

Basic weighted average shares outstanding

     i 5,878        i 5,878  

Diluted weighted average shares outstanding

     i 5,878        i 5,878  

 

The accompanying notes are an integral part of these interim condensed consolidated statements.

 

5

 

 

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Statements of Shareholders Equity

Three Months Ended May 31, 2023 and 2022 (unaudited)

(in thousands)

 

   

Common

Shares*

   

Share

Amount

   

Additional

Paid-in

Capital

   

Retained

Earnings

   

Treasury

Stock

   

Total

Shareholders

Equity

(Deficit)

 
                                                 

Balance, March 1, 2023

     i 5,878     $  i 7,293     $  i 281     $  i 8,429     $ ( i 16,282 )   $ ( i 279 )
                                                 

Net loss

     i -        i -        i -       ( i 297 )      i -       ( i 297 )

Balance, May 31, 2023 (unaudited)

     i 5,878     $  i 7,293     $  i 281     $  i 8,132     $ ( i 16,282 )   $ ( i 576 )

 

 

   

Common

Shares*

   

Share

Amount

   

Additional

Paid-in

Capital

   

Retained

Earnings

   

Treasury

Stock

   

Total

Shareholders

Equity

(Deficit)

 
                                                 

Balance, March 1, 2022

     i 5,878     $  i 7,293     $  i 281     $  i 10,422     $ ( i 16,282 )   $  i 1,714  
                                                 

Net loss

     i -        i -        i -       ( i 295 )      i -       ( i 295 )

Balance, May 31, 2022 (unaudited)

     i 5,878     $  i 7,293     $  i 281     $  i 10,127     $ ( i 16,282 )   $  i 1,419  

 

* Common Shares are shown net of Treasury Shares

                                         

 

The accompanying notes are an integral part of these interim condensed consolidated statements.

 

6

 

 

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)

 

   

Three Months Ended

May 31,

 
   

2023

   

2022

 

Operating Activities

               

Net loss

  $ ( i 297 )   $ ( i 295 )

Adjustments to reconcile net loss to net cash used in operating activities:

               

Depreciation expense

     i 54        i 67  

Amortization of intangible assets

     i -        i 32  

Non cash lease cost

     i 119        i 99  

Gain on disposal of equipment

    ( i 10 )     ( i 3 )

Other

     i -        i 5  

Changes in working capital items:

               

Accounts receivable

     i 277       ( i 683 )

Inventories

    ( i 344 )      i 359  

Prepaid expenses and other assets

    ( i 67 )      i 93  

Contract assets

     i 165       ( i 792 )

Employee retention credit refund receivable

     i -        i 185  

Operating lease liabilities

    ( i 119 )     ( i 97 )

Contract liabilities

    ( i 546 )      i 38  

Accounts payable and accrued liabilities

     i 540        i 600  

Net cash used in operating activities

    ( i 228 )     ( i 392 )
                 

Investing Activities

               

Capital expenditures

     i -       ( i 3 )

Proceeds from disposal of equipment

     i 10        i 3  

Net cash provided by in investing activities

     i 10        i -  
                 

Financing Activities

               

Repayments on lease financing

    ( i 24 )     ( i 26 )

Proceeds from loans with officers and directors

     i 80        i 326  

Net cash provided by financing activities

     i 56        i 300  
                 
                 

Net change in cash and cash equivalents

    ( i 162 )     ( i 92 )

Cash and cash equivalents, beginning of year

     i 400        i 245  

Cash and cash equivalents, end of period

  $  i 238     $  i 153  

 

The accompanying notes are an integral part of these interim condensed consolidated statements.

 

7

 

Video Display Corporation and Subsidiaries

May 31, 2023

 

 
 i 

Note 1. Basis of Presentation of Principles of Consolidation

 

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Video Display Corporation and its subsidiaries (“Video Display,” the “Company,” “we,” or “us”). All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated balance sheet as of February 28, 2023 has been derived from audited financial statements. The accompanying unaudited condensed consolidated financial statements as of, and for the three months ended, May 31, 2023 and 2022 have been prepared in accordance with (i) accounting principles generally accepted in the U.S. for interim financial information and (ii) the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, such statements do not include all of the information and disclosures required by accounting principles generally accepted in the U.S. for a complete presentation of financial statements. In the opinion of management, all adjustments (including those of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended May 31, 2023, are not necessarily indicative of the results that may be expected for the year ending February 29, 2024. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Video Display’s Annual Report on Form 10-K for the year ended February 28, 2023 filed with the SEC on May 30, 2023.

 

 
 i 

Note 2. Going Concern, Banking & Liquidity

 

The accompanying unaudited interim condensed consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company reported a net loss and a decrease in working capital for the three-month period ending May 31, 2023 primarily due to insufficient revenues in the Company. The Company also had a decrease in liquid assets for the three- month period primarily as a result of the lack of revenue. The Company has sustained losses for the last three of five fiscal years and has seen overall a decline in working capital and liquid assets during this five-year period. Annual losses over this time are due to a combination of decreasing revenues across the divisions without a commensurate reduction of expenses. The Company’s working capital and liquid asset position are presented below (in thousands) as of May 31, 2023 and February 28, 2023:

 

 i 
   

May 31,

2023

   

February 28,

2023

 
                 

Working capital

  $ ( i 1,463 )   $ ( i 1,297 )

Liquid assets

  $  i 238     $  i 400  
 / 

 

The Company has increased marketing efforts in its ruggedized displays, and small specialty displays in an effort to increase revenue. New products in the ruggedized area have been and are being developed. The Company will begin production in the next quarter on two new products and an updated product it has been selling for years. The Company has orders in house for all three of these products. In addition, the Company has continued to streamline its operations and is focusing on increasing revenues by executing initiatives such as upgrading its sales and marketing efforts including targeting efforts towards repeatable business, the hiring of an experienced Rugged Display Business Development Manager, signing with a manufacturer’s representative which specializes in the Rugged Display business, increased customer visits, trade shows and e-mail blasts to market all the product lines it sells. The Company's revenues were down compared to the prior year quarter due to supply chain issues and engineering delays on the new products. The Lexel Imaging facility in Lexington, KY is working with some customers on last time buys for certain types of CRTs while also exploring new opportunities that are a fit for the division. Unicomp, the Company’s keyboard manufacturer, has increased sales over last year by getting a new product to market. The Company moved the corporate accounting functions to the Cocoa, Florida location which allows the Company to become more efficient and save money on reducing redundant operations. The former headquarters and distribution center in Tucker, Georgia closed as of March 31, 2022.

 

8

 

Video Display Corporation and Subsidiaries

May 31, 2023

 

In order to assist funding operating activity, the Company’s CEO loaned an additional $ i 80,000 to the Company during the first quarter of fiscal year 2024. There is no line of credit outstanding or other financing currently in place other than the note payable with the Company's CEO with a balance of $ i 1,464,000. There are no repayment terms related to the loan, however, the Company plans to repay the note within the next twelve months and therefore has classified the loan as a current liability on the condensed consolidated balance sheet as of May 31, 2023.

 

The ability of the Company to continue as a going concern is dependent upon the success of management’s plans to improve revenues, the operational effectiveness of continuing operations, the procurement of suitable financing, or a combination of these. The uncertainty regarding the potential success of management’s plan creates substantial doubt about the ability of the Company to continue as a going concern.

 / 

 

 
 i 

Note 3. Recent Accounting Pronouncements

 

Accounting Pronouncements Recently Adopted

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. This guidance is effective for annual reporting periods beginning after December 15, 2022 for smaller reporting companies, with early adoption permitted. This standard was effective for the Company as of March 1, 2023 and there was no impact on the financial statements at adoption.

 

 
 i 

Note 4. Inventories

 

Inventories are stated at the lower of cost (first in, first out) or market and consisted of the following (in thousands):

 

 i 
   

May 31,

   

February 28,

 
   

2023

   

2023

 
                 

Raw materials

  $  i 1,474     $  i 1,179  

Work-in-process

     i 695        i 762  

Finished goods

     i 633        i 517  
    $  i 2,802     $  i 2,458  
 / 

 

9

 

Video Display Corporation and Subsidiaries

May 31, 2023

 / 

 

 
 i 

Note 5. Note Payable to Officers and Directors (Related Party Transactions)

 

The Company increased borrowings by $ i 80 thousand to fund working capital needs and owes an additional $ i 48 thousand in Company rent for the quarter ending May 31, 2023, that is due to the CEO. The $ i 1,464 thousand note contains no repayment terms and is expected to be repaid in fiscal 2024 along with the $ i 664 thousand in rent owed. The note payable and rent owed are included in the Company’s condensed consolidated balance sheets a of May 31, 2023 as a note payable to officers and directors and within accounts payable, respectively.

 / 

 

 
 i 

Note 6. Leases

 

Operating Leases

 

The Company leases its office space and manufacturing facilities under operating lease agreements. The base lease terms expire at various dates from 2023 to 2025. While each of the leases include renewal options, the Company has only included the base lease term in its calculation of lease assets and liabilities.

 

Balance sheet information related to operating leases is as follows (in thousands):

 

 i 
   

May 31, 2023

   

February 28, 2023

 

Assets

               

Operating lease right-of-use assets

  $  i 363     $  i 482  

Liabilities

               

Current portion of operating lease liabilities

  $  i 236     $  i 313  

Noncurrent portion of operating lease liabilities

     i 127        i 169  

Total operating lease liabilities

  $  i 363     $  i 482  
 / 

 

Operating lease costs are included in Cost of goods sold in the Company’s condensed consolidated statements of operations and totaled approximately $ i 125 thousand for the three months ended May 31, 2023 and $ i 114 thousand for the three months ended May 31, 2022.

 

Cash paid for amounts included in the measurement of operating lease liabilities was approximately $ i 125 thousand for the three months ended May 31, 2023 and $ i 114 thousand for the three months ended May 31, 2022. The Company did not modify any existing leases or execute any new leases during the three months ended May 31, 2023.

 

Weighted average information associated with the measurement of the Company’s remaining operating lease obligations is as follows:

 

 i 
   

May 31, 2023

   

February 28, 2023

 

Weighted average remaining lease term (in years)

     i 1.0        i 1.6  

Weighted average discount rate

     i 6 %      i 6 %
 / 

 

The following table summarizes the maturity of the Company’s operating lease liabilities as of May 31, 2023 (in thousands):

 

 i 

FY2024

  $  i 194  

FY2025

     i 185  

Total operating lease payments

     i 379  

Less imputed interest

    ( i 16 )

Total operating lease liabilities

  $  i 363  
 / 

 

10

 

Video Display Corporation and Subsidiaries

May 31, 2023

 

Included in the above are leases for manufacturing and warehouse facilities leased from Southeast Metro Savings, LLC and Honeyhill Properties, LLC (entities which are controlled by the Company’s chief executive officer) under operating leases expiring at various dates through 2025. Lease costs under these leases totaled approximately $ i 47 thousand for the three months ended May 31, 2023 and $ i 97 thousand for the three months ended May 31, 2022.

 

The Company subleases certain of its warehousing space at its Kentucky location. The amount of the sublease is negligible as of May 31, 2023 and totaled approximately $ i 15,000 for the three months ended May 31, 2022.

 

 

Financing Leases

 

The Company has one financing lease entered into on November 23, 2020 for Tempest testing equipment for $ i 277,000 and is included in machinery and equipment on the condensed consolidated balance sheets as of May 31, 2023 and February 28, 2023. The lease expires on December 1, 2023 and the incremental borrowing rate on the lease is  i 12.5%.

 

Balance sheet information related to financing lease is as follows (in thousands):

 

 i 
   

May 31, 2023

   

February 28, 2023

 

Machinery and equipment, net

  $  i 53     $  i 69  

Current portion of financing lease liabilities

  $  i 50     $  i 74  

Noncurrent portion of financing lease liabilities

     i -        i -  

Total financing lease liabilities

  $  i 50     $  i 74  
 / 

 

The following table summarizes the maturity of the Company’s finance lease liabilities as of May 31, 2023 (in thousands):

 

 i 

Fiscal Year

 

Amount

 
         

2024

  $  i 52  

Total finance lease payments

  $  i 52  

Less imputed interest

    ( i 2 )

Total finance lease liabilities

  $  i 50  
 / 

 

11

 

Video Display Corporation and Subsidiaries

May 31, 2023

 / 

 

 
 i 

Note 7. Supplemental Cash Flow Information

 

Supplemental cash flow information is as follows (in thousands):

 

 i 
   

Three Months

 
   

Ended May 31,

 
   

2023

   

2022

 

Cash paid for:

               

Interest

  $  i 2     $  i 5  
 / 

 

 

 / 
 
 i 

Note 8. Shareholders Equity

 

Earnings (Loss) Per Share

 

Basic earnings (loss) per share is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding during each period. Shares issued during the period are weighted for the portion of the period that they were outstanding. Diluted earnings (loss) per share is calculated in a manner consistent with that of basic earnings (loss) per share while giving effect to all potentially dilutive common shares that were outstanding during the period.

 

The following table sets forth the computation of basic and diluted earnings (loss) per share for the three-month periods ended May 31, 2023 and 2022 (in thousands, except per share data):

 

 i 
           

Weighted

         
           

Average

   

Loss

 
   

Net

   

Common Shares

   

Per

 
   

Loss

   

Outstanding

   

Share

 

Three months ended May 31, 2023

                       

Basic

  $ ( i 297 )      i 5,878     $ ( i 0.05 )

Effect of dilution:

                       

Options

     i -        i -       -  

Diluted

  $ ( i 297 )      i 5,878     $ ( i 0.05 )
                         

Three months ended May 31, 2022

                       

Basic

  $ ( i 295 )      i 5,878     $ ( i 0.05 )

Effect of dilution:

                       

Options

     i -        i -       -  

Diluted

  $ ( i 295 )      i 5,878     $ ( i 0.05 )
 / 

 

Stock options, debentures, and other liabilities convertible into  i 200,000 shares, of the Company’s common stock were anti-dilutive and, therefore, were excluded from the May 31, 2023 and 2022 diluted earnings (loss) per share calculations. For the three-month period ended May 31, 2023 and May 31, 2022, there was no expense related to share-based compensation as all options were fully vested.  i  i No /  options were granted for the three-month period ending May 31, 2023 or for the three month period ended May 31, 2022.

 

Stock Repurchase Program

 

The Company has a stock repurchase program, pursuant to which it had been authorized to repurchase up to  i 2,632,500 shares of the Company’s common stock in the open market. On January 20, 2014, the Board of Directors of the Company approved a one-time continuation of the stock repurchase program, and authorized the Company to repurchase up to  i 1,500,000 additional shares of the Company’s common stock in the open market. There is no minimum number of shares required to be repurchased under the program.

 

12

 

Video Display Corporation and Subsidiaries

May 31, 2023

 

For the quarter ending May 31, 2023 and May 31, 2022, the Company did not purchase any shares of the Video Display Corporation stock. Under the Company’s stock repurchase program, an additional  i 490,186 shares remain authorized to be repurchased by the Company at May 31, 2023.

 / 

 

 
 i 

Note 9. Income Taxes

 

Due to the Company’s overall and historical net loss position, no income tax expense was reported for the three- month period ending May 31, 2023 and May 31, 2022. Due to continued losses reported by the Company, a full valuation allowance was allocated to the deferred tax asset created by these losses.

 

 
 i 

Note 10. Legal Proceedings

 

The Company is involved in various legal proceedings related to claims arising in the ordinary course of business. The Company is not currently party to any legal proceedings the result of which management believes is likely to have a material adverse impact on its business, financial position, results of operations or cash flows.

 

 
 i 

Note 11. Subsequent Events

 

Lexel Imaging, subsidiary of Video Display Corporation, entered into an extension of its current lease with new terms effective August 1, 2023. The extension is for a one-year term. The lease calls for a reduction in square feet and a corresponding reduction in rent. The new lease will result in a new ROU asset of $ i 185 thousand and a new lease liability of $ i 185 thousand.

 

 

 / 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with the attached unaudited interim condensed consolidated financial statements and with the Company's 2023 Annual Report to Shareholders, which included audited consolidated financial statements and notes thereto as of and for the fiscal year ended February 28, 2023, as well as Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview

 

The Company manufactures and distributes a wide range of display devices, encompassing, among others, industrial, military, medical, and simulation display solutions. The Company is comprised of one segment - the manufacturing and distribution of displays and display components. The Company is organized into four interrelated operations aggregated into one reportable segment.

 

 

Simulation and Training Products – offers a wide range of projection display systems for use in training and simulation, military, medical, entertainment and industrial applications.

 

Cyber Secure Products  offers advanced TEMPEST technology, and EMSEC products. This business also provides various contract services including the design and testing solutions for defense and niche commercial uses worldwide.

 

Data Display CRTs – offers a wide range of CRTs for use in data display screens, including computer terminal monitors and medical monitoring equipment.

 

Other Computer Products – offers a variety of keyboard products.

 

13

 

Video Display Corporation and Subsidiaries

May 31, 2023

 

During fiscal 2024, management of the Company is focusing key resources on strategic efforts to grow its business through internal sales of the Company’s more profitable product lines and reduce expenses in all areas of the business to bring its cost structure in line with the current size of the business. Challenges facing the Company during these efforts include:

 

Liquidity – The accompanying unaudited interim condensed consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company reported a net loss and a decrease in working capital for the three-month period ending May 31, 2023 primarily due to insufficient revenues in the Company. The Company also had a decrease in liquid assets for the three-month period primarily as a result of the lack of revenue. The Company has sustained losses for the last three of five fiscal years and has seen overall a decline in working capital and liquid assets during this five-year period. Annual losses over this time are due to a combination of decreasing revenues across the divisions without a commensurate reduction of expenses. The Company’s working capital and liquid asset position are presented below (in thousands) as of May 31, 2023 and February 28, 2023:

 

   

May 31,

2023

   

February 28,

2023

 
                 

Working capital

  $ (1,463 )   $ (1,297 )

Liquid assets

  $ 238     $ 400  

 

The Company has increased marketing efforts in its ruggedized displays, and small specialty displays in an effort to increase revenue.  New products in the ruggedized area have been and are being developed. The Company will begin production in the next quarter on two new products and an updated product it has been selling for years.  The Company has orders in house for all three of these products. In addition, the Company has continued to streamline its operations and is focusing on increasing revenues by executing initiatives such as upgrading its sales and marketing efforts including targeting efforts towards repeatable business, the hiring of an experienced Rugged Display Business Development Manager, signing with a manufacturer’s representative which specializes in the Rugged Display business, increased customer visits, trade shows and e-mail blasts to market all the product lines it sells. The Company’s revenues were down compared to the prior year quarter due to supply chain issues and engineering delays on the new products. The Lexel Imaging facility in Lexington, KY is working with some customers on last time buys for certain types of CRTs while also exploring new opportunities that are a fit for the division.  Unicomp, the Company’s keyboard manufacturer, has increased sales over last year by getting a new product to market. The Company moved the corporate accounting functions to the Cocoa, Florida location which allows the Company to become more efficient and save money on reducing redundant operations. The former headquarters and distribution center in Tucker, Georgia closed as of March 31, 2022.

 

The ability of the Company to continue as a going concern is dependent upon the success of management’s plans to improve revenues, the operational effectiveness of continuing operations, the procurement of suitable financing, or a combination of these. The uncertainty regarding the potential success of management’s plan create substantial doubt about the ability of the Company to continue as a going concern.

 

Inventory valuation – Management regularly reviews the Company’s investment in inventories for declines in value and writes down the cost when it is apparent that the expected net realizable value of the inventory falls below its carrying amount. The Company operates in an environment of constantly changing technologies and retains a certain amount of inventory for legacy products for maintenance and replacement capabilities for its customers. The Company maintains inventory on certain products to ensure it has adequate inventory to fulfill orders for transitioning product lines. Management reviews inventory levels on a quarterly basis. Such reviews include observations of product development trends of the original equipment manufacturers, new products being marketed, and technological advances relative to the product capabilities of the Company’s existing inventories. 

 

14

 

Video Display Corporation and Subsidiaries

May 31, 2023

 

Impact of COVID-19The Company has been actively monitoring the novel coronavirus, or COVID-19, situation and its impact globally. Financial results for the three months ended May 31, 2023 and 2022 have been impacted by COVID-19 due to delayed orders and/or the fulfillment of the related orders. However, the Company currently does not expect any material impact on our financial results for the remainder of fiscal 2024.

 

Results of Operations

 

The following table sets forth, for the three months ended May 31, 2023 and 2022, the percentages that selected items in the Interim Condensed Consolidated Statements of Operations bear to total sales (amounts in thousands):

 

   

Three Months

 
   

Ended May 31,

 
   

2023

   

2022

 

Net Sales

 

Amount

   

%

   

Amount

   

%

 

Simulation and Training (VDC Display Systems)

    1,851       72.3

%

    2,052       72.2

%

Data Display CRT (Lexel and Data Display)

    308       12.0       476       16.8  

Cyber Secure Products (AYON Cyber Security)

    83       3.2       72       2.5  

Other Computer Products (Unicomp)

    318       12.5       241       8.5  

Total net sales

    2,560       100.0

%

    2,841       100.0

%

Costs and expenses

                               

Cost of goods sold

    1,891       73.9

%

    2,130       75.0

%

Selling and delivery

    84       3.3       149       5.2  

General and administrative

    892       34.8       870       30.6  
      2,867       112.0

%

    3,149       110.8

%

                                 

Operating loss

    (307 )     (12.0

)%

    (308 )     (10.8 )%
                                 

Interest income (expense), net

    (2 )     (0.1 )%     (5 )     (0.2 )%

Other income, net

    12       0.5       18       0.6  

Loss before income taxes

    (297 )     (11.6 )%     (295 )     (10.4 )%

Income tax expense

    -       -       -       -  

Net loss

    (297 )     (11.6 )%     (295 )     (10.4 )%

 

Net sales

 

Consolidated net sales decreased 9.9% for the three months ended May 31, 2023 compared to the three months ended May 31, 2022. The Display Systems division decreased 9.8% for the three months ended May 31, 2023 or $0.2 million, due primarily to overall delays in raw materials for current orders.  The Company’s AYON Cyber Security division increased 15.3% for the three months ended May 31, 2023 or $11 thousand compared to the same three months last year. The division is primarily doing service work and testing for customers.  The attempts to bring in product business have been unsuccessful including a drop off in government bids last fall. The Data Display division had a decrease of 35.3% or $0.2 million, due to decreased orders from its CRT customers.  The Data division is working closely with the customers to place orders before some materials become unavailable. Lexel is working with customers in Asia for their needs on direct view storage tubes (DVST) and should have steady business driven by replacement CRTs for simulators, medical CRTs and phosphor coating business improvements. The CRT business continues to slow and Lexel is dependent on receiving orders for the DVST products and developing other new business. The keyboard division had an increase in sales of 32.0% or $77 thousand, the business rebounded this year after the launch of the new Mini M keyboard which has been in development for months. All divisions have experienced some form of delay in new orders from customers due to supply chain issues mostly involving products requiring micro-chips, but there are signs that businesses are finding ways to move forward.

 

15

 

Video Display Corporation and Subsidiaries

May 31, 2023

 

Gross margins

 

Consolidated gross margins increased as a percentage to sales (26.1% from 25.0%), but decreased in actual dollars by $42 thousand due to lower sales for the three months ended May 31, 2023 compared to the three months ended May 31, 2022.

 

The VDC Display Systems division gross margin percentage to sales was equivalent compared to last year and decreased $69 thousand due to lower sales at the division for the quarter ended May 31, 2023 compared to last year. VDC Display Systems sales and gross margins were affected by delay in some orders due to backorders on parts needed to complete orders.

 

The AYON Cyber Security division increased gross margins by $15 thousand on service business. The gross margin percentage was 13.1% for the period ended May 31, 2023 compared to a negative 5.4% for the same quarter last year.

 

The Data Display division had a negative gross margin of $59 thousand or a negative 19.1% compared to a negative gross margin of $1 thousand and a negative gross margin of 0.3% for the three months ended May 31, 2023 and May 31, 2022, respectively.

 

The keyboard division, Unicomp, increased gross margins by 350.8% due to an increase in sales of 32% while controlling the production costs. The sales mix also contributed to the better margins. Gross margin dollars were $89 thousand compared to $20 thousand for the comparable period ended May 31, 2023. The gross margin percentage was 27.8% compared to 8.2% for the comparable three-month period ended May 31, 2023.

 

 

Operating expenses

 

Operating expenses decreased by 4.2% or $43 thousand for the three months ended May 31, 2023 compared to the three months ended May 31, 2022. The decrease was due to the decreased costs in selling expenses. The Company reduced costs primarily in salaries, commissions and benefits by not replacing staff when they resigned while business was slow. The customers were reassigned to different representatives. Sales mix also contributed to the decrease in sales expenses with outside commissions being lower this year.

 

 

Interest expense

 

Interest expense was $2 thousand for the quarter ended May 31, 2023 compared to $5 thousand for the quarter ended May 31, 2022. The interest expense was on the lease of TEMPEST equipment.

 

Other Income/Expense

 

For the three months ended May 31, 2023 the Company had $10 thousand in the sale of fully depreciated assets and $2 thousand for insurance audit refund. For the three months ended May 31, 2022, the Company had $15 thousand in rental income and $3 thousand on the sale of assets.

 

Income taxes

 

Due to the Company’s overall and historical net loss position, no income tax expense was reported for the three- month period ending May 31, 2023 and May 31, 2022. Due to continued losses reported by the Company, a full valuation allowance was allocated to the deferred tax asset created by these losses.

 

16

 

Video Display Corporation and Subsidiaries

May 31, 2023

 

Liquidity and Capital Resources

 

The accompanying unaudited interim condensed consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company reported a net loss and a decrease in working capital for the three-month period ending May 31, 2023 primarily due to insufficient revenues in the Company. The Company did have a decrease in liquid assets for the three-month period primarily as a result of the lack of revenue. The Company has sustained losses for the last three of five fiscal years and has seen overall a decline in working capital and liquid assets during this five-year period. Annual losses over this time are due to a combination of decreasing revenues across the divisions without a commensurate reduction of expenses. The Company’s working capital and liquid asset position are presented below (in thousands) as of May 31, 2023 and February 28, 2023:

 

   

May 31,

2023

   

February 28,

2023

 
                 

Working capital

  $ (1,463 )   $ (1,297 )

Liquid assets

  $ 238     $ 400  

 

Management continues to implement plans to improve liquidity and to increase revenues at all divisions. The ability of the Company to continue as a going concern is dependent upon the success of management’s plans to improve revenues, the operational effectiveness of continuing operations, the procurement of suitable financing, or a combination of these. The uncertainty regarding the potential success of management’s plan create substantial doubt about the ability of the Company to continue as a going concern.

 

Cash used in operations for the quarter ended May 31, 2023 was $0.2 million. Deductions to net loss of $0.1 million for depreciation. Changes in working capital were minimal, and primarily relate to a change in contract assets of $0.2 million, a change in accounts receivable of $0.3 million and a change in accounts payable of $0.5 million, offset by a change in contract liabilities of $0.5 million, a change in inventory of $0.4 million and a change in prepaids of $0.1 million. Cash used in operations for the quarter ended May 31, 2022 was $0.4 million.

 

Investing activities included $10 thousand of proceeds from disposal of equipment for the period ended May 31, 2023. There was no net investing activity for the period ended May 31, 2022.

 

Financing activities provided $0.1 million from proceeds from borrowings from the Company CEO for the period ended May 31, 2023. Financing activities provided $0.3 million for the period ended May 31, 2022 from proceeds from additional borrowing from the Company’s CEO.

 

The Company has a stock repurchase program, pursuant to which it has been authorized to repurchase up to 2,632,500 shares of the Company’s common stock in the open market. On January 20, 2014, the Board of Directors of the Company approved a one-time continuation of the stock repurchase program, and authorized the Company to repurchase up to 1,500,000 additional shares of the Company’s common stock on the open market, depending on the market price of the shares. There is no minimum number of shares required to be repurchased under the program.

 

For the quarter ending May 31, 2023 and May 31, 2022, the Company did not purchase any shares of the Video Display Corporation stock. Under the Company’s stock repurchase program, an additional 490,186 shares remain authorized to be repurchased by the Company at May 31, 2023.

 

17

 

Video Display Corporation and Subsidiaries

May 31, 2023

 

Critical Accounting Policies and Estimates

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon the Company’s interim condensed consolidated financial statements. These interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. These principles require the use of estimates and assumptions that affect amounts reported and disclosed in the interim condensed consolidated financial statements and related notes. The accounting policies that may involve a higher degree of judgments, estimates, and complexity include reserves on inventories, revenue recognition, and the sufficiency of the valuation reserve related to deferred tax assets. The Company uses the following methods and assumptions in determining its estimates:

 

Inventory Valuation

 

Management regularly reviews the Company’s investment in inventories for declines in value and writes down the cost when it is apparent that the expected net realizable value of the inventory falls below its carrying amount. The Company operates in an environment of constantly changing technologies and retains a certain amount of inventory for legacy products for maintenance and replacement capabilities for its customers. The Company maintains inventory on certain products to ensure it has adequate inventory to fulfill orders for transitioning product lines. Management reviews inventory levels on a quarterly basis. Such reviews include observations of product development trends of the original equipment manufacturers, new products being marketed, and technological advances relative to the product capabilities of the Company’s existing inventories.          

 

Revenue Recognition

 

We recognize revenue when we transfer control of the promised products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We derive our revenue primarily from sales of simulation and video wall systems, cyber secure products, data displays, and keyboards. We exclude sales and usage-based taxes from revenue.

 

Our simulation and video wall systems are custom-built (using commercial off-the-shelf products) to customer specifications under fixed price contracts. Judgment is required to determine whether each product and service is considered to be a distinct performance obligation that should be accounted for separately under the contract. Generally, these contracts contain one performance obligation (the installation of a fully functional system). We recognize revenue for these systems over time as control is transferred based on labor hours incurred on each project.

 

We recognize revenue related to our cyber secure products, data displays, and keyboards at a point in time when control is transferred to the customer (generally upon shipment of the product to the customer).

 

Timing of invoicing to customers may differ from timing of revenue recognition; however, our contracts do not include a significant financing component as substantially all of our invoices have terms of 30 days or less. We are applying the practical expedient to exclude from consideration any contracts with payment terms of one year or less and we never offer terms extending beyond one year.

 

Income Taxes

 

Deferred income taxes are provided to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of May 31, 2023, the Company has established a valuation allowance of $6.3 million on the Company’s deferred tax assets.

 

18

 

Video Display Corporation and Subsidiaries

May 31, 2023

 

The Company accounts for uncertain tax positions under the provisions of ASC 740, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At May 31, 2023, the Company did not record any liabilities for uncertain tax positions.

 

Forward-Looking Information and Risk Factors

 

This report contains forward-looking statements and information that is based on management’s beliefs, as well as assumptions made by, and information currently available to management. When used in this document, the words “anticipate,” “believe,” “estimate,” “intends,” “will,” and “expect” and similar expressions are intended to identify forward-looking statements. Such statements involve a number of risks and uncertainties. These risks and uncertainties, which are included under Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended February 28, 2023 could cause actual results to differ materially.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

The Company’s primary market risks include changes in technology. The Company operates in an industry which is continuously changing. Failure to adapt to the changes could have a detrimental effect on the Company.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, such as this quarterly report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

 

Our chief executive officer and chief financial officer have conducted an evaluation of the effectiveness of our disclosure controls and procedures as of May 31, 2023. We perform this evaluation on a quarterly basis so that the conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our annual report on Form 10-K and quarterly reports on Form 10-Q. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of May 31, 2023.

 

Changes in Internal Controls

 

There have not been any changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

19

 

Video Display Corporation and Subsidiaries

May 31, 2023

 

PART II

 

Item 1.

Legal Proceedings

 

None.

 

Item 1A.

Risk Factors

 

Information regarding risk factors appears under the caption Forward-Looking Information and Risk Factors in Part I, Item 2 of this Form 10-Q and in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended February 28, 2023. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.

Defaults upon Senior Securities

 

None.

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

None.

 

Item 5.

Other information

 

None.

 

Item 6.

Exhibits

 

Exhibit

Number

 

Exhibit Description

     

3(a)

 

Articles of Incorporation of the Company (incorporated by reference to Exhibit 3A to the Company’s Registration Statement on Form S-18 filed January 15, 1985).

3(b)

 

By-Laws of the Company (incorporated by reference to Exhibit 3B to the Company’s Registration Statement on Form S-18 filed January 15, 1985).

10(b)

 

Lease dated February 19, 2015 by and between Registrant (Lessee) and Ordway Properties LLC (Lessor) with respect to premises located at 5155 King Street, Cocoa, FL. (incorporated by reference to Exhibit 10(g) to the Company’s 2015 Annual Report on Form 10-K.)

10(c)

 

Video Display Corporation 2006 Stock Incentive Plan. (incorporated by reference to Appendix A to the Company’s 2006 Proxy Statement on Schedule 14A)

31.1

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

 

Inline XBRL Instance Document

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104   Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

 

20

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

 

 

VIDEO DISPLAY CORPORATION

 

 

 

 

 

 

July 17, 2023 

By:

/s/ Ronald D. Ordway

 

 

 

     Ronald D. Ordway

     Chief Executive Officer

 

 

 

July 17, 2023

By:

/s/ Gregory L. Osborn

 

 

 

     Gregory L. Osborn

     Chief Financial Officer

 

 

21

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
2/29/24
12/1/23
8/1/23
Filed on:7/17/23
For Period end:5/31/23
5/30/2310-K
3/1/23
2/28/2310-K
12/15/22
5/31/2210-K,  10-Q,  NT 10-Q
3/31/22
3/1/22
11/23/20
1/20/14
 List all Filings 


2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/29/15  Video Display Corp.               10-K        2/28/15   85:6.5M                                   Donnelley … Solutions/FA
 6/27/06  Video Display Corp.               DEF 14A     8/25/06    1:470K                                   Toppan Merrill/FA
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