##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarterly Period Ended November 30, 2009.
 oro
    
    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 0-13394
 VIDEO DISPLAY CORPORATION
  GEORGIA
    
    58-1217564(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 1868 TUCKER INDUSTRIAL ROAD, TUCKER, GEORGIA 30084
  770-938-2080
  þ o
 o þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller
reporting company)
 o þ




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##### 



Video Display Corporation and Subsidiaries
Index
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements.Condensed Consolidated Balance Sheets 
November 30, 2009 (unaudited) and February 28, 2009
    
    
    3Condensed Consolidated Statements of Operations 
Three months and nine months ended November 30, 2009 and 2008 (unaudited)
    
    
    5Condensed
Consolidated Statement of Shareholders Equity 
Nine months ended November 30, 2009 (unaudited)
    
    
    6Condensed Consolidated Statements of Cash Flows 
Nine months ended November 30, 2009 and 2008 (unaudited)
    
    
    7Notes to Condensed Consolidated Financial Statements 
November 30, 2009 (unaudited)
    
    
    9Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.
    
    
    18Item 3. Quantitative and Qualitative Disclosure About Market Risk.
    
    
    25Item 4. Controls and Procedures.
    
    
    25PART II. OTHER INFORMATIONItem 1. Legal Proceedings.
    
    
    26Item 1A. Risk Factors.
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    26Item 3. Defaults upon Senior Securities.
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders.
    
    
    26Item 5. Other Information.
    
    
    26Item 6. Exhibits.
    
    
    27SIGNATURES
    
    
    28EX-10.(K)EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



ITEM 1. FINANCIAL STATEMENTS
 Video Display Corporation and Subsidiaries
 
 Condensed Consolidated Balance Sheets
 (in thousands)
 November 30,
    
    
    February 28,2009
    
    
    2009(unaudited)AssetsCurrent AssetsCash
    
    $
    720
    
    
    $
    662Accounts receivable, less allowance for
doubtful accounts of $663 and $608
    
    
    7,723
    
    
    
    9,088Inventories, net
    
    
    38,542
    
    
    
    36,692Cost and estimated earnings in excess of
billings on uncompleted contracts
    
    
    3,851
    
    
    
    1,421Deferred income taxes
    
    
    3,157
    
    
    
    2,724Income taxes refundable
    
    
    312
    
    
    
    1,836Investments
    
    
    80
    
    
    
    335Prepaid expenses and other
    
    
    500
    
    
    
    612Total current assets
    
    
    54,885
    
    
    
    53,370Property, plant and equipment:Land
    
    
    585
    
    
    
    585Buildings
    
    
    8,284
    
    
    
    8,262Machinery and equipment
    
    
    21,990
    
    
    
    21,78630,859
    
    
    
    30,633Accumulated depreciation and amortization
    
    
    (24,963
    )
    
    
    (23,866
    )Net property, plant, and equipment
    
    
    5,896
    
    
    
    6,767Goodwill
    
    
    1,376
    
    
    
    1,376Intangible assets, net
    
    
    1,961
    
    
    
    2,083Deferred income taxes
    
    
    797
    
    
    
    576Other assets
    
    
    32
    
    
    
    36Total assets
    
    $
    64,947
    
    
    $
    64,208
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Video Display Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (continued)
(in thousands)
 November 30,
    
    
    February 28,2009
    
    
    2009(unaudited)Liabilities and Shareholders EquityCurrent liabilitiesAccounts payable
    
    $
    7,967
    
    
    $
    7,175Accrued liabilities
    
    
    4,998
    
    
    
    5,245Billings in excess of cost and estimated
earnings on uncompleted contracts
    
    
    2
    
    
    
    108Current maturities of notes payable to officers and
directors
    
    
    541
    
    
    
    396Lines of credit
    
    
    19,961
    
    
    
    3,493Current maturities of long-term debt
and financing lease obligations
    
    
    801
    
    
    
    544Total current liabilities
    
    
    34,270
    
    
    
    16,961Line of credit
    
    
    
    
    
    
    16,498Long-term debt, less current maturities
    
    
    1,113
    
    
    
    1,707Financing lease obligations, less current maturities
    
    
    131
    
    
    
    162Notes
payable to officers and directors, less current maturities
    
    
    2,396
    
    
    
    1,992Other long term liabilities
    
    
    350
    
    
    
    123Total liabilities
    
    
    38,260
    
    
    
    37,443Shareholders EquityPreferred stock, no par value  10,000 shares
authorized; none issued and outstanding
    
    
    
    
    
    
    Common
stock, no par value  50,000 shares authorized; 9,707 and 8,372 issued and outstanding at November 30,
2009 and 9,707 and 8,601 issued and outstanding at
February 28, 2009
    
    
    7,293
    
    
    
    7,293Additional paid-in capital
    
    
    165
    
    
    
    147Retained earnings
    
    
    26,709
    
    
    
    26,461Accumulated other comprehensive loss
    
    
    (90
    )
    
    
    (90
    )Treasury stock, 1,394 and 1,165 shares at cost
    
    
    (7,390
    )
    
    
    (7,046
    )Total shareholders equity
    
    
    26,687
    
    
    
    26,765Total liabilities and shareholders equity
    
    $
    64,947
    
    
    $
    64,208
  4




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Video Display Corporation and Subsidiaries
 
 Condensed Consolidated Statements of Operations (unaudited)
 (in thousands, except per share data)
 Three Months Ended
    
    
    Nine Months EndedNovember 30,
    
    
    November 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    17,513
    
    
    $
    18,208
    
    
    $
    50,704
    
    
    $
    56,422Cost of goods sold
    
    
    12,328
    
    
    
    12,589
    
    
    
    33,713
    
    
    
    36,543Gross profit
    
    
    5,185
    
    
    
    5,619
    
    
    
    16,991
    
    
    
    19,879Operating expensesSelling and delivery
    
    
    1,711
    
    
    
    1,895
    
    
    
    5,234
    
    
    
    5,682General and administrative
    
    
    3,202
    
    
    
    4,402
    
    
    
    11,084
    
    
    
    12,7624,913
    
    
    
    6,297
    
    
    
    16,318
    
    
    
    18,444Operating profit (loss)
    
    
    272
    
    
    
    (678
    )
    
    
    673
    
    
    
    1,435Other income (expense)Interest expense
    
    
    (308
    )
    
    
    (326
    )
    
    
    (811
    )
    
    
    (894
    )Other, net
    
    
    80
    
    
    
    150
    
    
    
    413
    
    
    
    310(228
    )
    
    
    (176
    )
    
    
    (398
    )
    
    
    (584
    )Income before income tax expense
(benefit)
    
    
    44
    
    
    
    (854
    )
    
    
    275
    
    
    
    851Income tax expense (benefit)
    
    
    (26
    )
    
    
    (589
    )
    
    
    27
    
    
    
    (17
    )Net income (loss)
    
    $
    70
    
    
    $
    (265
    )
    
    $
    248
    
    
    $
    868Net income (loss) per share  basic
    
    $
    .01
    
    
    $
    (.03
    )
    
    $
    .03
    
    
    $
    .09Net income (loss) per share  diluted
    
    $
    .01
    
    
    $
    (.03
    )
    
    $
    .03
    
    
    $
    .09Average shares outstanding  basic
    
    
    8,372
    
    
    
    9,276
    
    
    
    8,445
    
    
    
    9,385Average shares outstanding  diluted
    
    
    8,706
    
    
    
    9,276
    
    
    
    8,756
    
    
    
    9,754
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Video Display Corporation and Subsidiaries
 
 Condensed Consolidated Statement of Shareholders Equity
 Nine Months Ended November 30, 2009 (unaudited)
 (in thousands)
 AccumulatedCommon
    
    
    Common
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    Compre-Stock
    
    
    Stock
    
    
    Paid-in
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    hensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    IncomeBalance, February 28, 2009
    
    
    8,601
    
    
    $
    7,293
    
    
    $
    147
    
    
    $
    26,461
    
    
    $
    (90
    )
    
    $
    (7,046
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    248
    
    
    
    
    
    
    
    
    
    
    $
    248Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    248Repurchase of Treasury Stock
    
    
    (229
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (344
    )Share based compensation
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    Balance, November 30, 2009
    
    
    8,372
    
    
    $
    7,293
    
    
    $
    165
    
    
    $
    26,709
    
    
    $
    (90
    )
    
    $
    (7,390
    )
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Video Display Corporation and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows (unaudited)
 (in thousands)
 Nine Months EndedNovember 30,2009
    
    
    2008Operating ActivitiesNet income
    
    $
    248
    
    
    $
    868Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    1,720
    
    
    
    1,750Provision for doubtful accounts
    
    
    157
    
    
    
    254Provision for inventory reserve
    
    
    1,236
    
    
    
    1,034Non-cash charge for share based compensation
    
    
    18
    
    
    
    15Deferred income taxes
    
    
    (654
    )
    
    
    (1,002
    )Loss on sale of equipment
    
    
    
    
    
    
    9Change in other assets and liabilities
    
    
    4
    
    
    
    (21
    )Changes in working capital, net of effects
from acquisitions:Accounts receivable
    
    
    1,208
    
    
    
    (208
    )Inventories
    
    
    (3,086
    )
    
    
    (3,177
    )Cost, estimated earnings and billings on
uncompleted contracts
    
    
    (2,537
    )
    
    
    1,367Income taxes refundable
    
    
    1,524
    
    
    
    163Prepaid expenses and other current assets
    
    
    112
    
    
    
    (216
    )Accounts payable and accrued liabilities
    
    
    772
    
    
    
    21Net cash provided by operating activities
    
    
    722
    
    
    
    857Investing ActivitiesCapital expenditures
    
    
    (227
    )
    
    
    (794
    )Net investments in equity securities
    
    
    255
    
    
    
    (414
    )License agreement
    
    
    (500
    )
    
    
    Net cash used in investing activities
    
    
    (472
    )
    
    
    (1,208
    )
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Video Display Corporation and Subsidiaries
 Condensed Consolidated Statements of Cash Flows (unaudited)
  Nine Months EndedNovember 30,2009
    
    
    2008Financing ActivitiesProceeds from long-term debt, lines of credit
and financing lease obligations
    
    
    10,388
    
    
    
    21,696Payments on long-term debt, lines of credit
and financing lease obligations
    
    
    (10,785
    )
    
    
    (17,380
    )Proceeds from loans from officers and directors
    
    
    916
    
    
    
    Repayments of loans from officers and directors
    
    
    (367
    )
    
    
    (2,427
    )Purchases and retirements of common stock and
purchase of treasury stock
    
    
    (344
    )
    
    
    (1,921
    )Net cash used in financing activities
    
    
    (192
    )
    
    
    (32
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    (126
    )Net increase in cash
    
    
    58
    
    
    
    (509
    )Cash, beginning of period
    
    
    662
    
    
    
    1,636Cash, end of period
    
    $
    720
    
    
    $
    1,127
  8




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Video Display Corporation and Subsidiaries
 
 Notes to Condensed Consolidated Financial Statements
 November 30, 2009
          9




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Video Display Corporation and Subsidiaries
 Notes to Condensed Consolidated Financial Statements
 November 30, 2009
        10




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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2009
    November 30,
    
    
    February 28,2009
    
    
    2009Raw materials
    
    $
    20,421
    
    
    $
    20,086Work-in-process
    
    
    8,310
    
    
    
    7,938Finished goods
    
    
    14,300
    
    
    
    12,24543,031
    
    
    
    40,269Reserves for obsolescence
    
    
    (4,489
    )
    
    
    (3,577
    )$
    38,542
    
    
    $
    36,692
   November 30,
    
    
    February 28,2009
    
    
    2009Costs incurred to date on uncompleted contracts
    
    $
    6,516
    
    
    $
    3,423Estimated earnings recognized to date on these contracts
    
    
    3,213
    
    
    
    1,5159,729
    
    
    
    4,938Billings to date
    
    
    (5,880
    )
    
    
    (3,625
    )Costs and estimated earnings in excess
of billings, net
    
    $
    3,849
    
    
    $
    1,313Costs and estimated earnings in excess of billings
    
    $
    3,851
    
    
    $
    1,421Billings in excess of costs and estimated earnings
    
    
    (2
    )
    
    
    (108
    )$
    3,849
    
    
    $
    1,313
 Revenue Recognition: Construction-Type and Production-Type Contracts
 11




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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2009
       November 30, 2009
    
    
    February 28, 2009Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationCustomer lists
    
    $
    3,611
    
    
    $
    2,420
    
    
    $
    3,611
    
    
    $
    2,124Non-compete
agreements
    
    
    1,245
    
    
    
    1,222
    
    
    
    1,245
    
    
    
    1,054Patents
    
    
    777
    
    
    
    486
    
    
    
    777
    
    
    
    395Other intangibles
    
    
    649
    
    
    
    193
    
    
    
    149
    
    
    
    126$
    6,282
    
    
    $
    4,321
    
    
    $
    5,782
    
    
    $
    3,699
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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2009
   November 30,
    
    
    February 28,2009
    
    
    2009Note payable RBC Bank; interest rate at
LIBOR plus applicable margin as defined per
the loan agreement, minimum 4.00% (2.51%
combined rate as of November 30, 2009);
monthly principal payments of $50 plus
accrued interest, payable through July
2011; collateralized by all assets of the
Company.
    
    $
    1,278
    
    
    $
    1,553Mortgage payable to bank; interest rate at
Federal Home Loan Bank Board Index rate
plus 1.95% (7.25% as of November 30, 2009);
monthly principal and interest payments of
$5 payable through October 2021;
collateralized by land and building of
Teltron Technologies, Inc.
    
    
    460
    
    
    
    478Other
    
    
    1
    
    
    
    331,739
    
    
    
    2,064Financing lease obligations
    
    
    306
    
    
    
    3492,045
    
    
    
    2,413Less current maturities
    
    
    (801
    )
    
    
    (544
    )$
    1,244
    
    
    $
    1,869
     13




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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2009
       Three Months
    
    
    Nine MonthsEnded November 30,
    
    
    Ended November 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net SalesDisplay Segment
    
    $
    12,552
    
    
    $
    11,930
    
    
    $
    35,989
    
    
    $
    39,179Wholesale Distribution Segment
    
    
    4,961
    
    
    
    6,278
    
    
    
    14,715
    
    
    
    17,243$
    17,513
    
    
    $
    18,208
    
    
    $
    50,704
    
    
    $
    56,422Operating profitDisplay Segment
    
    $
    174
    
    
    $
    241
    
    
    $
    509
    
    
    $
    2,135Wholesale Distribution Segment
    
    
    98
    
    
    
    (919
    )
    
    
    164
    
    
    
    (700
    )Income from Operations
    
    
    272
    
    
    
    (678
    )
    
    
    673
    
    
    
    1,435Interest expense
    
    
    (308
    )
    
    
    (326
    )
    
    
    (811
    )
    
    
    (894
    )Other income, net
    
    
    80
    
    
    
    150
    
    
    
    413
    
    
    
    310Income before income taxes
    
    $
    44
    
    
    $
    (854
    )
    
    $
    275
    
    
    $
    851
   Nine MonthsEnded November 30,2009
    
    
    2008Cash paid for:Interest
    
    $
    780
    
    
    $
    911Income taxes, net of refunds
    
    $
    (843
    )
    
    $
    570
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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2009
  Net Income Per Share
   AverageShares
    
    
    Net IncomeNet Income
    
    
    Outstanding
    
    
    Per ShareThree months ended November 30, 2009Basic
    
    $
    70
    
    
    
    8,372
    
    
    $
    0.01Effect of dilution:Options
    
    
    
    
    
    
    334Diluted
    
    $
    70
    
    
    
    8,706
    
    
    $
    0.01Three months ended November 30, 2008Basic
    
    $
    (265
    )
    
    
    9,276
    
    
    $
    (0.03
    )Effect of dilution:Options
    
    
    
    
    
    
    Diluted
    
    $
    (265
    )
    
    
    9,276
    
    
    $
    (0.03
    )Nine months ended November 30, 2009Basic
    
    $
    248
    
    
    
    8,445
    
    
    $
    0.03Effect of dilution:Options
    
    
    
    
    
    
    311Diluted
    
    $
    248
    
    
    
    8,756
    
    
    $
    0.03Nine months ended November 30, 2008Basic
    
    $
    868
    
    
    
    9,385
    
    
    $
    0.09Effect of dilution:Options
    
    
    
    
    
    
    369Diluted
    
    $
    868
    
    
    
    9,754
    
    
    $
    0.09
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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2009
 Stock-Based Compensation Plans
 Compensation  Stock
Compensation
   Stock Repurchase Program
   Comprehensive Income
 16




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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
November 30, 2009
           17




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Video Display Corporation and Subsidiaries
November 30, 2009
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
 Segment
Reporting
 
    
    Monitors offers a complete range of CRT, flat panel and projection display systems
for use in training and simulation, military, medical, and industrial applications.
    
    Data Display CRTS offers a complete range of CRTs for use in data display screen,
including computer terminal monitors and medical monitoring equipment.
    
    Entertainment CRTS offers a wide range of CRTs and projection tubes for television
and home theater equipment.
    
    Component Parts provides replacement electron guns and other components for CRTs
primarily for servicing the Companys internal needs.
  Inventory management
  18




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Video Display Corporation and Subsidiaries
November 30, 2009
  Interest rate exposure
 Results of Operations
  Three Months
    
    

    Nine MonthsEnded November 30,
    
    
    Ended November 30,2009
    
    
    2008
    
    
    2009
    
    
    2008SalesDisplay SegmentMonitors
    
    
    62.2
    %
    
    
    55.2
    %
    
    
    58.7
    %
    
    
    56.0
    %Data Display CRTs
    
    
    8.6
    
    
    
    8.1
    
    
    
    11.1
    
    
    
    11.2Entertainment CRTs
    
    
    0.5
    
    
    
    1.7
    
    
    
    0.9
    
    
    
    1.8Components Parts
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.3
    
    
    
    0.4Total Display Segment
    
    
    71.7
    %
    
    
    65.5
    %
    
    
    71.0
    %
    
    
    69.4
    %Wholesale Distribution Segment
    
    
    28.3
    
    
    
    34.5
    
    
    
    29.0
    
    
    
    30.6100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Costs and expensesCost of goods sold
    
    
    70.4
    %
    
    
    69.1
    %
    
    
    66.5
    %
    
    
    64.8
    %Selling and delivery
    
    
    9.7
    
    
    
    10.4
    
    
    
    10.3
    
    
    
    10.1General and administrative
    
    
    18.3
    
    
    
    24.2
    
    
    
    21.9
    
    
    
    22.698.4
    %
    
    
    103.7
    %
    
    
    98.7
    %
    
    
    97.5
    %Income from operations
    
    
    1.6
    %
    
    
    (3.7
    )%
    
    
    1.3
    %
    
    
    2.5
    %Interest expense
    
    
    (1.8)
    %
    
    
    (1.8
    )%
    
    
    (1.6)
    %
    
    
    (1.6
    )%Other income, net
    
    
    0.5
    
    
    
    0.8
    
    
    
    0.8
    
    
    
    .6Income before income taxes
    
    
    0.3
    %
    
    
    (4.7
    )%
    
    
    0.5
    %
    
    
    1.5
    %Provision for income taxes
    
    
    (0.1
    )
    
    
    (3.2
    )
    
    
    0.0
    
    
    
    0.0Net income
    
    
    0.4
    %
    
    
    (1.5
    )%
    
    
    0.5
    %
    
    
    1.5
    %
 19




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 2009
 Net sales
   Gross margins
    20




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 2009
 Operating expenses
    Interest expense
  Income taxes
  Liquidity and Capital Resources
  21




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Video Display Corporation and Subsidiaries
November 30, 2009
          22




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 2009
 Critical Accounting Policies
  Reserves on inventories
  Revenue Recognition
  Revenue Recognition: Principal Agent
Considerations
 Revenue Recognition Construction-Type and Production-Type Contracts
 Revenue Recognition: Principal Agent Considerations
 23




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 2009
 Allowance for doubtful accounts
  Warranty reserves
  Other Accounting Policies
  Reclassified Revenues
  Recent Accounting Pronouncements
  Forward-Looking Information and Risk Factors
  24




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 2009
 
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
   
 ITEM 4.
    
    CONTROLS AND PROCEDURES
   Changes in Internal Controls
  25




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 2009
 
 PART II
 
 Item 1.
    
    Legal Proceedings
   
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults upon Senior Securities
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  
 Item 5.
    
    Other information
  26




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 2009
 
 Item 6.
    
    Exhibits
 Exhibit
 Number
    
    Exhibit Description3(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 June 1, 2008 by and between Registrant (Lessee) and Ronald
D. Ordway (Lessor) with respect to premises located at 4601 Lewis Road,
Stone Mountain, Georgia. (incorporated by reference to Exhibit 10(b) to
the Companys 2009 Annual Report on Form 10-K)10(c)
    
    Lease dated November 1, 2008 by and between Registrant (Lessee) and
Ronald D. Ordway (Lessor) with respect to premises located at 1868
Tucker Industrial Road, Tucker, Georgia. (incorporated by reference to
Exhibit 10(c) to the Companys 2009 Annual Report on Form 10-K)10(e)
    
    $6,800,000 term note dated February 27, 2006 between the Company and
Ronald D. Ordway (holder) (incorporated by reference to Exhibit 10(e)
to the Companys 2006 Annual Report on Form 10-K).10(h)
    
    Loan and Security Agreement and related documents, dated September 26,
2008, among Video Display Corporation and Subsidiaries and RBC Centura
Bank as lender and RBC Centura Bank as collateral agent (incorporated
by reference to Exhibit 10(h) to the Companys Report on Form 10-Q
dated January 14, 2009).10(i)
    
    $6,000,000 Subordinated Note, dated June 29, 2006, between Video
Display Corporation and Ronald D. Ordway (holder) (incorporated by
reference to Exhibit 10(i) to the Companys Current Report on Form 8-K
dated June 29, 2006).10(j)
    
    Amendment to Loan Documents and Waiver between Video Display
Corporation and RBC Bank dated August 25, 2009(incorporated by
reference to Exhibit 10(j) to the Companys Report on Form 10-Q dated
August 27, 2009).10(k)
    
    Waiver Agreement between Video
Display Corporation and RBC Bank dated January 12, 2010.31.1
    
    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.
 27




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##### Table of Contents



SIGNATURES
  VIDEO DISPLAY CORPORATIONJanuary 14, 2010
    By:
    /s/ Ronald D. OrdwayRonald D. OrdwayChief Executive OfficerJanuary 14, 2010
    By:
    /s/ Gregory L. OsbornGregory L. OsbornChief Financial Officer 28