##### 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 August 31, 2010.
 or
 o
    
    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  (Registrants telephone number including area code)
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




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##### 



Video Display Corporation and Subsidiaries
Index
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets 
August 31, 2010 (unaudited) and February 28, 2010
    
    
    3Condensed Consolidated Statements of Operations -
Three months and six months ended August 31, 2010 and 2009 (unaudited)
    
    
    5Condensed Consolidated Statement of Shareholders Equity -
Six months ended August 31, 2010 (unaudited)
    
    
    6Condensed Consolidated Statements of Cash Flows 
Six months ended August 31, 2010 and 2009 (unaudited)
    
    
    7Notes to Condensed Consolidated Financial Statements -
August 31, 2010 (unaudited)
    
    
    9Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    26PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    27Item 1A. Risk Factors
    
    
    27Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3. Defaults upon Senior Securities
    
    
    27Item 4. Submission of Matters to a Vote of Security Holders
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    28SIGNATURES
    
    
    29EX-10.KEX-31.1EX-31.2EX-32
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##### Table of Contents



ITEM 1.
    
    FINANCIAL STATEMENTS
 Video Display Corporation and Subsidiaries



Condensed Consolidated Balance Sheets
(in thousands)
 August 31,
    
    
    February 28,2010
    
    
    2010(unaudited)AssetsCurrent assetsCash
    
    $
    1,276
    
    
    $
    465Accounts receivable, less allowance for
doubtful accounts of $249 and $160
    
    
    11,230
    
    
    
    11,673Inventories, net
    
    
    36,839
    
    
    
    37,997Cost and estimated earnings in excess of
billings on uncompleted contracts
    
    
    3,464
    
    
    
    4,089Deferred income taxes
    
    
    3,141
    
    
    
    2,879Income taxes refundable
    
    
    
    
    
    
    162Outside investments
    
    
    46
    
    
    
    78Prepaid expenses and other
    
    
    633
    
    
    
    520Total current assets
    
    
    56,629
    
    
    
    57,863Property, plant, and equipment:Land
    
    
    585
    
    
    
    585Buildings
    
    
    8,342
    
    
    
    8,292Machinery and equipment
    
    
    22,405
    
    
    
    22,17431,332
    
    
    
    31,051Accumulated depreciation and amortization
    
    
    (25,963
    )
    
    
    (25,322
    )Net property, plant, and equipment
    
    
    5,369
    
    
    
    5,729Goodwill
    
    
    1,376
    
    
    
    1,376Intangible assets, net
    
    
    1,666
    
    
    
    1,843Deferred income taxes
    
    
    855
    
    
    
    760Other assets
    
    
    29
    
    
    
    32Total assets
    
    $
    65,924
    
    
    $
    67,603
  3




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Video Display Corporation and Subsidiaries

Condensed Consolidated Balance Sheets (continued)

(in thousands)
 August 31,
    
    
    February 28,2010
    
    
    2010(unaudited)Liabilities and Shareholders EquityCurrent liabilitiesAccounts payable
    
    $
    5,973
    
    
    $
    9,232Accrued liabilities
    
    
    4,842
    
    
    
    4,475Billings in excess of cost and estimated earnings
on uncompleted contracts
    
    
    489
    
    
    
    880Current maturities of notes payable to officers and
directors
    
    
    396
    
    
    
    511Line of credit
    
    
    19,929
    
    
    
    20,143Income taxes payable
    
    
    917
    
    
    
    Current maturities of long-term debt
and financing lease obligations
    
    
    1,041
    
    
    
    825Total current liabilities
    
    
    33,587
    
    
    
    36,066Long-term debt, less current maturities
    
    
    394
    
    
    
    957Financing lease obligations, less current maturities
    
    
    163
    
    
    
    221Notes payable to officers and directors,
less current maturities
    
    
    2,047
    
    
    
    2,447Other long term liabilities
    
    
    296
    
    
    
    415Total liabilities
    
    
    36,487
    
    
    
    40,106Commitments and ContingenciesShareholders EquityPreferred stock, no par value  10,000 shares
authorized; none issued and outstanding
    
    
    
    
    
    
    Common stock, no par value  50,000 shares
authorized;9,732 issued and 8,365 outstanding at August 31,
2010 and 9,732 issued and 8,365 outstanding at
February 28, 2010
    
    
    7,293
    
    
    
    7,293Additional paid-in capital
    
    
    212
    
    
    
    193Retained earnings
    
    
    29,322
    
    
    
    27,401Treasury stock, 1,367 shares at cost
    
    
    (7,390
    )
    
    
    (7,390
    )Total shareholders equity
    
    
    29,437
    
    
    
    27,497Total liabilities and shareholders equity
    
    $
    65,924
    
    
    $
    67,603
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Video Display Corporation and Subsidiaries


Condensed Consolidated Statements of Operations (unaudited)
(in thousands, except per share data)
 Three Months Ended
    
    
    Six Months EndedAugust 31,
    
    
    August 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    22,114
    
    
    $
    16,840
    
    
    $
    42,451
    
    
    $
    33,191Cost of goods sold
    
    
    14,704
    
    
    
    10,872
    
    
    
    28,604
    
    
    
    21,385Gross profit
    
    
    7,410
    
    
    
    5,968
    
    
    
    13,847
    
    
    
    11,806Operating expensesSelling and delivery
    
    
    1,954
    
    
    
    1,740
    
    
    
    3,822
    
    
    
    3,523General and administrative
    
    
    3,355
    
    
    
    3,938
    
    
    
    6,750
    
    
    
    7,8825,309
    
    
    
    5,678
    
    
    
    10,572
    
    
    
    11,405Operating profit
    
    
    2,101
    
    
    
    290
    
    
    
    3,275
    
    
    
    401Other income (expense)Interest expense
    
    
    (287
    )
    
    
    (303
    )
    
    
    (589
    )
    
    
    (503
    )Other, net
    
    
    124
    
    
    
    32
    
    
    
    189
    
    
    
    333(163
    )
    
    
    (271
    )
    
    
    (400
    )
    
    
    (170
    )Income before income tax expense
    
    
    1,938
    
    
    
    19
    
    
    
    2,875
    
    
    
    231Income tax expense
    
    
    594
    
    
    
    (7
    )
    
    
    954
    
    
    
    53Net income
    
    $
    1,344
    
    
    $
    26
    
    
    $
    1,921
    
    
    $
    178Net income per share  basic
    
    $
    .16
    
    
    $
    .00
    
    
    $
    .23
    
    
    $
    .02Net income per share  diluted
    
    $
    .15
    
    
    $
    .00
    
    
    $
    .22
    
    
    $
    .02Average shares outstanding  basic
    
    
    8,365
    
    
    
    8,372
    
    
    
    8,365
    
    
    
    8,482Average shares outstanding  diluted
    
    
    8,680
    
    
    
    8,680
    
    
    
    8,690
    
    
    
    8,781
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Video Display Corporation and Subsidiaries

Condensed Consolidated Statement of Shareholders Equity
Six Months Ended August 31, 2010 (unaudited)
(in thousands)
 AdditionalCommon
    
    
    Share
    
    
    Paid-in
    
    
    Retained
    
    
    TreasuryShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    StockBalance, February 28, 2010
    
    
    8,365
    
    
    $
    7,293
    
    
    $
    193
    
    
    $
    27,401
    
    
    $
    (7,390
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,921
    
    
    
    Stock Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share based compensation
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    Balance, August 31, 2010
    
    
    8,365
    
    
    $
    7,293
    
    
    $
    212
    
    
    $
    29,322
    
    
    $
    (7,390
    )
  6




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Video Display Corporation and Subsidiaries


Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)
 Six Months EndedAugust 31,2010
    
    
    2009Operating ActivitiesNet income
    
    $
    1,921
    
    
    $
    178Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    832
    
    
    
    1,175Provision for doubtful accounts
    
    
    107
    
    
    
    67Provision for inventory reserve
    
    
    743
    
    
    
    885Non-cash charge for share based compensation
    
    
    19
    
    
    
    12Deferred income taxes
    
    
    (356
    )
    
    
    (451
    )Net unrealized loss on equity securities
    
    
    32
    
    
    
    Gain on sale of equipment
    
    
    (13
    )
    
    
    Changes in working capital, net of effects
from acquisitions:Accounts receivable
    
    
    336
    
    
    
    617Inventories
    
    
    416
    
    
    
    (2,570
    )Prepaid expenses and other current assets
    
    
    (113
    )
    
    
    165Accounts payable and accrued liabilities
    
    
    (3,011
    )
    
    
    779Cost, estimated earnings and billings, net, on
uncompleted contracts
    
    
    234
    
    
    
    (1,291
    )Income taxes refundable/payable
    
    
    1,080
    
    
    
    1,455Net cash provided by operating activities
    
    
    2,227
    
    
    
    1,021Investing ActivitiesCapital expenditures
    
    
    (383
    )
    
    
    (116
    )Net investments in equity securities
    
    
    
    
    
    
    245Proceeds on sale of equipment
    
    
    101
    
    
    
    License Agreement
    
    
    
    
    
    
    (500
    )Net cash used in investing activities
    
    
    (282
    )
    
    
    (371
    )
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Video Display Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)
 Six Months EndedAugust 31,2010
    
    
    2009Financing ActivitiesProceeds from long-term debt, lines of credit
and financing lease obligations
    
    
    8,375
    
    
    
    7,700Payments on long-term debt, lines of credit
and financing lease obligations
    
    
    (8,993
    )
    
    
    (7,601
    )Proceeds from notes payable to officers and directors
    
    
    350
    
    
    
    287Repayments of notes payable to officers and directors
    
    
    (866
    )
    
    
    (240
    )Purchases and retirements of common stock and
purchase of treasury stock
    
    
    
    
    
    
    (344
    )Net cash used in financing activities
    
    
    (1,134
    )
    
    
    (198
    )Net increase in cash
    
    
    811
    
    
    
    452Cash, beginning of period
    
    
    465
    
    
    
    662Cash, end of period
    
    $
    1,276
    
    
    $
    1,114
  8




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Video Display Corporation and Subsidiaries
August 31, 2010
          The FASB Accounting
Standards Codification
 9




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Video Display Corporation and Subsidiaries
August 31, 2010
  Consolidation,
 Consolidations Amendments to FASB Interpretation No. 46(R) Consolidation of Variable Interest Entities
 Fair Value Measurements
and Disclosures  Overall Subtopic
 Subsequent Events
 10




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Video Display Corporation and Subsidiaries
August 31, 2010
  
 August 31,
    
    
    February 28,2010
    
    
    2010Raw materials
    
    $
    20,477
    
    
    $
    20,464Work-in-process
    
    
    8,266
    
    
    
    8,396Finished goods
    
    
    13,223
    
    
    
    13,78941,966
    
    
    
    42,649Reserves for obsolescence
    
    
    (5,127
    )
    
    
    (4,652
    )$
    36,839
    
    
    $
    37,997
   August 31,
    
    
    February 28,2010
    
    
    2010Costs incurred to date on uncompleted contracts
    
    $
    7,708
    
    
    $
    5,476Estimated earnings recognized to date on these contracts
    
    
    2,624
    
    
    
    2,93410,332
    
    
    
    8,410Billings to date
    
    
    (7,357
    )
    
    
    (5,201
    )Costs and estimated earnings in excess
of billings, net
    
    $
    2,975
    
    
    $
    3,209Costs and estimated earnings in excess of billings
    
    $
    3,464
    
    
    $
    4,089Billings in excess of costs and estimated earnings
    
    
    (489
    )
    
    
    (880
    )$
    2,975
    
    
    $
    3,209
 Revenue Recognition: Construction-Type and Production-Type Contracts
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Video Display Corporation and Subsidiaries
August 31, 2010
      August 31, 2010
    
    
    February 28, 2010Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationCustomer lists
    
    $
    3,611
    
    
    $
    2,525
    
    
    $
    3,611
    
    
    $
    2,466Non-compete
agreements
    
    
    1,245
    
    
    
    1,245
    
    
    
    1,245
    
    
    
    1,234Patents
    
    
    777
    
    
    
    573
    
    
    
    777
    
    
    
    516Other intangibles
    
    
    649
    
    
    
    273
    
    
    
    649
    
    
    
    223$
    6,282
    
    
    $
    4,616
    
    
    $
    6,282
    
    
    $
    4,439
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Video Display Corporation and Subsidiaries
August 31, 2010
   August 31,
    
    
    February 28,2010
    
    
    2010Note payable to RBC Bank; interest rate at
LIBOR plus applicable margin as defined per
the loan agreement, minimum 4.00% (2.51%
combined rate as of August 31, 2010); monthly
principal payments of $50 plus accrued
interest, payable through July 2011;
collateralized by all assets of the Company.
    
    $
    828
    
    
    $
    1,128Mortgage payable to bank; interest rate at
Federal Home Loan Bank Board Index rate plus
1.95% (7.25% as of August 31, 2010); monthly
principal and interest payments of $5 payable
through October 2021; collateralized by land
and building of Teltron Technologies, Inc
    
    
    436
    
    
    
    4541,264
    
    
    
    1,582Financing lease obligations
    
    
    334
    
    
    
    4211,598
    
    
    
    2,003Less current maturities
    
    
    (1,041
    )
    
    
    (825
    )$
    557
    
    
    $
    1,178
     13




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Video Display Corporation and Subsidiaries
August 31, 2010
   Three Months
    
    
    Six MonthsEnded August 31,
    
    
    Ended August 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net SalesDisplay Segment
    
    $
    17,126
    
    
    $
    11,856
    
    
    $
    31,407
    
    
    $
    23,438Wholesale Distribution Segment
    
    
    4,988
    
    
    
    4,984
    
    
    
    11,044
    
    
    
    9,753$
    22,114
    
    
    $
    16,480
    
    
    $
    42,451
    
    
    $
    33,191Operating profitDisplay Segment
    
    $
    1,909
    
    
    $
    545
    
    
    $
    3,263
    
    
    $
    335Wholesale Distribution Segment
    
    
    192
    
    
    
    (255
    )
    
    
    12
    
    
    
    66Income from Operations
    
    
    2,101
    
    
    
    290
    
    
    
    3,275
    
    
    
    401Interest expense
    
    
    (287
    )
    
    
    (303
    )
    
    
    (589
    )
    
    
    (503
    )Other income, net
    
    
    124
    
    
    
    32
    
    
    
    189
    
    
    
    333Income before income taxes
    
    $
    1,938
    
    
    $
    19
    
    
    $
    2,875
    
    
    $
    231
   Six MonthsEnded August 31,2010
    
    
    2009Cash Paid for:Interest
    
    $
    587
    
    
    $
    468Income taxes, net of refunds
    
    $
    230
    
    
    $
    (952
    )
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Video Display Corporation and Subsidiaries
August 31, 2010
  Earnings Per Share
   AverageShares
    
    
    Net IncomeNet Income
    
    
    Outstanding
    
    
    Per ShareThree months ended August 31, 2010Basic
    
    $
    1,344
    
    
    
    8,365
    
    
    $
    0.16Effect of dilution:Options
    
    
    
    
    
    
    315Diluted
    
    $
    1,344
    
    
    
    8,680
    
    
    $
    0.15Three months ended August 31, 2009Basic
    
    $
    26
    
    
    
    8,372
    
    
    $
    0.00Effect of dilution:Options
    
    
    
    
    
    
    308Diluted
    
    $
    26
    
    
    
    8,680
    
    
    $
    0.00Six months ended August 31, 2010Basic
    
    $
    1,921
    
    
    
    8,365
    
    
    $
    0.23Effect of dilution:Options
    
    
    
    
    
    
    325Diluted
    
    $
    1,921
    
    
    
    8,690
    
    
    $
    0.22Six months ended August 31, 2009Basic
    
    $
    178
    
    
    
    8,482
    
    
    $
    0.02Effect of dilution:Options
    
    
    
    
    
    
    299Diluted
    
    $
    178
    
    
    
    8,781
    
    
    $
    0.02
 Stock-Based Compensation Plans
   15




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Video Display Corporation and Subsidiaries
August 31, 2010
  Stock Repurchase Program
         16




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Video Display Corporation and Subsidiaries
August 31, 2010
     
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  17




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Video Display Corporation and Subsidiaries
August 31, 2010
  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 CRToffers a wide range of CRTs for use in data display screens, including
computer terminal monitors and medical monitoring equipment.
    
    Entertainment CRT 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
August 31, 2010
 Interest rate exposure
 Liquidity
 Results of Operations
  Three Months
    
    
    Six MonthsEnded August 31,
    
    
    Ended August 31,2010
    
    
    2009
    
    
    2010
    
    
    2009SalesDisplay SegmentMonitors
    
    
    66.7
    %
    
    
    59.0
    %
    
    
    65.0
    %
    
    
    56.9
    %Data Display CRTs
    
    
    10.3
    
    
    
    10.0
    
    
    
    8.4
    
    
    
    12.5Entertainment CRTs
    
    
    0.4
    
    
    
    1.0
    
    
    
    0.4
    
    
    
    1.0Components Parts
    
    
    0.1
    
    
    
    0.4
    
    
    
    0.2
    
    
    
    0.2Total Display Segment
    
    
    77.5
    %
    
    
    70.4
    %
    
    
    74.0
    %
    
    
    70.6
    %Wholesale Distribution Segment
    
    
    22.5
    
    
    
    29.6
    
    
    
    26.0
    
    
    
    29.4100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Costs and expensesCost of goods sold
    
    
    66.5
    %
    
    
    64.6
    %
    
    
    67.4
    %
    
    
    64.4
    %Selling and delivery
    
    
    8.8
    
    
    
    10.3
    
    
    
    9.0
    
    
    
    10.6General and administrative
    
    
    15.2
    
    
    
    23.4
    
    
    
    15.9
    
    
    
    23.890.5
    %
    
    
    98.3
    %
    
    
    92.3
    %
    
    
    98.8
    %Income from operations
    
    
    9.5
    %
    
    
    1.7
    %
    
    
    7.7
    %
    
    
    1.2
    %Interest expense
    
    
    (1.3)
    %
    
    
    (1.8)
    %
    
    
    (1.4)
    %
    
    
    (1.5)
    %Other income, net
    
    
    0.6
    
    
    
    0.2
    
    
    
    0.5
    
    
    
    1.0Income before income taxes
    
    
    8.8
    %
    
    
    0.1
    %
    
    
    6.8
    %
    
    
    0.7
    %Provision for income taxes
    
    
    2.5
    
    
    
    0.0
    
    
    
    2.3
    
    
    
    0.2Net income
    
    
    6.3
    %
    
    
    0.1
    %
    
    
    4.5
    %
    
    
    0.5
    %
 Net sales
  19




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Video Display Corporation and Subsidiaries
August 31, 2010
  Gross margins
    Operating expenses
   20




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Video Display Corporation and Subsidiaries
August 31, 2010
  Interest expense
  Income taxes
  Liquidity and Capital Resources
      21




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Video Display Corporation and Subsidiaries
August 31, 2010
        Critical Accounting Estimates
  22




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Video Display Corporation and Subsidiaries
August 31, 2010
 Reserves on inventories
  Revenue Recognition
  Revenue Recognition: Principal Agent
Considerations
 Revenue Recognition Construction-Type and Production-Type Contracts
 Revenue Recognition: Principal Agent Considerations
 Allowance for doubtful accounts
  23




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##### Table of Contents



Video Display Corporation and Subsidiaries
August 31, 2010
  Warranty reserves
  Other Accounting Policies
  Recent Accounting Pronouncements
 The FASB Accounting
Standards Codification
 Consolidation,
 Consolidations Amendments to FASB Interpretation No. 46(R) Consolidation of Variable Interest Entities
 Fair Value Measurements
and Disclosures  Overall Subtopic
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Video Display Corporation and Subsidiaries
August 31, 2010
  Subsequent Events
 Forward-Looking Information and Risk Factors
  25




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Video Display Corporation and Subsidiaries
August 31, 2010
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
   Changes in Internal Controls
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Video Display Corporation and Subsidiaries
August 31, 2010
 
 PART II
 
 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
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Video Display Corporation and Subsidiaries
August 31, 2010
 
 Exhibits
 ExhibitNumber
    
    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(d)
    
    Amendment to Loan Documents and Waiver dated May 27, 2009.
(incorporated by reference to Exhibit 10(d) to the Companys 2009
Annual Report on Form 10-K)10(e)
    
    Second Amendment to Loan and Security Agreement dated February 26,
2010. (incorporated by reference to Exhibit 10(e) to the Companys 2010
Annual Report on Form 10-K)10(f)
    
    Amendment to Loan and Security Agreement dated May 24, 2010
(incorporated by reference to Exhibit 10(f) to the Companys 2010
Annual Report on Form 10-K)10(g)
    
    Waiver to Loan Document dated July 14, 2010.(incorporated by reference
to Exhibit 10(g) to the Companys Report on Form 10Q dated July 15,
2010)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)
    
    Video Display Corporation 2006 Stock Incentive Plan. (incorporated by
reference to Appendix A to the Companys 2006 Proxy Statement on
Schedule 14A)10(k)
    
    Amendment to Loan and Security Agreement dated September 30, 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.
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
  VIDEO DISPLAY CORPORATIONOctober 15, 2010
    By:
    /s/ Ronald D. OrdwayRonald D. OrdwayChief Executive OfficerOctober 15, 2010
    By:
    /s/ Gregory L. OsbornGregory L. OsbornChief Financial Officer 29