##### 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 May 31, 2011.
 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)
 þ o
 o o
  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 Statements.Condensed Consolidated Balance Sheets 
May 31, 2011 (unaudited) and February 28, 2011
    
    
    3Condensed Consolidated Income Statements 
Three months ended May 31, 2011 and 2010 (unaudited)
    
    
    5Condensed Consolidated Statement of Shareholders Equity 
Three months ended May 31, 2011 (unaudited)
    
    
    6Condensed Consolidated Statements of Cash Flows 
Three months ended May 31, 2011 and 2010 (unaudited)
    
    
    7Notes to Condensed Consolidated Financial Statements 
May 31, 2011 (unaudited)
    
    
    8Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.
    
    
    17Item 3. Quantitative and Qualitative Disclosure About Market Risk.
    
    
    24Item 4. Controls and Procedures.
    
    
    24PART 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
    
    
    28
 EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



ITEM 1  FINANCIAL STATEMENTS
 Video Display Corporation and Subsidiaries
 
 Condensed Consolidated
Balance Sheets
(in thousands)
 May 31,
    
    
    February 28,2011
    
    
    2011(unaudited)AssetsCurrent assetsCash
    
    $
    2,098
    
    
    $
    1,399Restricted cash
    
    
    
    
    
    
    1,388Accounts receivable, less allowance for
doubtful accounts of $199 and $134
    
    
    7,581
    
    
    
    8,496Inventories, net
    
    
    31,547
    
    
    
    30,593Cost and estimated earnings in excess of
billings on uncompleted contracts
    
    
    3,133
    
    
    
    2,192Deferred income taxes
    
    
    2,682
    
    
    
    2,659Income taxes refundable
    
    
    249
    
    
    
    770Prepaid expenses and other
    
    
    867
    
    
    
    825Assets of discontinued operations
    
    
    
    
    
    
    5,710Total current assets
    
    
    48,157
    
    
    
    54,032Property, plant, and equipmentLand
    
    
    336
    
    
    
    336Buildings
    
    
    6,340
    
    
    
    6,340Machinery and equipment
    
    
    17,731
    
    
    
    17,58324,407
    
    
    
    24,259Accumulated depreciation and amortization
    
    
    (19,944
    )
    
    
    (19,737
    )Net property, plant, and equipment
    
    
    4,463
    
    
    
    4,522Goodwill
    
    
    1,376
    
    
    
    1,376Intangible assets, net
    
    
    1,423
    
    
    
    1,504Deferred income taxes
    
    
    819
    
    
    
    823Other assets
    
    
    13
    
    
    
    5Assets of discontinued operations
    
    
    
    
    
    
    1,208Total assets
    
    $
    56,251
    
    
    $
    63,470
  3




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##### Table of Contents



Video Display Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (continued)
(in thousands)
 May 31,
    
    
    February 28,2011
    
    
    2011(unaudited)Liabilities and Shareholders EquityCurrent liabilitiesAccounts payable
    
    $
    3,938
    
    
    $
    4,387Accrued liabilities
    
    
    3,978
    
    
    
    3,690Billings in excess of cost and estimated earnings
on
uncompleted contracts
    
    
    812
    
    
    
    1,026Current maturities of notes payable to officers and
directors
    
    
    396
    
    
    
    396Current maturities of long-term debt
    
    
    943
    
    
    
    943Liabilities of discontinued operations
    
    
    
    
    
    
    3,208Total current liabilities
    
    
    10,067
    
    
    
    13,650Lines of credit
    
    
    12,586
    
    
    
    13,336Long-term debt, less current maturities
    
    
    5,586
    
    
    
    5,822Notes
payable to officers and directors, less current maturities
    
    
    1,066
    
    
    
    1,374Other long term liabilities
    
    
    123
    
    
    
    296Liabilities of discontinued operations
    
    
    
    
    
    
    188Total liabilities
    
    
    29,428
    
    
    
    34,666Commitments 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 7,620 outstanding at May 31,
2011 and 9,732 issued and 8,409 outstanding at
February 28, 2011
    
    
    7,293
    
    
    
    7,293Additional paid-in capital
    
    
    175
    
    
    
    175Retained earnings
    
    
    29,726
    
    
    
    28,488Treasury stock, shares at cost;
2,113 at May 31, 2011 and 1,323 at February 28, 2011
    
    
    (10,371
    )
    
    
    (7,152
    )Total shareholders equity
    
    
    26,823
    
    
    
    28,804Total liabilities and shareholders equity
    
    $
    56,251
    
    
    $
    63,470
  4




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##### Table of Contents



Video Display Corporation and Subsidiaries
 
 Condensed Consolidated Income Statements
(in thousands, except per share data)
 Three Months EndedMay 31,2011
    
    
    2010Net sales
    
    $
    17,025
    
    
    $
    14,281Cost of goods sold
    
    
    11,695
    
    
    
    10,263Gross profit
    
    
    5,330
    
    
    
    4,018Operating expensesSelling and delivery
    
    
    1,223
    
    
    
    955General and administrative
    
    
    2,057
    
    
    
    1,7103,280
    
    
    
    2,665Operating profit
    
    
    2,050
    
    
    
    1,353Other income (expense)Interest expense
    
    
    (234
    )
    
    
    (255
    )Other, net
    
    
    (10
    )
    
    
    55(244
    )
    
    
    (200
    )Income from continuing operations before
income taxes
    
    
    1,806
    
    
    
    1,153Income tax expense
    
    
    568
    
    
    
    433Net income from continuing operations
    
    
    1,238
    
    
    
    720Loss from discontinued operations, net of
income tax benefit of $73,000
    
    
    
    
    
    
    (143
    )Net income
    
    $
    1,238
    
    
    $
    577Net income per share:From continuing operations-basic
    
    $
    .16
    
    
    $
    .09From continuing operations-diluted
    
    $
    .16
    
    
    $
    .08From discontinued operations-basic
    
    $
    .00
    
    
    $
    (.02
    )From discontinued operations-diluted
    
    $
    .00
    
    
    $
    (.01
    )Basic weighted average shares outstanding
    
    
    7,609
    
    
    
    8,365Diluted weighted average shares outstanding
    
    
    7,944
    
    
    
    8,700
  5




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##### Table of Contents



Video Display Corporation and Subsidiaries
 
 Condensed Consolidated Statement of Shareholders Equity
Three Months Ended May 31, 2011 (unaudited)
(in thousands)
 AdditionalCommon
    
    
    Share
    
    
    Paid-in
    
    
    Retained
    
    
    TreasuryShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    StockBalance, February 28, 2011
    
    
    8,409
    
    
    $
    7,293
    
    
    $
    175
    
    
    $
    28,488
    
    
    $
    (7,152
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,238
    
    
    
    Receipt of Treasury Stock
    
    
    (800
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,272
    )Stock Awards
    
    
    11
    
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    53Share based compensation
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    Balance, May 31, 2011
    
    
    7,620
    
    
    $
    7,293
    
    
    $
    175
    
    
    $
    29,726
    
    
    $
    (10,371
    )
  6




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##### Table of Contents



Video Display Corporation and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)
 Three Months EndedMay 31,2011
    
    
    2010Operating ActivitiesNet income
    
    $
    1,238
    
    
    $
    577Adjustments to reconcile net income to net cash provided by operating activities:Loss from discontinued operations, net of tax
    
    
    
    
    
    
    143Depreciation and amortization
    
    
    288
    
    
    
    339Provision for doubtful accounts
    
    
    66
    
    
    
    53Provision for inventory reserve
    
    
    364
    
    
    
    377Non-cash charge for share based compensation
    
    
    53
    
    
    
    10Deferred income taxes
    
    
    (18
    )
    
    
    (147
    )Other
    
    
    13
    
    
    
    20Changes in working capital:Accounts receivable
    
    
    849
    
    
    
    3,030Inventories
    
    
    (1,317
    )
    
    
    (414
    )Prepaid expenses and other current assets
    
    
    (63
    )
    
    
    (5
    )Accounts payable and accrued liabilities
    
    
    (335
    )
    
    
    (3,103
    )Cost, estimated earnings and billings, net, on
uncompleted contracts
    
    
    (1,155
    )
    
    
    (671
    )Income taxes refundable/payable
    
    
    520
    
    
    
    372Net cash provided by operating activities
    
    
    503
    
    
    
    581Investing ActivitiesCapital expenditures
    
    
    (148
    )
    
    
    (167
    )Proceeds from sale of Fox International, Ltd.
    
    
    51
    
    
    
    Use of letter of credit/CD
    
    
    1,388
    
    
    
    Net cash provided by (used in) investing activities
    
    
    1,291
    
    
    
    (167
    )Financing ActivitiesProceeds from long-term debt, lines of credit
    
    
    
    
    
    
    4,689Payments on long-term debt, lines of credit
    
    
    (986
    )
    
    
    (4,920
    )Proceeds from notes payable to officers and directors
    
    
    
    
    
    
    350Repayments of notes payable to officers and directors
    
    
    (109
    )
    
    
    (451
    )Net cash (used in) financing activities
    
    
    (1,095
    )
    
    
    (332
    )Discontinued OperationsOperating activities
    
    
    
    
    
    
    450Investing activities
    
    
    
    
    
    
    (55
    )Financing activities
    
    
    
    
    
    
    (46
    )Net cash provided by discontinued operations
    
    
    
    
    
    
    349Net change in cash
    
    
    699
    
    
    
    431Cash, beginning of year
    
    
    1,399
    
    
    
    465Cash, end of period
    
    
    2,098
    
    
    
    896Cash, discontinued operations
    
    
    
    
    
    
    (372
    )Cash, continuing operations
    
    $
    2,098
    
    
    $
    524
  7




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Video Display Corporation and Subsidiaries
May 31, 2011
         8




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Video Display Corporation and Subsidiaries
May 31, 2011
  When to Perform Step 2
of the Goodwill Impairment Test for Reporting Units with Zero or
Negative Carrying Amounts
 Disclosure of Supplementary Pro
Forma Information for Business Combinations.
 Presentation of Comprehensive
Income
 9




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##### Table of Contents



Video Display Corporation and Subsidiaries
May 31, 2011
  
 May 31,
    
    
    February 28,2011
    
    
    2011Raw materials
    
    $
    21,075
    
    
    $
    20,750Work-in-process
    
    
    7,589
    
    
    
    6,997Finished goods
    
    
    8,134
    
    
    
    7,76036,798
    
    
    
    35,507Reserves for obsolescence
    
    
    (5,251
    )
    
    
    (4,914
    )$
    31,547
    
    
    $
    30,593
   May 31,
    
    
    February 28,2011
    
    
    2011Costs incurred to date on uncompleted contracts
    
    $
    6,782
    
    
    $
    5,598Estimated earnings recognized to date on these contracts
    
    
    4,077
    
    
    
    2,94110,859
    
    
    
    8,539Billings to date
    
    
    (8,538
    )
    
    
    (7,373
    )Costs and estimated earnings in excess
of billings, net
    
    $
    2,321
    
    
    $
    1,166Costs and estimated earnings in excess of billings
    
    $
    3,133
    
    
    $
    2,192Billings in excess of costs and estimated earnings
    
    
    (812
    )
    
    
    (1,026
    )$
    2,321
    
    
    $
    1,166
 Revenue Recognition: Construction-Type and Production-Type Contracts
 10




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Video Display Corporation and Subsidiaries
May 31, 2011
      May 31, 2011
    
    
    February 28, 2011Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationCustomer lists
    
    $
    3,611
    
    
    $
    2,613
    
    
    $
    3,611
    
    
    $
    2,583Non-compete
agreements
    
    
    1,245
    
    
    
    1,245
    
    
    
    1,245
    
    
    
    1,245Patents
    
    
    777
    
    
    
    653
    
    
    
    777
    
    
    
    627Other intangibles
    
    
    649
    
    
    
    348
    
    
    
    649
    
    
    
    323$
    6,282
    
    
    $
    4,859
    
    
    $
    6,282
    
    
    $
    4,778
 11




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Video Display Corporation and Subsidiaries
May 31, 2011
   May 31,
    
    
    February 28,2011
    
    
    2011Note payable to RBC Bank and Community &
Southern Bank; interest rate at LIBOR plus
applicable margin as defined per the loan
agreement, minimum 4.00% (2.51% combined rate as
of May 31, 2011); monthly principal payments of
$58 plus accrued interest, payable through
December 2015; collateralized by all assets of
the Company. Amended as of May 26, 2011.
    
    $
    3,208
    
    
    $
    3,383Note payable to RBC Bank and Community &
Southern Bank; interest rate at LIBOR plus
applicable margin as defined per the loan
agreement, minimum 4.00% (2.51% combined rate as
of May 31, 2011); monthly principal payments of
$17 plus accrued interest, payable through
December 2025; collateralized by three
properties of the Company and one property owned
by the Chief Executive Officer. Amended as of
May 26, 2011.
    
    
    2,917
    
    
    
    2,967Mortgage payable to bank; interest rate at
Federal Home Loan Bank Board Index rate plus
1.95% (7.25% as of May 31, 2011); monthly
principal and interest payments of $5 payable
through October 2021; collateralized by land and
building of Aydin Display Systems, Inc.
    
    
    404
    
    
    
    4156,529
    
    
    
    6,765Less current maturities
    
    
    (943
    )
    
    
    (943
    )$
    5,586
    
    
    $
    5,822
    12




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Video Display Corporation and Subsidiaries
May 31, 2011
    Segment Reporting, Segment Reporting:
Disclosure.
   Three MonthsEnded May 31,2011
    
    
    2010Cash paid for:Interest
    
    $
    231
    
    
    $
    310Income taxes, net of refunds
    
    $
    66
    
    
    $
    10Non-cash activity:Receipt of treasury stock in conjunction with
the sale of Fox International, Ltd.
    
    $
    3,272
    
    
    $
    Reduction of notes payable to officers and
directors in conjunction with the sale
of Fox International, Ltd.
    
    $
    199
    
    
    $
    
 13




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Video Display Corporation and Subsidiaries
May 31, 2011
  Earnings Per Share
   WeightedAverage
    
    
    EarningsNet
    
    
    Common Shares
    
    
    PerIncome
    
    
    Outstanding
    
    
    ShareThree months ended May 31, 2011Basic-continuing operations
    
    $
    1,238
    
    
    
    7,609
    
    
    $
    0.16Effect of dilution:Options
    
    
    
    
    
    
    335Diluted
    
    $
    1,238
    
    
    
    7,944
    
    
    $
    0.16Three months ended May 31, 2010Basic-continuing operations
    
    $
    720
    
    
    
    8,365
    
    
    $
    0.09Basic-discontinued operations
    
    
    (143
    )
    
    
    8,365
    
    
    
    (.02
    )Effect of dilution:Options
    
    
    
    
    
    
    335Diluted
    
    $
    577
    
    
    
    8,700
    
    
    $
    0.07
 Stock-Based Compensation Plans
    14




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Video Display Corporation and Subsidiaries
May 31, 2011
 Stock Repurchase Program
           15




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Video Display Corporation and Subsidiaries
May 31, 2011
     May 31, 2010Net sales
    
    $
    6,056Cost of goods sold
    
    
    3,637Gross profit
    
    
    2,419Operating expensesSelling and delivery
    
    
    913General and administrative
    
    
    1,6852,598Operating loss from discontinued operations
    
    
    (179
    )Other income (expense)Interest expense
    
    
    (47
    )Other, net
    
    
    10(37
    )Loss from discontinued operations before income taxes
    
    
    (216
    )Income tax benefit
    
    
    73Loss from discontinued operations
    
    $
    (143
    )
  16




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Video Display Corporation and Subsidiaries
May 31, 2011
 
 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 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
  17




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Video Display Corporation and Subsidiaries
May 31, 2011
  Interest rate exposure
 Liquidity
 Discontinued Operations
  Results of Operations
  Three MonthsEnded May 31,2011
    
    
    2010SalesMonitors
    
    
    90.5
    %
    
    
    89.9
    %Data display CRT
    
    
    9.0
    
    
    
    9.2Entertainment CRT
    
    
    0.3
    
    
    
    0.6Components parts
    
    
    0.2
    
    
    
    0.3Total Company
    
    
    100.0
    %
    
    
    100.0
    %Costs and expensesCost of goods sold
    
    
    68.7
    %
    
    
    71.9
    %Selling and delivery
    
    
    7.2
    
    
    
    6.7General and administrative
    
    
    12.1
    
    
    
    12.088.0
    %
    
    
    90.6
    %Operating profit
    
    
    12.0
    %
    
    
    9.4
    %Interest expense
    
    
    (1.4)
    %
    
    
    (1.8)
    %Other income, net
    
    
    0.0
    
    
    
    0.4Income before income taxes
    
    
    10.6
    %
    
    
    8.0
    %Income tax expense
    
    
    3.3
    
    
    
    3.0Income from continuing operations
    
    
    7.3
    %
    
    
    5.0
    %Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (1.0
    )Net income
    
    
    7.3
    %
    
    
    4.0
    %
 18




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Video Display Corporation and Subsidiaries
May 31, 2011
 Net sales
   Gross margins
   Operating expenses
  19




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Video Display Corporation and Subsidiaries
May 31, 2011
 Interest expense
  Income taxes
  Liquidity and Capital Resources
      20




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Video Display Corporation and Subsidiaries
May 31, 2011
         21




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Video Display Corporation and Subsidiaries
May 31, 2011
 Critical Accounting Estimates
  Reserves on inventories
  Revenue Recognition
  Revenue Recognition: Principal Agent
Considerations
 Revenue Recognition Construction-Type and Production-Type Contracts
 Allowance for doubtful accounts
  22




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Video Display Corporation and Subsidiaries
May 31, 2011
  Warranty reserves
  Other Accounting Policies
  Recent Accounting Pronouncements
 When to Perform Step 2
of the Goodwill Impairment Test for Reporting Units with Zero or
Negative Carrying Amounts
 Disclosure of Supplementary Pro
Forma Information for Business Combinations.
 Presentation of Comprehensive
Income
 23




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Video Display Corporation and Subsidiaries
May 31, 2011
  Forward-Looking Information and Risk Factors
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
  24




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Video Display Corporation and Subsidiaries
May 31, 2011
   Changes in Internal Controls
  25




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Video Display Corporation and Subsidiaries
May 31, 2011
 
 PART II
 
 Item 1.
    
    Legal Proceedings
   
 Item 1A.
    
    Risk FactorsInformation regarding risk factors appears under the caption Forward-Looking
Statements 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, 2011.
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 ProceedsNone.
 
 Item 3.
    
    Defaults upon Senior SecuritiesNone.
 
 Item 4.
    
    Submission of Matters to a Vote of Security HoldersNone.
 
 Item 5.
    
    Other informationNone.
 26




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Video Display Corporation and Subsidiaries
May 31, 2011
 
 Item 6. 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)
    
    Purchase Agreement dated March 1, 2011 by and between the Company and
FI Acquisition with respect to the sale of the Companys Fox
International subsidiary. (incorporated by reference to Exhibit 10(d)
to the Companys 2011 Annual Report on Form 10-K)10(e)
    
    Amendment to Loan and Security Agreement dated May 26, 2011
(incorporated by reference to Exhibit 10(e) to the Companys 2011
Annual Report on Form 10-K)10(h)
    
    Loan and Security Agreement and related documents, dated December 23,
2010, among Video Display Corporation and Subsidiaries and RBC Bank and
Community and Southern Bank as lenders and RBC Bank as administrative
agent (incorporated by reference to Exhibit 10(h) to the Companys
Report on Form 8-K dated December 30, 2010).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)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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##### Table of Contents



SIGNATURES
  VIDEO DISPLAY CORPORATIONJuly 15, 2011
    By:
    /s/ Ronald D. OrdwayRonald D. OrdwayChief Executive OfficerJuly 15, 2011
    By:
    /s/ Gregory L. OsbornGregory L. OsbornChief Financial Officer 28