##### 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, 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)
 þ o
  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 StatementsCondensed Consolidated Balance Sheets 
November 30, 2010 (unaudited) and February 28, 2010
    
    
    3Condensed Consolidated Statements of Operations 
Three months and nine months ended November 30, 2010 and 2009
(unaudited)
    
    
    5Condensed Consolidated Statement of Shareholders Equity 
Nine months ended November 30, 2010 (unaudited)
    
    
    6Condensed Consolidated Statements of Cash Flows 
Nine months ended November 30, 2010 and 2009 (unaudited)
    
    
    7Notes to Condensed Consolidated Financial Statements 
November 30, 2010 (unaudited)
    
    
    9Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    29Item 1A. Risk Factors
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3. Defaults upon Senior Securities
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    29Item 5. Other Information
    
    
    29Item 6. Exhibits
    
    
    30SIGNATURES
    
    
    3131.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200232    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002EX-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)
 November 30,
    
    
    February 28,2010
    
    
    2010(unaudited)AssetsCurrent assetsCash
    
    $
    2,012
    
    
    $
    465Accounts receivable, less allowance for
doubtful accounts of $206 and $160
    
    
    9,575
    
    
    
    11,673Inventories, net
    
    
    35,919
    
    
    
    37,997Cost and estimated earnings in excess of
billings on uncompleted contracts
    
    
    2,775
    
    
    
    4,089Deferred income taxes
    
    
    2,961
    
    
    
    2,879Income taxes refundable
    
    
    415
    
    
    
    162Outside investments
    
    
    60
    
    
    
    78Prepaid expenses and other
    
    
    652
    
    
    
    520Total current assets
    
    
    54,369
    
    
    
    57,863Property, plant, and equipment:Land
    
    
    585
    
    
    
    585Buildings
    
    
    8,351
    
    
    
    8,292Machinery and equipment
    
    
    22,669
    
    
    
    22,17431,605
    
    
    
    31,051Accumulated depreciation and amortization
    
    
    (26,245
    )
    
    
    (25,322
    )Net property, plant, and equipment
    
    
    5,360
    
    
    
    5,729Goodwill
    
    
    1,376
    
    
    
    1,376Intangible assets, net
    
    
    1,585
    
    
    
    1,843Deferred income taxes
    
    
    756
    
    
    
    760Other assets
    
    
    28
    
    
    
    32Total assets
    
    $
    63,474
    
    
    $
    67,603
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Video Display Corporation and Subsidiaries

Condensed Consolidated Balance Sheets (continued)

(in thousands)
 November 30,
    
    
    February 28,2010
    
    
    2010(unaudited)Liabilities and Shareholders EquityCurrent liabilitiesAccounts payable
    
    $
    4,525
    
    
    $
    9,232Accrued liabilities
    
    
    4,917
    
    
    
    4,475Billings in excess of cost and estimated earnings
on uncompleted contracts
    
    
    1,358
    
    
    
    880Current maturities of notes payable to officers and
directors
    
    
    678
    
    
    
    511Line of credit
    
    
    19,558
    
    
    
    20,143Current maturities of long-term debt
and financing lease obligations
    
    
    936
    
    
    
    825Total current liabilities
    
    
    31,972
    
    
    
    36,066Long-term debt, less current maturities
    
    
    383
    
    
    
    957Financing lease obligations, less current maturities
    
    
    231
    
    
    
    221Notes payable to officers and directors,
less current maturities
    
    
    1,473
    
    
    
    2,447Other long term liabilities
    
    
    296
    
    
    
    415Total liabilities
    
    
    34,355
    
    
    
    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 8,387 outstanding at November 30,
2010 and 9,732 issued and 8,365 outstanding at
February 28, 2010
    
    
    7,293
    
    
    
    7,293Additional paid-in capital
    
    
    193
    
    
    
    193Retained earnings
    
    
    28,903
    
    
    
    27,401Treasury stock, 1,346 shares at cost at November 30,
2010 and
and 1,368 shares at cost at February 28, 2010
    
    
    (7,270
    )
    
    
    (7,390
    )Total shareholders equity
    
    
    29,119
    
    
    
    27,497Total liabilities and shareholders equity
    
    $
    63,474
    
    
    $
    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
    
    
    Nine Months EndedNovember 30,
    
    
    November 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    16,922
    
    
    $
    17,513
    
    
    $
    59,373
    
    
    $
    50,704Cost of goods sold
    
    
    12,009
    
    
    
    12,328
    
    
    
    40,613
    
    
    
    33,713Gross profit
    
    
    4,913
    
    
    
    5,185
    
    
    
    18,760
    
    
    
    16,991Operating expensesSelling and delivery
    
    
    1,868
    
    
    
    1,711
    
    
    
    5,690
    
    
    
    5,234General and administrative
    
    
    3,435
    
    
    
    3,202
    
    
    
    10,185
    
    
    
    11,0845,303
    
    
    
    4,913
    
    
    
    15,875
    
    
    
    16,318Operating profit (loss)
    
    
    (390
    )
    
    
    272
    
    
    
    2,885
    
    
    
    673Other income (expense)Interest expense
    
    
    (243
    )
    
    
    (308
    )
    
    
    (832
    )
    
    
    (811
    )Other, net
    
    
    62
    
    
    
    80
    
    
    
    251
    
    
    
    413(181
    )
    
    
    (228
    )
    
    
    (581
    )
    
    
    (398
    )Income (loss) before income taxExpense
    
    
    (571
    )
    
    
    44
    
    
    
    2,304
    
    
    
    275Income tax expense (benefit)
    
    
    (152
    )
    
    
    (26
    )
    
    
    802
    
    
    
    27Net income (loss)
    
    $
    (419
    )
    
    $
    70
    
    
    $
    1,502
    
    
    $
    248Net income (loss) per share  basic
    
    $
    (.05
    )
    
    $
    .01
    
    
    $
    .18
    
    
    $
    .03Net income (loss) per share  diluted
    
    $
    (.05
    )
    
    $
    .01
    
    
    $
    .17
    
    
    $
    .03Average shares outstanding  basic
    
    
    8,365
    
    
    
    8,372
    
    
    
    8,365
    
    
    
    8,445Average shares outstanding  diluted
    
    
    8,700
    
    
    
    8,706
    
    
    
    8,693
    
    
    
    8,756
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Video Display Corporation and Subsidiaries
 
 Condensed Consolidated Statement of Shareholders Equity
Nine Months Ended November 30, 2010 (unaudited)
(in thousands)
 Common
    
    
    Share
    
    
    Additional
Paid-in
    
    
    Retained
    
    
    TreasuryShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    StockBalance, February 28, 2010
    
    
    8,365
    
    
    $
    7,293
    
    
    $
    193
    
    
    $
    27,401
    
    
    $
    (7,390
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,502
    
    
    
    Stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock awards
    
    
    22
    
    
    
    
    
    
    
    (28
    )
    
    
    
    
    
    
    120Share based compensation
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    Balance, November 30, 2010
    
    
    8,387
    
    
    $
    7,293
    
    
    $
    193
    
    
    $
    28,903
    
    
    $
    (7,270
    )
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Video Display Corporation and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)
 Nine Months EndedNovember 30,2010
    
    
    2009Operating ActivitiesNet income
    
    $
    1,502
    
    
    $
    248Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    1,198
    
    
    
    1,720Provision for doubtful accounts
    
    
    161
    
    
    
    157Provision for inventory reserve
    
    
    1,227
    
    
    
    1,236Non-cash charge for share based compensation
    
    
    120
    
    
    
    18Deferred income taxes
    
    
    (78
    )
    
    
    (654
    )Net unrealized loss on equity securities
    
    
    18
    
    
    
    Changes in other assets and liabilities
    
    
    (119
    )
    
    
    4Gain on sale of equipment
    
    
    (13
    )
    
    
    Changes in working capital, net of effects
from acquisitions:Accounts receivable
    
    
    1,937
    
    
    
    1,208Inventories
    
    
    852
    
    
    
    (3,086
    )Prepaid expenses and other current assets
    
    
    (132
    )
    
    
    112Accounts payable and accrued liabilities
    
    
    (4,265
    )
    
    
    772Cost, estimated earnings and billings, net, on
uncompleted contracts
    
    
    1,792
    
    
    
    (2,537
    )Income taxes refundable/payable
    
    
    (253
    )
    
    
    1,524Net cash provided by operating activities
    
    
    3,947
    
    
    
    722Investing ActivitiesCapital expenditures
    
    
    (456
    )
    
    
    (227
    )Net investments in equity securities
    
    
    
    
    
    
    255Proceeds on sale of equipment
    
    
    101
    
    
    
    License Agreement
    
    
    
    
    
    
    (500
    )Net cash used in investing activities
    
    
    (355
    )
    
    
    (472
    )
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Video Display Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
 Nine Months EndedNovember 30,2010
    
    
    2009Financing ActivitiesProceeds from long-term debt, lines of credit
and financing lease obligations
    
    
    12,794
    
    
    
    10,388Payments on long-term debt, lines of credit
and financing lease obligations
    
    
    (14,031
    )
    
    
    (10,785
    )Proceeds from notes payable to officers and directors
    
    
    650
    
    
    
    916Repayments of notes payable to officers and directors
    
    
    (1,458
    )
    
    
    (367
    )Purchases and re-issues of treasury stock
    
    
    
    
    
    
    (344
    )Net cash used in financing activities
    
    
    (2,045
    )
    
    
    (192
    )Net increase in cash
    
    
    1,547
    
    
    
    58Cash, beginning of period
    
    
    465
    
    
    
    662Cash, end of period
    
    $
    2,012
    
    
    $
    720
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Video Display Corporation and Subsidiaries
November 30, 2010
        The FASB Accounting
Standards Codification
 9




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Video Display Corporation and Subsidiaries
November 30, 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
November 30, 2010
    November 30,
    
    
    February 28,2010
    
    
    2010Raw materials
    
    $
    20,656
    
    
    $
    20,464Work-in-process
    
    
    7,746
    
    
    
    8,396Finished goods
    
    
    12,937
    
    
    
    13,78941,339
    
    
    
    42,649Reserves for obsolescence
    
    
    (5,420
    )
    
    
    (4,652
    )$
    35,919
    
    
    $
    37,997
   November 30,
    
    
    February 28,2010
    
    
    2010Costs incurred to date on uncompleted contracts
    
    $
    7,162
    
    
    $
    5,476Estimated earnings recognized to date on these contracts
    
    
    2,653
    
    
    
    2,9349,815
    
    
    
    8,410Billings to date
    
    
    (8,398
    )
    
    
    (5,201
    )Costs and estimated earnings in excess
of billings, net
    
    $
    1,417
    
    
    $
    3,209Costs and estimated earnings in excess of billings
    
    $
    2,775
    
    
    $
    4,089Billings in excess of costs and estimated earnings
    
    
    (1,358
    )
    
    
    (880
    )$
    1,417
    
    
    $
    3,209
 Revenue Recognition: Construction-Type and Production-Type Contracts
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Video Display Corporation and Subsidiaries
November 30, 2010
       November 30, 2010
    
    
    February 28, 2010Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationCustomer lists
    
    $
    3,611
    
    
    $
    2,554
    
    
    $
    3,611
    
    
    $
    2,466Non-compete agreements
    
    
    1,245
    
    
    
    1,245
    
    
    
    1,245
    
    
    
    1,234Patents
    
    
    777
    
    
    
    600
    
    
    
    777
    
    
    
    516Other intangibles
    
    
    649
    
    
    
    298
    
    
    
    649
    
    
    
    223$
    6,282
    
    
    $
    4,697
    
    
    $
    6,282
    
    
    $
    4,439
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Video Display Corporation and Subsidiaries
November 30, 2010
   November 30,
    
    
    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 November 30, 2010);
monthly principal payments of $50 plus
accrued interest, payable through July
2011; collateralized by all assets of the
Company. Refinanced as of December 23, 2010
(see Note 8)
    
    $
    678
    
    
    $
    1,128Mortgage payable to bank; interest rate at Federal Home Loan Bank Board Index rate
plus 1.95% (7.25% as of November 30, 2010);
monthly principal and interest payments of
$5 payable through October 2021;
collateralized by land and building of
Teltron Technologies, Inc
    
    
    426
    
    
    
    4541,104
    
    
    
    1,582Financing lease obligations
    
    
    446
    
    
    
    4211,550
    
    
    
    2,003Less current maturities
    
    
    (936
    )
    
    
    (825
    )$
    614
    
    
    $
    1,178
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Video Display Corporation and Subsidiaries
November 30, 2010
   Three Months
    
    
    Nine MonthsEnded November 30,
    
    
    Ended November 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net SalesDisplay Segment
    
    $
    13,121
    
    
    $
    12,552
    
    
    $
    44,528
    
    
    $
    35,989Wholesale Distribution Segment
    
    
    3,801
    
    
    
    4,961
    
    
    
    14,845
    
    
    
    14,715$
    16,922
    
    
    $
    17,513
    
    
    $
    59,373
    
    
    $
    50,704Operating profitDisplay Segment
    
    $
    445
    
    
    $
    174
    
    
    $
    3,708
    
    
    $
    509Wholesale Distribution Segment
    
    
    (835
    )
    
    
    98
    
    
    
    (823
    )
    
    
    164Income (loss)from Operations
    
    
    (390
    )
    
    
    272
    
    
    
    2,885
    
    
    
    673Interest expense
    
    
    (243
    )
    
    
    (308
    )
    
    
    (832
    )
    
    
    (811
    )Other income, net
    
    
    62
    
    
    
    80
    
    
    
    251
    
    
    
    413Income (loss)before income taxes
    
    $
    (571
    )
    
    $
    44
    
    
    $
    2,304
    
    
    $
    275
   Nine MonthsEnded November 30,2010
    
    
    2009Cash Paid for:Interest
    
    $
    860
    
    
    $
    780Income taxes, net of refunds
    
    $
    1,133
    
    
    $
    (843
    )Noncash
Investing and Financing Transactions:Capital
lease obligation
    
    $
    199
    
    
    $
    86
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Video Display Corporation and Subsidiaries
November 30, 2010
  Earnings Per Share
   AverageNet Income
    
    
    Shares
    
    
    Net Income(loss)
    
    
    Outstanding
    
    
    Per ShareThree months ended November 30, 2010Basic
    
    $
    (419
    )
    
    
    8,365
    
    
    $
    (.05
    )Effect of dilution:Options
    
    
    
    
    
    
    335Diluted
    
    $
    (419
    )
    
    
    8,700
    
    
    $
    (.05
    )Three months ended November 30, 2009Basic
    
    $
    70
    
    
    
    8,372
    
    
    $
    0.01Effect of dilution:Options
    
    
    
    
    
    
    334Diluted
    
    $
    70
    
    
    
    8,706
    
    
    $
    0.01Nine months ended November 30, 2010Basic
    
    $
    1,502
    
    
    
    8,365
    
    
    $
    0.18Effect of dilution:Options
    
    
    
    
    
    
    328Diluted
    
    $
    1,502
    
    
    
    8,693
    
    
    $
    0.17Nine months ended November 30, 2009Basic
    
    $
    248
    
    
    
    8,445
    
    
    $
    0.03Effect of dilution:Options
    
    
    
    
    
    
    311Diluted
    
    $
    248
    
    
    
    8,756
    
    
    $
    0.03
 Stock-Based Compensation Plans
  15




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Video Display Corporation and Subsidiaries
November 30, 2010
     Stock Repurchase Program
      16




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Video Display Corporation and Subsidiaries
November 30, 2010
        17




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Video Display Corporation and Subsidiaries
November 30, 2010
  November 30,2010(unaudited)AssetsCurrent assets
    
    
    6,133Net Property, plant, and equipment
    
    
    1,222Other assets
    
    
    23LiabilitiesCurrent Liabilities
    
    
    7,693Long-term Liabilities
    
    
    231
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Video Display Corporation and Subsidiaries
November 30, 2010
 
 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
  19




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Video Display Corporation and Subsidiaries
November 30, 2010
  Interest rate exposure
 Liquidity
 Government
Contracts
 20




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Video Display Corporation and Subsidiaries
November 30, 2010
 Results of Operations
  Three Months
    
    
    Nine MonthsEnded November 30,
    
    
    Ended November 30,2010
    
    
    2009
    
    
    2010
    
    
    2009SalesDisplay SegmentMonitors
    
    
    67.8
    %
    
    
    62.2
    %
    
    
    65.8
    %
    
    
    58.7
    %Data Display CRTs
    
    
    8.6
    
    
    
    8.6
    
    
    
    8.5
    
    
    
    11.1Entertainment CRTs
    
    
    0.6
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.9Components Parts
    
    
    0.5
    
    
    
    0.4
    
    
    
    0.2
    
    
    
    0.3Total Display Segment
    
    
    77.5
    %
    
    
    71.7
    %
    
    
    75.0
    %
    
    
    71.0
    %Wholesale Distribution Segment
    
    
    22.5
    
    
    
    28.3
    
    
    
    25.0
    
    
    
    29.0100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Costs and expensesCost of goods sold
    
    
    71.0
    %
    
    
    70.4
    %
    
    
    68.4
    %
    
    
    66.5
    %Selling and delivery
    
    
    11.0
    
    
    
    9.7
    
    
    
    9.6
    
    
    
    10.3General and administrative
    
    
    20.3
    
    
    
    18.3
    
    
    
    17.2
    
    
    
    21.9102.3
    %
    
    
    98.4
    %
    
    
    95.2
    %
    
    
    98.7
    %Income (loss)from operations
    
    
    (2.3)
    %
    
    
    1.6
    %
    
    
    4.8
    %
    
    
    1.3
    %Interest expense
    
    
    (1.4)
    %
    
    
    (1.8)
    %
    
    
    (1.4)
    %
    
    
    (1.6)
    %Other income, net
    
    
    0.3
    
    
    
    0.5
    
    
    
    0.4
    
    
    
    0.8Income (loss)before income taxes
    
    
    (3.4)
    %
    
    
    0.3
    %
    
    
    3.8
    %
    
    
    0.5
    %(Provision) benefit for income taxes
    
    
    (0.9
    )
    
    
    (0.1
    )
    
    
    1.3
    
    
    
    0.0Net income (loss)
    
    
    (2.5)
    %
    
    
    0.4
    %
    
    
    2.5
    %
    
    
    0.5
    %
 Net sales
   21




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Video Display Corporation and Subsidiaries
November 30, 2010
  Gross margins
    Operating expenses
   22




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Video Display Corporation and Subsidiaries
November 30, 2010
  Interest expense
  Income taxes
  Liquidity and Capital Resources
      23




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Video Display Corporation and Subsidiaries
November 30, 2010
      Critical Accounting Estimates
  Reserves on inventories
  24




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 2010
  Revenue Recognition
  Revenue Recognition: Principal Agent
Considerations
 Revenue Recognition Construction-Type and Production-Type Contracts
 Revenue Recognition: Principal Agent Considerations
 Allowance for doubtful accounts
  Warranty reserves
  25




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 2010
 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
 Subsequent Events
 26




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 2010
 Forward-Looking Information and Risk Factors
  27




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 2010
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
   Changes in Internal Controls
  28




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 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
  29




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##### Table of Contents



Video Display Corporation and Subsidiaries
November 30, 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(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.
 30




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##### Table of Contents



SIGNATURES
  VIDEO DISPLAY CORPORATIONJanuary 14, 2011
    By:
    /s/ Ronald D. OrdwayRonald D. OrdwayChief Executive OfficerJanuary 14, 2011
    By:
    /s/ Gregory L. OsbornGregory L. OsbornChief Financial Officer 31