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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934

|For Quarter EndedAugust 31, 2003 |  | Commission File Number 0-13394
|-------------------------------- |  | ------------------------------

VIDEO DISPLAY CORPORATION(Exact name of registrant as specified on its charter)

|Georgia(State or other jurisdiction of
incorporation or organization) |  | 58-1217564(I.R.S.Employer Identification No.)
|--------------------------------------------------------------------- |  | ---------------------------------------------

1868 Tucker Industrial Drive, Tucker, Georgia 30084(Address of principal executive offices)

Registrant's
telephone number including area code:770-938-2080

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Yes ý    No o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date:

|Class                      |  | Outstanding at October 14, 2003
|-------------------------- |  | -------------------------------
|Common Stock, No Par Value |  | 4,498,000                      

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Video Display Corporation and Subsidiaries  Index

|                                                                                   |         |                                                                                                                                                                                |  | Page 
|---------------------------------------------------------------------------------- | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----
|PART I.    FINANCIAL INFORMATION                                                   |         |                                                                                                                                                                               
|                                                                                   | Item 1. | Financial Statements                                                                                                                                                           |  |      
|                                                                                   |         | Consolidated balance sheets
August 31, 2003 (unaudited) and February 28, 2003 (audited)                                                                                       |  | 3    
|                                                                                   |         | Consolidated statements of income
Three and six months ended August 31, 2003 and 2002 (unaudited)                                                                             |  | 4    
|                                                                                   |         | Consolidated statements of shareholders' equity and comprehensive income
Twelve months ended February 28, 2003 (audited) and the six months ended August 31, 2003 (unaudited) |  | 5    
|                                                                                   |         | Consolidated statements of cash flows
Six months ended August 31, 2003 and 2002 (unaudited)                                                                                   |  | 6    
|                                                                                   |         | Notes to consolidated financial statements
August 31, 2003 (unaudited)                                                                                                        |  | 7-12 
|                                                                                   | Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                                                          |  | 13-17
|                                                                                   | Item 3. | Quantitative and Qualitative Disclosure About Market Risk                                                                                                                      |  | 18   
|                                                                                   | Item 4. | Controls and Procedures                                                                                                                                                        |  | 18   
|PART II.    OTHER INFORMATION                                                      |         |                                                                                                                                                                               
|                                                                                   | Item 1. | Legal Proceedings                                                                                                                                                              |  | 19   
|                                                                                   | Item 2. | Changes in Securities and Use of Proceeds                                                                                                                                      |  | 19   
|                                                                                   | Item 3. | Defaults upon Senior Securities                                                                                                                                                |  | 19   
|                                                                                   | Item 4. | Submission of Matters to a Vote of Security Holders                                                                                                                            |  | 19   
|                                                                                   | Item 5. | Other Information                                                                                                                                                              |  | 19   
|                                                                                   | Item 6. | Exhibits and Reports on Form 8-K                                                                                                                                               |  | 19   
|SIGNATURES                                                                         |         | 20                                                                                                                                                                            
|EXHIBIT 31CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 |         | 21-22                                                                                                                                                                         
|EXHIBIT 32CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |         | 23                                                                                                                                                                            

2

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Video Display Corporation and Subsidiaries
Consolidated Balance Sheets

|                                                                                            |                                                                                                         | August 31,
2003 |            | February 28,
2003 |  
|------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | --------------- | ---------- | ----------------- | -
|
|Assets                                                                                      |                                                                                                         |                 |            |                   |  
|Current Assets                                                                              |                                                                                                         |                 |            |                   |  
|                                                                                            | Cash and cash equivalents                                                                               |                 | $          | 1,189,000         |  
|                                                                                            | Accounts receivable, less allowance for possible losses of $293,000 and $502,000                        |                 |            | 9,895,000         |  
|                                                                                            | Inventories (Notes C and F)                                                                             |                 |            | 28,205,000        |  
|                                                                                            | Prepaid expenses and other                                                                              |                 |            | 3,746,000         |  
|                                                                                            |                                                                                                         |                 |            |                   |  
|Total current assets                                                                        |                                                                                                         |                 | 43,035,000 |                   |  
|                                                                                            |                                                                                                         |                 |            |                   |  
|Property, plant and equipment:                                                              |                                                                                                         |                 |            |                   |  
|                                                                                            | Land                                                                                                    |                 |            | 540,000           |  
|                                                                                            | Buildings                                                                                               |                 |            | 7,011,000         |  
|                                                                                            | Machinery and equipment                                                                                 |                 |            | 18,172,000        |  
|                                                                                            |                                                                                                         |                 |            |                   |  
|                                                                                            |                                                                                                         |                 | 25,723,000 |                   |  
|                                                                                            | Accumulated depreciation and amortization                                                               |                 |            | (17,799,000       | )
|                                                                                            |                                                                                                         |                 |            |                   |  
|Net property, plant, and equipment                                                          |                                                                                                         |                 | 7,924,000  |                   |  
|                                                                                            |                                                                                                         |                 |            |                   |  
|Other assets                                                                                |                                                                                                         |                 | 2,453,000  |                   |  
|                                                                                            |                                                                                                         |                 |            |                   |  
|Total assets                                                                                |                                                                                                         | $               | 53,412,000 |                   | $
|                                                                                            |                                                                                                         |                 |            |                   |  
|Liabilities and Shareholders' Equity                                                        |                                                                                                         |                 |            |                   |  
|Current liabilities                                                                         |                                                                                                         |                 |            |                   |  
|                                                                                            | Accounts payable                                                                                        |                 | $          | 3,417,000         |  
|                                                                                            | Accrued liabilities                                                                                     |                 |            | 4,359,000         |  
|                                                                                            | Line of credit (Note E)                                                                                 |                 |            | 5,457,000         |  
|                                                                                            | Notes payable to shareholders                                                                           |                 |            | 37,000            |  
|                                                                                            | Current maturities of long-term debt (Note D)                                                           |                 |            | 2,697,000         |  
|                                                                                            |                                                                                                         |                 |            |                   |  
|Total current liabilities                                                                   |                                                                                                         |                 | 15,967,000 |                   |  
|Convertible subordinated debentures                                                         |                                                                                                         |                 | 1,000,000  |                   |  
|Long-term debt, less current maturities (Note D)                                            |                                                                                                         |                 | 4,084,000  |                   |  
|Notes payable to shareholders, less current maturities                                      |                                                                                                         |                 | 8,502,000  |                   |  
|Deferred income taxes                                                                       |                                                                                                         |                 | 554,000    |                   |  
|Other                                                                                       |                                                                                                         |                 | 124,000    |                   |  
|                                                                                            |                                                                                                         |                 |            |                   |  
|Total liabilities                                                                           |                                                                                                         |                 | 30,231,000 |                   |  
|                                                                                            |                                                                                                         |                 |            |                   |  
|Redeemable common stock; 15,000 shares issued and outstanding at February 28, 2003 (Note F) |                                                                                                         |                 |           |                   |  
|Commitments                                                                                 |                                                                                                         |                 |           |                   |  
|Shareholders' Equity (Note G)                                                               |                                                                                                         |                 |            |                   |  
|                                                                                            | Preferred stock, no par value2,000,000 shares authorized; none issued and outstanding                  |                 |            |                  |  
|                                                                                            | Common stock, no par value10,000,000 shares authorized; 4,586,000 and 4,700,000 issued and outstanding |                 |            | 5,213,000         |  
|Additional paid in capital                                                                  |                                                                                                         |                 | 92,000     |                   |  
|Retained earnings                                                                           |                                                                                                         |                 | 18,118,000 |                   |  
|Accumulated other comprehensive loss                                                        |                                                                                                         |                 | (242,000   | )                 |  
|                                                                                            |                                                                                                         |                 |            |                   |  
|Total shareholders' equity                                                                  |                                                                                                         |                 | 23,181,000 |                   |  
|                                                                                            |                                                                                                         |                 |            |                   |  
|Total liabilities and shareholders' equity                                                  |                                                                                                         | $               | 53,412,000 |                   | $
|                                                                                            |                                                                                                         |                 |            |                   |  

The accompanying notes are an integral part of these statements.

3

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Video Display Corporation and Subsidiaries
Consolidated Statements of Income (unaudited)

|                                                    |                            | Three Months Ended
August 31, |            | Six Months Ended
August 31, |  
|--------------------------------------------------- | -------------------------- | ----------------------------- | ---------- | --------------------------- | -
|
|Net sales                                           |                            | $                             | 19,115,000 |                             | $
|Cost of goods sold                                  |                            |                               | 12,485,000 |                             |  
|                                                    |                            |                               |            |                             |  
|                                                    | Gross profit               |                               |            | 6,630,000                   |  
|                                                    |                            |                               |            |                             |  
|Operating expenses                                  |                            |                               |            |                             |  
|                                                    | Selling and delivery       |                               |            | 1,685,000                   |  
|                                                    | General and administrative |                               |            | 3,081,000                   |  
|                                                    |                            |                               |            |                             |  
|                                                    |                            |                               | 4,766,000  |                             |  
|                                                    |                            |                               |            |                             |  
|                                                    | Operating profit           |                               |            | 1,864,000                   |  
|                                                    |                            |                               |            |                             |  
|Other income (expense)                              |                            |                               |            |                             |  
|                                                    | Interest expense           |                               |            | (322,000                    | )
|                                                    | Other, net                 |                               |            | 74,000                      |  
|                                                    |                            |                               |            |                             |  
|                                                    |                            |                               | (248,000   | )                           |  
|                                                    |                            |                               |            |                             |  
|                                                    | Income before income taxes |                               |            | 1,616,000                   |  
|Income tax expense                                  |                            |                               | 614,000    |                             |  
|                                                    |                            |                               |            |                             |  
|Net income                                          |                            | $                             | 1,002,000  |                             | $
|                                                    |                            |                               |            |                             |  
|Basic earnings per share of common stock (Note G)   |                            | $                             | 0.22       |                             | $
|                                                    |                            |                               |            |                             |  
|Diluted earnings per share of common stock (Note G) |                            | $                             | 0.21       |                             | $
|                                                    |                            |                               |            |                             |  
|Basic weighted average shares outstanding           |                            |                               | 4,579,000  |                             |  
|                                                    |                            |                               |            |                             |  
|Diluted weighted average shares outstanding         |                            |                               | 4,922,000  |                             |  
|                                                    |                            |                               |            |                             |  

The
accompanying notes are an integral part of these statements.

4

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Video Display Corporation and Subsidiaries
Consolidated Statements of Shareholders' Equity and Comprehensive Income
for the Twelve Months Ended February 28, 2003 (audited) and
the Six Months Ended August 31, 2003 (unaudited)

|                             |                                                                                                                   | Common
Stock               |           | Additional
Paid In
Capital |   | Accumulated
Other
Comprehensive
Income |   | Retained
Earnings |            | Current
Period
Comprehensive
Income |  
|---------------------------- | ----------------------------------------------------------------------------------------------------------------- | -------------------------- | --------- | -------------------------- | - | -------------------------------------- | - | ----------------- | ---------- | ----------------------------------- | -
|Balance at February 28, 2002 |                                                                                                                   | $                          | 5,325,000 |                            | $ | 92,000                                 |   | $                 | (1,393,000 | )                                   | $
|                             | Net loss for the year                                                                                             |                            |           |                           |   |                                        |  |                   |            |                                    |  
|                             | Unrealized loss on marketable equity securities                                                                   |                            |           |                           |   |                                        |  |                   |            | (4,000                              | )
|                             | Foreign currency translation adjustment                                                                           |                            |           |                           |   |                                        |  |                   |            | (132,000                            | )
|                             | Foreign currency translation adjustment recognized in operations resulting from liquidation of foreign subsidiary |                            |           |                           |   |                                        |  |                   |            | 1,296,000                           |  
|                             |                                                                                                                   |                            |           |                            |   |                                        |   |                   |            |                                     |  
|                             |                                                                                                                   | Total comprehensive loss   |           |                            |   |                                        |   |                   |            |                                     |  
|                             |                                                                                                                   |                            |           |                            |   |                                        |   |                   |            |                                     |  
|                             | Issuance of common stock under stock option plan                                                                  |                            |           | 37,000                     |   |                                        |  |                   |            |                                    |  
|                             | Repurchase of common stock                                                                                        |                            |           | (69,000                    | ) |                                        |  |                   |            |                                    |  
|                             |                                                                                                                   |                            |           |                            |   |                                        |   |                   |            |                                     |  
|Balance at February 28, 2003 |                                                                                                                   |                            | 5,293,000 |                            |   | 92,000                                 |   |                   | (233,000   | )                                   |  
|                             | Net income for the period                                                                                         |                            |           |                           |   |                                        |  |                   |            |                                    |  
|                             | Unrealized gains on marketable equity securities                                                                  |                            |           |                           |   |                                        |  |                   |            | 13,000                              |  
|                             | Foreign currency translation adjustment                                                                           |                            |           |                           |   |                                        |  |                   |            | (22,000                             | )
|                             |                                                                                                                   |                            |           |                            |   |                                        |   |                   |            |                                     |  
|                             |                                                                                                                   | Total comprehensive income |           |                            |   |                                        |   |                   |            |                                     |  
|                             |                                                                                                                   |                            |           |                            |   |                                        |   |                   |            |                                     |  
|                             | Issuance of common stock under stock option plan                                                                  |                            |           | 13,000                     |   |                                        |  |                   |            |                                    |  
|                             | Reissuance of common stock                                                                                        |                            |           | 51,000                     |   |                                        |  |                   |            |                                    |  
|                             | Repurchase of common stock                                                                                        |                            |           | (144,000                   | ) |                                        |  |                   |            |                                    |  
|                             |                                                                                                                   |                            |           |                            |   |                                        |   |                   |            |                                     |  
|Balance at August 31, 2003   |                                                                                                                   | $                          | 5,213,000 |                            | $ | 92,000                                 |   | $                 | (242,000   | )                                   | $
|                             |                                                                                                                   |                            |           |                            |   |                                        |   |                   |            |                                     |  

The accompanying notes are an integral part of these statements.

5

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Video Display Corporation and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)

|                                                                        |  | Six Months Ended
August 31, |            
|----------------------------------------------------------------------- |  | --------------------------- | -----------
|
|Operating Activities                                                    |  |                             |            
|Net income                                                              |  | $                           | 1,783,000  
|Adjustments to reconcile net income to net cash provided by operations: |  |                             |            
|Depreciation and amortization                                           |  |                             | 612,000    
|Provision for bad debts                                                 |  |                             | 87,000     
|Changes in working capital:                                             |  |                             |            
|Accounts receivable                                                     |  |                             | 1,139,000  
|Inventories                                                             |  |                             | 616,000    
|Prepaid expenses                                                        |  |                             | 543,000    
|Accounts payable and accrued liabilities                                |  |                             | (110,000   
|                                                                        |  |                             |            
|Net cash provided by operating activities                               |  |                             | 4,670,000  
|                                                                        |  |                             |            
|Investing activities                                                    |  |                             |            
|Capital expenditures                                                    |  |                             | (375,000   
|Other investing activities                                              |  |                             | 47,000     
|                                                                        |  |                             |            
|Net cash used in provided by investing activities                       |  |                             | (328,000   
|                                                                        |  |                             |            
|Financing activities                                                    |  |                             |            
|Proceeds from long-term debt and line of credit                         |  |                             | 9,497,000  
|Payments on long-term debt and lines of credit                          |  |                             | (14,181,000
|Proceeds from exercise of stock options                                 |  |                             | 13,000     
|Purchase of common stock under repurchase program                       |  |                             | (813,000   
|Redemption of redeemable common stock                                   |  |                             | (100,000   
|Proceeds from reissuance of common stock                                |  |                             | 51,000     
|                                                                        |  |                             |            
|Net cash used in financing activities                                   |  |                             | (5,533,000 
|                                                                        |  |                             |            
|Effect of exchange rates on cash                                        |  |                             | (12,000    
|                                                                        |  |                             |            
|Net change in cash                                                      |  |                             | (1,203,000 
|Cash, beginning of period                                               |  |                             | 2,392,000  
|                                                                        |  |                             |            
|Cash, end of period                                                     |  | $                           | 1,189,000  
|                                                                        |  |                             |            

The
accompanying notes are an integral part of these statements.

6

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Video Display Corporation and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)

NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial
information and in accordance with instructions for Form 10-Q as found in Article 10 of Regulation S-X. Accordingly, such consolidated financial statements
do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments necessary
for a fair presentation of the results of operations for the periods covered have been reflected in the statements. The accompanying consolidated financial statements should be read in conjunction
with the audited financial statements and notes thereto for the year ended February 28, 2003 included in the Company's Annual Report on Form 10-K.

The
consolidated financial statements included the accounts of the Company and its majority owned subsidiaries after elimination of all significant intercompany accounts and
transactions. Certain prior period balances have been reclassified to conform to the current period presentation.

Assets
and liabilities of foreign subsidiaries are translated using the exchange rate in effect at the end of the period. Revenues and expenses are translated using the average of the
exchange rates in effect during the period. Translation adjustments and transaction gains and losses related to long-term intercompany transactions are accumulated as a separate component
of shareholders' equity. The Company has a subsidiary in the U.K., which is not material, and uses the British pound as its functional currency.

The
Company reported its Mexican subsidiary on the basis of the functional currency being the U.S. dollar, effective January 1, 1997, as over 90% of the subsidiary's sales and
purchases were with the parent with accounts receivable and accounts payable settled in U.S. dollars. The Mexican operations were substantially shut down in the third quarter of fiscal 2003 and the
cumulative translation losses were recognized as a charge against income in that fiscal year.

NOTE BADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees and Indebtedness of Others". FIN 45 elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under
certain guarantees that it has issued. It also requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the
guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002; while the
provisions of the disclosure requirements are effective for financial statements of interim or annual reports ending after December 15, 2002. The Company adopted the disclosure provisions of
FIN 45 during the fourth quarter of fiscal 2003 and such adoption did not have a material impact on the Company's consolidated financial statements. The recognition provisions of FIN 45 are not
expected to have a material adverse impact on the Company's consolidated results of operations or financial position.

In
January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities". In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors
that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the
entity if the investors do not have the characteristics of a controlling

7

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financial
interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation
requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to other entities in the first fiscal year or interim
period beginning after December 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest
entity was established. Since the Company currently has identified no variable interest entities, management expects that the adoption of the provisions of FIN 46 will not have a material impact on
the Company's consolidated results of operations or financial position.

In
May 2003, the FASB issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
requires three types of freestanding financial instruments to be classified as liabilities in statements of financial position. One type is mandatorily redeemable shares, which the issuing company is
obligated to buy back in exchange for cash or other assets. A second type, which includes put options and forward purchase contracts, involves instruments that do or may require the issuer to buy back
some of its shares in exchange for cash or other assets. The third type of instruments are obligations that can be settled with shares, the monetary value of which is fixed, tied solely or
predominately to a variable such as a market index, or varies inversely with the value of the issuer's shares. The majority of the guidance in SFAS No. 150 is effective for all financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15, 2003. In accordance with SFAS No. 150, the Company adopted this standard on September 1, 2003,
which did not have a material impact on the Company's consolidated financial position and results of operations. During fiscal 2003, the Company issued $100,000 of redeemable common stock in exchange
for inventory. During the first quarter ended May 31, 2003, the stock was redeemed at the option of the holder for $100,000 cash.

There
were no other recently issued accounting pronouncements with delayed effective dates that would currently have a material impact on the Company's consolidated financial position
and results of operations.

NOTE CINVENTORIES

Inventories are stated at the lower of cost (first in, first out) or market.

Inventories
consisted of the following:

August 31,
2003

February 28,
2003Raw materials and work-in-process

$
16,777,000

$
14,947,000Finished goods


14,472,000


16,213,00031,249,000


31,160,000Reserves for obsolescence


(3,044,000
)

(2,339,000
)$
28,205,000

$
28,821,000


8

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NOTE DLONG-TERM DEBT

Long-term debt consisted of the following:

|                                                                                                                                                                                                                                                                                    |  | August 31,
2003 |            | February 28,
2003 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ---------- | ----------------- | -
|Term loan facility, floating interest rate based on an adjusted LIBOR rate (4.00% as of August 31, 2003), quarterly principal payments commenced November 1999 and maturing November 2005; collateralized by assets of
Aydin Display, Inc.                                          |  | $               | 2,500,000  |                   | $
|Term loan facility, interest rate of prime (4.00% as of August 31, 2003) plus 1.75%; monthly principal payments of $57,000 payable through July 2004 with a final balance due July 31, 2004 of $1,441,000; collateralized by inventories and
receivables of Fox International, Inc. |  |                 | 2,066,000  |                   |  
|Note payable to bank; interest rate of prime plus 1.5%; monthly principal payments of $9,000 payable through May 2010; collateralized by assets of XKD Corporation.                                                                                                                 |  |                 | 559,000    |                   |  
|Mortgage payable to bank; interest not to exceed 7.5% and maturing December 2003; collateralized by land and building of Fox International, Inc.                                                                                                                                    |  |                 | 567,000    |                   |  
|Mortgage payable to bank; interest rate of prime plus 0.5%; monthly principal and interest payments of $5,000 payable through October 2021; collateralized by land and building of Teltron Technologies, Inc.                                                                       |  |                 | 581,000    |                   |  
|Other                                                                                                                                                                                                                                                                               |  |                 | 508,000    |                   |  
|                                                                                                                                                                                                                                                                                    |  |                 |            |                   |  
|                                                                                                                                                                                                                                                                                    |  |                 | 6,781,000  |                   |  
|Less current portion                                                                                                                                                                                                                                                                |  |                 | (2,697,000 | )                 |  
|                                                                                                                                                                                                                                                                                    |  |                 |            |                   |  
|                                                                                                                                                                                                                                                                                    |  | $               | 4,084,000  |                   | $
|                                                                                                                                                                                                                                                                                    |  |                 |            |                   |  

NOTE ELINE OF CREDIT

At
August 31, 2003, the Company has a $9,500,000 credit facility with a bank. The interest rate on the line of credit is a floating LIBOR rate (3.6% at August 31, 2003) based on a ratio
of debt to EBITDA, as defined. The weighted average interest rate during the six months ended August 31, 2003 and the year ended February 28, 2003 was 3.75% and 3.4%. The average amount and maximum
amount outstanding were $7,791,000 and $8,801,000, respectively, during the six months ended August 31, 2003, and $9,248,000 and $9,524,000, respectively, during fiscal year 2003. Borrowings
under the line of credit are limited by eligible accounts receivable, inventory and real estate, as defined, and includes a commitment fee of 0.25% for the unused portion. As of August 31, 2003, the
outstanding balance on the line of credit was $5,457,000 and the available amount for borrowing was $4,043,000.

The
line of credit agreement contains affirmative and negative covenants, including requirements related to tangible net worth and debt service coverage. Additionally, dividend payments,
capital expenditures and acquisitions have certain restrictions. Substantially all of the Company's retained earnings are restricted based upon these covenants. As of February 28, 2003, the Company
was not in compliance with the minimum debt service ratio, the senior funded debt to EBITDA ratio (due to the third quarter adjustment and write-off of inventories, equipment and other assets as a
result of the internal reorganization and closure of three facilities) and additional indebtedness. Subsequent to February 28, 2003, the bank waived those covenant violations. As of August 31, 2003
subject to the waivers, the Company is in compliance with its loan covenants.

9

---

The
line of credit expired on July 1, 2003 but was extended until December 1, 2003. The outstanding amount under this line is classified as a current liability in the accompanying
consolidated balance sheets. On September 26, 2003, the Company was informed by its lender that the lenders loan committee had approved the expansion of the credit facility from $9,500,000 to
$12,000,000. In addition
to the $12,000,000 line of credit, the Company's lender has agreed to advance $3,500,000 of short term (180 day) financing to allow the Company to consider methods of acquisition of real estate
currently under lease by the Company. The interest rate to be applied on the new line of credit will be a variable rate based upon a ratio of Senior Funded Debt to EBITDA (Earnings before interest,
taxes, depreciation, and amortization). The initial rate is anticipated to be LIBOR plus 2.0%, but can increase or decrease in a range of 1.75% to 2.50% spread over LIBOR. The new agreement is to be
for two years. Borrowings will be based on eligible accounts receivable and inventory and appraised values of certain equipment and Company owned real property. It is expected that the new line will
be in place by November 15, 2003, pending completion of certain appraisals. The Company is not anticipating any problems closing on the loan.

NOTE FSUPPLEMENTAL CASH FLOW INFORMATION

Six Months EndedAugust 31,
2003

August 31,
2002Cash Paid for:Interest

$
641,000

$
599,000Income taxes, net of refunds

$
382,000

$
377,000Non-cash Transactions:Issuance of redeemable common stock for purchase of inventory

$


$
100,000


NOTE GSHAREHOLDERS' EQUITY

Earnings Per Share

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

10

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The
following table sets forth the computation of basic and diluted earnings per share for the three and six-month periods ended August 31, 2003 and 2002:

|                                 |                  | Net Income |           | Weighted
Average Shares
Outstanding |           | Earnings Per
Share
|-------------------------------- | ---------------- | ---------- | --------- | ----------------------------------- | --------- | ------------------
|Quarter ended August 31, 2003    |                  |            |           |                                     |           |                   
|Basic                            |                  | $          | 1,002,000 |                                     | 4,579,000 |                   
|Effect of dilution:              |                  |            |           |                                     |           |                   
|                                 | Options          |            |           |                                    |           | 97,000            
|                                 | Convertible debt |            |           | 13,000                              |           | 246,000           
|                                 |                  |            |           |                                     |           |                   
|Diluted                          |                  | $          | 1,015,000 |                                     | 4,922,000 |                   
|                                 |                  |            |           |                                     |           |                   
|Quarter ended August 31, 2002    |                  |            |           |                                     |           |                   
|Basic                            |                  | $          | 357,000   |                                     | 4,764,000 |                   
|Effect of dilution:              |                  |            |           |                                     |           |                   
|                                 | Options          |            |           |                                    |           | 95,000            
|                                 | Convertible debt |            |           | 12,000                              |           | 246,000           
|                                 |                  |            |           |                                     |           |                   
|Diluted                          |                  | $          | 369,000   |                                     | 5,105,000 |                   
|                                 |                  |            |           |                                     |           |                   
|Six months ended August 31, 2003 |                  |            |           |                                     |           |                   
|Basic                            |                  | $          | 1,783,000 |                                     | 4,609,000 |                   
|Effect of dilution:              |                  |            |           |                                     |           |                   
|                                 | Options          |            |           |                                    |           | 91,000            
|                                 | Convertible debt |            |           | 27,000                              |           | 246,000           
|                                 |                  |            |           |                                     |           |                   
|Diluted                          |                  | $          | 1,810,000 |                                     | 4,946,000 |                   
|                                 |                  |            |           |                                     |           |                   
|Six months ended August 31, 2002 |                  |            |           |                                     |           |                   
|Basic                            |                  | $          | 696,000   |                                     | 4,760,000 |                   
|Effect of dilution:              |                  |            |           |                                     |           |                   
|                                 | Options          |            |           |                                    |           | 99,000            
|                                 | Convertible debt |            |           | 25,000                              |           | 246,000           
|                                 |                  |            |           |                                     |           |                   
|Diluted                          |                  | $          | 721,000   |                                     | 5,105,000 |                   
|                                 |                  |            |           |                                     |           |                   

Stock-Based Compensation Plans

The Company has an incentive stock option plan whereby total options to purchase 600,000 shares may be granted to key employees at a price not less than fair
market value at the time the options are granted and are exercisable beginning on the first anniversary of the grant date for a period not to exceed ten years. Statement of Financial Accounting
Standards No. 123 encourages, but does not require companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for
stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related Interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee must pay to
acquire the stock. The option price of all the Company's stock options is equal to the market value of the stock at the grant date. The Company granted 6,000 and 11,000 stock options during the
quarters ended August 31, 2003 and 2002, respectively.

11

---

Had
compensation cost been determined based upon the fair value at the grant date for awards under the stock option plan consistent with the methodology prescribed under SFAS No. 123,
the effect on the Company's pro forma net income and net income per share would have been as follows:

|                                                                                        |  | Three Months Ended |           | Six Months Ended |  
|--------------------------------------------------------------------------------------- |  | ------------------ | --------- | ---------------- | -
|
|Net income, as reported                                                                 |  | $                  | 1,002,000 |                  | $
|Stock-based employee compensation expense, as reported                                  |  |                    |          |                  |  
|Stock-based employee compensation expense determined under fair value basis, net of tax |  |                    | (15,000   | )                |  
|                                                                                        |  |                    |           |                  |  
|Pro forma net income                                                                    |  | $                  | 987,000   |                  |  
|                                                                                        |  |                    |           |                  |  
|Net (loss) earnings per share:                                                          |  |                    |           |                  |  
|Basicas reported                                                                       |  | $                  | 0.22      |                  | $
|Basicpro forma                                                                         |  | $                  | 0.22      |                  | $
|Dilutedas reported                                                                     |  | $                  | 0.21      |                  | $
|Dilutedpro forma                                                                       |  | $                  | 0.20      |                  | $

The
fair value of stock options used to compute proforma net income applicable to common shareholders and earnings per share disclosures is the estimated present value at grant date
using the Black Scholes option pricing model with the following weighted average assumptions for the three and six months ended August 31, 2003 and 2002, respectively: expected volatility of
75% and 60%; a risk free interest rate of 3.5% and 4.5%; expected lives of 3.0 and 3.5 years; and a dividend yield of 0% for both periods.

Stock Repurchase Program

The Company has a stock repurchase program, pursuant to which it is authorized to repurchase up to 588,000 shares of the Company's common stock in the open
market. As part of this program, the Company repurchased 125,000 and 7,000 shares of common stock through the six months ended August 31, 2003, and 2002, respectively.

12

---



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the attached interim consolidated financial statements and with the Company's 2003 Annual Report to
Stockholders, which included audited financial statements and notes thereto for the fiscal year ended February 28, 2003, as well as Management's Discussion and Analysis of Financial Condition
and Results of Operations.

Results of Operations

The following table sets forth, for the three and six months ended August 31, 2003 and 2002, the percentages which selected items in the Statements of
Income bear to total sales:

|                           |                                  | Three Months
Ended August 31, |                   | Six Months
Ended August 31, |     
|-------------------------- | -------------------------------- | ----------------------------- | ----------------- | --------------------------- | ----
|
|Sales                      |                                  |                               |                   |                             |     
|                           | CRT Segment                      |                               |                   |                             |     
|                           |                                  | Monitors                      |                   | 61.8                        | %   
|                           |                                  | Data Display CRT's            |                   | 9.5                         |     
|                           |                                  | Entertainment CRT's           |                   | 7.0                         |     
|                           |                                  | Electron Guns and Components  |                   | 0.7                         |     
|                           |                                  |                               |                   |                             |     
|                           |                                  |                               | Total CRT Segment |                             | 79.0
|                           | Wholesale Consumer Parts Segment |                               | 21.0              |                             | 21.9
|                           |                                  |                               |                   |                             |     
|                           |                                  | 100.0                         | %                 | 100.0                       | %   
|Costs and expenses         |                                  |                               |                   |                             |     
|                           | Cost of goods sold               |                               | 65.3              | %                           | 71.0
|                           | Selling and delivery             |                               | 8.8               |                             | 9.8 
|                           | General and administrative       |                               | 16.1              |                             | 14.0
|                           |                                  |                               |                   |                             |     
|                           |                                  | 90.2                          | %                 | 94.8                        | %   
|Income from Operations     |                                  | 9.8                           | %                 | 5.2                         | %   
|Interest expense           |                                  | 1.7                           | %                 | 2.3                         | %   
|Other income (expense)     |                                  | 0.4                           |                   | (0.1                        | )   
|                           |                                  |                               |                   |                             |     
|Income before income taxes |                                  | 8.5                           | %                 | 2.8                         | %   
|Provision for income taxes |                                  | 3.2                           |                   | 0.7                         |     
|                           |                                  |                               |                   |                             |     
|Net Income                 |                                  | 5.3                           | %                 | 2.1                         | %   
|                           |                                  |                               |                   |                             |     

Net sales

Consolidated net sales decreased $492,000 and $298,000 for the three and six months ended August 31, 2003 as compared to the same period ended
August 31, 2002. CRT division sales decreased $199,000 and $335,000 for the three and six-month comparative periods ended August 31, 2003. The wholesale division sales
decreased $293,000 for the three-month comparative period and increased $37,000 for the six-month comparative periods ended August 31, 2003.

The
CRT segment sales included net increases from the Company's growing monitor division. Sales increased $1,166,000 and $1,653,000 for the three and six months ended August 31,
2003 over the same period ended August 31, 2002. These increases in revenues are attributed primarily to the Company's Display Systems operations for sales of projection simulation displays and
to the Lexel operation including radar displays. Lexel's revenues, while higher than the comparative periods a year ago is down slightly from the first quarter of fiscal 2004. One of its major
contracts is coming to completion

13

---

and
by the end of the third quarter of fiscal 2004 will no longer be a component of sales. This contract provided $900,000 of revenue in the second quarter ended August 31, 2003. Lexel's other
product lines, including direct view storage tubes, maintain significant backlogs.

There
were offsetting declines within the monitor division of $449,000 and $1,053,000 for the three and six month comparative periods due to the closure of two locations, MegaScan and
Wolcott during fiscal 2003. XKD's product line of cockpit displays provided an increase for the six-month comparative period of $360,000, but was down for the three month comparative
periods by $123,000.

The
component parts division reflects a decline in sales of $222,000 and $125,000 for the three and six months ended August 31, 2003 as compared to a year ago. However, volume
before intercompany eliminations was relatively flat for the comparative periods.

The
entertainment division sales continue to reflect declines of in-warranty replacement tubes to major television set distributors. Sales in this division declined $194,000
and $432,000 for the three and six month comparative periods.

Declines
in the data display division of $949,000 and $1,431,000 for the three and six month comparative periods continue to reflect the continued sluggish replacement market for cathode
ray tubes. These declines are not attributed to the loss of any particular customers, but rather a reflection of customer decisions to purchase new monitors with updated products and technologies
instead of repairing older tubes.

The
wholesale parts division sales declined for the quarter ended August 31, 2003 as compared to a year ago, but was relatively flat for the six month comparative periods. Sales
to distributors of consumer electronic parts were down slightly for the comparative periods but sales under the distribution sales agreements of parts and accessories for Applica and Norelco product
lines increased.

Gross margins

Consolidated gross margins increased from 29.0% to 34.7% for the quarter and from 30.7% to 33.7% for the six months ended August 31, 2003 as compared to
August 31, 2002. CRT segment margins increased from 25.6% to 31.7% and from 27.3% to 30.1% for the three and six month comparative periods. The wholesale parts segment margins increased from
41.3% to 45.9% and from 43.5% to 47.2% for the same comparative periods.

CRT
segment margins were impacted by a variety of factors. Comparable margins of the prior year's three and six months were negatively impacted by the downsizing of the Mexican
operations which was completed by the end of fiscal 2003. There was a significant volume decrease with continued overhead costs during that period which was not continued through this fiscal year.
Additionally, quarter and six month margins for the period ended August 31, 2003 reflect a reduction of higher cost Mexican tube inventory that is being replaced by lower cost product purchased
overseas. Additionally several CRT
locations with higher volume were able to achieve these increases without adding comparable fixed overhead and as such margins are generally improved.

The
wholesale parts segment margins improved primarily as a result of the distribution agreements for Applica and Norelco. The revenues for these products include a handling charge and
shipping revenue which carry significant profit margins. Offsetting expenses for these product lines is a component of selling, general and administrative expenses.

Operating expenses

Operating expenses as a percentage of sales increased from 23.8% to 24.9% for the quarter ended August 31, 2003 as compared to August 31, 2002 and
decreased from 26.1% to 24.8 for the same six

14

---

month
comparative period. CRT segment selling expenses decreased $791,000 and the wholesale parts segment increased $208,000.

CRT
segment decreases include decreases of $741,000 due to the elimination of three locations, MegaScan, Wolcott and Mexico in fiscal 2003.

Increases
to the wholesale parts segment include increases to delivery charges, warehouse rent and labor that is incurred in direct correlation to the increase in volume associated with
the distribution agreement revenues.

Interest expense

Interest expense decreased $133,000 and $65,000 for the three and six months ended August 31, 2003 as compared to the same period a year ago. The Company
maintains various debt agreements with different interest rates, most of which are based on the prime rate or LIBOR. Overall debt decreased $5,068,000 during the comparable periods, however some lower
interest rate debt was replaced with slightly higher rate debt during the comparable period.

Income taxes

The effective tax rate for the six months ended August 31, 2003 as compared to August 31, 2002 is 38.0% as compared to 37.4%.

Foreign currency translation

In the third quarter of fiscal 2003 the Company closed its Mexico operations. Prior to this, the Company's Mexican subsidiary reported on the basis of the
functional currency as being the US dollar and any exchange gains or losses due to the actual exchange of pesos and US dollars were reflected in the Company's income statement. There were no
significant translation gains or losses related to the Mexican subsidiary for the six months ended August 31, 2002.

Gains
or losses resulting from the transactions with its UK subsidiary are reported in current operations while currency translation adjustments are recognized in a separate component of
shareholders' equity. There were no significant gains or losses recognized in either period related to the UK subsidiary.

Liquidity and capital resources

As of August 31, 2003, the Company had total cash and cash equivalents of $1,189,000. The Company's working capital was $27,068,000 and $26,739,000 at
August 31, 2003 and February 28, 2003.

Cash
provided by operations for the six months ended August 31, 2003 was $4,670,000 as compared to $1,609,000 for the same period a year ago. Net income for the six months ended
August 31, 2003 adjusted for non-cash items provided cash of $2,482,000. Decreases in accounts receivable, inventories and prepaid expenses provided cash of $2,298,000 for the six
months ended August 31, 2003. During the six months ended August 31, 2002, operating cash flows were provided primarily by net income adjusted for non-cash items of
$1,594,000. Decreases to accounts receivable and prepaids provided cash of $75,000 while offsetting increases to inventory used cash of $821,000.

The
decrease in accounts receivable is a function of better collection efforts and the billing and collection of certain contract revenues. The decrease of inventory of $616,000 was
attributed to the timing of purchases related to contract revenues and overseas purchasing requirements. The increase in accounts payable and accrued liabilities reflect the effects of tax accruals
for the quarter.

Investing
activities used $328,000 in the first six months of fiscal 2004. Included in this were purchases of property plant and equipment of $375,000.

15

---

Financing
activities used cash of $5,533,000 for the six months ended August 31, 2003. Cash was used to pay down existing debt of $4,684,000 and to repurchase common stock for
$813,000 under the repurchase program. Additionally the Company redeemed $100,000 of common stock previously issued for the purchase of inventory.

In
September 2003 the Company reached an agreement with its primary lender to provide for a new two year revolver line of credit in the amount of $12,000,000 to replace the
existing $9,500,000 line. In addition to the $12,000,000 line of credit, the lender has agreed to advance the Company $3,500,000 of short term bridge financing to allow the Company to consider methods
of acquisition of real estate currently under lease by the Company.

The
agreed upon interest rate to be applied on the new revolver will be variable based upon the ratio of senior funded debt to EBITDA. The initial rate is anticipated to be LIBOR plus 2%
but can increase or decrease in a range of 1.75% to 2.50% spread over LIBOR rates. The new agreement is expected to be in place in November 2003 upon the completion of certain loan
documentation and appraisals. Additionally, the Company made an agreement with another of its lenders to replace its current $2,500,000 term note with a secured one year line of credit in the amount
of $2,750,000. The interest rate on the new line will be prime plus one percent and will be limited to available borrowings based on receivables and inventory. The new agreement will be in place in
November 2003.

Critical Accounting Policies

Management's Discussion and Analysis of Results of Operations and Financial Condition are based upon the Company's consolidated financial statements. These
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates and assumptions that
affect amounts reported and disclosed in the financial statements and related notes. The accounting policies that may involve a higher degree of judgments, estimates, and complexity include reserves
on inventories, revenue recognition, the allowance for bad debts and warranty reserves. The Company uses the following methods and assumptions in determining its estimates:

Reserves on inventories

Reserves on inventories result in a charge to operations when the estimated net realizable value declines below cost. Management regularly reviews the Company's
investment in inventories for declines in value and establishes reserves when it is apparent that the expected realizable value of the inventory falls below its original cost. The age of the inventory
is not as significant as is the projected demand for CRTs. Management is able to identify consumer buying trends, such as size and application, well in advance of supplying replacement CRTs. Thus, the
Company is able to adjust inventory-stocking levels according to the projected demand. The average life of a CRT is five to seven years, at which time the Company's replacement market develops. These
reviews include observations of product development trends of the OEM's, new products being marketed, and technological advances relative to the product capabilities of the Company's existing
inventories.

Revenue Recognition

Revenue from product sales is recognized when goods are shipped. The Company does not offer rights of return to customers; however, it does offer one and
two-year limited warranties on certain products.

Revenue
from contracts that are long-term in nature is recognized by the percentage of completion method. Profit estimates are revised periodically based upon actual costs
incurred. Any expected losses identified on contracts are recognized immediately. Revenue related to short-term contracts is

16

---

recognized
upon shipment of product, which is typically mandated by set delivery dates in the related contract.

Allowance for bad debts

The allowance for bad debts is determined by reviewing known customer exposures and applying historical credit loss experience to the current receivable portfolio
with consideration given to the current condition of the economy, assessment of the financial position of the creditors and overall trends in past due accounts compared to established thresholds. The
company monitors credit exposure and assesses the adequacy of the allowance for bad debts on a regular basis.

Warranty reserves

The warranty reserve is determined by recording a specific reserve for known warranty issues and a general reserve based on historical claims experience. Actual
claims incurred could differ from the original estimates, requiring adjustments to the reserve.

Other Accounting Policies

Other loss contingencies are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable.
Disclosure is required when there is a reasonable possibility that the ultimate loss will exceed the recorded provision. Contingent liabilities are often resolved over long time periods. Estimating
probable losses requires analysis of multiple factors that often depend on judgments about potential actions by third parties.

Forward-Looking Information

This report contains forward-looking statements and information that is based on management's beliefs, as well as assumptions made by, and information currently
available to management. When used in this document, the words "anticipate", "believe", "estimate", "intends", "will", and "expect" and similar expressions are intended to identify forward-looking
statements. Such statements involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are the following: business conditions, rapid or
unexpected technological changes, product development, inventory risks due to shifts in product demand, competition, domestic and foreign government relations, fluctuations in foreign exchange rates,
rising costs for components or unavailability of components, the timing of orders booked, lender relationships, and the risk factors listed from time to time in the Company's reports filed with the
Commission.

17

---

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company's primary market risks include fluctuations in interest rates and variability in interest rate spread relationships, such as prime to LIBOR spreads.
Approximately $20,628,000 of outstanding debt at August 31, 2003 related to long-term indebtedness under variable rate debt. Interest on the outstanding balance of this debt will be
charged based on a variable rate related to the prime
rate or the LIBOR rate. Both rate bases are incremented for margins specified in their agreements. Thus, the Company's interest rate is subject to market risk in the form of fluctuations in interest
rates. The effect of a hypothetical one percentage point increase across all maturities of variable rate debt would result in an decrease of approximately $206,000 in pre-tax net income
assuming no further changes in the amount of borrowings subject to variable rate interest from amounts outstanding at August 31, 2003. The Company does not trade in derivative financial
instruments.

The
Company has a subsidiary in the U.K., which is not material, but uses the British pound as its functional currency. Due to its limited operations outside of the U.S., the Company's
exposure to changes in foreign currency exchange rates between the U.S. dollar and foreign currencies or to weakening economic conditions in foreign markets is not expected to significantly impact the
Company's financial position.

ITEM 4. CONTROLS AND PROCEDURES



18

---





PART II

Item 1. Legal Proceedings

No new legal proceedings or material changes in existing litigation occurred during the quarter ended August 31, 2003.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders



For

Withheld

AbstainRonald D. Ordway

4,646,931

12,055

Ervin Kuczogi

4,655,552

3,434

John Morris

4,646,931

12,055

Murray Fox

4,642,851

16,135

Carolyn Howard

4,655,691

3,295

Carleton E. Sawyer

4,643,571

15,415




Item 5. Other information

None

Item 6. Exhibits and Reports on Form 8-K



19

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SIGNATURES

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

|                 |  | VIDEO DISPLAY CORPORATION
|---------------- |  | -------------------------
|October 15, 2003 |  | By:                      
|October 15, 2003 |  | By:                      

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