##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarterly Period Ended August 31, 2009.
 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
 þ o
 o þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




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##### 



Video Display Corporation and Subsidiaries
Index
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements.Condensed Consolidated Balance Sheets 
August 31, 2009 (unaudited) and February 28, 2009
    
    
    3Condensed Consolidated Statements of Operations -
Three months and six months ended August 31, 2009 and 2008 (unaudited)
    
    
    5Condensed Consolidated Statement of Shareholders Equity -
Six months ended August 31, 2009 (unaudited)
    
    
    6Condensed Consolidated Statements of Cash Flows 
Six months ended August 31, 2009 and 2008 (unaudited)
    
    
    7Notes to Condensed Consolidated Financial Statements -
August 31, 2009 (unaudited)
    
    
    9Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.
    
    
    18Item 3. Quantitative and Qualitative Disclosure About Market Risk.
    
    
    25Item 4. Controls and Procedures.
    
    
    25PART II. OTHER INFORMATIONItem 1. Legal Proceedings.
    
    
    26Item 1A. Risk Factors.
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    26Item 3. Defaults upon Senior Securities.
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders.
    
    
    26Item 5. Other Information.
    
    
    26Item 6. Exhibits.
    
    
    27SIGNATURES
    
    
    28EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



ITEM 1. FINANCIAL STATEMENTS
 Video Display Corporation and Subsidiaries
 
 Condensed Consolidated Balance Sheets
(in thousands)
 August 31,
    
    
    February 28,2009
    
    
    2009(unaudited)AssetsCurrent AssetsCash
    
    $
    1,114
    
    
    $
    662Accounts receivable, less allowance for
doubtful accounts of $675 and $608
    
    
    8,404
    
    
    
    9,088Inventories, net
    
    
    38,377
    
    
    
    36,692Cost and estimated earnings in excess of
billings on uncompleted contracts
    
    
    2,663
    
    
    
    1,421Deferred income taxes
    
    
    3,029
    
    
    
    2,724Income taxes refundable
    
    
    380
    
    
    
    1,836Investments
    
    
    89
    
    
    
    335Prepaid expenses and other
    
    
    451
    
    
    
    612Total current assets
    
    
    54,507
    
    
    
    53,370Property, plant and equipment:Land
    
    
    585
    
    
    
    585Buildings
    
    
    8,283
    
    
    
    8,262Machinery and equipment
    
    
    21,881
    
    
    
    21,78630,749
    
    
    
    30,633Accumulated depreciation and amortization
    
    
    (24,602
    )
    
    
    (23,866
    )Net property, plant, and equipment
    
    
    6,147
    
    
    
    6,767Goodwill
    
    
    1,376
    
    
    
    1,376Intangible assets, net
    
    
    2,145
    
    
    
    2,083Deferred income taxes
    
    
    723
    
    
    
    576Other assets
    
    
    32
    
    
    
    36Total assets
    
    $
    64,930
    
    
    $
    64,208
  3




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##### Table of Contents



Video
Display Corporation and Subsidiaries Condensed Consolidated
Balance Sheets (continued)
(in thousands)
 August 31,
    
    
    February 28,2009
    
    
    2009(unaudited)Liabilities and Shareholders EquityCurrent liabilitiesAccounts payable
    
    $
    7,542
    
    
    $
    7,175Accrued liabilities
    
    
    5,423
    
    
    
    5,245Billings in excess of cost and estimated
earnings on uncompleted contracts
    
    
    59
    
    
    
    108Current maturities of notes payable to officers and
directors
    
    
    569
    
    
    
    396Lines of credit
    
    
    20,244
    
    
    
    3,493Current maturities of long-term debt
and financing lease obligations
    
    
    809
    
    
    
    544Total current liabilities
    
    
    34,646
    
    
    
    16,961Line of credit
    
    
    
    
    
    
    16,498Long-term debt, less current maturities
    
    
    1,275
    
    
    
    1,707Financing lease obligations, less current maturities
    
    
    176
    
    
    
    162Notes payable to officers and directors,
less current maturities
    
    
    1,865
    
    
    
    1,992Other long term liabilities
    
    
    357
    
    
    
    123Total liabilities
    
    
    38,319
    
    
    
    37,443Shareholders EquityPreferred stock, no par value  10,000 shares
authorized; none issued and outstanding
    
    
    
    
    
    
    Common stock, no par value  50,000 shares authorized;
9,707 and 8,372 issued and outstanding at August 31,
2009 and 9,707 and 8,601 issued and outstanding at
February 28, 2009
    
    
    7,293
    
    
    
    7,293Additional paid-in capital
    
    
    159
    
    
    
    147Retained earnings
    
    
    26,639
    
    
    
    26,461Accumulated other comprehensive loss
    
    
    (90
    )
    
    
    (90
    )Treasury stock, 1,394 and 1,165 shares at cost
    
    
    (7,390
    )
    
    
    (7,046
    )Total shareholders equity
    
    
    26,611
    
    
    
    26,765Total liabilities and shareholders equity
    
    $
    64,930
    
    
    $
    64,208
  4




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Video Display Corporation and Subsidiaries

Condensed Consolidated Statements of Operations (unaudited)
(in thousands, except per share data)
 Three Months Ended
    
    
    Six Months EndedAugust 31,
    
    
    August 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    16,840
    
    
    $
    18,988
    
    
    $
    33,191
    
    
    $
    38,214Cost of goods sold
    
    
    10,872
    
    
    
    11,920
    
    
    
    21,385
    
    
    
    23,954Gross profit
    
    
    5,968
    
    
    
    7,068
    
    
    
    11,806
    
    
    
    14,260Operating expensesSelling and delivery
    
    
    1,740
    
    
    
    1,846
    
    
    
    3,523
    
    
    
    3,787General and administrative
    
    
    3,938
    
    
    
    4,180
    
    
    
    7,882
    
    
    
    8,3605,678
    
    
    
    6,026
    
    
    
    11,405
    
    
    
    12,147Operating profit
    
    
    290
    
    
    
    1,042
    
    
    
    401
    
    
    
    2,113Other income (expense)Interest expense
    
    
    (303
    )
    
    
    (282
    )
    
    
    (503
    )
    
    
    (568
    )Other, net
    
    
    32
    
    
    
    48
    
    
    
    333
    
    
    
    160(271
    )
    
    
    (234
    )
    
    
    (170
    )
    
    
    (408
    )Income before income tax expense
    
    
    19
    
    
    
    808
    
    
    
    231
    
    
    
    1,705Income tax expense
    
    
    (7
    )
    
    
    255
    
    
    
    53
    
    
    
    572Net income
    
    $
    26
    
    
    $
    553
    
    
    $
    178
    
    
    $
    1,133Net income per share - basic
    
    $
    .00
    
    
    $
    .06
    
    
    $
    .02
    
    
    $
    .12Net income per share - diluted
    
    $
    .00
    
    
    $
    .06
    
    
    $
    .02
    
    
    $
    .12Average shares outstanding - basic
    
    
    8,372
    
    
    
    9,374
    
    
    
    8,482
    
    
    
    9,421Average
shares outstanding - diluted
    
    
    8,680
    
    
    
    9,482
    
    
    
    8,781
    
    
    
    9,530
  5




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Video Display Corporation and Subsidiaries

Condensed Consolidated Statement of Shareholders Equity
Six Months Ended August 31, 2009 (unaudited)
(in thousands)
 AccumulatedCommon
    
    
    Common
    
    
    Additional
    
    
    
    
    
    Other
    
    
    
    
    
    Compre-Stock
    
    
    Stock
    
    
    Paid-in
    
    
    Retained

    
    
    Comprehensive
    
    
    Treasury
    
    
    hensiveShares

    
    
    Amount

    
    
    Capital

    
    
    Earnings

    
    
    Loss
    
    
    Stock
    
    
    IncomeBalance, February 28, 2009
    
    
    8,601
    
    
    $
    7,293
    
    
    $
    147
    
    
    $
    26,461
    
    
    $
    (90
    )
    
    $
    (7,046
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    178
    
    
    
    
    
    
    
    
    
    
    $
    178Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    178Repurchase of Treasury Stock
    
    
    (229
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (344
    )Share based compensation
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    Balance, August 31, 2009
    
    
    8,372
    
    
    $
    7,293
    
    
    $
    159
    
    
    $
    26,639
    
    
    $
    (90
    )
    
    $
    (7,390
    )
  6




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Video Display Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)
 Six Months EndedAugust 31,2009
    
    
    2008Operating ActivitiesNet income
    
    $
    178
    
    
    $
    1,133Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    1,175
    
    
    
    1,198Provision for doubtful accounts
    
    
    67
    
    
    
    102Provision for inventory reserve
    
    
    885
    
    
    
    620Non-cash charge for share based compensation
    
    
    12
    
    
    
    69Deferred income taxes
    
    
    (451
    )
    
    
    (405
    )Loss on sale of equipment
    
    
    
    
    
    
    7Change in other assets and liabilities
    
    
    4
    
    
    
    (27
    )Changes in working capital, net of effects
from acquisitions:Accounts receivable
    
    
    617
    
    
    
    444Inventories
    
    
    (2,570
    )
    
    
    (911
    )Cost, estimated earnings and billings on
uncompleted contracts
    
    
    (1,291
    )
    
    
    1,093Income taxes refundable
    
    
    1,455
    
    
    
    605Prepaid expenses and other current assets
    
    
    161
    
    
    
    (159
    )Accounts payable and accrued liabilities
    
    
    779
    
    
    
    (2,665
    )Net cash provided by operating activities
    
    
    1,021
    
    
    
    1,104Investing ActivitiesCapital expenditures
    
    
    (116
    )
    
    
    (407
    )Net investments in equity securities
    
    
    245
    
    
    
    License agreement
    
    
    (500
    )
    
    
    Net cash used in investing activities
    
    
    (371
    )
    
    
    (407
    )
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Video Display Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
 Six Months EndedAugust 31,2009
    
    
    2008Financing ActivitiesProceeds from long-term debt, lines of credit
and financing lease obligations
    
    
    7,700
    
    
    
    8,926Payments on long-term debt, lines of credit
and financing lease obligations
    
    
    (7,601
    )
    
    
    (7,918
    )Proceeds from loans from officers and directors
    
    
    287
    
    
    
    Repayments of loans from officers and directors
    
    
    (240
    )
    
    
    (213
    )Purchases and retirements of common stock and
purchase of treasury stock
    
    
    (344
    )
    
    
    (1,390
    )Net cash used in financing activities
    
    
    (198
    )
    
    
    (595
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    (2
    )Net increase in cash
    
    
    452
    
    
    
    100Cash, beginning of period
    
    
    662
    
    
    
    1,636Cash, end of period
    
    $
    1,114
    
    
    $
    1,736
  8




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Video Display Corporation and Subsidiaries
 
 Notes to Condensed Consolidated Financial Statements  August 31, 2009
       Fair Values Measurements
 The Fair Value Option for Financial
Assets and Financial Liabilities.
 Accounting for Uncertainty in
Income Taxes Accounting for Income Taxes
 9




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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
August 31, 2009
 Business Combinations. purchase method
 Noncontrolling Interest in Consolidated Financial
Statements.
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 Subsequent Events
 Accounting Standards Codification
 10




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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
August 31, 2009
      August 31,
    
    
    February 28,2009
    
    
    2009Raw materials
    
    $
    20,183
    
    
    $
    20,086Work-in-process
    
    
    7,983
    
    
    
    7,938Finished goods
    
    
    14,349
    
    
    
    12,24542,515
    
    
    
    40,269Reserves for obsolescence
    
    
    (4,138
    )
    
    
    (3,577
    )$
    38,377
    
    
    $
    36,692
   August 31,
    
    
    February 28,2009
    
    
    2009Costs incurred to date on uncompleted contracts
    
    $
    5,703
    
    
    $
    3,423Estimated earnings recognized to date on these contracts
    
    
    2,530
    
    
    
    1,5158,233
    
    
    
    4,938Billings to date
    
    
    (5,629
    )
    
    
    (3,625
    )Costs and estimated earnings in excess
of billings, net
    
    $
    2,604
    
    
    $
    1,313Costs and estimated earnings in excess of billings
    
    $
    2,663
    
    
    $
    1,421Billings in excess of costs and estimated earnings
    
    
    (59
    )
    
    
    (108
    )$
    2,604
    
    
    $
    1,313
 Accounting for Performance of Construction-Type and Certain Production-Type Contracts
 11




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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
August 31, 2009
      August 31, 2009
    
    
    February 28, 2009Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationCustomer lists
    
    $
    3,611
    
    
    $
    2,343
    
    
    $
    3,611
    
    
    $
    2,124Non-compete
agreements
    
    
    1,245
    
    
    
    1,177
    
    
    
    1,245
    
    
    
    1,054Patents
    
    
    777
    
    
    
    455
    
    
    
    777
    
    
    
    395Other intangibles
    
    
    649
    
    
    
    162
    
    
    
    149
    
    
    
    126$
    6,282
    
    
    $
    4,137
    
    
    $
    5,782
    
    
    $
    3,699
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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
August 31, 2009
   August 31,
    
    
    February 28,2009
    
    
    2009Note payable RBC Bank; interest rate at
LIBOR plus applicable margin as defined per
the loan agreement, minimum 4.00% (2.51%
combined rate as of August 31, 2009);
monthly principal payments of $50 plus
accrued interest, payable through July
2011; collateralized by all assets of the
Company.
    
    $
    1,403
    
    
    $
    1,553Mortgage payable to bank; interest rate at
Federal Home Loan Bank Board Index rate
plus 1.95% (7.25% as of August 31, 2009);
monthly principal and interest payments of
$5 payable through October 2021;
collateralized by land and building of
Teltron Technologies, Inc
    
    
    466
    
    
    
    478Other
    
    
    32
    
    
    
    331,901
    
    
    
    2,064Financing lease obligations
    
    
    359
    
    
    
    3492,260
    
    
    
    2,413Less current maturities
    
    
    (809
    )
    
    
    (544
    )$
    1,451
    
    
    $
    1,869
    13




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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
August 31, 2009
    Three Months
    
    
    Six MonthsEnded August 31,
    
    
    Ended August 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net SalesDisplay Segment
    
    $
    11,856
    
    
    $
    13,433
    
    
    $
    23,438
    
    
    $
    27,249Wholesale Distribution Segment
    
    
    4,984
    
    
    
    5,555
    
    
    
    9,753
    
    
    
    10,965$
    16,840
    
    
    $
    18,988
    
    
    $
    33,191
    
    
    $
    38,214Operating profitDisplay Segment
    
    $
    545
    
    
    $
    1,093
    
    
    $
    335
    
    
    $
    2,138Wholesale Distribution Segment
    
    
    (255
    )
    
    
    (51
    )
    
    
    66
    
    
    
    (25
    )Income from Operations
    
    
    290
    
    
    
    1,042
    
    
    
    401
    
    
    
    2,113Interest expense
    
    
    (303
    )
    
    
    (282
    )
    
    
    (503
    )
    
    
    (568
    )Other income, net
    
    
    32
    
    
    
    48
    
    
    
    333
    
    
    
    160Income before income taxes
    
    $
    19
    
    
    $
    808
    
    
    $
    231
    
    
    $
    1,705
   Six MonthsEnded August 31,2009
    
    
    2008Cash paid for:Interest
    
    $
    468
    
    
    $
    454Income taxes, net of refunds
    
    $
    (952
    )
    
    $
    279
  Net Income Per Share
  14




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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
August 31, 2009
  AverageShares
    
    
    Net IncomeNet Income
    
    
    Outstanding
    
    
    Per ShareThree months ended August 31, 2009Basic
    
    $
    26
    
    
    
    8,372
    
    
    $
    0.00Effect of dilution:Options
    
    
    
    
    
    
    308Diluted
    
    $
    26
    
    
    
    8,680
    
    
    $
    0.00Three months ended August 31, 2008Basic
    
    $
    553
    
    
    
    9,374
    
    
    $
    0.06Effect of dilution:Options
    
    
    
    
    
    
    108Diluted
    
    $
    553
    
    
    
    9,482
    
    
    $
    0.06Six months ended August 31, 2009Basic
    
    $
    178
    
    
    
    8,482
    
    
    $
    0.02Effect of dilution:Options
    
    
    
    
    
    
    299Diluted
    
    $
    178
    
    
    
    8,781
    
    
    $
    0.02Six months ended August 31, 2008Basic
    
    $
    1,133
    
    
    
    9,421
    
    
    $
    0.12Effect of dilution:Options
    
    
    
    
    
    
    109Diluted
    
    $
    1,133
    
    
    
    9,530
    
    
    $
    0.12
 Stock-Based Compensation Plans
  15




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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
August 31, 2009
   Stock Repurchase Program
   Reporting Comprehensive Income
   16




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Video Display Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
August 31, 2009
     17




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Video Display Corporation and Subsidiaries
August 31, 2009
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
  
    
    Monitors offers a complete range of CRT, flat panel and projection display systems
for use in training and simulation, military, medical and industrial applications.
    
    Data Display CRTSoffers a complete range of CRTs for use in data display screen,
including computer terminal monitors and medical monitoring equipment.
    
    Entertainment CRTS offers a wide range of CRTs and projection tubes for television
and home theater equipment.
    
    Component Parts provides replacement electron guns and other components for CRTs
primarily for servicing the Companys internal needs.
  Inventory management
  18




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Video Display Corporation and Subsidiaries
August 31, 2009
 Interest
rate exposure
 Results of Operations
  Three Months
    
    
    Six MonthsEnded August 31,
    
    
    Ended August 31,2009
    
    
    2008
    
    
    2009
    
    
    2008SalesDisplay Segment
Monitors
    
    
    59.0
    %
    
    
    57.2
    %
    
    
    56.9
    %
    
    
    56.4
    %Data Display CRTs
    
    
    10.0
    
    
    
    11.2
    
    
    
    12.5
    
    
    
    12.6Entertainment CRTs
    
    
    1.0
    
    
    
    1.9
    
    
    
    1.0
    
    
    
    1.9Components Parts
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.2
    
    
    
    0.4Total Display Segment
    
    
    70.4
    %
    
    
    70.7
    %
    
    
    70.6
    %
    
    
    71.3
    %Wholesale Distribution Segment
    
    
    29.6
    
    
    
    29.3
    
    
    
    29.4
    
    
    
    28.7100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Costs and expensesCost of goods sold
    
    
    64.6
    %
    
    
    62.8
    %
    
    
    64.4
    %
    
    
    62.7
    %Selling and delivery
    
    
    10.3
    
    
    
    9.7
    
    
    
    10.6
    
    
    
    9.9General and administrative
    
    
    23.4
    
    
    
    22.0
    
    
    
    23.8
    
    
    
    21.998.3
    %
    
    
    94.5
    %
    
    
    98.8
    %
    
    
    94.5
    %Income from operations
    
    
    1.7
    %
    
    
    5.5
    %
    
    
    1.2
    %
    
    
    5.5
    %Interest expense
    
    
    (1.8
    )%
    
    
    (1.5
    )%
    
    
    (1.5
    )%
    
    
    (1.5
    )%Other income, net
    
    
    0.2
    
    
    
    0.2
    
    
    
    1.0
    
    
    
    .4Income before income taxes
    
    
    0.1
    %
    
    
    4.2
    %
    
    
    0.7
    %
    
    
    4.4
    %Provision for income taxes
    
    
    0.0
    
    
    
    1.3
    
    
    
    0.2
    
    
    
    1.5Net income
    
    
    0.1
    %
    
    
    2.9
    %
    
    
    0.5
    %
    
    
    2.9
    %
 19




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##### Table of Contents



Video Display Corporation and Subsidiaries
August 31, 2009
 Net sales
   Gross margins
    20




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##### Table of Contents



Video Display Corporation and Subsidiaries
August 31, 2009
 Operating expenses
    Interest expense
  Income taxes
  Liquidity and Capital Resources
  21




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##### Table of Contents



Video Display Corporation and Subsidiaries
August 31, 2009
        Critical Accounting Policies
  22




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##### Table of Contents



Video Display Corporation and Subsidiaries
August 31, 2009
 Reserves on inventories
  Revenue Recognition
   Accounting for
Performance of Construction-Type and Certain Production-Type Contracts
 Reporting Revenue Gross as a Principal versus Net as an Agent
 23




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##### Table of Contents



Video Display Corporation and Subsidiaries
August 31, 2009
 Allowance for doubtful accounts
  Warranty reserves
  Other Accounting Policies
  Reclassified Revenues
  Recent Accounting Pronouncements
  Forward-Looking Information and Risk Factors
  24




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##### Table of Contents



Video Display Corporation and Subsidiaries
August 31, 2009
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
   Changes in Internal Controls
  25




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##### Table of Contents



Video Display Corporation and Subsidiaries
August 31, 2009
 
 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
  26




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##### Table of Contents



Video Display Corporation and Subsidiaries
August 31, 2009
 
 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(e)
    
    $6,800,000 term note dated February 27, 2006 between the Company and
Ronald D. Ordway (holder) (incorporated by reference to Exhibit 10(e)
to the Companys 2006 Annual Report on Form 10-K) .10(h)
    
    Loan and Security Agreement and related documents, dated September 26,
2008, among Video Display Corporation and Subsidiaries and RBC Centura
Bank as lender and RBC Centura Bank as collateral agent (incorporated
by reference to Exhibit 10(h) to the Companys Report on Form 10-Q
dated January 14, 2009).10(i)
    
    $6,000,000 Subordinated Note, dated June 29, 2006, between Video
Display Corporation and Ronald D. Ordway (holder) (incorporated by
reference to Exhibit 10(i) to the Companys Current Report on Form 8-K
dated June 29, 2006).10(j)
    
    Amendment to Loan Documents and Waiver between Video Display
Corporation and RBC Bank dated August 25, 2009(incorporated by
reference to Exhibit 10(j) to the Companys Report on Form 10-Q dated
August 27, 2009).31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 27




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##### Table of Contents



SIGNATURES
  VIDEO DISPLAY CORPORATIONOctober 15, 2009
    By:
    /s/ Ronald D. OrdwayRonald D. OrdwayChief Executive OfficerOctober 15, 2009
    By:
    /s/ Gregory L. OsbornGregory L. OsbornChief Financial Officer 28