UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM10-Q

For the Quarterly Period Ended May 31, 20172018.

or

For the Transition Period From                    to                    

Commission File Number0-13394

VIDEO DISPLAY CORPORATION

(Exact name of registrant as specified on its charter)

1868 TUCKER INDUSTRIAL ROAD, TUCKER, GEORGIA 30084

(Address of principal executive offices)

770-938-2080

(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of May 31, 2017,2018, the registrant had 5,890,7485,878,290 shares of Common Stock outstanding.

Video Display Corporation and Subsidiaries

Index

ITEM 1

– FINANCIAL STATEMENTS

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Balance Sheets (unaudited)

(in thousands)

The accompanying notes are an integral part of these interim condensed consolidated statements.

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Balance Sheets (unaudited) (continued)

(in thousands)

The accompanying notes are an integral part of these interim condensed consolidated statements.

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Income Statements of Operations (unaudited)

(in thousands, except per share data)

The accompanying notes are an integral part of these interim condensed consolidated statements.

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Statement of Shareholders’ Equity

Three Months Ended May 31, 20172018 (unaudited)

(in thousands)

The accompanying notes are an integral part of these interim condensed consolidated statements.

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)

The accompanying notes are an integral part of these interim condensed consolidated statements.

Video Display Corporation and Subsidiaries

May 31, 2017

2018

Note 1. – Summary of Significant Accounting Policies

The interim condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries after elimination of all significant intercompany accounts and transactions.

As contemplated by the Securities and Exchange Commission (the “SEC” or “Commission”) instructions to Form10-Q, the following footnotes have been condensed and, therefore, do not contain all disclosures required in connection with annual consolidated financial statements. Reference should be made to the Company’syear-end consolidated financial statements and notes thereto, including a description of the accounting policies followed by the Company, contained in its Annual Report on Form10-K as of and for the fiscal year ended February 28, 2017,2018, as filed with the Commission. There are no material changes in accounting policy during the three months ended May 31, 2017.2018.

The condensed consolidated financial information included in this report has been prepared by the Company, without audit. In the opinion of management, the interim condensed consolidated financial information included in this report contains all adjustments (all of which are normal and recurring) necessary for a fair presentation of the results for the interim periods. Nevertheless, the results shown for interim periods are not necessarily indicative of results to be expected for the full year. The February 28, 20172018 consolidated balance sheet data was derived from the audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (U.S. GAAP).

Effective March 1, 2018 we adopted Accounting Standards Update (“ASU”)No. 2014-09, Revenue from Contracts with Customers and the additional related ASUs (ASC “606”), which replaces existing revenue guidance and outlines a single set of comprehensive principles for recognizing revenue under GAAP. We elected the modified retrospective method upon adoption with no impact to the opening retained earnings or revenue reported.

The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s goods and services and will provide the financial statement readers with enhanced disclosures.

These standards provide guidance on recognizing revenue, including a five-step method to determine when revenue recognition is appropriate.

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations

Step 5: Recognize revenue as the Company satisfies a performance obligation

ASC 606 provides that revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We generally satisfy performance obligations upon shipment of the product or service to the customer. This is consistent with the time in which the customer obtains control of the product or service. For service contracts, which are transferred to the customer over time, revenue is recognized over time as the services are performed. Some contracts include installation services, which are completed in a short period of time and the revenue is recognized when the installation is complete. Customized products with no alternative future use to the Company, and that have an enforceable right to payment for performance completed to date, are also recorded over time. The Company considers this to be a faithful depiction of the transfer to the customer of revenue over time as the work or service is performed. Revenue is recognized as performance obligations are met, which includes design, manufacture of product/system, installation andset-up. In certain cases, we recognize revenue using thepercentage-of-completion method of accounting. These are fixed price contracts. These types of contracts are satisfied over time. Based on the nature of products provided or services performed, revenue is recognized as costs are incurred (the percentage of completion cost to cost method).

Video Display Corporation and Subsidiaries

May 31, 2018

Revenue is measured as the amount of consideration the Company expects to receive in exchange for the transfer of goods or services. Performance obligations in a contract are identified based on the products or services that are transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service on its own or together with other resources and are distinct from other promises in the contract.

Note 2. – Banking & Liquidity

The accompanying interim condensed consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. TheEven though the Company reported net income for the period ending May 31, 2018 and a slight increase in working capital and liquid assets for the three month period, the Company has sustained losses for each of the last three fiscal years and has seen overall a decline in both its working capital and liquid assets during this time. Lossesthree year period. Annual losses over this time are due to a combination of decreasing revenues across allcertain divisions without a commensurate reduction of expenses. The Company’s working capital and liquid asset position are presented below (in thousands) as of May 31, 20172018 and February 28, 2017:2018:

Management has implemented a plan to improve the liquidity of the Company. The Company has been fulfilling a plan to increase revenues at all the divisions, each structured to the particular division which has resulted with an increase in the current backlog and growth in revenues. Operating costs increased during the quarter ended May 31, 2017 due to $133 thousand in legal fees related to the Lexel bankruptcy settlement agreement and formalizing an agreement to sell certain assets of Lexel. The Company has reduced other expenses at the divisions, as well as at the corporate location with the expectation that further decreases can be achieved. The completion ofCompany has completed the merger of the two Florida businesses into one facility and the relocation of Lexel Imaging into a new facility havefacility. These changes are projected to realize annual savings of approximately $500 thousand per year.through reduced expenses. Management continues to explore options to monetize certain long-term assets of the business. If additional and more permanent capital is required to fund the operations of the Company, no assurance can be given that the Company will be able to obtain the capital on terms favorable to the Company, if at all.

The ability of the Company to continue as a going concern is dependent upon the success of management’s plans to improve revenues, the operational effectiveness of continuing operations, to liquidate the subsidiary noted above, the procurement of suitable financing, or a combination of these. The uncertainty regarding the potential success of management’s plan create substantial doubt about the ability of the Company to continue as a going concern.

Video Display Corporation and Subsidiaries

May 31, 2017

Note 3. – Fair Value Measurements and Financial Instruments

The Financial Accounting Standards Board’s (FASB’s) fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:

Video Display Corporation and Subsidiaries

May 31, 2018

Assets measured at fair value on a recurring basis by the Company consist of investment securities held for trading using Level 1 inputs. The following table sets forth financial assets and liabilities that were accounted for at fair value on a recurring basis as of May 31, 20172018 and February 28, 20172018 (in thousands):

Video Display Corporation and Subsidiaries

May 31, 2017

The Company’s financial instruments which are not measured at fair value on the consolidated balance sheets include cash, accounts receivable, short-term liabilities, and debt. The estimated fair value of these financial instruments were determined using Level 2 inputs and approximate cost due to the short period of time to maturity. Recorded amounts of long-term debt are considered to approximate fair value due to either interest rates that fluctuate with the market or are otherwise commensurate with the current market.

Video Display Corporation and Subsidiaries

May 31, 2018

Note 4. – Recent Accounting Pronouncements

In May, 2014, the FASB issued Accounting Standards Update No. (ASU) ASU2014-09,“Revenue with Contracts from Customers”.ASU 2014-09 clarifies the principles which created a single, comprehensive revenue recognition model for recognizing revenue and develops a common revenuefrom contracts with customers. The standard for U.S. GAAP and International Financial Reporting Standards (“IFRS”) . The new guidance (i) removes inconsistencies, and weaknesses in revenue requirements, (ii) provides a more robust framework for addressing revenue issues, (iii) improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, (iv) provides more useful information to users of financial statements through improved disclosure requirements, and (v) simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The guidance iswas effective for interim and annual reporting periods beginning after December 15, 2016 including interim periods within that reporting period; however,2017 and may be adopted either retrospectively or on a one year delay has been approvedmodified retrospective basis. ASU2014-09 did not result in a significant change in the judgement or timing associated with the issuancerecognition of ASU 2015-14“Revenue with Contractsrevenue from Customers”.the sale of the Company’s products or services. The Company is still evaluating the effects that the adoption of this update will haveadopted ASU2014-09 on the Company’s consolidated financial position or results of operations.

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”. ASU 2015-11 requires an entity to measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. The guidance is effectiveMarch 1, 2018. See Note 1 for annual reporting periods beginning after December 15, 2016 and related interim periods. Early adoption is permitted. The adoption of this standard did not have a material effect on its consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”.ASU 2015-17 requires deferred tax assets and liabilities, along with related valuation allowances, to be classified as noncurrent on the balance sheet. Each tax jurisdiction will now only have one net noncurrent deferred tax asset or liability. The new guidance does not change the existing requirement that prohibits offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The adoption of this standard did not have a material effect on its consolidated financial statements.additional information.

In February 2016, the FASB issued ASU2016-02,“Leases” “Leases”. ASU2016-02 increases transparency and comparability among organizations by requiring entities to recognize lease assets and lease liabilities on the balance sheet and disclose key information about the lease arrangements. The guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted. The Company is in the process of evaluating the impact of this guidance on the Company’s consolidated financial statements.

Video Display Corporation and Subsidiaries

May 31, 2017

Note 5. – Inventories

Inventories are stated at the lower of cost (first in, first out) or market and consisted of the following (in thousands):

Note 6. – Line of Credit and Long-Term Debt

The Company has a $0.5 million line of credit with the Brand Banking Company with a current balance of $0.1 million at May 31, 2018. The line matured on June 30, 2018, is personally guaranteed by the Chief Executive Officer and Other Obligationshas an interest rate of LIBOR plus 3.75%. The line has been extended until July 31, 2018 while the Company and the bank work through the details of a new line of credit.

Long-termThe Company has outstanding debt consisted of the following (in thousands):$0.1 million secured by a building owned by its subsidiary, Teltron Technologies, Inc. in Birdsboro, PA.

The Company had no outstanding margin account borrowing as of May 31, 20172018 and $0.1 million as of February 28, 2017.2018. The margin account borrowings are used to purchase marketable equity securities and are netted against the investments in the balance sheet to show net trading investments. The gross investments were $0.5$0.3 million leaving net investments of $0.4$0.2 million after the margin account borrowings of $0.1 million at February 28, 2017.2018. The margin interest rate is 2%.

Video Display Corporation and Subsidiaries

May 31, 20172018

Long-term debt consisted of the following (in thousands):

Note 7. – Related Party Transactions

On March 30, 2016, the Company entered into an assignment with recourse of the note receivable fromZ-Axis Inc.(Z-Axis) with Ronald D. Ordway, CEO, and Jonathan R. Ordway, related parties, for the sum of $912 thousand. The note receivable is collateralized by a security interest in the shares ofZ-Axis as well as a personal guaranty of its majority shareholder.Z-Axis is current on all scheduled payments regarding this note. The Company retains the right to repurchase the note at any time for 80% of the outstanding principle balance. Also, in the event of default byZ-Axis, the Company is obligated to repurchase the note for 80% of the remaining principle balance plus any accrued interest. Accordingly, the Company has recognized this transaction as secured borrowing in accordance with the provisions of ASC860-10. The $ 0.9 million, 9% interest rate, note originated on March 30, 2016, with payments beginning on April 16, 2016 and continuing for 56 months thereafter. The balance of the note was $723$544 thousand and $765$589 thousand as of May 31, 20172018 and February 28, 2018, respectively.

For the quarter ending May 31, 2018, the Company borrowed $357 thousand from Ronald D. Ordway, the CEO of the Company. As of May 31, 2018, the Company owes in aggregate $901 thousand to officers and directors.

On July 3, 2017, respectively.the Company and Ordway Properties, LLC purchased Honeyhill Properties, LLC which is the owner of the building at 510 Henry Clay Blvd. in Lexington, KY for $1,500,000. Video Display Corporation invested $500,000 towards the purchase price and accounted for the investment under the cost method since Ordway Properties, LLC was the majority owner. During the period ending November 30, 2017 the Company reduced its share in the LLC by $125,000, selling to Ordway Properties, LLC. In addition, during the period ending May 31, 2018, the Company’s sold its remaining $375,000 ownership interest to Ordway Properties, LLC receiving $166,457 in cash and $208,543 in forgiveness of rent that was accrued and owed. There was no gain or loss on the sale. The building is the facility for the Company’s Lexel Imaging subsidiary, which had previously signed a five (5) year lease agreement with Honeyhill Properties, LLC on June 15, 2017.

Video Display Corporation and Subsidiaries

May 31, 2018

Note 8. – Supplemental Cash Flow Information

Supplemental cash flow information is as follows (in thousands):

Note 9. – Shareholder’s Equity

Earnings (Loss) Per Share

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

Video Display Corporation and Subsidiaries

May 31, 2017

The following table sets forth the computation of basic and diluted earnings (loss) per share for the three-month periods ended May 31, 20172018 and 20162017 (in thousands, except per share data):

Video Display Corporation and Subsidiaries

May 31, 2018

Stock-Based Compensation Plans

For the three-month period ended May 31, 20172018 and 2016,2017, the Company recognized general and administrative expenses of $38$4 thousand and $2$38 thousand, respectively, related to share-based compensation. The liability for the share-based compensation recognized is presented in the consolidated balance sheet as part of additional paid in capital. As of May 31, 2017,2018, and May 31, 20162017 total unrecognized compensation costs related to stock options granted was $77$21 thousand and $3$77 thousand, respectively. The unrecognized stock option compensation cost is expected to be recognized over a period of approximately 3 years.

The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model, which requires the Company to estimate the expected term of the stock option grants and expected future stock price volatility over the term. The term represents the expected period of time the Company believes the options will remain outstanding based on historical information. Estimates of expected future stock price volatility are based on the historic volatility of the Company’s common stock, which represents the standard deviation of the differences in the weekly stock closing price, adjusted for dividends and stock splits.

140,000 new options and 60,000 replacement options were granted during the three month period ended May 31, 2017 and noNo options were granted for the three month period ending May 31, 2016.

Video Display Corporation and Subsidiaries

2018 with 200,000 options granted during the three month period ended May 31, 2017

2017.

Stock Repurchase Program

The Company has a stock repurchase program, pursuant to which it had been authorized to repurchase up to 2,632,500 shares of the Company’s common stock in the open market. On January 20, 2014, the Board of Directors of the Company approved aone-time continuation of the stock repurchase program, and authorized the Company to repurchase up to 1,500,000 additional shares of the Company’s common stock in the open market. There is no minimum number of shares required to be repurchased under the program.

For the quartersquarter ending May 31, 20172018, the Company repurchased 8,858 shares at an average cost of $1.12 per share and for the quarter ending May 31, 2016,2017, the Company did not purchase any shares of the Video Display Corporation stock. Under the Company’s stock repurchase program, an additional 502,644490,186 shares remain authorized to be repurchased by the Company at May 31, 2017.2018.

Note 10. – Income Taxes

The effectiveDue to the Company’s overall and historical net loss position, no income tax rateexpense was reported for the three months ended May 31, 2017 and 2016 was (2.7%) and (2.6%) respectively. The Company lost $0.3 and $0.4 million dollars for the quartermonth period ending May 31, 2017 and May 31, 2016, respectively, which resulted in a tax expense of2018 with only $7 thousand and $10 thousand in Kentucky state taxesreported for the Lexel Imaging subsidiary, respectively.comparable period in the prior period. Due to thecontinued losses reported by the Company, a full valuation allowance was allocated to the deferred tax asset created by the loss. The net effect of this allowance was to have zero Federalthese losses. Income tax expense forreported during the quarter endedthree month period ending May 31, 2017 and May 31, 2016, respectively.resulted from state taxes owed related to the Lexel Imaging subsidiary which is located in Kentucky, due to profitability reported related to Lexel in 2017 with no offsetting state net operating losses. There was no similar income tax expense reported for fiscal 2018 due to net operating losses generated by Lexel.

Note 11. – Legal Proceedings

The Company is involved in various legal proceedings related to claims arising in the ordinary course of business.

On May 19, 2017, Lexel Imaging’s Chapter 11 Bankruptcy case was dismissed upon approval of a settlement agreement between Lexel Imaging (Lexel) and its landlord, Alidade Bull Lea, LLC (Alidade). The settlement agreement requires Lexel to surrender possession of the rental property on or before September 30, 2017 and remit to Alidade all past due rent of approximately $232 thousand. Lexel is also required to make payments totaling $100 thousand into an escrow account by July 28, 2017. These funds will be held by Alidade’s counsel until full and timely compliance with the settlement agreement are met, at which time the funds will be returned to Lexel.

The settlement agreement also stipulates certain events of default for non-compliance. Events of default include, but are not limited to the following; 1) failure to make timely payment of back owed rent, escrow payments, and ongoing monthly rents through the exit date, 2) failure to enter into a new lease agreement or asset purchase agreement for all or substantially all of Lexel’s assets, with an unaffiliated third party on or before June 30, 2017, and 3) failure to vacate the property as defined.

In the event management’s intentions are determined to be a violation of the above settlement agreement, it is at least reasonably possible that Lexel could incur: 1) losses of $100 thousand related to forfeiture of the escrow deposit, 2) costs of $200 thousand for the civil judgment, 3) additional legal fees incurred by Alidade related to enforcement of the settlement agreement (while foregoing remedies), and 4) subjection to eviction from the property causing significant interruption to business operations, which includes inventory of $2.1 million as of May 31, 2017. While management believes its relocation plans are appropriate under the settlement agreement, they can provide no assurance that their actions will not trigger a default under the settlement agreement, as noted above.

Note 12. – Subsequent Events

On June 15, 2017 Lexel Imaging signed a new five (5) year lease with Honeyhill Properties, LLC, satisfying one of the stipulations of the settlement agreement as part of its dismissal from bankruptcy.

On June 22, 2017 Lexel Imaging completed the sale of certain assets for $1.3 million. The Company will continue to operate the remainder of Lexel Imaging and expects to continue to be profitable once its move is completed into the new facility. Although the subsidiary’s revenues will decrease due to the sale, the division has taken measures to also reduce the cost structure of the business including lowering fixed costs by over $600 thousand per year with the new five (5) lease it signed with Honeyhill Properties and adjusting the workforce for the anticipated level of business. Lexel will continue to manufacture CRTS and will focus on its core lines of business. Therefore, Lexel Imaging will continue to be included in continuing operations.

Video Display Corporation and Subsidiaries

May 31, 20172018

On July 3, 2017 Video Display Corporation and Ordway Properties, LLC purchased Honeyhill Properties, LLC (LLC) for $1.5 million. Video Display Corporation purchased a thirty-three percent (33%) ownership interest in the LLC for $500 thousand. The LLC is the owner of the property at 510 Henry Clay Blvd. in Lexington, KY. The land and building are the only assets of the LLC. The building has two tenants, Lexel Imaging and another business owned by the previous owner of the LLC. As part of the purchase agreement for the LLC, the affiliated company of the seller was granted two years of free rent.

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 condensed consolidated financial statements and with the Company’s 20172018 Annual Report to Shareholders, which included audited condensed consolidated financial statements and notes thereto as of and for the fiscal year ended February 28, 2017,2018, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Video Display Corporation and Subsidiaries

May 31, 2018

Overview

The Company manufactures and distributes a wide range of display devices, encompassing, among others, industrial, military, medical, and simulation display solutions. The Company is comprised of one segment – segment—the manufacturing and distribution of displays and display components. The Company is organized into fourfive interrelated operations aggregated into one reportable segment.

During fiscal 2018,2019, management of the Company is focusing key resources on strategic efforts to grow its business through internal sales of the Company’s more profitable product lines and reduce expenses in all areas of the business to bring its cost structure in line with the current size of the business. During the quarter ended May 31, 2017, the expenses of the Company did increase over last year. See below in “Liquidity”. Challenges facing the Company during these efforts include:

LiquidityLiquidity- – The accompanying interim condensed consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. TheEven though the Company reported net income for the period ending May 31, 2018 and a slight increase in working capital and liquid assets for the three month period, the Company has sustained losses for each of the last three fiscal years and has seen overall a decline in both its working capital and liquid assets during this time. Lossesthree year period. Annual losses over this time are due to a combination of decreasing revenues across allcertain divisions without a commensurate reduction of expenses. The Company’s working capital and liquid asset position are presented below (in thousands) as of May 31, 20172018 and February 28, 2017:2018:

Video Display Corporation and Subsidiaries

May 31, 2017

Management has implemented a plan to improve the liquidity of the Company. The Company has been fulfilling a plan to increase revenues at all the divisions, each structured to the particular division which has resulted with an increase in the current backlog and growth in revenues. Operating costs increased during the quarter ended May 31, 2017 due to $133 thousand in legal fees related to the Lexel bankruptcy settlement agreement and formalizing an agreement to sell certain assets of Lexel. The Company has reduced other expenses at the divisions, as well as at the corporate location with the expectation that further decreases can be achieved. The completion ofCompany has completed the merger of the two Florida businesses into one facility and the relocation of Lexel Imaging into a new facility havefacility. These changes are projected to realize annual savings of approximately $500 thousand per year. Management continues to explore options to monetize certain long-term assets of the business. If additional and more permanent capital is required to fund the operations of the Company, no assurance can be given that the Company will be able to obtain the capital on terms favorable to the Company, if at all.

Video Display Corporation and Subsidiaries

May 31, 2018

The ability of the Company to continue as a going concern is dependent upon the success of management’s plans to improve revenues, the operational effectiveness of continuing operations, to liquidate the subsidiary noted above, the procurement of suitable financing, or a combination of these. The uncertainty regarding the potential success of management’s plan create substantial doubt about the ability of the Company to continue as a going concern.

Inventory management – The Company’s business units utilize different inventory components than the divisions had in the past. The Company has a monthly reserve at each of its divisions to offset any obsolescence although most purchases are for current orders, which should reduce the amount of obsolescence in the future. The Company still has CRT inventory in stock and component parts for legacy products, although it believes the inventory will be sold in the future, will continue to reserve for any additional obsolescence. Management believes its inventory reserves at May 31, 20172018 and February 28, 20172018 are adequate.

Results of Operations

The following table sets forth, for the three months ended May 31, 20172018 and 2016,2017, the percentages that selected items in the Interim Condensed Consolidated Income Statements of Operations bear to total sales:

Video Display Corporation and Subsidiaries

May 31, 2017

Net sales

Consolidated net sales increased 5.0%3.2% for the three months ended May 31, 20172018 compared to the three months ended May 31, 2016.2017. The Company’s AYON Visual SolutionsCyber Security division was up 235%176% or $0.5$0.8 million for the quarter from last year’s quarter. TheirThe division’s success is a combination of new business is project driven and they completedrepeat orders from several customers acquired in recent years. The division also has a couplestrong backlog of projects in the first quarter. They have completed all of their current projects and presently are bidding and seeking new projects.over $3.0 million. The Display Systems division was downup by 12.8%125% for the quarter or $0.1$1.0 million, due primarily to supply programs with major customers who are refreshing the projects with new enhancementsenhancements. This division also has a strong backlog of over $2.5 million. The other increase in sales

Video Display Corporation and had no ordersSubsidiaries

May 31, 2018

was from the Company’s new keyboard division, which posted sales of $0.4 million. The Company acquired this quarter. Thecompany in October of 2017. This division is working with customers with projects expected to begin shipping in third and fourth quartercontinue at this year, similar to last year.level of sales each quarter. The Data Display division showed a decrease of 12.5%74% due to decreases throughout their customer base, and the completion of a large long term order with a foreign customer by the Lexel division, and the sale of certain assets of the Lexel division. The Lexel division will expect less revenues going forward as certain assets and business were sold in June, 2017. The Data division should have steady business driven by their number one customer’s orders for replacement CRTs for their simulators. AYON Cyber Security’sVisual Solution’s (AVS) sales increaseddecreased by 13.3%84% or $56 thousand.$0.6 million. This division’s sales are primarily driven by large contracts. It had none in the quarter ending May 31, 2018 and had competed one in the first quarter last. The division’s primary supplier was sold to a competitor of the Company, so the future of this division is expected to exceed last year’s results foruncertain. AVS does have a certain amount of potential business in the remainder of the year due to their large backlog of over $3.0 million and expected new orders from the current customer base and addition of new customers. Last year’s sales for this division were $1.7 million. Their current backlog is nearly double all of the last fiscal year’s business.works.

Gross margins

Consolidated gross margins were increased both as a percentage to sales (15.3%(24.8% to 11.2%15.3%) and actual dollars ($597996 thousand to $416$597 thousand) for the three months ended May 31, 20172018 compared to the three months ended May 31, 2016.2017.

Three ofThe two Florida divisions performed well as the move to one facility is showing results. Both divisions showed an increaselarge increases in both their gross margin percentage. AYON Visual Solutions increased 444.2% with a $181 thousand increasepercentage to sales and in gross margins for the comparable quarter based on completing two large projects.actual dollars. AYON Cyber Security increased 103.4% with a $294 thousand increase duegross margin percentage was 46.8% compared to the steady flow of orders for phones and some contract work which was service related. The Data Displays division increased gross margins by 92.9% or $41 thousand on the strength of steady orders from their top customer, a flight simulation company. VDC Display Systems division2.0% and the Lexel Imaging division both had a decrease in gross margins primarily duemargin dollars were $616 thousand compared to lower revenues. The Company is moving AYON Cyber Security and merging it with VDC Display Systems to control costs. Each of these divisions are expected to improve their results as the year progresses, AYON as it ships against its $3.0 million backlog and VDC Display Systems due to upcoming orders they have been pursuing. Both will benefit from economies of scale once they are both in the same facility.

Operating expenses

Operating expenses increased by 5.8% or $62$10 thousand for the three months ended May 31, 20172018 compared to the three months ended May 31, 2016.2017. VDC Display Systems gross margin percentage was 18.6% compared 3.9% and the gross margin dollars were $321 thousand compared to $30 thousand for the three months ended May 31, 2018 compared to the three months ended May 31, 2017. The increasenew keyboard division, Unicomp, had $157 thousand of gross margin dollars or 43.8% to sales.

The other two divisions had an erosion of margins due to poor sales as discussed in the sales section above. The Data Display division was down $457 thousand in gross margin dollars and the AYON Visual Solution (AVS) division was down $197 thousand. The Data Division is expected to do better in the next quarter.

Operating expenses

Operating expenses decreased by 2.9% or $33 thousand for the three months ended May 31, 2018 compared to the three months ended May 31, 2017. The decrease was due to legal expenses of $133 thousand associated with the

Video Display Corporation and Subsidiaries

May 31, 2017

bankruptcy proceedings with Lexel Imaging and the legal expenses for the sale of certain assets of Lexel Imaging. These expenses are non-recurring.Imaging in the first quarter last year offset by higher engineering salaries at AYON Cyber Security. The Company expects to continue to reducecontrol costs while increasing revenues with the completion of the consolidation of its two Florida businesses to one location and the move of Lexel Imaging to a much lower cost facility. Both businesses have completed their moves.

Interest expense

Interest expense was $6 thousand for the quarter ending May 31, 2018 and $4 thousand for the quarter ending May 31, 2017 and $22 thousand for the quarter ending May 31, 2016.2017. The interest expense is related to the line of credit with the bank, the balance owed on a building the Company owns in Pennsylvania and the interest on the margin balance in the Company’s investment account, which is a 2% rate.

Video Display Corporation and Subsidiaries

May 31, 2018

Other Income/ expense

For the three months ended May 31, 2018, the Company earned $113 thousand on royalties, $33 thousand on the gain on the sale of equipment, $35 thousand in rental income, and $11 thousand in other, offset by losses in investments of $38 thousand. For the three months ended May 31, 2017, the Company earned $208 thousand on royalties and $34 thousand in rental income. For the three months ended May 31, 2016, the Company earned $173 thousand in royalty income and rental income of $30$34 thousand.

Income taxes

The effectiveDue to the Company’s overall and historical net loss position, no income tax rateexpense was reported for the three months ended May 31, 2017 and 2016 was (2.7%) and (2.6%) respectively. The Company lost $0.3 and $0.4 million dollars for the quartermonth period ending May 31, 2017 and May 31, 2016, respectively, which resulted in a tax expense of2018 with only $7 thousand and $10 thousand in Kentucky state taxesreported for the Lexel Imaging subsidiary, respectively.comparable period in the prior period. Due to thecontinued losses reported by the Company, a full valuation allowance was allocated to the deferred tax asset created by the loss. The net effect of this allowance was to have zero Federalthese losses. Income tax expense forreported during the quarter endedthree month period ending May 31, 2017 and May 31, 2016, respectively.resulted from state taxes owed related to the Lexel Imaging subsidiary which is located in Kentucky, due to profitability reported related to Lexel in 2017 with no offsetting state net operating losses. There was no similar income tax expense reported for fiscal 2018 due to net operating losses generated by Lexel.

Liquidity and Capital Resources

The accompanying interim condensed consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. TheEven though the Company reported net income for the period ending May 31, 2018 and a slight increase in working capital and liquid assets for the three month period, the Company has sustained losses for each of the last three fiscal years and has seen overall a decline in both its working capital and liquid assets during this time. Thesethree year period. Annual losses wereover this time are due to a combination of lowdecreasing revenues at allacross certain divisions without a commensurate reduction of expenses. During the year ended February 28, 2017, the Company operated using cash from operations of $1.1 million, which was primarily generated from a $1.0 net loss. During the quarter ended May 31, 2017 operational cash flows provided $0.1 million. Related to these operational results theThe Company’s working capital and liquid asset position are presented below (in thousands) as of May 31, 20172018 and February 28, 2017:2018:

Management has implemented a plan to improve the liquidity of the Company. The Company has been implementingfulfilling a plan to increase revenues at all the divisions, each structured to the particular division which has resulted with an increase in the current backlog and growth in revenues. The Company has reduced other expenses at the divisions, as well as at the corporate location with the expectation that expenses willfurther decreases can be decreased even more with the completion ofachieved. The Company has completed the merger of

Video Display Corporation and Subsidiaries

May 31, 2017

the two Florida businesses into one facility and the plant moverelocation of the Lexel Imaging facility into a new facility at an estimatedfacility. These changes are projected to realize annual savings of approximately $500 thousand per year. Management continues to explore options to monetize certain long-term assets of the business, including the sale of certain assets of its Lexel Imaging subsidiary, which was finalized in June, 2017.business. If additional and more permanent capital is required to fund the operations of the Company, no assurance can be given that the Company will be able to obtain the capital on terms favorable to the Company, if at all.

The ability of the Company to continue as a going concern is dependent upon the success of management’s plans to improve revenues, the operational effectiveness of continuing operations, to liquidate the subsidiary noted above, the procurement of suitable financing, or a combination of these. The uncertainty regarding the potential success of management’s plan create substantial doubt about the ability of the Company to continue as a going concern.

Video Display Corporation and Subsidiaries

May 31, 2018

Cash used by operations for the three months ended May 31, 2018 was $0.3 million. The net earnings from operations was $0.1 million and adjustments to reconcile net income to net cash were $0.1 million including inventory reserves, depreciation andnon-cash charges for share based compensation. Changes in working capital used $0.5 million, primarily due to an increase in accounts receivable of $1.1 million and a decrease in customer deposits of $0.2 million, offset by a decrease in accounts payable of $0.6 million, and an increase in billings in excess of costs of $0.2 million. Cash used by operations for the three months ended May 31, 2017 was negligible. The net loss from operations was $0.3 million and adjustments to reconcile net loss to net cash were $0.2 million including inventory reserves, depreciation and non-cash charges for share based compensation. Changes in working capital provided $0.1 million, primarily due to a decrease in accounts receivable of $1.0 million, smaller adjustments totaling $0.1 million, offset by a decrease in accounts payable of $0.4 million, a decrease in customer deposits of $0.4 million and a decrease in inventory of $0.1 million. Cash used by operations for the three months ended May 31, 2016 was $0.3$0.0 million.

Investing activities provided $0.1million. $0.5$0.2 million. $1.1 million was used for the purchase of investment securities offset by $0.6$0.9 million for the sale of investment securities for the three months ended May 31, 2017.2018. Investing activities usedprovided cash of $0.1 million due to the capital expenditures for the Cocoa building during the three months ended May 31, 2016.2017.

Financing activities were negligibleprovided $0.2 million for the quarter ended May 31, 2017.2018. The sale of an LLC provided $0.2 million and a loan from the Company’s CEO provided another $0.4 million. This was offset by repayments to the line of credit of $0.2 million and repayment of margin borrowing in the Company’s investment account of $0.1 million. Financing activities provided $0.8 million primarily due to the proceeds from related party loan of $0.9 million offset by the repayment of $0.1 million to the CEOwere negligible for the three months ended May 31, 2016.2017.

The Company has a stock repurchase program, pursuant to which it has been authorized to repurchase up to 2,632,500 shares of the Company’s common stock in the open market. On January 20, 2014, the Board of Directors of the Company approved aone-time continuation of the stock repurchase program, and authorized the Company to repurchase up to 1,500,000 additional shares of the Company’s common stock on the open market, depending on the market price of the shares. There is no minimum number of shares required to be repurchased under the program.

For the quarters endedquarter ending May 31, 2018, the Company repurchased 8,858 shares at an average cost of $1.12 per share and for the quarter ending May 31, 2017, and May 31, 2016, the Company did not repurchasepurchase any shares.shares of the Video Display Corporation stock.    Under the Company’s stock repurchase program, an additional 502,644490,186 shares remain authorized to be repurchased by the Company at May 31, 2017.2018.

Critical Accounting Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon the Company’s interim condensed consolidated financial statements. These interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. These principles require the use of estimates and assumptions that affect amounts reported and disclosed in the interim condensed consolidated 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, and the sufficiency of the valuation reserve related to deferred tax assets. 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

Video Display Corporation and Subsidiaries

May 31, 2017

reserves when it is apparent that the expected net realizable value of the inventory falls below its carrying amount. Management reviews inventory levels on a quarterly basis. Such reviews include observations of product development trends of the original equipment manufacturers, new products being marketed, and technological advances relative to the product capabilities of the Company’s existing inventories. Management believes its inventory reserves at May 31, 20162018 and February 29, 20162018 are adequate.

Video Display Corporation and Subsidiaries

May 31, 2018

Revenue Recognition

Effective March 1, 2018 we adopted Accounting Standards Update (“ASU”)No. 2014-09,Revenue from Contractswith Customers and the additional related ASUs (ASC “606”), which replaces existing revenue guidance and outlines a single set of comprehensive principles for recognizing revenue under GAAP. These standards provide guidance on recognizing revenue, including a five-step method to determine when revenue recognition is appropriate. ASC 606 provides that revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We generally satisfy performance obligations upon delivery of the product or service to the customer. This is consistent with the time in which the customer obtains control of the product or service. In certain cases, we recognize revenue using thepercentage-of-completion method of accounting. Based on the salenature of products when the products are shipped, all significant contractual obligations have been satisfied, and the collection of the resulting receivable is reasonably assured. The Company’s delivery term typically is F.O.B. shipping point.

In accordance with ASC 605-45 “Revenue Recognition: Principal Agent Considerations”, shipping and handling fees billed to customers are classified in net sales in the consolidated income statements. Shipping and handling costs incurred are classified in selling and delivery in the consolidated income statements.

A portion of the Company’sprovided or services performed, revenue is derived from contracts to manufacture simulation systems to a buyers’ specification. These contractsrecognized as costs are accounted for under the provisions of ASC 605-35 “Revenue Recognition:Construction-Type and Production-Type Contracts”. These contracts are fixed-price and cost-plus contracts and are recorded on theincurred (the percentage of completion basis usingcost to cost method). We elected the ratio of costs incurredmodified retrospective method upon adoption with no impact to estimated total costs at completion as the measurement basis for progress toward completion andopening retained earnings or revenue recognition. Any losses identified on contracts are recognized immediately. Contract accounting requires significant judgment relative to assessing risks, estimating contract costs and making related assumptions for schedule and technical issues. With respect to contract change orders, claims, or similar items, judgment must be used in estimating related amounts and assessing the potential for realization. These amounts are only included in contract value when they can be reliably estimated and realization is probable.reported.

Other Loss Contingencies

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.

Income Taxes

Deferred income taxes are provided to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of May 31, 20172018 and February 28, 20172018 the Company has established a valuation allowance of $7.5$5.8 million and $7.4 million, respectivelyfor both periods on the Company’s current andnon-current deferred tax assets.

Video Display Corporation and Subsidiaries

May 31, 2017

The Company accounts for uncertain tax positions under the provisions of ASC 740, which contains atwo-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company’s tax positions and tax benefits, which may require periodic adjustments. At May 31, 2017,2018, the Company did not record any liabilities for uncertain tax positions.

Recent Accounting Pronouncements

In May, 2014, the FASB issued Accounting Standards Update No. (ASU) ASU2014-09,“Revenue with Contracts from Customers”.ASU 2014-09 clarifies the principles which created a single, comprehensive revenue recognition model for recognizing revenue and develops a common revenuefrom contracts with customers. The standard for U.S. GAAP and International Financial Reporting Standards (“IFRS”) . The new guidance (i) removes inconsistencies, and weaknesses in revenue requirements, (ii) provides a more robust framework for addressing revenue issues, (iii) improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, (iv) provides more useful information to users of financial statements through improved disclosure requirements, and (v) simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The guidance iswas effective for interim and annual reporting periods beginning after December 15, 2016 including interim periods within that reporting period; however,2017 and may be adopted either retrospectively or on a one year delay has been approvedmodified retrospective basis. ASU2014-09 did not result in a significant change in the judgement or timing associated with the issuancerecognition of ASU 2015-14“Revenue with Contractsrevenue from Customers”.the sale of the Company’s products or services. The Company is still evaluating the effects that the adoption of this update will haveadopted ASU2014-09 on the Company’s consolidated financial position or results of operations.

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”. ASU 2015-11 requires an entity to measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. The guidance is effectiveMarch 1, 2018. See Note 1 for annual reporting periods beginning after December 15, 2016 and related interim periods. Early adoption is permitted. The adoption of this standard did not have a material effect on its consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”.ASU 2015-17 requires deferred tax assets and liabilities, along with related valuation allowances, to be classified as noncurrent on the balance sheet. Each tax jurisdiction will now only have one net noncurrent deferred tax asset or liability. The new guidance does not change the existing requirement that prohibits offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The adoption of this standard did not have a material effect on its consolidated financial statements.additional information.

In February 2016, the FASB issued ASU2016-02,“Leases” “Leases”. ASU2016-02 increases transparency and comparability among organizations by requiring entities to recognize lease assets and lease liabilities on the balance sheet and disclose key information about the lease arrangements. The guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted. The Company is in the process of evaluating the impact of this guidance on the Company’s consolidated financial statements.

Subsequent Events

On June 15, 2017 Lexel Imaging signed a new five (5) year lease with Honeyhill Properties, LLC, satisfying one of the stipulations of the settlement agreement as part of its dismissal from bankruptcy.

On June 22, 2017 Lexel Imaging completed the sale of certain assets for $1.3 million. The Company will continue to operate the remainder of Lexel Imaging and expects to continue to be profitable once its move is completed to the new facility. Although the subsidiary’s revenues will decrease due to the sale, the division has taken measures to also reduce the cost structure of the business including lowering fixed costs by over $600 thousand per year with the new five (5) lease it signed with Honeyhill Properties and adjusting the workforce for the anticipated level of business.

Video Display Corporation and Subsidiaries

May 31, 20172018

On July 3, 2017 Video Display Corporation and Ordway Properties, LLC purchased Honeyhill Properties, LLC (LLC) for $1.5 million. Video Display Corporation purchased a thirty-three percent (33%) ownership interest in the LLC for $500 thousand. The LLC is the owner of the property at 510 Henry Clay Blvd. in Lexington, KY. The land and building are the only assets of the LLC. The building has two tenants, Lexel Imaging and another business owned by the previous owner of the LLC. As part of the purchase agreement for the LLC, the affiliated company of the seller was granted two years of free rent.

Forward-Looking Information and Risk Factors

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. These risks and uncertainties, which are included under Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form10-K for the year ended February 28, 20172018 could cause actual results to differ materially.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company’s primary market risks include changes in technology. The Company operates in an industry which is continuously changing. Failure to adapt to the changes could have a detrimental effect on the Company.

ITEM 4. CONTROLS AND PROCEDURES

Our disclosure controls and procedures (as defined in Exchange ActRule 13a-15(e)) are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, such as this quarterly report onForm 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Our chief executive officer and chief financial officer have conducted an evaluation of the effectiveness of our disclosure controls and procedures as of May 31, 2017.2018. We perform this evaluation on a quarterly basis so that the conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our annual report onForm 10-K and quarterly reports onForm 10-Q. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of May 31, 2017.2018.

Changes in Internal Controls

There have not been any changes in our internal controls over financial reporting (as such term is defined inRules 13a-15(f) and 15d-15(f)and15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Video Display Corporation and Subsidiaries

May 31, 20172018

PART II

None.

Information regarding risk factors appears under the caption Forward-Looking Statements and Risk Factors in Part I, Item 2 of this Form10-Q and in Part I, Item 1A of our Annual Report on Form10-K for the fiscal year ended February 29, 2016.28, 2018. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form10-K.

None.

None.