UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~For the Quarterly Period Ended November 30, 2023.~~

For the Quarterly Period Ended May 31, 2024.

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~For the Transition Period From _________________ to ________________________~~

For the Transition Period From _________________ to ________________________

Commission File Number 0-13394

VIDEO DISPLAY CORPORATION

(Exact name of registrant as specified on its charter)

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

5155 KING STREET, COCOA, Florida 32926

(Address of principal executive offices)

800-241-5005

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, no par value

VIDE

OTCMKTS

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 has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ~~large~~“emerging ~~accelerated~~growth ~~filer~~company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ Smaller reporting company ☑ Emerging growth company ☐

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 ~~Secction~~Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐

As of ~~November~~May 3031, ~~2023~~2024, the registrant had 5,878,290 shares of Common Stock outstanding.

Video Display Corporation and Subsidiaries

Index

			Page
PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements.	3
		Interim Condensed Consolidated Balance Sheets – November 30, 2023 (unaudited) and February 28, 2023	3
		Interim Condensed Consolidated Balance Sheets – May 31, 2024 (unaudited) and February 29, 2024	3
		Interim Condensed Consolidated Statements of Operations - Three and nine months ended November 30, 2023 and 2022 (unaudited)	5
		Interim Condensed Consolidated Statements of Operations - Three months ended May 31, 2024 and 2023 (unaudited)	5
		Interim Condensed Consolidated Statements of Shareholders’ Equity (Deficit) - Three and nine months ended November 30, 2023 and 2022 (unaudited)	6
		Interim Condensed Consolidated Statements of Shareholders’ Equity (Deficit) - Three months ended May 31, 2024 and 2023 (unaudited)	6
		Interim Condensed Consolidated Statements of Cash Flows – Nine months ended November 30, 2023 and 2022 (unaudited)	7
		Interim Condensed Consolidated Statements of Cash Flows – Three months ended May 31, 2024 and 2023 (unaudited)	7
		Notes to Interim Condensed Consolidated Financial Statements - (unaudited)	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1413
	Item 3.	Quantitative and Qualitative Disclosure About Market Risk.	2018
	Item 4.	Controls and Procedures.	2018
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings.	21
	Item 1A.	Risk Factors.	21
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21
	Item 3.	Defaults upon Senior Securities.	21
	Item 4.	Submission of Matters to a Vote of Security Holders.	21
	Item 5.	Other Information.	21
	Item 6.	Exhibits.	21
	SIGNATURES		22
	31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 1 – FINANCIAL STATEMENTS

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Balance Sheets (unaudited)

(in thousands)

	November 30,			February 28,
	May 31,			February 29,
	2023			2023
	2024			2024
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	~~136~~63		$	~~400~~169
Accounts receivable, less allowance for doubtful accounts of $3 and $6		640			829
Accounts receivable, less allowance for doubtful accounts of $3 and $3		746			747
Inventories		3,384			2,458
Inventories, net		2,247			2,566
Contract assets		38543			~~280~~341
Prepaid expenses and other current assets		~~244~~92			~~206~~63
Total current assets		43,~~442~~691			43,~~173~~886
Property, plant, and equipment
Buildings		~~799~~753			~~789~~753
Construction in progress		9			9
Machinery and equipment		53,~~415~~515			53,~~384~~515
		6,223			6,182
		4,277			4,277
Accumulated depreciation		(53,~~647~~638	)		(53,~~479~~604	)
Net property, plant, and equipment		~~576~~639			~~703~~673
Right of use assets under operating leases		~~256~~135			~~482~~180
Other noncurrent assets		-			2
Total assets	$	4,465		$	4,739
Total assets	$	5,274		$	5,360

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)

	November 30,			February 28,
	May 31,			February 29,
	2023			2023
	2024			2024
	(unaudited)
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities
Accounts payable (including related party payables of ($759 and $616: Note 5)	$	1,724		$	1,629
Accounts payable (including related party payables of $188 and $141; Note 5)	$	864		$	927
Accrued liabilities		~~900~~837			~~1,096~~864
Contract liabilities		~~1,083~~734			~~974~~889
Note payable to officers and directors, current (Note 5)		2,~~094~~344			12,~~384~~144
Current maturities of financing lease obligations		-			74
Current operating lease liability		135			180
Current operating lease liabilities		216			313
Total current liabilities		4,914			5,004
Total current liabilities		6,017			5,470
Long-term liability		146			146
Long-term operating lease liabilities		40			169
Total liabilities		5,060			5,150
Total liabilities		6,057			5,639
Shareholders’ Equity (Deficit)
Preferred stock, no par value – 10,000 shares authorized; none issued and outstanding		-			-
Common stock, no par value – 50,000 shares authorized; 9,732 issued and 5,878 outstanding at November 30, 2023, and February 28, 2023		7,293			7,293
Common stock, no par value – 50,000 shares authorized; 9,732 issued and 5,878 outstanding at May 31, 2024, and February 29, 2024		7,293			7,293
Additional paid-in capital		281			281
Retained earnings		78,~~925~~113			8,~~429~~297
Treasury stock, shares at cost; 3,854 at November 30, 2023 and February 28, 2023		(16,282	)		(16,282	)
Treasury stock, shares at cost; 3,854 at May 31, 2024 and February 29, 2024		(16,282	)		(16,282	)
Total shareholders’ equity (deficit)		(~~783~~595	)		(~~279~~411	)
Total liabilities and shareholders’ equity (deficit)	$	54,~~274~~465		$	54,~~360~~739

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

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Statements of Operations (unaudited)

(in thousands, except per share data)

	Three Months Ended November 30,						Nine Months Ended November 30,
	Three Months Ended May 31,
	2023			2022			2023			2022
	2024			2023
Net sales	$	21,~~018~~835		$	1,~~687~~934		$	~~6,943~~		$	~~6,494~~
Cost of goods sold		1,~~429~~219			1,~~392~~307			~~5,097~~			~~4,980~~
Gross profit		~~589~~616			~~295~~627			~~1,846~~			~~1,514~~
Operating expenses
Selling and delivery		183			9284			~~416~~			~~372~~
General and administrative		~~828~~617			~~885~~709			~~2,530~~			~~2,598~~
		1,011			977			2,946			2,970
		800			793
Operating loss		(~~422~~184	)		(~~682~~166	)		~~(1,100~~	)		~~(1,456~~	)
Other income (expense)
Interest income (expense), net		(1	)		(4	)		(4	)		(13	)
Interest expense, net		-			(2	)
Gain on sale of equipment, net		12			-			72			3
Other, net		-			2
Other, net		3			(27	)		528			523
Total other income, net		-			-
		14			(31	)		596			513
Loss from continuing operations before income taxes		(184	)		(166	)
Income (loss) before income taxes		(408	)		(713	)		(504	)		(943	)
Income tax expense		-			-
Income tax expense		-			-			-			-
Net loss from continuing operations	$	(184	)	$	(166	)
Net income (loss)	$	(408	)	$	(713	)	$	(504	)	$	(943	)
Loss from discontinued operations, net of income taxes		-			(131	)
Net income (loss) per share - basic	$	(0.07	)	$	(0.12	)	$	(0.09	)	$	(0.16	)
Net loss	$	(184	)	$	(297	)
Net income (loss) per share - diluted	$	(0.07	)	$	(0.12	)	$	(0.09	)	$	(0.16	)
Net loss per share:
Basic weighted average shares outstanding		5,878			5,878			5,878			5,878
Net loss per share continuing operations-basic	$	(0.03	)	$	(0.03	)
Diluted weighted average shares outstanding		5,878			5,878			5,878			5,878
Net loss per share continuing operations-diluted	$	(0.03	)	$	(0.03	)
Net loss per share discontinued operations-basic		-		$	(0.02	)
Net loss per share discontinued operations-diluted		-		$	(0.02	)
Net loss per share total	$	(0.03	)	$	(0.05	)
Basic weighted average shares outstanding		5,878			5,878
Diluted weighted average shares outstanding		5,878			5,878

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

Video Display Corporation and Subsidiaries

Interim Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

Three ~~and Nine~~ Months Ended ~~November~~May 3031, ~~2023~~2024 and ~~2022~~2023 (unaudited)

(in thousands)

	Common Shares*		Share Amount		Additional Paid-in Capital		Retained Earnings			Treasury Stock			Total Shareholders’ Equity (Deficit)
For the Three Months Ended November 30, 2023
Balance, March 1, 2024		5,878	$	7,293	$	281	$	8,297		$	(16,282	)	$	(411	)
Balance, August 31, 2023 (unaudited)		5,878	$	7,293	$	281	$	8,333		$	(16,282	)	$	(375	)
Net loss		-		-		-		(184	)		-			(184	)
Net loss		-		-		-		(408	)		-			(408	)
Balance, May 31, 2024 (unaudited)		5,878	$	7,293	$	281	$	8,113		$	(16,282	)	$	(595	)
Balance, November 30, 2023 (unaudited)		5,878	$	7,293	$	281	$	7,925		$	(16,282	)	$	(783	)
For the Nine Months Ended November 30, 2023
Balance, February 28, 2023 (audited)		5,878	$	7,293	$	281	$	8,429		$	(16,282	)	$	(279	)
Net loss		-		-		-		(504	)		-			(504	)
Balance, November 30, 2023 (unaudited)		5,878	$	7,293	$	281	$	7,925		$	(16,282	)	$	(783	)
For the Three Months Ended November 30, 2022
Balance, August 31, 2022 (unaudited)		5,878	$	7,293	$	281	$	10,192		$	(16,282	)	$	1,484
Net loss		-		-		-		(713	)		-			(713	)
Balance, November 30, 2022 (unaudited)		5,878	$	7,293	$	281	$	9,479		$	(16,282	)	$	771
For the nine Months Ended November 30, 2022
Balance, February 28, 2022 (audited)		5,878	$	7,293	$	281	$	10,422		$	(16,282	)	$	1,714
Net loss		-		-		-		(943	)		-			(943	)
Balance, November 30, 2022 (unaudited)		5,878	$	7,293	$	281	$	9,479		$	(16,282	)	$	771

*Common shares are shown net of Treasury Shares

	Common Shares*		Share Amount		Additional Paid-in Capital		Retained Earnings			Treasury Stock			Total Shareholders’ Equity (Deficit)

Balance, March 1, 2023		5,878	$	7,293	$	281	$	8,429		$	(16,282	)	$	(279	)

Net loss		-		-		-		(297	)		-			(297	)
Balance, May 31, 2023 (unaudited)		5,878	$	7,293	$	281	$	8,132		$	(16,282	)	$	(576	)

* Common Shares are shown net of Treasury Shares

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)

	Nine Months Ended November 30,
	Three Months Ended May 31,
	2023			2022
	2024			2023
Operating Activities
Net loss	$	(~~504~~184	)	$	(~~943~~297	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities of continuing operations:
Depreciation expense		169			171
Loss from discontinued operations, net of tax		-			131
Amortization of intangible assets		-			97
Depreciation expense		34			47
Non cash lease cost		320			275
Non -cash lease cost		45			43
Gain on sale of equipment		(72	)		(3	)
Other		(3	)		13
Changes in working capital items:
Accounts receivable		~~192~~1			~~(336~~186	)
Inventories		~~(926~~319	)		~~555~~(280	)
Prepaid expenses and other assets		(3629	)		(7166	)
Contract assets		~~242~~(202	)		~~(247~~165	)
Employee retention credit refund receivable		-			333
Operating lease liabilities		(45	)		(43	)
Operating lease liabilities		(320	)		(272	)
Contract liabilities		(155	)		(508	)
Contract liabilities		108			(458	)
Accounts payable and accrued liabilities		(90	)		471
Accounts payable and accrued liabilities		(101	)		217
Net cash used in operating activities of continuing operations		(306	)		(151	)
Net cash used in operating activities		(931	)		(669	)
Investing Activity
Investing Activities
Capital expenditures		-			(3	)
Capital expenditures		(41	)		(44	)
Net cash used in investing activity of continuing operations		-			(3	)
Proceeds from sale of equipment		72			3
Net cash provided by (used in) investing activities		31			(41	)
Financing Activities
Repayments on lease financing		~~(74~~-	)		(7824	)
Proceeds from loans with officers and directors		~~710~~200			~~826~~80
Net cash provided by financing activities		636			748
Net cash provided by financing activities of continuing operations		200			56
Net change in cash and cash equivalents		(264	)		38
Discontinued Operations
Cash and cash equivalents, beginning of year		400			245
Operating activities		-			(70	)
Cash and cash equivalents, end of period	$	136		$	283
Investing activities		-			10
Non-cash Investing Activities:
Financing activities		-			-
ROU assets obtained in exchange for operating lease liabilities	$	94		$	-
Net cash provided by (used in) discontinued operations		-			(60	)
Net change in cash and cash equivalents		(106	)		(158	)
Cash and cash equivalents, beginning of year		169			361
Cash and cash equivalents, end of period	$	63		$	203

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

Video Display Corporation and Subsidiaries

~~November~~May 3031, ~~2023~~2024

Note 1. – Basis of Presentation of Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Video Display Corporation and its subsidiaries (“Video Display,” the “Company,” “we,” or “us”). All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated balance sheet as of February 2829, ~~2023~~2024, has been derived from audited financial statements. The accompanying unaudited condensed consolidated financial statements as of May 31, 2024, and for the three ~~and nine~~ months ended, ~~November~~May 3031, ~~2023~~2024, and ~~2022~~2023, have been prepared in accordance with (i) accounting principles generally accepted in the U.S. for interim financial information and (ii) the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, such statements do not include all of the information and disclosures required by accounting principles generally accepted in the U.S. for a complete presentation of financial statements. In the opinion of management, all adjustments (including those of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three ~~and nine~~ months ended ~~November~~May 3031, ~~2023~~2024, are not necessarily indicative of the results that may be expected for the year ending February 2928, ~~2024~~2025. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Video Display’s Annual Report on Form 10-K for the year ended February 2829, ~~2023~~2024, filed with the SEC on ~~May~~July 303, ~~2023~~2024.

Note 2. – Going Concern, Banking & Liquidity

The accompanying unaudited 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. The Company reported a net loss and a decrease in working capital for the ~~nine~~three-month period ending ~~November~~May 3031, ~~2023~~2024, primarily due to insufficient revenues in the Company. The Company also had a decrease in liquid assets for the ~~nine~~three- month period primarily as a result of the lack of revenue. The Company has sustained losses for the last four of five fiscal years and has seen overall a decline in working capital and liquid assets during this five -year period. Annual losses over this time are due to a combination of decreasing revenues across the divisions without a commensurate reduction of expenses. The Company’s working capital and liquid asset position are presented below (in thousands) as of ~~November~~May 3031, ~~2023~~2024, and February 2829, ~~2023~~2024:

	November 30, 2023			February 28, 2023
	May 31, 2024			February 29, 2024
Working capital	$	(1,~~575~~223	)	$	(1,~~297~~118	)
Liquid assets	$	~~136~~63		$	~~400~~169

The Company has ~~focused~~intensified onits ~~building~~marketing ~~the~~efforts ~~rugged~~for ~~and~~ruggedized ~~specialty~~displays, ~~display~~specialized ~~business~~displays, atruggedized ~~the Cocoa~~cameras, ~~Florida~~and ~~subsidiary.~~simulation ~~The~~products ~~Company~~to ~~has~~boost ~~four~~revenue. ~~primary~~New ~~display~~products ~~lines~~ in ~~production~~the ~~with~~ruggedized ~~one~~category ~~more~~have ~~expected to be added in fiscal year 2024. There had~~ been ~~some~~developed ~~unforeseen~~and ~~delays~~are ~~causing~~currently ~~two~~under ofdevelopment, ~~these~~including ~~product~~a ~~lines~~new toruggedized becamera, ~~delayed~~HMI ~~in shipping~~displays, ~~but~~and ~~most~~an ofupgraded ~~these~~6.4-inch ~~issues~~communication ~~were~~display ~~resolved~~for ~~with one of~~ the ~~products~~U.S. ~~shipping~~Navy. inThe ~~the~~Company ~~third~~has ~~quarter~~received ~~and~~orders ~~the~~for ~~other~~all isthree ~~expected to ship in the Company’s fourth quarter~~products. ~~All~~Production of these ~~current~~three ~~product~~new ~~lines~~products ~~are~~will ~~repeat~~commence ~~business~~in ~~which should sustain~~ the ~~Company~~next ~~going forward~~quarters. ~~The~~Additionally, the Company iscontinues ~~looking at ways~~ to ~~restructure~~streamline its ~~TEMPEST~~operations ~~business~~and byis ~~focusing~~focused on aincreasing ~~couple~~revenues ofthrough ~~key~~other ~~customers~~initiatives. ~~for~~These ~~the~~initiatives ~~TEMPEST~~include ~~services~~enhancing ~~side~~sales ofand ~~the~~marketing ~~business~~efforts, ~~which~~targeting ~~would~~repeat ~~provide a steady flow of~~ business., ~~The~~and ~~division~~have ~~will~~hired ~~continue~~an toexperienced ~~provide~~Simulation ~~products~~Business toDevelopment ~~existing~~Manager, ~~customers.~~increasing ~~The~~customer ~~Company~~visits, ~~relocated~~participating ~~the~~in ~~corporate~~trade ~~accounting functions to the Cocoa~~shows, ~~Florida~~and ~~location~~conducting ~~which~~email ~~allows~~marketing ~~the~~campaigns ~~Company~~ to ~~become~~promote ~~more~~its ~~efficient~~product ~~and save money on reducing redundant operations~~lines. ~~The former headquarters and distribution center in Tucker, Georgia closed as of March 31, 2022.~~

In order, to assist funding operating activity, the Company’s CEO loaned an additional $200,000 to the company during the first quarter of fiscal year 2025. There is no line of credit outstanding or other financing currently in place other than the note payable with the Company CEO with a balance of $2,343,918. There are no repayment terms related to the loan, however, the Company plans to repay the note within the next twelve months and therefore has classified the loan as a current liability on the condensed consolidated balance sheet as of May 31, 2024.

Video Display Corporation and Subsidiaries

~~November~~May 3031, ~~2023~~2024

In order to assist funding operating activity, the Company’s CEO loaned an additional $710 thousand to the company during the first nine months of fiscal year 2024. There is no line of credit outstanding or other financing currently in place other than the note payable with the Company CEO with a balance of $2,094 thousand. There are no repayment terms related to the loan, however, the Company plans to repay the note within the next twelve months and therefore has classified the loan as a current liability on the condensed consolidated balance sheets as of November 30, 2023.

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, the procurement of suitable financing, or a combination of these. The uncertainty regarding the potential success of management’s plan creates substantial doubt about the ability of the Company to continue as a going concern.

Note 3. – Recent Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. This guidance is effective for annual reporting periods beginning after December 15, 2022 for smaller reporting companies, with early adoption permitted. ~~Entities~~This ~~will~~standard ~~apply~~was ~~the~~effective ~~amendments~~for ~~using~~the aCompany ~~modified~~as ~~retrospective approach. The adoption~~ of ~~ASU~~March ~~2016-13~~1, ~~did~~2023 ~~not~~and ~~have~~there awas ~~material~~no impact on ~~its~~the financial statements ~~and~~at ~~related disclosures of the Company~~adoption.

Note 4. -– Inventories

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

	November 30,		February 28,
	May 31,		February 29,
	2023		2023
	2024		2024
Raw materials	$	1,~~869~~005	$	1,~~179~~317
Work-in-process		~~650~~621		~~762~~628
Finished goods		~~865~~621		~~517~~621
	$	32,~~384~~247	$	2,~~458~~566

Video Display Corporation and Subsidiaries

~~November~~May 3031, ~~2023~~2024

Note 5. – Note Payable to Officers and Directors (Related Party Transactions)

The Company increased borrowings by $~~710~~200 thousand to fund working capital needs and owes an additional $~~143~~47 thousand in Company rent for the ~~nine~~quarter ~~months~~ ending ~~November~~May 3031, ~~2023~~2024, that is due to the CEO. The $2,~~094~~344 thousand note contains no repayment terms and is expected to be repaid in fiscal ~~2024~~2025 along with the $~~759~~188 thousand in rent owed. The note payable and rent owed are included in the Company’s ~~condensed~~ consolidated balance ~~sheet~~sheets as of ~~November~~May 3031, ~~2023~~2024, as a note payable to officers and directors and within accounts payable, respectively.

Note 6. – Leases

Operating Leases

The Company leases its office space and manufacturing facilities under an operating lease ~~agreements~~agreement. The base lease ~~terms~~term ~~expire~~expires atin ~~various dates through~~ 2025. While ~~each of~~ the ~~leases~~lease ~~include~~includes renewal options, the Company has only included the base lease term in its calculation of lease assets and liabilities.

Balance sheet information related to the operating ~~leases~~lease is as follows (in thousands):

	November 30, 2023		February 28, 2023
	May 31, 2024		February 29, 2024
Assets
Operating lease right-of-use assets	$	~~256~~135	$	~~482~~180
Liabilities
Current portion of operating lease liabilities	$	216	$	313
Current portion of operating lease liability	$	135	$	180
Noncurrent portion of operating lease liabilities		40	$	169
Total operating lease liability	$	135	$	180
Total operating lease liabilities	$	256	$	482

Operating lease costs are included in Cost of goods sold in the Company’s condensed consolidated statements of operations and totaled approximately $9547 thousand for the three months ended ~~November~~May 3031, ~~2023~~2024, and $~~335~~47 thousand for the ~~nine~~three months ended ~~November~~May 3031, 2023. ~~Operating lease costs were $125 thousand for the three months ended November 30, 2022, and $329 thousand for the nine months ended November 30, 2022.~~

Cash paid for amounts included in the measurement of operating lease liabilities was approximately $9547 thousand ~~and $335~~ for the three months ~~and nine months~~ ended ~~November~~May 3031, ~~2023.~~2024, ~~The Company paid $125 thousand~~ and $~~329~~47 thousand for the three months ~~and nine months~~ ended ~~November~~May 3031, ~~2022~~2023. The Company ~~executed~~did annot ~~extension~~modify onany ~~the~~existing ~~lease~~leases ator ~~the~~execute ~~facility~~any innew ~~Lexington,~~leases KYduring inthe ~~August~~three ~~2023~~months ended May 31, 2024.

Weighted average information associated with the measurement of the Company’s remaining operating lease obligations is as follows:

	November 30, 2023			February 28, 2023
	May 31, 2024				February 29, 2024
Weighted average remaining lease term (in years)	1.0			1.6
Weighted average remaining lease term (years)		0.7				1.0
Weighted average discount rate		6%	%		6%	6	%

The following table summarizes the maturity of the Company’s operating lease liabilities as of May 31, 2024 (in thousands):

FY2025	$	142
Total operating lease payments		142
Less imputed interest		(7	)
Total operating lease liabilities	$	135

Video Display Corporation and Subsidiaries

~~November~~May 3031, ~~2023~~2024

~~The~~Included ~~following~~above ~~table~~is ~~summarizes~~a ~~the~~lease ~~maturity~~for ofmanufacturing and warehouse facilities leased from Southeast Metro Savings, LLC., (entity is controlled by the Company’s chief executive officer) under operating lease ~~liabilities~~expiring asin of2025. ~~November~~Lease 30costs under this lease totaled approximately $47 thousand for the three months ended May 31, ~~2023~~2024, ~~(in~~and ~~thousands):~~$47 thousand for the three months ended May 31, 2023.

FY2024	$	79
FY2025		185
Total operating lease payments		264
Less imputed interest		(8	)
Total operating lease liabilities	$	256

Note 7. – Supplemental Cash Flow Information

Included above are leases for manufacturing and warehouse facilities leased from Southeast Metro Savings, LLC and Honeyhill Properties, LLC (entities which are controlled by the Company’s chief executive officer) under operating leases expiring at various dates through 2025. Lease costs under these leases totaled approximately $47 thousand for the three months and $142 thousand for the nine months ended November 30, 2023. Lease costs under these leases totaled approximately $47 thousand for the three months and $208 thousand for the nine months ended November 30, 2022.

The Company subleases certain of its warehousing space at its Kentucky location. The amount of the sublease is negligible as of November 30, 2023 and totaled approximately $19,000 for the nine months ended November 30, 2022.

Financing Leases

The Company has one financing lease entered into on November 23, 2020 for Tempest testing equipment for $277,000 and is included in machinery and equipment on the condensed consolidated balance sheets as of November 30, 2023 and February 28, 2023. The lease expired on November 30, 2023 and the incremental borrowing rate on the lease is 12.5%.

Balance sheet information related to financing lease is as follows (in thousands):

	November 30, 2023		February 28, 2023
Property, plant & equipment less accumulated depreciation	$	-	$	69
Current portion of financing lease liabilities	$	-	$	74
Noncurrent portion of financing lease liabilities	$		$
Total financing lease liabilities	$	-	$	74

The following table summarizes the maturity of the Company’s finance lease liabilities as of November 30, 2023 (in thousands):

Fiscal Year	Amount
2024	$	-
Total finance lease payments	$	-
Less imputed interest		-
Total finance lease liabilities	$	-

Video Display Corporation and Subsidiaries

November 30, 2023

Note 7 . – Supplemental Cash Flow Information

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

	Nine Months
	Three Months
	Ended November 30,
	Ended May 31,
	2023		2022
	2024		2023
Cash paid for:
Interest	$	4-	$	132

Note 8. – Shareholders’ 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.

The following table sets forth the computation of basic and diluted earnings (loss) per share for the three ~~and nine~~ -month periods ended ~~November~~May 3031, ~~2023~~2024, and ~~2022~~2023 (in thousands, except per share data):

				Weighted		~~Earnings~~
				Average		(Loss)
	Net Income			Common Shares		Per
	Net			Common Shares		Per
	(Loss)			Outstanding		Share
	Loss			Outstanding		Share
Three months ended November 30, 2023
Three months ended May 31, 2024
Basic	$	(~~408~~184	)		5,878	$	(0.0703	)
Effect of dilution:
Options		-			-		-
Diluted	$	(~~408~~184	)		5,878	$	(0.0703	)
Three months ended November 30, 2022
Three months ended May 31, 2023
Basic	$	(713	)		5,878	$	(0.12	)
Basic – continuing operations	$	(166	)		5,878	$	(0.03	)
Effect of dilution:
Diluted – continuing operations		(166	)		5,878		(0.03	)
Options		-			-		-
Basic – discontinued operations		(131	)		5,878		(0.02	)
Diluted	$	(713	)		5,878	$	(0.12	)
Diluted – discontinued operations		(131	)		5,878		(0.02	)
Basic - total	$	(297	)		5,878	$	(0.05	)
Diluted – total	$	(297	)		5,878	$	(0.05	)

1211

Video Display Corporation and Subsidiaries

~~November~~May 3031, ~~2023~~2024

				Weighted
				Average		Earnings (Loss)
	Net			Common Shares		Per
	Income (Loss)			Outstanding		Share
Nine months ended November 30, 2023
Basic	$	(504	)		5,878	$	(0.09	)
Effect of dilution:
Options		-			-		-
Diluted	$	(504	)		5,878	$	(0.09	)
Nine months ended November 30, 2022
Basic	$	(943	)		5,878	$	(0.16	)
Effect of dilution:
Options		-			-		-
Diluted	$	(943	)		5,878	$	(0.16	)

Stock options, debentures, and other liabilities convertible into 140,000 shares, of the Company’s common stock were anti-dilutive and, therefore, were excluded from the May 31, 2024, and 2023 diluted earnings (loss) per share calculations. For the three-month period ended May 31, 2024, and May 31, 2023, there was no expense related to share-based compensation as all options were fully vested. No options were granted for the three-month period ending May 31, 2024, or for the three -month period ended May 31, 2023.

Stock options, debentures, and other liabilities convertible into 200,000 shares of the Company’s common stock were anti-dilutive and, therefore, were excluded for the nine months ended November 30, 2023 and 2022 diluted loss per share calculations. For the three-month and nine -month periods ended November 30, 2023 and November 30, 2022, there was no expense related to share-based compensation as all options were fully vested. No options were granted for the nine- month period ending November 30, 2023 or for the nine -month period ended November 30, 2022.

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 a one-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 ~~nine-months~~quarter ending ~~November~~May 3031, ~~2023~~2024, and ~~November~~May 3031, ~~2022~~2023, the Company did not purchase any shares of the Video Display Corporation stock. Under the Company’s stock repurchase program, an additional 490,186 shares remain authorized to be repurchased by the Company aton ~~November~~May 3031, ~~2023~~2024.

Note 9. – Income Taxes

Due to the Company’s overall and historical net loss position, no income tax expense was reported for the ~~nine~~three- month period ending ~~November~~May 3031, ~~2023~~2024, and ~~November~~May 3031, ~~2022~~2023. Due to continued losses reported by the Company, a full valuation allowance was allocated to the deferred tax asset created by these losses.

Note 10. –Discontinued ~~Legal Proceedings~~Operations

On December 1, 2023, the Company sold their wholly-owned subsidiaries Lexel Imaging Systems, Inc and Unicomp GA LLC to Ordway Properties LLC in a stock deal for $365,000. At the closing, the buyer paid the seller by the reduction of debt shown as rent payable owed by Video Display Corporation to Ordway Properties LLC. The Company recognized a gain on the sale of $370,000.

Both of these companies’ net sales, expenses and net losses are being shown as discontinued operations per ASC 205-20-45 “Reporting Discontinued Operations”. The operating losses and cash flows from these businesses are reflected as discontinued operations in the consolidated financial statements for all periods presented. The Company has reclassified results that were previously included in continuing operations as discontinued operations for these businesses.

The summarized financial information for discontinued operations for the three months ended May 31, 2023, is as follows:

	Three months ending May, 2023

Net sales	$	626
Cost of goods sold		584
Gross profit		42
Operating expenses
General and administrative		183
Total operating expenses		183

Operating (loss) from discontinued operations		(141	)

Other income, net		10

Loss from discontinued operations	$	(131	)

Note 11. – Legal Proceedings

The Company is involved in various legal proceedings related to claims arising in the ordinary course of business. The Company is not currently party to any legal proceedings the result of which management believes is likely to have a material adverse impact on its business, financial position, results of operations or cash flows.

~~Note 11. – Subsequent Events~~12

On December 1, 2023, the Company sold all the outstanding stock and rights to ownership of its subsidiaries Lexel Imaging, Inc. and Unicomp LLC, to Ordway Properties LLC, a related party owned by the Company’s CEO, for the total purchase price of three hundred sixty-five thousand dollars ($365,000) in a non-cash deal. Ordway Properties in exchange for the two subsidiaries forgave $365,000, of rent payable owed by Video Display Corporation. The forgiveness of debt will be other income in the Company's fourth quarter statement of operations.

Video Display Corporation and Subsidiaries

~~November~~May 3031, ~~2023~~2024

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 unaudited interim condensed consolidated financial statements and with the Company's ~~2023~~2024 Annual Report to Shareholders, which included audited consolidated financial statements and notes thereto as of and for the fiscal year ended February 2829, ~~2023~~2024, as well as Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The Company designs, engineers, manufactures, ~~and~~markets, distributes aand ~~wide~~installs ~~range~~technologically ofadvanced display ~~devices,~~products ~~encompassing~~and systems, ~~among~~from ~~others~~basic components to turnkey systems, ~~industrial~~for government, military, aerospace, medical, industrial, and ~~simulation~~commercial ~~display solutions~~organizations. The Company is comprised of one segment - the manufacturing and distribution of displays and display components. The Company is organized into ~~four~~two interrelated operations aggregated into one reportable segment.

● Simulation and Training Products – offers a wide range of projection display systems for use in training and simulation, military, medical, entertainment and industrial applications. ● Cyber Secure Products – offers advanced TEMPEST technology, and EMSEC products. This business also provides various contract services including the design and testing solutions for defense and niche commercial uses worldwide. ● Data Display CRTs– offers a wide range of CRTs for use in data display screens, including computer terminal monitors and medical monitoring equipment. ● Other Computer Products – offers a variety of keyboard products.

~~During~~● ~~fiscal~~Cyber ~~2024,~~Secure ~~management~~Products of– ~~the~~offers ~~Company~~advanced isTEMPEST ~~focusing~~technology, ~~key resources on strategic efforts to grow its business through internal sales of the Company’s more profitable product lines~~ and ~~reduce~~EMSEC ~~expenses~~products. inThis ~~all areas of the~~ business toalso ~~bring~~provides ~~its~~various ~~cost~~contract ~~structure~~services inincluding ~~line with~~ the ~~current~~design ~~size~~and oftesting ~~the~~solutions ~~business.~~for ~~Challenges~~defense ~~facing~~and ~~the~~niche ~~Company~~commercial ~~during~~uses ~~these efforts include:~~worldwide.

~~Liquidity~~During –fiscal 2025, 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. Challenges facing the Company during these efforts include:

Liquidity – The accompanying unaudited 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. The Company reported a net loss and a decrease in working capital for the ~~nine~~three-month period ending ~~November~~May 3031, ~~2023~~2024, primarily due to insufficient revenues in the Company. The Company also had a decrease in liquid assets for the ~~nine~~three- month period primarily as a result of the lack of revenue. The Company has sustained losses for the last four of five fiscal years and has seen overall a decline in working capital and liquid assets during this five -year period. Annual losses over this time are due to a combination of decreasing revenues across the divisions without a commensurate reduction of expenses. The Company’s working capital and liquid asset position are presented below (in thousands) as of ~~November~~May 3031, ~~2023~~2024, and February 2829, ~~2023~~2024:

	November 30, 2023			February 28, 2023
	May 31, 2024			February 29, 2024
Working capital	$	(1,~~575~~223	)	$	(1,~~297~~118	)
Liquid asset	$	136		$	400
Liquid assets	$	63		$	169

14The Company has intensified its marketing efforts for ruggedized displays, specialized displays, ruggedized cameras, and simulation products to boost revenue. New products in the ruggedized category have been developed and are currently under development, including a new ruggedized camera, HMI displays, and an upgraded 6.4-inch communication display for the U.S. Navy. The Company has received orders for all three products. Production of these three new products will commence in the next quarters. Additionally, the Company continues to streamline its operations and is focused on increasing revenues through other initiatives. These initiatives include enhancing sales and marketing efforts, targeting repeat business, and have hired an experienced Simulation Business Development Manager, increasing customer visits, participating in trade shows, and conducting email marketing campaigns to promote its product lines.

Video Display Corporation and Subsidiaries

~~November~~May 3031, ~~2023~~2024

The ~~Company~~ability ~~has~~of ~~focused on building~~ the ~~rugged and specialty display business at the Cocoa, Florida subsidiary. The~~ Company ~~has four primary display lines in production with one more expected~~ to becontinue ~~added~~as ina ~~fiscal~~going ~~year~~concern ~~2024.~~is ~~There~~dependent ~~had~~upon ~~been~~the ~~some~~success ~~unforeseen delays causing two~~ of ~~these~~management’s ~~product~~plans ~~lines~~ to beimprove ~~delayed in shipping~~revenues, ~~but most of these issues were resolved with one of~~ the ~~products~~operational ~~shipping~~effectiveness ~~in the third quarter and the other is expected to ship in the Company’s fourth quarter. All~~ of ~~these~~continuing ~~current~~operations, ~~product lines are repeat business which should sustain~~ the ~~Company~~procurement ~~going forward. The Company is looking at ways to restructure its TEMPEST business by focusing on a couple~~ of ~~key~~suitable ~~customers for the TEMPEST services side of the business~~financing, ~~which~~or ~~would provide~~ a ~~steady~~combination ~~flow~~ of ~~business~~these. The ~~division~~uncertainty ~~will~~regarding ~~continue~~the topotential ~~provide~~success ~~products~~of tomanagement’s ~~existing~~plan ~~customers.~~create ~~The~~substantial ~~Company~~doubt ~~relocated~~about the ~~corporate~~ability ~~accounting~~of ~~functions to~~ the ~~Cocoa, Florida location which allows the~~ Company to ~~become~~continue ~~more efficient and save money on reducing redundant operations. The former headquarters and distribution center in Tucker, Georgia closed~~ as ofa ~~March~~going ~~31, 2022~~concern.

Inventory valuation – Management regularly reviews the Company’s investment in inventories for declines in value and writes down the cost when it is apparent that the expected net realizable value of the inventory falls below its carrying amount. The Company operates in an environment of constantly changing technologies and retains a certain amount of inventory for legacy products for maintenance and replacement capabilities for its customers. The Company maintains inventory on certain products to ensure it has adequate inventory to fulfill orders for transitioning product lines. 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.

Video Display Corporation and Subsidiaries

November 30, 2023

Results of Operations

The following table sets forth, for the three ~~and nine~~ months ended ~~November~~May 3031, ~~2023~~2024, and ~~2022~~2023, the percentages that selected items in the Interim Condensed Consolidated Statements of Operations bear to total sales (amounts in thousands):

	Three Months Ended November 30,						Nine Months Ended November 30,
	Three Months
	2023			2022			2023			2022
	Ended May 31,
	2024						2023
	Amount			%			Amount			%
Net Sales
Simulation and Training (VDC Display Systems)		~~77.5~~1,827	%		6499.26	%		~~73.0~~1,851	%		6595.47	%
Data Display CRT (Lexel and Data Display)		5.7			19.7			9.4			18.7
Cyber Secure Products (AYON Cyber Security)		8			0.4			83			4.3
Cyber Secure Products (AYON Cyber Security)		8.1			4.3			7.0			5.3
Total net sales		1,835			100.0	%		1,934			100.0	%
Other Computer Products (Unicomp)		8.7			11.8			10.6			10.6
Total net sales		100.0	%		100.0	%		100.0	%		100.0	%
Costs and expenses
Cost of goods sold		~~70.8~~1,219	%		8266.54	%		~~73.4~~1,307	%		7667.76	%
Selling and delivery		~~9.1~~183			510.50			~~6.0~~84			54.73
General and administrative		~~41.0~~617			5233.46			~~36.4~~709			4036.07
		120.9	%		140.4	%		115.8	%		122.4	%
		2,019			110.0	%		2,100			108.6	%
Operating loss		(20.9	%)		(40.4	%)		(15.8	%)		(22.4	%)
Operating loss from continuing operations		(184	)		(10.0	)%		(166	)		(8.6	)%
Interest income (expense), net		(0.0	%)		(0.2	%)		(0.1	%)		(0.2	%)
Interest (expense), net		-			0.0	%		(2	)		(0.1	)%
Other income (expense), net		0.7			(1.6	)		8.6			8.1
Other income, net		-			0.0			2			0.1
Income (loss) before income taxes		(20.2	%)		(42.2	%)		(7.3	%)		(14.5	%)
Loss from continuing operations before income taxes		(184	)		(10.0	) %		(166	)		(8.6	) %
Income tax expense		-			-			-			-
Net income (loss)		(20.2	%)		(42.2	%)		(7.3	%)		(14.5	%)
Net loss from continuing operations		(184	)		(10.0	)%		(166	)		(8.6	)%
Loss from discontinued operations, net of income taxes		-			-	%		(131	)		(6.8	)%
Net loss		(184	)		(10.0	)%		(297	)		(15.4	)%

Video Display Corporation and Subsidiaries

May 31, 2024

Net sales

Consolidated net sales ~~increased~~decreased 65.91% for the ~~nine months ended November 30, 2023, and increased 19.6% for the~~ three months ended ~~November~~May 3031, ~~2023~~2024, compared to the ~~nine months and~~ three months ended ~~November~~May 3031, ~~2022~~2023. The ~~Display~~Company’s ~~Systems~~display division ~~was~~decreased ~~up 19~~1.43% for the ~~nine~~three months ended ~~November~~May 3031, ~~2023~~2024, compared to the ~~comparable~~previous ~~period last~~ year. ~~The division has a varied mix of products including ruggedized displays, simulation, projector systems and specialty displays. For the~~ three months ended ~~November~~May 3031, 2023, ~~the~~due ~~Display System division was up 44.5% compared~~ to ~~the~~customer same three months last year. The Company is focused on the ruggedized displays sector of the business, having revenue of approximately $2.8 million of rugged displays in the year. One of the Company’s rugged displays had delays ~~in shipping, and will begin shipping in the Company’s fourth quarter~~. The Company’s AYON Cyber Security ~~(ACS)~~ division ~~increased~~decreased ~~by 42~~90.37% for the ~~nine~~three months ~~ending~~ended ~~November~~May 3031, ~~2023~~2024, ~~compared~~or ~~to the nine months last year,~~ $~~489~~75 thousand this year, $343 thousand last year. The Company’s service side of the cyber business (testing other company’s products for compliance) was their primary revenue source. For the three months ending November 30, 2023, ACS business increased 123.1% compared to the ~~comparable~~same three~~-month~~ ~~period~~months ~~from~~ last year. ~~The~~Scheduling ~~Data~~delays ~~Display division decreased 46.4%~~ and ~~65.8%~~equipment ~~for~~issues ~~the~~were ~~nine months and three months ended November 30, 2023, compared to~~ the ~~same~~primary ~~period~~causes infor the ~~prior~~decreased ~~year due to decreases in the sales of CRTs~~revenue. The ~~demand for CRT products is diminishing as new technologies take its place. The~~ division is ~~exploring~~primarily ~~new~~doing ~~opportunities~~service inwork ~~other industries. The Company’s keyboard division increased 6.2% for the nine months ended November 30, 2023,~~ and ~~was~~testing ~~down 11.7%~~ for ~~three months ended November 30, 2023, respectively compared to the same periods last year~~customers. ~~The division has been slow, but is attempting to get a new marketing strategy in place in an effort to increase sales.~~

Gross margins

Consolidated gross margins increased ~~both~~ as a percentage to sales (2633.6% from 2332.34%) ~~and~~but decreased in actual dollars (by $~~1,846~~11 thousand ~~from~~due ~~$1,514~~to ~~thousand)~~lower sales for the ~~nine~~three months ended ~~November~~May 3031, ~~2023,~~2024 compared to the ~~nine months ended November 30, 2022. For the~~ three months ended ~~November~~May 3031, 2023~~, consolidated gross margins increased as a percentage to sales (29~~.~~2% from 17.5%) and increased actual dollars ($589 thousand from $295 thousand).~~

~~VDC~~The ~~Display Systems gross margin dollars were $1,811 thousand for the nine months ended November 30, 2023 compared to $1,412 thousand, for the the nine months ended November 30, 2022.~~ VDC Display Systems division gross margin percentage ~~also increased from 33.3%~~ to ~~35.7%~~sales ~~for~~and ~~the nine months ended November 30, 2023, compared to the same nine months in 2022. AYON Cyber Security~~ gross margin dollars were ~~$271~~equivalent ~~thousand~~ compared to ~~$72~~last ~~thousand~~year for the ~~nine~~quarter ~~months~~ ended ~~November~~May 3031, ~~2023,~~2024. ~~compared~~VDC toDisplay ~~the~~Systems ~~nine~~sales ~~months~~and ~~ended November 30, 2022. AYON Cyber Security~~ gross ~~margin~~margins ~~percentage~~were ~~increased~~affected toby ~~55.4%~~delay ~~from~~in ~~21.0%~~some ~~for~~orders ~~the~~due ~~nine months ended November 30, 2023 compared~~ to ~~the~~customer ~~same~~request ~~nine-month~~and ~~period~~on inparts ~~2022~~needed ~~due~~ to ~~the~~complete ~~sales mix of primarily service jobs as the material costs were lower~~orders.

16The AYON Cyber Security division had negative gross margins of $1 thousand on service business. The gross margin percentage was a negative 11.3% for the period ended May 31, 2024, compared to 13.1% for the same quarter last year.

Video Display Corporation and Subsidiaries

November 30, 2023

The Data Display division had a negative gross margin of $418 thousand compared to a negative gross margin of $99 for the nine months ended November 30, 2023, and November 30, 2022, respectively. The keyboard division, Unicomp, had $182 thousand of gross margin dollars or 24.8% to sales for the nine months ending November 30, 2023, compared to $129 thousand or 18.7% for the nine months ending November 30, 2022.

Operating expenses

Operating expenses ~~decreased~~increased by 0.89% or $237 thousand for the ~~nine~~three months ended ~~November~~May 3031, ~~2023~~2024, compared to the ~~nine~~three months ended ~~November~~May 3031, ~~2022~~2023. The ~~decrease~~increase was due ~~primarily~~ to the ~~decreased~~increased costs in ~~administrative~~selling expenses., ~~The~~primarily ~~various~~employee ~~expenses~~and ~~have~~contractor ~~changed over the course of the year resulting in a slight decrease~~commissions. The Company ~~expects~~reduced ~~to continue to control~~ costs ~~while increasing revenues~~ in ~~tempest~~administrative ~~services~~expenses, ~~specialized~~primarily ~~displays and ruggedized displays. The Company has been filling vacancies that went unfilled following the pandemic as business conditions have changed. The Company expects costs will stay~~ in ~~line~~outside ~~with~~engineering ~~the~~contract ~~increase in business~~expense.

Operating expenses increased by 3.5% or $35 thousand for the three months ended November 30, 2023, compared to the three months ended November 30, 2022. The increase was due primarily to employee and contractor commissions as the Company increases sales of the rugged displays.

Interest expense

~~Interest~~There ~~expense~~ was $4not ~~thousand~~any interest expense for the ~~nine~~quarter ~~months~~ ended ~~November~~May 3031, ~~2023~~2024, compared to $132 thousand for the ~~nine~~quarter ~~months~~ ended ~~November~~May 3031, ~~2022~~2023. ~~Interest~~The interest expense was $1on ~~thousand for~~ the ~~three~~lease ~~months~~of ~~ended~~TEMPEST ~~November~~equipment ~~30,~~which ~~2023,~~was ~~and~~completed $4on ~~thousand~~December ~~for the three months ended November 30~~1, ~~2022~~2023. ~~Interest expense in fiscal 2024 relates primarily to interest expense on the lease of TEMPEST equipment.~~

Other Income/ ~~expense~~Expense

For the ~~nine~~three months ended ~~November~~May 3031, ~~2023~~2024, the Company ~~had~~did ~~$238~~not ~~thousand~~have inany ~~retention~~other ~~credit~~ income, $284 thousand in a write of prior year deferred salary of the Company CEO, $72 thousand in the sale of fully depreciated assets, $3 thousand in royalty income, $2 thousand for an insurance audit refund and $1 thousand rental income. For the ~~nine~~three months ended ~~November~~May 3031, ~~2022~~2023, the Company ~~received~~had $~~498~~2 thousand infor ~~proceeds~~insurance ~~from~~audit ~~a class action lawsuit, $19 thousand in rental income, $32 thousand in retention credit revenue, $3 thousand on the sale of assets and $4 thousand in interest income~~refund.

For the three months ended November 30, 2023, the Company had $12 thousand in the sale of fully depreciated assets and $3 thousand in royalty income. For the three months ended November 30, 2022, the Company received $2 thousand in rental income and $2 thousand in interest income, offset by $31 thousand for the payment of a lawsuit.

Income taxes

Due to the Company’s overall and historical net loss position, no income tax ~~has~~expense ~~been~~was reported for the three- month period ending May 31, 2024, and May 31, 2023. Due to continued losses reported by the Company, a full valuation allowance ~~has~~was ~~been~~ allocated to the deferred tax asset created by these losses.

1715

Video Display Corporation and Subsidiaries

~~November~~May 3031, ~~2023~~2024

Liquidity and Capital Resources

The accompanying unaudited 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. The Company reported a net loss and a decrease in working capital for the ~~nine~~three-month period ending ~~November~~May 3031, ~~2023~~2024, primarily due to insufficient revenues in the Company. The Company ~~also~~did ~~had~~have a decrease in liquid assets for the ~~nine~~three- month period primarily as a result of the lack of revenue. The Company has sustained losses for the last four of five fiscal years and has seen overall a decline in working capital and liquid assets during this five -year period. Annual losses over this time are due to a combination of decreasing revenues across the divisions without a commensurate reduction of expenses. The Company’s working capital and liquid asset position are presented below (in thousands) as of ~~November~~May 3031, ~~2023~~2024, and February 2829, ~~2023~~2024:

	November 30, 2023			February 28, 2023
	May 31, 2024			February 29, 2024
Working capital	$	(1,~~575~~223	)	$	(1,~~297~~118	)
Liquid assets	$	~~136~~63		$	~~400~~169

Management continues to implement plans to improve liquidity and to increase revenues at all divisions. 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, 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.

Cash used in operations for the ~~nine~~quarter ~~months~~ ended ~~November~~May 3031, ~~2023~~2024, was $0.93 million. Adjustments to net loss ~~of $0.4 million~~ were $0.21 million for depreciation, ~~$0.3~~and ~~million for~~ non-cash lease ~~cost, offset by $0~~costs.1 ~~million for gain on disposal of equipment.~~ Changes in working capital ~~used~~were $0.82 million, and primarily anrelate ~~increase~~to a change in ~~inventory~~contract assets of $0.92 million, a ~~decrease~~change in ~~operating~~contract ~~lease~~ liabilities of $0.32 million, ~~and~~ a ~~decrease~~change in accounts payable of $0.1 million, offset by a ~~decrease~~change in ~~contract~~inventory ~~assets~~ of $0.23 million~~, a decrease in accounts receivables of $0~~.2 ~~million and a decrease in accounts payable and accrued liabilities of $0.1 million.~~ Cash used in operations for the ~~nine~~quarter ~~months~~ ended ~~November~~May 3031, ~~2022,~~2023 was $0.~~7 million. Deductions to net loss were $0.3 million for depreciation and amortization. Changes in working capital were negligible, primarily change in contract assets of $0.~~2 million~~, a change in accounts payables of $0~~.2 million, a change in accounts receivable of $0.3 million and a change in prepaid expenses and other assets of 0.1 million, offset by a change in inventories of $0.5 million, a change in employee retention credit receivables of $0.3 million.

~~Investing~~There ~~activities~~was ~~included~~no ~~$72~~net ~~thousand~~investing ofactivity ~~proceeds from disposal of equipment, offset by $41 thousand of capital expenditures~~ for the ~~nine~~period ~~months~~ ended ~~November~~May 3031, ~~2023~~2024. Investing activities ~~used~~included $4410 thousand of ~~capital expenditures offset by $3 thousand for~~ proceeds offrom ~~disposals~~disposal of equipment for the ~~nine~~period ~~months~~ ended ~~November~~May 3031, ~~2022~~2023, from discontinued operations.

Financing activities provided $~~636~~0.2 ~~thousand~~million ~~for~~from ~~the~~proceeds ~~nine~~from ~~months ended November 30, 2023, as the result of~~ borrowings from the Company CEO offor ~~$710~~the ~~thousand~~period ~~offset~~ended byMay ~~payment~~31, ~~of debt and lease payments of $74 thousand~~2024. Financing activities provided $0.71 million for the ~~nine~~period ~~months~~ ended ~~November~~May 3031, ~~2022~~2023, ~~primarily~~ from proceeds from additional borrowing from the Company’s CEO.

Video Display Corporation and Subsidiaries

November 30, 2023

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 a one-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 ~~nine~~quarter ~~months~~ ending ~~November~~May 3031, ~~2023~~2024, and ~~November~~May 3031, ~~2022~~2023, the Company did not purchase any shares of the Video Display Corporation stock. Under the Company’s stock repurchase program, an additional 490,186 shares remain authorized to be repurchased by the Company asat ofMay ~~November 30~~31, ~~2023~~2024.

Video Display Corporation and Subsidiaries

May 31, 2024

Critical Accounting Policies and 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:

Inventory Valuation

Management regularly reviews the Company’s investment in inventories for declines in value and writes down the cost when it is apparent that the expected net realizable value of the inventory falls below its carrying amount. The Company operates in an environment of constantly changing technologies and retains a certain amount of inventory for legacy products for maintenance and replacement capabilities for its customers. The Company maintains inventory on certain products to ensure it has adequate inventory to fulfill orders for transitioning product lines. 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.

Revenue Recognition

We recognize revenue when we transfer control of the promised products or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We derive our revenue primarily from sales of simulation and video wall systems, cyber secure products, data displays, and keyboards. We exclude sales and usage-based taxes from revenue.

Our simulation and video wall systems are custom-built (using commercial off-the-shelf products) to customer specifications under fixed price contracts. Judgment is required to determine whether each product and service is considered to be a distinct performance obligation that should be accounted for separately under the contract. Generally, these contracts contain one performance obligation (the installation of a fully functional system). We recognize revenue for these systems over time as control is transferred based on labor hours incurred on each project.

We recognize revenue related to our cyber secure products, data displays, and keyboards at a point in time when control is transferred to the customer (generally upon shipment of the product to the customer).

Timing of invoicing to customers may differ from timing of revenue recognition; however, our contracts do not include a significant financing component as substantially all of our invoices have terms of 30 days or less. We are applying the practical expedient to exclude from consideration any contracts with payment terms of one year or less and we never offer terms extending beyond one year.

Video Display Corporation and Subsidiaries

November 30, 2023

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 ~~November~~May 3031, ~~2023~~2024, the Company has established a valuation allowance of $6.4 million on the Company’s deferred tax assets.

The Company accounts for uncertain tax positions under the provisions of ASC 740, which contains a two-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 November 30, 2023, the Company did not record any liabilities for uncertain tax positions.17

~~Forward~~Video -Display ~~Looking~~Corporation ~~Information~~ and ~~Risk Factors~~Subsidiaries

~~This~~May ~~report contains forward-looking statements and information that is based on management’s beliefs~~31, 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 Form 10-K for the year ended February 28, 2023 could cause actual results to differ materially.2024

The Company accounts for uncertain tax positions under the provisions of ASC 740, which contains a two-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, 2024, the Company did not record any liabilities for uncertain tax positions.

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 Form 10-K for the year ended February 29, 2024 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 Act Rule 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 on Form 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 ~~November~~May 3031, ~~2023~~2024. 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 on Form 10-K and quarterly reports on Form 10-Q. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were not effective asdue ofto ~~November~~an ~~30,~~unremediated ~~2023~~material weakness in our internal control over financial as set forth below.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. In connection with management’s assessment of our internal control over financial reporting described above, management concluded that, as of May 31, 2024, a material weakness existed in our internal control over financial reporting.

Our material weakness related to the following control deficiency:

The Company lacks accounting staff with the appropriate level of technical abilities to perform the control activities in the financial statement close process with a sufficient level of precision. Specifically, management had not maintained effective controls over the financial reporting process, including management review controls over key disclosures and financial reporting schedules.

Video Display Corporation and Subsidiaries

May 31, 2024

Remediation of Material Weakness in Internal Control Over Financial Reporting

Management is committed to maintaining a strong internal control environment and is in the process of implementing control deficiency remediation efforts which includes retraining and hiring additional resources to assist with the financial reporting process. The Company believes that these remediation efforts will represent improvements in the related controls. The Company has started to implement these steps, however, some of these steps will take time to be fully integrated and confirmed to be effective and sustainable. Additional controls may also be required over time. Until the remediation steps set forth above are fully implemented and tested, the material weakness described above will continue to exist.

Changes in Internal Controls

There have not been any changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-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.

2019

Video Display Corporation and Subsidiaries

~~November~~May 3031, ~~2023~~2024

PART II

Item 1. Legal Proceedings

Item 1.	Legal Proceedings

	None.

Item 1A.	Risk Factors

	Information regarding risk factors appears under the caption Forward-Looking Information and Risk Factors in Part I, Item 2 of this Form 10-Q and in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended February 29, 2024. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	None.

Item 3.	Defaults upon Senior Securities

	None.

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

	None.

Item 5. Other information None.

Item 1A. Risk Factors

Information regarding risk factors appears under the caption Forward-Looking Information and Risk Factors in Part I, Item 2 of this Form 10-Q and in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended February 28, 2023. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

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

None.

Item 5. Other information

None.

Item 6.

Exhibits

Exhibit Number		Exhibit Description

3(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 February 19, 2015 by and between Registrant (Lessee) and Ordway Properties LLC (Lessor) with respect to premises located at 5155 King Street, Cocoa, FL. (incorporated by reference to Exhibit 10(g) to the Company’s 2015 Annual Report on Form 10-K.)
10(c)		Video Display Corporation 2006 Stock Incentive Plan. (incorporated by reference to Appendix A to the Company’s 2006 Proxy Statement on Schedule 14A)
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

2120

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 thereunto duly authorized.

		~~VIDEO DISPLAY CORPORATION~~	VIDEO DISPLAY CORPORATION
January 12, 2024	By:	/s/ Ronald D. Ordway
July 18, 2024	By:	/s/	Ronald D. Ordway
		~~Ronald D. Ordway~~	Ronald D. Ordway
		~~Chief Executive Officer~~	Chief Executive Officer
July 18, 2024	By:	/s/	Gregory L. Osborn
			Gregory L. Osborn
			Chief Financial Officer

January 12, 2024	By:	/s/ Gregory L. Osborn
		Gregory L. Osborn
		Chief Financial Officer

Filing Compare · VIDEO DISPLAY CORP