<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended AUGUST 31, 1996 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
incorporation or organization Identification No.)
1868 TUCKER INDUSTRIAL DRIVE, TUCKER, GEORGIA 30084
(Address of principal executive offices)
Registrant's telephone number including area code: 770-938-2080
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Class Outstanding at August 31, 1996
- -------------------------- ------------------------------
Common Stock, No Par Value 3,907,413
<PAGE>
VIDEO DISPLAY CORPORATION
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
--------- -----------
Item 1. Financial Statements (unaudited)
Consolidated balance sheets - August 31, 1996
and February 29, 1996 3-4
Consolidated statements of operations -
Fiscal Quarter and Six Months ended
August 31, 1996 and 1995 5
Consolidated statements of shareholders'
equity - Twelve months ended February 29, 1996
and the Six Months Ended August 31, 1996 6
Consolidated statements of cash flows -
Six Months Ended August 31, 1996 and 1995 7-8
Notes to consolidated financial statements -
August 31, 1996 9-11
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 12-15
PART II. OTHER INFORMATION
----- -----------
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults upon its Senior Securities 16
Item 4. Submission of Matters to a Vote of
Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and reports on Form 8-K 16
SIGNATURES
2
<PAGE>
VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
AUGUST 31, February 29,
1996 1996
------------- -------------
UNAUDITED (NOTE A)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents (including
restricted cash of $72,000 and $63,000) $ 1,380,000 $ 1,057,000
Notes and accounts receivable, less
allowance for possible losses of
$139,000 6,139,000 5,039,000
Receivable from affiliates -- 558,000
Note receivable, net of unamortized
discount of $36,000 and $33,000,
respectively (Note C) 144,000 144,000
Inventories:
Raw materials 4,170,000 3,272,000
Finished goods 17,625,000 16,178,000
Prepaid expenses 396,000 276,000
Deferred income taxes 497,000 497,000
----------- ------------
Total current assets 30,351,000 27,021,000
Property, plant and equipment:
Land 435,000 355,000
Buildings 3,903,000 3,606,000
Machinery and equipment 12,748,000 11,862,000
----------- ------------
17,086,000 15,823,000
Accumulated depreciation and amortization (12,005,000) (11,307,000)
----------- ------------
5,081,000 4,516,000
Investments (Note D) 464,000 622,000
Note receivable, net of unamortized
discount of $86,000 and $146,000 and
allowance for possible losses of
$321,000 (Note C) 658,000 730,000
Goodwill, net of accumulated amortization
of $776,000 and $729,000 (Note B) 2,372,000 1,369,000
Other assets 226,000 161,000
----------- ------------
Total assets $39,152,000 $ 34,419,000
=========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
AUGUST 31, February 29,
1996 1996
------------ -------------
UNAUDITED (NOTE A)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable (Note E) $ 9,770,000 $ 9,089,000
Notes payable to officers and
shareholders (Note E) 1,225,000 220,000
Accounts payable 3,134,000 2,457,000
Accrued liabilities 1,925,000 1,878,000
Current maturities of long-term debt
(Note E) 1,384,000 1,381,000
----------- -----------
Total current liabilities 17,438,000 15,025,000
Long-term debt (Note E) 1,694,000 2,340,000
Convertible debentures (Note B) 2,000,000 ---
Deferred income taxes 407,000 403,000
Minority interests 389,000 372,000
Commitments and contingencies (Note F) --- ---
SHAREHOLDERS' EQUITY
Preferred stock, no par value - shares
authorized 2,000,000; none issued and
outstanding --- ---
Common stock, no par value - shares
authorized 10,000,000; issued and
outstanding shares 3,907,000 3,529,000 3,529,000
Additional paid-in capital 81,000 81,000
Retained earnings 14,861,000 13,655,000
Net unrealized gain (loss) on marketable
equity securities (100,000) 200,000
Currency translation adjustments (1,147,000) (1,186,000)
----------- -----------
Total shareholders' equity 17,224,000 16,279,000
----------- -----------
</TABLE>
Total liabilities and shareholders' equity $39,152,000 $34,419,000
=========== ===========
The accompanying notes are an integral part of these statements.
4
<PAGE>
VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Fiscal Quarter and Six Months Ended August 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995 1996 1995
--------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $12,961,000 $11,492,000 $25,059,000 $23,443,000
Cost of goods sold 8,089,000 7,236,000 15,824,000 14,698,000
----------- ----------- ----------- -----------
Gross profit 4,872,000 4,256,000 9,235,000 8,745,000
Operating expenses:
Selling and delivery 1,111,000 1,108,000 2,052,000 2,260,000
General and administrative 2,372,000 2,233,000 4,808,000 4,477,000
----------- ----------- ----------- -----------
3,483,000 3,341,000 6,860,000 6,737,000
Operating profit 1,389,000 915,000 2,375,000 2,008,000
Other income (expense)
Interest expense (331,000) (273,000) (614,000) (565,000)
Other, net (1,000) (58,000) 9,000 (46,000)
----------- ----------- ----------- -----------
(332,000) (331,000) (605,000) (611,000)
Income before minority interest 1,057,000 584,000 1,770,000 1,397,000
Minority interest 9,000 11,000 14,000 12,000
----------- ----------- ----------- -----------
Income before income taxes 1,048,000 573,000 1,756,000 1,385,000
Income taxes 296,000 208,000 550,000 423,000
----------- ----------- ----------- -----------
Net Income $ 752,000 $ 365,000 $ 1,206,000 $ 962,000
=========== =========== =========== ===========
Earnings per share of common stock $ 0.18 $ 0.09 $ 0.30 $ 0.24
=========== =========== =========== ===========
Weighted average shares outstanding 3,986,000 4,017,000 3,986,000 4,017,000
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Twelve Months Ended February 29, 1996 and
the Six Months Ended August 31, 1996
<TABLE>
<CAPTION>
Net Unrealized
Gain (Loss) on
Foreign Concurrent
Currency Additional Marketable
Common Retained Translation Paid In Equity
Stock Earnings Adjustments Capital Securities
----------- ----------- ------------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Balance at February 28, 1995 $3,821,000 $11,876,000 $(1,020,000) -- $ (81,000)
Net earnings for year -- 1,779,000 -- -- --
Contribution of capital from
gain realized on sale of stock
by officer -- -- -- $81,000 --
Repurchase and retirement of
168,000 shares of common stock (292,000) -- -- -- --
Currency translation adjustment -- -- (166,000) -- --
Net unrealized gain on noncurrent
marketable equity securities -- -- -- -- 281,000
---------- ----------- ------------ ---------- ------------
Balance at February 29, 1996 $3,529,000 $13,655,000 $(1,186,000) $ 81,000 $ 200,000
Net income for year to date -- 1,206,000 -- -- --
Currency translation adjustment -- -- 39,000 -- --
Unrealized loss on marketable
equity securities -- -- -- -- (300,000)
$3,529,000 $14,861,000 $(1,147,000) $ 81,000 $ (100,000)
========== =========== =========== ========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
VIDEO DISPLAY CORPORATION
STATEMENTS OF CASH FLOWS
For the Six Months ended August 31,
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 468,000 $ 2,036,000
INVESTING ACTIVITIES
Purchase of property, plant and equipment (262,000) (119,000)
Purchase of investment --- (157,000)
Increase in investments --- 37,000
Teltron acquisition (40,000) -0-
Z-Axis acquisition - cash received 150,000 -0-
(Increase) decrease in other assets (64,000) -0-
----------- -----------
Net cash used in investing activities (216,000) (239,000)
FINANCING ACTIVITIES
Proceeds from long-term debt and
lines of credit 11,426,000 16,231,000
Proceeds on note receivable 90,000 75,000
Payments on long-term debt and
lines of credit (11,283,000) (17,224,000)
Repurchase of common stock --- (291,000)
Contribution of capital from
sale of stock by officer 81,000
Payments on note to shareholder --- -0-
----------- -----------
Net cash used in financing activities 233,000 (1,128,000)
Effect of exchange rates on cash (162,000) 98,000
----------- -----------
Net increase (decrease) in cash 323,000 767,000
Cash, beginning of period 1,057,000 104,000
----------- -----------
Cash, end of period $ 1,380,000 $ 871,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE>
Video Display Corporation
STATEMENTS OF CASH FLOWS
For the Six Months ended August 31,
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
RECONCILIATION OF NET EARNINGS FROM
CONTINUING OPERATIONS TO NET CASH
PROVIDED BY (USED IN) OPERATING
ACTIVITIES
Net earnings from continuing operations $ 1,206,000 $ 962,000
ADJUSTMENTS TO RECONCILE NET EARNINGS
TO NET CASH PROVIDED BY OPERATIONS:
Depreciation and amortization 618,000 912,000
Amortized interest on note receivable (18,000) (21,000)
Decrease in allowance for doubtful accounts --- (2,000)
CHANGES IN OPERATING ASSETS AND LIABILITIES
NET OF EFFECTS FROM ACQUISITIONS:
(Increase) decrease in accounts receivable 140,000 (392,000)
Increase in inventory (1,183,000) (926,000)
(Increase) decrease in prepaid expenses (98,000) 54,000
Increase (decrease) in accounts payable
and accrued expenses (214,000) 1,428,000
Increase in minority interest 17,000 21,000
----------- ----------
NET CASH PROVIDED BY (USED IN) CONTINUING
OPERATIONS $ 468,000 $2,036,000
=========== ==========
NONCASH INVESTING AND FINANCING ACTIVITIES
- ------------------------------------------
Demand note payable issued in conjunction
with Teltron acquisition $ 900,000 ---
Convertible debentures issued in conjunction
with Z-Axis acquisition $ 2,000,000 ---
</TABLE>
The accompanying notes are an integral part of these statements.
8
<PAGE>
VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the accounts of the Company and
its majority owned subsidiaries after elimination of all significant
intercompany accounts and transactions.
Investments in 50% or less-owned affiliated companies are accounted for on the
equity method.
The balance sheet at February 29, 1996 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, the accompanying unaudited consolidated financial
statements reflect all adjustments "consisting of only normal accruals"
necessary to present fairly the Company's consolidated financial position as of
August 31, 1996 and the Consolidated Statement of Earnings for the six months
ended August 31, 1996 and 1995.
NOTE B - ACQUISITIONS
In April 1996, the Company exercised its option to purchase substantially all
the assets and assume the liabilities of Teltron Technologies, Inc. ("TTI") for
a purchase price of $962,497 consisting of cash of $62,497 and a demand note
payable of $900,000 with interest payable monthly at prime plus one percent.
June 1, 1996, the Company acquired 100% of the stock of Z-Axis, Inc. The
Company issued $2,000,000 in face value of 8% five year convertible subordinated
debentures in payment of the acquisition. The debentures have a 5-year maturity
date with a conversion rate of 200 shares per $1,000 face value of debentures.
An additional amount of debentures may be due based upon a performance
contingency formula during the years of February 28, 1997, 1998, and 1999
inclusive.
9
<PAGE>
Video Display Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Pro forma Consolidated Results of Operations
- --------------------------------------------
The following table summarizes unaudited pro forma consolidated results of
operations of the Company, assuming the acquisitions had occurred at the
beginning of each of the following periods:
<TABLE>
<CAPTION>
Three months ended Six months ended
August 31, August 31,
-------------------------- ------------------------
1996 1995 1996 1995
-------------------------- -------------------------
<S> <C> <C> <C> <C>
Net sales 12,961,000 12,546,000 26,093,000 25,352,000
Earnings from cont.
operations 1,389,000 1,127,000 2,549,000 2,290,000
Net earnings 752,000 497,000 1,314,000 1,138,000
Net earnings per share $ 0.18 $ 0.12 $ 0.33 $ 0.28
</TABLE>
NOTE C - SETTLEMENT OF LITIGATION
The Company and Global Products, Inc. ("Global") entered into a settlement
agreement ("Settlement"), effective February 16, 1995 in which both parties
agreed to dismiss all litigation, claims and counter claims related to the
dispute between the two parties. The settlement contained provisions whereby
certain assets, previously owned by Summit Organization, Ltd., Global and its
affiliates, were transferred to the Company.
In conjunction with the above settlement, the Company received an unsecured note
receivable with a face value of $1,500,000 due in monthly installments of
$15,000 over a term of 100 months. The note is non-interest bearing for the
first 50 payments and interest bearing, at prime plus 1% over the remaining 50
payments. As of August 31, 1996, the note is recorded at a total of $802,000,
net of its discount and allowance.
NOTE D - MARKETABLE EQUITY SECURITIES AND INVESTMENTS
At February 29, 1996, the Company owned 266,000 shares of MicroTel
International, Inc. (MOL) which it accounts for as an available for sale
security. On September 3, 1996, in a move from the American Stock Exchange to
the NASDAQ Small Cap market, Microtel recognized a 1 for 5 reverse split
reducing the Company's ownership to 53,200 shares. Microtel's market value was
$166,000 and $465,000 at August 31, 1996 and February 29, 1996, respectively.
In accordance with SFAS 115, the Company has reflected unrealized gains and
losses on the MicroTel shares as a separate component of shareholders' equity.
10
<PAGE>
VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
<TABLE>
<CAPTION>
NOTE E - Long-Term Debt
<S> <C> <C>
Long-term debt consisted of the following:
AUGUST 31, February 29,
1996 1996
---------- ------------
Term loan facility. $2,400,000 $2,800,000
Note payable to bank; quarterly principal
payments of $10,000 plus interest at 86% of
prime (8.25% at August 1996); collateralized
by land, building and equipment with a net
book value of $660,000 at August 31, 1996. 59,000 69,000
Mortgage payable to bank; monthly principal
payments of $5,000 plus interest at prime
plus 1%; balloon payment of outstanding
principal due October 1, 1996; collateralized
by land and building with a net book value of
$1,009,000 at August 31, 1996. 240,000 269,000
Note payable to industrial development
authority; monthly payment of $4,000
including interest at 6.5%; collateralized
by land and building with a net book value
of $528,000 at August 31, 1996. 200,000 217,000
Note payable to bank; monthly principal
payments of $24,000 including interest
at 9%; collateralized by computer
equipment with a net book value of
$505,000 at August 31, 1996. 51,000 154,000
Note payable to bank; monthly payment of $8,000
plus interest at prime plus 1%; collateralized
by machinery and equipment with a net book
value of $400,000 at August 31, 1996. 7,000 53,000
Note payable to bank; monthly payment of
$2,000 plus interest at prime plus 1%;
collateralized by land and buildings
with a net book value of $183,000. 91,000 111,000
Other 30,000 48,000
---------- -----------
3,078,000 3,721,000
Less current portion 1,384,000 1,381,000
---------- -----------
$1,694,000 $2,340,000
========== ============
</TABLE>
11
<PAGE>
VIDEO DISPLAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE E - Long-term Debt (Continued)
On April 1, 1996, the Company acquired substantially all the assets and
assumed all the liabilities of Teltron Technologies, Inc. in exchange for a
demand note payable to an officer and shareholder of the Company in the amount
of $900,000 with interest payable monthly at prime plus one percent.
NOTE F - Contingencies
On June 10, 1995, the Company and its principal shareholder were named in an
Administrative Order issued by the Environmental Protection Division (EPD) of
the Georgia Department of Natural Resources regarding the investigation and
removal of hazardous substances on certain property located in Atlanta, Georgia
which the principal shareholder partially leased to the Company. The Order
imposed obligations which are basically the same as those set forth in a Consent
Order which was entered into in 1994 between the EPD and a former owner of the
property. The former owner essentially took responsibility for the hazardous
materials and agreed to investigate and remove the substances. Due to the
acceptance of responsibility by the former owner, management considered this
matter resolved and consequently previous disclosure was not provided.
During the quarter ending August 31, 1996, the Company learned that the EPD
informed the former owner that it had violated the Consent Order and commenced
its own clean-up activities through the use of an independent contractor. The
former owner strongly denies any violations under the Order. The EPD may
attempt to pursue reimbursement of its clean-up expenses from the former owner,
the Company, the principal shareholder, or any combination of these persons and
possibly others. The amount of any liability, if any, associated with this
potential claim is not currently determinable. Management believes that if any
claim is made by EPD, the Company would present a strong defense based upon the
disparity between the location of the CRT storage areas and the hazardous
substances discovered on the property and the lack of evidence that any
hazardous substances were or could have been released by the Company's CRTs.
12
<PAGE>
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
The following table sets forth, for the three months ended August 31, 1996 and
1995, the percentages which selected items in the Statements of Income bear to
total revenues:
<TABLE>
<CAPTION>
Fiscal Quarter Six Months
Ended August 31, Ended August 31,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales
CRT and components 51.4% 47.4% 49.6% 48.1%
Wholesale electronic parts 48.6 52.6 50.4 51.9
----- ---- ----- -----
100.0% 100.0% 100.0% 100.00%
===== ===== ===== ======
Cost and expenses
Cost of goods sold 62.4% 63.0% 63.1% 62.7%
Selling and delivery 8.6 9.6 8.2 9.6
General and administrative 18.3 19.4 19.2 19.1
----- ----- ----- -----
89.3 92.0 90.5 91.4
Income from Operations 10.7 8.0 9.5 8.6
Interest expense (2.6) (2.5) (2.5) (2.5)
Other income (expense) --- (0.5) --- (0.2)
----- ---- ----- -----
Income before income taxes 8.1 5.0 7.0 5.9
Provision for income taxes 2.3 1.8 2.2 1.8
----- ---- ----- -----
Net income 5.8% 3.2% 4.8% 4.1%
===== ===== ===== =====
</TABLE>
Net Sales
- ---------
Consolidated net sales increased $1,469,000 or 12.8% for the three months ended
August 31, 1996 as compared to the same period one year ago. Consolidated net
sales increased by $1,616,000 or 6.9% for the six month period ended August 31,
1996 as compared to the six months ended August 31, 1995.
CRT sales increased $1,210,000 or 22.2% and $1,153,000 or 10.2% for the
three and six months ended August 31, 1996 as compared to August 31, 1995.
Wholesale parts sales increased $259,000 or 4.3% and $463,000 or 3.8% for
the same comparative periods.
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS - (Continued)
The increase of CRT sales can be attributed to the addition of two new
subsidiaries added in fiscal 1997. The new subsidiaries added $1,483,000 and
$1,653,000 to the three and six months ended August 31, 1996, respectively.
The net increase in wholesale parts sales includes increases of $1,363,000
in sales of replacement parts to major electronics distributors in the six
months ended August 31, 1996 compared to one year ago. The fire and safety
product line has added $390,000 year to date over one year ago. The offsetting
declines of $1,290,000 reflect the growing trend of small distribution companies
and consumer shops being absorbed or eliminated by large discount chains.
Gross Margins
- -------------
Consolidated gross margins as a percentage of sales were 37.6% verses
37.0% for the three months ended August 31, 1996 as compared to August 31, 1995.
Gross margins were 36.8% versus 37.3% for the same comparative six month
periods.
Operating Expenses
- ------------------
Selling and general and administrative expenses increased slightly in
dollar amounts in the three and six month comparative periods, but decreased as
a percentage of sales from 29% to 26.9% and 28.7% to 27.4% for the three and six
months ended August 31, 1996 and 1995.
Interest Expense
- ----------------
Interest expense increased $58,000 for the three months and $49,000 for
the six months ended August 31, 1996 compared to the same periods a year ago.
There was a reduction of benefit of $82,000 year to date due to the expiration
of the interest swap agreements in May 1996, comparatively. Additional interest
expense was incurred due to the increased debt of $2,900,000 issued in
conjunction with the two acquisitions completed in the first half of this year.
Income Taxes
- ------------
The Company's effective tax rate for the second quarter of fiscal 1997 was
28.2% as compared to 36.3% for the same period a year ago. The effective tax
rate for the six months ended August 31, 1996 compared to August 31, 1995 was
31.3% versus 30.6%. The second quarter of fiscal 1997 reflected higher income
generated by foreign subsidiaries whereas the first quarter of fiscal 1996
reflected higher foreign income. The year to date figures are comparative. The
foreign subsidiary has a tax loss carry forward which is applicable to these
earnings.
14
<PAGE>
Foreign Currencies
- ------------------
The Company recorded a $39,000 increase to shareholders' equity in the
first six months of fiscal 1997 related primarily to the Company's Mexican
facility and the effects on its financial statements calculated using the
Mexican peso as its functional currency. The peso rebounded slightly in the
first quarter and remained stable in the second quarter accounting for the gain
reported.
Liquidity and Capital Resources
- -------------------------------
The Company's working capital was $13,133,000 at August 31, 1996 as
compared to $11,996,000 at February 29, 1996.
Net cash provided by operating activities for the six months ended August
31, 1996 was $468,000 on net income of $1,206,000.
Capital expenditures for fiscal 1997 are not anticipated to be significant
other than the leasehold improvements and moving costs associated with the
relocation of the Arizona electron gun facility to Stone Mountain, Georgia.
Those relocation costs are estimated to be $262,000.
In fiscal 1995, the Company entered into a new loan agreement with the bank
providing a $4,000,000 five year term loan and a one year $10,000,000 revolving
line of credit. The revolver has been extended through October 31, 1996. The
Company does not anticipate problems in the renegotiation of the debt.
In April 1996, the Company exercised its option to purchase substantially
all the assets and assume the liabilities of Teltron Technologies, Inc. ("TTI")
from officers and shareholders of the Company for cash and a demand note payable
of $900,000 as discussed in Note B of the financial statements.
On June 1, 1996, the Company acquired 100% of the stock of Z-Axis, Inc. The
Company issued $2,000,000 of 8% convertible subordinated debentures in payment
for the acquisition as discussed in Note B of the financial statements. Z-Axis,
Inc., founded in 1989 with strong support of the Company's management,
manufactures and markets specialty monochrome and color CRT monitor assemblies.
The Company is currently bidding on sales contracts for additional revenues
which could significantly increase its requirements for working capital. It is
the Company's intent to finance its short term capital requirements through its
existing bank borrowing relationships; however, longer term sources of more
permanent capital may be required if certain larger contracts are awarded to the
Company.
15
<PAGE>
PART II
Item 1. Legal Proceedings
On June 10, 1995, the Company and its principal shareholder were named in
an Administrative Order issued by the Environmental Protection Division (EPD) of
the Georgia Department of Natural Resources regarding the investigation and
removal of hazardous substances on certain property located in Atlanta, Georgia
which the principal shareholder partially leased to the Company. The Order
imposed obligations which are basically the same as those set forth in a Consent
Order which was entered into in 1994 between the EPD and a former owner of the
property. The former owner essentially took responsibility for the hazardous
materials and agreed to investigate and remove the substances. Due to the
acceptance of responsibility by the former owner, management considered this
matter resolved and consequently previous disclosure was not provided.
During the quarter ending August 31, 1996, the Company learned that the EPD
informed the former owner that it had violated the Consent Order and commenced
its own clean-up activities through the use of an independent contractor. The
former owner strongly denies any violations under the Order. The EPD may
attempt to pursue reimbursement of its clean-up expenses from the former owner,
the Company, the principal shareholder, or any combination of these persons and
possibly others. The amount of any liability, if any, associated with this
potential claim is not currently determinable. Management believes that if any
claim is made by EPD, the Company would present a strong defense based upon the
disparity between the location of the CRT storage areas and the hazardous
substances discovered on the property and the lack of evidence that any
hazardous substances were or could have been released by the Company's CRTs.
Item 2. Changes in Securities
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 and Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the six months ended August 31, 1996.
16
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
VIDEO DISPLAY CORPORATION
October 14, 1996 By: s/s Ronald D. Ordway
-------------------------
Ronald D. Ordway
Chief Executive Officer
By: s/s Carol D. Franklin
-------------------------
Carol D. Franklin
Chief Financial Officer
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