Overview

The Company manufactures and distributes a wide range of display devices, encompassing, among others, industrial, military, medical, and simulation display solutions. The Company is organized into the following four interrelated divisions that have similar products and markets served and therefore are aggregated into one reportable segment:



  •   Simulation and Training
      Products
      - offers a wide range of projection display systems for use in training,
      simulation, military, medical, industrial applications, video walls and
      command and control centers including ruggedized displays.



  •   Cyber Secure Products
      - provides 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 keyboard products with a plan to manufacture and offer cyber-secure
      keyboards as part of the cyber secure products division.

During fiscal 2022, management of the Company focused key resources on strategic efforts to support the efforts of operations to increase market share. The Company also seeks to look for acquisition opportunities that enhance the profitability and shareholder value of the Company. The Company continues to seek new products through acquisitions and internal development that complement existing profitable product lines. Challenges facing the Company during these efforts include:

Inventory management - 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 also inventories product 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.

Impact of

COVID-19


 - The Company has been actively monitoring the novel
coronavirus, or COVID-19, situation and
its impact globally. Financial results for fiscal 2022 were
impacted by COVID-19 due to
delayed orders and/or the fulfillment of the related orders. However, the
Company currently does not expect any material impact on our financial results
for fiscal 2023. Management continues to operate normally with the exception of
restrictions issued by federal and local governments and supply chain issues as
a result of the pandemic. If a reoccurrence of
the COVID-19 pandemic occurs,
the Company may experience other disruptions that could severely impact the
business, results of operations and prospects.

Sales generation

- The Company has experienced a significant decline in overall sales along with challenges in gross margin. Furthermore, the Company has been unable to reduce operating expenses at the needed level to offset the reduction in sales. In order to improve revenue generating activities, management is focused on increasing marketing efforts in its ruggedized displays, TEMPEST services and small specialty displays. The Company is also developing new products for customers in the TEMPEST sector of its business. Furthermore, the Company has expanded its cyber security business by adding a second testing chamber and a new testing machine for testing tempest products. The Company is aggressively seeking new business for this sector of its business and just completed and had accredited its new AIS system allowing it to increase the business in cyber testing services to supplement the product side of the business.

Operations

The following table sets forth, for the fiscal years indicated, the percentages that selected items in the Company's consolidated statements of operations bear to total revenues (amounts in thousands):

(See Item 1. Business - Description of Principal Business and Principal Products for discussion about the Company's Products and Divisions.)



                                 2022                      2021
                          Amount         %          Amount         %
Net Sales
Simulation and Training     4,088        58.4 %       8,143        65.0 %
Data Display CRTs             992        14.2         1,496        11.9
Cyber Secure Products         612         8.7         1,558        12.4
Other Computer Products     1,309        18.7         1,344        10.7

Total net sales             7,001       100.0        12,541       100.0




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Costs and expenses
Cost of goods sold                       7,324        103.7 %       9,925         79.2 %
Selling and delivery                       555          7.9           905          7.3
General and administrative               3,753         53.6         3,989         31.8

                                        11,632        165.2        14,819        118.3

Loss from operations                    (4,631 )      (65.2 )      (2,278 )      (18.3 )
Interest expense, net                      (25 )       (0.4 )          (4 )       (0.0 )
Employee retention credit income           796         11.4            -           0.0
Gain on extinguishment of PPP loans      1,084         15.5           988          7.9
Gain on disposal of assets                  -           0.0         1,724         13.8
Other income, net                          216          3.1           415          3.3

(Loss) income before income taxes       (2,560 )      (35.6 )         845          6.8
Income tax expense                          -           0.0            33          0.3

Net (loss) income                       (2,560 )      (35.6 )         812          6.5


Fiscal 2022 Compared to Fiscal 2021

Net Sales

Consolidated net sales decreased 44.2% for year ended February 28, 2022 compared to the year ended February 28, 2021 and decreased 55.9% for the three months ended February 28, 2022 compared to the comparable three months last year. The Company's AYON Cyber Security (ACS) division is down 60.7% for the year ended February 28, 2022 compared to fiscal year ended February 28, 2021 and decreased 46.8% for the three months ended February 28, 2022 compared to the same three months last year. Their business was down significantly with the government not putting out for bid any major TEMPEST product needs. Also, the division lost their Canadian Tempest business as it was unprofitable and the Company discontinued selling to Canada. The Display Systems division decreased by 49.8% for the year ended February 28, 2022 compared to last year and was down 67.2% for the quarter ended February 28, 2022 compared to the same three months last year. The division sales decreased due to no movement on large projects with one of its major customers, offset somewhat with sales of Multi Mission Display products as the legacy program ramped up this year after being soft in the prior year. The sales of JACO Displays decreased 36% in fiscal 2022 after over $2.0 million of sales in FY 2021 to this division. The Data Display division sales were down 33.7% for the year ended February 28, 2022 due to issues related to the pandemic. The division sells a specialty product, a direct view storage tube (DVST) to two customers in Asia. Orders are expected from both customers, but due to the pandemic, the funds which would have been used for these products were diverted to other priorities. The division also sells replacement CRTS for flight simulators. Because of reduced use of the simulators because of less travel the demand for these products decreased. The Lexel division will be dependent on continued sales of the DVST products and steady sales of its cathode ray tube products (CRTs) to increase their sales. Lexel had a increase of 47.1% for three months ended February 28, 2022 compared to the three months ended February 28, 2021. The Company's keyboard division, posted sales of $1.3 million and $0.3 million for the year and three months ended February 28, 2022 compared to $1.3 million and $0.4 million for the comparable periods last year, respectively.

Gross Margins

Consolidated gross margins decreased to (4.6%) for fiscal 2022 from 20.9% for fiscal 2021. Overall gross margin dollars decreased by $2.9 million versus the prior fiscal year due to decreased revenues. Due to depressed sales and the market trends for certain products, $919 thousand in inventory charges were recorded to cost of goods sold during fiscal 2022 compared to $100 thousand in fiscal 2021.

ACS gross margin percentage was 10.9% compared to 5.9% and the gross margin dollars were $67 thousand compared to $93 thousand for the year ended February 28, 2022 compared to the year ended February 28, 2021. For the three months ended February 28, 2022 compared to the same period last year, ACS gross margin percentage was a negative 151.2% compared to a negative 103.7% and gross margin dollars were a negative $91 thousand compared to $118 thousand.

VDC Display Systems (VDCDS) gross margin percentage was 14.3% compared to 28.7% in the prior year and the gross margin dollars were $2,339 thousand compared to $584 thousand for the year ended February 28, 2022 compared to the year ended February 28, 2021. For the three months ended February 28, 2022 compared to the same period last year, VDCDS gross margin percentage was 12.6% compared to 22.1%. Gross margin dollars were $123 thousand compared to $656 thousand.

The keyboard division, Unicomp, had $363 thousand of gross margin dollars or 27.7% to sales for the year ended February 28, 2022 and $526 thousand of gross margin dollars or 39.1% for the year ended February 28, 2021. For the quarter ended February 28, 2022, Unicomp had $48 thousand of gross profit or 15.7% compared to $162 thousand or 40.1%.



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The Data Display division had a negative $1,337 thousand in gross margin dollars for the year ended February 28, 2022 compared to a negative $341 thousand for the year ended February 28, 2021. The Data Display division for Lexel had a negative $265 thousand in gross margin dollars for the three months ended February 28, 2022 compared to a negative $195 thousand for the three months ended February 28, 2021. Gross margins are expected to improve in fiscal 2022 as revenues are expected to improve as the country and the world get over the pandemic and the pent up demand is met.

Operating Expenses

Operating expenses as a percentage of sales increased to 61.5% for fiscal 2022 from 39.1% in fiscal 2021. Operating expenses as a percentage of sales was higher for fiscal 2022 when compared to fiscal 2021 due to the significant reduction in sales in fiscal 2022 without a corresponding decrease in operating expenses. Total operating expenses decreased 12.0% from $4.9 million in fiscal 2021 to $4.3 million in fiscal 2022, primarily due to a hiring freeze during the year.

The Company is working to reduce costs in all areas of the business to bring its cost structure in line with the current size of the business. The Company has made strategic cuts at the corporate level and has merged its two Florida locations, VDC Display Systems and AYON Cyber Security, which is saving considerable operating expenses. The Company is expanding its product offerings, primarily in ruggedized displays and in doing so, is adding costs strategically to support those businesses. The Florida operations are completely in the Cocoa location. The remaining business units are also making changes to maximize profitability.

Interest Expense

Interest expense was $25 thousand in fiscal 2022 and $4 thousand for fiscal 2021 related to the Company's obligations. The increase in interest expense resulted from the financing lease on the TEMPEST equipment for the cyber security business.

Other Income

In fiscal 2022, the Company had $1,084 thousand in gain on extinguishment of PPP loans, $796 thousand in employee retention credit income, net rental income of $210 thousand and $4 thousand in bad debt recovery.

In fiscal 2021, the Company had $1,724 thousand in a gain on the sale of assets, $148 thousand in royalty income, $278 thousand in rental income, $988 thousand in gain on the extinguishment of PPP loans, $16 thousand in scrap sales, $5 thousand in investment gains and a net of $32 thousand in other expense including exchange rate differences and commissions on rentals.

Income Taxes

The Company had a net loss before taxes of approximately $2.6 million in which a full valuation allowance was provided due to historical losses resulting in an effective tax rate of 0%. In fiscal 2021, the Company had $33 thousand of taxes at the state level on approximately $0.8 million in total net income, with a full valuation at the federal level provided due to historical losses resulting in an effective tax rate of 3.9%.

Liquidity and Capital Resources

The accompanying 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 has sustained losses for three of the last five years. The accumulated losses reported has resulted from a combination of lower revenues at certain divisions without a commensurate reduction of expenses. The Company's working capital and liquid asset position is presented as follows:



                  February 28,
                                    February 28,
                      2022              2021
Working capital   $         509     $       3,601
Liquid assets     $         245     $         293

Management's plans with regard to improving working capital includes increasing marketing efforts in its ruggedized displays, TEMPEST services and small specialty displays. The Company is developing new products for customers in the TEMPEST sector of its business. Also, the Company has expanded its cyber security business by adding a second testing chamber and a new testing machine for testing tempest products. The Company is aggressively seeking new business for this sector of its business and just completed and had accredited its new AIS system allowing it to increase the business in cyber testing services to supplement the product side of the business.

The Company has streamlined its operations and is focusing on increasing revenues by executing initiatives such as upgrading its sales and marketing efforts including a more user friendly website to market all the product lines it sells and email blasts to targeted customers with



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specific product lines. These efforts have not increased revenues to date as the Company's business typically has longer lead times from initial contact to a sale. The pandemic has also slowed down the process of obtaining new business as many of our customers and potential customers are still working from home. Furthermore, supply chain challenges have slowed down production of certain products due to long lead times on critical items of production, impacting cash flow.

The Company moved the corporate accounting functions to the Cocoa, Florida location which allows the Company to become more efficient and save money on reducing redundant operations. The Company has not automatically replaced employees who have left the Company while it works to increase business. The Company reduced expenses further by closing the Tucker, Georgia facility of March 31,2022.

If additional and more permanent capital is required to fund the operations of the Company, no assurance can be given that the Company will be able to obtain the capital on terms favorable to the Company, if at all.

Cash used in operations was $0.1 million in fiscal 2022 compared to the use of $3.5 million in fiscal 2021. During fiscal 2022, the net loss from operations was $2.6 million and adjustments to reconcile net loss to net cash were $0.2 million with $0.9 million in inventory related charges, $0.3 million in depreciation and $0.1 million in amortization of intangible assets, offset by $1.1 million on the gain on extinguishment of PPP loans. Working capital related accounts provided $2.2 million in cash with contract assets providing $1.1 million, contract liabilities of $0.2 million, accounts receivable $0.9 million and accounts payable and accrued liabilities providing $1.0 million, offset by an increase in inventories of $0.2 million and an increase in an employee retention credit receivable of 0.8 million.

Investing activities used $0.1 million for capital expenditures in fiscal 2022. Investing activities provided $2.0 million in fiscal 2021 primarily resulting from proceeds received related to the sale of a building.

Financing activities provided $0.1 million in fiscal 2022. The Company received $0.3 million in a related party loan and paid down a note payable of $0.1 million and $0.1 million in equipment financing. Financing activities provided $1.0 million for the year ended February 28, 2021. The Company received $2.0 million in PPP loans and $0.6 million from related party loans partially offset by the repayment of $1.6 million on notes payable to officers and directors.



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,
depending on the market price of the shares. There is no minimum number of
shares required to be repurchased under the program. During fiscal years 2022
and 2021, the Company did not repurchase any of the Company's stock. Under this
program, an additional 490,186 shares remain authorized to be repurchased by the
Company at February 28, 2022.

Transactions with Related Parties and Contractual Obligations

The Company leases a building in Lexington, KY and another building in Cocoa, Florida, from entities that are controlled by the Company's CEO. The building in Lexington, KY serves as the manufacturing operations for the CRT division and the keyboard division. The building in Cocoa, Florida is the new operational site for both VDC Display Systems, AYON Cyber Security and the corporate office. See Note 9.

The Company borrows money from the Chief Executive Officer from time to time to support operations. In fiscal 2022, the Company has borrowed approximately $458 thousand and owes another $360 thousand in rent. There are no repayment terms related to the amounts owed but the Company intends to pay back the CEO when funds are available in fiscal 2023. These amounts are included in the Company's consolidated balance sheet.

Contractual Obligations

Future contractual maturities due under operating and finance leases and other obligations at February 28, 2022 are as follows (in thousands):



                                                  Payments due by period
                                            Less than      1 - 3       3 - 5      More than

                                Total        1 year        years       years       5 years
Finance lease obligations      $   181     $       104     $   77     $    -      $       -
Operating lease obligations        656             276        380          -              -
Note payable -related party        458             458         -           -              -
Warranty reserve obligations        24              24         -           -              -

Total                          $ 1,319     $       862     $  457     $    -      $       -




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Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations are based upon the Company's consolidated financial statements. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These principles require the use of estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and related notes. The accounting policies that may involve a higher degree of judgments, estimates, and complexity include inventory valuation, contract revenue recognition as well as profitability or loss recognition estimates, and the sufficiency of the valuation reserve relating 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

The Company recognizes revenue upon transfer control of the promised products or services to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. VDC derives revenue primarily from sales of simulation and video wall systems, cyber secure products, data displays, and keyboards. The Company excludes sales and usage-based taxes from revenue.



The Company's 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). The Company recognizes revenue for
these systems over time as control is transferred based on labor hours incurred
on each project based on the percentage of completion method.

The Company recognizes revenue related to its 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, the Company's contracts do not include a significant financing component as substantially all invoices have terms of 30 days or less. The Company is applying the practical expedient to exclude from consideration any contracts with payment terms of one year or less and does not offer terms extending beyond one year.

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. The Company has established a valuation allowance of $5.7 million on the Company's deferred tax assets.



The Company accounts for uncertain tax positions under the provisions of ASC
Topic 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 February 28, 2022, the Company did not record any liabilities
for uncertain tax positions.

Off-Balance
Sheet Arrangements

The Company does not have during the periods presented, and the Company does not
currently have, any
off-balance
sheet arrangements, as defined under SEC rules.

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Recent Accounting Pronouncements

Refer to Note 1, "Summary of Significant Accounting Policies" for a discussion of recent accounting pronouncements and their effect on the Company.

Impact of Inflation

Inflation has not had a material effect on the Company's results of operations to date.

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