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 2021, 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 - The Company monitors its inventory for obsolescence due to the rapid changes in display technology. The Company inventory reserves were unchanged in the fiscal year ending February 28, 2021 and disposed of $0.1 million in various raw material parts and demo equipment at its VDC Display division and AYON Cyber Security divisions.

The Company's remaining business units utilize different inventory components than the divisions had in the past. The Company provides for an obsolescence reserve at each of its divisions to offset any obsolescence although most purchases are for current orders, which should reduce the amount of obsolescence in the future. The Company still has CRT inventory in stock and, although it believes the inventory will be sold in the future, will continue to reserve for any additional obsolescence. Management believes its inventory reserves at February 28, 2021 to be adequate.

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 2021 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 2022. Management continues to operate normally with the exception of enabling employees to work from home and abiding by travel restrictions issued by federal and local governments. If the COVID-19 pandemic continues, the Company may experience other disruptions that could severely impact the business, results of operations and prospects.

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.)





                                             2021                       2020
                                      Amount          %          Amount          %
        Net Sales
        Simulation and Training         8,143         65.0 %       4,921         46.4 %
        Data Display CRTs               1,496         11.9         2,541         24.0
        Cyber Secure Products           1,558         12.4         1,990         18.8
        Other Computer Products         1,344         10.7         1,145         10.8

        Total net sales                12,541        100.0        10,597        100.0

        Costs and expenses
        Cost of goods sold              9,925         79.2 %       8,220         77.6 %
        Selling and delivery              905          7.3           623          5.9
        General and administrative      3,989         31.8         3,637         34.3

                                       14,819        118.3        12,480        117.8
        Loss from operations           (2,278 )      (18.2 )      (1,883 )      (17.8 )




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    Interest expense, net                      (4 )      (0.0 )          (8 )       (0.1 )
    Investment gain                             5         0.0            12          0.1
    Gain on extinguishment of PPP loans       988         7.9            -           0.0
    Gain on disposal of assets              1,724        13.8            -           0.0
    Other income, net                         410         3.3           673          6.4

    Income (loss) before income taxes         845         6.8        (1,206 )      (11.4 )
    Income tax expense                         33         0.3            -            -

    Net income (loss)                         812         6.5        (1,206 )      (11.4 )


Fiscal 2021 Compared to Fiscal 2020

Net Sales

Consolidated net sales increased 18.4% for year ended February 28, 2021 compared to the year ended February 29, 2020 and increased 15.3% for the three months ended February 28, 2021 compared to the comparable three months last year. The Company's AYON Cyber Security (ACS) division is down 21.7% for the year ended February 28, 2021 compared to fiscal year ended February 29, 2020 and decreased 76.6% for the three months ended February 28, 2021 compared to the same three months last year. Their business was down significantly with their two top customers from the prior year. Also, the division saw their Canadian Tempest business continue to decrease as it dropped over 50% from the prior year. The Display Systems division increased by 65.5% for the year ended February 28, 2021 compared to last year and was up 92.7% for the quarter ended February 28, 2021 compared to the same three months last year. The division increased sales due to large sales of Multi Mission Display products as the legacy program ramped up this year after being soft in the prior year. The division also increased revenue on the completion and the partial completion of multiple projects for a division of a large multinational company. The acquisition of JACO Displays on January 21, 2020, a small display company out of Tampa, Florida added over $2.0 million of sales in FY 2021 to this division. The Data Display division sales were down 41.1% for the year ended February 28, 2021 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 decrease of 77.2% for three months ended February 28, 2021 compared to the three months ended February 29, 2020. The Company's keyboard division, posted sales of $1.3 million and $0.4 million for the year and three months ended February 28, 2021 compared to $1.1 million and $0.3 million for the comparable periods last year, respectively. This division is expected to increase their level of sales in the upcoming year as they recently launched a new product line.

Gross Margins

Consolidated gross margins decreased to 20.9% for fiscal 2021 from 22.4% for fiscal 2020. Overall gross margin dollars increased by $0.2 million versus the prior fiscal year due to increased revenues.

ACS gross margin percentage was 5.9% compared to 33.5% and the gross margin dollars were $93 thousand compared to $666 thousand for the year ended February 28, 2021 compared to the year ended February 29, 2020. For the three months ended February 28, 2021 compared to the same period last year, ACS gross margin percentage was a negative 103.7% compared to 47.0% and gross margin dollars were a negative $118 thousand compared to $229 thousand.

VDC Display Systems (VDCDS) gross margin percentage was 28.7% compared to 20.8% in the prior year and the gross margin dollars were $2,339 thousand compared to $1,022 thousand for the year ended February 28, 2021 compared to the year ended February 29, 2020. For the three months ended February 28, 2021 compared to the same period last year, VDCDS gross margin percentage was 22.1% compared to 33.4%. Gross margin dollars were $656 thousand compared to $515 thousand.

The keyboard division, Unicomp, had $526 thousand of gross margin dollars or 39.1% to sales for the year ended February 28, 2021 and $430 thousand of gross margin dollars or 37.6% for the year ended February 29, 2020. For the quarter ended February 28, 2021, Unicomp had $162 thousand of gross profit or 40.1% compared to $143 thousand or 45.1%.

The Data Display division had a negative $341 thousand in gross margin dollars for the year ended February 28, 2021 compared to $259 thousand for the year ended February 29, 2020. The Data Display division for Lexel had a negative $195 thousand in gross margin dollars for the three months ended February 28, 2021 compared to $302 thousand for the three months ended February 29, 2020. 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.





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Operating Expenses

Operating expenses as a percentage of sales decreased slightly to 39.1% for fiscal 2021 from 40.2% in fiscal 2020. Total operating expenses increased 14.9% from $4.3 million in fiscal 2020 to $4.9 million in fiscal 2021, primarily due to additional expenditures incurred resulting from the JACO acquisition.

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 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 $4 thousand in fiscal 2021 and $8 thousand for fiscal 2020 related to the Company's obligations. The marginal decrease in interest expense results from a lower average in debt obligations outstanding.

Other Income

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 debt, $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. In fiscal 2020, the Company earned $0.7 million in other income, primarily due to $0.2 million in royalty income, $0.4 million in rental income and $0.1 million in investment income and scrap.

Income Taxes

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%. In fiscal 2020, the Company had a net loss before taxes of approximately $1.2 million in which a full valuation allowance was provided due to historical losses resulting in an effective tax rate of 0%.

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 has increased marketing efforts in its ruggedized displays, tempest services and small specialty displays. In addition, 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. The Company's working capital and liquid asset position is presented as follows:





                                    February 28,       February 29,
                                        2021              2020
                  Working capital   $       3,602     $       1,263
                  Liquid assets     $         293     $         844

As for significant liquidity impacting events that occurred during fiscal 2021, the Company sold a building it owned in Pennsylvania which provided $2 million in cash proceeds and also received approximately $2 million in PPP loans, of which $988 thousand has been forgiven to date. Cash proceeds resulting from the sale of the building were utilized to satisfy certain debt obligations in addition to supporting operations. The Company was able to increase revenue over the prior year and has been implementing a plan to increase revenues at all the divisions, each structured to the particular division. The fiscal year ended February 28, 2021 saw one of the legacy programs the Company traditionally serviced begin a new phase of production and provided approximately 35% of the Company's revenue. The Company has expanded its cyber security business by adding a second testing chamber and a new testing machine for testing tempest products allowing it to increase the business in cyber testing services to supplement the product side of the business. The Company is also now involved in ruggedized displays, recently bringing on engineering familiar with these products and a salesperson who specializes in these products. The Company completed the transfer of the remaining CRT operations in Florida to its Lexel Imaging facility in Lexington, KY in order to make room for the new business in its Cocoa facility. This will also reduce expenses in the CRT operation by having that business all under one roof. 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





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operations. The plan is to further reduce expenses by closing the Tucker, Georgia facility as soon as the lease expires in 2022. There is no line of credit or other financing currently in place other than the remaining PPP loans. 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 $3.5 million in fiscal 2021 compared to providing $0.5 million in fiscal 2020. During fiscal 2021, the net profit from operations was $0.8 million and adjustments to reconcile net income to net cash were $2.3 million with $0.1 million in inventory reserves, and by $0.2 million in depreciation. Working capital related accounts used $2.0 million in cash with contract assets using $1.5 million, customer deposits using $0.6 million, and accounts payable and accrued liabilities using $0.4 million, offset by an decrease in inventories of $0.5 million and a decrease in prepaid of 0.1 million.

Investing activities provided $1.9 million in fiscal 2021. The Company received $2.0 million in proceeds from the sale of a building partially offset by $60 thousand in capital expenditures. For fiscal 2020, $0.1 million was used in investing activities primary resulting from capital expenditures.

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. Financing activities provided $0.1 million for the year ended February 29, 2020 resulting primarily from proceeds received on related party notes.

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 2021 and 2020, 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, 2021.

Transactions with Related Parties, Contractual Obligations, and Commitments

The Company leases one building from the Company's CEO in Lexington, KY (Honeyhill Properties) and one building owned by Ordway Properties LLC in Cocoa, Florida. The building in Lexington, KY serves as the manufacturing operations for the CRT division. The building in Cocoa, Florida is the new operational site for both VDC Display Systems and AYON Cyber Security. See Note 9.

The Company also borrows money from the Chief Executive Officer on a short-term basis when funds are needed as disclosed in Note 4. On March 30, 2016 Video Display Corporation entered into an assignment with recourse of their note receivable from Z-Axis, Inc. with Ronald D. Ordway and Jonathan R. Ordway for the sum of $912 thousand. The Company also retained the right to repurchase the note at any time for 80% of the outstanding principle balance. In the event of default by Z-Axis, the Company was obligated to repurchase the note for 80% of the remaining balance plus any accrued interest. This obligation has been fully satisfied as of February 28, 2021.

In conjunction with the acquisition of Jaco Displays, LLC, the Company borrowed $505,180 from Ronald D Ordway, CEO to fund the acquisition, and combined the amount borrowed with another $438,832 owed to Mr. Ordway in back rent along with $82,838 from previous borrowings, and signed a promissory note for $1,026,850 at a six percent interest rate due on or before July 24, 2020 with Mr. Ordway. This obligation along with other obligations that were owed to the chief executive officer were fully satisfied as of February 28, 2021.

Contractual Obligations

Future contractual maturities of long-term debt, future contractual obligations due under operating and finance leases, and other obligations at February 28, 2021 are as follows (in thousands):





                                                     Payments due by period
                                               Less than      1 - 3      3 - 5      More than
                                   Total        1 year        years      years       5 years
    PPP note obligations          $ 1,120     $        -      $  516     $  604     $       -
    Finance lease obligations         286             104        182         -              -
    Operating lease obligations     1,232             576        466        190             -






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         Note payable                       100       100          -         -        -
         Warranty reserve obligations        41        41          -         -        -

         Total                          $ 2,779     $ 821     $ 1,164     $ 794     $ -


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 reserves on inventories, 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:

Reserves on inventories

Reserves on inventories result in a charge to operations when the estimated net realizable value declines below cost. Management regularly reviews the Company's investment in inventories for declines in value and establishes reserves when it is apparent that the expected net realizable value of the inventory falls below its carrying amount. In fiscal 2021, the Company increased the inventory reserves by $0.1 million which was offset by a $0.1 million write off of inventory against the reserve primarily at VDC Display Systems. The Company determined VDC Display Systems is the most vulnerable to inventory obsolescence due to the size and age of its inventory and the changes in its market. The Company did not have significant changes in inventory reserves as the inventory management has improved and the number of inventory items has stabilized. The Company cannot guarantee the accuracy of future forecasts since these estimates are subject to change based on market conditions. The reserve for inventory obsolescence was approximately $0.8 million at February 28, 2021 and February 29, 2020, respectively.

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.

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 $5.0 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, 2021, the Company did not record any liabilities for uncertain tax positions.





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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 can reasonably be estimated. 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.

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.

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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