VIDEO DISPLAY CORP - FORM 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 30, 2013

VIDEO DISPLAY CORPORATION

(Exact name of registrant as specified in its charter)


Georgia	0-13394	58-1217564
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1868 Tucker Industrial Road

Tucker, Georgia

30084

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (770) 938-2080

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 30, 2013 Video Display Corporation (the “Company”) completed the sale of the majority of the assets and the transfer of specified liabilities of the Company’s wholly-owned subsidiary, Aydin Displays Inc. (“Aydin”). Aydin was sold to a newly formed acquisition affiliate of Sparton Corp. for a combination of cash, plus an additional earn-out potential that could be in excess of $6 million dollars based upon the achievement of reaching certain projected levels of EBITDA generated by the “new” Aydin in the subsequent 12-month period to the August 30, 2013 closing.

This form 8-K/A amends the Current Report on Form 8-K filed on September 5, 2013 to provide the pro forma financial information required by Item 9.01 of Form 8-K, which was not previously filed with the Form 8-K on September 5, 2013.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated balance sheet as of August 31, 2013 and the unaudited pro forma condensed consolidated income statements of Video Display Corporation for the six months ended August 31, 2013 and the year ended February 28, 2013 that give effect to the disposition of certain assets and liabilities of Aydin Displays Inc., a subsidiary of Video Display Corporation, are attached hereto as Exhibit 99.1 and are incorporated by reference in this item 9.01.

Video Display Corporation

Pro Forma Balance Sheet

August 31, 2013

Historical Results

Pro Forma

Adjustment

Pro Forma

Results

(unaudited)

Assets

Current assets

Cash

436

—

436

Restricted cash

—

1,200

Accounts receivable, less allowance for doubtful accounts of $91

5,524

(2,279

)

3,245

Other receivables

—

468

Inventories, net

28,075

(7,809

)

20,266

Cost and estimated earnings in excess of billings on uncompleted contracts

2,319

(2,319

)

—

Deferred income taxes

1,589

—

1,589

Income taxes refundable

489

—

489

Prepaid expenses and other

312

(191

)

121

Assets of discontinued operations

2,830

—

2,830

Total current assets

41,574

(10,930

)

30,644

Property, plant, and equipment

Land

154

—

154

Buildings

3,273

(522

)

2,751

Machinery and equipment

11,805

(1,291

)

10,514

15,232

(1,813

)

13,419

Accumulated depreciation and amortization

(13,087

)

1,439

(11,648

)

Net property, plant, and equipment

2,145

(374

)

1,771

Note receivable

690

Intangible assets, net

863

(117

)

746

Deferred income taxes

619

Other assets

Goodwill

357

(357

)

—

Assets of discontinued operations

2,639

Total assets

48,901

(11,778

)

37,123

Video Display Corporation

Pro Forma Balance Sheet

August 31, 2013

Historical Results
(unaudited)

Pro Forma
Adjustment

Pro Forma

Results

(unaudited)

Liabilities and Shareholders’ Equity

Current liabilities

Accounts payable

2,384

(1,236

)

1,148

Accrued liabilities

1,770

(284

)

1,486

Billings in excess of cost and estimated earnings on uncompleted contracts

—

Notes payable to officers and directors

515

Lines of credit

14,608

(14,608

)

—

Current maturities of long-term debt

1,229

Liabilities of discontinued operations

992

Total current liabilities

21,498

(16,128

)

5,370

Long-term debt, less current maturities

257

Unrecognized gain

554

600

1,154

Other long term liabilities

—

Total liabilities

22,309

(15,528

)

6,781

Shareholders’ Equity

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 7,593 outstanding at August 31, 2013.

7,293

Additional paid-in capital

156

Retained earnings

29,587

3,750

33,337

Treasury stock, shares at cost; 2,139 at August 31, 2013

(10,444

)

(10,444

)

Total shareholders’ equity

26,592

3,750

30,342

Total liabilities and shareholders’ equity

48,901

(11,778

)

37,123

Video Display Corporation

Unaudited Pro Forma Income Statement

Six Months Ended August 31, 2013

Historical
Results

Pro Forma
Adjustment

Pro Forma
Results

Net sales

19,679

(8,304

)

11,375

Cost of goods sold

15,844

(5,413

)

10,431

Gross profit

3,835

(2,891

)

944

Operating expenses

Selling and delivery

2,219

(1,365

)

854

General and administrative

2,685

(1,057

)

1,628

4,904

(2,422

)

2,482

Operating income/(loss)

(1,069

)

(469

)

(1,538

)

Other income (expense)

Interest expense

(692

)

(686

)

Other, net

533

—

533

(159

)

(153

)

Income/(Loss) from continuing operations before income taxes

(1,228

)

(463

)

(1,691

)

Income tax (benefit)

(431

)

(157

)

(588

)

Net income/(loss)

(797

)

(306

)

(1,103

)

Income from discontinued operations, net of taxes

2,061

306

2,367

Net income

1,264

—

1,264

Net income per share:

From continuing operations-basic

(.10

)

(.04

)

(.14

)

From continuing operations-diluted

(.10

)

(.04

)

(.14

)

From discontinued operations-basic

.27

.04

.31

From discontinued operations-diluted

.27

.04

.31

Basic weighted average shares outstanding

7,593

7,593

7,593

Diluted weighted average shares outstanding

7,609

7,609

7,609

Video Display Corporation

Unaudited Pro Forma Income Statement

Year-Ended February 28, 2013


	Historical Results			Pro Forma Adjustment			Pro Forma Results
Net sales	$	49,103		$	(17,644	)		31,459

Cost of goods sold		36,189			(11,877	)		24,312

Gross profit		12,914			(5,787	)		7,127

Operating expenses
Selling and delivery		5,350			(2,854	)		2,496
General and administrative		7,375			(2,089	)		5,286

		12,725			(4,943	)		7,782

Operating income/(loss)		189			(844	)		(655	)

Other income (expense)
Interest expense		(713	)		16			(697	)
Other, net		381			—			381

		(332	)		16			(316	)

Income/(Loss) from continuing operations before income taxes		(143	)		(828	)		(971	)

Income tax (benefit)		(151	)		(281	)		(432	)

Net income/(loss)	$	8			(547	)		(539	)

Net income	$	8		$	(547	)	$	(539	)

Net income per share:
From continuing operations-basic	$	.00		$	(.07	)	$	(.07	)

From continuing operations-diluted		.00			(.07	)	$	(.07	)

Basic weighted average shares outstanding		7,570			7,570			7,570

Diluted weighted average shares outstanding		7,623			7,623			7,623

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: December 31, 2013	VIDEO DISPLAY CORPORATION

		By:	/s/ Ronald D. Ordway
			Ronald D. Ordway
			Chief Executive Officer

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