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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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May 31, 2010 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Video Display Corporation
Full Name of Registrant
Former Name if Applicable
1868 Tucker Industrial Road
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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þ |
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
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SEC 1344 (03-05) |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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The Registrant is unable to file its
quarterly Report on Form 10-Q for the period ended May 31, 2010, within the prescribed time
period, due to unforeseen delays in the collection and review of information and documents
affecting disclosures in the Report on Form 10-Q. Accordingly, the additional time is requested
to compile all information necessary to accurately complete the Form 10-Q within the time
period permitted by Rule 12b-25 of the Securities and Exchange Act of 1934. The Registrant
expects to file the subject report no later than the fifth calendar date following the
prescribed due date for the report.
(Attach
extra Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Gregory L. Osborn |
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770 |
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938-2080 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
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Yes þ No o
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes þ No o
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Explanation of Anticipated Changes
All statements other than statements of historical facts included in this Form 12b-25 are
statements that constitute forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934. The words expect,
estimate, anticipate, predict, believe and similar expressions and variations thereof are
intended to identify forward-looking statements. Such statements appear in a number of places in
this Form and include statements regarding the intent, belief or current expectations of the
Registrant, its directors or its officers with respect to, among other things: (i) trends affecting
the Registrants financial condition or results of operations; (ii) the Registrants financing
plans; (iii) the Registrants business and growth strategies, including potential acquisitions; and
(iv) other plans and objectives for future operations. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve risks and
uncertainties and that actual results may differ materially from those predicted in the
forward-looking statements or which may be anticipated from historical results or trends.
Net sales
Consolidated net sales increased $4.0 million for the three months ended May 31, 2010 compared
to the three months ended May 31, 2009. Display segment sales increased $2.7 million for the
three-month comparative period and sales within the Wholesale Distribution segment increased $1.3
million for the three-month comparative period.
The net increase in Display Segment sales for the three months ended May 31, 2010 is primarily
attributed to the monitor division, as compared to the same period ended May 31, 2009. The Monitor
revenues increased $3.9 million over the three-month period primarily due to the implementation of
long-term contracts. As these are long term contracts, the Company expects the Monitor division to
continue to perform well throughout the year. The Data Display CRT revenues decreased $1.1 million
over the three-month period primarily due to the decline in the replacement CRT market.
Entertainment CRTs revenues declined $0.1 million over the comparable three-month period. A
significant portion of the
entertainment divisions sales are to major television retailers as replacements for products sold
under
manufacturer and extended warranties. Due to continued lower retail sales prices for mid-size
television sets (25 to 30), fewer extended warranties were sold by retailers, a trend consistent
with recent prior fiscal years. The Company remains the primary supplier of product to meet
manufacturers standard warranties. Growth in this division will be negatively impacted by the
decreasing number of extended warranties sold for the larger, more expensive sets.
The net increase in the Wholesale Segment sales for the three months ended May 31, 2010 is
attributable to the increase in sales for the divisions two leading customers, one who was not a
customer for the full first quarter last year.
Gross margins
Consolidated gross margins decreased from 35.7% for the three months ended May 31, 2009 to
31.7% for the three months ended May 31, 2010.
Display segment margins increased from 24.8% to 28.1% for the comparative three-month period.
Gross margins within the Monitor division increased to 29.4% for the three months ended May 31,
2010 from 21.8% for the three months ended May 31, 2009. This increase is primarily attributable to
the impact of the implementation of the new contracts in the Monitor division in Fiscal 2011, and
fixed costs absorbed on more sales. Data Display CRT gross margins decreased from 35.7% for the
three months ended May 31, 2009 to 29.3% for the three months ended May 31, 2010, due to outside
sales that were about half of the prior years first quarter sales and fewer sales to absorb the
fixed costs. Gross margins in Entertainment CRT were negative for the three months ended May 31,
2010 due to reduced volume at both of the divisions locations as business winds down at the Chroma
television tube plant. The Company has reduced the net book value of this division in anticipation
of its closure and does not anticipate a material loss when the division is closed. Gross margins
from Component Parts were
negative for the three months ended May 31, 2010. The majority of this divisions sales are within
the Company.
The wholesale segment gross margins decreased from 62.1% to 39.9% for the comparative
three-month period, primarily due to an increase in overall sales at low margins and due to
customer and product mix. The wholesale business is continually evaluating new business and expects
to maintain its current margins.
Operating expenses
Operating expenses as a percentage of sales decreased from 35.0% for the three months
ended May 31, 2009 to 25.9% for the three months ended May 31, 2010. This decrease was primarily
due to lower legal fees, research and development fees, and lower amortization costs of
intangibles. The Company was also able to control other fixed costs, such as rent and other
administrative costs on increased sales volume. The Company expects to continue to contain costs
while increasing revenues.
Interest expense
Interest expense increased $0.3 million for the three months ended May 31, 2010 as compared to
the same period a year ago. The Company maintains various debt agreements with different interest
rates, most of which are based on the prime rate or LIBOR. These increases in interest expense
reflect higher average interest rates and borrowings.
Income taxes
The effective tax rate for the three months ended May 31, 2010 and 2009 was 38.4% and 28.3%,
respectively. These rates differ from the Federal statutory rate primarily due to the effect of
state taxes, the permanent non-deductibility of certain expenses for tax purposes, and research and
experimentation credits.
Video Display Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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July 16, 2010 |
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By |
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/s/ Gregory L. Osborn |
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Gregory L. Osborn |
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Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representatives authority to sign on behalf of the registrant shall be filed with the form.