VIDEO DISPLAY CORP - Quarter Report: 2003 November (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934

VIDEO DISPLAY CORPORATION
(Exact name of registrant as specified on its charter)

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 ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date:

Video Display Corporation and Subsidiaries

Index

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Video Display Corporation and Subsidiaries

Consolidated Balance Sheets

The accompanying notes are an integral part of these statements.

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Video Display Corporation and Subsidiaries

Consolidated Statements of Operations (unaudited)

The accompanying notes are an integral part of these statements.

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Video Display Corporation and Subsidiaries

Consolidated Statements of Shareholders' Equity and Comprehensive Income
for the Twelve Months Ended February 28, 2003 (audited) and
the Nine Months Ended November 30, 2003 (unaudited)

The accompanying notes are an integral part of these statements.

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Video Display Corporation and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

The accompanying notes are an integral part of these statements.

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Video Display Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with instructions for Form 10-Q as found in Article 10 of Regulation S-X. Accordingly, such consolidated financial statements do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations for the periods covered have been reflected in the statements. The accompanying consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended February 28, 2003 included in the Company's Annual Report on Form 10-K.

        The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries after elimination of all significant intercompany accounts and transactions. Certain prior period balances have been reclassified to conform to the current period presentation.

        Assets and liabilities of foreign subsidiaries are translated using the exchange rate in effect at the end of the period. Revenues and expenses are translated using the average of the exchange rates in effect during the period. Translation adjustments and transaction gains and losses related to long-term intercompany transactions are accumulated as a separate component of shareholders' equity. The Company has a subsidiary in the U.K., which is not material, and uses the British pound as its functional currency.

        The Company reported its Mexican subsidiary on the basis of the functional currency being the U.S. dollar, effective January 1, 1997, as over 90% of the subsidiary's sales and purchases were with the parent with accounts receivable and accounts payable settled in U.S. dollars. The Mexican operations were substantially shut down in the third quarter of the fiscal year ended 2003 and the cumulative translation losses were recognized as a charge against income in that fiscal year.

NOTE B—ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

        In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities". In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation requirements of FIN 46 apply immediately to variable interest entities created or obtained after January 31, 2003. FIN 46 applies in the first fiscal year, or interim period, beginning after December 15, 2003 to variable interests entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. Since the Company currently has identified no variable interest entities, management expects that the adoption of the provisions of FIN 46 will not have a material impact on the Company's consolidated results of operations or financial position.

        In May 2003, the FASB issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 requires three types of freestanding financial instruments to be classified as liabilities in statements of financial position. One type is mandatorily redeemable shares, which the issuing company is obligated to buy back in exchange for cash or other assets. A second type, which includes put options and forward purchase contracts,

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involves instruments that do or may require the issuer to buy back some of its shares in exchange for cash or other assets. The third type of instruments are obligations that can be settled with shares, the monetary value of which is fixed, tied solely or predominately to a variable such as a market index, or varies inversely with the value of the issuer's shares. The majority of the guidance in SFAS No. 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. In accordance with SFAS No. 150, the Company adopted this standard on September 1, 2003, which did not have a material impact on the Company's consolidated financial position and results of operations. During fiscal 2003, the Company issued $100,000 of redeemable common stock in exchange for inventory. During the first quarter ended May 31, 2003, the stock was redeemed at the option of the holder for $100,000 cash.

        There were no other recently issued accounting pronouncements with delayed effective dates that would currently have a material impact on the Company's consolidated financial position and results of operations.

NOTE C—INVENTORIES

        Inventories are stated at the lower of cost (first in, first out) or market.

        Inventories consisted of the following:

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NOTE D—LONG-TERM DEBT

        Long-term debt consisted of the following:

NOTE E—LINES OF CREDIT

        On November 21, 2003, the Company signed an amendment to its existing line with its primary lender expanding the maximum availability from $9,500,000 to $12,000,000 for two years. In addition to the $12,000,000 line of credit, the lender also agreed to advance up to $3,500,000 of short term (180 day) bridge financing to allow the Company to consider methods of acquisition of real estate currently under lease by the Company.

        The interest rate on the amended line of credit is a variable rate based upon the Company's earning performance. At November 30, 2003, the floating rate was 3.62% based on a ratio of debt to EBITDA, as defined. The weighted average interest rate during the nine months ended November 30, 2003 and the year ended February 28, 2003 was 3.70% and 3.4%. The average amount and maximum amount outstanding were $6,966,000 and $8,801,000, respectively, during the nine month periods ended November 30, 2003 and $9,248,000 and $9,524,000, respectively, during fiscal year 2003. Borrowings under the line of credit are limited to eligible accounts receivable, inventory and real estate, as defined, and includes a commitment fee of 0.25% for the unused portion. As of November 30, 2003, the outstanding balance on the line of credit was $5,567,000 and the available amount for borrowing was $6,433,000.

        The line of credit agreement contains affirmative and negative covenants, including requirements related to tangible net worth and debt service coverage. Additionally, dividend payments, capital

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expenditures and acquisitions have certain restrictions. Substantially all of the Company's retained earnings are restricted based upon these covenants. Subsequent to November 30, 2003, the Company received bank approval to issue a $0.05 per common share cash dividend to all shareholders of record as of December 30, 2003.

        Additionally, the Company converted a $2,750,000 term loan facility (collateralized by assets of Fox International, Inc.) with another bank back to a short term revolving note due July 31, 2004. Interest on this facility is at the rate of prime plus 1%. The line is limited by eligible accounts receivable and inventory. The outstanding balance at November 30, 2003 was $2,420,000 and the available amount for borrowing was $330,000

NOTE F—SUPPLEMENTAL CASH FLOW INFORMATION

NOTE G—SHAREHOLDERS' EQUITY

Earnings Per Share

        Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of shares outstanding during each period. Shares issued during the period are weighted for the portion of the period that they were outstanding. Diluted earnings per share is calculated in a manner consistent with that of basic earnings per share while giving effect to all dilutive potential common shares that were outstanding during the period.

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        The following table sets forth the computation of basic and diluted earnings (loss) per share for the three and nine-month periods ended November 30, 2003 and 2002:

        For the nine months ended November 30, 2003, stock options in the amount of 15,000 shares were anti-dilutive and excluded from the diluted earnings per share calculation. For the three and nine month periods ended November 30, 2002, stock options and assumed conversion of debt were excluded from the respective diluted earnings per share calculations as their inclusion would have been anti-dilutive because of the net losses experienced in those periods.

Stock-Based Compensation Plans

        The Company has an incentive stock option plan whereby total options to purchase 600,000 common shares may be granted to key employees at a price not less than fair market value at the time the options are granted and are exercisable beginning on the first anniversary of the grant date for a period not to exceed ten years. Statement of Financial Accounting Standards No. 123 encourages, but does not require companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for

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Stock Issued to Employees", and related Interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee must pay to acquire the stock. The option price of all the Company's stock options is equal to the market value of the stock at the grant date.

        Had compensation cost been determined based upon the fair value at the grant date for awards under the stock option plan consistent with the methodology prescribed under SFAS No. 123, the effect on the Company's pro forma net income (loss) and net income (loss) per share would have been as follows:

        The fair value of stock options used to compute proforma net income applicable to common shareholders and earnings per share disclosures is the estimated present value at grant date using the Black Scholes option pricing model with the following weighted average assumptions for the three and nine months ended November 30, 2003 and 2002, respectively: expected volatility of 75% and 60%; a risk free interest rate of 3.5% and 4.5%; expected lives of 3.0 and 3.5 years; and a dividend yield of 0% for both periods.

Stock Repurchase Program

        The Company has a stock repurchase program, pursuant to which it is authorized to repurchase up to 588,000 shares of the Company's common stock in the open market. As part of this program, the Company repurchased 238,000 and 7,000 shares of common stock through the nine months ended November 30, 2003, and 2002, respectively.

Conversion of Subordinated Debentures

        On October 27, 2003, the Company's CEO, in accordance with the provisions of his subordinated debt agreement, converted his remaining $1,000,000 of subordinated debentures into 240,000 shares of the Company's common stock.

Dividends

        Subsequent to November 30, 2003, the Company announced that it will pay a $0.05 per common share dividend to holders of record as of December 30, 2003, payable January 30, 2004.

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Video Display Corporation and Subsidiaries

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion should be read in conjunction with the attached interim consolidated financial statements and with the Company's 2003 Annual Report to Stockholders, which included audited financial statements and notes thereto for the fiscal year ended February 28, 2003, as well as Management's Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

        The following table sets forth, for the three and nine months ended November 30, 2003 and 2002, the percentages which selected items in the Statements of Income bear to total sales:

Net sales

        Consolidated net sales decreased $175,000 and $473,000 for the three and nine month periods ended November 30, 2003 as compared to the same periods ended November 30, 2002. CRT division sales increased $264,000 and decreased $71,000 for the three and nine-month comparative periods ended November 2003. The wholesale division sales decreased $439,000 and $402,000 for the three and nine month comparative periods.

        The CRT segment sales included net increases from the Company's growing monitor division. Sales increased $852,000 and $2,505,000 for the three and nine month periods ended November 30, 2003 over the same periods a year ago. These increases in revenues are attributed primarily to the

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Company's Display Systems operations for sales of projection simulation displays and to the Lexel operation including radar displays. Lexel's revenues, while higher than the comparative periods a year ago, are down slightly from the first and second quarters of fiscal 2004. One of its major contracts is coming to completion and by the end of the fourth quarter of fiscal 2004 will no longer be a component of sales. This contract provided $800,000 of revenue in the third quarter ended November 30, 2003. Lexel's other product lines, including direct view storage tubes, maintain significant backlogs.

        There were offsetting declines within the monitor division of $62,000 and $1,115,000 for the three and nine month comparative periods due to the closure of two locations, MegaScan and Wolcott during fiscal 2003. XKD's product line of cockpit displays provided an increase for the three and nine-month comparative periods of $189,000 and $550,000.

        The entertainment division sales continue to reflect declines of in-warranty replacement tubes to major television set distributors. Sales in this division declined $63,000 and $495,000 for the three and nine month comparative periods.

        Declines in the data display division of $485,000 and $1,916,000 for the three and nine month comparative periods continue to reflect the continued sluggish replacement market for cathode ray tubes. These declines are not attributed to the loss of any particular customers, but rather a reflection of customer decisions to purchase new monitors with updated products and technologies instead of repairing older tubes.

        The wholesale parts division sales declined for the quarter and nine months ended November 30, 2003 as compared to a year ago. Sales to distributors of consumer electronic parts were down $165,000 and $108,000 for the three and nine month comparative periods and sales under the distribution sales agreements of parts and accessories for Applica and Norelco product lines were down $79,000 and $302,000 for the three and nine months as compared to a year ago. These declines were attributed primarily to the sluggish market for original consumer electronic parts, which also negatively impacted repair and warranty sales of this division.

Gross margins

        Consolidated gross margins increased from 5.3% to 29.8% for the quarter and from 22.5% to 32.5% for the nine months ended November 30, 2003 as compared to November 30, 2002. CRT segment margins increased from (2.2%) to 25.1% and from 16.3% to 28.9% for the three and nine month comparative periods. The wholesale parts segment margins decreased from 46.4% to 41.7% for the quarter and increased from 44.5% to 45.3% for the nine months ended November 30, 2003.

        CRT segment margins were impacted by a variety of factors. The third quarter of fiscal 2003 included write-downs and write-offs of inventories and manufacturing equipment of $4,496,000 related to the closing of operations of Mexico, Wolcott, MegaScan, and Aydin UK locations. Additionally, several CRT locations with higher volume were able to achieve these increases without adding comparable fixed overhead and as such margins are generally improved.

        The wholesale parts segment year to date margins improved primarily as a result of the distribution agreements for Applica and Norelco; however, these revenues were down slightly in the third quarter of fiscal 2004. The revenues for these products include a handling charge and shipping revenue which carry significant profit margins. Offsetting expenses for these product lines is a component of selling, general and administrative expenses.

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Operating expenses

        Operating expenses as a percentage of sales decreased from 38.0% to 24.3% for the quarter ended November 30, 2003 as compared to November 30, 2002 and decreased from 30.0% to 24.7 for the same nine month comparative period.

        Included in operating expenses for the third quarter ended November 30, 2002 were write-offs of accounts receivable and other assets in the amount of $572,000 related to the Mexico manufacturing location that was in the process of being shut down. A non-cash charge of $1,296,000 was recognized in that same period for the cumulative foreign currency translation adjustment to reflect the impairment of the Company's investment in the Mexican subsidiary. Excluding the effects of these adjustments, operating expenses as a percentage of sales decreased from 27.8% to 24.3% and from 26.7% to 24.7% for the three and nine months ended November 30, 2003 compared to November 30, 2002.

        Excluding the above adjustments, CRT segment expenses decreased $1,533,000 and Wholesale parts expenses increased $129,000 for the nine month comparative periods. The closure of the three facilities during fiscal 2003 accounts for $1,064,000 of the expense reductions. The completion of the relocation of the Aydin location and other cost cutting programs implemented in late fiscal 2003 attributes to the remaining declines in CRT expenses.

        Increases to the wholesale parts segment include increases to delivery charges, warehouse rent and labor that is incurred in direct correlation to the increase in volume associated with the distribution agreement revenues.

Interest expense

        Interest expense decreased $157,000 and $222,000 for the three and nine months ended November 30, 2003 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. Overall debt decreased $5,836,000 during the nine month comparable periods.

Other expense

        Other expense for the three and nine months ended November 30, 2003 included a realized loss of $126,000 recognized on the sale of marketable equity securities.

Income taxes

        The effective tax rate for the nine months ended November 30, 2003 as compared to November 30, 2002 is 38.6% as compared to a benefit of 19.7%. The effective rate for the nine months ended November 30, 2002 was lower than the Federal statutory rate due to differences between income tax and financial reporting purposes relating primarily to the abandonment of Mexican net operating losses and the effect of state income taxes.

Foreign currency translation

        In the third quarter of fiscal 2003 the Company closed its Mexico operations. Prior to this, the Company's Mexican subsidiary reported on the basis of the functional currency as being the US dollar and any exchange gains or losses due to the actual exchange of pesos and US dollars were reflected in the Company's income statement.

        Gains or losses resulting from the transactions with its UK subsidiary are reported in current operations while currency translation adjustments are recognized in a separate component of shareholders' equity. There were no significant gains or losses recognized in either period related to the UK subsidiary.

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Liquidity and capital resources

        As of November 30, 2003, the Company had total cash and cash equivalents of $1,453,000. The Company's working capital was $30,639,000 and $26,739,000 at November 30, 2003 and February 28, 2003.

        Cash provided by operations for the nine months ended November 30, 2003 was $5,998,000 as compared to $1,873,000 for the same period a year ago. Net income for the nine months ended November 30, 2003 adjusted for non-cash items provided cash of $4,099,000. Decreases in accounts receivable and inventories and increases in accounts payable provided cash of $2,057,000 for the nine months ended November 30, 2003. Increases in prepaids and other assets used cash of $158,000 during the same period. During the nine months ended November 30, 2002, operating cash flows were provided primarily by net income adjusted for non-cash items of $3,829,000. Increases in inventories used cash of $2,355,000 for the nine months ended November 30, 2002. Increases in accounts receivables and prepaid expenses used cash of $1,311,000. Increases in accounts payable and accrued liabilities provided cash of $1,680,000.

        The decrease in accounts receivable of $1,079,000 is a function of better collection efforts and the collection of certain contract revenues. The decrease in inventory of $826,000 was attributed to the timing of purchases related to contract revenues and overseas purchasing requirements. The increase in accounts payable and accrued liabilities primarily reflect the effects of tax accruals for the quarter offset by reductions in accounts payable.

        Investing activities used $558,000 in the first nine months of fiscal 2004 for purchases of property, plant and equipment.

        Financing activities used cash of $6,333,000 for the nine months ended November 30, 2003. Cash was used to pay down existing debt of $4,836,000 and to repurchase common stock for $1,573,000 under the repurchase program. Additionally the Company redeemed $100,000 of common stock previously issued for the purchase of inventory.

        In November 2003 the Company signed an agreement with its primary lender to provide for a new two year revolving line of credit in the amount of $12,000,000 to replace the existing $9,500,000 line. In addition to the $12,000,000 line of credit, the lender has agreed to advance the Company $3,500,000 of short-term (180 day) bridge financing to allow the Company to consider methods of acquisition of real estate currently under lease by the Company.

        The agreed upon interest rate to be applied on the new revolver will be variable based upon the ratio of senior funded debt to EBITDA. The initial rate is anticipated to be LIBOR plus 2% but can increase or decrease in a range of 1.75% to 2.50% spread over LIBOR rates. Additionally, the Company made an agreement with another of its lenders to replace its current $2,500,000 term note with a secured one year line of credit in the amount of $2,750,000. The interest rate on the new line is prime plus one percent and is limited to available borrowings based on receivables and inventories.

Critical Accounting Policies

        Management's Discussion and Analysis of Results of Operations and Financial Condition are based upon the Company's consolidated financial statements. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes. The accounting policies that may involve a higher degree of judgments, estimates, and complexity include reserves on inventories, revenue recognition, the

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allowance for bad debts and warranty reserves. 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 realizable value of the inventory falls below its original cost. The age of the inventory is not as significant as is the projected demand for CRTs. Management is able to identify consumer buying trends, such as size and application, well in advance of supplying replacement CRTs. Thus, the Company is able to adjust inventory-stocking levels according to the projected demand. The average life of a CRT is five to seven years, at which time the Company's replacement market develops. These reviews include observations of product development trends of the OEM's, new products being marketed, and technological advances relative to the product capabilities of the Company's existing inventories.

Revenue Recognition

        Revenue from product sales is recognized when goods are shipped. The Company does not offer rights of return to customers; however, it does offer one and two-year limited warranties on certain products.

        Revenue from contracts that are long-term in nature is recognized by the percentage of completion method. Profit estimates are revised periodically based upon actual costs incurred. Any expected losses identified on contracts are recognized immediately. Revenue related to short-term contracts is recognized upon shipment of product, which is typically mandated by set delivery dates in the related contract.

Allowance for bad debts

        The allowance for bad debts is determined by reviewing known customer exposures and applying historical credit loss experience to the current receivable portfolio with consideration given to the current condition of the economy, assessment of the financial position of the creditors and overall trends in past due accounts compared to established thresholds. The Company monitors credit exposure and assesses the adequacy of the allowance for bad debts on a regular basis.

Warranty reserves

        The warranty reserve is determined by recording a specific reserve for known warranty issues and a general reserve based on historical claims experience. Actual claims incurred could differ from the original estimates, requiring adjustments to the reserve.

Other Accounting Policies

        Other loss contingencies are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. 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.

Forward-Looking Information

        This report contains forward-looking statements and information that is based on management's beliefs, as well as assumptions made by, and information currently available to management. When

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used in this document, the words "anticipate", "believe", "estimate", "intends", "will", and "expect" and similar expressions are intended to identify forward-looking statements. Such statements involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are the following: business conditions, rapid or unexpected technological changes, product development, inventory risks due to shifts in product demand, competition, domestic and foreign government relations, fluctuations in foreign exchange rates, rising costs for components or unavailability of components, the timing of orders booked, lender relationships, and the risk factors listed from time to time in the Company's reports filed with the Commission.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        The Company's primary market risks include fluctuations in interest rates and variability in interest rate spread relationships, such as prime to LIBOR spreads. Approximately $20,549,000 of outstanding debt at November 30, 2003 related to long-term indebtedness under variable rate debt. Interest on the outstanding balance of this debt will be charged based on a variable rate related to the prime rate or the LIBOR rate. Both rate bases are incremented for margins specified in their agreements. Thus, the Company's interest rate is subject to market risk in the form of fluctuations in interest rates. The effect of a hypothetical one percentage point increase across all maturities of variable rate debt would result in an decrease of approximately $205,000 in pre-tax net income assuming no further changes in the amount of borrowings subject to variable rate interest from amounts outstanding at November 30, 2003. The Company does not trade in derivative financial instruments.

        The Company has a subsidiary in the U.K., which is not material, but uses the British pound as its functional currency. Due to its limited operations outside of the U.S., the Company's exposure to changes in foreign currency exchange rates between the U.S. dollar and foreign currencies or to weakening economic conditions in foreign markets is not expected to significantly impact the Company's financial position.

ITEM 4. CONTROLS AND PROCEDURES

a)

Evaluation of disclosure controls and procedures. Our chief executive officer and our chief financial officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this quarterly report (the "Evaluation Date"), have concluded that, as of the Evaluation Date, our disclosure controls and procedures were adequate with regards to the domestic operations of the Company and designed to ensure that material information relating to us and our consolidated subsidiaries would be made known to our chief executive officer and our chief financial officer by others within those entities. The Company had begun implementing changes to the disclosure controls and procedures for the international operations but at the time of the Evaluation Date had not completed those changes.

b)

Changes in internal controls. Subsequent to the Evaluation Date there were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such internal controls and procedures requiring corrective actions.

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PART II

Item 1. Legal Proceedings

        No new material legal proceedings or material changes in existing litigation occurred during the quarter ended November 30, 2003.

Item 2. Changes in Securities and Use of Proceeds

        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

(a)

Exhibits:

Exhibit 31. Rule 13a-14(a)/15d-14(a) Certifications
Exhibit 32. Section 1350 Certifications

(b)

The Company filed a Form 8-K on October 15, 2003 pertaining to its second quarter fiscal 2004 earnings release.

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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.

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QuickLinks

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES

Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other information
Item 6. Exhibits and Reports on Form 8-K