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SEC Company Response from VIDEO DISPLAY CORP (VIDE) (CIK 0000758743) — Jul 27, 2005

VIDEO DISPLAY CORP (VIDE) (CIK 0000758743)
Date: July 27, 2005 · CIK: 0000758743 · Accession: 0001104659-05-034345

AI Filing Summary & Sentiment

Date
July 26, 2005
Author
/s/ Ronald D. Ordway
Form
CORRESP
Company
VIDEO DISPLAY CORP (VIDE) (CIK 0000758743)

Letter

United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549

RE: Requests From David Burton per Comment Letter on Form 8-K filed 6/30/05.

Dear Mr. Burton:

Please find below the answers to your queries of June 30, 2005.

Item 4-01. Changes in Registrant’s Certifying Accountant.

1) Revise to provide info required by Item 304(a)(1)(v) of Regulation S-K

Specifically

304(a)(1)(iv)(B)

304(a)(1)(iv)(C)

regarding internal weaknesses that BDO advised Video Display Corporation of during the most recent two years and subsequent time period.

RE: 304(a)(1)(iv)(B): The independent accountant (BDO Seidman) has not advised the registrant in written or verbal form of any reportable events (material weakness, etc.) during the two previous audit periods or period subsequent thereto other than the two disclosed in the Form 8-K submitted 6/27/2005.

The Form 8-K as submitted does adhere to Regulation S-K 304(a)(1)(iv)(B) as it states that BDO Seidman did discuss with the audit committee on June 10, 2005 the material weakness reported in the fiscal 2/28/2005 audit procedure and also reported to the audit committee subsequent to the February 28, 2003 audit a reportable event applicable to the 2003 fiscal year.

RE: 304(a)(1)(iv)(C): The registrant has not authorized BDO Seidman in writing to respond to a successor accountant on any and all matters of disagreement since, as the submitted Form 8-K discloses, and confirmed by letter from BDO Seidman, “There has been no disagreement between the Company and BDO Seidman, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.”

2) Describe the nature of each reportable event and the amounts involved.

The first reportable event occurred in fiscal 2003 and is therefore not applicable to the reportable time period of the last two years audited. The event pertained to insufficient reconciliations of intercompany A/R and A/P balances. In the third quarter of fiscal 2004, the registrant implemented regular monthly transaction reconciliation and review processes to enhance its controls and procedures over intercompany transactions. The amount associated with this reportable event was $238,000.

The second reportable event occurred in fiscal 2005 and related to a procedure for preparing timely preparation of journal entries as well as the failure to routinely review and approve on a monthly basis all repetitive and non-repetitive journal entries made at divisional levels. The registrant has implemented new procedures which forbid any journal entries being prepared at divisional levels without first being approved by corporate level management.

There is no intent to restate or amend any previously submitted SEC Form 10Q or SEC Form 10K related to the aforementioned reportable events as financial adjustments, if any, have been recorded and reported in the applicable reporting periods.

3) Provide a schedule of fiscal year end adjustments.

See attached BDO Seidman analysis for adjusting entries and reasons therefore.

4) Provide letter or written communication from former accountant regarding disagreements, if any.

The respondent and the former accountant have previously submitted reports stating that there are no disagreements between the Company and BDO Seidman, LLP on any matter of accounting principles or practices, financial disclosures, or auditing scope or procedure.

5) To the extent a Form 8-K is amended to comply, please file updated Exhibit 16.

The respondent believes that an amended Form 8-K is not required based upon the above disclosures and adherence of the June 27, 2005 Form 8-K to SEC Regulation S-K reporting requirements. The respondent, however, is not averse to filing an amended

Form 8-K and would request SEC guidance on what additional or amended information, if any, should be included therein.

Sincerely yours,
VIDEO DISPLAY CORPORATION

Show Raw Text
CORRESP
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filename1.htm

July 26, 2005

Mr. David Burton

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

RE:  Requests From David Burton
per Comment Letter on Form 8-K filed 6/30/05.

Dear Mr. Burton:

Please find below the answers to your queries of June 30, 2005.

Item 4-01.  Changes in Registrant’s
Certifying Accountant.

1)              Revise
to provide info required by Item 304(a)(1)(v) of Regulation S-K

  Specifically

  304(a)(1)(iv)(B)

  304(a)(1)(iv)(C)

regarding internal weaknesses that BDO
advised Video Display Corporation of during the most recent two years and
subsequent time period.

RE:  304(a)(1)(iv)(B):  The independent accountant (BDO Seidman) has
not advised the registrant in written or verbal form of any reportable events
(material weakness, etc.) during the two previous audit periods or period
subsequent thereto other than the two disclosed in the Form 8-K submitted
6/27/2005.

The Form 8-K as submitted does adhere to Regulation S-K
304(a)(1)(iv)(B) as it states that BDO Seidman did discuss with the audit
committee on June 10, 2005 the material weakness reported in the fiscal
2/28/2005 audit procedure and also reported to the audit committee subsequent
to the February 28, 2003 audit a reportable event applicable to the 2003
fiscal year.

RE:  304(a)(1)(iv)(C):  The registrant has not authorized BDO Seidman
in writing to respond to a successor accountant on any and all matters of
disagreement since, as the submitted Form 8-K discloses, and confirmed by
letter from BDO Seidman, “There has been no disagreement between the Company
and BDO Seidman, LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.”

2)              Describe
the nature of each reportable event and the amounts involved.

The first reportable event occurred in fiscal 2003 and is therefore not
applicable to the reportable time period of the last two years audited.  The event pertained to insufficient
reconciliations of intercompany A/R and A/P balances.  In the third quarter of fiscal 2004, the
registrant implemented regular monthly transaction reconciliation and review
processes to enhance its controls and procedures over intercompany
transactions.  The amount associated with
this reportable event was $238,000.

The second reportable event occurred in fiscal 2005 and related to a
procedure for preparing timely preparation of journal entries as well as the
failure to routinely review and approve on a monthly basis all repetitive and
non-repetitive journal entries made at divisional levels.  The registrant has implemented new procedures
which forbid any journal entries being prepared at divisional levels without
first being approved by corporate level management.

There is no intent to restate or amend any previously submitted SEC Form 10Q
or SEC Form 10K related to the aforementioned reportable events as
financial adjustments, if any, have been recorded and reported in the
applicable reporting periods.

3)  Provide a schedule of
fiscal year end adjustments.

See attached BDO Seidman analysis for adjusting entries and reasons
therefore.

4)  Provide letter or written
communication from former accountant regarding disagreements, if any.

The respondent and the former accountant have previously submitted
reports stating that there are no disagreements between the Company and BDO
Seidman, LLP on any matter of accounting principles or practices, financial
disclosures, or auditing scope or procedure.

5)  To the extent a Form 8-K
is amended to comply, please file updated Exhibit 16.

The respondent believes that an amended Form 8-K is not required
based upon the above disclosures and adherence of the June 27, 2005 Form 8-K
to SEC Regulation S-K reporting requirements.
The respondent, however, is not averse to filing an amended

Form 8-K and would request SEC guidance on what additional or amended
information, if any, should be included therein.

  Sincerely yours,

  VIDEO DISPLAY CORPORATION

  /s/ Ronald D. Ordway

  Ronald D. Ordway

  Chief Executive Officer

PROPOSED ADJUSTING JOURNAL ENTRIES

  Client

  Video
  Display Corporation

  Client No.  065967-0001

  Year End  February 28,
  2005

  Balance
  Sheet Effect

  Pre-Tax

  Net

  Working

  (Memo)

  Assets

  Liabilities

  Equity

  Income

  Income
  ***

  Gross
  Profit

  Capital

  Non-

  Workpaper

  Proposed
  Journal Entry

  Increase

  Increase

  Increase

  Increase

  Increase

  Increase

  Increase

  Taxable

  PAJE #

  Adjustment
  Description

  Type*

  E**

  Reference

  Debit

  Credit

  (Decrease)

  (Decrease)

  (Decrease)

  (Decrease)

  (Decrease)

  (Decrease)

  (Decrease)

  Items

  Current Year PAJEs

  1

  To reclassify O/S Checks to AP

  Cash Operating ‘0107-01-00

  K

  5

  Fox A-6

  464,056

  464,056

  464,056

  Accounts Payable
  ‘0301-01-00

  K

  7

  464,056

  464,056

  (464,056

  )

  2

  Properly record inventory received

  Inventory

  K

  5

  F-1/1

  42,780

  42,780

  42,780

  Accounts Payable

  K

  7

  42,780

  42,780

  (42,780

  )

  3

  To remove double capitalized asset and depreciation

  AR - Other

  K

  5

  Fox M-3

  11,290

  11,290

  11,290

  Fixed Asset
  0235-01-00

  K

  6

  11,290

  (11,290

  )

  Acc. Dep - F&F 0236-01-00

  K

  6

  Fox M-3

  612

  612

  Depreciation
  Expense -

  0732-01-00

  K

  1

  612

  612

  612

  612

  612

  4

  To reduce prepaid
  insurance balance to proper amount

  Insurance Expense

  K

  1

  G-2

  214,390

  (214,390

  )

  (214,390

  )

  (214,390

  )

  (214,390

  )

  Prepaid Insurance

  K

  5

  214,390

  (214,390

  )

  (214,390

  )

  5

  To correctly state prepaid professional fees

  Professional fees expense

  K

  2

  G-1

  20,156

  (20,156

  )

  (20,156

  )

  (20,156

  )

  Prepaid
  Professional fees

  K

  5

  20,156

  (20,156

  )

  (20,156

  )

  6

  To remove double capitalized asset

  Manual A/P

  K

  7

  M-9.2

  42,844

  (42,844

  )

  42,844

  Sales Tax Payable

  K

  7

  3,856

  (3,856

  )

  3,856

  Machinery &
  Equipment

  K

  5

  46,700

  (46,700

  )

  (46,700

  )

  7

  To properly amortize Dataray Intanglibles

  Amortization Expense

  K

  1

  S-5

  18,333

  (18,333

  )

  (18,333

  )

  (18,333

  )

  (18,333

  )

  Other Assets

  K

  6

  18,333

  (18,333

  )

  8

  To remove pending payable adjustment (Reverse Murry
  Fox Journal Entry)

  COGS

  K

  1

  Fox HH-2

  148,083

  (148,083

  )

  (148,083

  )

  (148,083

  )

  (148,083

  )

  Pending Payables

  K

  7

  148,083

  148,083

  (148,083

  )

  9

  To record the debt from the XKD royalty

  Accrued Royalty

  K

  7

  HH-9/2

  350,000

  (350,000

  )

  350,000

  Discount on Debt

  K

  8

  150,000

  (150,000

  )

  Note Payable

  K

  8

  500,000

  K

  9

  10

  To accret debt discount for Q3, Q4, and for
  Santamaria conversion

  Interest Expense

  K

  2

  HH-9/2

  56,250

  (56,250

  )

  (56,250

  )

  (56,250

  )

  Debt discount

  K

  8

  56,250

  56,250

  11

  To account for Santamaria conversion of Debt to
  Equity

  Note Payable

  K

  8

  HH-9/2

  125,000

  (125,000

  )

  Common Stock

  K

  9

  125,000

  125,000

  12

  To record expense for utility expense not accrued for
  at year-end

  Utility Expense

  K

  2

  VI

  49,502

  (49,502

  )

  (49,502

  )

  (49,502

  )

  Accounts Payable

  K

  7

  49,502

  49,502

  (49,502

  )

  13

  To correctly account for Warranty Exchange Items at
  the Florida Location

  Revenue

  K

  1

  96,000

  (96,000

  )

  (96,000

  )

  (96,000

  )

  (96,000

  )

  Deferred Revenue

  K

  7

  96,000

  96,000

  (96,000

  )

  14

  To correctly state the Company’s AR reserve needed

  Bad Debt Expense

  E

  2

  C-5

  32,000

  (32,000

  )

  (32,000

  )

  (32,000

  )

  Allowance for doubtful accounts

  E

  5

  32,000

  (32,000

  )

  (32,000

  )

  PAJE Totals

  1,825,152

  1,825,152

  175,869

  184,971

  (509,102

  )

  (634,102

  )

  (634,102

  )

  (476,195

  )

  (198,840

  )

  —

*                Indicate whether PAJE is estimated (E), known
(K) or projected sampling error (P)

**         Enter effect code: 1 = Sales or CGS, 2 = Other taxable income or
deductible expense (except income tax), 3 = Other non-taxable income or
non-deductible expense (permanent difference), 4 = Income tax expense (or
benefit), 5 = Current asset, 6 = Long-term asset, 7 = Current liability, 8 =
Long-term liability, 9 = Equity

***  Tax effect of PAJEs, where applicable, is reflected on the Totals sheet
with an offsetting effect on current liabilities.  If a significant PAJE would affect current
assets or long-term deferred tax assets or liabilities instead of current
liabilities, manual override should be considered