VIRCO MFG CORPORATION - Quarter Report: 2014 October (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended October 31, 2014



¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File number 1-8777

VIRCO MFG. CORPORATION

(Exact Name of Registrant as Specified in its Charter)



Delaware		95-1613718
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2027 Harpers Way, Torrance, CA		90501
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 533-0474

No change

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

The number of shares outstanding for each of the registrant’s classes of common stock, as of the latest practicable date:

Common Stock, $.01 par value — 14,852,640 shares as of December 5, 2014.

TABLE OF CONTENTS



Part I. Financial Information	3
Item 1. Financial Statements	3
Unaudited condensed consolidated balance sheets - October 31, 2014, January 31, 2014 and October 31, 2013	3
Unaudited condensed consolidated statements of income - Three months ended October 31, 2014 and 2013	5
Unaudited condensed consolidated statements of income - Nine months ended October 31, 2014 and 2013	6
Unaudited condensed consolidated statements of comprehensive income (loss) - Three months ended October 31, 2014 and 2013	7
Unaudited condensed consolidated statements of comprehensive income (loss) - Nine months ended October 31, 2014 and 2013	8
Unaudited condensed consolidated statements of cash flows -Nine months ended October 31, 2014 and 2013	9
Notes to unaudited condensed consolidated financial statements - October 31, 2014	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures about Market Risk	20
Item 4. Controls and Procedures	21

Part II. Other Information	22
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	22
Item 6. Exhibits	22
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

PART I. Financial Information

Item 1. Financial Statements

Virco Mfg. Corporation

Condensed Consolidated Balance Sheets



	10/31/2014		1/31/2014		10/31/2013
	(In thousands, except share data)
	Unaudited (Note 1)				Unaudited (Note 1)
Assets
Current assets
Cash	$	1,216	$	1,051	$	1,141
Trade accounts receivables, net	14,776		8,468		17,542
Other receivables	55		52		188
Income tax receivable	299		290		277
Inventories
Finished goods, net	6,732		7,237		5,896
Work in process, net	11,676		11,116		9,990
Raw materials and supplies, net	10,018		9,427		8,589
	28,426		27,780		24,475
Deferred tax assets, net	203		203		—
Prepaid expenses and other current assets	1,308		1,795		1,975
Total current assets	46,283		39,639		45,598
Property, plant and equipment
Land	1,671		1,671		1,671
Land improvements	851		1,185		1,185
Buildings and building improvements	47,047		47,271		47,261
Machinery and equipment	112,228		115,667		114,788
Leasehold improvements	1,894		2,328		2,328
	163,691		168,122		167,233
Less accumulated depreciation and amortization	128,095		131,817		130,723
Net property, plant and equipment	35,596		36,305		36,510
Deferred tax assets, net	545		611		1,439
Other assets	6,969		6,789		6,659
Total assets	$	89,393	$	83,344	$	90,206

See accompanying notes.

Virco Mfg. Corporation

Condensed Consolidated Balance Sheets



	10/31/2014			1/31/2014			10/31/2013
	(In thousands, except share data)
	Unaudited (Note 1)						Unaudited (Note 1)
Liabilities
Current liabilities
Accounts payable	$	12,248		$	12,355		$	12,771
Accrued compensation and employee benefits	4,012			3,594			3,744
Current portion of long-term debt	2,018			2,248			3,777
Deferred tax liabilities	—			—			572
Other accrued liabilities	4,885			4,459			5,883
Total current liabilities	23,163			22,656			26,747
Non-current liabilities
Accrued self-insurance retention	2,083			2,025			2,565
Accrued pension expenses	22,063			23,951			25,192
Income tax payable	39			69			100
Long-term debt, less current portion	6,153			6,000			—
Other accrued liabilities	1,095			1,038			1,215
Total non-current liabilities	31,433			33,083			29,072
Commitments and contingencies
Stockholders’ equity
Preferred stock:
Authorized 3,000,000 shares, $.01 par value; none issued or outstanding	—			—			—
Common stock:
Authorized 25,000,000 shares, $.01 par value; issued and outstanding 14,852,640 shares at 10/31/2014 ; and 14,718,414 at 1/31/2014 and 14,730,319 shares at 10/31/2013	148			147			147
Additional paid-in capital	116,226			115,978			115,817
Accumulated deficit	(68,560		)	(74,540		)	(67,597		)
Accumulated other comprehensive loss	(13,017		)	(13,980		)	(13,980		)
Total stockholders’ equity	34,797			27,605			34,387
Total liabilities and stockholders’ equity	$	89,393		$	83,344		$	90,206

See accompanying notes.

Virco Mfg. Corporation

Condensed Consolidated Statements of Income

Unaudited (Note 1)



	Three months ended
	10/31/2014			10/31/2013
	(In thousands, except per share data)
Net sales	$	62,652		$	59,454
Costs of goods sold	41,601			38,293
Gross profit	21,051			21,161
Selling, general and administrative expenses	16,258			16,653
Restructuring expense	—			791
Interest expense, net	393			323
Income (loss) before income taxes	4,400			3,394
Income tax expense (benefit)	(232		)	(14		)
Net income (loss)	$	4,632		$	3,408

Net income (loss) per common share:
Basic	$	0.31		$	0.23
Diluted	$	0.31		$	0.23
Weighted average shares outstanding:
Basic	14,824			14,647
Diluted	15,054			14,790

_______________

See accompanying notes.

Virco Mfg. Corporation

Condensed Consolidated Statements of Income

Unaudited (Note 1)



	Nine Months Ended
	10/31/2014		10/31/2013
	(In thousands, except per share data)
Net sales	$	139,374	$	136,277
Costs of goods sold	89,300		87,121
Gross profit	50,074		49,156
Selling, general and administrative expenses	42,750		41,572
Restructuring expense	62		1,266
Interest expense, net	1,227		1,123
Income (loss) before income taxes	6,035		5,195
Income tax expense (benefit)	55		24
Net income (loss)	$	5,980	$	5,171

Net income (loss) per common share:
Basic	$	0.41	$	0.35
Diluted	$	0.40	$	0.35
Weighted average shares outstanding:
Basic	14,747		14,582
Diluted	14,934		14,712

_______________

See accompanying notes.

Virco Mfg. Corporation

Condensed Consolidated Statements of Comprehensive Income (Loss)

Unaudited (Note 1)



	Three months ended
	10/31/2014		10/31/2013
	(In thousands)
Net income (loss)	$	4,632	$	3,408
Other comprehensive income (loss) :
Pension adjustments, net of tax	321		1,202
Comprehensive income (loss)	$	4,953	$	4,610

See accompanying notes.

Virco Mfg. Corporation

Condensed Consolidated Statements of Comprehensive Income (Loss)

Unaudited (Note 1)



	Nine months ended
	10/31/2014		10/31/2013
	(In thousands)
Net income (loss)	$	5,980	$	5,171
Other comprehensive income (loss) :
Pension adjustments, net of tax	963		2,006
Comprehensive income (loss)	$	6,943	$	7,177

See accompanying notes.

Virco Mfg. Corporation

Condensed Consolidated Statements of Cash Flows

Unaudited (Note 1)



	Nine months ended
	10/31/2014			10/31/2013
	(In thousands)
Operating activities
Net income (loss)	$	5,980		$	5,171
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	3,300			3,112
Provision for doubtful accounts	115			42
(Gain) loss on sale of property, plant and equipment	(2		)	(12		)
Deferred income taxes	36			45
Stock-based compensation	380			404
Pension settlement	—			800
Amortization of net actuarial (gain) loss for pension plans, net of tax	963			1,206
Changes in operating assets and liabilities:
Trade accounts receivable	(6,423		)	(8,748		)
Other receivables	(3		)	(80		)
Inventories	(646		)	841
Income taxes	(9		)	(60		)
Prepaid expenses and other assets	307			(134		)
Accounts payable and accrued liabilities	(1,044		)	855
Net cash provided by (used in) operating activities	2,954			3,442
Investing activities
Capital expenditures	(2,584		)	(2,740		)
Proceeds from sale of property, plant and equipment	2			19
Net investment in life insurance	—			—
Net cash provided by (used in) investing activities	(2,582		)	(2,721		)
Financing activities
Proceeds from long-term debt	33,750			28,851
Repayment of long-term debt	(33,827		)	(29,127		)
Common stock repurchased	(130		)	(157		)
Cash dividend paid	—			—
Net cash provided by (used in) financing activities	(207		)	(433		)

Net increase (decrease) in cash	165			288
Cash at beginning of year	1,051			853
Cash at end of year	$	1,216		$	1,141

See accompanying notes.

VIRCO MFG. CORPORATION

Notes to unaudited Condensed Consolidated Financial Statements

October 31, 2014

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended October 31, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2015. The balance sheet at January 31, 2014, has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014 (“Form 10-K”). Certain reclassifications have been made to the prior year cash flow statement to conform to the current year presentation. Reclassifications did not have a material impact to the cash flow statement. All references to the “Company” refer to Virco Mfg. Corporation and its subsidiaries.

Note 2. Correction of Immaterial Errors

Subsequent to the year ended January 31, 2014, the Company identified certain errors in the condensed consolidated balance sheets and consolidated statements of comprehensive income (loss) for the quarters ended April 30, July 31 and October 31, 2013. The Company previously recorded its quarterly net periodic pension cost as an increase to accrued pension expenses, when a portion of the net periodic pension cost attributed to the recognized net actuarial loss or (gain) should have been recorded as a decrease in the Company’s accumulated other comprehensive loss. These errors have no impact on the amounts previously reported in the Company’s statements of operations or statements of cash flows. Further, these errors have no impact on its consolidated financial statements as of and for the year ended January 31, 2014.

Management has evaluated the materiality of these errors quantitatively and qualitatively and has concluded that the corrections of these errors are immaterial to the condensed consolidated balance sheets, consolidated statements of comprehensive income (loss), and the financial statements as a whole. Accordingly, the Company has corrected the accompanying condensed consolidated balance sheet and consolidated statement of comprehensive income (loss) for the three and nine months ended October 31, 2013. The effect of recording immaterial corrections in the condensed consolidated balance sheets and consolidated statements of comprehensive income (loss) for the quarter ended October 31, 2013 is as follows:



	For the Quarter Ended October 31, 2013
(in thousands)	As Previously Reported		As Corrected
Accrued pension expenses	$	26,398	$	25,192
Total stockholder’s equity	33,181		34,387
Net income (loss)	3,408		3,408
Comprehensive income (loss)	4,208		4,610
Impact for period-to-date comprehensive income (loss)	5,971		7,177

Note 3. Seasonality

The market for educational furniture is marked by extreme seasonality, with approximately 50% of the Company’s total sales typically occurring from June to August each year, which is the Company’s peak season. Hence, the Company typically builds and carries significant amounts of inventory during and in anticipation of this peak summer season to facilitate the rapid delivery requirements of customers in the educational market. This requires a large up-front investment in inventory, labor, storage and related costs as inventory is built in anticipation of peak sales during the summer months. As the capital required for this build-up generally exceeds cash available from operations, the Company has historically relied on third-party bank

financing to meet cash flow requirements during the build-up period immediately preceding the peak season. In addition, the Company typically is faced with a large balance of accounts receivable during the peak season. This occurs for two primary reasons. First, accounts receivable balances typically increase during the peak season as shipments of products increase. Second, many customers during this period are government institutions, which tend to pay accounts receivable more slowly than commercial customers.

The Company’s working capital requirements during and in anticipation of the peak summer season require management to make estimates and judgments that affect assets, liabilities, revenues and expenses, and related contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to market demand, labor costs, and stocking inventory.

Note 4. New Accounting Standards

In July 2013, the FASB issued accounting guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, or similar tax loss, or a tax carryforward exists. The Company adopted the guidance effective February 1, 2014, the beginning of the Company's 2014 fiscal year. The guidance did not have a material impact on the Company's financial statements.

In April 2014, the FASB issued accounting guidance which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The guidance will be effective for fiscal years beginning on or after January 31, 2015 and interim periods within those annual periods with early adoption allowed. The Company does not expect the adoption to have a material impact on its financial statements.

In May 2014, the FASB issued a comprehensive new revenue recognition standard which will supersede previous existing revenue recognition guidance. The standard creates a five-step model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The five-step model includes (1) identifying the contract, (2) identifying the separate performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations and (5) recognizing revenue when each performance obligation has been satisfied. The standard also requires expanded disclosures surrounding revenue recognition. The standard is effective for fiscal periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective adoption. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard sets forth management’s responsibility to evaluate, each reporting period, whether there is substantial doubt about our ability to continue as a going concern, and if so, to provide related footnote disclosures. The standard is effective for annual and interim reporting periods ending after December 15, 2016. We are currently evaluating this new standard and expect it to have no impact on our financial position and results of operations.

Note 5. Inventories

Inventories primarily consist of raw materials, work in progress, and finished goods of manufactured products. In addition, the Company maintains an inventory of finished goods purchased for resale. Inventories are stated at lower of cost or market and consist of materials, labor, and overhead. The Company determines the cost of inventory by the first-in, first-out method. The value of inventory includes any related production overhead costs incurred in bringing the inventory to its present location and condition. The Company records the cost of excess capacity as a period expense, not as a component of capitalized inventory valuation.

Management continually monitors production costs, material costs and inventory levels to determine that interim inventories are fairly stated.

Note 6. Debt

Outstanding balances (in thousands) for the Company’s long-term debt were as follows:



	10/31/2014		1/31/2014		10/31/2013
	(in thousands)
Revolving credit line	$	7,967	$	8,248	$	3,777
Other	204		—		—
Total debt	8,171		8,248		3,777
Less current portion	2,018		2,248		3,777
Non-current portion	$	6,153	$	6,000	$	—

On December 22, 2011 (the Closing Date), the Company entered into a Revolving Credit and Security Agreement (the Credit Agreement) with PNC Bank, National Association, as administrative agent and lender (PNC). On June 15, 2012, the Company entered into Amendment No. 1 (Amendment No. 1) to the Credit Agreement which, among other things, increased the borrowing availability thereunder by $3,000,000 from $6,000,000 to $9,000,000 for the period from May 1 through July 14 of each year. On July 27, 2012, the Company entered into Amendment No. 2 (Amendment No. 2) to the Credit Agreement which, among other things, reduced the minimum EBITDA financial covenant contained therein for the five consecutive months ending June 2012 from $1,600,000 to $300,000. On September 12, 2012, the Company entered into Amendment No. 3 (Amendment No. 3) to the Credit Agreement which, among other things, modified the minimum EBITDA covenant for the balance of the fiscal year. On December 6, 2012, the Company entered into Amendment No. 4 (Amendment No. 4) to the Credit Agreement which, among other things, waived the violation of the minimum EBITDA and minimum tangible net worth covenants at October 31, 2012 and eliminated the minimum EBITDA covenant at November 30, 2012. On March 1, 2013, the Company entered into Amendment No. 5 (Amendment No. 5) to the Credit Agreement, which among other things modified the minimum tangible net worth covenant for the periods from January 31, 2013 to January 31, 2014, modified the minimum EBIDTA covenant for certain periods to January 31, 2014 and waived the violation of the minimum EBITDA covenant for the eleven consecutive fiscal month period ending December 31, 2012. On January 9, 2014, the Company entered into Amendment No. 6 (Amendment No. 6) to the Credit Agreement, which, among other things, amended the definition of “Peak Season” and increased the peak season borrowing capacity. On April 15, 2014, the Company entered into Amendment No. 7 (Amendment No. 7) to the Credit Agreement, which, among other things, extended the maturity date of the Credit Agreement for three years until December 22, 2017, reduced the maximum availability under the Credit Agreement by 10,000,000 from $60,000,000 to $50,000,000, waived the violation of the minimum EBITDA covenant at January 31, 2014, waived the violation of the fixed charge coverage ratio covenant at January 31, 2014, included levels for the minimum tangible net worth financial covenant and a minimum EBITDA financial covenant for fiscal year 2014 and the minimum fixed charge coverage ratio until the maturity date of the Credit Agreement. On August 18, 2014, the Company entered into Amendment No. 8 (Amendment No. 8) to the Credit Agreement which, among other things, extended the draw period under the temporary equipment line.

The Credit Agreement, as amended, provides the Company with a secured revolving line of credit (the Revolving Credit Facility) of up to $50,000,000, with seasonal adjustments to the credit limit and subject to borrowing base limitations, and includes a sub-limit of up to $3,000,000 for issuances of letters of credit. The Revolving Credit Facility is an asset-based line of credit that is subject to a borrowing base limitation and generally provides for advances of up to 85% of eligible accounts receivable, plus a percentage equal to the lesser of 60% of the value of eligible inventory or 85% of the liquidation value of eligible inventory, plus an amount ranging from $8,000,000 to $14,000,000 from January 1 through July 31 of each year, minus undrawn amounts of letters of credit and reserves. The Revolving Credit Facility is secured by substantially all of the Company's personal property and certain of the Company's real property. The principal amount outstanding under the Credit Agreement and any accrued and unpaid interest is due no later than December 22, 2017, and the Revolving Credit Facility is subject to certain prepayment penalties upon earlier termination of the Revolving Credit Facility. Prior to the maturity date, principal amounts outstanding under the Credit Agreement may be repaid and reborrowed at the option of the Company without premium or penalty, subject to borrowing base limitations, seasonal adjustments and certain other conditions.

The Revolving Credit Facility bears interest, at the Company's option, at either the Alternate Base Rate (as defined in the Credit Agreement) or the Eurodollar Currency Rate (as defined in the Credit Agreement), in each case plus an applicable margin. The applicable margin for Alternate Base Rate loans is a percentage within a range of 0.75% to 1.75%, and the applicable margin for Eurodollar Currency Rate loans is a percentage within a range of 1.75% to 2.75%, in each case based on the EBITDA of the Company at the end of each fiscal quarter, and may be increased at PNC's option by 2.0% during the continuance of an event of default. Accrued interest with respect to principal amounts outstanding under the Credit Agreement is payable in arrears on a monthly basis for Alternative Base Rate loans, and at the end of the applicable interest period but at most every three months for Eurodollar Currency Rate loans.

The Credit Agreement contains a covenant that forbids the Company from issuing dividends or making payments with respect to the Company's capital stock, and contains numerous other covenants that limit under certain circumstances the ability of the

Company and their subsidiaries to, among other things, merge with or acquire other entities, incur new liens, incur additional indebtedness, repurchase stock, sell assets outside of the ordinary course of business, enter into transactions with affiliates, or substantially change the general nature of the business of the Company, taken as a whole. The Credit Agreement also requires the Company to maintain the following financial maintenance covenants: (1) a minimum tangible net worth amount, (2) a minimum fixed charge coverage ratio, and (3) a minimum EBITDA amount, in each case as of the end of the relevant monthly, quarterly or annual measurement period. As of October 31, 2014 the Credit Agreement required the Company to maintain: (1) a minimum tangible net worth of at least $30,579,000 for the fiscal quarter ending October 31, 2014, (2) a minimum fixed charge coverage ratio of at least 1.00 to 1.00 for the four consecutive fiscal quarters ending January 31, 2015, and (3) a minimum EBITDA amount of $9,818,000 for the nine months ended October 31, 2014 and $5,512,000 for the twelve consecutive fiscal months ending January 31, 2015.

In addition, the Credit Agreement contains a clean down provision that requires the Company to reduce borrowings under the line to less than $6,000,000 for a period of 60 consecutive days each fiscal year. The Company believes that normal operating cash flow will allow it to meet the clean down requirement with no adverse impact on the Company's liquidity. The Company was in compliance with its covenants at October 31, 2014.

Events of default (subject to certain cure periods and other limitations) under the Credit Agreement include, but are not limited to, (i) non-payment of principal, interest or other amounts due under the Credit Agreement, (ii) the violation of terms, covenants, representations or warranties in the Credit Agreement or related loan documents, (iii) any event of default under agreements governing certain indebtedness of the Company and certain defaults by the Company under other agreements that would materially adversely affect the Company, (iv) certain events of bankruptcy, insolvency or liquidation involving the Company, (v) judgments or judicial actions against the Company in excess of $250,000, subject to certain conditions, (vi) the failure of the Company to comply with Pension Benefit Plans (as defined in the Credit Agreement), (vii) the invalidity of loan documents pertaining to the Credit Agreement, (viii) a change of control of the Company and (ix) the interruption of operations of any of the Company' manufacturing facilities for five consecutive days during the peak season or fifteen consecutive days during any other time, subject to certain conditions.

Pursuant to the Credit Agreement, substantially all of the Company' accounts receivable are automatically and promptly swept to repay amounts outstanding under the Revolving Credit Facility upon receipt by the Company. Due to this automatic liquidating nature of the Revolving Credit Facility, if the Company breach any covenant, violate any representation or warranty or suffer a deterioration in their ability to borrow pursuant to the borrowing base calculation, the Company may not have access to cash liquidity unless provided by PNC at its discretion. In addition, certain of the covenants and representations and warranties set forth in the Credit Agreement contain limited or no materiality thresholds, and many of the representations and warranties must be true and correct in all material respects upon each borrowing, which the Company expect to occur on an ongoing basis. There can be no assurance that the Company will be able to comply with all such covenants and be able to continue to make such representations and warranties on an ongoing basis.

The Company's line of credit with PNC is structured to provide seasonal credit availability during the Company's peak summer season. The Company believes that the Revolving Credit Facility will provide sufficient liquidity to meet its capital requirements in the next 12 months. Approximately $6,285,000 was available for borrowing as of October 31, 2014.

The descriptions set forth herein of the Credit Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8 are qualified in their entirety by the terms of such agreements, each of which has been filed with the Securities and Exchange Commission.

Management believes that the carrying value of debt approximated fair value at October 31, 2014 and 2013, as all of the long-term debt bears interest at variable rates based on prevailing market conditions.

Note 7. Income Taxes

The Company recognizes deferred income taxes under the asset and liability method of accounting for income taxes in accordance with the provisions of ASC No. 740, “Accounting for Income Taxes.” Deferred income taxes are recognized for differences between the financial statement and tax basis of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, the Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income or reversal of deferred tax liabilities during the periods in which those temporary differences become deductible. Based on this consideration, the Company determined the realization of a majority of the net deferred tax assets do not meet the more

likely than not criteria and a valuation allowance was recorded against the majority of the net deferred tax assets at October 31, 2014.

Ordinarily, interim tax provisions are calculated using the estimated effective tax rate (“ETR”) expected to be applicable for the full fiscal year. However, when a reliable estimate of the annual ETR cannot be made, the actual ETR for the year-to-date period may be the best estimate of the annual ETR. For the three and nine months ended October 31, 2014 the Company used the actual year-to-date ETR in computing our tax provision as a reliable estimate of the annual ETR cannot be made as relatively small changes in our projected income or loss produce a significant variation in our ETR. The effective tax rate for the quarter ended October 31, 2014 was impacted by the change in valuation allowance and a discrete item associated with uncertain tax positions.

The Company is currently under IRS examination for the year ended January 31, 2013. The years ended January 31, 2012 and January 31, 2014 remain open for examination by the IRS. The years ended January 31, 2010 through January 31, 2014 remain open for examination by state tax authorities. The Company is not currently under any state examinations.

The specific timing of when the resolution of each tax position will be reached is uncertain. As of October 31, 2014, we do not believe that there are any positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

Note 8. Net Income (Loss) per Share



	Three Months Ended				Nine Months Ended
	10/31/2014		10/31/2013		10/31/2014		10/31/2013
	(In thousands, except per share data)
Net income (loss)	$	4,632	$	3,408	$	5,980	$	5,171
Average shares outstanding	14,824		14,647		14,747		14,582
Net effect of dilutive stock options based on the treasury stock method using average market price	230		143		187		130
Totals	15,054		14,790		14,934		14,712

Net income (loss) per share - basic	$	0.31	$	0.23	$	0.41	$	0.35
Net income (loss) per share - diluted	$	0.31	$	0.23	$	0.40	$	0.35

Note 9. Stock-Based Compensation and Stockholders’ Rights

Stock Incentive Plans

The Company's two stock plans are the 2011 Employee Stock Incentive Plan (the “2011 Plan”) and the 2007 Employee Incentive Stock Plan (the “2007 Plan”). Under the 2011 Plan, the Company may grant an aggregate of 2,000,000 shares to its employees and non-employee directors in the form of stock options or awards. Restricted stock or stock units awarded under the 2011 Plan are expensed ratably over the vesting period of the awards. The Company determines the fair value of its restricted stock unit awards and related compensation expense as the difference between the market value of the awards on the date of grant less the exercise price of the awards granted. The Company granted 0 awards under the 2011 Plan during the quarter ended October 31, 2014. As of October 31, 2014, there were approximately 830,694 shares available for future issuance under the 2011 Plan.

Under the 2007 Plan, the Company may grant an aggregate of 1,000,000 shares to its employees and non-employee directors in the form of stock options or awards. Restricted stock or stock units awarded under the 2007 Plan are expensed ratably over the vesting period of the awards. The Company determines the fair value of its restricted stock unit awards and related compensation expense as the difference between the market value of the awards on the date of grant less the exercise price of the awards granted. The Company granted 0 awards under the 2007 Plan during 2013 and 0 awards under the 2007 Plan during the quarter ended October 31, 2014. As of October 31, 2014, there were approximately 13,075 shares available for future issuance under the 2007 Plan.

Accounting for the Plans

Restricted Stock Unit Awards

The following table presents a summary of restricted stock and stock unit awards at October 31, 2014 and 2013:



			Expense for 3 months ended				Expense for 9 months ended				Unrecognized Compensation Cost at
Date of Grants	Units Granted	Terms of Vesting	10/31/2014		10/31/2013		10/31/2014		10/31/2013		10/31/2014
2011 Stock Incentive Plan
6/24/2014	28,626	1 year	$	18,000	$	—	$	31,000	$	—	$	44,000
6/24/2014	490,000	5 year	64,000		—		107,000		—		1,172,000
12/3/2013	10,000	1 year	—		—		12,000		—		—
6/25/2013	71,430	1 year	—		44,000		50,000		74,000		—
6/19/2012	31,250	1 year	—		—		—		17,000		—
6/19/2012	520,000	5 year	39,000		39,000		118,000		121,000		405,000
2007 Stock Incentive Plan
6/19/2012	78,125	1 year	—		—		—		41,000		—
6/16/2009	382,500	5 year	—		46,000		62,000		151,000		—
Totals for the period			$	121,000	$	129,000	$	380,000	$	404,000	$	1,621,000

Stockholders’ Rights

On October 15, 1996, the Board of Directors declared a dividend of one preferred stock purchase right (the "Rights") for each outstanding share of the Company's common Stock. The Rights were terminated on July 28, 2014 prior to becoming exercisable.

Note 10. Stockholders’ Equity

During the three months ended October 31, 2014, the Company did not repurchase any shares of its common stock. As of October 31, 2014, $1.1 million remained available for repurchases of the Company’s common stock pursuant to the Company’s repurchase program approved by the Board of Directors, subject to restriction under the Company's Credit Agreement with PNC. Pursuant to the Company’s Credit Agreement with PNC, the Company is prohibited from repurchasing any shares of its stock except in cases where a repurchase is financed by a substantially concurrent issuance of new shares of the Company’s common stock.

Note 11. Retirement Plans

The Company and its subsidiaries cover employees under a noncontributory defined benefit retirement plan, entitled the Virco Employees’ Retirement Plan (the “Pension Plan”). Benefits under the Employees Retirement Plan are based on years of service and career average earnings. As more fully described in the Form 10-K, benefit accruals under the Employees Retirement Plan were frozen effective December 31, 2003.

The Company also provides a supplementary retirement plan for certain key employees, the VIP Retirement Plan (the “VIP Plan”). The VIP Plan provides a benefit of up to 50% of average compensation for the last 5 years in the VIP Plan, offset by benefits earned under the Pension Plan. As more fully described in the Form 10-K, benefit accruals under this plan were frozen effective December 31, 2003.

The Company also provides a non-qualified plan for non-employee directors of the Company (the “Non-Employee Directors Retirement Plan”). The Non-Employee Directors Retirement Plan provides a lifetime annual retirement benefit equal to the director’s annual retainer fee for the fiscal year in which the director terminates his or her position with the Board, subject to the director providing 10 years of service to the Company. As more fully described in the Form 10-K, benefit accruals under this plan were frozen effective December 31, 2003.

The net periodic pension cost (income) for the Pension Plan, the VIP Plan, and the Non-Employee Directors Retirement Plan for the three months and nine months ended October 31, 2014 and 2013 were as follows (in thousands):



	Three Months Ended
	Pension Plan						VIP Plan				Non-Employee Directors Retirement Plan
	10/31/2014			10/31/2013			10/31/2014		10/31/2013		10/31/2014			10/31/2013
Service cost	$	—		$	—		$	—	$	—	$	—		$	—
Interest cost	315			322			88		83		4			4
Expected return on plan assets	(275		)	(276		)	—		—		—			—
Amortization of transition amount	—			—			—		—		—			—
Recognized (gain) loss due to curtailments	—			—			—		—		—			—
Amortization of prior service cost	—			—			—		—		—			—
Pension settlement	—			800			—		—		—			—
Recognized net actuarial (gain) loss	284			350			45		55		(8		)	(3		)
Benefit cost	$	324		$	1,196		$	133	$	138	$	(4	)	$	1



	Nine months Ended
	Pension Plan						VIP Plan				Non-Employee Directors Retirement Plan
	10/31/2014			10/31/2013			10/31/2014		10/31/2013		10/31/2014			10/31/2013
Service cost	$	—		$	—		$	—	$	—	$	—		$	—
Interest cost	945			966			264		249		12			12
Expected return on plan assets	(825		)	(828		)	—		—		—			—
Amortization of transition amount	—			—			—		—		—			—
Recognized (gain) loss due to curtailments	—			—			—		—		—			—
Amortization of prior service cost	—			—			—		—		—			—
Pension settlement	—			800			—		—		—			—
Recognized net actuarial (gain) loss	852			1,050			135		165		(24		)	(9		)
Benefit cost	$	972		$	1,988		$	399	$	414	$	(12	)	$	3

Note 12. Warranty Accrual

The Company provides a warranty against all substantial defects in material and workmanship. In 2005 the Company extended its standard warranty from five years to 10 years. Effective February 1, 2014 the Company modified its warranty to a limited lifetime warranty. The new warranty effective February 1, 2014 is not anticipated to have a significant effect on warranty expense. The Company’s warranty is not a guarantee of service life, which depends upon events outside the Company’s control and may be different from the warranty period. The Company accrues an estimate of its exposure to warranty claims based upon both product sales data and an analysis of actual warranty claims incurred.

The following is a summary of the Company’s warranty-claim activity for the three months and nine months ended October 31, 2014 and 2013.



	Three Months Ended						Nine Months Ended
	10/31/2014			10/31/2013			10/31/2014			10/31/2013
	(In thousands)
Beginning balance	$	1,000		$	1,000		$	1,000		$	1,000
Provision	134			17			352			233
Costs incurred	(134		)	(117		)	(352		)	(333		)
Ending balance	$	1,000		$	900		$	1,000		$	900

Note 13. Subsequent Events

We have evaluated subsequent events to assess the need for potential recognition or disclosure in this Quarterly Report on Form 10-Q. Such events were evaluated through the date these financial statements were issued. Based upon this evaluation, it was determined that, no subsequent events occurred that required recognition or disclosure in the financial statements.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

The Company’s order rates and results of operations for the three and nine month periods ended October 31, 2014 are finally beginning to show a resurgence from the deep recessionary environment which began in 2008 and continued through 2013. For most states, tax revenues have recovered to levels enjoyed prior to the 2008 recession and the Company’s order rates are beginning to reflect this improvement. Bond funded new school construction and major renovations continue to remain at levels well below levels experienced prior to the recession.

The recent season marked a shift in the timing of both orders and deliveries in the Company's primary market. Orders, which normally peak in June, peaked in July 2014. This shifted more deliveries into the third quarter, which began August 1, 2014, compared to the prior year. This resulted in some revenues being shifted from the second quarter to the third. Therefore, quarterly comparisons from prior year may not present an accurate picture. However, since approximately 50% of the Company's revenues are generated between June and August, the nine months ended October 31, 2014 will be comparable to the prior years. Order rates for the three months ended October 31, 2014 increased by more than 13% compared to the same period last year. Because the third quarter is a relatively slow period for orders compared to our seasonally higher first and second quarters, and because order rates for six months ended July 31, 2014 were 5.5% greater compared to the same period last year, order rates for the first nine months of 2014 increased by 7.4% compared to the same period last year. This 7.4% improvement represents more than $9 million. About $3 million compensates for a reduced backlog at the beginning of the fiscal year, about $3 million of increased revenue for the first nine months, and about $3.5 million of increased backlog going into the fourth quarter. We are cautiously hopeful that the increase in third quarter order activity reflects a strengthening in our core market.

As discussed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2014 (the “Form 10-K") and in prior periodic reports, the Company executed a restructuring plan consisting of a voluntary early retirement plan in the third quarter of 2011, followed by more modest reductions in the fourth quarter of 2012 and second quarter of 2013. Headcount of full time employees has declined from 1,045 at February 1, 2011 to 695 at October 31, 2013. In the third quarter of 2013, the Company incurred an approximately $791,000 pension settlement charge. The charge was required due to the amount of lump sum pension benefit payments disbursed in 2013. As part of the restructuring the Company adopted a strategy of more aggressive utilization of temporary labor during the seasonally busy summer months supported by a smaller permanent workforce.

For the three months ended October 31, 2014, the Company earned a pre-tax profit of $4,400,000 on net sales of $62,652,000 compared to a pre-tax profit of $3,394,000 on net sales of $59,454,000 in the same period last year. The change in pre-tax profit is due to the increase in net sales and the related increase in gross margin combined with a slight decrease in variable selling, general and administrative expenses. As explained above, the prior year included a pension settlement charge of approximately $791,000.

Net sales for the three months ended October 31, 2014 increased to $62,652,000, an increase of $3,198,000, or 5.4%, compared to $59,454,000 during the same period last year. The increase was the result of unit volume increases, offset slightly by a reduction in net selling prices. Backlog at October 31, 2014 increased by $3.5 million compared to the prior year.

Gross margin as a percentage of sales was 33.6% for the three months ended October 31, 2014 compared to 35.6% in the same period last year. The reduction in gross margin as a percentage of sales was primarily attributable to a current year reduction in third quarter production levels. In order to facilitate timely delivery of product during the summer, production rates for the first six months increased by 13%. In effort to control inventory levels going into the fourth quarter of the current year, third quarter production rates declined by approximately 19%. Production rates for the nine months ended October 31, 2014 have increased by nearly 3%. Raw material costs were stable for the period.

Selling, general and administrative expenses for the three months ended October 31, 2014, decreased by approximately $395,000 compared to the same period last year. The decrease in selling, general and administrative expenses was attributable to overall reductions in selling and administrative expenses. Interest expense increased due to increased levels of borrowing.

For the nine months ended October 31, 2014, the Company earned a pre-tax profit of $6,035,000 compared to a pre-tax profit of $5,195,000 in the same period last year. The increase in profit is due to an increase in net sales offset by a slight increase in selling, general, and administrative expenses. Additionally, the nine months ended October 31, 2013 reflected restructuring charges of $1,266,000, including the $791,000 pension settlement charge compared to $62,000 during the same period this year.

Net sales for the nine months ended October 31, 2014 were $139,374,000, an increase of $3,097,000 or 2.3% increase, compared to $136,277,000 in the same period last year. This increase was the result of an increase in unit volume, partially offset by a reduction in selling prices.

Gross margin as a percentage of sales declined to 35.9% for the nine months ended October 31, 2014 compared to 36.1% in the same period last year. The decline in gross margin % was attributable to a slight decrease in selling prices. Factory production rates for the nine months ended October 31, 2014 increased by nearly 3% compared to the prior year primarily due to the increase in order rates.

Selling, general and administrative expenses for the nine months ended October 31, 2014 increased by approximately $1,178,000 compared to the same period last year. This increase was the result of sales initiatives; increased legal expenses incurred in the first six months of fiscal 2014, and increased service costs.

During the fourth quarter of 2010 the Company established a valuation allowance on the majority of deferred tax assets. Because of this valuation allowance the effective income tax expense / (benefit) is expected to be relatively low for fiscal 2014. Ordinarily, interim tax provisions are calculated using the estimated effective tax rate (“ETR”) expected to be applicable for the full fiscal year. However, when a reliable estimate of the annual ETR cannot be made, the actual ETR for the year-to-date period may be the best estimate of the annual ETR. For the three and nine months ended October 31, 2014 the Company used the actual year-to-date ETR in computing our tax provision as a reliable estimate of the annual ETR cannot be made as relatively small changes in our projected income or loss produce a significant variation in our ETR. The effective tax rate for the quarter ended October 31, 2014 was impacted by the change in valuation allowance and a discrete item associated with uncertain tax positions.

Liquidity and Capital Resources

Interest expense increased for the nine months ended October 31, 2014 compared to the same period last year. This is primarily due to higher average levels of borrowing under the Company's credit facility with PNC Bank to fund increased inventory levels. Borrowings under the Company's revolving line of credit with PNC Bank at October 31, 2014 increased by $4,190,000 compared to October 31, 2013 primarily due to increased levels of inventory.

Accounts receivable was lower at October 31, 2014 than at October 31, 2013, due to the timing of third quarter shipments. A larger portion of the current year third quarter revenue was shipped in August, which allowed the receivables to be collected prior to October 31, 2014. The Company traditionally builds large quantities of inventory during the first and second quarters of each fiscal year in anticipation of seasonally high summer shipments. At the end of the third quarter, inventory increased by approximately $646,000 compared to January 31, 2014 and by $3,951,000 compared to October 31, 2013 to support an increased backlog of orders at October 31, 2014. The seasonal fluctuation in inventory levels (including the typically large buildup in inventory during the first and second quarters) was financed through the Company's credit facility with PNC Bank.

For 2014 the Company adopted a goal of limiting capital spending to less than $3,000,000 for fiscal year 2014, which is less the Company's anticipated depreciation expense. Capital spending for the nine months ended October 31, 2014 was $2,584,000 compared to $2,740,000 for the same period last year. Capital expenditures are being financed through the Company's credit facility with PNC Bank and cash flow.

Net cash provided by operating activities for the nine months ended October 31, 2014, was $2,954,000 compared to $3,442,000 for the same period last year. The Company has historically relied upon its cash flows from operations and unused borrowing capacity with PNC Bank (which was $6,285,000) as of October 31, 2014 to fund the Company's debt service requirements, capital expenditures and working capital needs.

The Company believes that cash flows from operations, together with the Company's unused borrowing capacity with PNC Bank will be sufficient to fund the Company's debt service requirements, capital expenditures and working capital needs for the next twelve months.

Off Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

The Company's critical accounting policies are outlined in its Form 10-K. There have been no changes in the quarter ended October 31, 2014.

Forward-Looking Statements

From time to time, including in this Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2014, the Company or its representatives have made and may make forward-looking statements, orally or in writing, including those contained herein. Such forward-looking statements may be included in, without limitation, reports to stockholders, press releases, oral statements made with the approval of an authorized executive officer of the Company and filings with the Securities and Exchange Commission. The words or phrases “anticipates,” “expects,” “will continue,” “believes,” “estimates,” “projects,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The results contemplated by the Company's forward-looking statements are subject to certain risks and uncertainties that could cause actual results to vary materially from anticipated results, including without limitation, availability of funding for educational institutions, availability and cost of materials, especially steel, availability and cost of labor, demand for the Company's products, competitive conditions affecting selling prices and margins, capital costs and general economic conditions. Such risks and uncertainties are discussed in more detail in the Company's Form 10-K.

The Company's forward-looking statements represent its judgment only on the dates such statements were made. By making any forward-looking statements, the Company assumes no duty to update them to reflect new, changed or unanticipated events or circumstances.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its Principal Executive Officer along with its Principal Financial Officer, of the effectiveness of the design and operation of disclosure controls and procedures. Based upon the foregoing, the Company's Principal Executive Officer along with the Company's Principal Financial Officer concluded that the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control Over Financial Reporting

There was no change in the Company's internal control over financial reporting during the third fiscal quarter of 2014 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II — Other Information

Item 1. Legal Proceedings

The Company has various legal actions pending against it arising in the ordinary course of business, which in the opinion of the Company, are not material in that management either expects that the Company will be successful on the merits of the pending cases or that any liabilities resulting from such cases will be substantially covered by insurance. While it is impossible to estimate with certainty the ultimate legal and financial liability with respect to these suits and claims, management believes that the aggregate amount of such liabilities will not be material to the results of operations, financial position, or cash flows of the Company.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit 10.1 — Second Amended and Restated Bylaws.

Exhibit 31.1 — Certification of Robert A. Virtue, President, pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 — Certification of Robert E. Dose, Vice President, Finance, pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 — Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101.INS — XBRL Instance Document.

Exhibit 101.SCH — XBRL Taxonomy Extension Schema Document.

Exhibit 101.CAL — XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit 101.LAB — XBRL Taxonomy Extension Label Linkbase Document.

Exhibit 101.PRE — XBRL Taxonomy Extension Presentation Linkbase Document.

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 thereunto duly authorized.



	VIRCO MFG. CORPORATION
Date: December 10, 2014	By:	/s/ Robert E. Dose
		Robert E. Dose
		Vice President — Finance