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UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
 For the fiscal year ended January 31, 2010.
 o
    
    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
  DELAWARE
    
    95-1613718(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)2027 Harpers Way, Torrance, California
    
    90501(Address of principal executive offices)
    
    (Zip Code)
 
 Title of each class
    
    Name of each exchange on which registered:Common Stock, $0.01 Par Value
    
    NASDAQ
  o þ
 o þ
 þ o
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    12Item 1B. Unresolved Staff Comments
    
    
    18Item 2. Properties
    
    
    18Item 3. Legal Proceedings
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    19Item 6. Selected Financial Data
    
    
    21Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    37Item 8. Financial Statements and Supplementary Data
    
    
    38Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
    
    
    65Item 9A. Controls and Procedures
    
    
    65Item 9B. Other Information
    
    
    66PART IIIItem 10. Directors, Executive Officers, and Corporate Governance
    
    
    67Item 11. Executive Compensation
    
    
    67Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    67Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    67Item 14. Principal Accounting Fees and Services
    
    
    67PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    68SIGNATURES
    
    
    70POWER OF ATTORNEY
    
    
    71EX-10.27EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1
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PART I
 This report on Form 10-K contains a number of forward-looking statements that reflect the
Companys current views with respect to future events and financial performance, including, but not
limited to, availability of funding for educational institutions, statements regarding plans and
objectives of management for future operations, including plans and objectives relating to
products, pricing, marketing, expansion, manufacturing processes and potential or contemplated
acquisitions; business strategies; the Companys ability to continue to control costs and inventory
levels; availability and cost of raw materials, especially steel and petroleum-based products; the
availability and cost of labor; the potential impact of the Companys Assemble-To-Ship program on
earnings; market demand; the Companys ability to position itself in the market; references to
current and future investments in and utilization of infrastructure; statements relating to
managements beliefs that cash flow from current operations, existing cash reserves, and available
lines of credit will be sufficient to support the Companys working capital requirements to fund
existing operations; references to expectations of future revenues; pricing; and seasonality.
 Such statements involve known and unknown risks, uncertainties, assumptions and other factors, many
of which are out of the Companys control and difficult to forecast, that may cause actual results
to differ materially from those which are anticipated. Such factors include, but are not limited
to, changes in, or the Companys ability to predict, general economic conditions, the availability
and cost of raw materials, the markets for school and office furniture generally and specifically
in areas and with customers with which the Company conducts its principal business activities, the
rate of approval of school bonds for the construction of new schools, the extent to which existing
schools order replacement furniture, customer confidence, and competition.
 In this report, words such as anticipates, believes, expects, will continue, future,
intends, plans, estimates, projects, potential, budgets, may, could and similar
expressions identify forward-looking statements. Readers are cautioned not to place undue reliance
on forward-looking statements, which speak only as of the date hereof.
 Throughout this report, our fiscal years ended January 31, 2006, January 31, 2007, January 31,
2008, January 31, 2009 and January 31, 2010 are referred to as years 2005, 2006, 2007, 2008 and
2009, respectively.
 
 Item 1. Business
 Introduction
 ® ® ® ® ® ®
 ® ®
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®
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Principal Products
   ® ® ® ® ® ® ®
 ® ® ® ®
 ®
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® ®
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   ® ®
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  ® ® ® ® ® ® ® ® ® ® ® ® ® ®
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Raw Materials
     Marketing and Distribution
   ®
  7




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Seasonality
  Working Capital Requirements During the Peak Summer Season
    8




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Other Matters
 Competition
   Backlog
  Patents and Trademarks
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   9




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Employees
  Environmental Compliance
 ® ® ® ®
 Financial Information About Industry Segment and Geographic Areas
   Executive Officers of the Registrant
  Age atJanuary
    
    Has Held31,
    
    OfficeName
    
    Office
    
    2010
    
    Since| | |R. A. Virtue (1)
    
    President, Chairman of the Board and Chief Executive Officer
    
    
    77
    
    
    
    1990D. A. Virtue (2)
    
    Executive Vice President
    
    
    51
    
    
    
    1992S. Bell (3)
    
    Vice President  General Manager, Conway Division
    
    
    53
    
    
    
    2004R. E. Dose (4)
    
    Vice President  Finance, Secretary and Treasurer
    
    
    53
    
    
    
    1995A. Gamble (5)
    
    Vice President  Human Resources
    
    
    41
    
    
    
    2004P. Quinones (6)
    
    Vice President  Logistics and Marketing Services
    
    
    46
    
    
    
    2004D. R. Smith (7)
    
    Vice President  Marketing
    
    
    61
    
    
    
    1995L. L. Swafford (8)
    
    Vice President & Corporate Counsel
    
    
    45
    
    
    
    1998N. Wilson (9)
    
    Vice President  General Manager, Torrance Division
    
    
    62
    
    
    
    2004L. O. Wonder (10)
    
    Vice President  Sales
    
    
    58
    
    
    
    1995B. Yau (11)
    
    Corporate Controller, Assistant Secretary and Assistant Treasurer
    
    
    51
    
    
    
    2004
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(1)
    
    Appointed Chairman in 1990; has been employed by the Company for
53 years and has served as the President since 1982.(2)
    
    Appointed in 1992; has been employed by the Company for 24 years
and has served in Production Control, as Contract Administrator,
as Manager of Marketing Services, as General Manager of the
Torrance Division, and currently as Corporate Executive Vice
President.(3)
    
    Appointed in 2004; has been employed by the Company for 21 years
and has served in a variety of manufacturing, safety, and
environmental positions, and currently Vice President  General
Manager, Conway Division.(4)
    
    Appointed in 1995; has been employed by the Company for 19 years
and has served as the Corporate Controller, and currently as
Vice President-Finance, Secretary and Treasurer.(5)
    
    Appointed in 2004; has been employed by the Company for 11 years
and has served as Manager of Human Resources, as Director of
Human Resources, and currently as Vice President of Human
Resources.(6)
    
    Appointed in 2004; has been employed by the Company for 18 years
in a variety customer and marketing service positions, and
currently as Vice President of Logistics and Marketing Services.(7)
    
    Appointed in 1995; has been employed by the Company for 25 years
in a variety of sales and marketing positions, and currently as
Vice President of Marketing.(8)
    
    Appointed in 1998; has been employed by the Company for 14 years
and has served as Associate Corporate Counsel, and currently as
Vice President & Corporate Counsel.(9)
    
    Appointed in 2004; has been employed by the Company for 43 years
in a variety of manufacturing, warehousing, and transportation
positions, and currently as Vice President  General Manager,
Torrance Division.(10)
    
    Appointed in 1995; has been employed by the Company for 32 years
in a variety of sales and marketing positions, and currently as
Vice President of Sales.(11)
    
    Appointed in 2004; has been employed by the Company for 13 years
and has served as Corporate Controller, and currently as
Corporate Controller, Assistant Secretary and Assistant Treasurer.  Available Information
    11




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Item 1A. Risk Factors
  Our product sales are significantly affected by education funding, which is a function of general
economic conditions. If the economy continues to remain weak or further weakens, funding for
education may decrease, which would adversely affect our business and results of operations.
   Reduced levels of spending on education may significantly impact spending on furniture and increase
price competition in the furniture market. If price competition increases, we may need to reduce
our prices to build or maintain our market share, which in turn could lower our profit margins.
  Our efforts to introduce new products that meet customer requirements may not be successful, which
could limit our sales growth or cause our sales to decline.
  The majority of our sales are generated under annual contracts, which combined with the seasonal
nature of our business, may limit our ability to raise prices on a timely basis during a given year
in response to increases in costs.
  12




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We depend on outside suppliers who may be unable to meet our volume and quality requirements, and
we may be unable to obtain alternative sources.
  We are affected by the cost of energy, and increases in energy prices could reduce our margins and
profits.
  Approximately 40% of our sales are priced through one contract, under which we are the exclusive
supplier of classroom furniture.
  We operate in a seasonal business, and require significant amounts of working capital through our
existing credit facility to fund acquisitions of inventory, fund expenses for freight and
installation, and finance
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receivables during the summer delivery season. Restrictions imposed by
the terms of our existing credit facility may limit our operating and financial flexibility.
   We may not be able to renew our credit facility on favorable terms, or at all, which would
adversely affect our results of operations.
  If management does not accurately forecast the Companys requirements for the peak summer season,
the Companys results of operations could be adversely affected.
  We may require additional capital in the future, which may not be available or may be available
only on unfavorable terms.
  An inability to protect our intellectual property could have a significant impact on our business.
  14




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If third parties claim that we infringe upon their intellectual property rights, we may incur
liability and costs and may have to redesign or discontinue an infringing product.
  We could be required to incur substantial costs to comply with environmental requirements.
Violations of, and liabilities under, environmental laws and regulations may increase our costs or
require us to change our business practices.
  The Patient Protection and Affordable Care Act may increase the cost of providing medical benefits
to employees, which could have a significant adverse impact on our results of operations.
  We may not be able to manage our business effectively if we are unable to retain our experienced
management team or recruit other key personnel.
  We are subject to potential labor disruptions, which could have a significant impact on our
business.
  15




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Our insurance coverage may not adequately insulate us from expenses for product defects.
  Volatility in the equity markets or interest rates could substantially increase our pension costs
and have a negative impact on our operating results.
  Holders of approximately 45% of the shares of our stock have entered into an agreement restricting
the sale of the stock.
  Our corporate documents and Delaware law contain provisions that could discourage, delay or prevent
a change in control of our company.
  16




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Our stock price has historically been volatile, and investors in our common stock could suffer a
decline in value.
  
    
    actual or anticipated fluctuations in our operating results or future prospects;
    
    our announcements or our competitors announcements of new products;
    
    the publics reaction to our press releases, our other public announcements and our filings with the SEC;
    
    strategic actions by us or our competitors, such as acquisitions or restructurings;
    
    new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
    
    changes in accounting standards, policies, guidance, interpretations or principles;
    
    changes in our growth rates or our competitors growth rates;
    
    our inability to raise additional capital;
    
    conditions of the school furniture industry as a result of changes in funding or general economic
conditions, including those resulting from war, incidents of terrorism and responses to such events; and
    
    changes in stock market analyst recommendations or earnings estimates regarding our common stock, other
comparable companies or the education furniture industry generally.
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Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
 Torrance, California
  Conway, Arkansas
   
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  18




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  Dividend Policy
 nd th
 Quarterly Dividend and Stock Market Information
 Cash Dividends Declared
    
    
    Common Stock Range2009
    
    
    2008
    
    
    2009
    
    
    2008High
    
    
    Low
    
    
    High
    
    
    Low1st Quarter
    
    $
    0.050
    
    
    $
    0.050
    
    
    $
    3.81
    
    
    $
    1.65
    
    
    $
    6.69
    
    
    $
    4.102nd Quarter
    
    
    
    
    
    
    
    
    
    
    3.57
    
    
    
    2.78
    
    
    
    5.24
    
    
    
    4.203rd Quarter
    
    
    0.050
    
    
    
    0.050
    
    
    
    3.20
    
    
    
    2.74
    
    
    
    4.71
    
    
    
    2.204th Quarter
    
    
    
    
    
    
    
    
    
    
    3.99
    
    
    
    2.73
    
    
    
    3.94
    
    
    
    1.66
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Stock Performance Graph
  COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG VIRCO MFG. CORPORATION, NASDAQ MARKET INDEX,
MORNINGSTAR INDEX AND HEMSCOTT GROUP INDEX
 
 
 Fiscal Year EndingCompany/Index/Market
    
    1/31/2005
    
    
    1/31/2006
    
    
    1/31/2007
    
    
    1/31/2008
    
    
    1/31/2009
    
    
    1/31/2010Virco Mfg. Corporation
    
    $
    100.00
    
    
    $
    84.59
    
    
    $
    114.52
    
    
    $
    81.79
    
    
    $
    27.81
    
    
    $
    48.07NASDAQ Market Index
    
    $
    100.00
    
    
    $
    112.43
    
    
    $
    120.60
    
    
    $
    117.76
    
    
    $
    73.39
    
    
    $
    107.80Morningstar Business
Equipment
    
    $
    100.00
    
    
    $
    99.03
    
    
    $
    114.46
    
    
    $
    89.60
    
    
    $
    44.23
    
    
    $
    58.45Hemscott Group Index
    
    $
    100.00
    
    
    $
    104.16
    
    
    $
    122.00
    
    
    $
    96.45
    
    
    $
    47.48
    
    
    $
    64.76
   20




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Item 6. Selected Financial Data
  Five Year Summary of Selected Financial Data
 Five Year Summary of Selected Financial Data
 In thousands, except per share data
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Summary of OperationsNet sales
    
    $
    190,513
    
    
    $
    212,003
    
    
    $
    229,565
    
    
    $
    223,107
    
    
    $
    214,450Net income (loss)
    
    $
    300
    
    
    $
    1,210
    
    
    $
    22,219
    
    
    $
    7,545
    
    
    $
    (9,574
    )Income (Loss) per share dataNet income (loss) (a)Basic
    
    $
    0.02
    
    
    $
    0.08
    
    
    $
    1.54
    
    
    $
    0.56
    
    
    $
    (0.73
    )Assuming dilution
    
    $
    0.02
    
    
    $
    0.08
    
    
    $
    1.53
    
    
    $
    0.55
    
    
    $
    (0.73
    )Cash dividends declared per share
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.025
    
    
    $
    
    
    
    $
    
 
 (a)
    
    2005 net loss per share was calculated based on basic shares outstanding due to the anti-dilutive
effect on the inclusion of common stock equivalent shares.  In thousands, except per share data
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Total assets
    
    $
    118,100
    
    
    $
    118,075
    
    
    $
    127,185
    
    
    $
    116,277
    
    
    $
    114,720Working capital
    
    $
    33,980
    
    
    $
    30,991
    
    
    $
    32,756
    
    
    $
    22,994
    
    
    $
    15,488Current ratio
    
    
    2.5/1
    
    
    
    2.2/1
    
    
    
    2.0/1
    
    
    
    1.6/1
    
    
    
    1.4/1Total long-term obligations
    
    $
    30,236
    
    
    $
    25,104
    
    
    $
    21,129
    
    
    $
    30,101
    
    
    $
    38,862Stockholders equity
    
    $
    64,938
    
    
    $
    66,163
    
    
    $
    72,148
    
    
    $
    48,878
    
    
    $
    39,100Shares outstanding at year-end
    
    
    14,163
    
    
    
    14,239
    
    
    
    14,429
    
    
    
    14,380
    
    
    
    13,137Stockholders equity per share
    
    $
    4.59
    
    
    $
    4.65
    
    
    $
    5.00
    
    
    $
    3.40
    
    
    $
    2.98
 Financial Highlights
 In thousands, except per share data
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Summary of OperationsNet sales (3) (4)
    
    $
    190,513
    
    
    $
    212,003
    
    
    $
    229,565
    
    
    $
    223,107
    
    
    $
    214,450Net income (loss)
    
    $
    300
    
    
    $
    1,210
    
    
    $
    22,219
    
    
    $
    7,545
    
    
    $
    (9,574
    )Net income (loss) per share (1)
    
    $
    0.02
    
    
    $
    0.08
    
    
    $
    1.53
    
    
    $
    0.55
    
    
    $
    (0.73
    )Stockholders equity
    
    
    64,938
    
    
    
    66,163
    
    
    
    72,148
    
    
    
    48,878
    
    
    
    39,100Stockholders equity per share (2)
    
    
    4.59
    
    
    
    4.65
    
    
    
    5.00
    
    
    
    3.40
    
    
    
    2.98
 In thousands, except per share data
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000Summary of OperationsNet sales (3) (4)
    
    $
    199,854
    
    
    $
    191,852
    
    
    $
    244,355
    
    
    $
    257,462
    
    
    $
    287,342Net income (loss) before change in accounting methods (5)
    
    $
    (13,995
    )
    
    $
    (23,607
    )
    
    $
    282
    
    
    $
    246
    
    
    $
    4,313Change in accounting methods (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (297
    )Net income (loss)
    
    $
    (13,995
    )
    
    $
    (23,607
    )
    
    $
    282
    
    
    $
    246
    
    
    $
    4,016Net income (loss) per share (1)
    
    $
    (1.07
    )
    
    $
    (1.80
    )
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    0.29Stockholders equity
    
    
    49,265
    
    
    
    62,352
    
    
    
    82,774
    
    
    
    90,223
    
    
    
    94,141Stockholders equity per share (2)
    
    
    3.76
    
    
    
    4.76
    
    
    
    6.31
    
    
    
    6.71
    
    
    
    6.90
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(1)
    
    Based on average number of shares outstanding each year after giving retroactive effect to stock dividends and stock split.(2)
    
    Based on number of shares outstanding at year-end giving effect to stock dividends and stock split.(3)
    
    The prior period statements of operations contain certain reclassifications to conform to the presentation required by EITF No. 00-10, Accounting for Shipping and Handling Fees and Costs, which the Company adopted during
the fourth quarter of the fiscal year ended January 31, 2001.(4)
    
    During the fourth quarter of the fiscal year ended January 31, 2001, the Company changed its method of accounting for revenue recognition in accordance with Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements. Pursuant to Financial Accounting Standards Board Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, effective February 1, 2000, the Company recorded the cumulative effect
of the accounting change.(5)
    
    For 2003, an adjustment of $1.6 million of income tax expense was made to reflect tax effect of minimum pension liability. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    22




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Executive Overview
       ® ®
 ®
 23




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Critical Accounting Policies and Estimates
  24




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25




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Results of Operations (2009 vs. 2008)
 Financial Results and Cash Flow
  Sales
  26




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® ® ®
  Cost of Sales
    .
 Selling, General and Administrative and Other Expenses
    Provision for Income Taxes
  27




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Results of Operations (2008 vs. 2007)
 Financial Results and Cash Flow
  Sales
 ® ®
   Cost of Sales
    Selling, General and Administrative and Other Expenses
   28




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Gain on Real Estate
  Goodwill Impairment
   Provision for Income Taxes
    Inflation and Future Change in Prices
  29




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Liquidity and Capital Resources
 Working Capital Requirements
      30




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Long-Term Capital Requirements
   Asset Impairment
    31




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Contractual Obligations
  
 Less than 1
    
    
    
    
    
    
    
    
    
    
    More than 5(In thousands)
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    yearsLong-term debt obligations
    
    $
    6,924
    
    
    $
    12
    
    
    $
    6,901
    
    
    $
    11
    
    
    $
    Interest on long-term debt
obligations
    
    
    347
    
    
    
    1
    
    
    
    345
    
    
    
    1
    
    
    
    Operating lease obligations
    
    
    29,701
    
    
    
    6,367
    
    
    
    11,340
    
    
    
    10,046
    
    
    
    1,948Purchase obligations
    
    
    16,633
    
    
    
    16,633
    
    
    
    
    
    
    
    
    
    
    
    $
    53,605
    
    
    $
    23,013
    
    
    $
    18,586
    
    
    $
    10,058
    
    
    $
    1,948
    January 31,(In thousands)
    
    2010
    
    
    2009Beginning balance
    
    $
    1,950
    
    
    $
    1,750Provision
    
    
    710
    
    
    
    1,184Costs incurred
    
    
    (985
    )
    
    
    (984
    )Ending balance
    
    $
    1,675
    
    
    $
    1,950
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Retirement Obligations
           33




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Stockholders Equity
   Environmental and Contingent Liabilities
   34




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Off-Balance Sheet Arrangements
  New Accounting Pronouncements
      35




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36




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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    37




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Item 8.
    
    Financial Statements and Supplementary Data
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageManagements Report on Internal Control Over Financial Reporting
    
    
    39Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
    
    
    40Report of Independent Registered Public Accounting Firm
    
    
    41Consolidated Balance Sheets as of January 31, 2010 and 2009
    
    
    42Consolidated Statements of Income for the Years Ended January 31, 2010, 2009 and 2008
    
    
    44Consolidated Statements of Stockholders Equity for the Years Ended January 31, 2010, 2009 and 2008
    
    
    45Consolidated Statements of Cash Flows for the Years Ended January 31, 2010, 2009 and 2008
    
    
    46Notes to Consolidated Financial Statements
    
    
    47
 38




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##### Table of Contents



MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
       39




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
 CONTROL OVER FINANCIAL REPORTING
 The Board of Directors and Stockholders of
 Virco Mfg. Corporation
       /s/ Ernst & Young LLP   40




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 The Board of Directors and Stockholders of
 Virco Mfg. Corporation
      /s/ Ernst & Young LLP   41




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##### Table of Contents



Virco Mfg. Corporation
 
 Consolidated Balance Sheets
 January 31,2010
    
    
    2009(In thousands)AssetsCurrent assetsCash
    
    $
    1,045
    
    
    $
    4,387Trade accounts receivables (net of allowance for doubtful
accounts of $200 in 2009 and 2008)
    
    
    14,127
    
    
    
    14,193Other receivables
    
    
    141
    
    
    
    410Income tax receivable
    
    
    259
    
    
    
    358InventoriesFinished goods, net
    
    
    10,683
    
    
    
    10,720Work in process, net
    
    
    18,653
    
    
    
    14,848Raw materials and supplies, net
    
    
    7,334
    
    
    
    7,41736,670
    
    
    
    32,985Deferred tax assets, net
    
    
    3,150
    
    
    
    3,808Prepaid expenses and other current assets
    
    
    1,514
    
    
    
    1,658Total current assets
    
    
    56,906
    
    
    
    57,799Property, plant and equipmentLand and land improvements
    
    
    3,329
    
    
    
    3,379Buildings and building improvements
    
    
    47,796
    
    
    
    47,888Machinery and equipment
    
    
    116,425
    
    
    
    116,559Leasehold improvements
    
    
    2,688
    
    
    
    1,911170,238
    
    
    
    169,737Less accumulated depreciation and amortization
    
    
    125,804
    
    
    
    125,122Net property, plant and equipment
    
    
    44,434
    
    
    
    44,615Deferred tax assets, net
    
    
    10,502
    
    
    
    9,372Other assets
    
    
    6,258
    
    
    
    6,289Total assets
    
    $
    118,100
    
    
    $
    118,075
 See accompanying notes.
 42




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##### Table of Contents



Virco Mfg. Corporation
 Consolidated Balance Sheets
 January 31,2010
    
    
    2009(In thousands, except share data)LiabilitiesCurrent liabilitiesChecks released but not yet cleared bank
    
    $
    2,360
    
    
    $
    4,996Accounts payable
    
    
    11,641
    
    
    
    10,728Accrued compensation and employee benefits
    
    
    4,396
    
    
    
    5,136Current portion of long-term debt
    
    
    12
    
    
    
    69Other accrued liabilities
    
    
    4,517
    
    
    
    5,879Total current liabilities
    
    
    22,926
    
    
    
    26,808Non-current liabilitiesAccrued self-insurance retention and other
    
    
    4,918
    
    
    
    4,119Accrued pension expenses
    
    
    17,286
    
    
    
    19,777Income tax payable
    
    
    1,120
    
    
    
    1,161Long-term debt, less current portion
    
    
    6,912
    
    
    
    47Total non-current liabilities
    
    
    30,236
    
    
    
    25,104Commitments and contingenciesStockholders equityPreferred stock:Authorized 3,000,000 shares, $.01 par value; none issued or
outstanding
    
    
    
    
    
    
    Common stock:Authorized 25,000,000 shares, $.01 par value; issued
14,163,044 shares in 2009 and 14,238,994 shares in 2008
    
    
    142
    
    
    
    142Additional paid-in capital
    
    
    114,152
    
    
    
    114,067Accumulated deficit
    
    
    (39,785
    )
    
    
    (38,664
    )Accumulated other comprehensive loss
    
    
    (9,571
    )
    
    
    (9,382
    )Total stockholders equity
    
    
    64,938
    
    
    
    66,163Total liabilities and stockholders equity
    
    $
    118,100
    
    
    $
    118,075
 See accompanying notes.
 43




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##### Table of Contents



Virco Mfg. Corporation
 
 Consolidated Statements of Income
 Year ended January 31,2010
    
    
    2009
    
    
    2008(In thousands, except per share data)Net sales
    
    $
    190,513
    
    
    $
    212,003
    
    
    $
    229,565Costs of goods sold
    
    
    127,808
    
    
    
    143,402
    
    
    
    145,901Gross profit
    
    
    62,705
    
    
    
    68,601
    
    
    
    83,664Selling, general and administrative expenses
    
    
    61,494
    
    
    
    64,487
    
    
    
    69,213Gain on sale of property, plant and equipment and other, net
    
    
    (80
    )
    
    
    (1,131
    )
    
    
    (17
    )Goodwill and intangible impairment
    
    
    
    
    
    
    2,284
    
    
    
    Interest expense, net
    
    
    1,127
    
    
    
    1,452
    
    
    
    2,276Income before income taxes
    
    
    164
    
    
    
    1,509
    
    
    
    12,192Income tax (benefit) expense
    
    
    (136
    )
    
    
    299
    
    
    
    (10,027
    )Net income
    
    $
    300
    
    
    $
    1,210
    
    
    $
    22,219Dividend declared:Cash
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.03Net income per common share:Basic
    
    $
    0.02
    
    
    $
    0.08
    
    
    $
    1.54Diluted
    
    $
    0.02
    
    
    $
    0.08
    
    
    $
    1.53Weighted average shares outstanding:Basic
    
    
    14,155
    
    
    
    14,390
    
    
    
    14,401Diluted
    
    
    14,196
    
    
    
    14,434
    
    
    
    14,539
 See accompanying notes.
 44




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##### Table of Contents



Virco Mfg. Corporation
 
 Consolidated Statements of Stockholders Equity
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    OtherPaid-in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    ComprehensiveIn thousands, except share data
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    Loss
    
    
    TotalBalance at January 31, 2007
    
    
    14,379,506
    
    
    
    143
    
    
    
    113,737
    
    
    
    (59,082
    )
    
    
    
    
    
    
    (5,920
    )
    
    
    48,878Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,219
    
    
    
    22,219
    
    
    
    
    
    
    
    22,219Pension adjustments, net of tax effect of $553
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    830
    
    
    
    830
    
    
    
    830Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,049
    
    
    
    
    
    
    
    Stock-based payments under stock compensation
plans
    
    
    49,156
    
    
    
    1
    
    
    
    581
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    582Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (361
    )
    
    
    
    
    
    
    
    
    
    
    (361
    )Balance at January 31, 2008
    
    
    14,428,662
    
    
    
    144
    
    
    
    114,318
    
    
    
    (37,224
    )
    
    
    
    
    
    
    (5,090
    )
    
    
    72,148Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,210
    
    
    
    1,210
    
    
    
    
    
    
    
    1,210Pension adjustments, net of tax effect of $2,275
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,292
    )
    
    
    (4,292
    )
    
    
    (4,292
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,082
    )
    
    
    
    
    
    
    Adoption of ASC 715-60 (formerly EITF 06-4), net
of tax effect of $679
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,151
    )
    
    
    
    
    
    
    
    
    
    
    (1,151
    )Adoption of SFAS 158, net of tax effect of $36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54
    )
    
    
    
    
    
    
    
    
    
    
    (54
    )Shares vested
    
    
    107,039
    
    
    
    1
    
    
    
    (159
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (158
    )Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    855
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    855Stock repurchased
    
    
    (296,707
    )
    
    
    (3
    )
    
    
    (947
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (950
    )Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,445
    )
    
    
    
    
    
    
    
    
    
    
    (1,445
    )Balance at January 31, 2009
    
    
    14,238,994
    
    
    $
    142
    
    
    $
    114,067
    
    
    $
    (38,664
    )
    
    
    
    
    
    $
    (9,382
    )
    
    $
    66,163Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300
    
    
    
    300
    
    
    
    
    
    
    
    300Pension adjustments, net of tax effect of $147
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (189
    )
    
    
    (189
    )
    
    
    (189
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111
    
    
    
    
    
    
    
    Shares vested
    
    
    118,845
    
    
    
    2
    
    
    
    (120
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (118
    )Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    857
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    857Stock repurchased
    
    
    (194,795
    )
    
    
    (2
    )
    
    
    (652
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (654
    )Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,421
    )
    
    
    
    
    
    
    
    
    
    
    (1,421
    )Balance at January 31, 2010
    
    
    14,163,044
    
    
    $
    142
    
    
    $
    114,152
    
    
    $
    (39,785
    )
    
    
    
    
    
    $
    (9,571
    )
    
    $
    64,938
 See accompanying notes.
 45




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##### Table of Contents



Virco Mfg. Corporation
 
 Consolidated Statements of Cash Flows
 Year Ended January 31,2010
    
    
    2009
    
    
    2008(In thousand, except share data)Operating activitiesNet income
    
    $
    300
    
    
    $
    1,210
    
    
    $
    22,219Adjustments to reconcile net income to net cash
provided by operating activitiesDepreciation and amortization
    
    
    5,387
    
    
    
    5,673
    
    
    
    6,643Provision for doubtful accounts
    
    
    127
    
    
    
    7
    
    
    
    53Loss (gain) on sale of property, plant and
equipment
    
    
    2
    
    
    
    (1,131
    )
    
    
    (17
    )Deferred income taxes
    
    
    (326
    )
    
    
    (358
    )
    
    
    (10,654
    )Goodwill and intangible assets impairment
    
    
    
    
    
    
    2,284
    
    
    
    Stock-based compensation
    
    
    857
    
    
    
    855
    
    
    
    678Changes in operating assets and liabilitiesTrade accounts receivable
    
    
    (61
    )
    
    
    1,274
    
    
    
    3,070Other receivables
    
    
    269
    
    
    
    (126
    )
    
    
    (56
    )Inventories
    
    
    (3,685
    )
    
    
    10,023
    
    
    
    (5,171
    )Income taxes
    
    
    58
    
    
    
    193
    
    
    
    (379
    )Prepaid expenses and other current assets
    
    
    146
    
    
    
    (165
    )
    
    
    (290
    )Accounts payable and accrued liabilities
    
    
    (5,869
    )
    
    
    (8,579
    )
    
    
    788Net cash (used in) provided by operating activities
    
    
    (2,795
    )
    
    
    11,160
    
    
    
    16,884Investing activitiesCapital expenditures
    
    
    (5,345
    )
    
    
    (5,056
    )
    
    
    (4,832
    )Proceeds from sale of property, plant and equipment
    
    
    27
    
    
    
    2,392
    
    
    
    17Net investment in life insurance
    
    
    36
    
    
    
    (50
    )
    
    
    (116
    )Net cash used in investing activities
    
    
    (5,282
    )
    
    
    (2,714
    )
    
    
    (4,931
    )Financing activitiesProceeds from long-term debt
    
    
    6,877
    
    
    
    
    
    
    
    3,582Repayment of long-term debt
    
    
    (69
    )
    
    
    (3,730
    )
    
    
    (15,000
    )Purchase of treasury stock
    
    
    (652
    )
    
    
    (950
    )
    
    
    Cash dividend paid
    
    
    (1,421
    )
    
    
    (1,445
    )
    
    
    (361
    )Net cash provided by (used in) financing activities
    
    
    4,735
    
    
    
    (6,125
    )
    
    
    (11,779
    )Net (decrease) increase in cash
    
    
    (3,342
    )
    
    
    2,321
    
    
    
    174Cash at beginning of year
    
    
    4,387
    
    
    
    2,066
    
    
    
    1,892Cash at end of year
    
    $
    1,045
    
    
    $
    4,387
    
    
    $
    2,066Supplemental disclosures of cash flow informationCash paid during the year for:Interest
    
    $
    1,127
    
    
    $
    1,452
    
    
    $
    2,276Income tax, net
    
    
    176
    
    
    
    464
    
    
    
    1,006Non-cash
activities(Decrease) Increase in accrued asset retirement obligations
    
    $
    (200
    )
    
    $
    113
    
    
    $
    669
 See accompanying notes.
 46




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##### Table of Contents



VIRCO MFG. CORPORATION
 
 Notes to Financial Statements
 January 31, 2010
 1. Summary of Business and Significant Accounting Policies
 Business
   Principles of Consolidation
  Management Use of Estimates
  Fiscal Year End
  Concentration of Credit Risk
   Fair Values of Financial Instruments
 47




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##### Table of Contents



Inventories
  Property, Plant and Equipment
  Land improvements
    
    5 to 25 yearsBuildings and building improvements
    
    5 to 40 yearsMachinery and equipment
    
    3 to 10 yearsLeasehold improvements
    
    shorter of lease or useful life
      2009
    
    
    2008Balance at beginning of period
    
    $
    (818,000
    )
    
    $
    (669,000
    )Decrease in (addition to) obligation
    
    
    200,000
    
    
    
    (113,000
    )Accretion expense
    
    
    (9,000
    )
    
    
    (36,000
    )Balance at end of period
    
    $
    (627,000
    )
    
    $
    (818,000
    )
 Impairment of Long-Lived Assets
  48




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##### Table of Contents



Net Income Per Share
  In thousands, except per share data
    
    2009
    
    
    2008
    
    
    2007NumeratorNet income
    
    $
    300
    
    
    $
    1,210
    
    
    $
    22,219DenominatorWeighted-average shares  basic
    
    
    14,155
    
    
    
    14,390
    
    
    
    14,401Common equivalent shares from common stock options and warrants
    
    
    41
    
    
    
    44
    
    
    
    138Weighted-average shares  diluted (1)
    
    
    14,196
    
    
    
    14,434
    
    
    
    14,539Net income per common shareBasic
    
    $
    0.02
    
    
    $
    0.08
    
    
    $
    1.54Diluted
    
    
    0.02
    
    
    
    0.08
    
    
    
    1.53
 
 (1)
    
    Effective June 6, 2006, in connection with a stock purchase agreement, the Company issued
warrants to purchase 268,010 shares of common stock at an exercise price of $6.06. Effective
September 31, 2006, in connection with a stock purchase agreement, the Company issued warrants to
purchase 14,364 shares of common stock at an exercise price of $6.53. The warrants expire five
years from the date of issue. Goodwill and Other Intangible Assets
  Impairment of Goodwill
   Impairment of Intangible Assets
  49




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##### Table of Contents



Accumulated
    
    
    Impairment
    
    
    NetIn thousands
    
    Gross Amount
    
    
    Amortization
    
    
    Charge
    
    
    AmountGoodwill (not amortized)
    
    $
    2,200
    
    
    $
    
    
    
    $
    2,200
    
    
    $
    Intangible assets
    
    
    150
    
    
    
    66
    
    
    
    84
    
    
    
    $
    2,350
    
    
    $
    66
    
    
    $
    2,284
    
    
    $
    
 Environmental Costs
    Advertising Costs
  Product Warranty Expense
  Self-Insurance
  Stock-Based Compensation Plans
  50




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##### Table of Contents



Reclassifications
  Revenue Recognition
  Shipping and Installation Fees
  Accounting for Income Taxes
   Accounting for Pensions and Other Postretirement Plans
  New Accounting Pronouncements
  51




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52




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2. Inventories
   January 31, 2010Material
    
    
    
    
    
    
    Labor,Content at
    
    
    LIFO
    
    
    OverheadFIFO
    
    
    Reserve
    
    
    and Other
    
    
    TotalFinished goods
    
    $
    7,582
    
    
    $
    (1,857
    )
    
    $
    4,958
    
    
    $
    10,683Work in process
    
    
    13,334
    
    
    
    (3,575
    )
    
    
    8,894
    
    
    
    18,653Raw materials and supplies
    
    
    10,209
    
    
    
    (2,884
    )
    
    
    9
    
    
    
    7,334Total
    
    $
    31,125
    
    
    $
    (8,316
    )
    
    $
    13,861
    
    
    $
    36,670
 January 31, 2009Material
    
    
    
    
    
    
    Labor,Content at
    
    
    LIFO
    
    
    OverheadFIFO
    
    
    Reserve
    
    
    and Other
    
    
    TotalFinished goods
    
    $
    9,066
    
    
    $
    (2,306
    )
    
    $
    3,960
    
    
    $
    10,720Work in process
    
    
    12,074
    
    
    
    (3,904
    )
    
    
    6,678
    
    
    
    14,848Raw materials and supplies
    
    
    10,728
    
    
    
    (3,321
    )
    
    
    10
    
    
    
    7,417Total
    
    $
    31,868
    
    
    $
    (9,531
    )
    
    $
    10,648
    
    
    $
    32,985
 53




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##### Table of Contents



3. Debt
  January 31,In thousands, except per share data
    
    2010
    
    
    2009Revolving credit line with Wells Fargo Bank
    
    $
    6,877
    
    
    $
    Other
    
    
    47
    
    
    
    116Total long-term debt
    
    
    6,924
    
    
    
    116Less current portion
    
    
    12
    
    
    
    69Non-current portion
    
    $
    6,912
    
    
    $
    47
     Year ending January 31,2011
    
    $
    122012
    
    
    6,8892013
    
    
    122014
    
    
    112015
    
    
    Thereafter
    
    
    
  4. Retirement Plans
 Pension Plans
   54




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55




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##### Table of Contents



Employee Plan
    
    
    VIP Plan
    
    
    Directors Plan01/31/2010
    
    
    01/31/2009
    
    
    01/31/2010
    
    
    01/31/2009
    
    
    01/31/2010
    
    
    01/31/2009Change in Benefit ObligationBenefit obligation at beg. of year
    
    $
    22,516
    
    
    $
    24,194
    
    
    $
    5,238
    
    
    $
    5,820
    
    
    $
    464
    
    
    $
    470Service cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest cost
    
    
    1,467
    
    
    
    1,549
    
    
    
    338
    
    
    
    361
    
    
    
    30
    
    
    
    30Participant contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amendments
    
    
    (1,395
    )
    
    
    
    
    
    
    1,703
    
    
    
    
    
    
    
    
    
    
    
    Actuarial (gains) losses
    
    
    3,759
    
    
    
    (1,795
    )
    
    
    (727
    )
    
    
    (458
    )
    
    
    (31
    )
    
    
    (36
    )Benefits paid
    
    
    (1,079
    )
    
    
    (1,432
    )
    
    
    (476
    )
    
    
    (485
    )
    
    
    
    
    
    
    Benefit obligation at end of year
    
    $
    25,268
    
    
    $
    22,516
    
    
    $
    6,076
    
    
    $
    5,238
    
    
    $
    463
    
    
    $
    464Change in Plan AssetsFair value at beg. of year
    
    $
    10,213
    
    
    $
    17,334
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Actual return on plan assets
    
    
    2,691
    
    
    
    (8,089
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Company contributions
    
    
    4,367
    
    
    
    2,400
    
    
    
    476
    
    
    
    485
    
    
    
    
    
    
    
    Benefits paid
    
    
    (1,079
    )
    
    
    (1,432
    )
    
    
    (476
    )
    
    
    (485
    )
    
    
    
    
    
    
    Fair value at end of year
    
    $
    16,192
    
    
    $
    10,213
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Funded StatusUnfunded status of the plan
    
    $
    (9,076
    )
    
    $
    (12,303
    )
    
    $
    (6,076
    )
    
    $
    (5,238
    )
    
    $
    (463
    )
    
    $
    (464
    )Amounts Recognized in Statement of 
Financial PositionCurrent liabilities
    
    
    
    
    
    
    
    
    
    
    (496
    )
    
    
    (455
    )
    
    
    (63
    )
    
    
    (51
    )Non-current liabilities
    
    
    (9,076
    )
    
    
    (12,303
    )
    
    
    (5,580
    )
    
    
    (4,783
    )
    
    
    (400
    )
    
    
    (413
    )Accrued benefit cost
    
    $
    (9,076
    )
    
    $
    (12,303
    )
    
    $
    (6,076
    )
    
    $
    (5,238
    )
    
    $
    (463
    )
    
    $
    (464
    )Items
not yet Recognized as a Component 
of Net Periodic Pension Expense,
Included in AOCIUnrecognized net actuarial (gain) loss
    
    $
    12,609
    
    
    $
    11,746
    
    
    $
    554
    
    
    $
    1,379
    
    
    $
    (77
    )
    
    $
    (231
    )Unamortized prior service costs
    
    
    
    
    
    
    1,741
    
    
    
    
    
    
    
    (1,886
    )
    
    
    
    
    
    
    Net initial asset recognition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    12,609
    
    
    $
    13,487
    
    
    $
    554
    
    
    $
    (507
    )
    
    $
    (77
    )
    
    $
    (231
    )
 56




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##### Table of Contents



Employee Plan
    
    
    VIP Plan
    
    
    Directors Plan01/31/2010
    
    
    01/31/2009
    
    
    01/31/2010
    
    
    01/31/2009
    
    
    01/31/2010
    
    
    01/31/2009Other Changes in Plan Assets and Benefit
Obligations Recognized in Other
Comprehensive IncomeNet (gain) / loss
    
    $
    1,785
    
    
    $
    7,595
    
    
    $
    (727
    )
    
    $
    (458
    )
    
    $
    (31
    )
    
    $
    (36
    )Prior service cost / (credit)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of gain / (loss)
    
    
    (922
    )
    
    
    (206
    )
    
    
    (98
    )
    
    
    (155
    )
    
    
    184
    
    
    
    35Amortization of prior service cost
    
    
    (1,741
    )
    
    
    (553
    )
    
    
    1,886
    
    
    
    344
    
    
    
    
    
    
    
    Amortization of initial asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total recognized in other
comprehensive income
    
    $
    (878
    )
    
    $
    6,836
    
    
    $
    1,061
    
    
    $
    (269
    )
    
    $
    153
    
    
    $
    (1
    )Items to be Recognized as a Component
of 2010 Periodic Pension CostPrior service cost
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Net actuarial loss
    
    
    972
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31
    )$
    972
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    (31
    )Supplemental DataProjected benefit obligation
    
    $
    25,268
    
    
    $
    22,516
    
    
    $
    6,076
    
    
    $
    5,238
    
    
    $
    463
    
    
    $
    464Accumulated benefit obligation
    
    
    25,268
    
    
    
    22,516
    
    
    
    6,076
    
    
    
    5,238
    
    
    
    463
    
    
    
    464Fair value of plan assets
    
    
    16,192
    
    
    
    10,213
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Employee Plan
    
    
    VIP Plan
    
    
    Directors Plan01/31/2010
    
    
    01/31/2009
    
    
    01/31/2010
    
    
    01/31/2009
    
    
    01/31/2010
    
    
    01/31/2009Components of Net Periodic Benefit CostService cost
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest cost
    
    
    1,467
    
    
    
    1,430
    
    
    
    338
    
    
    
    334
    
    
    
    30
    
    
    
    28Expected return on plan assets
    
    
    (717
    )
    
    
    (1,201
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Curtailment (gain) / loss
    
    
    (164
    )
    
    
    
    
    
    
    135
    
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    510
    
    
    
    510
    
    
    
    (318
    )
    
    
    (318
    )
    
    
    (184
    )
    
    
    Recognized net actuarial loss
    
    
    923
    
    
    
    190
    
    
    
    98
    
    
    
    143
    
    
    
    
    
    
    
    (32
    )Benefit cost
    
    $
    2,019
    
    
    $
    929
    
    
    $
    253
    
    
    $
    159
    
    
    $
    (154
    )
    
    $
    (4
    )Estimated Future Benefit PaymentsFYE 01-31-2011
    
    $
    1,646
    
    
    
    
    
    
    $
    496
    
    
    
    
    
    
    $
    63FYE 01-31-2012
    
    
    1,558
    
    
    
    
    
    
    
    474
    
    
    
    
    
    
    
    63FYE 01-31-2013
    
    
    1,502
    
    
    
    
    
    
    
    450
    
    
    
    
    
    
    
    58FYE 01-31-2014
    
    
    2,054
    
    
    
    
    
    
    
    430
    
    
    
    
    
    
    
    54FYE 01-31-2015
    
    
    1,681
    
    
    
    
    
    
    
    406
    
    
    
    
    
    
    
    59FYE 01-31-2016 to 2020
    
    
    8,545
    
    
    
    
    
    
    
    1,727
    
    
    
    
    
    
    
    179Total
    
    $
    16,986
    
    
    
    
    
    
    $
    3,983
    
    
    
    
    
    
    $
    476
 57




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##### Table of Contents



Employee Plan
    
    
    VIP Plan
    
    
    Directors Plan01/31/2010
    
    
    01/31/2009
    
    
    01/31/2010
    
    
    01/31/2009
    
    
    01/31/2010
    
    
    01/31/2009Weighted Average Assumptions to
Determine Benefit Obligations at Year-EndDiscount rate
    
    
    5.75
    %
    
    
    6.75
    %
    
    
    6.00
    %
    
    
    6.75
    %
    
    
    5.75
    %
    
    
    6.75
    %Rate of compensation increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AWeighted Average Assumptions to
Determine Net Periodic Pension CostDiscount rate
    
    
    6.75
    %
    
    
    6.00
    %
    
    
    6.75
    %
    
    
    6.00
    %
    
    
    6.75
    %
    
    
    6.00
    %Expected return on plan assets
    
    
    6.50
    %
    
    
    6.50
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ARate of compensation increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 Fair Value Measurements of Plan Assets
 01/31/2010
    
    
    01/31/2009Level 1 MeasurementCash & Cash Equivalents
    
    $
    215
    
    
    $
    35Bond Index Fund
    
    
    2,264
    
    
    
    16Large Cap Growth Index Fund
    
    
    2,085
    
    
    
    2,194Large Cap Value Index Fund
    
    
    2,858
    
    
    
    2,901Russell 2000 Index Fund
    
    
    2,373
    
    
    
    1,832International Equity Index Fund
    
    
    2,421
    
    
    
    550Managed Investment Fund
    
    
    538
    
    
    
    Common Stock
    
    
    3,438
    
    
    
    2,685Total Level 1
    
    $
    16,192
    
    
    $
    10,213Level 2 MeasurementNone
    
    
    N/A
    
    
    
    N/ALevel 3 MeasurementNone
    
    
    N/A
    
    
    
    N/A
 Implementation of FASB ASC Topic 715
  401(k) Retirement Plan
  Life Insurance
  58




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##### Table of Contents



01/31/2010
    
    
    01/31/2009Liability beginning of year
    
    $
    1,894,000
    
    
    $
    Implement ASC 715-60 (previously EITF 06-04)
    
    
    
    
    
    
    1,820,000Accretion expense
    
    
    103,000
    
    
    
    106,000Present value of death benefits paid
    
    
    
    
    
    
    (32,000
    )Liability end of year
    
    $
    1,997,000
    
    
    $
    1,894,000
 5. Stock-Based Compensation and Stockholders Rights
 Stock Incentive Plans
    Accounting for the Plans
  2010
    
    
    2009
    
    
    2008Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseOptions
    
    
    Price
    
    
    Options
    
    
    Price
    
    
    Options
    
    
    PriceOutstanding at beginning
of year
    
    
    102,869
    
    
    $
    10.79
    
    
    
    161,433
    
    
    $
    11.46
    
    
    
    234,594
    
    
    $
    12.53Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (90,769
    )
    
    
    11.06
    
    
    
    (58,564
    )
    
    
    12.64
    
    
    
    (73,161
    )
    
    
    14.89Outstanding at end of year
    
    
    12,100
    
    
    
    8.82
    
    
    
    102,869
    
    
    
    10.79
    
    
    
    161,433
    
    
    
    11.46Exercisable at end of year
    
    
    12,100
    
    
    
    8.82
    
    
    
    102,869
    
    
    
    10.79
    
    
    
    161,433
    
    
    
    11.46
  59




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##### Table of Contents



Options Outstanding
    
    
    Options ExercisableRemainingContractualPrice
    
    Number of Shares
    
    
    Life
    
    
    Number of Shares
    
    
    Price$              8.82
    
    
    12,100
    
    
    
    1.55
    
    
    
    12,100
    
    
    $
    8.82
  Restricted Stock Unit Awards
  UnrecognizedCompensationExpense for 12 months ended
    
    
    Cost at1/31/2010
    
    
    1/31/2009
    
    
    1/31/2008
    
    
    1/31/20102007 Plan382,500 Restricted Stock Units, issued
6/16/2009, vesting over 5 years
    
    $
    178,000
    
    
    
    
    
    
    
    
    
    
    $
    1,160,00049,854 Restricted Stock Units, issued
6/16/2009, vesting over 1 year
    
    
    116,000
    
    
    
    
    
    
    
    
    
    
    
    58,000262,500 Restricted Stock Units, issued
6/19/2007, vesting over 5 years
    
    
    357,000
    
    
    $
    356,000
    
    
    $
    238,000
    
    
    
    832,00035,644 Grants of Restricted Stock,
issued 6/17/2008, vesting over 1 year
    
    
    58,000
    
    
    
    117,000
    
    
    
    
    
    
    
    12,887 Grants of Restricted Stock,
issued 6/19/2007, vesting over 1 year
    
    
    
    
    
    
    29,000
    
    
    
    58,000
    
    
    
    1997 Plan270,000 Restricted Stock Units, issued
6/30/2004, vesting over 5 years
    
    
    147,000
    
    
    
    353,000
    
    
    
    353,000
    
    
    
    17,640 Grants of Restricted Stock,
issued 6/20/2006, vesting over 1 year
    
    
    
    
    
    
    
    
    
    
    29,000
    
    
    
    Totals for the period
    
    $
    856,000
    
    
    $
    855,000
    
    
    $
    678,000
    
    
    $
    2,050,000
  2010
    
    
    2009
    
    
    2008Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-average fair
    
    
    
    
    
    
    average fair
    
    
    
    
    
    
    average fairvalue of
    
    
    
    
    
    
    value of
    
    
    
    
    
    
    value ofRestricted
    
    
    restricted
    
    
    Restricted
    
    
    restricted
    
    
    Restricted
    
    
    restrictedstock units
    
    
    stock units
    
    
    stock units
    
    
    stock units
    
    
    stock units
    
    
    stock unitsOutstanding at beginning
of year
    
    
    296,644
    
    
    $
    6.59
    
    
    
    364,500
    
    
    $
    6.82
    
    
    
    153,000
    
    
    $
    6.91Granted
    
    
    432,354
    
    
    
    3.51
    
    
    
    35,644
    
    
    
    4.91
    
    
    
    275,387
    
    
    
    6.79Vested
    
    
    (139,144
    )
    
    
    3.52
    
    
    
    (103,500
    )
    
    
    4.95
    
    
    
    (63,887
    )
    
    
    6.64Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at end of year
    
    
    589,854
    
    
    
    4.38
    
    
    
    296,644
    
    
    
    6.59
    
    
    
    364,500
    
    
    
    6.82Weighted-average fair value of
restricted stock units granted
during the year
    
    
    
    
    
    $
    3.51
    
    
    
    
    
    
    $
    4.91
    
    
    
    
    
    
    $
    6.79
 60




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##### Table of Contents



Stockholders Rights
  6. Comprehensive Income (Loss)
  7. Income Taxes
  Year ended January 31,2010
    
    
    2009
    
    
    2008Statutory
    
    $
    56
    
    
    $
    513
    
    
    $
    4,145State taxes (net of federal tax)
    
    
    116
    
    
    
    49
    
    
    
    458Change in valuation allowance
    
    
    (437
    )
    
    
    86
    
    
    
    (14,750
    )State rate adjustment
    
    
    (26
    )
    
    
    (239
    )
    
    
    Other
    
    
    155
    
    
    
    (110
    )
    
    
    120
    )$
    (136
    )
    
    $
    299
    
    
    $
    (10,027
    )
  January 31,2010
    
    
    2009
    
    
    2008CurrentFederal
    
    $
    (17
    )
    
    $
    5
    
    
    $
    284State
    
    
    207
    
    
    
    652
    
    
    
    343190
    
    
    
    657
    
    
    
    627DeferredFederal
    
    
    115
    
    
    
    205
    
    
    
    3,927State
    
    
    (4
    )
    
    
    (649
    )
    
    
    169111
    
    
    
    (444
    )
    
    
    4,096Change in valuation allowance
    
    
    (437
    )
    
    
    86
    
    
    
    (14,750
    )(326
    )
    
    
    (358
    )
    
    
    (10,654
    )$
    (136
    )
    
    $
    299
    
    
    $
    (10,027
    )
 61




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##### Table of Contents



January 31,2010
    
    
    2009Deferred tax assetsAccrued vacation and sick leave
    
    $
    1,027
    
    
    $
    1,165Retirement plans
    
    
    6,497
    
    
    
    6,853Insurance reserves
    
    
    978
    
    
    
    874Inventory
    
    
    1,155
    
    
    
    1,107Warranty
    
    
    694
    
    
    
    726Net operating loss carryforwards
    
    
    3,751
    
    
    
    3,369Intangibles
    
    
    427
    
    
    
    482Other
    
    
    1,458
    
    
    
    59515,987
    
    
    
    15,171Deferred tax liabilitiesTax in excess of book depreciation
    
    
    (1,766
    )
    
    
    (1,024
    )Other
    
    
    (79
    )
    
    
    (40
    )(1,845
    )
    
    
    (1,064
    )Valuation allowance
    
    
    (490
    )
    
    
    (927
    )Net deferred tax asset
    
    $
    13,652
    
    
    $
    13,180Reported as:Current deferred tax assets
    
    $
    3,150
    
    
    $
    3,808Long-term deferred tax assets
    
    
    10,502
    
    
    
    9,372
  January 31,2010
    
    
    2009Balance as of February 1,
    
    $
    642
    
    
    $
    525Increases related to prior year tax positions
    
    
    101
    
    
    
    271Decreases related to prior year tax positions
    
    
    (144
    )
    
    
    (197
    )Increases related to current year tax positions
    
    
    37
    
    
    
    43Decreases related to settlements with taxing authorities
    
    
    
    
    
    
    Decreases related to lapsing of statue of limitations
    
    
    
    
    
    
    Balance as of January 31,
    
    $
    636
    
    
    $
    642
   62




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##### Table of Contents



8. Commitments
   Year ending January 31,2011
    
    $
    6,3672012
    
    
    5,8312013
    
    
    5,5092014
    
    
    5,2302015
    
    
    4,816Thereafter
    
    
    1,948
  Year ended January 31,2010
    
    $
    8,2582009
    
    
    7,9532008
    
    
    7,491
  9. Contingencies
   63




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##### Table of Contents



Year ending January 31,2011
    
    $
    6502012
    
    
    5502013
    
    
    5502014
    
    
    5502015
    
    
    550Total
    
    
    2,850Discount to net present value
    
    
    (236
    )Thereafter
    
    $
    2,614
  10. Warranty
   January 31,2010
    
    
    2009|
    
    |Beginning balance
    
    $
    1,950
    
    
    $
    1,750Provision
    
    
    710
    
    
    
    1,184Costs incurred
    
    
    (985
    )
    
    
    (984
    )Ending balance
    
    $
    1,675
    
    
    $
    1,950
 64




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##### Table of Contents



11. Subsequent Events
  12. Quarterly Results (Unaudited)
  Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4Year ended January 31, 2010Net sales
    
    $
    27,049
    
    
    $
    74,623
    
    
    $
    62,920
    
    
    $
    25,921Gross profit
    
    
    8,300
    
    
    
    25,776
    
    
    
    21,045
    
    
    
    7,584Net (loss) income
    
    
    (2,987
    )
    
    
    4,046
    
    
    
    2,905
    
    
    
    (3,664
    )Per common shareNet (loss) income (a)Basic
    
    $
    (0.21
    )
    
    $
    0.29
    
    
    $
    0.21
    
    
    $
    (0.26
    )Assuming dilution
    
    
    (0.21
    )
    
    
    0.29
    
    
    
    0.20
    
    
    
    (0.26
    )Year ended January 31, 2009Net sales
    
    $
    29,194
    
    
    $
    80,216
    
    
    $
    74,866
    
    
    $
    27,727Gross profit
    
    
    9,553
    
    
    
    25,889
    
    
    
    24,494
    
    
    
    8,665Net (loss) income
    
    
    (2,856
    )
    
    
    3,512
    
    
    
    3,780
    
    
    
    (3,226
    )Per common shareNet (loss) income (a)Basic
    
    $
    (0.20
    )
    
    $
    0.24
    
    
    $
    0.26
    
    
    $
    (0.23
    )Assuming dilution
    
    
    (0.20
    )
    
    
    0.24
    
    
    
    0.26
    
    
    
    (0.23
    )
 
 (a)
    
    Net loss per share was calculated based on basic shares outstanding due to the
anti-dilutive effect on the inclusion of common stock equivalent shares. 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
  
 Item 9A. Controls and Procedures
 Disclosure Controls and Procedures
   65




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Changes in Internal Control Over Financial Reporting
  
 Item 9B. Other Information
  66




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers of the Registrant and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accounting Fees and Services
  67




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
 1.
    
    The following consolidated financial statements of Virco Mfg. Corporation are set
forth in Item 8 of this report.
 Report of Independent Registered Public Accounting Firm
    
    
    41Consolidated balance sheets  January 31, 2010 and 2009
    
    
    42Consolidated statements of income  Years ended January 31, 2010, 2009, and 2008
    
    
    44Consolidated statements of stockholders equity  Years ended January 31, 2010,
2009, and 2008
    
    
    45Consolidated statements of cash flows  Years ended January 31, 2010, 2009, and 2008
    
    
    46Notes to consolidated financial statements  January 31, 2010
    
    
    47
 2.

    The following consolidated financial statement schedule of Virco Mfg. Corporation is
included in Item 15:
 68




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##### Table of Contents



VIRCO MFG. CORPORATION AND SUBSIDIARIES
SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED JANUARY 31, 2010, 2009 AND 2008
  Col. C
    
    Col. ECol. B
    
    Charged to
    
    Deductions from
    
    Col. FCol. A
    
    Beginning Balance
    
    Expenses
    
    Reserves
    
    Ending BalanceAllowance for
doubtful accounts
for the period
ended:January 31, 2010
    
    $
    200
    
    
    $
    127
    
    
    $
    127
    
    
    $
    200January 31, 2009
    
    $
    200
    
    
    $
    7
    
    
    $
    7
    
    
    $
    200January 31, 2008
    
    $
    200
    
    
    $
    53
    
    
    $
    53
    
    
    $
    200Inventory valuation
reserve for the
period ended:January 31, 2010
    
    $
    2,150
    
    
    $
    
    
    
    $
    50
    
    
    $
    2,100January 31, 2009
    
    $
    1,650
    
    
    $
    500
    
    
    $
    
    
    
    $
    2,150January 31, 2008
    
    $
    1,400
    
    
    $
    250
    
    
    $
    
    
    
    $
    1,650Warranty reserve
for the period
ended:January 31, 2010
    
    $
    1,950
    
    
    $
    710
    
    
    $
    985
    
    
    $
    1,675January 31, 2009
    
    $
    1,750
    
    
    $
    1,184
    
    
    $
    984
    
    
    $
    1,950January 31, 2008
    
    $
    1,750
    
    
    $
    938
    
    
    $
    938
    
    
    $
    1,750Product, general,
workers
compensation and
automobile
liability reserves
for the
period ended:January 31, 2010
    
    $
    2,345
    
    
    $
    269
    
    
    $
    
    
    
    $
    2,614January 31, 2009
    
    $
    3,305
    
    
    $
    
    
    
    $
    960
    
    
    $
    2,345January 31, 2008
    
    $
    2,835
    
    
    $
    470
    
    
    $
    
    
    
    $
    3,305Deferred tax
valuation allowance
for the
period ended:January 31, 2010
    
    $
    927
    
    
    $
    269
    
    
    $
    706
    
    
    $
    490January 31, 2009
    
    $
    841
    
    
    $
    86
    
    
    $
    
    
    
    $
    927January 31, 2008
    
    $
    15,591
    
    
    $
    
    
    
    $
    14,750
    
    
    $
    841
  3. Exhibits
  69




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##### Table of Contents



SIGNATURES
  VIRCO MFG. CORPORATIONDate: April 16, 2010
    By:
    /s/ Robert A. VirtueRobert A. VirtueChairman of the Board and
Chief Executive Officer 70




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##### Table of Contents



POWER OF ATTORNEY
   SIGNATURE
    
    TITLE
    
    DATE/s/ Robert A. Virtue

Robert A. Virtue
    
    Chairman of the Board, Chief Executive Officer,
President and Director
(Principal Executive Officer),
    
    April 16, 2010Director/s/ Douglas A. Virtue

Douglas A. Virtue
    
    Executive Vice President, Director
    
    April 16, 2010/s/ Robert E. Dose

Robert E. Dose
    
    Vice President  Finance, Secretary and Treasurer
(Principal Financial Officer)
    
    April 16, 2010/s/ Bassey Yau

Bassey Yau
    
    Corporate Controller (Principal
Accounting Officer)
    
    April 16, 2010/s/ Donald S. Friesz

Donald S. Friesz
    
    Director
    
    April 16, 2010/s/ Thomas J. Schulte

Thomas J. Schulte
    
    Director
    
    April 16, 2010/s/ Robert K. Montgomery

Robert K. Montgomery
    
    Director
    
    April 16, 2010/s/ Albert J. Moyer

Albert J. Moyer
    
    Director
    
    April 16, 2010/s/ Glen D. Parish

Glen D. Parish
    
    Director
    
    April 16, 2010/s/ Donald A. Patrick

Donald A. Patrick
    
    Director
    
    April 16, 2010/s/ James R. Wilburn

James R. Wilburn
    
    Director
    
    April 16, 2010
 71




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##### Table of Contents



VIRCO MFG. CORPORATION
EXHIBITS TO FORM 10-K ANNUAL REPORT
For the Year Ended January 31, 2010
 ExhibitNumber
    
    Description3.1
    
    Certificate of Incorporation of the Company dated April 23,
1984, as amended (incorporated by reference to Exhibit 4.4 to
the Companys Form S-8 Registration Statement (Commission File
No. 33-65098), filed with the Commission on June 25, 1993).3.2
    
    Amended and Restated Bylaws of the Company dated September 10,
2001 (incorporated by reference to Exhibit 3.2 to the
Companys Quarterly Report on Form 10-Q (Commission File No.
001-08777), filed with the Commission on September 14, 2001).4.1
    
    Rights Agreement dated as of October 18, 1996, by and between
the Company and Mellon Investor Services (as assignee of The
Chase Manhattan Bank), as Rights Agent incorporated by
reference to Exhibit 1 to the Companys Form S-8 Registration
Statement (Commission File No. 001-08777), filed with the
Commission on October 25, 1996.4.2
    
    Amendment dated as of April 30, 2007 by and between the
Company and Mellon Investor Services LLC to the Rights
Agreement by and between the Company and The Chase Manhattan
Bank dated as of October 18, 1996, as incorporated by
reference to Exhibit 4.1 to the Companys Quarterly Report on
Form 10-Q filed with the Commission on June 8, 2007.10.1
    
    Form of Virco Mfg. Corporation Employee Stock Ownership Plan
(the ESOP) (incorporated by reference to Exhibit 4.1 to the
Companys Form S-8 Registration Statement (Commission File No.
33-65098), filed with the Commission on June 25, 1993).10.2
    
    Trust Agreement for the ESOP (incorporated by reference to
Exhibit 4.2 to the Companys Form S-8 Registration Statement
(Commission File No. 33-65098), filed with the Commission on
June 25, 1993).10.3
    
    Form of Registration Rights Agreement for the ESOP
(incorporated by reference to Exhibit 4.3 to the Companys
Form S-8 Registration Statement (Commission File No.
33-65098), filed with the Commission on June 25, 1993).10.5
    
    1993 Stock Incentive Plan of the Company (incorporated by
reference to Exhibit 4.1 to the Companys Form S-8
Registration Statement (Commission File No. 33-65098), filed
with the Commission on June 1993).10.6
    
    Lease dated February 1, 2006, between FHL Group, a California
Corporation, as landlord and Virco Mfg. Corporation, a
Delaware Corporation, as tenant (incorporated by reference to
Exhibit 99.1 to the Companys Current Report on Form 8-K filed
with the Commission on February 3, 2006).10.7
    
    Amended and Restated Credit Agreement dated as of January 27,
2004, between the Company and Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 99.2 to the
Companys Current Report on Form 8-K filed with the Commission
on January 30, 2004).10.8
    
    Amendment No. 2 to Amended and Restated Credit Agreement dated
as of January 21, 2006, between the Company and Wells Fargo
Bank, National Association (incorporated by reference to
Exhibit 99.2 to the Companys Current Report on Form 8-K filed
with the Commission on January 27, 2006).10.9
    
    Subsidiary Guaranty dated as of January 27, 2004, by Virco
Mgmt. Corporation in favor of Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 99.3 to the
Companys Current Report on Form 8-K filed with the Commission
on January 30, 2004).10.10
    
    Subsidiary Guaranty dated as of January 27, 2004, by Virco,
Inc. in favor of Wells Fargo Bank, National Association
(incorporated by reference to Exhibit 99.4 to the Companys
Current Report on Form 8-K filed with the Commission on
January 30, 2004).
 72




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##### Table of Contents



ExhibitNumber
    
    Description10.11
    
    Amended and Restated Security Agreement dated as of January
27, 2004, among the Company, Virco Mgmt. Corporation, Virco,
Inc. and Wells Fargo Bank, National Association (incorporated
by reference to Exhibit 99.7 to the Companys Current Report
on Form 8-K filed with the Commission on January 30, 2004).10.12
    
    Revolving Line of Credit Note dated March 26, 2007, between
the Company and Wells Fargo Bank, National Association
(incorporated by reference to Exhibit 10.12 to the Companys
Form 10-K filed with the Commission on April 16, 2007).10.13
    
    Term Note dated March 26, 2007, between the Company and Wells
Fargo Bank, National Association (incorporated by reference to
Exhibit 10.13 to the Companys Form 10-K filed with the
Commission on April 16, 2007).10.14
    
    Amendment No. 4 to Amended and Restated Credit Agreement dated
as of March 26, 2007, between the Company and Wells Fargo
Bank, National Association (incorporated by reference to
Exhibit 10.4 to the Companys Form 10-K filed with the
Commission on April 16, 2007).10.15
    
    Stock Purchase Agreement dated June 6, 2006, between the
Company and Wedbush, Inc. and Wedbush Morgan Securities, Inc.
(incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Commission on June
8, 2006).10.16
    
    Warrant Agreement dated June 6, 2006, between the Company and
Wedbush, Inc. (incorporated by reference to Exhibit 10.2 to
the Companys Current Report on Form 8-K filed with the
Commission on June 8, 2006).10.17
    
    Warrant Agreement dated June 6, 2006, between the Company and
Wedbush Morgan Securities, Inc. (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K filed
with the Commission on June 8, 2007).10.18
    
    Amended Stock Purchase Agreement dated August 29, 2006,
between the Company and Steve Presley, Ed Gyenes, Nick Wilson,
Scotty Bell, Patty Quinones, Eric Nordstrom, Larry Maddox,
James Simms, Bassey Yau, Robert Virtue, Doug Virtue and Evan
Gruber (incorporated by reference to Exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q filed with the
Commission on December 11, 2006).10.19
    
    Design Agreement dated January 21, 2008, between the Company
and Peter Glass Design, LLC, and Hedgehog Design, LLC.
(incorporated by reference to Exhibit 10.1 and 10.2 to the
Companys Current Report on Form 8-K filed with the Commission
on January 25, 2008).10.20
    
    Second Amended and Restated Credit Agreement, dated as of
March 12, 2008, between Virco Mfg. Corporation and Wells Fargo
Bank, National Association (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the Commission on March 24, 2008).10.21
    
    Revolving Line of Credit Note, dated as of March 12, 2008, by
Virco Mfg. Corporation in favor of Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K filed with the Commission
on March 24, 2008).10.22
    
    Master Reaffirmation Agreement, dated as of March 12, 2008,
among Virco Mfg. Corporation, Virco Mgmt. Corporation, Virco
Inc. and Wells Fargo Bank, National Association (incorporated
by reference to Exhibit 10.3 to the Companys Current Report
on Form 8-K filed with the Commission on March 24, 2008).10.23
    
    Amended and Restated Mortgage, dated as of March 12, 2008, by
Virco Mfg. Corporation in favor of Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 10.4 to the
Companys Current Report on Form 8-K filed with the Commission
on March 24, 2008).
 73




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##### Table of Contents



ExhibitNumber
    
    Description10.24
    
    Amendment No. 1 to the Second Amended and Restated Credit
Agreement, dated as of July 31, 2008, between Virco Mfg.
Corporation and Wells Fargo Bank, National Association
(incorporated by reference to Exhibit 10.2 to the Companys
Quarterly Report on Form 10Q filed with the Commission on
September 9, 2008).10.25
    
    Amendment No. 2 to Second Amended and Restated Credit
Agreement, dated as of March 27, 2009, by Virco Mfg.
Corporation and Wells Fargo Bank, National Association (incorporated
by reference to Exhibit 10.25 to the Companys
Annual Report on Form 10K filed with the Commission on
April 16, 2009).10.26
    
    Lease amendment dated August 14, 2008, between AMB Property,
L.P., a Delaware Limited Partnership, as landlord and Virco
Mfg. Corporation, a Delaware Corporation, as tenant
(incorporated by reference to Exhibit 10.1 to the Companys
Quarterly Report on Form 10Q filed with the Commission on
September 9, 2008).10.27*
    
    Amendment No. 3 to Second Amended and Restated Credit
Agreement, dated as of March 27, 2009, by Virco Mfg.
Corporation and Wells Fargo Bank, National Association.21.1*
    
    List of All Subsidiaries of Virco Mfg. Corporation.23.1*
    
    Consent of Independent Registered Public Accounting Firm.31.1*
    
    Certification of the Chief Executive Officer Pursuant to Rule
13a-14(a) under the Securities and Exchange Act of 1934, as
adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2*
    
    Certification of the Chief Financial Officer Pursuant to Rule
13a-14(a) under the Securities and Exchange Act of 1934, as
adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1*
    
    Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350.
 
 *
    
    Filed herewith. 74