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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ
    
    Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934For the fiscal year ended January 31, 2005.o
    
    Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934For 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 EmployerIdentification No.)2027 Harpers Way, Torrance, California
    

    90501(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code (310) 533-0474
Securities registered pursuant to Section 12(b) of the Act: Title of each class
    
    Name of each exchange on which registered:Common Stock, $0.01 Par Value
    
    American Stock Exchange
 Securities registered pursuant to section 12(g) of the Act: None 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 þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference or in Part III of this Form
10-K or any amendment to this Form 10-K þ. Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange
Act Rule 12b-2). Yes þ No o The aggregate market value of the voting stock held by non-affiliates of the registrant on
July 30, 2004 was $96.3 million (based upon the closing price of the registrants common stock, as
reported by the American Stock Exchange). Shares of common stock held by each officer and director have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes. As of April 4, 2005, there were 13,099,825 shares of the registrants common stock ($.01 par
value) outstanding.   1




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TABLE OF CONTENTS  PART IItem 1. BusinessItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7a . Quantitative and Qualitative Disclosures about Market RiskItem 8 . Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11 . Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESPOWER OF ATTORNEYExhibit 13.1Exhibit 14.1Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1    Table of Contents  DOCUMENTS INCORPORATED BY REFERENCE Portions of registrants definitive proxy statement for registrants 2005 Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission (the Commission) pursuant to
Regulation 14A no later than 120 days after the end of the fiscal year covered by this Form are
incorporated by reference into Part III of this Form 10-K Report as set forth herein. Portions of
registrants Annual Report to Stockholders for the year ended January 31, 2005, are incorporated by
reference into Part I and Part II of this Form 10-K Report as set forth herein. 2




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PART I This report onForm 10-Kcontains 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, statements regarding plans and objectives of management for future operations,
including plans and objectives relating to products, marketing, expansion, manufacturing processes
and potential or contemplated acquisitions; new 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
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. 
 Item 1.Business Introduction Designing, producing and distributing high-value furniture for a diverse family of customers
is a 55-year tradition at Virco Mfg. Corporation (Virco or the Company). Over the years, Virco
has become the largest manufacturer of moveable educational furniture and equipment for the
preschool through 12thgrade market in the United States. The Company has also become a
leading supplier of tables, chairs and storage equipment for offices, convention centers,
auditoriums, places of worship, hotels and related settings. The markets that Virco has served over the years include the education market (the Companys
primary market), which includes public and private schools (preschool through 12thgrade), junior and community colleges, four-year colleges and universities, and trade,
technical and vocational schools; convention centers and arenas; the hospitality industry, with
respect to their banquet and meeting facilities requirements; government facilities at the federal,
state, county and municipal levels; and places of worship. In addition, the Company sells to
wholesalers, distributors, retailers and catalog retailers that serve these same markets. Although Virco started as a local supplier of chairs and desks for Los Angeles-area schools,
folding chairs and folding tables were soon added to the Companys offerings with a resultant
expansion of sales to a broadening customer base. Successive product lines were subsequently
introduced, including a variety of upholstered stack chairs, banquet tables and mobile storage
equipment. Products such as these have helped Virco provide complete furniture solutions for
thousands of customers in the hospitality, food service, convention center and public facilities
markets. Virco serves its customers through a well-trained, nationwide sales and support team. Vircos
educational product line is marketed through what management believes is the largest direct sales
force of any education furniture manufacturer, as well as a growing dealer network. In addition,
Virco also established a Corporate Accounts Group to pursue wholesalers, mail order accounts and
national chains where management believes that it would be more efficient to have a single sales
representative or group approach such persons, as they tend to have needs that transcend the
geographic boundaries established for Vircos local accounts. The Company also has an array of
support services, including complete package solutions for the Furniture, Fixture, and Equipment
(FF&E) line item on school budgets, computer-assisted layout planning, transportation planning,
product delivery, installation, and repair. Virco operates one business segment, with one product line that is marketed and distributed
through a variety of sales channels. Virco maintains a core marketing group, which reports to the
President and is composed of representatives from sales, product development and corporate
marketing. This group prepares annual plans for the allocation of resources for product
development, marketing and selling expenses for various sales channels, for customer service, and
for the implementation of the Companys product stocking plan. Virco employs approximately 1,275 people nationwide and has approximately 1.1 million square
feet of fabrication facilities and 1.4 million square feet of assembly and warehousing facilities
for the production and distribution of furniture in two principal locations: Torrance, California,
and Conway, Arkansas. Much of the Companys product line can be
made in either location, although
management has chosen to produce many products and components at only one factory in consideration
of space, cost or process requirements. In addition, both locations maintain a customer service
department, giving Virco the ability to provide sales support and order fulfillment services to end
users from coast to coast. 3




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Managements strategy is to position Virco as the overall value supplier of moveable furniture
and equipment for publicly-funded institutions characterized by extreme seasonality and/or a
bid-based purchasing function. The Companys business model, which is designed to support this
strategy, includes the development of several competencies to enable superior service to the
markets in which Virco competes. For one, Virco has developed what management believes to be the
largest direct sales force of any education furniture manufacturer. Management believes this
provides Virco with a competitive advantage over the Companys primary competitors, who rely
instead upon distributorships, by allowing Virco to cut-out the middleman and deal directly with
end customers. Another important element of Vircos business model is the Companys emphasis on
developing and maintaining key manufacturing, assembly, distribution, and service capabilities. For
example, Virco has developed competencies in several manufacturing processes that are important to
the markets the Company serves, such as finishing systems, plastic molding, metal fabrication and
woodworking. Vircos physical facilities are designed to support
its Assemble-to-Ship (ATS)
strategy that allows for the manufacture and storage of common components during the slow portions
of the year followed by assembly to customer specific combinations prior to shipment. Warehouses
have substantial staging areas combined with a large number of dock doors to support the seasonal
peak in shipments during the summer months. For more information about the Companys business
model and strategy for the future, please see the section entitled To Our Stockholders in Vircos
Annual Report to Stockholders for the year ended January 31, 2005. Finally, management continues to hone Vircos ability to finance, manufacture and warehouse
furniture within the relatively narrow delivery window associated with the highly seasonal demand
for education sales. In the fiscal year covered by this report, over 50% of the Companys total
sales were delivered in June, July, August and September with an even higher portion of educational
sales delivered in that period. Vircos substantial warehouse space allows the Company to build
adequate inventories to service this narrow delivery window for the education market. Virco was incorporated in California in February 1950, and reorganized as a Delaware
corporation in April 1984. Principal Products Virco offers the broadest line of furniture for the K-12 market of any manufacturer in the
United States. Virco also provides a variety of products for the preschool markets and has
recently developed products that are targeted for college, university, and corporate learning
center environments. The Companys primary furniture lines are constructed of tubular metal legs
and frames, combined with wood and plastic tops, plastic seats and backs, upholstered seats and
backs, and upholstered rigid polyethylene and polypropylene shells. Vircos principal products include: SEATING Among the Companys newest chair offerings are the Zuma, Ph.D.®,
I.Q.® Lunada® and Virtuoso® lines. Traditional favorites include best-selling
Classic Series stack chairs and a variety of Martest 21® hard plastic seating.
In addition, Virco provides a wide selection of upholstered stack chairs,
plastic stack chairs, Egg® Series ergonomic office chairs, steel dining chairs
and folding chairs. TABLES Virco tables range from the innovative Plateau® table system to
lightweight Core-a-Gator® folding tables. The Future Access® Series delivers
functional computer-support solutions, while Lunada® bases by Peter Glass may
be used in a wide variety of environments. The Company offers a full spectrum
of traditional folding and banquet tables, activity tables, mobile tables, cafe
tops and bases, and office tables. COMPUTER FURNITURE Vircos full range of computer furniture includes
versatile Future Access and 8700 Series computer tables. In addition, the
Companys Plateau Office Solutions collection offers a variety of
technology-support furniture alternatives, as does the Plateau
Library/Technology Solutions product line. DESKS/CHAIR DESKS Vircos extensive offerings include a complete spectrum of
student desks, chair desks, combo units, tablet arms and teachers desks.
Selected models are available with durable, colorfast Martest 21 hard plastic
seats, backs and work surfaces. MOBILE FURNITURE Virco offers a complete line of sturdy mobile cabinets for
storage needs. In addition, the Company offers mobile tables for situations
where quick set-up and tear-down are desirable, such as in banquet facility and
lunchroom settings. STORAGE EQUIPMENT Virco offers a complete line of chair and table trucks, as
well as large-scale storage units for arenas, convention centers and similar
venues. Please note that this report includes trademarks of Virco, including, but not limited to, the
following: Zuma, Ph.D.®, I.Q.®, Virtuoso®, Classic Series, Martest 21®, Lunada®, Plateau®,
Core-a-Gator®, Future Access® and Sigma. Other names and brands included in this report may be
claimed by Virco as well or by third parties. Vircos major customers include educational institutions, convention centers and arenas,
hospitality providers, government facilities, and places of worship. Raw Materials The Company purchases steel, aluminum, plastic, polyurethane, polyethylene, polypropylene,
plywood, particleboard, cartons and other raw materials in the manufacture of its principal
products from many different sources. Management does not believe that we are more vulnerable with
respect to the sources and availability of these raw materials than other manufacturers of similar
products. The Companys largest raw material cost is for steel, followed by plastics and wood. During 2004 the cost of steel and
plastic increased significantly because of high worldwide demand for the materials, especially in
China, and the Company was not able to pass along these costs due to the significant number of
annual contracts with school districts. The Company intends to raise prices to cover the increased
costs of raw materials as annual contracts come up for bid in 2005. 4




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Marketing and Distribution Virco serves its customers through a well-trained, nationwide sales and support team, as well
as a growing dealer network. In addition, Virco has established a Corporate Accounts Group to
pursue wholesalers, mail order accounts and national chains where management believes that it would
be more efficient to have a single sales representative or group approach such persons, as they
tend to have needs that transcend the geographic boundaries established for Vircos local accounts. Vircos educational product line is marketed through what management believes to be the
largest direct sales force of any education furniture manufacturer. The Companys approach to
servicing its customer base is very flexible, and is tailored to best meet the needs of individual
customers and regions. When considered to be most efficient, the sales force will call directly
upon school business officials, who may include purchasing agents or individual school principals
where site-based management is practiced. Where it is considered advantageous, the Company will use
large exclusive distributors and full service dealer partners. The Companys direct sales force is
considered to be an important competitive advantage over competitors who rely primarily upon dealer
networks for distribution of their products. Significant portions of educational furniture are sold
on a bid basis. On May 1, 2002, Virco acquired certain assets of Furniture Focus, an Ohio based reseller of
furniture that offers complete package solutions for the Furniture, Fixture, and Equipment (FF&E)
segment of bond funded public school construction projects. The Furniture Focus sales force and
back office operations were integrated into Virco at the acquisition date. In 2003, Virco began to
market package solutions nationwide. During 2004, increased project sales comprised the majority
of sales growth compared to 2003. For 2005, Virco intends to continue to refine its package
solutions and to improve its project management capabilities. A significant portion of Vircos business is awarded through annual bids with school districts
or other buying groups used by school districts. These bids are typically valid for one year.
During the period covered by the annual contracts, the Company has very limited ability to increase
selling prices and in some cases has no ability to increase selling prices. Many contracts contain
penalty, performance, and debarment provisions that can result in debarment for a number of years,
a financial penalty, or calling of performance bonds. This can adversely impact margins when raw
material, conversion costs, or distribution costs are increasing, and can benefit margins when
these costs decrease. Sales of commercial and contract furniture are made throughout the United States by
distributorships and by Company sales representatives who service the distributorship network.
Virco representatives call directly upon state and local governments, convention centers,
individual hospitality installations, and mass merchants. Sales to this market include colleges and
universities, preschools, private schools, and office training facilities, which typically
purchase furniture through commercial channels. Sales are made to thousands of customers, and no single customer represents a significant
amount of the Companys business. Seasonality The educational sales market is extremely seasonal. Over 50% of total sales are delivered in
June, July, August and September with an even higher portion of educational sales delivered in that
period. Working Capital Requirements During the Peak Summer Season As discussed above, the market for educational furniture is marked by extreme seasonality,
with the vast majority of sales occurring from June to September each year, which is the Companys
peak season. Hence, Virco builds and carries significant amounts of inventory during 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, Virco has historically relied
on third-party bank financing to meet cash flow requirements during the build-up period immediately
preceding the high season. In addition, Virco typically is faced with a large balance of accounts receivable during the
peak season. This occurs for two primary reasons. First, accounts receivable balances naturally
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. Virco has historically enjoyed high levels of collectability on these
accounts receivable due to the low-credit risk associated with such customers. Nevertheless, due to
the time differential between inventory build-up in anticipation of the peak season and the
collection on accounts receivable throughout the peak season, the Company must rely on external
sources of financing. Currently, the Company has a line of credit with Wells Fargo Bank to assist
it in meeting cash flow requirements as inventory is built for, and business is transacted during,
the peak summer season. For more information on this financing arrangement, please see the section
entitled Liquidity and Capital Resources in the Managements Discussion and Analysis section
contained in Vircos Annual Report to Stockholders for the fiscal year ended January 31, 2005. Virco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. For example, management expends a
significant amount of time in the first quarter of each year developing a stocking plan and
estimating the number of temporary summer 5




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employees, the amount of raw materials, and the types of
components and products that will be required during the peak season. If management underestimates
any of these requirements, Vircos ability to meet customer orders in a timely manner or to provide
adequate customer service may be diminished. If management overestimates any of these requirements,
the Company may be required to absorb higher storage, labor and related costs, each of which may
affect the bottom line. On an on-going basis, management evaluates its estimates, including those
related to market demand, labor costs, and stocking inventory; moreover, management continually
strives to improve its ability to correctly forecast the requirements of the Companys business
during the peak season each year based in part on annual contracts which are in place and
managements experience with respect to the market. As part of Vircos efforts to balance seasonality, financial performance and quality without
sacrificing service or market share, management has been refining an operating model called
Assemble-to-Ship (ATS). ATS is Vircos version of mass-customization, which assembles standard,
stocked components into customized configurations before shipment. The ATS program reduces the
total amount of inventory and working capital needed to support a given level of sales. It does
this by increasing the inventorys versatility, delaying costly assembly until the last moment, and
reducing the amount of warehouse space needed to store finished goods. As part of the ATS stocking
program, Virco has endeavored to create a more flexible workforce. The Company has developed
compensation programs to reward employees who are willing to move from fabrication to assembly to
the warehouse as seasonal demands evolve. During the 2002 year, the Company added a sabbatical
program to reduce spending in the fourth quarter when sales and required production are at the
lowest levels. These programs have helped Virco avoid layoffs and reduce the need for inefficient
temporary production workers. Developments During 2004 For a discussion of the general developments of Vircos business during the period covered by
this report, please see the section entitled To Our Stockholders in the Companys Annual Report
to Stockholders for the year ended January 31, 2005. Other Matters Competition Virco has numerous competitors in each of its markets. In the educational furniture market,
competitors include Sagus International LLC, (which markets product under Artco-Bell, American Desk,
Midwest Folding Products, CampbellRhea, and LSI), Royal, Bretford, Smith Systems, Columbia,
Scholarcraft and School Specialty. Competitors in contract furniture vary depending upon the
specific product line or sales market and include Falcon Products, Inc., Krueger International,
Inc., MTS and Mity Enterprises, Inc. The educational furniture market is characterized by price competition, as many sales occur on
a bid basis. Management compensates for this market characteristic through a combination of methods
that may include, but are not expected to emphasize, direct price competition. Instead, management
expects to emphasize the value of Vircos products, the value of Vircos distribution and delivery
capabilities, the value of Vircos customer support capabilities and other intangibles. In
addition, management believes that the streamlining of costs assists the Company in compensating
for this market characteristic by allowing Virco to offer a higher value product at a lower price.
For example, as discussed above, Virco has decreased distribution costs by avoiding resellers, and
management believes that the Companys large direct sales force and the Companys sizeable
manufacturing and warehousing capabilities facilitate these efforts. Backlog Sales order backlog at January 31, 2005, totaled $12.4 million and approximates five weeks of
sales, compared to $12.4 million at January 31, 2004, and $13.0 million at January 31, 2003. Patents and Trademarks In the last five years, the United States Patent and Trademark Office (the USPTO) has issued
to Virco more than 20 patents on its various new product lines. These patents cover various design
and utility features in Ph.D. chairs, I.Q. Series furniture, and the Zuma family of products,
among others. Virco has a number of other design and utility patents in the United States and other
countries that provide protection for Vircos intellectual property as well. These patents expire
over a period of time ranging from four to 17 years. Virco maintains an active program to protect
its investment in technology and patents by monitoring and enforcing its intellectual property
rights. While Vircos patents are an important element of its success, Vircos business as a whole
is not believed to be materially dependent on any one patent. In order to distinguish genuine Virco products from competitors products, Virco has obtained
certain trademarks and tradenames for its products and engages in advertising and sales campaigns
to promote its brands and to identify genuine Virco products. While Vircos tradenames play an
important role in its success, Vircos business as a whole is not believed to be materially
dependent on any one trademark, except perhaps the trademark Virco, which the company has protected and enhanced as an emblem of
quality educational furniture for over 50 years. Virco has no franchises or concessions that are considered to be of material importance to the
conduct of its business and has not appraised or established a value for its patents or trademarks. 6




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Employees Virco and its subsidiaries employ approximately 1,275 full-time employees at various
locations. Of this number, approximately 1,020 are involved in manufacturing and distribution,
approximately 175 in sales and marketing and approximately 80 in administration. Environmental Compliance Virco is subject to numerous environmental laws and regulations in the various jurisdictions
in which it operates that (a) govern operations that may have adverse environmental effects, such
as the discharge of materials into the environment, as well as handling, storage, transportation
and disposal practices for solid and hazardous wastes, and (b) impose liability for response costs
and certain damages resulting from past and current spills, disposals or other releases of
hazardous materials. Although Virco has enacted policies for recycling and resource recovery that
have earned repeated commendations, including designation in 2004 from the Waste Reduction Awards
Program in California, in 2003 as a WasteWise Hall of Fame Charter Member, in 2002 as a WasteWise
Partner of the Year and 2001 as a WasteWise Program Champion for Large Businesses by the United
States Environmental Protection Agency, it is possible that the Companys operations may result in
noncompliance with or liability for remediation pursuant to environmental laws. Environmental laws
have changed rapidly in recent years, and Virco may be subject to more stringent environmental laws
in the future. The Company has expended, and may be expected to continue to expend, significant
amounts in the future for the investigation of environmental conditions, installation of
environmental control equipment, or remediation of environmental contamination. Financial Information About Geographic Areas During the period covered by this report, Virco derived approximately 3.0 % of its revenues
from external customers located outside of the United States (primarily in Canada). The Company
determines sales to these markets based upon the customers principal place of business. The
Company does not have any long-lived assets outside of the United States. Executive Officers of the Registrant As of April 1, 2005, the executive officers of Virco Mfg. Corporation, who are elected by and
serve at the discretion of the Companys Board of Directors, were as follows: Age at
    
    Has HeldJanuary 31,
    
    OfficeName
    
    Office
    
    2005
    
    SinceR. A. Virtue (1)
    
    President, Chairman of the Board and Chief Executive
Officer
    
    
    72
    
    
    
    1990D. A. Virtue (2)
    
    Executive Vice President
    
    
    46
    
    
    
    1992S. Bell (3)
    
    Vice President  General Manager, Conway Division
    
    
    48
    
    
    
    2004A. Choy (4)
    
    Vice President  Planning and Information Technology
    
    
    29
    
    
    
    2004R. E. Dose (5)
    
    Vice President  Finance, Secretary and Treasurer
    
    
    48
    
    
    
    1995A. Gamble (6)
    
    Vice President  Human Resources
    
    
    36
    
    
    
    2004P. Quinones (7)
    
    Vice President  Logistics and Marketing Services
    
    
    41
    
    
    
    2004D. R. Smith (8)
    
    Vice President  Marketing
    
    
    56
    
    
    
    1995L. L. Swafford (9)
    
    Vice President  Legal Affairs
    
    
    40
    
    
    
    1998N. Wilson (10)
    
    Vice President  General Manager, Torrance Division
    
    
    57
    
    
    
    2004L. O. Wonder (11)
    
    Vice President  Sales
    
    
    53
    
    
    
    1995B. Yau (12)
    
    Corporate Controller, Assistant Secretary and Treasurer
    
    
    46
    
    
    
    2004
   (1)
    
    Appointed Chairman in 1990; has been employed by the Company for 48 years and has served as the President since 1982.(2)
    
    Appointed in 1992; has been employed by the Company for 19 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 16 years and has served in a variety of manufacturing,
safety, and environmental positions.(4)
    
    Appointed in 2004; has been employed by the Company for 5 years in a variety of analytic and technology positions,
currently as Vice President of Planning and Information Technology.(5)
    
    Appointed in 1995; has been employed by the Company for 14 years and has served as the Corporate Controller, and
currently as Vice President-Finance, Secretary and Treasurer.(6)
    
    Appointed in 2004; has been employed by the Company for 6 years and has served as Manager of Human Resources, as
Director of Human Resources, currently as Vice President of Human Resources.(7)
    
    Appointed in 2004; has been employed by the Company for 13 years in a variety customer and marketing service
positions, currently as Vice President of Logistics and Marketing Services.(8)
    
    Appointed in 1995; has been employed by the Company for 20 years in a variety of sales and marketing positions,
currently as Vice President of Marketing.(9)
    
    Appointed in 1998; has been employed by the Company for 9 years and has served as Associate Corporate Counsel,
currently as Vice President of Legal Affairs. 7




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(10)
    
    Appointed in 2004; has been employed by the Company for 38 years in a variety of manufacturing, warehousing, and
transportation positions, currently as Vice President  General Manager, Torrance Division.(11)
    
    Appointed in 1995; has been employed by the Company for 27 years in a variety of sales and marketing positions,
currently as Vice President of Sales.(12)
    
    Appointed in 2004; has been employed by the Company for 8 years and has served as Corporate Controller, currently as
Corporate Controller, Assistant Secretary and Treasurer. Company officers do not have employment contracts. The information required by this Item regarding Directors is incorporated by reference to
Vircos Proxy Statement to be filed within 120 days after the end of the Companys most recent
fiscal year and is incorporated herein by this reference. Available Information Virco files annual, quarterly and special reports, proxy statements and other information with
the SEC. Stockholders may read and copy this information at the SECs Public Reference Room at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Information on the operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Stockholders may also obtain
copies of this information by mail from the Public Reference Room at the address set forth above,
at prescribed rates. The SEC also maintains an internet world-wide website that contains reports, proxy statements
and other information about issuers like Virco who file electronically with the SEC. The address of
that site is http://www.sec.gov. In addition, Virco makes available to its stockholders, free of charge through its internet
world-wide website, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), as soon as reasonably
practicable after Virco electronically files such material with, or furnishes it to, the SEC. The
address of that site is http://www.virco.com. The Company has adopted a Code of Conduct and Ethics for Directors, Officers and Employees
applicable to its directors and officers (including its chief executive officer, chief financial
officer, corporate controller. The Companys Code of Conduct and Ethics is available on the
Companys website at www.virco.com. The Company intends to disclose waivers under this Code
of Ethics, or amendments thereto, that apply to the persons listed above on the Companys website
at www.virco.com or in a report on Form 8-K as required. 
 Item 2.Properties Torrance, California Virco leases a 560,000 sq. ft. office, manufacturing and warehousing facility located on 23.5
acres of land in Torrance, California. This facility is occupied
under a five-year lease (with one
five-year renewal option) expiring January 2010. This facility also includes the corporate
headquarters, the West Coast showroom, and all West Coast distribution operations. Conway, Arkansas The Company owns 100 acres of land in Conway, Arkansas, containing 1,200,000 sq. ft. of
manufacturing, warehousing, and office facilities. This facility is equipped with high-density
storage systems, features 70 dock doors dedicated to outbound freight, and has substantial yard
capacity to store and stage trailers, which has enabled the Company to consolidate the warehousing
function and implement the Assemble-to-Ship inventory stocking program. Management believes
that this facility supports Vircos ability to handle increased sales during the peak delivery
season and enhances the efficiency with which orders are filled. In addition to the complex described above, the Company operates three other facilities in
Conway, Arkansas. The first is a 375,000 sq. ft. fabrication facility that was acquired in 1954,
and expanded and modernized over the subsequent 45 years. The Company manufactures fabricated steel
and injection molded plastic components at this facility. The second is a 175,000 sq. ft.
manufacturing facility that is used to fabricate and store compression molded components. This
building is leased under a 10-year lease expiring in March 2008. The third is a 150,000 sq. ft.
finished goods warehouse that is owned by the Company. Los Angeles, California Virco owned a 160,000 sq. ft. manufacturing facility located on 8 acres of land in Gardena,
California. This manufacturing facility, which was held as rental property, was sold in November 2003. 
 Item 3.Legal Proceedings Virco 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 to be
successful on the merits of the pending cases or that any liabilities resulting from such cases 8




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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 4.Submission of Matters to a Vote of Security Holders None. 9




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PART II 
 Item 5.Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities Incorporated herein by reference is the information appearing under the caption Supplemental
Stockholders Information which appears in Vircos Annual Report to Stockholders for the year
ended January 31, 2005. As of April 4, 2005, there were
approximately 338 registered stockholders
according to transfer agent records. There were approximately 923
beneficial stockholders. On
January 31, 2005, there were 120,000 shares available for grant under the 1997 Employee
Incentive Plan. On January 31, 2004, there were 403,000 shares available for grant. Dividend Policy It is the Board of Directors policy to periodically review the payment of cash and stock
dividends in light of the Companys earnings and liquidity. No dividends were declared or paid in
fiscal 2004 and the third or fourth quarters of 2003. In the first and second quarter of 2003 and
fiscal year 2002, the Company declared a $0.02 per quarter cash dividend and an annual 10% stock
dividend. Under the current line of credit with Wells Fargo, Virco is restricted from paying cash
dividends. Securities Authorized for Issuance Under Equity Compensation Plans Equity Compensation Plan InformationNumber of securitiesremaining available forfuture issuance underNumber of securities to
    
    
    Weighted-average
    
    
    equity compensationbe issued upon exercise
    
    
    exercise price of
    
    
    plans - excludingof outstanding options,
    
    
    outstanding options,
    
    
    securities reflected inwarrants and rights
    
    
    warrants and rights
    
    
    column (a)Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    368,000
    
    
    $
    11.17
    
    
    
    120,000Equity compensation
plans not approved
by security holders
    
    None
    

    
    None
    

    
    NoneTotal
    
    
    368,000
    
    
    $
    11.17
    
    
    
    120,000
 
 Item 6.Selected Financial Data Incorporated herein by reference is the Selected Financial Data Information appearing in
Vircos Annual Report to Stockholders for the year ended January 31, 2005. This data should be read
in conjunction with Item 8, Financial Statements and Supplementary Data, and with Item 7,
Managements Discussion and Analysis of Financial Condition and Results of Operations. 
 Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations This information is incorporated herein by reference to the Managements Discussion and
Analysis of Financial Condition and Results of Operations section included in Vircos Annual
Report to Stockholders for the year ended January 31, 2005. 
 Item 7a. Quantitative and Qualitative Disclosures about Market Risk This information is incorporated herein by reference to the Inflation and Future Change in
Prices section of Managements Discussion and Analysis and Results of Operations included in
Vircos Annual Report to Stockholders for the year ended January 31, 2005. The Company has risk in its exposure to certain material costs. The Companys largest raw
material costs are for steel, followed by plastics, and wood. The Company is also exposed to costs
of fuel, which impacts material costs in the form of inbound freight, certain manufacturing
processes, and costs to ship product to the Companys customers. The cost of steel and plastic
increased substantially during the fiscal year ended January 31, 2005. Due to the nature of the
annual contracts with school districts, the Company was not able to pass along these increased
costs. As
of January 31, 2005, Virco had borrowed $23,003,000 under the Wells Fargo credit
facilities. Accordingly, a 100 basis point upward 10




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fluctuation in the interest rate would have
caused the Company to incur additional interest charges of approximately $349,000 for the fiscal
year ended January 31, 2005. Virco would have benefited from a similar interest savings if the base
rate were to have fluctuated downward by the same amount. 
 Item 8. Financial Statements and Supplementary Data The report of independent registered public accounting firm, consolidated financial statements
and the notes thereto included in the Annual Report to Stockholders for the year ended January 31,
2005, are incorporated herein by reference. 
 Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures Not
applicable. 
 Item 9A.Controls and Procedures Disclosure Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in reports filed with the Commission pursuant to the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the
Commissions rules and forms, and that such information is accumulated and communicated to the
Companys management, including its President and Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. Assessing the
costs and benefits of such controls and procedures necessarily involves the exercise of judgment by
management, and such controls and procedures, by their nature, can provide only reasonable
assurance that managements objectives in establishing them will be achieved. Virco carried out an evaluation, under the supervision and with the participation of the
Companys management, including its President and Chief Executive Officer along with its Chief
Financial Officer, of the effectiveness of the design and operation of disclosure controls and
procedures as of the end of the period covered by this Annual Report pursuant to Exchange Act Rule
13a-15. Based upon the foregoing, the Companys President and Chief Executive Officer along with
the Companys Chief Financial Officer and other members of management concluded that, subject to
the limitations noted in this Part II, Item 9A, Vircos disclosure controls and procedures are
effective in ensuring that (i) information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SECs rules and forms and (ii) information required to be
disclosed by the Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Companys management, including its principal executive and
principal financial officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. Internal Control Over Financial Reporting No changes in the Companys internal control over financial reporting identified in connection with
the evaluation required by Exchange Act Rule 13a-15(d) or 15d-15(d) have come to managements
attention that have materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting. See Managements Report on Internal Control
Over Financial Reporting and Report of Independent Registered Public Accounting Firm preceding
the Companys financials and footnote disclosures. 
 Item 9B. Other Information None. 11




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PART III 
 Item 10.Directors and Executive Officers of the Registrant The information required by this Item is incorporated by reference to information set forth in
the Companys definitive Proxy Statement to be filed within 120 days after the end of the Companys
fiscal year end of January 31, 2005, and in Part I of this report under the heading Executive
Officers of the Registrant. 
 Item 11. Executive Compensation The information required by this Item is incorporated by reference to information set forth in
the Companys definitive Proxy Statement to be filed within 120 days after the end of the Companys
fiscal year end of January 31, 2005. 
 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters The information required by this Item is incorporated by reference to information set forth in
the Companys definitive Proxy Statement to be filed within 120 days after the end of the Companys
fiscal year end of January 31, 2005. 
 Item 13.Certain Relationships and Related Transactions The information required by this Item is incorporated by reference to information set forth in
the Companys definitive Proxy Statement to be filed within 120 days after the end of the Companys
fiscal year end of January 31, 2005. 
 Item 14. Principal Accounting Fees and Services The information required by this Item is incorporated by reference to information set forth in
the Companys definitive Proxy Statement to be filed within 120 days after the end of the Companys
fiscal year end of January 31, 2005. 12




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PART IV 
 Item 15.Exhibits, Financial Statement Schedules  1.
    The following consolidated financial statements of Virco Mfg. Corporation, included in the annual report of the
registrant to its stockholders for the year ended January 31, 2005, are incorporated by reference in Item 8.Managements Report on Internal Control Over Financial Reporting.Reports of Independent Registered Public Accounting Firm.Consolidated balance sheets  January 31, 2005 and 2004.Consolidated statements of operations  Years ended January 31, 2005, 2004, and 2003.Consolidated statements of stockholders equity  Years ended January 31, 2005, 2004, and 2003.Consolidated statements of cash flows  Years ended January 31, 2005, 2004, and 2003.Notes to consolidated financial statements  January 31, 2005.2.
    The following consolidated financial statement schedule of Virco Mfg. Corporation is included in Item 15:Schedule II Valuation and Qualifying Accounts and Reserves.All other schedules for which provision is made in the applicable accounting regulation of the Securities and
Exchange Commission are not required under the related instructions, are inapplicable, or are included in the
Financial Statements or Notes thereto, and therefore are not required to be presented under this Item.3.
    ExhibitsSee Index to Exhibits. The Exhibits listed in the accompanying Index to Exhibits are filed as part of this report. 13




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SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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. CORPORATIONDate:
    
    April 14, 2005
    
    By:
    
    /s/ Robert A. VirtueRobert A. VirtueChairman of the Board andChief Executive Officer
 14




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POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Robert A. Virtue and Robert E. Dose his/her true and lawful attorney-in-fact and
agent, with full power of substitution and, for him/her and in his/her name, place and stead, in
any and all capacities to sign any and all amendments to this report on Form 10-K, and to file the
same, with all exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant in the capacities and on the
dates indicated. SIGNATURE
    
    TITLE
    
    DATE/s/ Robert A. Virtue
    
    Chairman of the Board,
    
    April 14, 2005Robert A. Virtue
    
    Chief Executive Officer,President and Director/s/ Robert E. Dose
    
    Vice President  Finance,
    
    April 14, 2005Robert E. Dose
    
    Secretary and Treasurer(Principal Financial Officer)/s/ Bassey Yau
    
    Corporate Controller,
    
    April 14, 2005Bassey Yau
    
    (Principal Accounting Officer)/s/ Douglas A. Virtue
    
    Director
    
    April 14, 2005Douglas A. Virtue/s/ Donald S. Friesz
    
    Director
    
    April 14, 2005Donald S. Friesz/s/ Evan M. Gruber
    
    Director
    
    April 14, 2005Evan M. Gruber/s/ Robert K. Montgomery
    
    Director
    
    April 14, 2005Robert K. Montgomery/s/ Albert J. Moyer
    
    Director
    
    April 14, 2005Albert J. Moyer/s/ Glen D. Parish
    
    Director
    
    April 14, 2005Glen D. Parish/s/ Donald A. Patrick
    
    Director
    
    April 14, 2005Donald A. Patrick/s/ James R. Wilburn
    
    Director
    
    April 14, 2005James R. Wilburn
 15




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VIRCO MFG. CORPORATION EXHIBITS TO FORM 10-K ANNUAL REPORT For the Year Ended January 31, 2005 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).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).10.4
    
    Rights Agreement dated as of October 18, 1996, by and between the Company and Mellon Investor Services, 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).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 between FHL Group, a California Corporation, as landlord and Virco Mfg. Corporation, a Delaware
Corporation, as tenant
(incorporated by reference to Exhibit 10.6 to the Companys Annual Report on Form 10-K for the fiscal year
ended January 31, 2002 (Commission File No. 001-08777), filed with the Commission on May 1, 2002).10.7
    
    Revolving Line of Credit Note dated January 27, 2004, between the Company and Wells Fargo Bank, N.A., a
national banking association (incorporated by reference to Exhibit 99.5 to the Companys Current Report on
Form 8-K filed with the Commission on January 31, 2004).10.8
    
    Amendment to Revolving Line of Credit Note dated January 21, 2005, between the Company and Wells Fargo
Bank, N.A., a national banking association (incorporated by reference to Exhibit 99.2 to the Companys
Current Report on Form 8-K filed with the Commission on January 26, 2005).13.1
    
    Annual Report to Stockholders for the Year Ended January 31, 2005.14.1
    
    Code of Conduct and Ethics.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.
 16