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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 1934
 For the fiscal year ended January 31, 2009.
 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
 Yes o No þ
 þ o
 þ o
 þ
  Large accelerated filer o   
    Accelerated filer þ
    Non-accelerated filer o
    Smaller reporting company o(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
    
    
    10Item 1B. Unresolved Staff Comments
    
    
    15Item 2. Properties
    
    
    15Item 3. Legal Proceedings
    
    
    16Item 4. Submission of Matters to a Vote of Security Holders
    
    
    16PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    17Item 6. Selected Financial Data
    
    
    18Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 8. Financial Statements and Supplementary Data
    
    
    35Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
    
    
    62Item 9A. Controls and Procedures
    
    
    62Item 9B. Other Information
    
    
    62PART IIIItem 10. Directors, Executive Officers, and Corporate Governance
    
    
    63Item 11. Executive Compensation
    
    
    63Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    63Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    63Item 14. Principal Accounting Fees and Services
    
    
    63PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    64SIGNATURES
    
    
    66POWER OF ATTORNEY
    
    
    67EX-10.25EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1
  2




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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; 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.
 Throughout this report, our fiscal years ended January 31, 2005, January 31, 2006, January 31,
2007, January 31, 2008 and January 31, 2009 are referred to as years 2004, 2005, 2006, 2007 and
2008, respectively.
 
 Item 1. Business
 Introduction
  3




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Principal Products
    4




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5




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Raw Materials
     Marketing and Distribution
     6




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Seasonality
  Working Capital Requirements During the Peak Summer Season
    7




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Other Matters
 Competition
   Backlog
  Patents and Trademarks
     Employees
  8




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Environmental Compliance
  Financial Information About Geographic Areas
  Executive Officers of the Registrant
  Age atJanuary
    
    Has Held31,
    
    OfficeName
    
    Office
    
    2009
    
    SinceR. A. Virtue (1)
    
    President, Chairman of the Board and Chief Executive Officer
    
    
    76
    
    
    
    1990D. A. Virtue (2)
    
    Executive Vice President
    
    
    50
    
    
    
    1992S. Bell (3)
    
    Vice President  General Manager, Conway Division
    
    
    52
    
    
    
    2004R. E. Dose (4)
    
    Vice President  Finance, Secretary and Treasurer
    
    
    53
    
    
    
    1995A. Gamble (5)
    
    Vice President  Human Resources
    
    
    40
    
    
    
    2004P. Quinones (6)
    
    Vice President  Logistics and Marketing Services
    
    
    45
    
    
    
    2004D. R. Smith (7)
    
    Vice President  Marketing
    
    
    60
    
    
    
    1995L. L. Swafford (8)
    
    Vice President  Legal Affairs
    
    
    44
    
    
    
    1998N. Wilson (9)
    
    Vice President  General Manager, Torrance Division
    
    
    61
    
    
    
    2004L. O. Wonder (10)
    
    Vice President  Sales
    
    
    57
    
    
    
    1995B. Yau (11)
    
    Corporate Controller, Assistant Secretary and Treasurer
    
    
    50
    
    
    
    2004
 
 (1)
    
    Appointed Chairman in 1990; has been employed by the Company for 52 years and has served as the President since
1982.(2)
    
    Appointed in 1992; has been employed by the Company for 23 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 20 years and has served in a variety of manufacturing,
safety, and environmental positions, and currently Vice President  General Manager, Conway Division. 9




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##### Table of Contents



(4)
    
    Appointed in 1995; has been employed by the Company for 18 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 10 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 17 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 24 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 13 years and has served as Associate Corporate Counsel,
and currently as Vice President of Legal Affairs.(9)
    
    Appointed in 2004; has been employed by the Company for 42 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 31 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 12 years and has served as Corporate Controller, and
currently as Corporate Controller, Assistant Secretary and Treasurer.  Available Information
    
 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 depressed or the recession deepens,
funding for education may decrease, which would adversely affect our business and results and
operations.
 10




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We may have difficulty increasing or maintaining our prices as a result of price competition, which
could lower our profit margins. Our competitors may develop new services or product designs that
give them an advantage over us in making future sales.
  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.
  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.
  The majority of our sales are generated under annual contracts, which limit our ability to raise
prices during a given year in response to increases in costs.
   11




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We are dependent on the pricing and availability of raw materials and components, and price
increases and unavailability of raw materials and components could lower sales, increase our cost
of goods sold and reduce our profits and margins.
  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.
 rd
 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 receivables during the summer delivery season. Restrictions imposed by
the terms of our existing credit facility may limit our operating and financial flexibility.
   12




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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.
  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.
  13




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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.
  We are subject to potential labor disruptions, which could have a significant impact on our
business.
  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.
  14




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Our corporate documents and Delaware law contain provisions that could discourage, delay or prevent
a change in control of our company.
  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.
 
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
 Torrance, California
  Conway, Arkansas
  15




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Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  16




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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
  Quarterly Dividend and Stock Market Information
 Cash Dividends Declared
    
    
    Common Stock Range2008
    
    2007
    
    2008
    
    2007High
    
    Low
    
    High
    
    Low1st Quarter
    
    $
    0.050
    
    
    $
    
    
    
    $
    6.69
    
    
    $
    4.10
    
    
    $
    9.60
    
    
    $
    6.342nd Quarter
    
    
    
    
    
    
    
    
    
    
    5.24
    
    
    
    4.20
    
    
    
    7.40
    
    
    
    5.593rd Quarter
    
    
    0.025
    
    
    
    
    
    
    
    4.71
    
    
    
    2.20
    
    
    
    11.66
    
    
    
    4.854th Quarter
    
    
    0.025
    
    
    
    0.025
    
    
    
    3.94
    
    
    
    1.66
    
    
    
    13.79
    
    
    
    5.05
 Stock Performance Graph
  
 2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009VIRCO MFG. CORPORATION
    
    
    
    100
    
    
    
    
    107
    
    
    
    
    90
    
    
    
    
    122
    
    
    
    
    87
    
    
    
    
    30HEMSCOTT GROUP INDEX
    
    
    
    100
    
    
    
    
    108
    
    
    
    
    112
    
    
    
    
    132
    
    
    
    
    104
    
    
    
    
    51NASDAQ MARKET INDEX
    
    
    
    100
    
    
    
    
    100
    
    
    
    
    112
    
    
    
    
    120
    
    
    
    
    117
    
    
    
    
    72
 17




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##### Table of Contents



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
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Summary of OperationsNet sales
    
    $
    212,003
    
    
    $
    229,565
    
    
    $
    223,107
    
    
    $
    214,450
    
    
    $
    199,854Net income (loss)
    
    $
    1,210
    
    
    $
    22,219
    
    
    $
    7,545
    
    
    $
    (9,574
    )
    
    $
    (13,995
    )Income (Loss) per share dataNet income (loss) (a)Basic
    
    $
    0.08
    
    
    $
    1.54
    
    
    $
    0.56
    
    
    $
    (0.73
    )
    
    $
    (1.07
    )Assuming dilution
    
    $
    0.08
    
    
    $
    1.53
    
    
    $
    0.55
    
    
    $
    (0.73
    )
    
    $
    (1.07
    )Cash dividends declared per share
    
    $
    0.10
    
    
    $
    0.025
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (a)
    
    2005 and 2004 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
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Total assets
    
    $
    118,075
    
    
    $
    127,185
    
    
    $
    116,277
    
    
    $
    114,720
    
    
    $
    114,041Working capital
    
    $
    30,135
    
    
    $
    32,756
    
    
    $
    22,994
    
    
    $
    15,488
    
    
    $
    15,334Current ratio
    
    
    2.1/1
    
    
    
    2.0/1
    
    
    
    1.6/1
    
    
    
    1.4/1
    
    
    
    1.5/1Total long-term obligations
    
    $
    24,248
    
    
    $
    21,129
    
    
    $
    30,101
    
    
    $
    38,862
    
    
    $
    34,090Stockholders equity
    
    $
    66,163
    
    
    $
    72,148
    
    
    $
    48,878
    
    
    $
    39,100
    
    
    $
    49,265Shares outstanding at year-end (2)
    
    
    14,239
    
    
    
    14,429
    
    
    
    14,380
    
    
    
    13,137
    
    
    
    13,098Stockholders equity per share (1)
    
    $
    4.65
    
    
    $
    5.00
    
    
    $
    3.40
    
    
    $
    2.98
    
    
    $
    3.76
 
 (1)
    
    Based on number of shares outstanding at year-end after giving effect to stock dividends and stock split.(2)
    
    Adjusted for stock dividends and stock split. 18




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Financial Highlights
 In thousands, except per share data
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Summary of OperationsNet sales (3) (4)
    
    $
    212,003
    
    
    $
    229,565
    
    
    $
    223,107
    
    
    $
    214,450
    
    
    $
    199,854Net income (loss)
    
    $
    1,210
    
    
    $
    22,219
    
    
    $
    7,545
    
    
    $
    (9,574
    )
    
    $
    (13,995
    )Net income (loss) per share (1)
    
    $
    0.08
    
    
    $
    1.53
    
    
    $
    0.55
    
    
    $
    (0.73
    )
    
    $
    (1.07
    )Stockholders equity
    
    
    66,163
    
    
    
    72,148
    
    
    
    48,878
    
    
    
    39,100
    
    
    
    49,265Stockholders equity per share (2)
    
    $
    4.65
    
    
    
    5.00
    
    
    
    3.40
    
    
    
    2.98
    
    
    
    3.76
 In thousands, except per share data
    
    2003
    
    2002
    
    2001
    
    2000
    
    1999Summary of OperationsNet sales (3) (4)
    
    $
    191,852
    
    
    $
    244,355
    
    
    $
    257,462
    
    
    $
    287,342
    
    
    $
    268,079Net income (loss) before change in
accounting methods (5)
    
    $
    (23,607
    )
    
    $
    282
    
    
    $
    246
    
    
    $
    4,313
    
    
    $
    10,166Change in accounting methods (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (297
    )
    
    
    Net income (loss)
    
    $
    (23,607
    )
    
    $
    282
    
    
    $
    246
    
    
    $
    4,016
    
    
    $
    10,166Net income (loss) per share (1)
    
    $
    (1.80
    )
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    0.29
    
    
    $
    0.72Stockholders equity
    
    
    62,352
    
    
    
    82,774
    
    
    
    90,223
    
    
    
    94,141
    
    
    
    93,834Stockholders equity per share (2)
    
    
    4.76
    
    
    
    6.31
    
    
    
    6.71
    
    
    
    6.90
    
    
    
    6.82
 
 (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
  19




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Executive Overview
    20




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Critical Accounting Policies and Estimates
    21




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Industry Overview
    23




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Virco Response to the Industry Environment
       Results of Operations (2008 vs. 2007)
 Financial Results and Cash Flow
  24




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Sales
     Cost of Sales
       Selling, General and Administrative and Others
  25




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Gain on Real Estate
  Goodwill Impairment
   Provision for Income Taxes
   Results of Operations (2007 vs. 2006)
 Financial Results and Cash Flow
  Sales
  26




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Cost of Sales
  Selling, General and Administrative and Others
   Provision for Income Taxes
    Inflation and Future Change in Prices
   27




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Liquidity and Capital Resources
 Working Capital Requirements
      28




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Long-Term Capital Requirements
   Asset Impairment
    Contractual Obligations
  29




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##### Table of Contents



Less than 1
    
    
    
    
    
    
    
    
    
    More than 5(In thousands)
    
    Total
    
    year
    
    1-3 years
    
    3-5 years
    
    yearsLong-term debt obligations
    
    $
    59
    
    
    $
    12
    
    
    $
    24
    
    
    $
    23
    
    
    $
    Interest on long-term debt obligations
    
    
    4
    
    
    
    1
    
    
    
    3
    
    
    
    1
    
    
    
    Capital lease obligations
    
    
    57
    
    
    
    57
    
    
    
    
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    31,479
    
    
    
    6,476
    
    
    
    10,828
    
    
    
    9,454
    
    
    
    4,721Purchase obligations
    
    
    15,149
    
    
    
    15,149
    
    
    
    
    
    
    
    
    
    
    
    $
    46,748
    
    
    $
    21,695
    
    
    $
    10,855
    
    
    $
    9,478
    
    
    $
    4,721
    January 31,(In thousands)
    
    2009
    
    2008Beginning balance
    
    $
    1,750
    
    
    $
    1,750Provision
    
    
    1,184
    
    
    
    938Costs incurred
    
    
    (984
    )
    
    
    (938
    )Ending balance
    
    $
    1,950
    
    
    $
    1,750
 Retirement Obligations
   30




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Stockholders Equity
  31




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Environmental and Contingent Liabilities
    Off-Balance Sheet Arrangements
  New Accounting Pronouncements
  32




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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
   34




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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
    
    
    36Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
    
    
    37Report of Independent Registered Public Accounting Firm
    
    
    38Consolidated Balance Sheets as of January 31, 2009 and 2008
    
    
    39Consolidated Statements of Income for the Years Ended January 31, 2009, 2008 and 2007
    
    
    41Consolidated Statements of Stockholders Equity for the Years Ended January 31, 2009, 2008 and 2007
    
    
    42Consolidated Statements of Cash Flows for the Years Ended January 31, 2009, 2008 and 2007
    
    
    43Notes to Consolidated Financial Statements
    
    
    44
  35




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MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
       36




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
 The Board of Directors and Stockholders of  Virco Mfg. Corporation
         37




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 The Board of Directors and Stockholders of  Virco Mfg. Corporation
         38




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Virco Mfg. Corporation
 
 Consolidated Balance Sheets
 January 31,2009
    
    2008(In thousands)AssetsCurrent assetsCash
    
    $
    4,387
    
    
    $
    2,066Trade accounts receivables (net of allowance for doubtful
accounts of $200 in 2008 and 2007)
    
    
    14,193
    
    
    
    15,474Other receivables
    
    
    410
    
    
    
    284Income tax receivable
    
    
    358
    
    
    
    150InventoriesFinished goods, net
    
    
    10,720
    
    
    
    14,564Work in process, net
    
    
    14,848
    
    
    
    20,653Raw materials and supplies, net
    
    
    7,417
    
    
    
    7,79132,985
    
    
    
    43,008Deferred tax assets, net
    
    
    3,808
    
    
    
    4,189Prepaid expenses and other current assets
    
    
    1,658
    
    
    
    1,493Total current assets
    
    
    57,799
    
    
    
    66,664Property, plant and equipmentLand and land improvements
    
    
    3,379
    
    
    
    3,612Buildings and building improvements
    
    
    47,888
    
    
    
    49,558Machinery and equipment
    
    
    116,559
    
    
    
    114,286Leasehold improvements
    
    
    1,911
    
    
    
    1,475169,737
    
    
    
    168,931Less accumulated depreciation and amortization
    
    
    125,122
    
    
    
    122,598Net property, plant and equipment
    
    
    44,615
    
    
    
    46,333Goodwill and other intangible assets
    
    
    
    
    
    
    2,350Less accumulated amortization
    
    
    
    
    
    
    52Net goodwill and other intangible assets
    
    
    
    
    
    
    2,298Deferred tax assets, net
    
    
    9,372
    
    
    
    5,652Other assets
    
    
    6,289
    
    
    
    6,238Total assets
    
    $
    118,075
    
    
    $
    127,185
 See accompanying notes.
 39




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##### Table of Contents



Virco Mfg. Corporation
 Consolidated Balance Sheets
 January 31,2009
    
    2008(In thousands, except per share data)LiabilitiesCurrent liabilitiesChecks released but not yet cleared bank
    
    $
    4,996
    
    
    $
    4,163Accounts payable
    
    
    10,728
    
    
    
    14,313Accrued compensation and employee benefits
    
    
    5,136
    
    
    
    7,762Current portion of long-term debt
    
    
    69
    
    
    
    74Other accrued liabilities
    
    
    6,735
    
    
    
    7,596Total current liabilities
    
    
    27,664
    
    
    
    33,908Non-current liabilitiesAccrued self-insurance retention and other
    
    
    3,263
    
    
    
    3,848Accrued pension expenses
    
    
    19,777
    
    
    
    12,749Income tax payable
    
    
    1,161
    
    
    
    760Long-term debt, less current portion
    
    
    47
    
    
    
    3,772Total non-current liabilities
    
    
    24,248
    
    
    
    21,129Commitments 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
14,238,994 shares in 2008 and 14,428,662 shares in 2007
    
    
    142
    
    
    
    144Additional paid-in capital
    
    
    114,067
    
    
    
    114,318Accumulated deficit
    
    
    (38,664
    )
    
    
    (37,224
    )Accumulated other comprehensive loss
    
    
    (9,382
    )
    
    
    (5,090
    )Total stockholders equity
    
    
    66,163
    
    
    
    72,148Total liabilities and stockholders equity
    
    $
    118,075
    
    
    $
    127,185
 See accompanying notes.
 40




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##### Table of Contents



Virco Mfg. Corporation
 
 Consolidated Statements of Income
 Year ended January 31,2009
    
    2008
    
    2007(In thousands, except per share data)Net sales
    
    $
    212,003
    
    
    $
    229,565
    
    
    $
    223,107Costs of goods sold
    
    
    143,402
    
    
    
    145,901
    
    
    
    144,495Gross profit
    
    
    68,601
    
    
    
    83,664
    
    
    
    78,612Selling, general and
administrative expenses
    
    
    64,487
    
    
    
    69,213
    
    
    
    66,828(Gain) loss on sale of assets, net
    
    
    (1,131
    )
    
    
    (17
    )
    
    
    1Goodwill and intangible impairment
    
    
    2,284
    
    
    
    
    
    
    
    Interest expense, net
    
    
    1,452
    
    
    
    2,276
    
    
    
    3,792Income before income taxes
    
    
    1,509
    
    
    
    12,192
    
    
    
    7,991Income tax expense (benefit)
    
    
    299
    
    
    
    (10,027
    )
    
    
    446Net income
    
    $
    1,210
    
    
    $
    22,219
    
    
    $
    7,545Dividend declared:Cash
    
    $
    0.100
    
    
    $
    0.025
    
    
    $
    Net income per common share:Basic
    
    $
    0.08
    
    
    $
    1.54
    
    
    $
    0.56Diluted
    
    $
    0.08
    
    
    $
    1.53
    
    
    $
    0.55Weighted average shares
outstanding:Basic
    
    
    14,390
    
    
    
    14,401
    
    
    
    13,590Diluted
    
    
    14,434
    
    
    
    14,539
    
    
    
    13,611
 See accompanying notes.
 41




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##### Table of Contents



Virco Mfg. Corporation
 
 Consolidated Statements of Stockholders Equity
 AccumulatedAdditional
    
    
    
    
    
    Other
    
    OtherIn thousands, except share
    
    
    
    
    
    
    
    
    
    Paid-in
    
    Accumulated
    
    Comprehensive
    
    Comprehensivedata
    
    Shares
    
    Amount
    
    Capital
    
    Deficit
    
    Income (Loss)
    
    Loss
    
    TotalBalance at January 31, 2006
    
    
    13,137,288
    
    
    $
    131
    
    
    $
    108,143
    
    
    $
    (66,627
    )
    
    
    
    
    
    $
    (2,547
    )
    
    $
    39,100Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,545
    
    
    
    7,545
    
    
    
    
    
    
    
    7,545Pension adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,462
    )
    
    
    (1,462
    )
    
    
    (1,462
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,083
    
    
    
    
    
    
    
    Stock-based payments under
stock compensation plans
    
    
    112,722
    
    
    
    
    
    
    
    754
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    754Stock issued under private placement
    
    
    1,129,496
    
    
    
    12
    
    
    
    4,840
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,852Adoption of SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,911
    )
    
    
    (1,911
    )Balance 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 income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,082
    )
    
    
    
    
    
    
    Adoption of 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
    )
    
    $
    66,163
 See accompanying notes.
 42




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##### Table of Contents



Virco Mfg. Corporation
 
 Consolidated Statements of Cash Flows
 Year Ended January 31,2009
    
    2008
    
    2007(In thousand, except share data)Operating activitiesNet income
    
    $
    1,210
    
    
    $
    22,219
    
    
    $
    7,545Adjustments to reconcile net income to net cash provided by
operating activitiesDepreciation and amortization
    
    
    5,673
    
    
    
    6,643
    
    
    
    7,199Provision for doubtful accounts
    
    
    7
    
    
    
    53
    
    
    
    72(Gain) loss on sale of property, plant and equipment
    
    
    (1,131
    )
    
    
    (17
    )
    
    
    1Deferred income taxes
    
    
    (358
    )
    
    
    (10,654
    )
    
    
    260Goodwill and intangible assets impairment
    
    
    2,284
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    855
    
    
    
    678
    
    
    
    754Changes in operating assets and liabilitiesTrade accounts receivable
    
    
    1,274
    
    
    
    3,070
    
    
    
    (1,399
    )Other receivables
    
    
    (126
    )
    
    
    (56
    )
    
    
    149Inventories
    
    
    10,023
    
    
    
    (5,171
    )
    
    
    (6,220
    )Income taxes
    
    
    193
    
    
    
    (379
    )
    
    
    142Prepaid expenses and other current assets
    
    
    (165
    )
    
    
    (290
    )
    
    
    14Accounts payable and accrued liabilities
    
    
    (8,579
    )
    
    
    788
    
    
    
    2,398Net cash provided by operating activities
    
    
    11,160
    
    
    
    16,884
    
    
    
    10,915Investing activitiesCapital expenditures
    
    
    (5,056
    )
    
    
    (4,832
    )
    
    
    (3,622
    )Proceeds from sale of property, plant and equipment
    
    
    2,392
    
    
    
    17
    
    
    
    Net investment in life insurance
    
    
    (50
    )
    
    
    (116
    )
    
    
    (167
    )Net cash used in investing activities
    
    
    (2,714
    )
    
    
    (4,931
    )
    
    
    (3,789
    )Financing activitiesProceeds from long-term debt
    
    
    
    
    
    
    3,582
    
    
    
    Repayment of long-term debt
    
    
    (3,730
    )
    
    
    (15,000
    )
    
    
    (11,475
    )Purchase of treasury stock
    
    
    (950
    )
    
    
    
    
    
    
    Proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    4,752Cash dividend paid
    
    
    (1,445
    )
    
    
    (361
    )
    
    
    Net cash used in financing activities
    
    
    (6,125
    )
    
    
    (11,779
    )
    
    
    (6,723
    )Net increase in cash
    
    
    2,321
    
    
    
    174
    
    
    
    403Cash at beginning of year
    
    
    2,066
    
    
    
    1,892
    
    
    
    1,489Cash at end of year
    
    $
    4,387
    
    
    $
    2,066
    
    
    $
    1,892Supplemental disclosures of cash flow information
Cash paid (received) 
during the year for:Interest
    
    $
    1,452
    
    
    $
    2,276
    
    
    $
    3,792Income tax, net
    
    
    464
    
    
    
    1,006
    
    
    
    44Non-cash activitiesAccrued asset retirement obligations
    
    $
    113
    
    
    $
    669
    
    
    $
    626Assets acquired under capital leases
    
    
    
    
    
    
    
    
    
    
    186Income tax, net
    
    
    43
    
    
    
    
    
    
    
    
 See accompanying notes
 43




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##### Table of Contents



VIRCO MFG. CORPORATION
 
 Notes to Financial Statements
 January 31, 2009
 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
 44




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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
      2008
    
    
    2007Balance at beginning of period
    
    $
    (669,000
    )
    
    $
    (626,000
    )Additional obligation
    
    
    (113,000
    )
    
    
    Accretion expense
    
    
    (36,000
    )
    
    
    (43,000
    )Balance at end of period
    
    $
    (818,000
    )
    
    $
    (669,000
    )
 45




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##### Table of Contents



Impairment of Long-Lived Assets
  Net Income Per Share
  In thousands, except per share data
    
    2008
    
    2007
    
    2006NumeratorNet income
    
    $
    1,210
    
    
    $
    22,219
    
    
    $
    7,545DenominatorWeighted-average shares  basic
    
    
    14,390
    
    
    
    14,401
    
    
    
    13,590Common equivalent shares from common stock options and warrants
    
    
    44
    
    
    
    138
    
    
    
    21Weighted-average shares  diluted
    
    
    14,434
    
    
    
    14,539
    
    
    
    13,611Net income per common shareBasic
    
    $
    0.08
    
    
    $
    1.54
    
    
    $
    0.56Diluted
    
    
    0.08
    
    
    
    1.53
    
    
    
    0.55
 Goodwill and Other Intangible Assets
  Impairment of Goodwill
   46




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##### Table of Contents



Impairment of Intangible Assets
   2008
    
    
    
    
    
    
    
    
    
    2007Gross
    
    Accumulated
    
    Impairment
    
    
    
    
    
    Gross
    
    AccumulatedIn thousands
    
    Amount
    
    Amortization
    
    charge
    
    Net Amount
    
    Amount
    
    Amortization
    
    Net AmountGoodwill (not amortized)
    
    $
    2,200
    
    
    $
    
    
    
    $
    2,200
    
    
    $
    
    
    
    $
    2,200
    
    
    $
    
    
    
    $
    2,200Intangible assets
    
    
    150
    
    
    
    66
    
    
    
    84
    
    
    
    
    
    
    
    150
    
    
    
    52
    
    
    
    98$
    2,350
    
    
    $
    66
    
    
    $
    2,284
    
    
    $
    
    
    
    $
    2,350
    
    
    $
    52
    
    
    $
    2,298
 Environmental Costs
    Advertising Costs
  Product Warranty Expense
  Self-Insurance
  47




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##### Table of Contents



Stock-Based Compensation Plans
  Reclassifications
  Revenue Recognition
  Shipping and Installation Fees
  Accounting for Income Taxes
   Accounting for Pensions and Other Postretirement Plans
  48




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##### Table of Contents



New Accounting Pronouncements
        49




---



##### Table of Contents



2. Inventories
   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
 January 31, 2008Material
    
    
    
    
    
    Labor,Content at
    
    LIFO
    
    OverheadFIFO
    
    Reserve
    
    and Other
    
    TotalFinished goods
    
    $
    10,176
    
    
    $
    (1,849
    )
    
    $
    6,237
    
    
    $
    14,564Work in process
    
    
    14,402
    
    
    
    (2,912
    )
    
    
    9,163
    
    
    
    20,653Raw materials and supplies
    
    
    10,210
    
    
    
    (2,432
    )
    
    
    13
    
    
    
    7,791Total
    
    $
    34,788
    
    
    $
    (7,193
    )
    
    $
    15,413
    
    
    $
    43,008
 50




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##### Table of Contents



3. Debt
  January 31,In thousands, except per share data
    
    2009
    
    2008Revolving credit line with Wells Fargo Bank
    
    $
    
    
    
    $
    3,656Other
    
    
    116
    
    
    
    190116
    
    
    
    3,846Less current portion
    
    
    69
    
    
    
    74$
    47
    
    
    $
    3,772Outstanding stand-by letters of credit
    
    $
    
    
    
    $
    329
     Year ending January 31,2010
    
    $
    692011
    
    
    122012
    
    
    122013
    
    
    122014
    
    
    11Thereafter
    
    
    
  4. Retirement Plans
 Pension Plans
   51




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##### Table of Contents



52




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##### Table of Contents



Employee Plan
    
    
    VIP Plan
    
    
    Directors Plan01/31/2009
    
    
    12/31/2007
    
    
    01/31/2009
    
    
    12/31/2007
    
    
    01/31/2009
    
    
    12/31/2007Change in Benefit ObligationBenefit obligation at beg. of year
    
    $
    24,194
    
    
    $
    24,079
    
    
    $
    5,820
    
    
    $
    5,764
    
    
    $
    470
    
    
    $
    471Service cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28Interest cost
    
    
    1,549
    
    
    
    1,293
    
    
    
    361
    
    
    
    324
    
    
    
    30
    
    
    
    27Participant contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amendments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Actuarial (gains) losses
    
    
    (1,795
    )
    
    
    (344
    )
    
    
    (458
    )
    
    
    102
    
    
    
    (36
    )
    
    
    (56
    )Benefits paid
    
    
    (1,432
    )
    
    
    (834
    )
    
    
    (485
    )
    
    
    (370
    )
    
    
    
    
    
    
    Benefit obligation at end of year
    
    $
    22,516
    
    
    $
    24,194
    
    
    $
    5,238
    
    
    $
    5,820
    
    
    $
    464
    
    
    $
    470Change in Plan AssetsFair value at beg. of year
    
    $
    17,334
    
    
    $
    13,911
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Actual return on plan assets
    
    
    (8,089
    )
    
    
    1,457
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Company contributions
    
    
    2,400
    
    
    
    2,800
    
    
    
    485
    
    
    
    370
    
    
    
    
    
    
    
    Benefits paid
    
    
    (1,432
    )
    
    
    (834
    )
    
    
    (485
    )
    
    
    (370
    )
    
    
    
    
    
    
    Fair value at end of year
    
    $
    10,213
    
    
    $
    17,334
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Funded StatusUnfunded status of the plan
    
    $
    (12,302
    )
    
    $
    (6,860
    )
    
    $
    (5,238
    )
    
    $
    (5,820
    )
    
    $
    (464
    )
    
    $
    (470
    )Amounts Recognized in Statement of Financial PositionCurrent liabilities
    
    
    
    
    
    
    
    
    
    
    (455
    )
    
    
    (526
    )
    
    
    (51
    )
    
    
    Non-current liabilities
    
    
    (12,302
    )
    
    
    (6,860
    )
    
    
    (4,783
    )
    
    
    (5,294
    )
    
    
    (413
    )
    
    
    (470
    )Accrued benefit cost
    
    $
    (12,302
    )
    
    $
    (6,860
    )
    
    $
    (5,238
    )
    
    $
    (5,820
    )
    
    $
    (464
    )
    
    $
    (470
    )Items not yet Recognized as a Component of Net Periodic Pension Expense, Included in AOCIUnrecognized net actuarial (gain)
loss
    
    $
    11,746
    
    
    $
    4,357
    
    
    $
    1,379
    
    
    $
    1,992
    
    
    $
    (231
    )
    
    $
    (230
    )Unamortized prior service costs
    
    
    1,741
    
    
    
    2,293
    
    
    
    (1,886
    )
    
    
    (2,230
    )
    
    
    
    
    
    
    Net initial asset recognition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    13,487
    
    
    $
    6,650
    
    
    $
    (507
    )
    
    $
    (238
    )
    
    $
    (231
    )
    
    $
    (230
    )Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive IncomeNet (gain) / loss
    
    $
    7,595
    
    
    $
    (1,000
    )
    
    $
    (458
    )
    
    $
    102
    
    
    $
    (36
    )
    
    $
    (56
    )Prior service cost / (credit)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of gain / (loss)
    
    
    (206
    )
    
    
    (313
    )
    
    
    (155
    )
    
    
    (144
    )
    
    
    35
    
    
    
    25Amortization of prior service cost
    
    
    (553
    )
    
    
    (510
    )
    
    
    344
    
    
    
    499
    
    
    
    
    
    
    
    Amortization of initial asset
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Recognized in Other
    
    $
    6,836
    
    
    $
    (1,808
    )
    
    $
    (269
    )
    
    $
    457
    
    
    $
    (1
    )
    
    $
    (31
    )Comprehensive IncomeItems to be Recognized as a Component of 2009 Periodic Pension CostPrior service cost
    
    $
    510
    
    
    
    
    
    
    $
    (318
    )
    
    
    
    
    
    $
    Net actuarial loss
    
    
    923
    
    
    
    
    
    
    
    98
    
    
    
    
    
    
    
    (184
    )$
    1,433
    
    
    
    
    
    
    $
    (220
    )
    
    
    
    
    
    $
    (184
    )Supplemental DataProjected benefit obligation
    
    $
    22,516
    
    
    $
    24,194
    
    
    $
    5,238
    
    
    $
    5,820
    
    
    $
    464
    
    
    $
    470Accumulated benefit obligation
    
    
    22,516
    
    
    
    24,194
    
    
    
    5,238
    
    
    
    5,820
    
    
    
    464
    
    
    
    470Fair value of plan assets
    
    
    10,213
    
    
    
    17,334
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 53




---



##### Table of Contents



Employee Plan
    
    
    VIP Plan
    
    
    Directors Plan01/31/2009
    
    
    12/31/2007
    
    
    01/31/2009
    
    
    12/31/2007
    
    
    01/31/2009
    
    
    12/31/2007Components of Net Periodic Benefit CostService cost
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    28Interest cost
    
    
    1,430
    
    
    
    1,293
    
    
    
    334
    
    
    
    324
    
    
    
    28
    
    
    
    27Expected return on plan assets
    
    
    (1,201
    )
    
    
    (801
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition amount
    
    
    
    
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    510
    
    
    
    510
    
    
    
    (318
    )
    
    
    (499
    )
    
    
    
    
    
    
    Recognized net actuarial loss
    
    
    190
    
    
    
    313
    
    
    
    143
    
    
    
    144
    
    
    
    (32
    )
    
    
    (25
    )Benefit Cost
    
    $
    929
    
    
    $
    1,300
    
    
    $
    159
    
    
    $
    (31
    )
    
    $
    (4
    )
    
    $
    30Estimated Future Benefit PaymentsFYE 01-31-2010
    
    $
    1,563
    
    
    
    
    
    
    $
    455
    
    
    
    
    
    
    $
    51FYE 01-31-2011
    
    
    1,203
    
    
    
    
    
    
    
    447
    
    
    
    
    
    
    
    60FYE 01-31-2012
    
    
    1,366
    
    
    
    
    
    
    
    436
    
    
    
    
    
    
    
    60FYE 01-31-2013
    
    
    1,314
    
    
    
    
    
    
    
    417
    
    
    
    
    
    
    
    56FYE 01-31-2014
    
    
    1,330
    
    
    
    
    
    
    
    397
    
    
    
    
    
    
    
    52FYE 01-31-2015 to 2019
    
    
    8,310
    
    
    
    
    
    
    
    1,911
    
    
    
    
    
    
    
    201Total
    
    $
    15,086
    
    
    
    
    
    
    $
    4,063
    
    
    
    
    
    
    $
    480Weighted Average Assumptions to Determine Benefit Obligations at Year-EndDiscount rate
    
    
    6.75
    %
    
    
    6.00
    %
    
    
    6.75
    %
    
    
    6.00
    %
    
    
    6.75
    %
    
    
    6.00
    %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
    
    
    6.00
    %
    
    
    5.75
    %
    
    
    6.00
    %
    
    
    5.75
    %
    
    
    6.00
    %
    
    
    5.75
    %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
 Implementation of SFAS No. 158
  401(k) Retirement Plan
  Life Insurance
  54




---



##### Table of Contents



01/31/2009Liability beginning of year
    
    $
    Implement EITF 06-04
    
    
    1,820,000Accretion expense
    
    
    106,000Present value of death benefits paid
    
    
    (32,000
    )Liability end of year
    
    $
    1,894,000
 5. Stock-Based Compensation and Stockholders Rights
 Stock Incentive Plans
    Accounting for the Plans
   2009
    
    2008
    
    2007Weighted-
    
    
    
    
    
    Weighted-
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    Average
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    Exercise
    
    
    
    
    
    ExerciseOptions
    
    Price
    
    Options
    
    Price
    
    Options
    
    PriceOutstanding at beginning
of year
    
    
    161,433
    
    
    $
    11.46
    
    
    
    234,594
    
    
    $
    12.53
    
    
    
    292,571
    
    
    $
    11.56Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (58,564
    )
    
    
    12.64
    
    
    
    (73,161
    )
    
    
    14.89
    
    
    
    (57,977
    )
    
    
    7.66Outstanding at end of year
    
    
    102,869
    
    
    
    10.79
    
    
    
    161,433
    
    
    
    11.46
    
    
    
    234,594
    
    
    
    12.53Exercisable at end of year
    
    
    102,869
    
    
    
    10.79
    
    
    
    161,433
    
    
    
    11.46
    
    
    
    234,594
    
    
    
    12.53
  55




---



##### Table of Contents



Options Outstanding
    
    
    
    Options ExercisableRemainingContractualPrice
    
    Number of Shares
    
    Life
    
    
    
    Number of Shares
    
    Price$
    8.82
    
    
    
    12,100
    
    
    
    2.55
    
    
    
    
    
    12,100
    
    
    $
    8.82$
    11.06
    
    
    
    90,769
    
    
    
    0.47
    
    
    
    
    
    90,769
    
    
    $
    11.06$
    10.79
    
    
    
    102,869
    
    
    
    0.72
    
    
    
    
    
    102,869
    
    
    $
    10.79
  Restricted Stock Unit Awards
  UnrecognizedExpense for
    
    
    
    
    
    
    Compensation12 months ended
    
    
    
    
    
    
    Cost at1/31/2009
    
    
    1/31/2008
    
    
    1/31/2007
    
    
    1/31/20092007 Plan262,500 Restricted
Stock Units, issued
6/19/2007, vesting
over 5 years
    
    $
    356,000
    
    
    $
    238,000
    
    
    $
    
    
    
    $
    1,186,00035,644 Grants of
Restricted Stock,
issued 6/17/2008,
vesting over 1 year
    
    
    117,000
    
    
    
    
    
    
    
    
    
    
    
    58,00012,887 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
    
    
    353,000
    
    
    
    353,000
    
    
    
    353,000
    
    
    
    147,00073,881 Grants of
Restricted Stock,
issued 1/13/2006,
vesting on 7/05/2006
    
    
    
    
    
    
    
    
    
    
    343,000
    
    
    
    17,640 Grants of
Restricted Stock,
issued 6/20/2006,
vesting over 1 year
    
    
    
    
    
    
    29,000
    
    
    
    58,000
    
    
    
    Totals for the period
    
    $
    855,000
    
    
    $
    678,000
    
    
    $
    754,000
    
    
    $
    1,391,000
 56




---



##### Table of Contents



2009
    
    2008
    
    2007Weighted-
    
    
    
    
    
    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
    
    
    364,500
    
    
    $
    6.82
    
    
    
    153,000
    
    
    $
    6.91
    
    
    
    277,881
    
    
    $
    6.91Granted
    
    
    35,644
    
    
    
    4.91
    
    
    
    275,387
    
    
    
    6.79
    
    
    
    17,640
    
    
    
    4.96Vested
    
    
    (103,500
    )
    
    
    4.95
    
    
    
    (63,887
    )
    
    
    6.64
    
    
    
    (142,521
    )
    
    
    4.99Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at end
of year
    
    
    296,644
    
    
    
    6.59
    
    
    
    364,500
    
    
    
    6.82
    
    
    
    153,000
    
    
    
    6.91Weighted-average fair
value of restricted
stock
units granted during
the year
    
    
    
    
    
    $
    4.91
    
    
    
    
    
    
    $
    6.79
    
    
    
    
    
    
    $
    4.96
 Stockholders Rights
  57




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##### Table of Contents



6. Income Taxes
  Year ended January 31,2009
    
    2008
    
    2007Statutory
    
    $
    513
    
    
    $
    4,145
    
    
    $
    2,717State taxes (net of federal tax)
    
    
    49
    
    
    
    458
    
    
    
    272Change in valuation allowance
    
    
    86
    
    
    
    (14,750
    )
    
    
    (2,432
    )State rate adjustment
    
    
    (239
    )
    
    
    
    
    
    
    Other
    
    
    (110
    )
    
    
    120
    
    
    
    (111
    )$
    299
    
    
    $
    (10,027
    )
    
    $
    446
  January 31,2009
    
    2008
    
    2007CurrentFederal
    
    $
    5
    
    
    $
    284
    
    
    $
    220State
    
    
    652
    
    
    
    343
    
    
    
    (34
    )657
    
    
    
    627
    
    
    
    186DeferredFederal
    
    
    205
    
    
    
    3,927
    
    
    
    2,205State
    
    
    (649
    )
    
    
    169
    
    
    
    487(444
    )
    
    
    4,096
    
    
    
    2,692Change in valuation allowance
    
    
    86
    
    
    
    (14,750
    )
    
    
    (2,432
    )(358
    )
    
    
    (10,654
    )
    
    
    260$
    299
    
    
    $
    (10,027
    )
    
    $
    446
  January 31,2009
    
    2008Deferred tax assetsAccrued vacation and sick leave
    
    $
    1,165
    
    
    $
    1,232Retirement plans
    
    
    6,853
    
    
    
    5,213Insurance reserves
    
    
    874
    
    
    
    1,256Inventory
    
    
    1,107
    
    
    
    989Warranty
    
    
    726
    
    
    
    665Net operating loss carryforwards
    
    
    3,369
    
    
    
    2,517Intangibles
    
    
    482Other
    
    
    595
    
    
    
    15,171
    
    
    
    11,872Deferred tax liabilitiesTax in excess of book
depreciation
    
    
    (1,024
    )
    
    
    (985
    )Other
    
    
    (40
    )
    
    
    (205
    )(1,064
    )
    
    
    (1,190
    )Valuation allowance
    
    
    (927
    )
    
    
    (841
    )Net deferred tax asset
    
    $
    13,180
    
    
    $
    9,841Reported as:Current deferred tax assets
    
    $
    3,808
    
    
    $
    4,189Long-term deferred tax assets
    
    
    9,372
    
    
    
    5,652
 58




---



##### Table of Contents



January 31,2009
    
    2008Balance as of February 1,
    
    $
    525
    
    
    $
    525Increases related to prior year tax positions
    
    
    271
    
    
    
    90Decreases related to prior year tax positions
    
    
    (197
    )
    
    
    (150
    )Increases related to current year tax positions
    
    
    43
    
    
    
    60Decreases related to settlements with taxing authorities
    
    
    
    
    
    
    Decreases related to lapsing of statue of limitations
    
    
    
    
    
    
    Balance as of January 31,
    
    $
    642
    
    
    $
    525
     7. Commitments
   Year ending January 31,2010
    
    $
    6,4762011
    
    
    5,9002012
    
    
    4,9282013
    
    
    4,8642014
    
    
    4,590Thereafter
    
    
    4,721
 59




---



##### Table of Contents



Year ended January 31,2009
    
    $
    7,9532008
    
    
    7,4912007
    
    
    8,019
  8. Contingencies
     Year ending January 31,2010
    
    $
    5202011
    
    
    5202012
    
    
    5202013
    
    
    5202014
    
    
    505Total
    
    
    2,585Discount to net present value
    
    
    (240
    )Thereafter
    
    $
    2,345
 60




---



##### Table of Contents



9. Warranty
   January 31,2009
    
    2008Beginning balance
    
    $
    1,750
    
    
    $
    1,750Provision
    
    
    1,184
    
    
    
    938Costs incurred
    
    
    (984
    )
    
    
    (938
    )Ending balance
    
    $
    1,950
    
    
    $
    1,750
 10. Quarterly Results (Unaudited)
  April 30
    
    July 31
    
    October 31
    
    January 31Year 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
    )Year ended January 31, 2008Net sales
    
    $
    31,122
    
    
    $
    88,931
    
    
    $
    76,977
    
    
    $
    32,535Gross profit
    
    
    11,550
    
    
    
    33,716
    
    
    
    27,939
    
    
    
    10,459Net (loss) income
    
    
    (2,980
    )
    
    
    11,611
    
    
    
    16,738
    
    
    
    (3,150
    )Per common share (a)Net (loss) incomeBasic
    
    $
    (0.21
    )
    
    $
    0.81
    
    
    $
    1.16
    
    
    $
    (0.22
    )Assuming dilution
    
    
    (0.21
    )
    
    
    0.80
    
    
    
    1.15
    
    
    
    (0.22
    )
 
  61




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
  
 Item 9A. Controls and Procedures
 Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  
 Item 9B. Other Information
  62




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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
  63




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##### Table of Contents



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.

38Consolidated balance sheets  January 31, 2009 and 2008.

39Consolidated statements of income  Years ended January 31, 2009, 2008, and 2007.

41Consolidated statements of stockholders equity  Years ended January 31, 2009, 2008, and 2007.

42Consolidated statements of cash flows  Years ended January 31, 2009, 2008, and 2007.

43Notes to consolidated financial statements  January 31, 2009.

442.
    
    The following consolidated financial statement schedule of Virco Mfg. Corporation is included in Item 15:
 64




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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, 2009, 2008 AND 2007
  Col. A
    
    
    
    Col. C
    
    Col. ECol. B
    
    Charged to
    
    Deductions from
    
    Col. FBeginning Balance
    
    Expenses
    
    Reserves
    
    Ending BalanceAllowance for doubtful accounts for the period ended:January 31, 2009
    
    $
    200
    
    
    $
    7
    
    
    $
    7
    
    
    $
    200January 31, 2008
    
    $
    200
    
    
    $
    53
    
    
    $
    53
    
    
    $
    200January 31, 2007
    
    $
    200
    
    
    $
    72
    
    
    $
    72
    
    
    $
    200Inventory valuation reserve for the period ended:January 31, 2009
    
    $
    1,650
    
    
    $
    500
    
    
    $
    
    
    
    $
    2,150January 31, 2008
    
    $
    1,400
    
    
    $
    250
    
    
    $
    
    
    
    $
    1,650January 31, 2007
    
    $
    1,400
    
    
    $
    
    
    
    $
    
    
    
    $
    1,400Warranty reserve for the period ended:January 31, 2009
    
    $
    1,750
    
    
    $
    1,184
    
    
    $
    984
    
    
    $
    1,950January 31, 2008
    
    $
    1,750
    
    
    $
    938
    
    
    $
    938
    
    
    $
    1,750January 31, 2007
    
    $
    1,500
    
    
    $
    1,154
    
    
    $
    904
    
    
    $
    1,750Product, general, workers compensation and automobile
liability reserves for the period ended:January 31, 2009
    
    $
    3,305
    
    
    $
    
    
    
    $
    960
    
    
    $
    2,345January 31, 2008
    
    $
    2,835
    
    
    $
    470
    
    
    $
    
    
    
    $
    3,305January 31, 2007
    
    $
    1,620
    
    
    $
    1,215
    
    
    $
    
    
    
    $
    2,835Deferred tax valuation allowance for the period ended:January 31, 2009
    
    $
    841
    
    
    $
    86
    
    
    $
    
    
    
    $
    927January 31, 2008
    
    $
    15,591
    
    
    $
    
    
    
    $
    14,750
    
    
    $
    841January 31, 2007
    
    $
    16,640
    
    
    $
    
    
    
    $
    1,049
    
    
    $
    15,591
  3. Exhibits
  65




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##### Table of Contents



SIGNATURES
  VIRCO MFG. CORPORATIONDate: April 16, 2009
    
    By:
    
    /s/ Robert A. Virtue

Robert A. VirtueChairman of the Board andChief Executive Officer
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##### Table of Contents



POWER OF ATTORNEY
   SIGNATURE
    
    TITLE
    
    DATE/s/ Robert A. Virtue
    
    Chairman of the Board, Chief ExecutiveRobert A. Virtue
    
    Officer, President and Director (Principal Executive Officer),
    
    April 16, 2009Director/s/ Douglas A. Virtue
    
    Executive Vice President, Director
    
    April 16, 2009Douglas A. Virtue/s/ Robert E. Dose
    
    Vice President  Finance, Secretary andRobert E. Dose
    
    Treasurer (Principal Financial Officer)
    
    April 16, 2009/s/ Bassey Yau
    
    Corporate ControllerBassey Yau
    
    (Principal Accounting Officer)
    
    April 16, 2009/s/ Donald S. Friesz
    
    Director
    
    April 16, 2009Donald S. Friesz/s/ Thomas J. Schulte
    
    Director
    
    April 16, 2009Thomas J. Schulte/s/ Robert K. Montgomery
    
    Director
    
    April 16, 2009Robert K. Montgomery/s/ Albert J. Moyer
    
    Director
    
    April 16, 2009Albert J. Moyer/s/ Glen D. Parish
    
    Director
    
    April 16, 2009Glen D. Parish/s/ Donald A. Patrick
    
    Director
    
    April 16, 2009Donald A. Patrick/s/ James R. Wilburn
    
    Director
    
    April 16, 2009James R. Wilburn
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##### Table of Contents



VIRCO MFG. CORPORATION
 EXHIBITS TO FORM 10-K ANNUAL REPORT
 For the Year Ended January 31, 2009
 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 Mellow 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).
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##### Table of Contents



ExhibitNumber
    
    Description10.10
    
    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).10.11
    
    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).
 69




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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.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).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. 70