UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


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

For the quarterly period ended ~~October~~April 3130, ~~2024~~2025


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

For the transition period from to

Commission File number 1-8777


VIRCO MFG. CORPORATION (Exact Name of Registrant as Specified in its Charter)


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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

VIRC

The Nasdaq Stock Market LLC

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

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

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

Large accelerated filer ☐ Accelerated filer ☐ý Non-accelerated filer ý☐ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

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

Common Stock, $.01 par value — 1615,~~289~~738,~~406~~138 shares as of ~~November~~June 306, ~~2024~~2025.

TABLE OF CONTENTS

Part I. Financial Information		3
	Item 1. Financial Statements	3
	Unaudited condensed consolidated balance sheets - October 31, 2024, January 31, 2024 and October 31, 2023	3
	Unaudited condensed consolidated balance sheets - April 30, 2025, January 31, 2025 and April 30, 2024	3
	Unaudited condensed consolidated statements of income - Three months ended October 31, 2024 and 2023	5
	Unaudited condensed consolidated statements of income - Three months ended April 30, 2025 and 2024	5
	Unaudited condensed consolidated statements of income - Nine months ended October 31, 2024 and 2023	6
	Unaudited condensed consolidated statements of comprehensive income - Three months ended April 30, 2025 and 2024	6
	Unaudited condensed consolidated statements of comprehensive income - Three months ended October 31, 2024 and 2023	7
	Unaudited condensed consolidated statements of cash flows - Three months ended April 30, 2025 and 2024	7
	Unaudited condensed consolidated statements of comprehensive income - Nine months ended October 31, 2024 and 2023	8
	Unaudited condensed consolidated statements of changes in stockholders' equity - Three months ended April 30, 2025 and 2024	8
	Unaudited condensed consolidated statements of cash flows - Nine months ended October 31, 2024 and 2023	9
	Notes to unaudited condensed consolidated financial statements - April 30, 2025	9
	Unaudited condensed consolidated statements of changes in stockholders' equity - Three months and Nine months ended October 31, 2024 and 2023	10
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Notes to unaudited condensed consolidated financial statements - October 31, 2024	12
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	20
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 4. Controls and Procedures	20
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	22
Part II. Other Information		22
	Item 4. Controls and Procedures	22
	Item 1. Legal Proceedings	22
Part II. Other Information		24
	Item 1A. Risk Factors	22
	Item 1. Legal Proceedings	24
	Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	22
	Item 1A. Risk Factors	24
	Item 3. Defaults Upon Senior Securities	22
	Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	24
	Item 4. Mine Safety Disclosures	22
	Item 3. Defaults Upon Senior Securities	24
	Item 5. Other Information	23
	Item 4. Mine Safety Disclosures	24
	Item 6. Exhibits	23
	Item 5. Other Information	25
	Item 6. Exhibits	25

PART I. Financial Information

Item 1. Financial Statements

Virco Mfg. Corporation

Unaudited Condensed Consolidated Balance Sheets

	10/31/2024		1/31/2024		10/31/2023
	4/30/2025		1/31/2025		4/30/2024
	(In thousands)
Assets
Current assets
Cash	$	~~38,858~~935	$	526,~~286~~867	$	~~4,887~~644
Trade accounts receivables, net	2812,~~168~~279		2313,~~161~~004		3319,~~029~~772
Inventories	48,948		58,371		58,931
Income tax receivable	3,806		4,060		66
Prepaid expenses and other current assets	3,479		2,208		1,988
Inventories	74,029		55,647		71,333
Total current assets	119,453		89,026		98,835
Prepaid expenses and other current assets	3,233		2,595		3,974
Total current assets	94,282		102,173		95,789
Non-current assets
Property, plant and equipment
Property, plant, and equipment, net	36,482		36,428		34,074
Land	3,731		3,731		3,731
Operating lease right-of-use assets	34,384		35,593		6,274
Land improvements	697		694		694
Deferred income tax assets, net	5,862		5,821		6,705
Buildings and building improvements	51,950		51,576		51,498
Other assets, net	12,772		11,931		9,631
Machinery and equipment	118,324		114,400		116,695
Total assets	$	183,782	$	191,946	$	152,473
Leasehold improvements	523		523		976
Total property, plant and equipment	175,225		170,924		173,594
Less accumulated depreciation and amortization	139,604		136,356		138,650
Net property, plant and equipment	35,621		34,568		34,944
Operating lease right-of-use assets	36,876		6,508		7,156
Deferred tax assets, net	6,550		6,634		7,031
Other assets, net	11,645		9,709		9,073
Total assets	$	210,145	$	146,445	$	157,039

See accompanying notes to unaudited condensed consolidated financial statements.

Virco Mfg. Corporation

Unaudited Condensed Consolidated Balance Sheets

10/31/2024

1/31/2024

10/31/2023

4/30/2025

1/31/2025

4/30/2024

(In thousands, except share and par value data)

Liabilities

Current liabilities

Accounts payable

15,~~381~~706

1211,~~945~~593

1419,~~351~~202

Accrued compensation and employee benefits

125,~~439~~202

1011,~~880~~064

115,~~102~~626

Income tax payable

1,463

145

3,130

Current portion of long-term debt

261

258

250

Current portion of long-term debt

256

248

245

Current portion of operating lease liability

2,562

1,673

6,221

Current portion of operating lease liability

863

5,744

5,465

Other accrued liabilities

7,458

9,687

10,362

Other accrued liabilities

11,142

8,570

7,339

Total current liabilities

31,189

34,275

41,661

Total current liabilities

41,544

38,532

41,632

Non-current liabilities

Accrued self-insurance retention

1,~~033~~251

~~650~~780

~~748~~1,244

Accrued pension expenses

96,~~345~~255

96,~~429~~746

9,~~334~~480

Income tax payable, less current portion

~~261~~237

~~128~~200

—206

Long-term debt, less current portion

3,~~943~~812

43,~~136~~878

76,~~946~~766

Operating lease liability, less current portion

3734,~~380~~628

136,~~829~~007

~~2,933~~915

Other long-term liabilities

~~780~~810

~~562~~795

~~657~~564

Total non-current liabilities

5246,~~742~~993

1648,~~734~~406

2119,~~618~~175

Commitments and contingencies (Notes 6, 7 and 13)

Stockholders’ equity

Preferred stock:

Authorized 3,000,000 shares, $0.01 par value; none issued or outstanding

—

Common stock:

Authorized 25,000,000 shares, $0.01 par value; issued and outstanding 16,289,406 shares at 10/31/2024, and 16,347,314 at 1/31/2024 and 10/31/2023

163

164

Authorized 25,000,000 shares, $0.01 par value; issued and outstanding 15,738,138 shares at 4/30/2025, 16,087,082 shares at 1/31/2025, and 16,207,612 shares at 4/30/2024

157

161

162

Additional paid-in capital

~~119~~113,~~796~~616

~~121~~117,~~373~~549

~~121~~120,~~201~~048

Accumulated deficit

(28,~~734~~528)

(298,~~048~~867)

(2627,~~379~~235)

Accumulated other comprehensive loss

(1,366)

(1,310)

(1,197)

Accumulated other comprehensive income (loss)

355

422

(1,338)

Total stockholders’ equity

~~115~~105,~~859~~600

91109,~~179~~265

9391,~~789~~637

Total liabilities and stockholders’ equity

~~210~~183,~~145~~782

~~146~~191,~~445~~946

~~157~~152,~~039~~473

See accompanying notes to unaudited condensed consolidated financial statements.

Virco Mfg. Corporation

Unaudited Condensed Consolidated Statements of Income

	Three months ended
	10/31/2024		10/31/2023
	4/30/2025		4/30/2024
	(In thousands, except per share data)
Net sales	$	8233,~~620~~754	$	8446,~~252~~735
Costs of goods sold	4517,~~942~~734		4626,~~041~~388
Gross profit	3616,~~678~~020		3820,~~211~~347
Selling, general and administrative expenses	2516,~~565~~114		2317,~~505~~376
Operating income	11,113		14,706
Operating (loss) income	(94)		2,971
Unrealized (gain) loss on investment in trust account	(246)		176
Unrealized gain on investment in trust account	(1,175)		(215)
Pension expense	~~106~~27		~~301~~107
Interest (income) expense, net	(24)		765
Interest expense, net	60		208
Income before income taxes	~~11,277~~994		132,~~464~~871
Income tax expense	~~2,876~~262		~~3,304~~731
Net income	$	~~8,401~~732	$	102,~~160~~140
Cash dividends declared per common share:	$	0.025	$	—0.020
Net income per common share:
Basic	$	0.5205	$	0.6213
Diluted	$	0.5205	$	0.6213
Weighted average shares of common stock outstanding:
Basic	1615,~~289~~757		16,~~347~~264
Diluted	1615,~~296~~773		16,~~428~~393

See accompanying notes to unaudited condensed consolidated financial statements.

Virco Mfg. Corporation

Unaudited Condensed Consolidated Statements of Comprehensive Income

	Nine months ended
	Three months ended
	10/31/2024		10/31/2023
	4/30/2025		4/30/2024
	(In thousands, except per share data)
	(In thousands)
Net sales	$	237,774	$	226,516
Net income	$	732	$	2,140
Costs of goods sold	130,531		126,525
Other comprehensive income:
Gross profit	107,243		99,991
Pension adjustments (net of tax adjustment of $23 and $10 at April 30, 2025 and 2024, respectively)	(67)		(28)
Selling, general and administrative expenses	71,265		65,343
Net comprehensive income	$	665	$	2,112
Operating income	35,978		34,648
Unrealized gain on investment in trust account	(1,058)		(448)
Pension expense	320		623
Interest expense	506		2,560
Income before income taxes	36,210		31,913
Income tax expense	8,836		7,661
Net income	$	27,374	$	24,252
Cash dividends declared per common share:	$	0.065	$	—
Net income per common share:
Basic	$	1.67	$	1.49
Diluted	$	1.67	$	1.48
Weighted average shares of common stock outstanding:
Basic	16,379		16,277
Diluted	16,382		16,334

See accompanying notes to unaudited condensed consolidated financial statements.

Virco Mfg. Corporation

Unaudited Condensed Consolidated Statements of ~~Comprehensive~~Cash ~~Income~~Flows

	Three months ended
	10/31/2024		10/31/2023
	4/30/2025		4/30/2024
	(In thousands)
Net income	$	8,401	$	10,160
Operating activities
Other comprehensive income:
Net income	$	732	$	2,140
Pension adjustments (net of tax adjustment of $(29) and $406 at October 31, 2024 and 2023, respectively)	(9)		1,163
Adjustments to reconcile net income to net cash used in operating activities:
Net comprehensive income	$	8,392	$	11,323
Depreciation and amortization	1,534		1,334
Non-cash lease expense (benefits)	720		(203)
Provision for credit losses	15		15
Amortization of debt issuance costs	34		30
Deferred income taxes	(19)		(62)
Stock-based compensation	63		172
Amortization of net actuarial gain for pension plans	(90)		(38)
Non-cash unrealized gain on investment	(1,175)		(215)
Surrender of life insurance policies	300		—
Changes in operating assets and liabilities:
Trade accounts receivable	710		3,374
Inventories	(18,382)		(12,962)
Income taxes	291		(133)
Prepaid expenses and other current assets	(638)		(1,647)
Accounts payable and accrued liabilities	(3,126)		3,688
Net cash used in operating activities	(19,031)		(4,507)
Investing activities:
Purchases of property, plant and equipment	(2,444)		(1,088)
Proceeds from sale of fixed assets	—		2
Proceeds from surrendering life insurance policies	—		145
Net cash used in investing activities	(2,444)		(941)
Financing activities:
Borrowing from long-term debt	—		15,737
Repayment of long-term debt	(64)		(13,105)
Common stock repurchased	(4,000)		(1,499)
Cash dividends paid	(393)		(327)
Net cash (used in) provided by financing activities	(4,457)		806
Net decrease in cash	(25,932)		(4,642)
Cash at beginning of period	26,867		5,286
Cash at end of period	$	935	$	644
Supplemental disclosures of cash flow information:
Property, plant and equipment acquired and not yet paid at end of period	$	897	$	248
Cash paid during the period for interest, net of interest income	$	60	$	208
Cash paid during the period for income taxes, net of refunds	$	10	$	971

See accompanying notes to unaudited condensed consolidated financial statements.

Virco Mfg. Corporation

Unaudited Condensed Consolidated Statements of Comprehensive Income

	Nine months ended
	10/31/2024		10/31/2023
	(In thousands)
Net income	$	27,374	$	24,252
Other comprehensive income:
Pension adjustments (net of tax adjustment of $(57) and $406 at October 31, 2024 and 2023, respectively)	(56)		1,163
Net comprehensive income	$	27,318	$	25,415

See accompanying notes to unaudited condensed consolidated financial statements.

Virco Mfg. Corporation

Unaudited Condensed Consolidated Statements of Cash Flows

	Nine months ended
	10/31/2024		10/31/2023
	(In thousands)
Operating activities
Net income	$	27,374	$	24,252
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,165		3,763
Non-cash lease expense (benefits)	302		(517)
Provision for credit losses	45		45
Amortization of debt issuance costs	81		85
Deferred income taxes	272		363
Stock-based compensation	333		423
Defined pension plan settlement	—		372
Amortization of net actuarial gain (loss) for pension plans	(113)		3
Non-cash unrealized gain on investment	(1,058)		(448)
Surrender of life insurance policies	(719)		(95)
Changes in operating assets and liabilities:
Trade accounts receivable	(5,052)		(14,639)
Other receivables	(266)		41
Inventories	9,423		8,475
Income taxes	1,318		3,167
Prepaid expenses and other current assets	(971)		133
Accounts payable and accrued liabilities	6,286		(3,150)
Net cash provided by operating activities	41,420		22,273
Investing activities:
Purchases of property, plant and equipment	(5,365)		(4,605)
Purchases of marketable securities in trust accounts	(1,285)		—
Proceeds from sale of fixed assets	4		—
Proceeds from sale of marketable securities in trust accounts	1,285		—
Proceeds from surrendering life insurance policies	719		—
Net cash used in investing activities	(4,642)		(4,605)
Financing activities:
Borrowing from long-term debt	23,165		36,906
Repayment of long-term debt	(23,350)		(50,459)
Common stock repurchased	(1,499)		—
Tax withholding payments on share-based compensation	(412)		(110)
Payment of deferred financing costs	(50)		(175)
Cash dividends paid	(1,060)		—
Net cash used in financing activities	(3,206)		(13,838)
Net increase in cash	33,572		3,830
Cash at beginning of period	5,286		1,057
Cash at end of period	$	38,858	$	4,887
Supplemental disclosures of cash flow information:
Property, plant and equipment acquired and not yet paid at end of period	$	350	$	178
Cash paid during the period for interest, net of interest income	$	506	$	2,223
Cash paid during the period for income taxes, net of refunds	$	7,291	$	4,156
Noncash investment in right-of-use assets in exchange for a lease liability	$	32,982	$	—

See accompanying notes to unaudited condensed consolidated financial statements.

Virco Mfg. Corporation

Unaudited Consolidated Statements of Changes in Stockholders' Equity

	Three-Month Period Ended October 31, 2024
	Three-Month Period Ended April 30, 2025
	Common Stock
In thousands, except share data	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholder's Equity
Balance at July 31, 2024	16,289,406	$	163	$	119,734	$	(10,728)	$	(1,357)	$	107,812
Balance at January 31, 2025	16,087,082	$	161	$	117,549	$	(8,867)	$	422	$	109,265
Net income	—	—		—		~~8,401~~732		—		~~8,401~~732
Cash dividends	—	—		—		(~~407~~393)		—		(~~407~~393)
Pension adjustments	—	—		—		—		(967)		(967)
Shares vested and others	—	—		~~(1)~~—		—		—		~~(1)~~—
Stock compensation expense	—	—		63		—		—		63
Stock repurchase	—(348,944)	—(4)		—(3,996)		—		—		—(4,000)
Balance at October 31, 2024	16,289,406	$	163	$	119,796	$	(2,734)	$	(1,366)	$	115,859
Balance at April 30, 2025	15,738,138	$	157	$	113,616	$	(8,528)	$	355	$	105,600

	Three-Month Period Ended October 31, 2023
	Three-Month Period Ended April 30, 2024
	Common Stock
In thousands, except share data	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholder's Equity
Balance at July 31, 2023	16,347,314	$	164	$	121,030	$	(36,539)	$	(2,360)	$	82,295
Balance at January 31, 2024	16,347,314	$	164	$	121,373	$	(29,048)	$	(1,310)	$	91,179
Net income	—	—		—		102,~~160~~140		—		102,~~160~~140
Cash dividends	—	—		—		—(327)		—		—(327)
Pension adjustments	—	—		—		—		~~1,163~~(28)		~~1,163~~(28)
Shares vested and others	—	—		—		—		—		—
Stock compensation expense	—	—		~~171~~172		—		—		~~171~~172
Stock repurchase	—(139,702)	—(2)		—(1,497)		—		—		—(1,499)
Balance at October 31, 2023	16,347,314	$	164	$	121,201	$	(26,379)	$	(1,197)	$	93,789
Balance at April 30, 2024	16,207,612	$	162	$	120,048	$	(27,235)	$	(1,338)	$	91,637

	Nine-Month Period Ended October 31, 2024
	Common Stock
In thousands, except share data	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholder's Equity
Balance at January 31, 2024	16,347,314	$	164	$	121,373	$	(29,048)	$	(1,310)	$	91,179
Net income	—	—		—		27,374		—		27,374
Cash dividends	—	—		—		(1,060)		—		(1,060)
Pension adjustments	—	—		—		—		(56)		(56)
Shares vested and others	81,794	1		(413)		—		—		(412)
Stock compensation expense	—	—		333		—		—		333
Stock repurchase	(139,702)	(2)		(1,497)		$	—	—		(1,499)
Balance at October 31, 2024	16,289,406	$	163	$	119,796	$	(2,734)	$	(1,366)	$	115,859

	Nine-Month Period Ended October 31, 2023
	Common Stock
In thousands, except share data	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholder's Equity
Balance at January 31, 2023	16,210,985	$	162	$	120,890	$	(50,631)	$	(2,360)	$	68,061
Net income	—	—		—		24,252		—		24,252
Cash dividends	—	—		—		—		—		—
Pension adjustments	—	—		—		—		1,163		1,163
Shares vested and others	136,329	2		(112)		—		—		(110)
Stock compensation expense	—	—		423		—		—		423
Stock repurchase	—	—		—		—		—		—
Balance at October 31, 2023	16,347,314	$	164	$	121,201	$	(26,379)	$	(1,197)	$	93,789

See accompanying notes to unaudited condensed consolidated financial statements.

118

VIRCO MFG. CORPORATION

Notes to unaudited Condensed Consolidated Financial Statements

~~October~~April 3130, ~~2024~~2025

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, ~~2024~~2025 (“Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months ~~and nine months~~ ended ~~October~~April 3130, ~~2024~~2025 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, ~~2025~~2026. The balance sheet at January 31, ~~2024~~2025 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. All references to the “Company”, “we” and “our” refer to Virco Mfg. Corporation and its subsidiaries.

Note 2. Seasonality and Management Use of Estimates

The market for educational furniture is marked by extreme seasonality, with approximately 50% of the Company’s total sales typically occurring from June to August each year, the Company’s peak season. Hence, the Company typically builds and carries significant amounts of inventory during and in anticipation of this peak summer season to facilitate the rapid delivery requirements of customers in the educational market. This requires a large up-front investment in inventory, labor, storage and related costs as inventory is built in anticipation of peak sales during the summer months. As the capital required for this build-up generally exceeds cash available from operations, the Company has generally relied on third-party bank financing to meet cash flow requirements during the build-up period immediately preceding the peak season. In addition, the Company typically is faced with an overall higher accounts receivable balance during the peak season. This occurs for two primary reasons. First, accounts receivable balances typically increase during the peak season as shipments of products increase. Second, many customers during this period are educational institutions and government entities, which tend to pay accounts receivable slower than commercial customers.

The Company’s working capital requirements during and in anticipation of the peak summer season require management to make estimates and judgments that affect assets, liabilities, revenues and expenses, and related contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to market demand, labor costs and stocking inventory. Significant estimates made by management include, but are not limited to, valuation of inventory; deferred tax assets and liabilities; useful lives of property, plant and equipment; liabilities under pension, warranty and self-insurance; and the accounts receivable allowance for credit losses.

Note 3. Recently Issued Accounting Standards

~~ASU~~New ~~2024-03, Income~~Accounting ~~Statement~~Pronouncements -Recently Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued this ASU which requires a public entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis. The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. A public entity should apply the amendments either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact that this guidance will have on our consolidated financial statements and disclosures.Adopted

Accounting Standards ~~Updates~~Update ("~~ASUs~~ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued this ASU to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We. doThe ~~not~~Company ~~expect~~adopted ~~that~~ASU ~~this~~2023-07 ~~guidance~~during ~~will~~the ~~have~~year aended ~~material~~January ~~impact~~31, on2025. ~~our~~Refer ~~consolidated~~to ~~financial~~Note ~~statements~~16 ~~and~~for required disclosures.

12Recently Issued Accounting Pronouncements

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued this ASU which requires a public entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis. The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. A public entity should apply the amendments either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods

presented in the financial statements. We are currently evaluating the impact that this guidance will have on our consolidated financial statements and disclosures.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Tax Disclosures. In December 2023, the FASB issued this ASU which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. We do not expect that this guidance will have a material impact on our consolidated financial statements and disclosures.

The Company evaluates all ASUs issued by the Financial Accounting Standards Board ("FASB") for consideration of their applicability to our condensed consolidated financial statements. We have assessed all ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company or are not expected to have a material impact.

Note 4. Revenue Recognition

The Company manufactures, markets and distributes a wide variety of school and office furniture to wholesalers, distributors, educational institutions and governmental entities. Revenue is recorded for promised goods or services when control is transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.

The Company's sales generally involve a single performance obligation to deliver goods pursuant to customer purchase orders. Prices for our products are based on published price lists and customer agreements. The Company has determined that the performance obligations are satisfied at a point in time when the Company completes delivery per the customer contract. The majority of sales are free on board ("FOB") destination where the destination is specified per the customer contract and may include delivering the furniture into the classroom, school site or warehouse. Sales of furniture that are sold FOB factory are typically made to resellers of our product who in turn provide logistics to the ultimate customer. Once a product has been delivered per the shipping terms, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from the asset. The Company considers control to have transferred upon shipment or delivery in accordance with shipping terms because the Company has a present right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risks and rewards of ownership of the asset.

Sales are recorded net of discounts, sales incentives and rebates, sales taxes and estimated returns and allowances. The Company offers sales incentives and discounts through various regional and national programs to our customers. These programs include product rebates, product returns allowances and trade promotions. Variable consideration for these programs is estimated in the transaction price at contract inception based on current sales levels and historical experience using the expected value method, subject to constraint.

The Company generates revenue primarily by manufacturing and distributing products through resellers and direct-to-customers. Control transfers to both resellers and direct customers at a point in time when the delivery process is complete as determined by the corresponding shipping terms. Therefore, we do not consider them to be meaningfully different revenue streams given similarities in the nature of the products, performance obligation and distribution processes. Sales are predominately in the United States and to a similar class of customer. We do not manage or evaluate the business based on product line or any other discernable category.

Note 5. Inventories

Inventory is valued at the lower of cost or net realizable value (determined on a first-in, first-out basis (“FIFO”) and includes material, labor, and factory overhead. The Company records valuation adjustments for the excess cost of the inventory over its estimated net realizable value. Valuation adjustments for slow-moving and obsolete inventory involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Company's financial condition or results of operations. Valuation adjustments for slow-moving and obsolete inventory are calculated using an estimated percentage applied to inventories based on a physical inspection of the product in connection with a physical inventory, a review of slow-moving products and component stage, inventory category, historical and forecasted consumption of sales, and consideration of active marketing programs. The market for educational furniture is traditionally driven by value, not style, and the Company has not typically incurred material obsolescence expenses. If market conditions are less favorable than those anticipated by management, additional valuation adjustments may be required. The Company records the cost of excess capacity as a period expense, not as a component of capitalized inventory valuation.

~~The following table presents a breakdown of the Company’s inventories as of October 31, 2024, January 31, 2024 and October 31, 2023:~~10

13The following table presents a breakdown of the Company’s inventories as of April 30, 2025, January 31, 2025 and April 30, 2024:

10/31/2024

1/31/2024

10/31/2023

4/30/2025

1/31/2025

4/30/2024

(In thousands)

Finished goods

1731,~~793~~379

1819,~~861~~599

2028,~~587~~183

Work in process

1827,~~137~~703

2521,~~047~~357

2327,~~270~~588

Raw materials

1314,~~018~~947

14,~~463~~691

15,~~074~~562

Total inventories

4874,~~948~~029

5855,~~371~~647

5871,~~931~~333

Note 6. Leases

The Company has operating leases on real property, equipment, and automobiles, expiring at various dates through the fiscal year 2031. The Company determines if an arrangement is a lease at inception and assesses classification of the lease at commencement. The Company's lease terms include options to extend or terminate the lease only when it is reasonably certain that we exercise that option. All of the Company’s leases are classified as operating leases. The Company uses the implicit rate when readily determinable, or the incremental borrowing rate. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments using Company specific credit spreads. The Company’s lease terms include options to extend or terminate the lease only when it is reasonably certain that we will exercise that option. Lease expense for our operating leases is recognized on a straight-line basis over the lease term.

The Company has an operating lease for its corporate office and manufacturing and distribution facility located in Torrance, California, currently with a remaining lease term through September 2030. The Company leases equipment under a 5-year operating lease arrangement. The Company has the option of buying the assets at the end of the lease period at a price that does not result in the Company being reasonably certain of exercising the option. In addition, the Company leases trucks and automobiles under operating leases that include certain fleet management and maintenance services. Certain of the leases contain renewal or purchase options and require payment for property taxes and insurance. The Company records lease expense on a straight-line basis based on the contractual lease payments. The Company recognizes the present value of the future lease commitments as an operating lease liability, and a corresponding right-of-use asset (“ROU asset”), net of tenant allowances. Tenant improvements and related tenant allowances are recorded as a reduction to the ROU asset. The Company elected to account for leases with an original term of 12 months or less that do not contain a purchase option as short-term leases. Additionally, certain of the leases provide for variable payment for property taxes, insurance, and common area maintenance payments, among others. The Company recognizes variable lease expenses for these leases in the period incurred. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The quantitative information regarding our leases is as follows:

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

10/31/2024

10/31/2023

10/31/2024

10/31/2023

4/30/2025

4/30/2024

~~(In thousands, except lease term and discount rate)~~

(In thousands, except lease term and discount rate)

Operating lease cost

~~2,341~~

~~1,278~~

52,~~183~~358

31,~~828~~419

Short-term lease cost

~~172~~

~~119~~

~~406~~118

~~307~~104

Sublease income

~~(10)~~

(3010)

Variable lease cost

~~252~~

~~622~~273

~~673~~(72)

Total lease cost

~~2,507~~

~~1,639~~

62,~~181~~739

41,~~778~~441

Other operating leases information:

Cash paid for amounts included in the measurement of lease liabilities

41,~~881~~638

41,~~345~~621

Right-of-use assets obtained in exchange for new lease liabilities (a)

34,309

364

Right-of-use assets obtained in exchange for new lease liabilities

237

954

Weighted-average remaining lease term (years)

5.72

1.52

Weighted-average discount rate

9.8082

6.36

1411

Minimum future lease payments for operating leases in effect as of April 30, 2025, are as follows:

	Operating Lease
For the year ending January 31,	(In thousands)
Remaining of 2025	$	1,641
Remaining of 2026	$	3,743
2026	5,242
2027	9,698
2027	9,539
2028	9,425
2028	9,308
2029	9,587
Thereafter	16,739
2030	9,922
Remaining balance of lease payments	52,056
Thereafter	6,817
Short-term lease liabilities	863
Remaining balance of lease payments	49,192
Long-term lease liabilities	37,380
Short-term lease liabilities	2,562
Total lease liabilities	38,243
Long-term lease liabilities (a)	34,628
Difference between undiscounted cash flows and discounted cash flows	$	13,813
Total lease liabilities	37,190
Difference between undiscounted cash flows and discounted cash flows	$	12,002

(a) On July 23, 2024, the Company entered into a new lease agreement (the “Lease”) with Starboard Distribution Center, LLC which extends the Company’s tenancy at its 560,000 sq. ft. office, manufacturing and warehouse facility in Torrance, California. The Lease extends the tenancy for 65 months, covering the period from May 1, 2025 through September 30, 2030. Under the Lease, the monthly base rent will be abated for the initial 5-month period from May 1, 2025 to September 30, 2025, then is set at $726,700 for October 1, 2025 through April 30, 2026, with subsequent increases of 3.5% every 12 months thereafter. The Lease also provides for a tenant improvement allowance of up to $1.7 million to be used by December 31, 2026. The Landlord has the right to terminate the Lease upon customary events of default. In connection with this lease agreement, in the second quarter ended July 31, 2024, the Company recorded approximately $33.0 million (the present value of the future lease commitments) as an operating lease liability, and a corresponding ROU asset.

Note 7. Debt

Outstanding balances for the Company’s long-term debt were as follows:

10/31/2024

1/31/2024

10/31/2023

4/30/2025

1/31/2025

4/30/2024

(In thousands)

Revolving credit line

—

32,~~747~~693

Other

4,~~199~~073

4,~~384~~136

4,~~444~~323

Total debt

4,~~199~~073

4,~~384~~136

87,~~191~~016

Less current portion

~~256~~261

~~248~~258

~~245~~250

Non-current portion

3,~~943~~812

43,~~136~~878

76,~~946~~766

The Company and Virco Inc., its wholly-owned subsidiary (collectively, the “Borrowers”) have a Revolving Credit and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association, as administrative agent and lender (“PNC”). The Credit Agreement was amended numerous times since its origination in December 2011, most recently on ~~November~~April 229, ~~2024~~2025.

The Credit Agreement as currently in effect permits the Company to issue cash dividends or make payments with respect to the Company’s capital stock in an aggregate amount up to $58.0 million during any fiscal year, provided that no default shall have occurred or is continuing or would result from any such payment, and the Company must demonstrate pro forma compliance with a 12-month trailing fixed charge coverage ratio of not less than 1.20:1.00 as of the fiscal quarter immediately preceding the date of any such dividend or payment. The Credit Agreement also requires the Company to maintain a minimum fixed charge coverage ratio, and contains numerous other covenants that limit under certain circumstances the ability of the Borrowers and their subsidiaries to, among other things, merge with or acquire other entities, incur new liens, incur additional indebtedness,

1512

coverage ratio, and contains numerous other covenants that limit under certain circumstances the ability of the Borrowers and their subsidiaries to, among other things, merge with or acquire other entities, incur new liens, incur additional indebtedness, sell assets outside of the ordinary course of business, enter into transactions with affiliates, or substantially change the general nature of the business of the Borrowers.

In addition to the financial covenants, the Credit Agreement provides for customary events of default, subject to certain cure periods and other limitations. Substantially all of the Borrowers' accounts receivable are automatically and promptly swept to repay amounts outstanding under the Credit Agreement upon receipt by the Borrowers. Due to this automatic liquidating nature of the Credit Agreement, if the Borrowers breach any covenant, violate any representation or warranty or suffer a deterioration in their ability to borrow pursuant to the borrowing base calculation, the Borrowers may not have access to cash liquidity unless provided by PNC at its discretion.

The other material terms of the Credit Agreement as currently in effect include the following: (i) a revolving line of credit with a Maximum Revolving Advance Amount of $60.0 million (increasing to $70.0 million during the months of June

through August ~~2024~~) that is subject to a borrowing base limitation and generally provides for advances of up to 85% of eligible accounts receivable, plus a percentage equal to the lesser of 60% of the value of eligible inventory or 85% of the liquidation value of eligible inventory, plus $15.0 million from January through July of each year, minus undrawn amounts of letters of credit and reserves; (ii) inventory sublimit of $35.0 million and assemble-to-ship (ATS) inventory sublimit of $15.0 million during the months of May through August ~~2024~~; and (iii) an equipment loan of $2.0 million. The Credit Agreement is secured by substantially all of the Borrowers’ personal property and certain of the Borrowers’ real property. The Credit Agreement is subject to certain prepayment penalties upon early termination of the Credit Agreement. Prior to the maturity date, principal amounts outstanding under the Credit Agreement may be repaid and reborrowed at the option of the Borrowers without premium or penalty, subject to borrowing base limitations, seasonal adjustments and certain other conditions, including reduced borrowings under the revolving line to less than or equal $10.0 million for a period of 30 consecutive days during the fourth quarter of each fiscal year. The Credit Agreement also contains certain financial covenants, including covenants requiring a minimum fixed charge coverage ratio and limits on capital expenditures. The Company was in compliance with its debt covenants as of ~~October~~April 3130, ~~2024~~2025.

The Company's revolving line of credit with PNC is structured to provide seasonal credit availability during the Company's peak summer season. Approximately $1842.79 million was available for borrowing as of ~~October~~April 3130, ~~2024~~2025. The interest rate is determined as a sum of the applicable margin rate, which is 3.00% from January through July and 2.50% from August through December, plus the Secured Overnight Financing Rate (SOFR). The Company did not have an outstanding amount under the Credit Agreement as of ~~October~~April 3130, ~~2024~~2025. The Company also incurred a fee on the unused portion of the revolving line of credit at a rate of ~~0.375%~~ ~~through September 30, 2024 and~~ 0.250% ~~thereafter~~.

On November 22, 2024, the Company entered into Amendment No. 5 to Amended and Restated Revolving Credit and Security Agreement (“Amendment No. 5”) with PNC, with an effective date of October 1, 2024. Amendment No. 5 amended the Credit Agreement and the secured revolving line of credit provided to the Company by PNC to reflect the following material changes:

i.Reduced the facility fee on the unused portion of the revolving line of credit to 0.250% from 0.375% per annum, commencing October 1, 2024;

ii.Increased limits on permitted acquisitions (as defined in the Credit Agreement) from $5 million to $8 million during the term of the Credit Agreement;

iii.Increased limits on cash dividends and common stock repurchase payments from $5 million to $8 million in the aggregate during any fiscal year.

~~The~~On April 9, 2025, the Company ~~also~~entered ~~carries~~into aAmendment ~~mortgage~~No. on6 ~~its~~to ~~manufacturing~~the ~~building~~Credit inAgreement ~~Conway~~with PNC Bank, ~~Arkansas.~~which ~~The~~established ~~original~~a ~~note~~new ~~was~~category ~~dated~~of ~~August~~permitted ~~2017~~share ~~with~~repurchases ain ~~principal~~an ~~balance~~amount ofup to $57.8 5 million, atwhich ais ~~fixed~~in ~~rate~~addition ofto 4the dollar limits on permitted share repurchases under the Credit Agreement discussed above.0% The ~~per~~share repurchases under the new category must occur during the fiscal year ending January 31, 2026, may not occur while any Default or Event of Default exists or would result from such repurchases, and ~~20-year~~must ~~term~~be made solely from cash on hand and not from the proceeds of advances under the Credit Facility. The ~~outstanding~~permitted ~~amount~~share repurchases under this ~~note~~new ~~was~~category ~~$4.2~~are ~~million~~also not counted as of“Restricted ~~October 31,~~Payments” ~~2024~~when calculating the Company’s compliance with the Fixed Charge Coverage Ratio covenants in the Credit Agreement.

OnThe ~~April~~Company ~~29,~~also ~~2024,~~carries ~~the~~a ~~Company~~mortgage ~~entered~~on ~~into~~its ~~Amendment~~manufacturing Nobuilding in Conway, Arkansas. 4The tooriginal ~~the~~note ~~Credit~~was ~~Agreement~~dated ~~("Amendment~~August No2017 with a principal balance of $5.8 million, ~~4")~~at ~~with~~a ~~PNC~~fixed rate of 4.0% ~~Amendment~~per Noyear and 20-year term.4 The ~~amended~~outstanding ~~the~~amount ~~Credit~~under ~~Agreement~~this tonote ~~reflect~~was ~~the~~$4.1 ~~following~~million ~~material~~as ~~changes:~~of April 30, 2025.

~~i.Maximum~~Management ~~size~~believes ofthat the ~~PNC~~carrying ~~line~~value of ~~credit~~debt ~~was~~approximated ~~lowered~~fair ~~from~~value ~~$72.5~~at April ~~million~~30, to2025, ~~$70.0 million~~as ~~during~~all of the ~~months~~long-term ofdebt ~~June~~bears ~~through~~interest ~~August~~at variable rates based on prevailing market conditions, ~~and~~except mortgage on a manufacturing building in Conway Arkansas at a fixed rate of 4.0% per year.

~~ii.Maximum amount allowed for the Company to issue dividends or repurchase stock has been increased from $3.0 million to $5.0 million in the aggregate during any fiscal year.~~13

Management believes that the carrying value of debt approximated fair value at October 31, 2024, as all of the long-term debt bears interest at variable rates based on prevailing market conditions, except mortgage on a manufacturing building in Conway Arkansas at a fixed rate of 4.0% per year.

Note 8. Income Taxes

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income or reversal of deferred tax liabilities during the periods in which those temporary differences become deductible. As a part of this evaluation, the Company assesses all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, the availability of tax carrybacks, tax-planning strategies, and results of recent operations, to determine whether sufficient future taxable income will be generated to realize existing deferred tax assets. Valuation allowances of $~~218~~216,000, $~~251~~236,000 and $~~255~~217,000 as of ~~October~~April 3130, ~~2024~~2025, January 31, ~~2024~~2025 and ~~October~~April 3130, ~~2023~~2024, respectively, are needed for ~~federal deferred tax assets and~~ certain state net operating loss carryforwards to reduce the carrying amount of deferred tax assets to an amount that is more likely than not to be realized. The net change in the valuation allowance for the three months ~~and nine months~~ ended ~~October 31~~April 30, ~~2024~~2025 ~~was $0~~ and ~~a decrease of $33~~April 30,~~000,~~ ~~respectively. The~~2024 ~~net~~were ~~change in the valuation allowance for the three months and nine months ended October 31, 2023 was~~ a decrease of $~~135~~20,000 and ~~a decrease of~~ $~~609~~34,000, respectively.

For the three months ended ~~October~~April 3130, ~~2024~~2025 and ~~2023, the effective income tax rates were 25.5% and 24.5%, respectively. For the nine months ended October 31,~~ 2024 ~~and 2023~~, the effective income tax rates were 2426.4% and 2425.05%, respectively. Our effective tax rate varies from the 21% federal statutory rate primarily due to state taxes.

The January 31, ~~2019~~2022 and subsequent fiscal years remain open for examination by the IRS and some state ~~tax~~jurisdictions. ~~authorities~~The January 31, 2021 and subsequent fiscal years remain open for the remaining state jurisdictions. The Company is not currently under ~~any~~federal or state examination.

Note 9. Net Income per Share

The following table sets forth the computation of basic and diluted net income per share:

Three Months Ended

~~Nine Months Ended~~

10/31/2024

10/31/2023

10/31/2024

10/31/2023

4/30/2025

4/30/2024

(In thousands, except per share data)

Net income

~~8,401~~732

102,~~160~~140

~~27,374~~

~~24,252~~

Weighted average shares of common stock outstanding - basic

1615,~~289~~757

16,~~347~~264

~~16,379~~

~~16,277~~

Dilutive effect of common stock equivalents from equity incentive plans

716

81129

Weighted average shares of common stock outstanding - diluted

1615,~~296~~773

16,~~428~~393

~~16,382~~

~~16,334~~

Net income per share - basic

0.5205

0.6213

~~1.67~~

~~1.49~~

Net income per share - diluted

0.5205

0.6213

~~1.67~~

~~1.48~~

Note 10. Stock-Based Compensation

Stock Incentive Plan

Under the Company's 2019 Omnibus Equity Incentive Plan (the “2019 Plan”), the Company may grant an aggregate of up to 1,000,000 shares to its employees and non-employee directors in the form of restricted stock units, restricted stock awards and stock options. Restricted stock units and awards granted under the 2019 Plan are expensed ratably over the vesting period of the units and awards. The Company determines the fair value of its restricted stock units or awards and related compensation expense as the difference between the market value of the units or awards on the date of grant less the exercise price of the units or awards granted. During the ~~nine~~three-month period ended ~~October~~April 3130, ~~2024~~2025, the Company granted ~~16,066~~0 awards, vested 0 shares according to their terms and forfeited 0 shares under the 2019 Plan. As of April 30, 2025, there were approximately 521,859 shares available for future issuance under the 2019 Plan.

17The following table summarizes the stock-based compensation expense related to restricted stock units and awards recognized in the Company's statements of income for the three months ended April 30, 2025 and 2024:

~~164,110 shares according to their terms and forfeited 0 shares under the 2019 Plan. As of October 31, 2024, there were approximately 521,859 shares available for future issuance under the 2019 Plan.~~ 14

The following table summarizes the stock-based compensation expense related to restricted stock units and awards recognized in the Company's statements of operations for the three and nine months ended October 31, 2024 and 2023:


	Three Months Ended
	4/30/2025		4/30/2024
	(In thousands)
Cost of goods sold	$	—	$	28
Selling, general and administrative expenses	63		144
Total stock-based compensation expense	$	63	$	172

	Three Months Ended				Nine Months Ended
	10/31/2024		10/31/2023		10/31/2024		10/31/2023
	(In thousands)
Cost of goods sold	$	—	$	28	$	38	$	84
Selling, general and administrative expenses	63		143		295		339
Total stock-based compensation expense	$	63	$	171	$	333	$	423

As of April 30, 2025, there was $21,000 of unrecognized compensation expense related to unvested restricted stock awards, which is expected to be recognized in one month.

As of October 31, 2024, there was $146,000 of unrecognized compensation expense related to unvested restricted stock units and/or awards, which is expected to be recognized over a weighted average period of approximately one year.

Note 11. Retirement Plans

The Company and its subsidiaries cover certain employees under a noncontributory defined benefit retirement plan, entitled the Virco Employees’ Retirement Plan (the “Pension Plan”). As more fully described in the Annual Report on Form 10-K, benefit accruals under the Employees Retirement Plan were frozen effective December 31, 2003. There is no service cost incurred under the Pension Plan.

The Company also provides a supplementary retirement plan for certain key employees, the VIP Retirement Plan (the “VIP Plan”). As more fully described in the Annual Report on Form 10-K for the year ended January 31, ~~2024~~2025, benefit accruals under the VIP Plan were frozen since December 31, 2003. There is no service cost incurred under the VIP Plan.

The following table summarizes the net periodic pension cost for the Pension Plan and the VIP Plan for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 and ~~2023~~2024:

	Three Months Ended				~~Nine Months Ended~~
	10/31/2024		10/31/2023		10/31/2024		10/31/2023
	4/30/2025		4/30/2024
	(In thousands)
Service cost	$	—	$	—	$	—	$	—
Interest cost	~~311~~325		~~106~~311		~~933~~		~~826~~
Expected return on plan assets	(~~167~~208)		(~~203~~169)		~~(500)~~		~~(601)~~
Plan settlement	—		~~372~~—		—		~~372~~
Amortization of prior service cost	—		—		—		—
Recognized net actuarial (gain) loss	(38)		26		(113)		26
Recognized net actuarial gain	(90)		(35)
Benefit cost	$	~~106~~27	$	~~301~~107	$	~~320~~	$	~~623~~

401(k) Retirement Plan

The Company’s retirement plan, which covers all U.S. employees, allows participants to defer from 1% to 75% of their eligible compensation through a 401(k) retirement program. The plan includes Virco stock as one of the investment options. At ~~October~~April 3130, ~~2024~~2025 and ~~2023~~2024, the plan held 1,~~105~~063,~~376~~340 shares and 1,~~404~~240,~~774~~365 shares of Virco stock, respectively. For the three months ended ~~October~~April 3130, ~~2024~~2025 and ~~2023~~2024, the compensation costs incurred for employer match, which is paid in the form of Company stock, was $~~387~~545,000 and $~~356~~441,000 respectively. ~~For the nine months ended October 31, 2024 and 2023, the compensation costs incurred for employer match, which is paid in the form of Company stock, was $1,165,000 and $1,078,000 respectively.~~

Note 12. Warranty Accrual

Effective February 1, 2014, the Company modified its warranty to a limited lifetime warranty. The warranty was effective February 1, 2014, and is not anticipated to have a significant effect on warranty expense. Effective January 1, 2017, the Company modified the standard warranty offered on products sold after January 1, 2017 to provide specific warranty periods by product component, with no warranty period longer than ten years. The Company’s warranty is not a guarantee of service life, which depends upon events outside the Company’s control and may be different from the warranty period. The Company accrues an estimate of its exposure to warranty claims based upon both product sales data and an analysis of actual warranty claims incurred.

The following is a summary of the Company’s warranty-claim activity for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 and ~~2023~~2024:

	Three Months Ended				Nine Months Ended
	10/31/2024		10/31/2023		10/31/2024		10/31/2023
	(In thousands)
Beginning balance	$	500	$	600	$	500	$	600
Provision	60		54		111		145
Costs incurred	(60)		(54)		(111)		(145)
Ending balance	$	500	$	600	$	500	$	600


	Three Months Ended
	4/30/2025		4/30/2024
	(In thousands)
Beginning balance	$	500	$	500
Provision	43		30
Costs incurred	(43)		(30)
Ending balance	$	500	$	500

Note 13. Contingencies

The Company has a self-insured retention for product losses up to $250,000 per occurrence, workers’ compensation liability losses up to $250,000 per occurrence, general liability losses up to $50,000 per occurrence and automobile liability losses up to $50,000 per occurrence. The Company has purchased insurance to cover losses in excess of the self-insurance retention or deductible up to a limit of $30.0 million. The Company has obtained an actuarial estimate of its total expected future losses for liability claims and recorded a liability equal to the net present value.

The Company and its subsidiaries are defendants in various legal proceedings resulting from operations in the normal course of business. It is the opinion of management, in consultation with legal counsel, that the ultimate outcome of all such matters will not materially affect the Company’s financial position, results of operations or cash flows.

Note 14. Delivery Costs

For the three months ended ~~October~~April 3130, ~~2024~~2025 and ~~2023~~2024, shipping and classroom delivery costs of approximately $83.84 million and $84.62 million, respectively, were included in selling, general and administrative expenses in the accompanying condensed consolidated statements of ~~operations~~income.

~~For~~Note ~~the nine months ended October 31, 2024 and 2023, shipping and classroom delivery costs of approximately $23~~15.~~1 million and $22.0 million~~ Property, ~~respectively~~Plant, ~~were included in selling, general~~ and ~~administrative expenses in the accompanying condensed consolidated statements of operations.~~ Equipment

~~Note~~Property, ~~15. Subsequent~~plant, ~~Events~~and equipment consisted of the following (in thousands):

On November 22, 2024, the Company executed Amendment No. 5 to the Restated Credit Agreement, with an effective date of October 31, 2024. See Note 7.



	4/30/2025		1/31/2025		4/30/2024
	(In thousands)
Land	$	3,731	$	3,731	$	3,731
Land improvements	706		706		694
Buildings and building improvements	52,050		52,030		51,575
Machinery and equipment	121,400		119,972		115,215
Leasehold improvements	657		657		523
Property, plant and equipment, gross	178,544		177,096		171,738
Less accumulated depreciation and amortization	(142,062)		(140,668)		(137,664)
Property, plant and equipment, net	$	36,482	$	36,428	$	34,074

OnDepreciation ~~December~~and 5amortization expenses related to property, ~~2024~~plant, ~~the~~and ~~Company’s~~equipment ~~Board~~recorded within cost of ~~Directors~~goods ~~declared~~sold awas ~~cash~~$1.2 ~~dividend~~million and $1.0 million for the ~~Company’s~~three ~~fourth~~months ~~fiscal~~ended ~~quarter~~April 30, of2025 and 2024, respectively. Depreciation and amortization expenses related to property, plant, and equipment recorded within selling, general, and administrative expenses was $0.3 million and $0.3 million for the three months ended April 30, 2025 and 2024, respectively.

~~$0.025~~Note ~~on each outstanding share of common stock~~16. Segment The dividend is payable on January 10, 2025 to stockholders of record of the common stock as of the close of business on December 20, 2024. While the Company currently intends to pay future dividends on a quarterly basis, following review and approval by the Board of Directors, the declaration and payment of future dividends, as well as the amounts thereof, are subject to the discretion of the Board as well as restrictive covenants in the Company’s lending agreements. There can be no assurance that the Company will declare and pay dividends in future periods. Information

19The Company operates in one segment and has one reportable segment. The Company determines operating segments based on how its Chief Operating Decision Maker (“CODM”) manages the business, makes operating decisions around the allocation of resources, and evaluates operating performance. The Company’s CODM is a group of individuals comprised of our senior executives, who regularly review the Company’s operating results on a consolidated basis.

The Company’s CODM regularly reviews financial information presented on a consolidated basis. The CODM uses consolidated revenue, gross profit, net income to allocate operating and capital resources and assess performance by comparing actual results to historical results and previously forecasted financial information. The Company’s measure of segment assets is reported on the consolidated balance sheets as total assets.

Note 17. Subsequent Events

On June 3, 2025, the Company’s Board of Directors declared a cash dividend for the Company’s second fiscal quarter of

$0.025 on each outstanding share of common stock. The dividend is payable on July 11, 2025 to stockholders of record of the common stock as of the close of business on June 20, 2025. While the Company currently intends to pay future dividends on a quarterly basis, following review and approval by the Board of Directors, the declaration and payment of future dividends, as well as the amounts thereof, are subject to the discretion of the Board as well as restrictive covenants in the Company’s lending agreements. There can be no assurance that the Company will declare and pay dividends in future periods.

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

Results of Operations

Overview

The Company’s core market for ~~educational~~education furniture, fixtures, and equipment (FF&E) is marked by extreme seasonality. Typically, the Company ~~has~~recognizes ~~a highly seasonal annual cycle where~~ approximately 50% of ~~sales~~its ~~occur~~total annual revenue in the months of June, July, and August. Incoming ~~Orders~~orders ~~received from customers~~ follow a similar ~~seasonal~~ cycle, with the bulk of orders arriving approximately 4-6 weeks preceding the summer delivery season.

~~The~~During ~~Company~~the ~~has~~three-month ~~benefited~~period ~~from~~ended aApril ~~large~~30, ~~series~~2025, ofthe ~~disaster~~Company ~~recovery~~experienced ~~orders~~approximately ~~that~~a ~~were~~27.8% ~~received~~decrease atin ~~the~~net ~~end~~revenue ofcompared to the ~~prior~~same ~~fiscal~~period last year. In ~~and~~ the ~~first~~same ~~quarter~~period oflast ~~the current~~ year~~. Collectively~~, ~~these~~the ~~orders~~Company ~~resulted~~benefited infrom ~~approximately~~a $9large ~~million~~series of ~~additional~~one-time, ~~revenue~~disaster ~~that~~recovery ~~was~~orders ~~recognized~~that resulted in ~~the~~approximately ~~first~~$9 ~~quarter~~million of ~~the~~additional ~~current~~counter-seasonal ~~year compared to the same quarter in the prior year~~shipments. ~~The~~These ~~new~~deliveries ~~orders~~ positively affected the Company’s traditional ~~seasonal~~ cycle ~~this~~in ~~fiscal~~the prior year, with positive impacts on production, overhead absorption, accounts receivable, collections, and reductions in inventory, as well as lower borrowings to support that inventory. An additional $4 million and $6 million of disaster recovery orders were delivered in the second and third quarters of the current year, respectively, resulting in similar positive impacts. The Company believes that it will receive additional orders for this project in the fourth quarter, and that the project will be substantially complete by the end of the current fiscal year. The Company further believes that the timing and related positive impacts of this project are unusual and that more typical seasonal and financial patterns are likely to return after this project concludes.

~~With~~Reflecting the ~~exception~~absence of ~~the~~these ~~disaster~~unusual ~~recovery~~orders, ~~project~~as ~~for~~of ~~the~~April ~~nine-month period ended October 31~~30, ~~2024,~~2025 ~~management believes that~~ the ~~traditional~~Company’s ~~seasonal~~backlog ~~cycle~~was ~~for~~$70.4 ~~school~~million ~~furniture~~compared ~~and~~to ~~equipment~~$88.5 ~~has~~million ~~largely~~on ~~returned~~April to30, ~~its pre-pandemic summer peak~~2024. Management ~~further~~has ~~believes~~moderated ~~that~~production ~~the~~levels ~~Company’s~~and ~~ability~~will continue to ~~service~~monitor ~~that~~incoming ~~seasonal~~order ~~cycle~~rates ~~has~~in ~~returned~~pursuit toof ~~normal. During~~an ~~the~~appropriate ~~three-month~~balance ~~period~~between ~~ended~~on-time ~~October~~summer ~~31,~~deliveries ~~2024,~~and ~~the~~inventory investment. The Company ~~experienced~~believes ~~approximately~~that ~~13%~~the ~~decrease~~majority inof ~~orders compared to~~ the ~~same~~current ~~period~~backlog ~~last~~will ~~year. For~~be ~~the~~delivered ~~nine-month~~and ~~period~~recognized ~~ended~~as ~~October~~revenue ~~31,~~during ~~2024~~June, ~~the~~July ~~Company~~and ~~experienced~~August ~~approximately~~of ~~2% increase in orders compared to~~ the ~~same~~current ~~period~~fiscal ~~last~~ year.

~~Due~~As todiscussed ~~improved~~in ~~delivery~~the ~~performance~~Risk inFactors section of the Company’s Form 10-K for the fiscal year ended January 31, ~~2024~~2025, ~~compared~~the toCompany’s ~~the~~recent ~~same~~revenue ~~period~~growth ~~last~~in ~~year,~~fiscal ~~the~~2025 ~~Company~~and ~~began~~2024 was partly a result of the ~~current~~delayed ~~year~~recovery ~~with~~from aCovid-related ~~sales~~school ~~order~~closures ~~backlog~~and subsequent supply-chain disruptions. Management cautions that ~~was~~future ~~approximately~~growth ~~$10~~rates ~~million~~are ~~less~~unlikely ~~than~~to ~~the~~match ~~same~~those ~~period~~of ~~last~~the ~~year~~past several years. ~~The~~As ~~combination~~with ofthe aunpredictable ~~smaller~~outcomes ~~beginning~~of ~~backlog~~school closures and ~~more~~supply ~~timely~~chain ~~deliveries~~disruptions, ~~for~~future events beyond the ~~first~~Company’s ~~nine~~control—such ~~months~~as ~~resulted~~tariffs inand atrade ~~reduced~~realignments—may ~~sales~~have ~~order~~both ~~backlog~~negative atand ~~October~~positive ~~31,~~impacts ~~2024~~on ~~compared~~the Company’s revenue and operating margins. Management intends to position the ~~same~~Company ~~period~~to respond to these uncertainties by continuing to reinvest in ~~the~~operating ~~prior~~systems, ~~year~~employee training, ~~despite~~and ancustomer ~~increase~~development and retention. The recent shift in ~~sales~~political ~~orders~~direction nationally may also cause uncertainty regarding specific funding for ~~the~~school ~~current~~furniture, ~~year~~although Management estimates that more than 85% of public school funding and virtually all bond-funded new-school construction derives from state and local sources, which are less dependent on federal funding. ~~Order~~For ~~backlog~~example, atthe ~~October~~Company’s 31two largest states by revenue are California and Florida, ~~2024~~which ~~declined~~occupy toopposite ~~approximately~~ends ~~$25.0~~of ~~million~~the ~~compared~~political spectrum, but both states continue to ~~$42.6~~invest ~~million~~heavily in ~~the~~public ~~prior year~~education.

~~The~~In ~~combination~~recent ~~of materially improved profitability in the last six~~ months ofthere ~~the~~have ~~prior~~been ~~year~~significant changes and ~~first~~proposed ~~nine months of fiscal 2025 along with muted seasonality due to the project discussed above contributed to material~~ changes ~~in the Company’s balance sheet at October 31, 2024 compared~~ to ~~the same period last year~~U. AsS. atrade ~~result~~policies, ofincluding ~~after-tax~~significant ~~profits~~tariffs ~~earned~~on ~~during~~imports ~~this~~from ~~period~~China, ~~the~~Canada, ~~Company~~and ~~has~~other ~~approximately $22~~countries.1 These ~~million of additional stockholders’ equity on October 31~~actions, ~~2024~~and ~~compared~~potential toretaliatory ~~the same date last year~~responses, ~~including~~could ~~reductions~~result in ~~equity~~revenue ~~for~~reduction, ~~cash~~cost ~~dividends~~increases, ~~paid~~and indisruptions ~~each~~to ofsupply ~~the~~chains ~~first three quarters~~ and ~~stock~~Company ~~repurchases during the first quarter~~logistics. ~~Because~~The ~~the~~ Company ~~shipped~~is aresponding ~~larger~~to ~~than~~these ~~typical~~uncertainties ~~portion of deliveries~~ in ~~the~~a ~~first~~similar ~~quarter,~~way ~~the~~as ~~Company~~it ~~shipped~~did ~~inventory~~with ~~earlier~~Covid-related inschool ~~the~~closures ~~year~~ and ~~did~~supply ~~not~~chain ~~have as much seasonal inventory at October 31, 2024 compared to the same period last year~~disruptions. ~~Finally,~~The ~~because~~Company ~~the~~is ~~year-to-date~~reinforcing ~~increase~~its indomestic ~~revenue~~capabilities ~~was~~and ~~primarily~~relationships in the ~~first~~belief ~~quarter,~~that ~~and~~strong ~~receivables~~domestic ~~were~~suppliers ~~collected~~to ~~more~~robustly ~~efficiently~~funded, inessential ~~the~~domestic ~~second~~institutions ~~and~~like ~~third quarters~~schools, ~~accounts~~will ~~receivable~~ultimately ~~decreased~~benefit byas ~~approximately~~these ~~$4.9~~macro-level ~~million~~forces ~~compared~~move totoward ~~the~~a ~~same~~new ~~date last year~~equilibrium. ~~The~~This ~~combination~~was ~~of these events resulted in~~ the ~~Company~~pattern ~~having $38.9 million~~ of ~~cash~~the ~~and~~post-Covid norecovery, ~~borrowings~~which ~~under~~lagged ~~its~~the ~~line~~triggering ofevents ~~credit~~by onabout ~~October~~two ~~31,~~years. Management ~~2024~~is ~~compared~~not topredicting ~~cash~~this ofresult ~~$4.9~~but ~~million~~noting ~~and~~that ~~borrowing~~global ofuncertainties ~~approximately~~can ~~$3.7~~offer ~~million~~opportunities ~~under~~as ~~its~~well ~~line~~as ofchallenges ~~credit~~for atdomestically-focused ~~October~~suppliers ~~31,~~like ~~2023~~Virco.

The ~~final~~short- ~~material~~and ~~change~~mid-term inimpacts ~~the~~of ~~balance~~trade ~~sheet~~uncertainties ~~relates~~could toadversely aaffect ~~5-year lease renewal for~~ the Company’s ~~facility~~operating inresults ~~Torrance,~~and CAfinancial ~~that~~condition. For ~~was~~more ~~executed~~information on ~~July~~risks ~~23,~~to ~~2024. This facility houses~~ the Company’s ~~principal~~business ~~executive~~caused ~~offices,~~by ~~and~~the ~~manufacturing~~recent ~~and~~changes ~~distribution~~in ~~for~~macro-economic ~~the~~conditions, ~~western~~please ~~United~~see ~~States. This~~Part ~~lease~~1, ~~renewal~~Item ~~resulted~~1A. in“Risk anFactors—Industry ~~increase~~and inEconomic ~~ROU~~Risks” ~~Assets~~included ofin ~~approximately~~the ~~$33.0~~Company’s ~~million~~Annual ~~and~~Report aon ~~related~~Form ~~increase in long~~10-K ~~and~~for ~~short-term~~the ~~lease~~fiscal ~~liabilities~~year ofended aJanuary ~~comparable~~31, ~~amount~~2025.

~~The~~Three ~~Company~~Months ~~does~~Ended ~~not~~April ~~typically deliver furniture to new schools until the customer has an occupancy certificate. Supply chain disruptions in the construction industry~~30, which may delay the completion of new schools, did not significantly impact sales volume during the quarter ended October 31, 2024, despite portions of the United States experiencing hurricanes and other severe weather conditions. As a consequence of these tragic weather conditions, the Company may benefit from future orders as the schools are rebuilt.2025

20For the three months ended April 30, 2025, the Company earned a net income of $0.7 million on sales of $33.8 million, compared to net income of $2.1 million on sales of $46.7 million in the same period of the prior year. Sales for the first quarter decreased by approximately $13.0 million or 27.8%, compared to the prior year. First quarter revenue in the prior year was boosted by the previously-noted disaster recovery order, which contributed approximately $9 million in counter-seasonal shipments to the seasonally light quarter in the prior year.

Recent elections and the shift in political power nationally may cause some uncertainty regarding future funding for school furniture, although Management estimates that more than 80% of school funding and virtually all new bond funded construction and refurbishment derive from state and local budgets, which are less dependent on federal funding sources. The two largest states for the Company’s revenue are California and Florida. In addition, because the Company has maintained and invested in its domestic factories and experienced workforce, Management believes that the Company may be less vulnerable to current and potential future tariffs and supply chain disruptions than many other suppliers of education furniture, although the Company is sensitive to the price of steel and imports a number of raw materials and components from international suppliers, primarily China.18

~~Three~~Cost ~~Months~~of ~~Ended~~sales ~~October~~was 3152.5% for the quarter ended April 30, 2025, compared to 56.5% for the period ended April 30, 2024. Gross margin for first quarter was 47.5% compared to 43.5% in the prior year. The increase in gross margin was attributable to an increase in the proportion of orders delivered with full service. These orders carry higher margins than orders with simple delivery.

~~For~~Selling, general and administrative expenses for the three months ended ~~October~~April 3130, ~~2024,~~2025 ~~the~~decreased ~~Company~~slightly ~~earned~~by ~~net~~approximately ~~income of~~ $81.43 million oncompared ~~sales~~to ofthe ~~$82.6~~same ~~million~~period ~~compared~~last toyear. The ~~net~~decrease ~~income~~in ofSG&A ~~$10.2~~was ~~million~~primarily ondue ~~sales~~to oflower ~~$84.3~~variable ~~million~~selling inexpenses ~~the~~related ~~prior~~to ~~year~~overall lower revenue.

~~Sales~~The ~~for~~Company ~~the~~holds ~~third~~equity ~~quarter~~securities ~~decreased~~in bya ~~approximately~~Rabbi $1Trust to fund benefits under its VIP Pension Plan.6 The ~~million~~Company orbenefited from $1.9%2 ~~compared~~and to$0.2 ~~the~~million ~~same~~of ~~period~~unrealized ~~prior~~gains ~~year. The~~during ~~decrease~~the ~~was~~three ~~affected~~months byended ~~the~~April ~~timing~~30, of2025 ~~shipments~~and 2024, asrespectively. These ~~the~~non-operating ~~Company~~gains ~~delivered~~provided a ~~larger~~partial ~~than~~offset ~~expected~~to ~~portion~~the operating impacts of ~~sales~~the ~~orders~~overall lower revenue in the first quarter ~~ended April 30, 2024~~.

~~Gross~~Net ~~margin~~interest expense was $60,000 for the ~~third~~three ~~quarter~~months ended ~~October~~April 3130, ~~2024~~2025, ~~was 44.4%~~ compared to ~~45.4%~~net ininterest expense of $208,000 for the ~~prior~~same period last year. The decrease ~~in margin~~ was attributable to ~~slightly~~less ~~increased~~demand ~~levels~~for ofseasonal ~~overhead~~working ~~expense~~capital ~~relative~~and torelated ~~sales~~lower borrowings under the Company’s credit facility with PNC National Bank.

~~Selling,~~For ~~general and administrative expenses for~~ the three months ended ~~October~~April 3130, 2025 and 2024, ~~increased~~the byeffective ~~approximately~~income ~~$2.1~~tax ~~million~~rates ~~and~~were ~~increased~~26.4% toand 3025.95%, ofrespectively. The ~~sales~~change ~~compared~~in effective tax rates was due to ~~27.9%~~a change in the ~~same~~forecasted ~~period~~mix ~~last~~of ~~year. The~~income ~~increase~~before ~~was~~actual ~~attributable~~federal toand ~~increased~~state ~~freight~~income taxes and ~~selling~~estimated ~~expenses~~permanent differences.

Net interest income was $24,000 for the three months ended October 31, 2024 compared to net interest expense of $765,000 for the same period last year. The decrease was primarily attributable to a decrease in the amount borrowed in 2024 to finance seasonal working capital.

For the three months ended October 31, 2024 and 2023, the effective income tax rates were 25.5% and 24.5%, respectively.

Nine Months Ended October 31, 2024

For the nine-month period ended October 31, 2024 the Company earned net income of $27.4 million on sales of $237.8 million compared to net income of $24.3 million on sales of $226.5 million in the prior year. Sales increased by approximately $11.3 million or 5.0% compared to the same period in the prior year. The increase was attributable to an increase in volume and product mix.

Gross Margin for the first nine months ended October 31, 2024 was 45.1% compared to 44.1% in the prior year. The margin was affected by increased production levels combined with relatively stable costs for raw materials.

Selling, general and administrative expenses for the nine months ended October 31, 2024 increased by approximately $5.9 million and increased to 30.0% of sales compared to 28.9% in the same period last year . The increase in selling, general and administrative expenses was attributable to increased variable selling and service expenses.

Net interest expense was $506,000 and $2,560,000 for the nine months ended October 31, 2024 and 2023, respectively. The decrease was primarily attributable to a decrease in the amount borrowed in 2024 to finance seasonal working capital.

For the nine months ended October 31, 2024 and 2023, the effective income tax rates were 24.4% and 24.0%, respectively.

Liquidity and Capital Resources

The market for education furniture is extremely seasonal and approximately 50% of the Company's annual sales volume is shipped in the months of June through August of each year. The Company traditionally manufactures large quantities of inventory during the first and second quarters of each fiscal year in anticipation of seasonally high summer shipments. In addition, the Company finances a large balance of accounts receivable during the peak season.

21Accounts Receivable decreased by $7.5 million at April 30, 2025 compared to the same period last year. The decrease is attributable to decreased shipments (as discussed above under “Overview”) and improved collections.

~~Accounts~~Inventory ~~Receivable~~increased ~~decreased~~ by $42.97 million at ~~October~~April 3130, ~~2024~~2025 compared to ~~the~~April ~~same~~30, ~~period last year~~2024. The ~~decrease~~slight increase is primarily attributable to ~~earlier~~increased ~~than~~material ~~normal~~costs ~~shipments~~during ~~(as~~the ~~discussed above under “Overview”) and improved collections~~quarter.

~~Inventory~~Accrual ~~decreased~~basis bycapital ~~$10.0~~expenditures ~~million~~for atthe ~~October~~three 31months ended April 30, ~~2024~~2025 ~~compared~~were to$1.6 ~~October~~million ~~31,~~compared ~~2023~~to $0. ~~The~~8 ~~decrease~~million isfor ~~primarily~~the ~~attributable~~same toperiod ~~increased~~last ~~shipments~~year. Capital ~~during~~expenditures ~~the~~are ~~early~~being ~~part~~financed ofthrough the ~~year~~Company's ~~and~~operating ~~inventory~~cash ~~management~~flow inand ~~response~~restricted to ~~the~~not ~~order~~exceed ~~backlog~~$8.0 atmillion ~~October~~per ~~31,~~year ~~2024.~~by covenant.

~~Accrual~~On ~~basis~~April ~~capital~~9, ~~expenditures~~2025, ~~for~~the Company entered into Amendment No. 6 to the ~~nine~~Credit ~~months~~Agreement ~~ended~~with ~~October~~PNC 31Bank, ~~2024~~which ~~were~~established ~~$5.4~~a ~~million~~new ~~compared~~category of permitted share repurchases in an amount up to $47.15 million, ~~for~~which is in addition to the ~~same~~dollar ~~period~~limits ~~last~~on ~~year~~permitted share repurchases under the Credit Agreement discussed above. ~~Capital~~ ~~expenditures~~The ~~are~~share ~~being~~repurchases ~~financed~~under ~~through~~the new category must occur during the ~~Company's~~fiscal ~~credit~~year ~~facility~~ending ~~with~~January ~~PNC~~31, ~~Bank~~2026, may not occur while any Default or Event of Default exists or would result from such repurchases, and ~~operating~~must be made solely from cash ~~flow~~on hand and ~~restricted~~not tofrom ~~not~~the ~~exceed~~proceeds $8of advances under the Credit Facility.0 ~~million~~The ~~per~~permitted ~~year~~share byrepurchases ~~covenant~~under this new category are also not counted as “Restricted Payments” when calculating the Company’s compliance with the Fixed Charge Coverage Ratio covenants in the Credit Agreement. See Note 7.

~~Based~~For on the ~~Company’s~~three ~~current~~months ~~projections~~ended April 30, ~~raw~~2025, ~~material~~the ~~costs~~Company ~~and~~spent ~~its~~$4.0 ~~ability~~million to ~~introduce~~repurchase ~~price increases~~348,944 ~~management~~shares ~~believes~~of itits ~~will~~common ~~maintain~~stock. ~~compliance~~As ~~with~~of ~~its~~April ~~financial~~30, ~~covenants~~2025, ~~under~~$7.2 ~~the~~million ~~Credit~~was ~~Agreement,~~authorized ~~although~~by ~~risks~~the Board and ~~uncertainties~~available ~~remain,~~for ~~such~~repurchase asof ~~changes~~shares inby ~~economic~~the ~~conditions~~Company, ~~changing~~subject ~~raw~~to ~~material~~the ~~costs~~restrictions ~~and~~on ~~supply~~repurchases ~~chain~~under ~~challenges~~its Credit Agreement with PNC Bank. The Company ~~was~~may inelect ~~compliance~~to ~~with~~opportunistically ~~its~~purchase ~~debt~~shares ~~covenants~~based ason ofexcess ~~October~~cash ~~31,~~generation ~~2024~~and share price considerations.

OnBased ~~November~~on ~~22,~~the ~~2024~~Company’s current projections, ~~the~~raw ~~Company~~material ~~executed~~costs ~~Amendment~~and ~~No.~~its 5ability to ~~the~~introduce ~~Restated~~price increases, management believes it will maintain compliance with its financial covenants under the Credit Agreement, ~~with~~although anrisks ~~effective~~and ~~date~~uncertainties ofremain, ~~October~~such 31as changes in economic conditions, ~~2024~~changing raw material costs and supply chain challenges. The ~~See~~Company ~~Note~~was 7in compliance with its debt covenants as of April 30, 2025.

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

Off Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

The Company's critical accounting policies and estimates are outlined in its Annual Report on Form 10-K for the fiscal year ended January 31, ~~2024~~2025.

Forward-Looking Statements

From time to time, including in this Quarterly Report on Form 10-Q for the quarterly period ended ~~October~~April 3130, ~~2024~~2025, the Company or its representatives have made and may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, without limitation, reports to stockholders, press releases, oral statements made with the approval of an authorized executive officer of the Company and filings with the Securities and Exchange Commission ("SEC"). The words or phrases “anticipates,” “expects,” “will continue,” “believes,” “estimates,” “projects,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The results contemplated by the Company's forward-looking statements are subject to certain risks and uncertainties that could cause actual results to vary materially from anticipated results, including without limitation, availability of funding for educational institutions, availability and cost of materials, availability and cost of labor, demand for the Company's products, competitive conditions affecting selling prices and margins, capital costs and general economic conditions. Such risks and uncertainties are discussed in more detail in the Company's Form 10-K for the fiscal year ended January 31, ~~2024~~2025, including under the caption "Risk Factors".

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and is therefore not required to provide the information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

22The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its Principal Executive Officer along with its Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) as of April 30, 2025. Based upon the foregoing, the Company's Principal Executive Officer along with the Company's Principal Financial Officer concluded that the Company's disclosure controls and procedures as of such date were effective to ensure that the information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Company management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, Company management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its Principal Executive Officer along with its Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) as of October 31, 2024. Based upon the foregoing, the Company's Principal Executive Officer along with the Company's Principal Financial Officer concluded that the Company's disclosure controls and procedures as of such date were effective to ensure that the information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Company management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, Company management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the fiscal quarter covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

2321

PART II — Other Information

Virco Mfg. Corporation

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

You should carefully consider and evaluate the information in this Quarterly Report and the risk factors set forth under the caption “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2024~~2025 (the “Form 10-K”), which was filed with the SEC on April 1214, ~~2024~~2025. The risk factors associated with our business have not materially changed compared to the risk factors disclosed in the Form 10-K.

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides the repurchases of our common stock during the fiscal quarter ended ~~October 31~~April 30, ~~2024~~2025:

Period	Total Number of Shares Purchased	Average Price Paid per Share (a)		Total Number of Shares Purchased as Part of Publicly Announced Programs	Maximum Number of Shares (or Approximate Dollar Value) that May Yet be Purchased Under the Programs (b)
August 2024	—	—		—	$	3,501,551
February 2025	348,944	$	11.46	348,944	$	7,190,210
September 2024	—	—		—	$	3,501,551
March 2025	—	—		—	$	7,190,210
October 2024	—	—		—	$	3,501,551
April 2025	—	—		—	$	7,190,210
Total	—348,944			—348,944
(a) The average price paid per share includes any broker commissions.
(b) On December 5, 2023, the Board of Directors authorized the repurchase of up to $5.0 million of the Company's common stock, which repurchase program was publicly announced on December 8, 2023. The repurchase program does not obligate the Company to acquire a minimum amount of shares. Under the repurchase program, shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. The repurchase program has no time limit and may be suspended or discontinued at any time. The actual dollar value of shares that may be repurchased in any fiscal year plus cash dividends during such fiscal year is limited to an aggregate of $5,000,000 under our Credit Agreement with PNC Bank, which amount was increased to $8,000,000 commencing November 22, 2024, as further discussed above under “Note 7. Debt” to our Unaudited Consolidated Financial Statements.
(b) The Company may purchase shares of its common stock on a discretionary basis from time to time through open market repurchases, including by entering into Rule 10b5-1 trading plans. The timing and actual number of shares repurchased will depend on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations. The repurchase program has no time limit. The actual dollar value of shares that may be repurchased in any fiscal year plus cash dividends during such fiscal year is also limited under our Credit Agreement with PNC Bank, as further discussed above under “Note 7. Debt” to our Consolidated Financial Statements.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the fiscal quarter ended ~~October~~April 3130, ~~2024~~2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

ExhibitNumber			Document
10.1			Amendment No. 56 to Amended and Restated Revolving Credit and Security Agreement, effective as of ~~November~~April 229, ~~2024~~2025, by and among Virco Mfg. Corporation and Virco, Inc., as borrowers, and PNC Bank, National Association, as lender and administrative agent (incorporated by reference to Exhibit 10.3.6 to the Company’s Annual Report on Form 10-K filed with the Commission on April 14, 2025).
31.1			Certification of Robert A. Virtue, Chief Executive Officer, pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of ~~Robert~~Bassey ~~E. Dose~~Yau, Senior Vice President, Finance, pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101.INS — XBRL Instance Document.

Exhibit 101.SCH — XBRL Taxonomy Extension Schema Document.

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

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

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

2523

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VIRCO MFG. CORPORATION
Date: December 9, 2024	By:	/s/ Robert E. Dose
Date: June 6, 2025	By:	/s/ Bassey Yau
		Robert E. Dose
		Bassey Yau
		Vice President — Finance
		Senior Vice President — Finance
		(Principal Financial Officer)

2624

Filing Compare · VIRCO MFG CORPORATION