FORM 10-Q
|
x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
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)
|
|
Large accelerated filer
|
|
¨
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|
Accelerated filer
|
|
¨
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Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
ý
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EX-10.3
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EX-10.4
|
|
EX-31.1
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EX-31.2
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EX-32.1
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EX-101 INSTANCE DOCUMENT
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|
EX-101 SCHEMA DOCUMENT
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|
EX-101 CALCULATION LINKBASE DOCUMENT
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|
EX-101 LABELS LINKBASE DOCUMENT
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|
EX-101 PRESENTATION LINKBASE DOCUMENT
|
|
|
10/31/2012
|
|
1/31/2012
|
|
10/31/2011
|
||||||
|
(In thousands, except share data)
|
||||||||||
|
Unaudited (Note 1)
|
|
|
|
Unaudited (Note 1)
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash
|
$
|
1,342
|
|
|
$
|
2,897
|
|
|
$
|
1,449
|
|
Trade accounts receivable, net
|
14,422
|
|
|
12,743
|
|
|
13,655
|
|
|||
Other receivables
|
137
|
|
|
401
|
|
|
113
|
|
|||
Income tax receivable
|
271
|
|
|
324
|
|
|
377
|
|
|||
Inventories:
|
|
|
|
|
|
||||||
Finished goods, net
|
5,869
|
|
|
6,273
|
|
|
7,347
|
|
|||
Work in process, net
|
10,877
|
|
|
10,623
|
|
|
10,924
|
|
|||
Raw materials and supplies, net
|
8,798
|
|
|
10,895
|
|
|
11,840
|
|
|||
|
25,544
|
|
|
27,791
|
|
|
30,111
|
|
|||
Prepaid expenses and other current assets
|
1,875
|
|
|
1,652
|
|
|
1,263
|
|
|||
Total current assets
|
43,591
|
|
|
45,808
|
|
|
46,968
|
|
|||
Property, plant and equipment:
|
|
|
|
|
|
||||||
Land
|
1,671
|
|
|
1,671
|
|
|
1,671
|
|
|||
Land improvements
|
1,213
|
|
|
1,213
|
|
|
1,214
|
|
|||
Buildings and building improvements
|
47,797
|
|
|
47,797
|
|
|
47,796
|
|
|||
Machinery and equipment
|
120,108
|
|
|
120,181
|
|
|
119,744
|
|
|||
Leasehold improvements
|
2,460
|
|
|
2,549
|
|
|
2,568
|
|
|||
|
173,249
|
|
|
173,411
|
|
|
172,993
|
|
|||
Less accumulated depreciation and amortization
|
135,901
|
|
|
134,203
|
|
|
133,060
|
|
|||
Net property, plant and equipment
|
37,348
|
|
|
39,208
|
|
|
39,933
|
|
|||
Deferred tax assets, net
|
2,175
|
|
|
2,200
|
|
|
2,385
|
|
|||
Other assets
|
6,909
|
|
|
7,009
|
|
|
6,408
|
|
|||
Total assets
|
$
|
90,023
|
|
|
$
|
94,225
|
|
|
$
|
95,694
|
|
|
10/31/2012
|
|
1/31/2012
|
|
10/31/2011
|
||||||
|
(In thousands, except share data)
|
||||||||||
|
Unaudited (Note 1)
|
|
|
|
Unaudited (Note 1)
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
11,614
|
|
|
$
|
11,684
|
|
|
$
|
10,372
|
|
Accrued compensation and employee benefits
|
4,155
|
|
|
3,797
|
|
|
3,719
|
|
|||
Current portion of long-term debt
|
1,810
|
|
|
5,497
|
|
|
5,415
|
|
|||
Deferred tax liability
|
1,221
|
|
|
1,221
|
|
|
1,398
|
|
|||
Other accrued liabilities
|
4,675
|
|
|
4,641
|
|
|
5,310
|
|
|||
Total current liabilities
|
23,475
|
|
|
26,840
|
|
|
26,214
|
|
|||
Non-current liabilities:
|
|
|
|
|
|
||||||
Accrued self-insurance retention
|
2,027
|
|
|
1,915
|
|
|
2,949
|
|
|||
Accrued pension expenses
|
24,989
|
|
|
25,069
|
|
|
21,135
|
|
|||
Income tax payable
|
497
|
|
|
488
|
|
|
749
|
|
|||
Long-term debt, less current portion
|
—
|
|
|
6,011
|
|
|
—
|
|
|||
Other accrued liabilities
|
2,540
|
|
|
3,006
|
|
|
2,879
|
|
|||
Total non-current liabilities
|
30,053
|
|
|
36,489
|
|
|
27,712
|
|
|||
Commitments and Contingencies
|
|
|
|
|
|
||||||
Stockholders’ equity:
|
|
|
|
|
|
||||||
Preferred stock:
|
|
|
|
|
|
||||||
Authorized 3,000,000 shares, $.01 par value; none issued or outstanding
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock:
|
|
|
|
|
|
||||||
Authorized 25,000,000 shares, $.01 par value; Issued 14,550,371 shares at 10/31/2012; 14,354,046 shares at 1/31/2012; and 14,354,046 shares at 10/31/2011
|
146
|
|
|
144
|
|
|
144
|
|
|||
Additional paid-in capital
|
115,529
|
|
|
115,060
|
|
|
114,895
|
|
|||
Accumulated deficit
|
(63,852
|
)
|
|
(68,980
|
)
|
|
(61,144
|
)
|
|||
Accumulated comprehensive loss
|
(15,328
|
)
|
|
(15,328
|
)
|
|
(12,127
|
)
|
|||
Total stockholders’ equity
|
36,495
|
|
|
30,896
|
|
|
41,768
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
90,023
|
|
|
$
|
94,225
|
|
|
$
|
95,694
|
|
|
Three Months Ended
|
||||||
|
10/31/2012
|
|
10/31/2011
|
||||
|
(In thousands, except per share data)
|
||||||
Net sales
|
$
|
56,642
|
|
|
$
|
53,074
|
|
Costs of goods sold
|
37,324
|
|
|
37,033
|
|
||
Gross profit
|
19,318
|
|
|
16,041
|
|
||
Selling, general and administrative expenses
|
16,166
|
|
|
14,966
|
|
||
Restructuring charges
|
—
|
|
|
3,901
|
|
||
Interest expense
|
395
|
|
|
298
|
|
||
Income (loss) before income taxes
|
2,757
|
|
|
(3,124
|
)
|
||
Income tax expense (benefits)
|
(151
|
)
|
|
175
|
|
||
Net income (loss)
|
$
|
2,908
|
|
|
$
|
(3,299
|
)
|
Net income (loss) per common share (a) :
|
|
|
|
||||
Basic
|
$
|
0.20
|
|
|
$
|
(0.23
|
)
|
Diluted
|
$
|
0.20
|
|
|
$
|
(0.23
|
)
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
14,441
|
|
|
14,285
|
|
||
Diluted
|
14,629
|
|
|
14,285
|
|
(a)
|
Net income per common share for the three months ended October 31, 2012 was calculated based on the basic and diluted shares outstanding. Net loss per common share for the three months ended October 31, 2011 was calculated only based on basic shares outstanding due to the anti-dilutive effect on the inclusion of common stock equivalent shares.
|
|
Nine Months Ended
|
||||||
|
10/31/2012
|
|
10/31/2011
|
||||
|
(In thousands, except per share data)
|
||||||
Net sales
|
$
|
140,702
|
|
|
$
|
140,147
|
|
Costs of goods sold
|
91,550
|
|
|
97,446
|
|
||
Gross profit
|
49,152
|
|
|
42,701
|
|
||
Selling, general and administrative expenses
|
42,840
|
|
|
43,616
|
|
||
Restructuring charges
|
—
|
|
|
3,901
|
|
||
Interest expense
|
1,113
|
|
|
905
|
|
||
Income (loss) before income taxes
|
5,199
|
|
|
(5,721
|
)
|
||
Income tax expense (benefits)
|
71
|
|
|
246
|
|
||
Net income (loss)
|
$
|
5,128
|
|
|
$
|
(5,967
|
)
|
Dividend declared:
|
|
|
|
||||
Cash
|
$
|
—
|
|
|
$
|
0.05
|
|
Net income (loss) per common share (a) :
|
|
|
|
||||
Basic
|
$
|
0.36
|
|
|
$
|
(0.42
|
)
|
Diluted
|
$
|
0.35
|
|
|
$
|
(0.42
|
)
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
14,369
|
|
|
14,241
|
|
||
Diluted
|
14,474
|
|
|
14,241
|
|
(a)
|
Net income per common share for the nine months ended October 31, 2012 was calculated based on the basic and diluted shares outstanding. Net loss per common share for the nine months ended October 31, 2011 was calculated only based on basic shares outstanding due to the anti-dilutive effect on the inclusion of common stock equivalent shares.
|
|
Three Months Ended
|
||||||
|
10/31/2012
|
|
10/31/2011
|
||||
|
(In thousands)
|
||||||
Net income (loss)
|
$
|
2,908
|
|
|
$
|
(3,299
|
)
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
||
Comprehensive income (loss)
|
$
|
2,908
|
|
|
$
|
(3,299
|
)
|
|
Nine Months Ended
|
||||||
|
10/31/2012
|
|
10/31/2011
|
||||
|
(In thousands)
|
||||||
Net income (loss)
|
$
|
5,128
|
|
|
$
|
(5,967
|
)
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
||
Comprehensive income (loss)
|
$
|
5,128
|
|
|
$
|
(5,967
|
)
|
|
Nine Months Ended
|
||||||
|
10/31/2012
|
|
10/31/2011
|
||||
|
(In thousands)
|
||||||
Operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
5,128
|
|
|
$
|
(5,967
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,337
|
|
|
3,823
|
|
||
Provision for doubtful accounts
|
(75
|
)
|
|
45
|
|
||
(Gain) loss on sale of property, plant and equipment
|
(37
|
)
|
|
1
|
|
||
Deferred income taxes
|
25
|
|
|
246
|
|
||
Stock based compensation
|
557
|
|
|
569
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade accounts receivable
|
(1,604
|
)
|
|
(3,238
|
)
|
||
Other receivables
|
264
|
|
|
55
|
|
||
Inventories
|
2,247
|
|
|
5,259
|
|
||
Income taxes
|
62
|
|
|
(10
|
)
|
||
Prepaid expenses and other current assets
|
(224
|
)
|
|
356
|
|
||
Accounts payable and accrued liabilities
|
(109
|
)
|
|
2,282
|
|
||
Net cash provided by (used in) operating activities
|
9,571
|
|
|
3,421
|
|
||
Investing activities
|
|
|
|
||||
Capital expenditures
|
(1,486
|
)
|
|
(1,689
|
)
|
||
Proceeds from sale of property, plant and equipment
|
53
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
(1,433
|
)
|
|
(1,689
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from long-term debt
|
28,422
|
|
|
29,245
|
|
||
Repayment of long-term debt
|
(38,117
|
)
|
|
(30,347
|
)
|
||
Common stock issued
|
2
|
|
|
—
|
|
||
Cash dividend paid
|
—
|
|
|
(710
|
)
|
||
Net cash provided by (used in) financing activities
|
(9,693
|
)
|
|
(1,812
|
)
|
||
Net increase (decrease) in cash
|
(1,555
|
)
|
|
(80
|
)
|
||
Cash at beginning of period
|
2,897
|
|
|
1,529
|
|
||
Cash at end of period
|
$
|
1,342
|
|
|
$
|
1,449
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
10/31/2012
|
|
10/31/2011
|
|
10/31/2012
|
|
10/31/2011
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Net income (loss)
|
$
|
2,908
|
|
|
$
|
(3,299
|
)
|
|
$
|
5,128
|
|
|
$
|
(5,967
|
)
|
Average shares outstanding
|
14,441
|
|
|
14,285
|
|
|
14,369
|
|
|
14,241
|
|
||||
Net effect of dilutive stock options based on the treasury stock method using average market price
|
188
|
|
|
—
|
|
|
105
|
|
|
—
|
|
||||
Totals
|
14,629
|
|
|
14,285
|
|
|
14,474
|
|
|
14,241
|
|
||||
Net income (loss) per share - basic
|
$
|
0.20
|
|
|
$
|
(0.23
|
)
|
|
$
|
0.36
|
|
|
$
|
(0.42
|
)
|
Net income (loss) per share - diluted
|
$
|
0.20
|
|
|
$
|
(0.23
|
)
|
|
$
|
0.35
|
|
|
$
|
(0.42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized
Compensation
|
||||||||||
Date of
|
|
Units
|
|
Terms of
|
|
Expense for 3 months ended
|
|
Expense for 9 months ended
|
|
Cost at
|
||||||||||||||
Grants
|
|
Granted
|
|
Vesting
|
|
10/31/2012
|
|
10/31/2011
|
|
10/31/2012
|
|
10/31/2011
|
|
10/31/2012
|
||||||||||
2011 Stock Incentive Plan
|
||||||||||||||||||||||||
6/19/2012
|
|
31,250
|
|
1 year
|
|
$
|
13,000
|
|
|
$
|
—
|
|
|
$
|
21,000
|
|
|
$
|
—
|
|
|
$
|
29,000
|
|
6/19/2012
|
|
520,000
|
|
5 year
|
|
42,000
|
|
|
—
|
|
|
70,000
|
|
|
—
|
|
|
762,000
|
|
|||||
2007 Stock Incentive Plan
|
||||||||||||||||||||||||
6/19/2012
|
|
78,125
|
|
1 year
|
|
31,000
|
|
|
—
|
|
|
52,000
|
|
|
—
|
|
|
73,000
|
|
|||||
3/21/2012
|
|
40,000
|
|
Immediate
|
|
—
|
|
|
—
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|||||
6/21/2011
|
|
68,960
|
|
1 year
|
|
—
|
|
|
50,000
|
|
|
67,000
|
|
|
83,000
|
|
|
—
|
|
|||||
6/8/2010
|
|
56,455
|
|
1 year
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,000
|
|
|
—
|
|
|||||
6/16/2009
|
|
382,500
|
|
5 year
|
|
56,000
|
|
|
60,000
|
|
|
169,000
|
|
|
185,000
|
|
|
358,000
|
|
|||||
6/19/2007
|
|
262,500
|
|
5 year
|
|
—
|
|
|
79,000
|
|
|
98,000
|
|
|
244,000
|
|
|
—
|
|
|||||
|
|
|
|
|
|
$
|
142,000
|
|
|
$
|
189,000
|
|
|
$
|
557,000
|
|
|
$
|
570,000
|
|
|
$
|
1,222,000
|
|
|
Three Months Ended October 31,
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Non-Employee Directors
|
||||||||||||||
|
Pension Plan
|
|
VIP Retirement Plan
|
|
Retirement Plan
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
325
|
|
|
360
|
|
|
88
|
|
|
95
|
|
|
5
|
|
|
6
|
|
||||||
Expected return on plan assets
|
(245
|
)
|
|
(289
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement cost
|
—
|
|
|
1,435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial loss or (gain)
|
360
|
|
|
262
|
|
|
51
|
|
|
13
|
|
|
—
|
|
|
(10
|
)
|
||||||
Net periodic pension cost (income)
|
$
|
440
|
|
|
$
|
1,768
|
|
|
$
|
139
|
|
|
$
|
108
|
|
|
$
|
5
|
|
|
$
|
(4
|
)
|
|
Nine Months Ended October 31,
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Non-Employee Directors
|
||||||||||||||
|
Pension Plan
|
|
VIP Retirement Plan
|
|
Retirement Plan
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
975
|
|
|
1,080
|
|
|
264
|
|
|
285
|
|
|
15
|
|
|
18
|
|
||||||
Expected return on plan assets
|
(735
|
)
|
|
(867
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement cost
|
—
|
|
|
1,435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial loss or (gain)
|
1,080
|
|
|
786
|
|
|
153
|
|
|
39
|
|
|
—
|
|
|
(30
|
)
|
||||||
Net periodic pension cost (income)
|
$
|
1,320
|
|
|
$
|
2,434
|
|
|
$
|
417
|
|
|
$
|
324
|
|
|
$
|
15
|
|
|
$
|
(12
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
10/31/2012
|
|
10/31/2011
|
|
10/31/2012
|
|
10/31/2011
|
||||||||
|
(In thousands)
|
||||||||||||||
Beginning accrued warranty balance
|
$
|
1,300
|
|
|
$
|
1,800
|
|
|
$
|
1,400
|
|
|
$
|
2,300
|
|
Provision
|
(175
|
)
|
|
(184
|
)
|
|
24
|
|
|
(176
|
)
|
||||
Costs incurred
|
(125
|
)
|
|
(216
|
)
|
|
(424
|
)
|
|
(724
|
)
|
||||
Ending accrued warranty balance
|
$
|
1,000
|
|
|
$
|
1,400
|
|
|
$
|
1,000
|
|
|
$
|
1,400
|
|
|
VIRCO MFG. CORPORATION
|
|
Date: December 7, 2012
|
By:
|
/s/ Robert E. Dose
|
|
|
Robert E. Dose
|
|
|
Vice President — Finance
|
Fiscal Month Period and Fiscal Month End
|
EBITDA
|
Fiscal month ending December 2011
|
$(2,268,000)
|
Two consecutive fiscal months ending January 2012
|
$(6,006,000)
|
Fiscal month ending February 2012
|
$(1,896,000)
|
Two consecutive fiscal months ending March 2012
|
$(2,970,000)
|
Three consecutive fiscal months ending April 2012
|
$(3,294,000)
|
Four consecutive fiscal months ending May 2012
|
$(2,588,000)
|
Five consecutive fiscal months ending June 2012
|
$300,000
|
Six consecutive fiscal months ending July 2012
|
$5,800,000
|
Seven consecutive fiscal months ending August 2012
|
$9,900,000
|
Eight consecutive fiscal months ending September 2012
|
$9,800,000
|
Nine consecutive fiscal months ending October 2012
|
$10,300,000
|
Ten consecutive fiscal months ending November 2012
|
N/A
|
Eleven consecutive fiscal months ending December 2012
|
$6,364,000
|
Twelve consecutive fiscal months ending January 2013
|
$5,232,000
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: December 7, 2012
|
|
/s/ Robert A. Virtue
|
|
|
Robert A. Virtue
|
|
|
President and Chief Executive Officer
|
|
|
of Virco Mfg. Corporation
|
|
|
(Principal Executive Officer)
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: December 7, 2012
|
|
/s/ Robert E. Dose
|
|
|
Robert E. Dose
|
|
|
Vice President of Finance
|
|
|
of Virco Mfg. Corporation
|
|
|
(Principal Financial Officer)
|
Date: December 7, 2012
|
|
/s/ Robert A. Virtue
|
|
|
Robert A. Virtue
|
|
|
President and Chief Executive Officer
|
|
|
of Virco Mfg. Corporation
|
|
|
(Principal Executive Officer)
|
Date: December 7, 2012
|
|
/s/ Robert E. Dose
|
|
|
Robert E. Dose
|
|
|
Vice President of Finance
|
|
|
of Virco Mfg. Corporation
|
|
|
(Principal Financial Officer)
|