VIRCO MFG CORPORATION (Form: 10-Q, Received: 09/14/2017 17:11:05)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended July 31, 2017



¨	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

No change

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.

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. (Check one):



Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	ý
			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 — 15,357,457 shares as of September 8, 2017.

TABLE OF CONTENTS



Part I. Financial Information		3
	Item 1. Financial Statements	3
	Unaudited condensed consolidated balance sheets - July 31, 2017, January 31, 2017 and July 31, 2016	3
	Unaudited condensed consolidated statements of income - Three months ended July 31, 2017 and 2016	5
	Unaudited condensed consolidated statements of income - Six months ended July 31, 2017 and 2016	6
	Unaudited condensed consolidated statements of comprehensive income - Three months ended July 31, 2017 and 2016	7
	Unaudited condensed consolidated statements of comprehensive income - Six months ended July 31, 2017 and 2016	8
	Unaudited condensed consolidated statements of cash flows - Six months ended July 31, 2017 and 2016	9
	Notes to unaudited condensed consolidated financial statements - July 31, 2017	10
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	19
	Item 4. Controls and Procedures	19
Part II. Other Information		20
	Item 1. Legal Proceedings	20
	Item 1A. Risk Factors	20
	Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	20
	Item 3. Defaults Upon Senior Securities	20
	Item 4. Mine Safety Disclosures	20
	Item 5. Other Information	20
	Item 6. Exhibits	20
	EX-10.21
	EX-31.1
	EX-31.2
	EX-32.1
	EX-101 INSTANCE DOCUMENT
	EX-101 SCHEMA DOCUMENT
	EX-101 CALCULATION LINKBASE DOCUMENT
	EX-101 LABELS LINKBASE DOCUMENT
	EX-101 PRESENTATION LINKBASE DOCUMENT

PART I. Financial Information

Item 1. Financial Statements

Virco Mfg. Corporation

Condensed Consolidated Balance Sheets



	7/31/2017		1/31/2017		7/31/2016
	(In thousands, except share data)
	Unaudited (Note 1)				Unaudited (Note 1)
Assets
Current assets
Cash	$	2,747	$	788	$	2,428
Trade accounts receivables, net	40,201		9,915		33,835
Other receivables	73		216		43
Income tax receivable	175		275		268
Inventories, net	50,861		35,689		51,871
Prepaid expenses and other current assets	1,888		1,610		1,461
Total current assets	95,945		48,493		89,906
Property, plant and equipment
Land	1,671		1,671		1,671
Land improvements	680		675		674
Buildings and building improvements	46,036		46,021		46,019
Machinery and equipment	100,984		99,896		100,693
Leasehold improvements	803		842		684
	150,174		149,105		149,741
Less accumulated depreciation and amortization	114,591		114,780		115,339
Net property, plant and equipment	35,583		34,325		34,402
Deferred tax assets, net	15,611		17,008		573
Other assets	8,308		8,361		7,071
Total assets	$	155,447	$	108,187	$	131,952

See accompanying notes.

Virco Mfg. Corporation

Condensed Consolidated Balance Sheets



	7/31/2017			1/31/2017			7/31/2016
	(In thousands, except share and par value data)
	Unaudited (Note 1)						Unaudited (Note 1)
Liabilities
Current liabilities
Accounts payable	$	20,945		$	12,388		$	18,014
Accrued compensation and employee benefits	6,373			5,138			5,632
Current portion of long-term debt	29,987			68			31,068
Other accrued liabilities	7,543			3,991			7,280
Total current liabilities	64,848			21,585			61,994
Non-current liabilities
Accrued self-insurance retention	1,904			1,350			1,315
Accrued pension expenses	17,991			18,699			22,606
Income tax payable	42			36			31
Long-term debt, less current portion	6,000			4,943			5,936
Other accrued liabilities	1,978			2,220			2,339
Total non-current liabilities	27,915			27,248			32,227
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 and outstanding 15,357,457 shares at 07/31/2017 and 15,179,664 at 1/31/2017 and 07/31/2016	154			152			152
Additional paid-in capital	117,020			116,976			116,643
Accumulated deficit	(43,392		)	(46,380		)	(65,394		)
Accumulated other comprehensive loss	(11,098		)	(11,394		)	(13,670		)
Total stockholders’ equity	62,684			59,354			37,731
Total liabilities and stockholders’ equity	$	155,447		$	108,187		$	131,952

See accompanying notes.

Virco Mfg. Corporation

Condensed Consolidated Statements of Income

Unaudited (Note 1)



	Three months ended
	7/31/2017			7/31/2016
	(In thousands, except per share data)
Net sales	$	72,636		$	61,354
Costs of goods sold	45,953			37,616
Gross profit	26,683			23,738
Selling, general and administrative expenses	18,278			16,226
Gain on sale of property, plant & equipment	(1		)	—
Operating income	8,406			7,512
Interest expense, net	529			486
Income before income taxes	7,877			7,026
Income tax expense	2,849			140
Net income	$	5,028		$	6,886

Net income per common share:
Basic	$	0.33		$	0.46
Diluted	$	0.33		$	0.45
Weighted average shares outstanding: :
Basic	15,211			15,036
Diluted	15,285			15,147

See accompanying notes.

Virco Mfg. Corporation

Condensed Consolidated Statements of Income

Unaudited (Note 1)



	Six months ended
	7/31/2017			7/31/2016
	(In thousands, except per share data)
Net sales	$	95,871		$	82,181
Costs of goods sold	60,761			50,380
Gross profit	35,110			31,801
Selling, general and administrative expenses	29,970			27,135
Gain on sale of property, plant & equipment	(1		)	(1		)
Operating income	5,141			4,667
Interest expense, net	824			750
Income before income taxes	4,317			3,917
Income tax expense	1,500			170
Net Income	$	2,817		$	3,747

Net income per common share:
Basic	$	0.19		$	0.25
Diluted	$	0.18		$	0.25
Weighted average shares outstanding: :
Basic	15,170			15,004
Diluted	15,233			15,100

See accompanying notes.

Virco Mfg. Corporation

Condensed Consolidated Statements of Comprehensive Income

Unaudited (Note 1)



	Three months ended
	7/31/2017		7/31/2016
	(In thousands)
Net Income	$	5,028	$	6,886
Other comprehensive income
Pension adjustments (net of tax $92, $0 in 2018 and 2017)	148		330
Comprehensive income	$	5,176	$	7,216

See accompanying notes.

Virco Mfg. Corporation

Condensed Consolidated Statements of Comprehensive Income

Unaudited (Note 1)



	Six months ended
	7/31/2017		7/31/2016
	(In thousands)
Net income	$	2,817	$	3,747
Other comprehensive income
Pension adjustments (net of tax $184, $0 in 2018 and 2017)	296		660
Comprehensive income	$	3,113	$	4,407

Virco Mfg. Corporation

Condensed Consolidated Statements of Cash Flows

Unaudited (Note 1)



	Six months ended
	7/31/2017			7/31/2016
	(In thousands)
Operating activities
Net income	$	2,817		$	3,747
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	2,601			2,555
Provision for doubtful accounts	35			53
Increase in inventory reserve	534			275
Gain on sale of property, plant and equipment	(1		)	(1		)
Deferred income taxes	1,569			129
Stock-based compensation	385			276
Amortization of net actuarial loss for pension plans, net of tax	296			660
Changes in operating assets and liabilities:
Trade accounts receivable	(30,321		)	(23,940		)
Other receivables	143			(8		)
Inventories, net	(15,706		)	(17,543		)
Income taxes	105			42
Prepaid expenses and other current assets	(224		)	(471		)
Accounts payable and accrued liabilities	12,980			7,640
Net cash used in operating activities	(24,787		)	(26,586		)
Investing activities
Capital expenditures	(3,891		)	(1,935		)
Proceeds from sale of property, plant and equipment	1			1
Net cash used in investing activities	(3,890		)	(1,934		)
Financing activities
Proceeds from long-term debt	36,742			37,004
Repayment of long-term debt	(5,767		)	(6,607		)
Common stock repurchased	(339		)	(264		)
Net cash provided by financing activities	30,636			30,133

Net increase in cash	1,959			1,613
Cash at beginning of period	788			815
Cash at end of period	$	2,747		$	2,428

See accompanying notes.

VIRCO MFG. CORPORATION

Notes to unaudited Condensed Consolidated Financial Statements

July 31, 2017

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 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 footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended July 31, 2017 , are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2018 . The balance sheet at January 31, 2017 , has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2017 (“Form 10-K”). All references to the “Company” refer to Virco Mfg. Corporation and its subsidiaries.

Note 2. Seasonality

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 a large balance of accounts receivable 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 government institutions, which tend to pay accounts receivable more slowly 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.

Note 3. New Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases . The new standard requires lessees to recognize most leases, including operating leases, on-balance sheet via a right of use asset and lease liability. Changes to the lessee accounting model may change key balance sheet measures and ratios, potentially effecting analyst expectations and compliance with financial covenants. The new standard becomes effective for the Company effective for fiscal years beginning after December 15, 2018, but may be adopted at any time, and requires a modified retrospective transition. The Company is currently evaluating the effect the standard will have on consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. The new standard provides classification guidance on eight cash flow issues including debt prepayment, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlements of insurance claims, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investees. The new standard becomes effective for the Company for fiscal years beginning after December 15, 2017. The Company anticipates the standard will have an immaterial effect on consolidated statements of cash flows.

In March 2017, the FASB issued authoritative guidance related to the presentation of net periodic pension cost in the income statement. This guidance requires that the service cost component of net periodic pension cost is presented in the same line as other compensation costs arising from services rendered by the respective employees during the period. The other components of net periodic pension cost are required to be presented in the income statement separately from the service cost component and outside of earnings from operations. This guidance also allows for the service cost component to be eligible for capitalization when applicable. This guidance is effective for fiscal years beginning after December 15, 2017, which will be the Company’s first quarter of fiscal 2019, and requires retrospective adoption for the presentation of the service cost component and other components

of net periodic pension cost in the income statement and prospective adoption for capitalization of the service cost component. Early adoption is permitted at the beginning of a fiscal year. The Company adopted this standard in the first quarter of fiscal 2018 and it had no effect on the condensed consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The new standard is intended to simplify accounting for share based employment awards to employees. Changes include: all excess tax benefits/deficiencies should be recognized as income tax expense/benefit; entities can make elections on how to account for forfeitures; and cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity on the cash flow statement. The Company implemented the new standard in the first quarter of fiscal 2018. The primary impact of implementation was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital beginning with the first quarter of fiscal 2018. Upon adoption the balance of the unrecognized excess tax benefits of approximately $172,000 was reversed with the impact recorded to retained earnings. Prior to the adoption of this standard, that amount would have been recognized as an adjustment to "Additional paid-in capital" in the Condensed Consolidated Balance Sheets. Excess tax benefits will be recorded in the operating section of the Condensed Consolidated Statements of Cash Flows on a prospective basis. Prior to fiscal 2018, the tax benefits or shortfalls were recorded in financing cash flows. The presentation requirements for cash flows related to employee taxes paid for withheld shares in the financing section had no impact to any of the periods presented in our Condensed Consolidated Statements of Cash Flows since such cash flows have historically been presented as a financing activity.

In July 2015, the FASB issued authoritative guidance to simplify the subsequent measurement of inventories by replacing the lower of cost or market test with a lower of cost and net realizable value test. This guidance is effective for fiscal years beginning after December 15, 2016 and requires prospective adoption with early adoption permitted. The Company adopted this standard in the first quarter of fiscal 2018 and it had no effect on the condensed consolidated financial statements and related disclosures.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), and has modified the standard thereafter. The core principal of the standard requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The new revenue standard will be effective for the Company on February 1, 2018.

The standard permits the use of either a full retrospective method, where the standard is applied to each prior reporting period presented or a cumulative effect transition method, or modified retrospective method, where the cumulative effect of initially applying the standard is recognized at the date of initial application. We anticipate using the modified retrospective method and we are currently evaluating the effect the new revenue standard will have on our consolidated financial statements.

Note 4. Inventories

Inventory is valued at the lower of cost (determined on a first-in, first-out basis) or Net Realizable Value and includes material, labor, and factory overhead. The Company maintains allowances for estimated slow moving and obsolete inventory to reflect the difference between the cost of inventory and the estimated market value. Allowances for slow moving and obsolete inventory are determined through a physical inspection of the product in connection with a physical inventory, a review of slow-moving product, and consideration of active marketing programs. The market for education furniture is traditionally driven by value, not style, and the Company has not typically incurred significant obsolescence expenses. If market conditions are less favorable than those anticipated by management, additional allowances may be required. Due to reductions in sales volume in the past years, the Company’s manufacturing facilities are operating at reduced levels of capacity. The Company records the cost of excess capacity as a period expense, not as a component of capitalized inventory valuation.

The following table presents an updated breakdown of the Company’s net inventory (in thousands) as of July 31, 2017, January 31, 2017 and July 31, 2016:



	7/31/2017		1/31/2017		7/31/2016
Finished goods	$	21,912	$	11,174	$	22,461
WIP	16,923		13,486		17,250
Raw materials	12,026		11,029		12,160
Inventories, net	$	50,861	$	35,689	$	51,871

Management continually monitors production costs, material costs and inventory levels to determine that interim inventories are fairly stated.

Note 5. Debt

Outstanding balances (in thousands) for the Company’s long-term debt were as follows:



	7/31/2017		1/31/2017		7/31/2016
	(in thousands)
Revolving credit line	$	35,924	$	4,914	$	36,979
Other	63		97		25
Total debt	35,987		5,011		37,004
Less current portion	29,987		68		31,068
Non-current portion	$	6,000	$	4,943	$	5,936

On December 22, 2011, the Company entered into a Revolving Credit and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association (“PNC”). The credit agreement currently matures on December 22, 2019 and has a maximum availability of $49,500,000 , plus sub-lines for letters of credit and a $2,500,000 line for equipment financing. Borrowings under the Credit Agreement bear interest at either the Alternate Base Rate (as defined in the Credit Agreement) plus 0.50% to 1.50% or the Eurodollar Currency Rate (as defined in the Credit Agreement) plus 1.50% to 2.50% . The interest rate at July 31, 2017 was 4.75% . Approximately $31,938,000 was available for borrowing as of July 31, 2017 .

The Credit Agreement restricts the Company from issuing dividends or making payments with respect to the Company's capital stock to an annual limit of $1.3 million , and contains numerous other covenants, including these financial covenants: (1) fixed charge coverage ratio, and (2) minimum EBITDA amount, in each case as of the end of the relevant monthly, quarterly or annual measurement period. The Company was in compliance with its covenants during the second quarter of fiscal year ending January 31, 2018. Pursuant to the Credit Agreement, substantially all of the Company's accounts receivable are automatically and promptly swept to repay amounts outstanding under the Revolving Credit Facility upon receipt by the Company. On April 4, 2016, the Company entered into Amendment No. 12 to the Credit Agreement which, among other things, increased the borrowing availability for the period from June 1, 2016 through August 15, 2016 and modified the clean down provision to reduce borrowings under the line to less than $6,000,000 from a period of 60 consecutive days to 30 consecutive days. On October 26, 2016, the Company entered into Amendment No. 13 to the Credit Agreement which, among other things, reduced the maximum availability of $49,750,000 to $49,500,000 to allow for a sub-line for the company's credit card program. On March 13, 2017, the Company entered into Amendment No. 14 to the Credit Agreement which established a $2,500,000 equipment line to facilitate the capital expenditure plan for 2018 and to establish covenants for 2018. On June 8, 2017, the Company entered into Amendment No. 15 to the Credit Agreement which, among other things, will allow the restatement of the amount of revolving advances to $14,000,000 for June 2017 and $11,000,000 for July 2017 and extend the time to borrow under the $2,500,000 Equipment Line until March 12, 2018. On August 7, 2017, the Company entered into Amendment No. 16 to the Credit Agreement with PNC Bank which, among other things, will (a) consent to the acquisition of the building, (b) allow the Company to incur the additional indebtedness and (c) amend the Credit Agreement in certain respects, which Lenders and Agent are willing to do on the terms and subject to the conditions contained in this Amendment.

The Company believes that the Revolving Credit Facility will provide sufficient liquidity to meet its capital requirements for at least in the next 12 months . Management believes that the carrying value of debt approximated fair value at July 31, 2017 and 2016, as all of the long-term debt bears interest at variable rates based on prevailing market conditions.

Note 6. Income Taxes

The Company recognizes deferred income taxes under the asset and liability method of accounting for income taxes in accordance with the provisions of ASC No. 740, Accounting for Income Taxes. Deferred income taxes are recognized for differences between the financial statement and tax basis of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, the Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. 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. The Company maintains a partial valuation allowance against certain state deferred tax assets that the Company does not believe it is more-likely-than-not to realize.

The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. The Company's income tax expense for the three months ended July 31, 2017 was $2.8 million on pre-tax income of $7.9 million or an effective tax rate of 36.2 percent. The Company's income tax expense for the six months ended July 31, 2017 was $1.5 million on pre-tax income of $4.3 million or an effective tax rate of 34.7 percent . For the three months ended July 31, 2016, the Company's income tax expense was $140,000 on pre-tax income of $7.0 million . The Company's income tax expense for the six months ended July 31, 2016 was $170,000 on pre-tax income of $3.9 million . The effective tax rate was substantially lower in the three and six months ended July 31, 2016 principally due to a valuation allowance recorded against the majority of the net deferred tax assets at July 31, 2016.

The Company adopted ASU 2016-09 related to stock compensation in the first quarter of fiscal 2018. Upon adoption the balance of the unrecognized excess tax benefits of approximately $172,000 was recognized with the impact recorded to retained earnings.

See "Note 3. Recently Adopted Accounting Standards" in the Notes to Condensed Consolidated Financial Statements" for more information regarding the implementation of ASU No. 2016-09.

In 2016, the Company closed its IRS examination for its tax return for the year ended January 31, 2013 with no changes. The January 31, 2014 and subsequent years remain open for examination by the IRS and state tax authorities. The Company is not currently under any state examination. Subsequent to the quarter ended July 31, 2017, the Company received a notice from the IRS indicating that the agency will conduct an examination for its fiscal year ended January 31, 2016 Federal tax return.

The specific timing of when the resolution of each tax position will be reached is uncertain. As of July 31, 2017, it is reasonably possible that unrecognized tax benefits will decrease by $9,000 within the next 12 months due to the expiration of the statute of limitations.

Note 7. Net Income per Share



	Three Months Ended				Six Months Ended
	7/31/2017		7/31/2016		7/31/2017		7/31/2016
	(In thousands, except per share data)
Net income	$	5,028	$	6,886	$	2,817	$	3,747
Weighted average shares outstanding	15,211		15,036		15,170		15,004
Net effect of dilutive shares - based on the treasury stock method using average market price	74		111		63		96
Totals	15,285		15,147		15,233		15,100

Net income per share - basic	$	0.33	$	0.46	$	0.19	$	0.25
Net income per share - diluted	$	0.33	$	0.45	$	0.18	$	0.25

Note 8. Stock-Based Compensation

Stock Incentive Plans

Under the 2011 Plan, the Company may grant an aggregate of 2,000,000 shares to its employees and non-employee directors in the form of stock options or awards. Restricted stock or stock units awarded under the 2011 Plan are expensed ratably over the vesting period of the awards. The Company determines the fair value of its restricted stock unit awards and related compensation expense as the difference between the market value of the awards on the date of grant less the exercise price of the awards granted. During the quarter ended July 31, 2017 , the Company granted awards for 504,404 shares of restricted stock awards and 188,673 shares of restricted stock awards vested according to their terms. There were approximately 259,832 shares available for future issuance under the 2011 Plan as of July 31, 2017 .

Under the 2007 Plan, the Company may grant an aggregate of 1,000,000 shares to its employees and non-employee directors in the form of stock options or awards. Restricted stock or stock units awarded under the 2007 Plan are expensed ratably over the vesting period of the awards. The Company determines the fair value of its restricted stock unit awards and related compensation expense as the difference between the market value of the awards on the date of grant less the exercise price of the awards granted. The Company granted no awards during the second quarter ended July 31, 2017. On June 19, 2017, the 2007 Plan expired and no further awards may be made under the 2007 Plan.

Accounting for the Plans

Restricted Stock Unit Awards

The following table presents a summary of restricted stock and stock unit awards at July 31, 2017 and 2016 :



			Expense for 3 months ended				Expense for 6 months ended				Unrecognized Compensation Cost at
Date of Grants	Units Granted	Terms of Vesting	7/31/2017		7/31/2016		7/31/2017		7/31/2016		7/31/2017
2011 Stock Incentive Plan
06/20/2017	40,404	1 year	$	33,000	$	—	$	33,000	$	—	$	166,000
06/20/2017	464,000	5 years	77,000		—		77,000		—		2,216,000
06/21/2016	51,284	1 year	16,000		33,000		66,000		33,000		—
06/21/2016	36,000	3 years	12,000		8,000		24,000		8,000		86,000
06/22/2015	48,000	4 years	8,000		8,000		16,000		16,000		60,000
06/22/2015	27,174	1 year	—		6,000		—		25,000		—
06/24/2014	490,000	5 years	60,000		60,000		120,000		120,000		440,000
06/19/2012	520,000	5 years	12,000		37,000		49,000		74,000		—
Totals for the period			$	218,000	$	152,000	$	385,000	$	276,000	$	2,968,000

Note 9. Stockholders’ Equity

The Company’s Credit Agreement with PNC restricts the Company from issuing dividends or making payments with respect to the Company's capital stock to an annual limit of $1.3 million . Such dividends payments are also subject to compliance with financial and other covenants provided in the Credit Agreement.

The Company adopted ASU 2016-09 related to stock compensation in the first quarter of fiscal 2018. Upon adoption the balance of the unrecognized excess tax benefits of approximately $172,000 was reversed with the impact recorded to retained earnings.

See "Note 3. Recently Adopted Accounting Standards" in the Notes to Condensed Consolidated Financial Statements" for more information regarding the implementation of ASU No. 2016-09.

Note 10. 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”). Benefits under the Employees Retirement Plan are based on years of

service and career average earnings. As more fully described in the Form 10-K, benefit accruals under the Employees Retirement Plan were frozen effective December 31, 2003.

The Company also provides a supplementary retirement plan for certain key employees, the VIP Retirement Plan (the “VIP Plan”). The VIP Plan provides a benefit of up to 50% of average compensation for the last 5 years in the VIP Plan, offset by benefits earned under the Pension Plan. As more fully described in the Form 10-K, benefit accruals under this plan were frozen since December 31, 2003. There is no service cost incurred under this plan.

The Company also provides a non-qualified plan for certain former non-employee directors of the Company (the “Non-Employee Directors Retirement Plan”). The Non-Employee Directors Retirement Plan provides a lifetime annual retirement benefit equal to the director’s annual retainer fee for the fiscal year in which the director terminated his or her position with the Board, subject to the director having provided 10 years of service to the Company. As more fully described in the Form 10-K, benefit accruals under this plan were frozen effective December 31, 2003.

The net periodic pension cost (income) for the Pension Plan, the VIP Plan, and the Non-Employee Directors Retirement Plan for the three and six months ended July 31, 2017 and 2016 were as follows (in thousands):



	Three Months Ended
	Pension Plan						VIP Plan				Non-Employee Directors Retirement Plan
	7/31/2017			7/31/2016			7/31/2017		7/31/2016		7/31/2017		7/31/2016
Service cost	$	—		$	—		$	—	$	—	$	—	$	—
Interest cost	304			296			89		90		9		3
Expected return on plan assets	(342		)	(284		)	—		—		—		—
Amortization of transition amount	—			—			—		—		—		—
Recognized (gain) loss due to Curtailments	—			—			—		—		—		—
Amortization of prior service cost	—			—			—		—		—		—
Recognized net actuarial (gain) loss	179			282			60		77		—		(29		)
Benefit cost	$	141		$	294		$	149	$	167	$	9	$	(26	)



	Six Months Ended
	Pension Plan						VIP Plan				Non-Employee Directors Retirement Plan
	7/31/2017			7/31/2016			7/31/2017		7/31/2016		7/31/2017		7/31/2016
Service cost	$	—		$	—		$	—	$	—	$	—	$	—
Interest cost	608			592			178		180		18		6
Expected return on plan assets	(684		)	(568		)	—		—		—		—
Amortization of transition amount	—			—			—		—		—		—
Recognized (gain) loss due to Curtailments	—			—			—		—		—		—
Amortization of prior service cost	—			—			—		—		—		—
Recognized net actuarial (gain) loss	358			564			120		154		—		(58		)
Benefit cost	$	282		$	588		$	298	$	334	$	18	$	(52	)

Note 11. Warranty Accrual

The Company provides a warranty against all substantial defects in material and workmanship. The standard warranty offered on products sold through January 31, 2013 is 10 years. Effective February 1, 2014 the Company modified its warranty to a limited lifetime warranty. The warranty effective February 1, 2014 is not anticipated to have a significant effect on warranty expense. Effective January 1, 2017, the Company modified the warranty offered 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 six months ended July 31, 2017 and 2016 .



	Three Months Ended						Six Months Ended
	7/31/2017			7/31/2016			7/31/2017			7/31/2016
	(In thousands)
Beginning balance	$	1,000		$	1,000		$	1,000		$	1,000
Provision	112			47			182			176
Costs incurred	(112		)	(47		)	(182		)	(176		)
Ending balance	$	1,000		$	1,000		$	1,000		$	1,000

Note 12. Contingencies

The Company has a self-insured retention for product and general liability losses up to $250,000 per occurrence, workers’ compensation liability losses up to $250,000 per occurrence, and for automobile liability losses up to $50,000 per occurrence. The Company has purchased insurance to cover losses in excess of the retention up to a limit of $30,000,000 . 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 13. Subsequent Events

Subsequent to July 31, 2017, the Company purchased a manufacturing building in Conway Arkansas for $7,200,000 with Virco making a 20% down payment and the current owner providing financing for 20 years at 4% per year. The Company has been operating a component fabrication operation in this building since the 1998 under a series of 10 year leases. The current lease would have expired in March 2018. Upon purchase of the building, annual depreciation expense for the building is anticipated to be approximately $300,000 per year less than current rent expense. Annual debt service payments are anticipated to be approximately $300,000 per year less than current rent expense.

On August 8, 2017, the Company entered into Amendment No. 16 to the Credit Agreement with PNC Bank which, among other things, will (a) consent to the acquisition of the building, (b) permit the Company to incur the additional indebtedness and (c) amend the Credit Agreement in certain respects, which Lenders and Agent are willing to do on the terms and subject to the conditions contained in this Amendment.

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

Results of Operations

For the three months ended July 31, 2017, the Company earned a pre-tax income of $7,877,000 on sales of $72,636,000 compared to a pre-tax income of $7,026,000 on sales of $61,354,000 in the prior year.

Net sales for the three months ended July 31, 2017 increased by $11,282,000 or 18.4%. This increase was primarily due to an increase in volume and modest increase in price. The Company began the quarter with a backlog of orders that was approximately $8.5 million greater than the prior year. Order rates for the quarter were volatile, with total orders for May and June increasing compared to the prior year and a decline in July. Orders for the quarter increased by approximately 14% compared to the prior year. Ending backlog at July 31, 2017 was $47.3 million compared to $39.5 million at the same date last year.

The second quarter results reflected continued increase in seasonality of the Company’s business. School districts in many parts of the Country have accelerated the beginning of back to school to mid-August, impacting the summer delivery window. Although this would suggest that shipments would be pushed forward into July, the Company experienced an increase in orders that specified delivery in August, effectively moving revenue from the second quarter to the third. A comparable trend occurred in order rates.

Gross margin as a percentage of sales decreased to 36.7% for the three months ended July 31, 2017 compared to 38.7% in the same period last year. The deterioration of the margin in the second quarter is attributable to several components. First and most impacting was the composition of business in the quarter. The entire growth in sales was driven by project type business. As discussed in prior year’s Form 10K, the Company provides “one-stop-shopping” to schools where a new school can furnish and entire campus with one purchase order to Virco. To facilitate this product offering, the Company purchases and re-sells certain products from furniture manufacturing partners. The gross margin on products purchased for resale are lower than on products manufactured by Virco, but are instrumental to successfully winning projects that include the more profitable Virco manufactured product. These projects tend to be more complex than other business, requiring coordinated production of a broad array of products to fill these orders. Finally, bidding on these larger orders can be quite competitive. Growth in resale of our vendor partner products increased by 78% for the quarter, and represented more than one third of the sales growth for the quarter. The second significant impact on margin was the relationship between the selling price increases relative to the cost increases incurred. The Company raised selling prices on certain marketing programs at the beginning of this year, but did not raise them adequately to compensate for all the cost increases subsequently incurred during the quarter. The primary change in costs related to raw materials (primarily steel) and employee compensation. At the beginning of 2016, the Company purchased steel at approximately $.30 per pound, and while the cost of steel increased during 2016, most sales during the quarter ended July 31, 2016 were fulfilled with steel costing $0.30 per pound. In the current year, the cost of steel ranged from $0.40 - $0.45 per pound for product sold in the quarter ended July 31, 2017. In addition to cost increases for raw materials, the Company provided increases in compensation to employees, in part driven by increases in minimum wage levels. These increases were planned for, but the Company also incurred increased worker’s compensation expense.

Selling, general and administrative expenses for the three months ended July 31, 2017 increased by $2,052,000 compared to the same period last year, but decreased as a percentage of sales by 1.3%. The increase in selling, general and administrative expenses was attributable to variable service, variable selling, and variable compensation expenses driven by the increased sales volume. Interest expense increased due to increased levels of borrowing.

For the six months ended July 31, 2017, the Company earned a pre-tax profit of $4,317,000 on net sales of $95,871,000 compared to a pre-tax profit of $3,917,000 on net sales of $82,181,000 in the same period last year. Net sales for the six months ended July 31, 2017 increased by $13,690,000 compared to the same period last year. This increase was primarily the result of growth in volume combined with a modest increase in price. The Company began the year with a backlog of orders that was approximately $1.3 million greater than the prior year. Order rates for the first six months increased by approximately 17% compared to the prior year.

Gross margin as a percentage of sales declined to 36.6% for the six months ended July 31, 2017 compared to 38.7% in the same period last year. Due to the extreme seasonality of our business, second quarter sales represent more than 75% for sales for the first six months. The events articulated above that caused gross margins to decline for the second quarter are consistent with events that impact the first six months. For the first six months, the entire increase in sales was from service intensive project type business, which included larger more complex orders. Sales of products provided by third party manufacturing partners increase by nearly 60% and represented approximately 30% of the growth in sales. Production levels in our factories increased by approximately 7%, but increased compensation and workers compensation costs combined with more complex orders to fill offset manufacturing efficiencies from the increased production volume.

Selling, general and administrative expenses for the six months ended July 31, 2017 increased by approximately $2,835,000 compared to the same period last year but decreased as a percentage of sales by 1.8%. The increase in selling, general and

administrative expenses was attributable to variable service, variable selling, and variable compensation expenses driven by the increased sales volume. In addition, the Company held a national sales meeting in the first quarter of the year which impacted first quarter spending. No comparable meeting was held in the prior year. Interest expense increased due to increased levels of borrowing.

Income tax expense for the second quarter and six months ended July 31, 2017 is not comparable to the prior year. The Company had a valuation allowance against deferred tax assets at July 31, 2016. This valuation allowance was substantially reversed in the third quarter of the prior year. The second quarter and six months ended July 31, 2017 reflect a normalized income tax rate.

Liquidity and Capital Resources

As discussed in the Company's Form 10-K, approximately 50% of the Company's annual sales volume is shipped in June through August. The Company traditionally builds 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. Accounts receivable increased by $30,286,000 from January 31, 2017 to July 31, 2017. This compares to prior year when accounts receivable grew by $23,906,000 during the same period. The accounts receivable balance was $6,366,000 higher at July 31, 2017 than at July 31, 2016 due to increased sales.

For the first six months, the Company increased inventory by approximately $15,172,000 at July 31, 2017 compared to January 31, 2017. This compares to an increase of $17,268,000 during the same period last year. Inventory at July 31, 2017 was $1,010,000 less than the prior year. The increase in accounts receivable and inventory at July 31, 2017 compared to the January 31, 2017, was financed in part by vendor credit, which naturally increases with increased second quarter business activity, and through the Company's credit facility with PNC Bank.

Interest expense for the six months ended July 31, 2017 is slightly higher the same period last year. Borrowings under the Company's revolving line of credit with PNC Bank at July 31, 2017 is flat compared to the borrowings at July 31, 2016.

Capital spending for the six months ended July 31, 2017 was $3,891,000 compared to $1,935,000 for the same period last year. The increase is anticipated to continue for the year as the Company is investing more in factory automation and technology. Capital expenditures are being financed through the Company's credit facility with PNC Bank and operating cash flow.

Subsequent to July 31, 2017, the Company purchased a manufacturing plant in Conway, Arkansas. The Company has been operating a component fabrication operation in this building since 1998 under a series of 10 year leases. The current lease would have expired in March 2018. The Company purchased the building for $7,200,000 with Virco making a 20% down payment and the owner providing financing for 20 years at 4%. Upon purchase of the building, annual depreciation expense for the building is anticipated to be approximately $300,000 per year less than current rent expense. Annual debt service payments are anticipated to be approximately $300,000 per year less than current rent expense.

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 are outlined in its Form 10-K for the fiscal year ended January 31, 2017. There have been no changes in the quarter ended July 31, 2017.

Forward-Looking Statements

From time to time, including in this Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2017, 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, especially steel, 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, 2017 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

Not applicable.

Item 4. Controls and Procedures

Disclosure 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 July 31, 2017. 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.

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 in our Annual Report on Form 10-K for the fiscal year ended January 31, 2017, which was filed with the SEC on April 25, 2017. 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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit 10.21 — Sixteenth Amendment to Revolving Credit and Security Agreement, dated as of August 7, 2017, by and among Virco Mfg. Corporation and Virco, Inc., as borrowers, and PNC Bank, National Association, as the lender and administrative agent.

Exhibit 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.

Exhibit 31.2 — Certification of Robert E. Dose, 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.

Exhibit 32.1 — Certification 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.

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: September 14, 2017	By:	/s/ Robert E. Dose
		Robert E. Dose
		Vice President — Finance
		(Principal Financial Officer)

Exhibit 10.21

SIXTEENTH AMENDMENT TO REVOLVING

CREDIT AND SECURITY AGREEMENT

This SIXTEENTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “ Amendment ”) is entered into as of August 7, 2017 by and among VIRCO MFG. CORPORATION, a Delaware corporation (“ VMC ”), VIRCO INC., a Delaware corporation (“ Virco ”, and together with VMC, “ Borrowers ” and, each individually, a “ Borrower ”), the financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (collectively, “ Lenders ”), and PNC BANK, NATIONAL ASSOCIATION (“ PNC ”), as administrative agent for Lenders (PNC, in such capacity, “ Agent ”), with respect to the following:

RECITALS

WHEREAS , Borrowers, Lenders and Agent have previously entered into that certain Revolving Credit and Security Agreement, dated as of December 22, 2011 (as amended, restated or otherwise modified from time to time, the “ Credit Agreement ”).

WHEREAS , Borrowers have advised Lenders and Agent that VMC intends to purchase the Conway Property (as defined below) in an aggregate purchase price of Seven Million Two Hundred Thousand Dollars ($7,200,000), of which Five Million Seven Hundred Sixty Thousand Dollars ($5,760,000) will be evidenced by the Conway Seller Note (as defined below) and the Conway Mortgage (as defined below) (more fully described below as the “ Conway Transaction ”).

WHEREAS , the Conway Transaction will constitute Events of Default under Section 10.3(a) of the Credit Agreement, as such transaction is prohibited under Sections 7.1(a) , 7.2 , 7.8 and 7.17 of the Credit Agreement.

WHEREAS , as a result of such potential Events of Default, the Borrowers have requested that Lenders and Agent (a) consent to the acquisition, (b) permit the Borrowers to incur the additional indebtedness and (c) amend the Credit Agreement in certain respects, which Lenders and Agent are willing to do on the terms and subject to the conditions contained in this Amendment.

NOW, THEREFORE , in consideration of the mutual conditions and agreements set forth in the Credit Agreement, the Loan Documents and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENTS

A. Definitions Incorporated . Initially capitalized terms used but not otherwise defined in this Amendment have the respective meanings set forth in the Credit Agreement, as amended hereby.

B. Recitals . The Recitals above are incorporated herein as though set forth in full and the Borrowers stipulate to the accuracy of each of the Recitals.

C. Amendments to the Credit Agreement . The Credit Agreement is hereby amended as follows:

1. Amendments to Section 1.2 of the Credit Agreement . Section 1.2 of the Credit Agreement is hereby amended as follows:

(a) The following new definitions are hereby added to Section 1.2 of the Credit Agreement in proper alphabetical order to read as follows:

‘“ Conway Indebtedness ’ means the Indebtedness of VMC in favor of Sharon Davis, Trustee of The Dewayne Davis Children’s Trust, u/a dated August 1, 1988, in an aggregate original principal amount of $5,760,000, as evidenced by the Conway Seller Note.”

‘“ Conway Mortgage ’ means the mortgage dated August 7, 2017, by VMC, as the Mortgagor in favor

of Sharon Davis, Trustee of The Dewayne Davis Children’s Trust, u/a dated August 1, 1988, as the Mortgagee.”

‘“ Conway Mortgagee Waiver Agreement ’ means the Mortgagee Waiver Agreement dated August 7, 2017 by and between Sharon Davis, Trustee of The Dewayne Davis Children’s Trust, u/a dated August 1, 1988 and PNC.”

‘“ Conway Property ’ means the Real Property located at 1655 Amity Road, Conway, Arkansas 72034.”

‘“ Conway Seller Note ’ means that certain promissory note made by VMC to Sharon Davis, Trustee of The Dewayne Davis Children’s Trust, u/a dated August 1, 1988, dated August 7, 2017 in the original principal amount of $5,760,000.”

‘“ Conway Transaction ’ means the acquisition by VMC of the Conway Real Property, with an aggregate purchase price of Seven Million Two Hundred Thousand Dollars ($7,200,000), of which Five Million Seven Hundred Sixty Thousand Dollars ($5,760,000) will be evidenced by the Conway Seller Note.”

“ Conway Transaction Documents ’ means the (a) Conway Mortgage, (b) Conway Mortgagee Waiver Agreement, and (c) Conway Seller Note.”

‘“ Sixteenth Amendment ’ means the Sixteenth Amendment to Revolving Credit and Security Agreement dated as of August 7, 2017 among Borrowers, the Lenders party thereto and Agent.”

(b) The definition of “ Leasehold Interests ” in Section 1.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

‘“Leasehold Interests’ means all of each Credit Party’s right, title and interest in and to the premise located at 2027 Harpers Way, Torrance, CA 90501.”

(c) The definition of “ Permitted Encumbrances ” in Section 1.2 of the Credit Agreement is hereby amended as follows (i) clauses (r) and (s) are amended and restated in their entirety, and (ii) a new clause (t) is added to read in its entirety as follows:

“(r) Liens disclosed on Schedule 1.2 ; provided that such Liens shall secure only those obligations which they secure on the Closing Date and shall not subsequently apply to any other property or assets of any Credit Party,

(s) other Liens securing amounts not exceeding $250,000 in the aggregate at any one time and which (i) are incidental to the conduct of a Credit Party’s business or the ownership of its property and assets, (ii) were not incurred in connection with the incurrence of Funded Debt , (iii) do not constitute blanket liens on the assets of any Credit Party and (iv) do not materially impair the use of such assets in the operation of any Credit Party’s business, and

(t) the Conway Mortgage, subject to the Conway Mortgagee Waiver Agreement.”

For the avoidance of doubt, except as amended under this Section 1(c) , the definition of “Permitted Encumbrances” in Section 1.2 of the Credit Agreement remains in full force and effect.

2. Amendment to Section 7.1(a) of the Credit Agreement . Section 7.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it, except for (i) any merger, consolidation or reorganization between the Credit Parties, provided that any Borrower must be the surviving entity of any such merger, consolidation or reorganization to which it is a party, (ii) any merger, consolidation or reorganization

between a Credit Party and Subsidiaries of such Credit Party that are not Credit Parties so long as such Credit Party is the surviving entity of any such merger or (iii) the Conway Transaction pursuant and subject to the Conway Transaction Documents.”

For the avoidance of doubt, except as amended under this Section 2 , Section 7.1 of the Credit Agreement remains in full force and effect.

3. Amendment to Section 7.8 of the Credit Agreement . Section 7.8 of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing after clause (i) and inserting a semi-colon (“;”), (ii) deleting the period (“.”) appearing after clause (j) and substituting the word “and” in lieu thereof, and (iii) adding a new clause (k) to read in its entirety as follows:

“(k) the Conway Indebtedness.”

For the avoidance of doubt, except as amended under this Section 3 , Section 7.8 of the Credit Agreement remains in full force and effect.

4. Amendment to Section 7.17 of the Credit Agreement . Section 7.17 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ 7.17 Prepayment of Funded Debt . At any time, directly or indirectly, prepay any Funded Debt (other than the Obligations), or repurchase, redeem, retire or otherwise acquire any Funded Debt of any Credit Party, in an amount not in excess of $150,000 in the aggregate in any fiscal year of the Borrowers. Notwithstanding the foregoing, payments of principal and interest may be made by VMC on the Conway Indebtedness in consecutive monthly installments of $34,904.47, beginning August 2017 as set forth in the Conway Seller Note.”

5. Amendment to Section 7.22 of the Credit Agreement . Section 7.22 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ 7.22 Leases . Enter as lessee into any lease arrangement for real or personal property (unless capitalized and permitted under Section 7.6 ) if after giving effect thereto, aggregate annual rental payments for all leased property would exceed $10,000,000 in any one fiscal year in the aggregate for all Borrowers.”

6. Amendment to Schedule 4.19 of the Credit Agreement . Schedule 4.19 of the Credit Agreement is hereby amended and restated in its entirety as set forth on Annex A attached hereto.

7. Amendment to Notice Address for Agent . The Notice Address for Agent set forth on Schedule A of the Credit Agreement is hereby amended by deleting Agent’s notice address in its entirety and replacing such address with the following:

“ Notice Address for Agent :

PNC Bank, National Association

350 South Grand Avenue, Suite 3850

Los Angeles, California 90071

Attention: Relationship Manager (Virco Mfg. Corporation)

Telephone: (626) 432-7546

Facsimile: (626) 432-4589.”

D. Conditions Precedent . The obligations of Agent and Lenders hereunder, and this Amendment, will be effective on the date (the “ Sixteenth Amendment Effective Date ”) of satisfaction of each of the following conditions precedent, each in a manner in form and substance acceptable to Agent:

1. Amendment . Borrowers shall have delivered to Agent an executed original of this Amendment;

2. Conway Transaction Documents . Borrowers shall have delivered to Agent fully executed copies of the Conway Transaction Documents, including an original copy of the Conway Mortgagee Waiver Agreement;

3. Conway Escrow Instructions . Borrowers shall have delivered to Agent a copy of the escrow instructions and a preliminary title report, generated by the escrow governing VMC’s purchase of the Conway Property;

4. Conway Environmental Reports; Flood Certifications . Agent shall have confirmed receipt of all environmental studies and reports prepared by independent engineering firms with respect to the Conway Property, including, Phase I environmental assessments and satisfactory flood certification;

5. Representations and Warranties . The representations and warranties contained herein and in the Credit Agreement shall be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date, in which case each such representation and warranty shall be true and correct in all material respects as of such specific date;

6. No Default . After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; and

7. Other . All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated hereby shall be satisfactory in form and substance to Agent and its counsel.

E. Representations and Warranties . To induce Lenders and Agent to enter into this Amendment, each Borrower represents and warrants to Lenders and Agent as of the date hereof as follows:

1. Such Borrower has full power, authority and legal right to enter into this Amendment and to perform all its respective Obligations hereunder. This Amendment has been duly executed and delivered by such Borrower and the Credit Agreement, as amended by this Amendment constitutes the legal, valid and binding obligation of such Borrower enforceable in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Amendment (i) are within such Borrower’s powers, have been duly authorized by all necessary company action, are not in contravention of law or the terms of such Borrower’s by-laws, certificate of incorporation, or other applicable documents relating to such Borrower’s formation or to the conduct of such Borrower’s business or of any material agreement or undertaking to which such Borrower is a party or by which such Borrower is bound, (ii) will not conflict with or violate any law or regulation, or any judgment, order, writ, injunction or decree of any court or Governmental Body, (iii) will not require the Consent of any Governmental Body or any other Person, except those Consents which will have been duly obtained, made or compiled prior to date hereof and which are in full force and effect, and (iv) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Borrower under the provisions of any material agreement, charter document, instrument, by-law or other instrument to which such Borrower is a party or by which it or its property is a party or by which it may be bound.

2. After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement are true and correct in all material respects except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case each such representation and warranty is true and correct in all material respects as of such specific date, and no Default or Event of Default has occurred and is continuing.

F. Reaffirmation . Except as specifically modified by this Amendment, the Credit Agreement and the other Loan Documents remain in full force and effect in accordance with their respective terms and are hereby ratified, reaffirmed and confirmed by Borrowers.

G. Events of Default . Any failure to comply with the terms of this Amendment will constitute an Event of Default under the Credit Agreement.

H. Integration . This Amendment, together with the Credit Agreement and the Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

I. Severability . If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

J. Submission of Amendment . The submission of this Amendment to the parties or their agents or attorneys for review or signature does not constitute a commitment by Agent or Lenders to amend or otherwise modify any of the provisions of the Credit Agreement and this Amendment shall have no binding force or effect until the Sixteenth Amendment Effective Date.

K. Counterparts; Facsimile Signatures . This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile

transmission shall be deemed to be an original signature hereto.

L. Governing Law . This Amendment is a Loan Document and is governed by the Applicable Law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance on, among other things, Section 5-1401 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other Applicable Law.

M. Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of Borrowers, Lenders, Agent, and all future holders of the Obligations and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights or obligations under this Amendment without the prior written consent of Agent.

N. Attorneys’ Fees; Costs . Borrowers agree to promptly pay, upon written demand, all reasonable and documented attorneys’ fees and costs incurred in connection with the negotiation, documentation and execution of this Amendment. If any legal action or proceeding shall be commenced at any time by any party to this Amendment in connection with its interpretation or enforcement, the prevailing party or parties in such action or proceeding shall be entitled to reimbursement of its reasonable attorneys’ fees and costs in connection therewith, in addition to all other relief to which the prevailing party or parties may be entitled.

O. Jury Trial Waiver . To the extent not prohibited by applicable law, each party to this Amendment hereby expressly waives any right to trial by jury of any claim, demand, action, or cause of action 1. arising under this Amendment or any other instrument, document, or agreement executed or delivered in connection herewith, or 2. in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to this Amendment or any other instrument, document, or agreement executed or delivered in connection herewith, or the transactions related hereto or thereto in each case whether now existing or hereafter arising, and whether sounding in contract or tort or otherwise and each party hereto hereby consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury, and that any party to this Amendment may file an original counterpart or a copy of this Section with any court as written evidence of the consents of the parties hereto to the waiver of their right to trial by jury. Without limiting the applicability of any other provision of the Credit Agreement, the terms of Article XII of the Credit Agreement, INCLUDING WITHOUT LIMITATION SECTION 12.3 , shall apply to this Amendment.

P. Total Agreement . This Amendment, the Credit Agreement, and the other Loan Documents contain the entire understanding among Borrowers, Lenders and Agent and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. Any promises, representations, warranties, or guarantees not herein contained and hereinafter made have no force and effect unless in writing, signed by Borrowers’ and Agent’s respective officers. Neither this Amendment nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled, or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged. Each Borrower acknowledges that it has been advised by counsel in connection with the execution of this Amendment and the other Loan Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Amendment.

[Remainder of Page Intentionally Left Blank]

Signature Page to Sixteenth Amendment to Revolving Credit and Security Agreement [Virco]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above.

VIRCO MFG. CORPORATION,

a Delaware corporation, as a Borrower

By:


Name:	Robert E. Dose


Title:	Senior Vice President-Finance

VIRCO INC.,

a Delaware corporation, as a Borrower

By:


Name:	Robert E. Dose


Title:	Senior Vice President-Finance

Signature Page to Sixteenth Amendment to Revolving Credit and Security Agreement [Virco]

PNC BANK, NATIONAL ASSOCIATION,

as Lender and as Agent

By:


Name:	Jeanette Vandenbergh

Title: Senior Vice President

Annex A

Schedule 4.19

Real Property



Property Location	Owned/Leased
2027 Harpers Way Torrance, CA 90501	Leased
1701 Sturgis Road Conway, AR 72034	Owned
1265 Bruce Street Conway, AR 72034	Owned
1655 Amity Road Conway, AR 72034	Owned

Exhibit 31.1

CERTIFICATIONS

I, Robert A. Virtue, certify that:

1. I have reviewed this Form 10-Q of Virco Mfg. Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(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

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(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.



	/s/ Robert A. Virtue
	Robert A. Virtue
Date: September 14, 2017	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Robert E. Dose, certify that:

1. I have reviewed this Form 10-Q of Virco Mfg. Corporation;

(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.



	/s/ Robert E. Dose
	Robert E. Dose
Date: September 14, 2017	Vice President — Finance, Secretary and Treasurer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in his capacity as an officer of Virco Mfg. Corporation (the “Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his own knowledge:


•	The Quarterly Report of the Company on Form 10-Q for the period ended July 31, 2017, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and


•	The information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: September 14, 2017

/s/ Robert A. Virtue

Robert A. Virtue

Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

/s/ Robert E. Dose

Robert E. Dose

Vice President — Finance, Secretary and Treasurer

(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to Virco Mfg. Corporation and will be retained by Virco Mfg. Corporation and furnished to the Securities and Exchange Commission or its staff upon request.