|
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þ
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Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
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DELAWARE
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95-1613718
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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2027 Harpers Way, Torrance, California
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|
90501
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
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Name of each exchange on which registered:
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Common Stock, $0.01 Par Value
|
|
The NASDAQ Stock Market LLC
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
þ
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Smaller reporting company
þ
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Emerging growth company
¨
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Page Numbers
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Name
|
|
Office
|
|
Age at
January 31, 2019
|
|
Has Held
Office Since
|
Robert A. Virtue (1)
|
|
Chairman of the Board and Chief Executive Officer
|
|
86
|
|
1990
|
Douglas A. Virtue (2)
|
|
President
|
|
60
|
|
2014
|
Robert E. Dose (3)
|
|
Senior Vice President - Chief Financial Officer, Secretary and Treasurer
|
|
62
|
|
1995
|
(1)
|
Appointed Chairman in 1990; has been employed by the Company for 62 years and served as the President from 1982 until 2014 and Chief Executive Officer since 1988.
|
|
(2)
|
Appointed President in 2014; has been employed by the Company for 33 years and has served in Production Control, as Contract Administrator, as Manager of Marketing Services, as General Manager of the Torrance Division, as Corporate Executive Vice President and currently as President.
|
|
(3)
|
Appointed in 1995; has been employed by the Company for 28 years and has served as the Corporate Controller, and currently as Senior Vice President of Finance, Secretary and Treasurer.
|
•
|
actual or anticipated fluctuations in our operating results or future prospects;
|
•
|
our announcements or our competitors’ announcements of new products;
|
•
|
the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
|
•
|
strategic actions by us or our competitors, such as acquisitions or restructurings;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
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changes in our growth rates or our competitors’ growth rates;
|
•
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our inability to raise additional capital;
|
•
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conditions of the school furniture industry as a result of changes in funding or general economic conditions, including those resulting from war, incidents of terrorism and responses to such events; and
|
•
|
changes in stock market analyst recommendations or earnings estimates regarding our common stock, other comparable companies or the education furniture industry generally.
|
|
2019
|
|
2018
|
|
Employee Plan
|
3.75%
|
|
3.75%
|
|
VIP Plan
|
4.00%
|
|
4.00%
|
|
|
Page Numbers
|
|
January 31,
|
||||||
2019
|
|
2018
|
|||||
(In thousands, except share and par value data)
|
|||||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
$
|
738
|
|
|
$
|
534
|
|
Trade accounts receivables (net of allowance for doubtful accounts of $200 at January 31, 2019 and 2018)
|
13,253
|
|
|
11,385
|
|
||
Other receivables
|
40
|
|
|
29
|
|
||
Income tax receivable
|
175
|
|
|
171
|
|
||
Inventories, net
|
47,289
|
|
|
42,057
|
|
||
Prepaid expenses and other current assets
|
1,616
|
|
|
1,537
|
|
||
Total current assets
|
63,111
|
|
|
55,713
|
|
||
Property, plant and equipment
|
|
|
|
||||
Land
|
3,731
|
|
|
3,731
|
|
||
Land improvements
|
688
|
|
|
688
|
|
||
Buildings and building improvements
|
51,176
|
|
|
51,176
|
|
||
Machinery and equipment
|
108,253
|
|
|
103,015
|
|
||
Leasehold improvements
|
830
|
|
|
809
|
|
||
Total property, plant and equipment
|
164,678
|
|
|
159,419
|
|
||
Less accumulated depreciation and amortization
|
122,758
|
|
|
116,977
|
|
||
Net property, plant and equipment
|
41,920
|
|
|
42,442
|
|
||
Deferred income tax assets, net
|
9,598
|
|
|
10,093
|
|
||
Other assets
|
8,484
|
|
|
8,375
|
|
||
Total assets
|
$
|
123,113
|
|
|
$
|
116,623
|
|
|
January 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except share and par value data)
|
||||||
Liabilities
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
17,760
|
|
|
$
|
14,106
|
|
Accrued compensation and employee benefits
|
4,568
|
|
|
4,779
|
|
||
Current portion of long-term debt
|
5,504
|
|
|
4,681
|
|
||
Other accrued liabilities
|
4,293
|
|
|
4,157
|
|
||
Total current liabilities
|
32,125
|
|
|
27,723
|
|
||
Non-current liabilities
|
|
|
|
||||
Accrued self-insurance
|
1,190
|
|
|
1,425
|
|
||
Accrued retirement benefits
|
14,487
|
|
|
14,664
|
|
||
Income tax payable
|
45
|
|
|
44
|
|
||
Long-term debt, less current portion
|
15,910
|
|
|
12,000
|
|
||
Other long-term liabilities
|
2,329
|
|
|
2,055
|
|
||
Total non-current liabilities
|
33,961
|
|
|
30,188
|
|
||
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 15,541,956 shares in 2019 and 15,357,457 shares in 2018
|
155
|
|
|
154
|
|
||
Additional paid-in capital
|
118,106
|
|
|
117,465
|
|
||
Accumulated deficit
|
(52,192
|
)
|
|
(49,648
|
)
|
||
Accumulated other comprehensive loss
|
(9,042
|
)
|
|
(9,259
|
)
|
||
Total stockholders’ equity
|
57,027
|
|
|
58,712
|
|
||
Total liabilities and stockholders’ equity
|
$
|
123,113
|
|
|
$
|
116,623
|
|
|
Year ended January 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except per share data)
|
||||||
Net sales
|
$
|
200,716
|
|
|
$
|
189,287
|
|
Costs of goods sold
|
133,635
|
|
|
123,816
|
|
||
Gross profit
|
67,081
|
|
|
65,471
|
|
||
Selling, general and administrative expenses
|
64,751
|
|
|
60,347
|
|
||
Gain on sale of property, plant & equipment
|
(1
|
)
|
|
(16
|
)
|
||
Operating income
|
2,331
|
|
|
5,140
|
|
||
Pension expense
|
1,257
|
|
|
1,181
|
|
||
Interest expense, net
|
2,191
|
|
|
1,545
|
|
||
(Loss) income before income taxes
|
(1,117
|
)
|
|
2,414
|
|
||
Income tax expense
|
497
|
|
|
5,623
|
|
||
Net loss
|
$
|
(1,614
|
)
|
|
$
|
(3,209
|
)
|
|
|
|
|
||||
Net loss per common share:
|
|
|
|
||||
Basic
|
$
|
(0.10
|
)
|
|
$
|
(0.21
|
)
|
Diluted
|
$
|
(0.10
|
)
|
|
$
|
(0.21
|
)
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
15,421
|
|
|
15,244
|
|
||
Diluted
|
15,421
|
|
|
15,244
|
|
|
Years ended January 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net loss
|
$
|
(1,614
|
)
|
|
$
|
(3,209
|
)
|
Other comprehensive loss:
|
|
|
|
||||
Pension adjustments (net of tax $76 and $1,267 in 2019 and 2018, respectively)
|
217
|
|
|
2,135
|
|
||
Comprehensive loss
|
$
|
(1,397
|
)
|
|
$
|
(1,074
|
)
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
In thousands, except share data
|
Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Stockholder's Equity
|
|||||||||||
Balance at February 1, 2017
|
15,179,664
|
|
|
$
|
152
|
|
|
$
|
116,976
|
|
|
$
|
(46,380
|
)
|
|
$
|
(11,394
|
)
|
|
$
|
59,354
|
|
Beginning balance adjustment to retained earnings as a result of the adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
171
|
|
|||||
Net loss
|
—
|
|
|
|
|
|
|
(3,209
|
)
|
|
—
|
|
|
(3,209
|
)
|
|||||||
Pension adjustments, net of tax effect of $1,267
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,135
|
|
|
2,135
|
|
|||||
Cash dividends
|
|
|
|
|
—
|
|
|
(230
|
)
|
|
|
|
(230
|
)
|
||||||||
Shares vested
|
177,793
|
|
|
2
|
|
|
(341
|
)
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
|||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
830
|
|
|
—
|
|
|
—
|
|
|
830
|
|
|||||
Balance at January 31, 2018
|
15,357,457
|
|
|
$
|
154
|
|
|
$
|
117,465
|
|
|
$
|
(49,648
|
)
|
|
$
|
(9,259
|
)
|
|
$
|
58,712
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,614
|
)
|
|
—
|
|
|
(1,614
|
)
|
|||||
Pension adjustments, net of tax effect of $ 76
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217
|
|
|
217
|
|
|||||
Cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(930
|
)
|
|
—
|
|
|
(930
|
)
|
|||||
Shares vested
|
184,499
|
|
|
1
|
|
|
(267
|
)
|
|
—
|
|
|
—
|
|
|
(266
|
)
|
|||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
908
|
|
|
—
|
|
|
—
|
|
|
908
|
|
|||||
Balance at January 31, 2019
|
15,541,956
|
|
|
$
|
155
|
|
|
$
|
118,106
|
|
|
$
|
(52,192
|
)
|
|
$
|
(9,042
|
)
|
|
$
|
57,027
|
|
|
Year Ended January 31,
|
||||||
2019
|
|
2018
|
|||||
|
(In thousands)
|
||||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(1,614
|
)
|
|
$
|
(3,209
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
5,791
|
|
|
5,466
|
|
||
(Decrease) increase in provision for doubtful accounts
|
(3
|
)
|
|
55
|
|
||
Gain on sale of property, plant and equipment
|
(1
|
)
|
|
(16
|
)
|
||
Deferred income taxes
|
419
|
|
|
5,821
|
|
||
Stock-based compensation
|
908
|
|
|
830
|
|
||
Defined benefit plan, recognized net loss due to settlements
|
538
|
|
|
—
|
|
||
Amortization of net actuarial loss for pension plans
|
795
|
|
|
955
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade accounts receivable
|
(1,868
|
)
|
|
(1,470
|
)
|
||
Other receivables
|
(10
|
)
|
|
181
|
|
||
Inventories
|
(5,232
|
)
|
|
(6,368
|
)
|
||
Income taxes
|
(3
|
)
|
|
112
|
|
||
Prepaid expenses and other current assets
|
(79
|
)
|
|
73
|
|
||
Accounts payable and accrued liabilities
|
2,722
|
|
|
(748
|
)
|
||
Net cash provided by operating activities
|
2,363
|
|
|
1,682
|
|
||
Investing activities
|
|
|
|
||||
Capital expenditures
|
(5,395
|
)
|
|
(6,208
|
)
|
||
Purchase of manufacturing facility
|
—
|
|
|
(7,200
|
)
|
||
Proceeds from sale of property, plant and equipment
|
3
|
|
|
22
|
|
||
Proceeds for life insurance
|
5
|
|
|
119
|
|
||
Investments in life insurance
|
(61
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(5,448
|
)
|
|
(13,267
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from long-term debt
|
54,711
|
|
|
36,742
|
|
||
Repayment of long-term debt
|
(49,978
|
)
|
|
(25,072
|
)
|
||
Tax withholding payments on share-based compensation
|
(265
|
)
|
|
(339
|
)
|
||
Payment on deferred financing costs
|
(249
|
)
|
|
—
|
|
||
Cash dividend paid
|
(930
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
3,289
|
|
|
11,331
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash
|
204
|
|
|
(254
|
)
|
||
Cash at beginning of year
|
534
|
|
|
788
|
|
||
Cash at end of year
|
$
|
738
|
|
|
$
|
534
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information
|
|
|
|
||||
Cash paid during the year for:
|
|
|
|
||||
Interest
|
$
|
2,191
|
|
|
$
|
1,545
|
|
Income tax, net of refunds
|
96
|
|
|
46
|
|
|
|
2019
|
|
2018
|
||||
Finished goods
|
|
$
|
15,908
|
|
|
$
|
13,054
|
|
Work In Process
|
|
18,820
|
|
|
16,627
|
|
||
Raw materials
|
|
12,561
|
|
|
12,376
|
|
||
Inventories, net
|
|
$
|
47,289
|
|
|
$
|
42,057
|
|
Land improvements
|
5 to 25 years
|
Buildings and building improvements
|
5 to 40 years
|
Machinery and equipment
|
3 to 10 years
|
Leasehold improvements
|
shorter of lease or useful life
|
|
January 31,
|
||||||
|
2019
|
|
2018
|
||||
Balance at beginning of period
|
$
|
170,000
|
|
|
$
|
590,000
|
|
Decrease in obligation
|
—
|
|
|
(425,000
|
)
|
||
Accretion expense
|
9,000
|
|
|
5,000
|
|
||
Balance at end of period
|
$
|
179,000
|
|
|
$
|
170,000
|
|
|
|
January 31,
|
||||||
In thousands, except per share data
|
|
2019
|
|
2018
|
||||
Numerator
|
|
|
|
|
||||
Net loss
|
|
$
|
(1,614
|
)
|
|
$
|
(3,209
|
)
|
Denominator
|
|
|
|
|
||||
Weighted-average shares — basic
|
|
15,421
|
|
|
15,244
|
|
||
Dilutive effect of common stock equivalents from equity incentive plans
|
|
—
|
|
|
—
|
|
||
Weighted-average shares — diluted (a)
|
|
15,421
|
|
|
15,244
|
|
||
Net loss per common share
|
|
|
|
|
||||
Basic
|
|
$
|
(0.10
|
)
|
|
$
|
(0.21
|
)
|
Diluted
|
|
(0.10
|
)
|
|
(0.21
|
)
|
|
|
January 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Balance as of beginning of year
|
|
$
|
(9,259
|
)
|
|
$
|
(11,394
|
)
|
|
|
|
|
|
||||
Other comprehensive (loss) income before reclassifications
|
|
(1,116
|
)
|
|
1,180
|
|
||
Amounts reclassified from AOCI
|
|
1,333
|
|
|
955
|
|
||
Net current period other comprehensive income
|
|
217
|
|
|
2,135
|
|
||
|
|
|
|
|
||||
Balance as of end of year
|
|
$
|
(9,042
|
)
|
|
$
|
(9,259
|
)
|
|
|
|
|
|
|
|
January 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Revolving credit line
|
|
$
|
14,858
|
|
|
$
|
10,059
|
|
Other
|
|
6,556
|
|
|
6,622
|
|
||
Total debt
|
|
21,414
|
|
|
16,681
|
|
||
Less current portion
|
|
5,504
|
|
|
4,681
|
|
||
Non-current portion
|
|
$
|
15,910
|
|
|
$
|
12,000
|
|
|
Combined Employee Retirement Plans
|
|
||||||
1/31/2019
|
|
1/31/2018
|
|
|||||
Change in Benefit Obligation
|
||||||||
Benefit obligation at beg. of year
|
$
|
40,181
|
|
|
$
|
39,761
|
|
|
Service cost
|
—
|
|
|
—
|
|
|
||
Interest cost
|
1,459
|
|
|
1,593
|
|
|
||
Participant contributions
|
—
|
|
|
—
|
|
|
||
Amendments
|
—
|
|
|
—
|
|
|
||
Actuarial (gains) losses
|
(2,044
|
)
|
|
930
|
|
|
||
Plan settlement
|
(2,176
|
)
|
|
—
|
|
|
||
Benefits paid
|
(1,121
|
)
|
|
(2,103
|
)
|
|
||
Benefit obligation at end of year
|
$
|
36,299
|
|
|
$
|
40,181
|
|
|
Change in Plan Assets
|
|
|
|
|
||||
Fair value at beg. of year
|
$
|
27,259
|
|
|
$
|
22,911
|
|
|
Actual return on plan assets
|
(1,557
|
)
|
|
4,726
|
|
|
||
Company contributions
|
1,122
|
|
|
1,725
|
|
|
||
Settlements
|
(2,176
|
)
|
|
—
|
|
|
||
Benefits paid
|
(1,121
|
)
|
|
(2,103
|
)
|
|
||
Fair value at end of year
|
$
|
23,527
|
|
|
$
|
27,259
|
|
|
Funded Status
|
|
|
|
|
||||
Unfunded status of the plan
|
$
|
(12,772
|
)
|
|
$
|
(12,922
|
)
|
|
Amounts Recognized in Statement of Financial Position
|
|
|
|
|
||||
Current liabilities
|
$
|
(322
|
)
|
|
$
|
(346
|
)
|
|
Non-current liabilities
|
(12,450
|
)
|
|
(12,576
|
)
|
|
||
Accrued benefit cost
|
$
|
(12,772
|
)
|
|
$
|
(12,922
|
)
|
|
Amounts Recognized in Statement of Financial Position and Operations
|
|
|
|
|
||||
Accrued benefit liability
|
(12,772
|
)
|
|
(12,922
|
)
|
|
||
Accumulated other comp. loss (gain)
|
8,319
|
|
|
8,612
|
|
|
||
Net amount recognized
|
$
|
(4,453
|
)
|
|
$
|
(4,310
|
)
|
|
Items not yet Recognized as a Component of Net Periodic Pension Expense, Included in AOCI
|
|
|
|
|
||||
Unrecognized net actuarial loss (gain)
|
$
|
8,319
|
|
|
$
|
8,612
|
|
|
Unamortized prior service costs
|
—
|
|
|
—
|
|
|
||
Net initial asset recognition
|
—
|
|
|
—
|
|
|
||
|
$
|
8,319
|
|
|
$
|
8,612
|
|
|
|
1/31/2019
|
|
1/31/2018
|
||||
Level 1 Measurement
|
|
|
|
||||
Cash & Cash Equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Common Stock
|
9,345
|
|
|
9,701
|
|
||
PNC Govt Money Fund
|
630
|
|
|
1,030
|
|
||
Vanguard Total Bond
|
—
|
|
|
—
|
|
||
Ishares Credit Bond ETF
|
—
|
|
|
340
|
|
||
Vanguard INTM Term Investment
|
283
|
|
|
702
|
|
||
Vanguard LT Investment
|
1,304
|
|
|
1,973
|
|
||
Ishares Russell 2000
|
1,672
|
|
|
2,047
|
|
||
Ishares Russell MID-CAP
|
1,890
|
|
|
2,129
|
|
||
Ishares Emerging Markets
|
1,130
|
|
|
1,338
|
|
||
Ishares MCSI RAFE
|
1,534
|
|
|
1,838
|
|
||
Ishares S&P Index
|
2,895
|
|
|
4,825
|
|
||
Vanguard INTM Term Treasury
|
281
|
|
|
—
|
|
||
Vanguard LT Treasury
|
1,279
|
|
|
—
|
|
||
Total Level 1 Investments
|
$
|
22,243
|
|
|
$
|
25,923
|
|
|
|
|
|
|
1/31/2019
|
|
1/31/2018
|
||||
Liability beginning of year
|
$
|
2,088,000
|
|
|
$
|
2,184,000
|
|
Accretion expense
|
49,000
|
|
|
54,000
|
|
||
Death benefits paid
|
(100,000
|
)
|
|
(150,000
|
)
|
||
Liability end of year
|
$
|
2,037,000
|
|
|
$
|
2,088,000
|
|
|
|
2019
|
|
2018
|
||||||||||
|
Restricted stock units
|
|
Weighted- Average Exercise Price
|
|
Restricted stock units
|
|
Weighted- Average Exercise Price
|
|||||||
Outstanding at beginning of year
|
|
692,404
|
|
|
$
|
4.25
|
|
|
491,284
|
|
|
$
|
2.46
|
|
Granted
|
|
55,555
|
|
|
4.49
|
|
|
504,404
|
|
|
4.95
|
|
||
Exercised
|
|
(226,804
|
)
|
|
4.63
|
|
|
(259,284
|
)
|
|
4.86
|
|
||
Forfeited
|
|
(20,000
|
)
|
|
4.01
|
|
|
(44,000
|
)
|
|
4.42
|
|
||
Outstanding at end of year
|
|
501,155
|
|
|
4.44
|
|
|
692,404
|
|
|
4.25
|
|
||
Weighted-average fair value of restricted stock units granted during the year
|
|
—
|
|
|
4.49
|
|
|
—
|
|
|
4.95
|
|
|
2019
|
|
2018
|
||||
Statutory
|
$
|
(235
|
)
|
|
$
|
794
|
|
State taxes (net of federal tax)
|
186
|
|
|
341
|
|
||
Change in valuation allowance
|
831
|
|
|
410
|
|
||
State rate adjustment
|
(222
|
)
|
|
(260
|
)
|
||
Change in unrecognized tax benefits
|
1
|
|
|
6
|
|
||
Stock Compensation
|
(46
|
)
|
|
(200
|
)
|
||
Tax cuts and jobs act
|
(15
|
)
|
|
4,438
|
|
||
Expirations of attributes
|
28
|
|
|
143
|
|
||
Other
|
(31
|
)
|
|
(49
|
)
|
||
Income tax expense
|
$
|
497
|
|
|
$
|
5,623
|
|
|
2019
|
|
2018
|
||||
Current
|
|
|
|
||||
Federal
|
$
|
(24
|
)
|
|
$
|
(296
|
)
|
State
|
102
|
|
|
98
|
|
||
|
78
|
|
|
(198
|
)
|
||
Deferred
|
|
|
|
||||
Federal
|
(247
|
)
|
|
5,270
|
|
||
State
|
(165
|
)
|
|
141
|
|
||
|
(412
|
)
|
|
5,411
|
|
||
Change in Valuation Allowance
|
831
|
|
|
410
|
|
||
|
419
|
|
|
5,821
|
|
||
Income tax expense
|
$
|
497
|
|
|
$
|
5,623
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued vacation and sick leave
|
$
|
892
|
|
|
$
|
1,015
|
|
Retirement plans
|
2,748
|
|
|
3,756
|
|
||
Insurance reserves
|
381
|
|
|
451
|
|
||
Warranty
|
182
|
|
|
242
|
|
||
Net operating loss carryforwards
|
5,303
|
|
|
4,722
|
|
||
Inventory
|
1,320
|
|
|
1,085
|
|
||
§ 163 (j) Limitation
|
540
|
|
|
—
|
|
||
Other
|
765
|
|
|
624
|
|
||
|
$
|
12,131
|
|
|
$
|
11,895
|
|
Deferred tax liabilities
|
|
|
|
||||
Tax in excess of book depreciation
|
$
|
(720
|
)
|
|
$
|
(811
|
)
|
Other
|
(57
|
)
|
|
(66
|
)
|
||
|
$
|
(777
|
)
|
|
$
|
(877
|
)
|
Valuation allowance
|
(1,756
|
)
|
|
(925
|
)
|
||
Net long term deferred tax asset
|
$
|
9,598
|
|
|
$
|
10,093
|
|
|
|
|
|
|
2019
|
|
2018
|
||||
Balances as of February 1,
|
$
|
38
|
|
|
$
|
29
|
|
Increases related to prior year tax positions
|
—
|
|
|
2
|
|
||
Decreases related to prior year tax positions
|
(2
|
)
|
|
—
|
|
||
Increases related to current year tax positions
|
8
|
|
|
16
|
|
||
Decreases relating to settlements with taxing authorities
|
—
|
|
|
—
|
|
||
Decreases related to lapsing of statute of limitations
|
(6
|
)
|
|
(9
|
)
|
||
Balance as of January 31,
|
$
|
38
|
|
|
$
|
38
|
|
Year ending January 31,
|
|
||
2020
|
$
|
5,045
|
|
2021
|
4,405
|
|
|
2022
|
5,041
|
|
|
2023
|
5,040
|
|
|
2024
|
5,192
|
|
|
Thereafter
|
6,687
|
|
|
Total minimum lease payments
|
$
|
31,410
|
|
Year ended January 31,
|
|
||
2019
|
$
|
6,006
|
|
2018
|
5,644
|
|
Year ending January 31,
|
|
||
2020
|
$
|
265
|
|
2021
|
265
|
|
|
2022
|
265
|
|
|
2023
|
270
|
|
|
2024
|
275
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
1,340
|
|
Discount to net present value
|
(75
|
)
|
|
|
$
|
1,265
|
|
|
|
2019
|
|
2018
|
||||
Beginning balance
|
|
$
|
925
|
|
|
$
|
1,000
|
|
Provision for current year
|
|
600
|
|
|
760
|
|
||
Provision for (benefits from) prior year
|
|
(555
|
)
|
|
(380
|
)
|
||
Costs incurred
|
|
(270
|
)
|
|
(455
|
)
|
||
Ending balance
|
|
$
|
700
|
|
|
$
|
925
|
|
|
Page numbers
|
Col. A
|
Col. B
Beginning Balance |
|
Col. C
Charged to (Reduced from) Expenses |
|
Col. E
Deductions from Reserves |
|
Col. F
Ending Balance |
||||||||
Allowance for doubtful accounts for the period ended:
|
|
|
|
|
|
|
|
||||||||
January 31, 2019
|
$
|
200
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
200
|
|
January 31, 2018
|
$
|
200
|
|
|
$
|
55
|
|
|
$
|
55
|
|
|
$
|
200
|
|
|
|
|
|
|
|
|
|
||||||||
Product, general, workers’ compensation and automobile liability reserves for the period ended:
|
|
|
|
|
|
|
|
||||||||
January 31, 2019
|
$
|
1,347
|
|
|
$
|
1,357
|
|
|
$
|
1,439
|
|
|
$
|
1,265
|
|
January 31, 2018
|
$
|
1,650
|
|
|
$
|
1,101
|
|
|
$
|
1,404
|
|
|
$
|
1,347
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax valuation allowance for the period ended:
|
|
|
|
|
|
|
|
||||||||
January 31, 2019
|
$
|
925
|
|
|
$
|
831
|
|
|
$
|
—
|
|
|
$
|
1,756
|
|
January 31, 2018
|
$
|
515
|
|
|
$
|
410
|
|
|
$
|
—
|
|
|
$
|
925
|
|
|
|
|
|
|
|
|
|
|
VIRCO MFG. CORPORATION
|
||
|
|
|
|
Date: May 1, 2019
|
By:
|
|
/s/ Robert A. Virtue
|
|
|
|
Robert A. Virtue
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
By:
|
|
/s/ Robert E. Dose
|
|
|
|
Robert E. Dose
|
|
|
|
Sr. Vice President, Finance, Secretary and Treasurer (Principal Financial Officer)
|
|
By:
|
|
/s/ Bassey Yau
|
|
|
|
Bassey Yau
|
|
|
|
Vice President, Accounting, Corporate Controller, Assistant Secretary and Assistant Treasurer (Principal Accounting Officer)
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
||
/s/ Robert A. Virtue
|
|
Chairman of the Board, Chief Executive Officer, Director (Principal Executive Officer)
|
|
May 1, 2019
|
Robert A. Virtue
|
|
|
||
|
|
|
||
/s/ Douglas A. Virtue
|
|
President, Director
|
|
May 1, 2019
|
Douglas A. Virtue
|
|
|
||
|
|
|
||
/s/ Robert E. Dose
|
|
Sr. Vice President, Finance, Secretary and Treasurer (Principal Financial Officer)
|
|
May 1, 2019
|
Robert E. Dose
|
|
|
||
|
|
|
||
/s/ Bassey Yau
|
|
Vice President, Accounting, Corporate Controller, Assistant Secretary and Assistant Treasurer (Principal Accounting Officer)
|
|
May 1, 2019
|
Bassey Yau
|
|
|
||
|
|
|
||
/s/ Alexander L. Cappello
|
|
Director
|
|
May 1, 2019
|
Alexander L. Cappello
|
|
|
|
|
|
|
|
||
/s/ Craig Levra
|
|
Director
|
|
May 1, 2019
|
Craig Levra
|
|
|
|
|
|
|
|
|
|
/s/ Don Rudkin
|
|
Director
|
|
May 1, 2019
|
Don Rudkin
|
|
|
|
|
|
|
|
||
/s/ Robert Lind
|
|
Director
|
|
May 1, 2019
|
Robert Lind
|
|
|
|
|
|
|
|
||
/s/ Kathy Virtue Young
|
|
Director
|
|
May 1, 2019
|
Kathy Virtue Young
|
|
|
|
|
|
|
|
|
|
/s/ Agnieszka Winkler
|
|
Director
|
|
May 1, 2019
|
Agnieszka Winkler
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
Seventeenth Amendment to Revolving Credit and Security Agreement, dated as of March 19, 2018, by and among Virco Mfg. Corporation and Virco, Inc., as borrowers, and PNC Bank, National Association, as the lender and administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on March 22, 2018).
|
|
|
|
10.25*
|
|
|
|
|
|
10.26*
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
|
|
|
23.2*
|
|
|
31.1*
|
|
|
|
|
|
31.2*
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32.1*
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101.INS*
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XBRL Instance Document.
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101.SCH*
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XBRL Taxonomy Extension Schema Document.
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document.
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*
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Filed herewith.
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Name:
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Robert E. Dose
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Title:
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Senior Vice President Finance
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Name:
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Robert E. Dose
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Title:
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Senior Vice President Finance
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Title:
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Senior Vice President Finance
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Title:
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Senior Vice President Finance
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(i)
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Nineteenth Amendment Fee
. A new
Section 6
of the Fee Letter is hereby added to read in its entirety as follows and the Fee Letter shall be re-numbered accordingly:
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Title:
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(i)
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Twentieth Amendment Fee
. A new
Section 7
of the Fee Letter is hereby added to read in its entirety as follows and the Fee Letter shall be re-numbered accordingly:
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(1)
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Registration Statement (Form S-8 No. 333-51717) pertaining to the Virco Mfg. Corporation Employee Stock Ownership Plan,
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(2)
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Registration Statement (Form S-8 No. 333-74832) pertaining to the Virco Mfg. Corporation 401(K) Savings Plan,
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(3)
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Registration Statement (Form S-8 No. 333-175638) pertaining to the Virco Mfg. Corporation 2011 Stock Incentive Plan,
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(4)
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Registration Statement (Form S-8 No. 333-198723) pertaining to the Virco Mfg. Corporation 2011 Stock Incentive Plan, and
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(5)
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Registration Statement (Form S-3 No. 333-135618) of Virco Mfg. Corporation pertaining to the resale of Virco Mfg. Corporation’s common stock by certain selling security holders;
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/s/ Robert A. Virtue
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Robert A. Virtue
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Date: May 1, 2019
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Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
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/s/ Robert E. Dose
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Robert E. Dose
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Date: May 1, 2019
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Vice President — Finance, Secretary and Treasurer (Principal Financial Officer)
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•
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The Annual Report of the Company on Form 10-K for the period ended January 31, 2019, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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•
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The information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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/s/ Robert A. Virtue
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Robert A. Virtue
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Chief Executive Officer
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and Chairman of the Board
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(Principal Executive Officer)
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/s/ Robert E. Dose
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Robert E. Dose
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Vice President — Finance, Secretary and Treasurer
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(Principal Financial Officer)
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