e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
For the fiscal year ended January 31, 2010.
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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)
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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) |
Registrants telephone number, including area code (310) 533-0474
Securities registered pursuant to Section 12(b) of the Act:
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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
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NASDAQ |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the issuer is a well-known seasoned issuer as defined in Rule 405 of the
Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act.
Yes o No þ
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 þ No o
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 (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. þ
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):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.) Yes o No þ
The aggregate market value of the voting and non-voting held by non-affiliates of the registrant on
July 31, 2009, was $35.6 million (based upon the closing price of the registrants common stock on
such day, as reported by the NASDAQ).
As of April 1, 2010, there were 14,153,044 shares of the registrants common stock ($0.01 par
value) outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants definitive proxy statement for its 2010 Annual Meeting of Stockholders
to be filed with the Securities and Exchange Commission are incorporated by reference into Part III
of this annual report on Form 10-K as set forth herein.
PART I
This report on Form 10-K contains a number of forward-looking statements that reflect the
Companys current views with respect to future events and financial performance, including, but not
limited to, availability of funding for educational institutions, statements regarding plans and
objectives of management for future operations, including plans and objectives relating to
products, pricing, marketing, expansion, manufacturing processes and potential or contemplated
acquisitions; business strategies; the Companys ability to continue to control costs and inventory
levels; availability and cost of raw materials, especially steel and petroleum-based products; the
availability and cost of labor; the potential impact of the Companys Assemble-To-Ship program on
earnings; market demand; the Companys ability to position itself in the market; references to
current and future investments in and utilization of infrastructure; statements relating to
managements beliefs that cash flow from current operations, existing cash reserves, and available
lines of credit will be sufficient to support the Companys working capital requirements to fund
existing operations; references to expectations of future revenues; pricing; and seasonality.
Such statements involve known and unknown risks, uncertainties, assumptions and other factors, many
of which are out of the Companys control and difficult to forecast, that may cause actual results
to differ materially from those which are anticipated. Such factors include, but are not limited
to, changes in, or the Companys ability to predict, general economic conditions, the availability
and cost of raw materials, the markets for school and office furniture generally and specifically
in areas and with customers with which the Company conducts its principal business activities, the
rate of approval of school bonds for the construction of new schools, the extent to which existing
schools order replacement furniture, customer confidence, and competition.
In this report, words such as anticipates, believes, expects, will continue, future,
intends, plans, estimates, projects, potential, budgets, may, could and similar
expressions identify forward-looking statements. Readers are cautioned not to place undue reliance
on forward-looking statements, which speak only as of the date hereof.
Throughout this report, our fiscal years ended January 31, 2006, January 31, 2007, January 31,
2008, January 31, 2009 and January 31, 2010 are referred to as years 2005, 2006, 2007, 2008 and
2009, respectively.
Item 1. Business
Introduction
Designing, producing and distributing high-value furniture for a diverse family of customers is a
60-year tradition at Virco Mfg. Corporation (Virco or the Company, or in the first person,
we, us and our). Virco was incorporated in California in February 1950, and reincorporated
in Delaware in April 1984. Though Virco started as a local manufacturer of chairs and desks for
Los Angeles-area schools, over the years, Virco has become the largest manufacturer and supplier of
moveable educational furniture and equipment for the preschool through 12th grade market in the
United States. The Company now manufactures a wide assortment of products, including mobile
tables, mobile storage equipment, desks, computer furniture, chairs, activity tables, folding
chairs and folding tables. Additionally, Virco has worked with accomplished designers such as
Peter Glass, Richard Holbrook, and Bob Mills to develop additional products for contemporary
applications. These include the best-selling ZUMA® and the recently introduced Metaphor® and
Telos® classroom furniture collections, as well as I.Q.® Series items for educational settings;
Ph.D.® and Ph.D. Executive seating lines; and the wide-ranging Plateau® Series.
In 2008, Virco introduced the TEXT® table collection for learning environments. Designed by the
award-winning team of Peter Glass and Bob Mills, TEXT tables feature heavy-gauge tubular steel and
proven Virco construction for extended product life, and elliptical legs, swooping yokes and arched
feet for exceptional elegance. Selected Text models can be equipped with a variety of
technology-support and storage accessories. Lunada® tables made their debut at the end of 2008.
Combining Vircos popular Lunada bi-point bases with a selection of 20 top sizes, Lunada tables
make great choices for seminar, conference and related settings.
In 2009, Virco introduced Flip-Top Technology tables for computer classrooms and related
environments. Flip-Top Technology tables feature a 6 deep locking flip-top compartment that
secures cables, surge protectors and wires beneath the work surface. Also in 2009, utilizing our
new flat metal forming capabilities, Virco introduced an array of desks, returns and bookcases.
Virco plans to further expand the use of our flat metal forming capabilities in 2010 to produce
lateral files, vertical files and mobile pedestals.
In 2010, Virco introduced Parameter, an invigorating collection of desks, returns and credenzas
for use by teachers, principals and district administrators in their classrooms or offices.
Parameter affordably combines all the functionality and more of traditional mid-priced desks
with high-end design elements. Vircos flat metal
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forming capabilities are used to manufacture
Parameter products. Additional Parameter desks, as well as Parameter mobile pedestals and wire
management accessories, are targeted for release in the second half of 2010.
Vircos impressive flat metal forming capabilities are further enhanced when combined with our
Assemble-to-Ship (ATS) strategy, which allows for the manufacture and storage of common
components during the portion of the year when demand for our product is low followed by assembly
to customer-specific combinations prior to shipment. The combination of flat metal forming and ATS
enables Virco to offer an array of desks at three price points that provide a variety of furniture
solutions for customer applications in a wide range of environments. Other products manufactured
with the use of Vircos flat metal forming capabilities are also targeted to be offered at multiple
price points in 2010.
As of January 31, 2010, the Companys employment force was approximately 1,100 strong,
manufacturing its products in 1.1 million square feet of fabrication facilities and 1.2 million
square feet of assembly and warehousing facilities in Torrance, California and Conway, Arkansas.
Additionally, the Companys PlanSCAPE® project management software allows its sales representatives
to provide CAD layouts of classrooms, as well as classroom-by-classroom planning documents for the
budgeting, acquisition and installation of furniture, fixtures and equipment (FF&E).
In recent years, due to budgetary pressures, many schools have reduced or eliminated central
warehouses, janitorial services, and professional purchasing functions. As a result, fewer school
districts administer their own bids, and are more likely to use regional, state, or national
contracts. A shift to site-based management combined with reductions in professional purchasing
personnel has increased the reliance of schools on suppliers that provide for a variety of needs
from one source rather than administering different vendor relationships for each item. In
response to these changes, the Company has expanded both the products and the services it provides
to its educational customers. Now, in addition to buying furniture FOB Factory, customers can
purchase furniture for delivery to warehouses and school sites, and can also purchase full-service
furniture delivery that includes the installation of the furniture in classrooms. Because the
Company has been aggressively developing new furniture lines to enhance the range of products it
manufactures and by purchasing furniture and equipment from other companies for re-sale with
Virco products the Company is now able to provide one-stop shopping for all furniture,
fixtures and equipment needs in the K-12 market.
The expansion of the Companys product line combined with the expansion of its services over the
years has provided Virco with the ability to serve various markets including the education market
(the Companys primary market), which is made up of public and private schools (preschool through
12th grade), junior and community colleges; four-year colleges and universities; trade, technical
and vocational schools; convention centers and arenas; the hospitality industry with respect to
banquet and meeting facilities; government facilities at the federal, state, county and municipal
levels; and places of worship. In addition, the Company also sells to wholesalers, distributors,
traditional retailers and catalog retailers that serve these same markets.
Virco serves its customers through a well-trained, nationwide sales and support team. Vircos
educational product line is marketed through an extensive direct sales force, as well as through a
growing dealer network. In addition, Virco has a Corporate Sales Group to pursue wholesalers, mail
order accounts and national chains where management believes that it would be more efficient to
have a single sales representative or group service such customers, as they tend to have needs that
transcend the geographic boundaries established for Vircos local accounts. The Company also has
an array of support services, including complete package solutions for the furniture, fixtures and
equipment line item on school budgets; computer-assisted layout planning; transportation planning;
and product delivery, installation, and repair.
Another important element of Vircos business model is the Companys emphasis on developing and
maintaining key manufacturing, assembly, distribution, and service capabilities. For example,
Virco has developed competencies in several manufacturing processes that are important to the
markets the Company serves, such as finishing systems, plastic molding, metal fabrication and
woodworking. Vircos physical facilities are designed to support its ATS strategy. Warehouses have
substantial staging areas combined with a large number of dock doors to support the seasonal peak
in shipments during summer months.
During the early 2000s, many furniture manufacturers closed their domestic manufacturing facilities
and began importing increasing quantities of furniture from international sources. During this same
period, Virco elected to significantly reduce its work force, but retain its domestic factory
locations. In recent years, the Company believes that its domestic manufacturing capabilities have
evolved into a significant strength. The Company has effectively used product selection, color
selection, and dependable execution of delivery and installation to customers to enhance its market
position. With increasing costs from international sources and increasing freight costs, our
factories are cost-competitive for bulky educational furniture and equipment items. The Companys
ATS strategy allows for low-cube component parts to be sourced globally, with fabrication of bulky
welded steel frames, wood
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tops, and larger molded-plastic components to be performed locally.
Domestic production of laminated wood tops and molded plastic enables the Company to market a color
palette that cannot be matched in a short delivery window by imported finished goods. Domestic
assembly allows the Company to use standard ATS components to assemble customer-specific product
and color combinations shortly prior to delivery and installation.
Finally, management continues to hone Vircos ability to finance, manufacture and warehouse
furniture within the relatively narrow delivery window associated with the highly seasonal demand
for education sales. In 2009, approximately 50% of the Companys total sales were delivered in
June, July, and August with an even higher portion of educational sales delivered in that period.
Shipments of furniture in July and August can be six times greater than in the seasonally slow
winter months. Vircos substantial warehouse space allows the Company to build adequate
inventories to service this narrow delivery window for the education market.
Principal Products
Virco produces the broadest line of furniture for the K-12 market of any manufacturer in the United
States. By supplementing products manufactured by Virco with products from other manufacturers,
Virco provides a comprehensive product assortment that covers substantially all products and price
points that are traditionally included on the furniture, fixtures and equipment line item on a new
school project or school budget. Virco also provides a variety of products for preschool markets
and has recently developed products that are targeted for college, university, and corporate
learning center environments. The Company has an ambitious and on-going product development
program featuring products developed in-house as well as products developed with accomplished
designers. The Companys primary furniture lines are constructed of tubular metal legs and frames,
combined with wood and plastic tops, plastic seats and backs, upholstered seats and backs, and
upholstered rigid polyethylene and polypropylene shells. Virco also has flat metal forming
capabilities to enable the production of desks, returns, bookcases, filing cabinets, mobile
pedestals and related items.
Vircos principal manufactured products include:
SEATING Launched in 2004, the ergonomically supportive ZUMA® line designed by Peter Glass and
Bob Mills posted the highest initial-year new product sales total in the Companys history. Since
this record-breaking launch, ZUMA sales have continued to grow. Recent additions to the ZUMA line
include two cantilever chairs with 13 and 15 seat heights; a tablet arm chair with a compact
footprint; two rockers with 13 and 15 seat heights; and a chair with an articulating tablet arm
which was introduced in Vircos 2009 Equipment for Educators catalog. The ZUMAfrd collection,
introduced in 2005, features Fortified Recycled Wood hard plastic seats, backrests and work
surfaces. ZUMAfrd products have up to 70% recycled content and are 98% recyclable. The Sage
line, designed to serve students in college, university and other adult education settings,
and on high school campuses, was introduced in late 2006. Along with its original adult-height
models, Sage now offers a 13 and a 15 4-leg chair, and a corresponding pair of cantilever chairs.
In addition to these chairs for younger, smaller students, Virco has introduced an articulating
Sage tablet arm model for high school and adult learning venues. Selected adult-height Sage models
can also now be ordered with a padded, upholstered seat. In 2007, the Company introduced the
Metaphor® Series an updated sequel to Vircos best-selling Classic Series furniture with
improvements in comfort, ergonomics, stackability, and manufacturing efficiencies and the Telos®
Series, a wide-ranging product line with ergonomically contoured Fortified Recycled Wood
components. Other Virco seating alternatives include easily-adjustable Ph.D.® task chairs; I.Q.®
Series classroom chairs; and comfortable, attractive Virtuoso® chairs by Charles Perry. Classic
Series stack chairs and Martest 21® hard plastic seating models are popular choices in schools
across America. Along with this range of seating, Virco offers folding chairs and upholstered
stack chairs, as well as additional plastic stack chairs and upholstered ergonomic chairs.
TABLES In April 2008, Virco introduced the TEXT® table collection for learning environments.
Designed by the award-winning team of Peter Glass and Bob Mills, TEXT tables feature heavy-gauge
tubular steel and proven Virco construction for extended product life, and elliptical legs,
swooping yokes and arched feet for exceptional elegance. Selected TEXT models can be equipped with
a variety of technology-suppport and storage accessories. Lunada® tables made their debut at the
end of 2008. Combining Vircos popular Lunada bi-point bases with a selection of 20 top sizes,
Lunada tables make great choices for seminar, conference and related settings. Designed for Virco
by Peter Glass, Plateau® tables bring exceptional versatility, sturdy construction and great
styling to working and learning environments. For durable, easy-to-use lightweight folding tables,
Vircos Core-a-Gator® models are unsurpassed. When paired with attractive, durable Virco café
tops, Lunada bases by Peter Glass provide eye-catching table solutions for hospitality settings.
Virco also carries traditional folding and banquet tables, activity tables and office tables, as
well as the computer tables and mobile tables described below.
COMPUTER FURNITURE Future Access® computer tables come with an integral wire management panel
and all rectangular models have a smooth post-formed front and rear edge. Like our Future Access
models, 8700 Series computer tables can be equipped with Vircos functional computing accessories,
such as keyboard mouse trays, CPU holders and support columns for optional elevated shelves. The
Plateau Office Solutions collection offers
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desks and workstations with technology-support
capabilities, while the Plateau Library/Technology Solutions line has specialty tables and other
products for computing applications.
DESKS/CHAIR DESKS From the ergonomic and collaborative-learning strengths of our best-selling
ZUMA® student desks to the continuing popularity of our traditional Classic Series chair desks and
combo units, Vircos wide-ranging furniture models can be found in thousands of Americas schools.
Related products include teacher
desks and tablet arm units. Selected models are available with durable, colorfast Martest 21® or
Fortified Recycled Wood hard plastic components. For teachers, principals and district
administrators, Virco has introduced the distinctive, stylish and modern Parameter collection of
desks, returns and credenzas; designed in collaboration with Peter Glass and Bob Mills, Parameter
is also great for business environments.
ADMINISTRATIVE OFFICE FURNITURE In addition to the Plateau® Office Solutions and Parameter desks
and related products described above, Virco now manufactures a selection of desks, returns,
bookcases and other items that employ the Companys flat metal forming capabilities. Moreover,
Plateau Office Solutions bookcases in popular sizes are available for administrative offices.
LABORATORY FURNITURE For biology and chemistry classes, and other school- and college-based lab
settings, Virco offers a variety of steel-based science tables; Virco manufactures the table bases
of these items and equips them with specialty tops purchased from vendor partners. Vircos ZUMA,
Sage, Telos®, Metaphor®, I.Q.®, Classic Series,
and 3000 Series collections also include
pneumatically adjustable lab stools with high-range seat-height adjustment and a steel foot-ring.
MOBILE FURNITURE School cafeterias are perfect venues for Virco mobile tables, while classrooms
benefit from the spacious storage capacity of Virco mobile cabinets. An array of Virco product
lines include mobile chairs for school settings and offices.
STORAGE EQUIPMENT For moving selected Virco chairs and folding tables, the Company carries a
wide range of handling and storage equipment. As a service to our convention center, arena, and
auditorium customers, Virco also manufactures stackable storage trucks that work with Virco
upholstered stack chairs, folding chairs and folding tables.
Vircos wide-ranging product selection includes hundreds of furniture models that are certified
according to the Greenguard for Children and Schools Program for indoor air quality. In 2005
Vircos ZUMA and ZUMAfrd products earned the distinction of being the first classroom furniture
models to be certified through the Greenguard for Children and Schools Program. All of the models
in the Companys most recently introduced product lines including TEXT® and Lunada® tables, as
well as Flip-Top Technology tables and Parameter desks, returns and credenzas are
Greenguard-certified. Along with Vircos leadership relative to Greenguard-certified furniture,
the Company also introduced the classroom furniture industrys first Take-Back program in 2006,
enabling qualifying schools, colleges, universities, and other organizations and customers to
return selected out-of-service furniture components for recycling rather than sending these items
to a landfill.
In order to provide a comprehensive product offering for the education market, the Company
supplements Virco-manufactured products with items purchased for re-sale, including wood and steel
office furniture, early learning products for pre-school and kindergarten classrooms, science
laboratory furniture, and library tables, chairs and equipment. In 2009, Virco began carrying a
complete line of specialty furniture and equipment from Wenger® Corporation for music rooms,
performance areas and related spaces; Virco also now offers customized, space-efficient
workstations by Interior Concepts for technology and language labs, media centers, computer
classrooms, reception areas and offices. Wenger and Interior Concepts are two of the many vendors
with which the Company partners in order to effectively position Virco as the preferred one-stop
furniture and equipment source for K-12 schools. None of the products from vendor partners
accounted for more than 10% of consolidated revenues in 2009.
In addition to product offerings, Virco also offers various levels of service and delivery.
Products can be purchased FOB factory, FOB destination (including delivery), with Virco full
service including installation in the classroom, and with full project management for the
acquisition of FF&E items for new schools or renovations of schools. These services are only
offered in connection with the purchase of Virco products. Revenues from these service levels are
included in the purchase price of the furniture items.
Please note that this report includes trademarks of Virco, including, but not limited to, the
following: ZUMA®,
ZUMAfrd, Ph.D.®,
I.Q.®
Virtuoso®,
Classic Series, Martest 21® ,
Lunada®,
Plateau®,
Core-a-Gator®,
Future Access®,
Sigma®,
Metaphor®,
Telos®,
TEXT® and Parameter. Solely
for convenience, from time to time we refer to our trademarks in this prospectus without the ® and
symbols, but such references are not intended to indicate that we will not assert, to the fullest
extent under applicable law, our rights to our trademarks. In addition, other names and brands
included in this report may be claimed by us as well or by third parties.
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Vircos major customers include educational institutions, convention centers and arenas,
hospitality providers, government facilities, and places of worship. No customer accounted for more
than 10% of Vircos consolidated revenues during 2009.
Raw Materials
Virco purchases steel, aluminum, plastic, polyurethane, polyethylene, polypropylene, plywood,
particleboard, cartons and other raw materials from many different sources for the manufacture of
its principal products.
Management believes the Company is not more vulnerable with respect to the sources and availability
of these raw materials than other manufacturers of similar products. The Companys largest raw
material cost is for steel, followed by plastics and wood.
The price of these commodities, particularly steel and plastic, has been volatile in recent years.
Steel and plastic prices increased significantly in 2004 and 2005, in part due to worldwide demand
of these materials, especially in China. By comparison, in 2006 and 2007 the price of these
commodities was relatively stable. In 2008, steel prices increased by more than 80% during a four
month period from April to July. Additionally, during the period from April through the third
quarter of 2008, the price of petroleum increased substantially, affecting the cost of plastic,
inbound freight, freight to customers, and other energy costs. In the latter portion of the 2008,
the cost of these materials declined, and remained relatively stable during 2009.
In addition to the raw materials described above, the Company purchases components used in the
fabrication and assembly of furniture from a variety of overseas locations, but primarily from
China. These components are classified as raw materials in the financial statements until such
time that the components are consumed in a fabrication or assembly processes. These components are
sourced from a variety of factories, none of which are owned or operated by the Company. Costs for
these imported components increased moderately during the last three years, and are expected to
increase further in 2010.
With respect to the Companys annual contracts (or those contracts that have longer terms), the
Company may have limited ability to increase prices during the term of the contract. The Company
has, however, negotiated increased flexibility under many these contracts that allow the Company to
increase prices on future orders. Nevertheless, even with respect to these more flexible contracts,
the Company does not have the ability to increase prices on orders received prior to any announced
price increases. Due to the intensely seasonal nature of our business, the Company may receive
significant orders during the first and second quarters for delivery in the second and third
quarter. With respect to any of the contracts described above, if the costs of raw materials
increase suddenly or unexpectedly, the Company cannot be certain that it will be able to implement
corresponding increases in its sales prices in order to offset such increased costs. Significant
cost increases in providing products during a given contract period can adversely impact operating
results and have done so during prior years, especially 2004, 2005, and 2008. The Company
typically benefits from any decreases in raw material costs under the contracts described above.
Marketing and Distribution
Virco serves its customers through a well-trained, nationwide sales and support team, as well as a
growing dealer network. In addition, Virco has a Corporate Sales Group to pursue wholesalers, mail
order accounts and national chains where management believes it would be more efficient to have a
single sales representative or group approach such persons, as they tend to have needs that
transcend the geographic boundaries established for Vircos local accounts.
Vircos educational product line is marketed through what management believes to be the largest
direct sales force of any education furniture manufacturer. The Companys approach to servicing
its customer base is very flexible, and is tailored to best meet the needs of individual customers
and regions. When considered to be most efficient, the sales force will call directly upon school
business officials, who may include purchasing agents or individual school principals where
site-based management is practiced. Where it is considered advantageous, the Company will use
large exclusive distributors and full-service dealer partners. The Companys direct sales force is
considered to be an important competitive advantage over competitors who rely primarily upon dealer
networks for distribution of their products.
Vircos sales force is assisted by the Companys proprietary PlanSCAPE® software and experienced
PlanSCAPE managers when preparing complete package solutions for the FF&E segment of bond-funded
public school construction projects. PlanSCAPE software also enables the entire Virco sales force
to prepare quotations for less complicated projects.
A significant portion of Vircos business is awarded through annual bids with school districts or
other buying groups used by school districts. These bids are typically valid for one year. Many
contracts contain penalty, performance,
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and debarment provisions that can result in debarment for a
number of years, a financial penalty, or calling of performance bonds.
Sales of commercial and contract furniture are made throughout the United States by
distributorships and by Company sales representatives who service the distributorship network.
Virco representatives call directly upon state and local governments, convention centers,
individual hospitality venues, and mass merchants. Sales to this market include colleges and
universities, preschools, private schools, and office training facilities, which typically purchase
furniture through commercial channels.
The Company sells to thousands of customers, and, as such no single customer represented more than
10 percent of the Companys consolidated revenues in 2009. Significant purchases of furniture using
public funds often require annual bids or some form of authorization to purchase goods or
services from a vendor. This authorization can include state contracts, local and national buying
groups, or local school districts that piggyback on the bid of a larger district. In virtually
all cases, purchase orders and payments are processed by the individual school districts, even
though the contract pricing may be determined by a state contract, national or local buying group,
or consortium of school districts. Schools usually can purchase from more than one contract or
purchasing vehicle, if they are participants in buying groups as well as being eligible for a state
or national contract.
Virco is the exclusive supplier of movable classroom furniture for one nationwide purchasing
organization under which many of our customers price their furniture. See Risk Factors
Approximately 40% of our sales are priced through one contract, under which we are the exclusive
supplier of classroom furniture. Sales priced under this contract represented approximately 40% of
Vircos sales in 2009, 40% of sales in 2008, and 35% of sales in 2007. In the third quarter of
2008, the Company was awarded a three-year contract with this purchasing organization extending
through 2011. In addition, the Company was awarded three one-year extensions extending through
2014. If Virco were unable to sell under this contract, we would be able to sell to the vast
majority of our customers under alternative contracts.
Seasonality
The educational sales market is extremely seasonal. Approximately 50% of the Companys total sales
in 2009 were delivered in June, July, and August with an even higher portion of educational sales
delivered in that period. Shipments during peak weeks in July and August can be as great as six
times the level of shipments in the winter months.
Working Capital Requirements During the Peak Summer Season
As discussed above, the market for educational furniture and equipment is marked by extreme
seasonality, with the vast majority of shipments occurring from June to September each year, which
is the Companys peak season. As a result of this seasonality, Virco builds and carries
significant amounts of inventory during the 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, Virco has historically relied on bank financing to meet cash flow
requirements during the build-up period immediately preceding the high season. Currently, the
Company has a line of credit with Wells Fargo Bank to assist in meeting cash flow requirements as
inventory is built for, and business is transacted during, the peak summer season.
In addition, Virco typically is faced with a large balance of accounts receivable during the peak
season. This occurs for two primary reasons. First, accounts receivable balances naturally
increase during the peak season as product shipments increase. Second, many customers during this
period are government institutions, which tend to pay accounts receivable more slowly than
commercial customers. Virco has historically enjoyed high levels of collectability on these
accounts receivable due to the low-credit risk associated with such customers. Nevertheless, due
to the time differential between inventory build-up in anticipation of the peak season and the
collection on accounts receivable throughout the peak season, the Company must rely on external
sources of financing.
Vircos working capital requirements during, and in anticipation of, the peak summer season
management to make estimates and judgments that affect assets, liabilities, revenues and expenses,
and related contingent assets and liabilities. For example, management expends a significant
amount of time in the first quarter of each year developing a stocking plan and estimating the
number of temporary summer employees, the amount of raw materials, and the types of components and
products that will be required during the peak season. If management underestimates any of these
requirements, Vircos ability to meet customer orders in a timely manner or to provide adequate
customer service may be diminished. If management overestimates any of these requirements, the
Company may have to absorb higher storage, labor and related costs, each of which may negatively
affect the Companys results of operations. On an on-going basis, management evaluates its
estimates, including those related to market demand, labor costs, and stocking inventory.
Moreover, management continually strives to improve its
8
ability to correctly forecast the
requirements of the Companys business during the peak season each year based in part on annual
contracts which are in place and managements experience with respect to the market.
As part of Vircos efforts to balance seasonality, financial performance and quality without
sacrificing service or market share, management has been refining the Companys ATS operating
model. ATS is Vircos version of mass-customization, which assembles standard, stocked components
into customized configurations before shipment. The ATS program reduces the total amount of
inventory and working capital needed to support a given level of sales. It does this by increasing
the inventorys versatility, delaying assembly until the last moment, and reducing the amount of
warehouse space needed to store finished goods. As part of the ATS stocking program, Virco has
endeavored to
create a more flexible work force. The Company has developed compensation programs to reward
employees who are willing to move from fabrication to assembly to the warehouse as seasonal demands
evolve.
Other Matters
Competition
Virco has numerous competitors in each of its markets. In the educational furniture market, Virco
manufactures furniture and sells direct to educational customers. Competitors typically fall into
two categories (1) furniture manufacturers that sell to dealers which re-sell furniture to the end
user, and (2) dealers that purchase product from these manufacturers and re-sell to educational
customers. The manufacturers that Virco competes with include Sagus International LLC (which
markets product under Artco-Bell, American Desk, and Midwest Folding Products), Hon (HNI), KI Inc.,
Royal, Bretford, Smith System, Columbia, Scholarcraft and VS America. The largest competitor that
purchases and re-sells furniture is School Specialty (SCHS). In addition to School Specialty,
there are numerous smaller local education furniture dealers that sell into local markets.
Competitors in contract furniture vary depending upon the specific product line or sales market and
include Falcon Products, Inc., KI Inc., MTS and Mity Enterprises, Inc.
The educational furniture market is characterized by price competition, as many sales occur on a
bid basis. Management compensates for this market characteristic through a combination of methods
that include emphasizing the value of Vircos products and product assortment, the convenience of
one-stop shopping for Equipment for Educators, the value of Vircos project management
capabilities, the value of Vircos distribution and delivery capabilities, and the value of Vircos
customer support capabilities and other intangibles. In addition, management believes that the
streamlining of costs assists the Company in compensating for this market characteristic by
allowing Virco to offer a higher value product at a lower price. For example, as discussed above,
Virco has decreased distribution costs by avoiding re-sellers, and management believes that the
Companys large direct sales force and the Companys sizeable manufacturing and warehousing
capabilities facilitate these efforts. Although management prefers to compete on the value of
Virco products and services, when market conditions warrant, the Company will compete based on
direct prices and may reduce its prices to build or maintain its market share.
Backlog
Sales order backlog at January 31, 2010, totaled $13.0 million and approximated six weeks of sales,
compared to $16.5 million at January 31, 2009, and $15.2 million at January 31, 2008. Substantially
all of the backlog will ship during 2010.
Patents and Trademarks
In the last 10 years, the United States Patent and Trademark Office (the USPTO) has issued to
Virco more than 50 patents on its various new product lines. These patents cover various design and
utility features in Ph.D.® chairs, I.Q.® Series furniture, the ZUMAfrd family of products, and the
ZUMA® family of products, among others.
Virco has a number of other design and utility patents in the United States and other countries
that provide protection for Vircos intellectual property as well. These patents expire over the
next one to 17 years. Virco maintains an active program to protect its investment in technology and
patents by monitoring and enforcing its intellectual property rights. While Vircos patents are an
important element of its success, Vircos business as a whole is not believed to be materially
dependent on any one patent. See Risk Factors An inability to protect our intellectual
property could have a significant impact on our business.
In order to distinguish genuine Virco products from competitors products, Virco has obtained the
rights to certain trademarks and tradenames for its products and engages in advertising and sales
campaigns to promote its brands and to identify genuine Virco products. While Vircos trademarks
and tradenames play an important role in its success, Vircos business as a whole is not believed
to be materially dependent on any one trademark or tradename, except perhaps Virco, which the
Company has protected and enhanced as an emblem of quality educational furniture for over 60 years.
9
Virco has no franchises or concessions that are considered to be of material importance to the
conduct of its business and has not appraised or established a value for its patents or trademarks.
Employees
As of January 31, 2010, Virco and its subsidiaries employed approximately 1,100 full-time employees
at various locations. Of this number, approximately 900 are involved in manufacturing and
distribution, approximately 125 in sales and marketing and approximately 75 in administration.
Environmental Compliance
Virco is subject to numerous environmental laws and regulations in the various jurisdictions in
which it operates that (a) govern operations that may have adverse environmental effects, such as
the discharge of materials into the environment, as well as handling, storage, transportation and
disposal practices for solid and hazardous wastes, and (b) impose liability for response costs and
certain damages resulting from past and current spills, disposals or other releases of hazardous
materials. In this context, Virco works diligently to remain in compliance with all such
environmental laws and regulations as these affect the Companys operations. Moreover, Virco has
enacted policies for recycling and resource recovery that have earned repeated commendations,
including designation in 2005 and 2004 from the Waste Reduction Awards Program in California, in
2003 as a WasteWise Hall of Fame Charter Member, in 2002 as a WasteWise Partner of the Year and in
2001 as a WasteWise Program Champion for Large Businesses by the United States Environmental
Protection Agency. Additionally, all ZUMA® and ZUMAfrd products, and hundreds of other Virco
furniture items including all models in the Companys recently introduced, TEXT® and Lunada®
table lines, as well as Flip-Top Technology tables and Parameter desks, returns and credenzas
have been certified according to the GREENGUARD® Environmental Institutes stringent indoor air
quality standard for children and schools. Moreover, all Virco products covered by the Consumer
Product Safety Improvement Act of 2008 (CPSIA) are in compliance with this legislation. All
affected Virco models are also in compliance with the California Air Resources Board (CARB) rule
implemented on January 1, 2009, concerning formaldehyde emissions from composite wood products.
Nevertheless, it is possible that the Companys operations may result in noncompliance with, or
liability for remediation pursuant to, environmental laws. Environmental laws have changed rapidly
in recent years, and Virco may be subject to more stringent environmental laws in the future. The
Company has expended, and may be expected to continue to expend, significant amounts in the future
for compliance with environmental rules and regulations, for the investigation of environmental
conditions, for the installation of environmental control equipment, or remediation of
environmental contamination. See Risk Factors We could be required to incur substantial costs
to comply with environmental requirements. Violations of, and liabilities under, environmental
laws and regulations may increase our costs or require us to change our business practices.
Financial Information About Industry Segment and Geographic Areas
Virco operates in a single industry segment. For information regarding the Companys revenues,
gross profit and total assets for each of the last three fiscal years, see the Companys
consolidated financial statements.
During 2009, Virco derived 6-7% of its revenues from customers located outside of the United States
(primarily in Canada and Panama). During the previous two fiscal years, Virco derived
approximately 4-5% of its revenues from customers located outside of the United States (primarily
in Canada). The Company determines sales to these markets based upon the customers principal
place of business. During 2009, 2008 and 2007, the Company did not have any long-lived assets
outside of the United States.
Executive Officers of the Registrant
As of April 1, 2010, the executive officers of the Company, who are elected by and serve at the
discretion of the Companys Board of Directors, were as follows:
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Age at |
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January |
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Has Held |
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31, |
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Office |
Name |
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Office |
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2010 |
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Since |
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R. A. Virtue (1)
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President, Chairman of the Board and Chief Executive Officer
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77 |
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1990 |
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D. A. Virtue (2)
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Executive Vice President
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51 |
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1992 |
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S. Bell (3)
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Vice President General Manager, Conway Division
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53 |
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2004 |
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R. E. Dose (4)
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Vice President Finance, Secretary and Treasurer
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53 |
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1995 |
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A. Gamble (5)
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Vice President Human Resources
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41 |
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2004 |
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P. Quinones (6)
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Vice President Logistics and Marketing Services
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46 |
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2004 |
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D. R. Smith (7)
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Vice President Marketing
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61 |
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1995 |
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L. L. Swafford (8)
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Vice President & Corporate Counsel
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45 |
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1998 |
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N. Wilson (9)
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Vice President General Manager, Torrance Division
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62 |
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2004 |
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L. O. Wonder (10)
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Vice President Sales
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58 |
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1995 |
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B. Yau (11)
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Corporate Controller, Assistant Secretary and Assistant Treasurer
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51 |
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2004 |
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10
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(1) |
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Appointed Chairman in 1990; has been employed by the Company for
53 years and has served as the President since 1982. |
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(2) |
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Appointed in 1992; has been employed by the Company for 24 years
and has served in Production Control, as Contract Administrator,
as Manager of Marketing Services, as General Manager of the
Torrance Division, and currently as Corporate Executive Vice
President. |
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(3) |
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Appointed in 2004; has been employed by the Company for 21 years
and has served in a variety of manufacturing, safety, and
environmental positions, and currently Vice President General
Manager, Conway Division. |
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(4) |
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Appointed in 1995; has been employed by the Company for 19 years
and has served as the Corporate Controller, and currently as
Vice President-Finance, Secretary and Treasurer. |
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(5) |
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Appointed in 2004; has been employed by the Company for 11 years
and has served as Manager of Human Resources, as Director of
Human Resources, and currently as Vice President of Human
Resources. |
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(6) |
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Appointed in 2004; has been employed by the Company for 18 years
in a variety customer and marketing service positions, and
currently as Vice President of Logistics and Marketing Services. |
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(7) |
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Appointed in 1995; has been employed by the Company for 25 years
in a variety of sales and marketing positions, and currently as
Vice President of Marketing. |
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(8) |
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Appointed in 1998; has been employed by the Company for 14 years
and has served as Associate Corporate Counsel, and currently as
Vice President & Corporate Counsel. |
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(9) |
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Appointed in 2004; has been employed by the Company for 43 years
in a variety of manufacturing, warehousing, and transportation
positions, and currently as Vice President General Manager,
Torrance Division. |
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(10) |
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Appointed in 1995; has been employed by the Company for 32 years
in a variety of sales and marketing positions, and currently as
Vice President of Sales. |
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(11) |
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Appointed in 2004; has been employed by the Company for 13 years
and has served as Corporate Controller, and currently as
Corporate Controller, Assistant Secretary and Assistant Treasurer. |
None of the Companys officers have employment contracts.
Available Information
Virco files annual, quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission (SEC). Stockholders may read and copy this information at the
SECs Public Reference Room at Station Place, 100 F Street, N.E., Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. Stockholders may also obtain copies of this information by mail from the Public
Reference Room at the address set forth above, at prescribed rates.
The SEC also maintains an Internet website that contains reports, proxy statements and other
information about issuers like Virco who file electronically with the SEC. The address of that site
is www.sec.gov.
In addition, Virco makes available to its stockholders, free of charge through its Internet
world-wide website, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports filed, or furnished pursuant to, Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the
Exchange Act), as soon as reasonably practicable after Virco electronically files such material
with, or furnishes it to, the SEC. The address of that site is www.virco.com.
11
Item 1A. Risk Factors
The following risk factors and other information included in this Annual Report on Form 10-K should
be carefully considered. The risks and uncertainties described below are not the only ones we
face. Additional risks and uncertainties not presently known to us or that we presently deem less
significant may also adversely affect our business, operating results, cash flows, and financial
condition. If any of the following risks actually occur, our business, operating results, cash
flows and financial condition could be materially adversely affected.
Our product sales are significantly affected by education funding, which is a function of general
economic conditions. If the economy continues to remain weak or further weakens, funding for
education may decrease, which would adversely affect our business and results of operations.
Our sales are significantly impacted by the level of education spending primarily in North America,
which, in turn, is a function of the general economic environment. In a weak economy, like the one
currently being experienced in the United States, state and local revenues decline, restricting
funding for K-12 education spending which typically leads to a decrease in demand for school
furniture. Any significant and sustained decline in the per-student funding levels provided for
in-state and local budgets could have a materially adverse impact on our business, financial
condition and results of operations. As part of the American Recovery and Reinvestment Act (ARRA),
the Federal Government provided $44 billion to be distributed through the Department of Education
by April 30, 2009, with more funding to be distributed at later dates. Significant portions of
this money were used to avoid reductions-in-force at educational institutions. When stimulus money
is no longer available to states, substantial additional reductions in school budgets may be
required. At this time it is not known what impact the stimulus funding will have on the demand
for school furniture, fixtures and equipment.
In addition, geopolitical uncertainties, terrorist attacks, acts of war, natural disasters,
increases in energy and other costs or combinations of such factors and other factors that are
outside of our control could at any time have a significant effect on the economy, which in turn
would affect government revenues and allocations of government spending. The occurrence of any of
these or similar events in the future could cause demand for our products to decline or competitive
pricing pressures to increase, either or both of which would adversely affect our business,
operating results, cash flows and financial condition.
Reduced levels of spending on education may significantly impact spending on furniture and increase
price competition in the furniture market. If price competition increases, we may need to reduce
our prices to build or maintain our market share, which in turn could lower our profit margins.
The educational furniture market is characterized by price competition, as many sales occur on a
bid basis. When state and local funding for education declines, schools typically reduce spending
on all budget line items other than teacher and administrator salaries and benefits. This in turn
can result in reduced demand for school furniture, which in turn can intensify price competition in
our industry. This price competition could impact our ability to implement price increases or, in
some cases, such as during an industry downturn, maintain prices. In addition, when market
conditions warrant, we may need to reduce prices to build or maintain our market share. If we are
unable to increase or maintain prices for our products, our profit margins could decline.
Our efforts to introduce new products that meet customer requirements may not be successful, which
could limit our sales growth or cause our sales to decline.
To keep pace with industry trends, such as changes in education curriculum and increases in the use
of technology, and with evolving regulatory and industry requirements, including environmental,
health, safety and similar standards for the education environment and for product performance, we
must periodically introduce new products. The introduction of new products requires the
coordination of the design, manufacturing and marketing of such products, which may be affected by
factors beyond our control. The design and engineering of certain of our new products can take up
to a year or more, and further time may be required to achieve customer acceptance. Accordingly,
the launch of any particular product may be later or less successful than we originally
anticipated. Additionally, our competitors may develop new product designs that achieve a high
level of customer acceptance, which could give them a competitive advantage over us in making
future sales. Difficulties or delays in introducing new products or lack of customer acceptance of
new products could limit our sales growth or cause our sales to decline.
The majority of our sales are generated under annual contracts, which combined with the seasonal
nature of our business, may limit our ability to raise prices on a timely basis during a given year
in response to increases in costs.
We commit to annual contracts that determine selling prices for goods and services for periods of
one year, and occasionally longer. Though the Company has negotiated increased flexibility under
many of these contracts that may allow the Company to increase prices on future orders, the Company
does not have the ability to raise prices on orders received prior to any announced price increase.
Due to the intensely seasonal nature of our business, the
12
Company may receive significant orders
during the first and second quarters for delivery in the second and third quarter. With respect to
any of the contracts described above, if the costs of providing our products or services increase
between the date the orders are received and the shipping date, we may not be able to implement
corresponding increases in our sales prices for such products or services in order to offset the
related increased costs. Significant cost increases in providing either the services or products
during a given contract period could therefore lower our profit margins.
By way of example, in 2008, we incurred a severe increase in the price of steel. Steel prices
increased by more than 80% during a four month period from April to July. During the period from
April through the third quarter of 2008, the price of petroleum increased substantially, affecting
the cost of plastic, inbound freight, freight to customers, and other energy costs. During the
third quarter, we successfully raised the sales prices under a significant number of our annual
contracts in an effort to recover margin lost to increased costs. Due to the seasonal nature of our
business, however, approximately 2/3 of orders received and approximately 75% of shipments for the
year were priced prior to the third quarter increase.
We depend on outside suppliers who may be unable to meet our volume and quality requirements, and
we may be unable to obtain alternative sources.
We require substantial amounts of raw materials and components to manufacture our products, which
we purchase from outside sources. Raw materials comprised our single largest total cost for 2009,
2008 and 2007. Contracts with most of our suppliers are short-term. These suppliers may not
continue to provide raw materials and components to us at attractive prices, or at all, and we may
not be able to obtain the raw materials we need in the future from these or other providers on the
scale and within the time frames we require. In the current economic environment, many of the
Companys suppliers may experience difficulty obtaining financing and may go out of business. The
Company may have difficulty replacing these suppliers, especially if the supplier fails as the
Company is entering the seasonal summer shipping season. Moreover, we do not carry significant
inventories of raw materials, components or finished goods that could mitigate an interruption or
delay in the availability of raw materials and components. In addition, because we purchase
components from international sources, primarily China, we are subject to fluctuations in currency
exchange rates as well as the impact of natural disasters, war and other factors that may disrupt
the transportation systems or shipping lines used by our suppliers, and other uncontrollable
factors such as changes in foreign regulation or economic conditions. Any failure to obtain raw
materials and components on a timely basis, or any significant delays or interruptions in the
supply of raw materials, could prevent us from being able to manufacture products ordered by our
customers in a timely fashion, which could have a negative impact on our reputation and could cause
our sales to decline.
We are affected by the cost of energy, and increases in energy prices could reduce our margins and
profits.
The profitability of our operations is sensitive to the cost of energy relative to our
transportation costs, the costs of petroleum-based materials (like plastics), and the costs of
operating our manufacturing facilities. If the price of petroleum-based products, the cost of
operating our manufacturing facilities, and our transportation costs continue to increase, these
increases could have a negative impact on our gross margins and profitability.
Approximately 40% of our sales are priced through one contract, under which we are the exclusive
supplier of classroom furniture.
A nationwide contract/price list which allows schools and school districts to purchase furniture
without bidding accounts for the pricing of a significant portion of our sales. This
contract/price list is sponsored by a nationwide purchasing organization that does not purchase
products from the Company. By providing a public bid specification and authorization service to
publicly-funded agencies, the organizations contract/price list enables such agencies to make
authorized expenditures of taxpayer funds. For all sales under this contract/price list, Virco has
a direct selling relationship with the purchaser, whether it is a school, a district, or another
publicly-funded agency. In addition, Virco can ship directly to the purchaser; perform
installation services at the purchasers location; and finally bill directly to, and collect from,
the purchaser. Although Virco sells direct to hundreds of individual schools and school districts,
and these schools and school districts can purchase our products and services under several bids
and contracts available to them, approximately 40% of Vircos sales in 2009 were priced under this
nationwide contract/price list. In the 3rd quarter of 2008, the Company was awarded a
three-year contract with this purchasing organization extending through 2011. In addition, the
Company was awarded three one-year extensions extending through 2014. If Virco were to lose its
exclusive supplier status under this contract/price list, and other manufacturers were allowed to
sell under this contract/price list, it could cause Vircos sales, or growth in sales, to decline.
We operate in a seasonal business, and require significant amounts of working capital through our
existing credit facility to fund acquisitions of inventory, fund expenses for freight and
installation, and finance
13
receivables during the summer delivery season. Restrictions imposed by
the terms of our existing credit facility may limit our operating and financial flexibility.
Our credit facility prevents us from incurring any additional indebtedness, limits capital
expenditures, restricts dividends, and requires a reduced level of borrowing during the fourth
quarter. Our credit facility also subjects us to quarterly covenants, which currently includes
certain funded debt to EBITDA and fixed-charge requirements. As a result of the foregoing, our
operation and financial flexibility may be limited, which may prevent us from engaging in
transactions that might further our growth strategy or otherwise be considered beneficial to us.
A breach of any of the covenants in our credit facility could result in a default, which, if not
cured or waived, may permit acceleration of the indebtedness under our credit facility. If the
indebtedness under our credit facility were to be accelerated, we cannot be certain that
we will have sufficient funds available to pay such indebtedness or that we will have the ability
to refinance the accelerated indebtedness on terms favorable to us or at all. Any such
acceleration could also result in a foreclosure on all or substantially all of our assets, which
would have a negative impact on the value of our common stock and jeopardize our ability to
continue as a going concern.
We may not be able to renew our credit facility on favorable terms, or at all, which would
adversely affect our results of operations.
We have historically relied on third-party bank financing to meet our seasonal cash flow
requirements. On an annual basis, we prepare a forecast of seasonal working capital requirements
and renew our credit facility with Wells Fargo Bank, our primary lender for the past 20 years.
Disruptions in the U.S. credit markets have caused the interest rate on prospective debt financing
to widen considerably and have made financing terms for borrowers less attractive, and in certain
cases have resulted in the unavailability of certain types of debt financing. Continued
uncertainty in the credit markets may negatively impact our ability to renew our credit facility on
favorable terms or at all. If we are unable to renew our credit facility on favorable terms
(including available borrowing line and the rate of interest charged thereunder), or at all, our
ability to fund our operations would be impaired, which would have a material adverse effect on our
results of operations.
If management does not accurately forecast the Companys requirements for the peak summer season,
the Companys results of operations could be adversely affected.
The Companys business is highly seasonal and requires significant working capital in anticipation
of and during the peak summer season. This requires management to make estimates and judgments
with respect to the Companys working capital requirements during, and in anticipation of, the peak
summer season. Management expends a significant amount of time in the first quarter of each year
developing a stocking plan and estimating the number of temporary summer employees, the amount of
raw materials, and the types of components and products that will be required during the peak
season. If management does not accurately forecast the Companys requirements, the Companys
results of operations could be adversely affected. For example, if management underestimates any
of these requirements, Vircos ability to meet customer orders in a timely manner or to provide
adequate customer service may be diminished. If management overestimates any of these
requirements, the Company may be required to absorb higher storage, labor and related costs, each
of which may negatively affect the Companys results of operations.
We may require additional capital in the future, which may not be available or may be available
only on unfavorable terms.
Our capital requirements depend on many factors, including capital improvements, tooling and new
product development. To the extent that our existing capital is insufficient to meet these
requirements and cover any losses, we may need to raise additional funds through financings or
curtail our growth and reduce our assets. Any equity or debt financing, if available at all, may
be on terms that are not favorable to us. Equity financings could result in dilution to our
stockholders, and the securities may have rights, preferences and privileges that are senior to
those of our common stock. If our need for capital arises because of significant losses, the
occurrence of these losses may make it more difficult for us to raise the necessary capital.
An inability to protect our intellectual property could have a significant impact on our business.
We attempt to protect our intellectual property rights through a combination of patent, trademark,
copyright and trade secret laws. Our ability to compete effectively with our competitors depends,
to a significant extent, on our ability to maintain the proprietary nature of our intellectual
property. The degree of protection offered by the claims of the various patents, trademarks and
service marks may not be broad enough to provide significant proprietary protection or competitive
advantages to us, and patents, trademarks or service marks may not be issued on our pending or
contemplated applications. In addition, not all of our products are covered by patents. It is
also possible that our patents, trademarks and service marks may be challenged, invalidated,
cancelled, narrowed or circumvented. If we are unable to maintain the proprietary nature of our intellectual property
with respect to our
14
significant current or proposed products, our competitors may be able to sell
copies of our products, which could adversely affect our ability to sell our original products and
could also result in competitive pricing pressures.
If third parties claim that we infringe upon their intellectual property rights, we may incur
liability and costs and may have to redesign or discontinue an infringing product.
We face the risk of claims that we have infringed third parties intellectual property rights.
Companies operating in the furniture industry routinely seek protection of the intellectual
property for their product designs, and our principal competitors may have large
intellectual property portfolios. Our efforts to identify and avoid infringing third parties
intellectual property rights may not be successful. Any claims of intellectual property
infringement, even those without merit, could (i) be expensive and time-consuming to defend; (ii)
cause us to cease making, licensing or using products that incorporate the challenged intellectual
property; (iii) require us to redesign, reengineer, or rebrand our products or packaging, if
feasible; or (iv) require us to enter into royalty or licensing agreements in order to obtain the
right to use a third partys intellectual property. Such claims could have a negative impact on our
sales and results of operations.
We could be required to incur substantial costs to comply with environmental requirements.
Violations of, and liabilities under, environmental laws and regulations may increase our costs or
require us to change our business practices.
Our past and present ownership and operation of manufacturing plants are subject to extensive and
changing federal, state, and local environmental laws and regulations, including those relating to
discharges to air, water and land, the handling and disposal of solid and hazardous waste and the
cleanup of properties affected by hazardous substances. As a result, we are involved from time to
time in administrative and judicial proceedings and inquiries relating to environmental matters and
could become subject to fines or penalties related thereto. We cannot predict what environmental
legislation or regulations will be enacted in the future, how existing or future laws or
regulations will be administered or interpreted or what environmental conditions may be found to
exist. Compliance with more stringent laws or regulations, or stricter interpretation of existing
laws, may require additional expenditures by us, some of which may be material. If new
environmental laws and regulations are introduced and enforced domestically, but not implemented or
enforced internationally, we will operate at a competitive disadvantage compared to competitors who
source product primarily from international sources. In addition, we have been identified as a
potentially responsible party pursuant to the Comprehensive Environmental Response Compensation and
Liability Act (CERCLA) for remediation costs associated with waste disposal sites previously used
by us. In general, CERCLA can impose liability for costs to investigate and remediate
contamination without regard to fault or the legality of disposal and, under certain circumstances,
liability may be joint and several, resulting in one party being held responsible for the entire
obligation. Liability may also include damages for harm to natural resources. The remediation
costs and our allocated share at some of these CERCLA sites are unknown. We may also be subject to
claims for personal injury or contribution relating to CERCLA sites. We reserve amounts for such
matters when expenditures are probable and reasonably estimable.
The Patient Protection and Affordable Care Act may increase the cost of providing medical benefits
to employees, which could have a significant adverse impact on our results of operations.
We currently provide medical, dental, and life insurance benefits to substantially all full-time
employees. Recent legislation regarding health care reform may cause the cost of providing medical
insurance to our employees to increase. We may not be able to pass the cost of increased medical
costs to our customers, which could cause our costs of sales to increase and our gross profit to
decline.
We may not be able to manage our business effectively if we are unable to retain our experienced
management team or recruit other key personnel.
The success of our operations is highly dependent upon our ability to attract and retain qualified
employees and upon the ability of our senior management and other key employees to implement our
business strategy. We believe there are only a limited number of qualified executives in the
industry in which we compete. The loss of the services of key members of our management team could
seriously harm our efforts to successfully implement our business strategy.
We are subject to potential labor disruptions, which could have a significant impact on our
business.
None of our work force is represented by unions, and while we believe that we have good relations
with our work force, we may experience work stoppages or other labor problems in the future. Any
prolonged work stoppage could have an adverse effect on our reputation, our vendor relations and
our customers.
15
Our insurance coverage may not adequately insulate us from expenses for product defects.
We maintain product liability and other insurance coverage that we believe to be generally in
accordance with industry practices. Our insurance coverage may not be adequate to protect us fully
against substantial claims and costs that may arise from product defects, particularly if we have a
large number of defective products that we must repair, retrofit, replace or recall.
Volatility in the equity markets or interest rates could substantially increase our pension costs
and have a negative impact on our operating results.
We sponsor one qualified defined benefit pension plan, the Virco Employee Retirement Plan (the
Employee Plan), and two nonqualified pension plans. The difference between plan obligations and
assets, or the funded status of the Employee Plan, significantly affects net periodic benefit costs
of our Employee Plan and our ongoing funding requirements with respect to the Employee Plan. The
Employee Plan is funded with trust assets invested in a diversified portfolio of debt and equity
securities and other investments. Among other factors, changes in interest rates, investment
returns and the market value of plan assets can (i) affect the level of plan funding; (ii) cause
volatility in the net periodic pension cost; and (iii) increase our future contribution
requirements. Because the current economic environment is characterized by declining investment
returns and interest rates, we may be required to make additional cash contributions to the
Employee Plan and recognize further increases in our net pension cost to satisfy our funding
requirements. A significant decrease in investment returns or the market value of plan assets or a
significant decrease in interest rates could increase our net periodic pension costs and adversely
affect our results of operations.
Holders of approximately 45% of the shares of our stock have entered into an agreement restricting
the sale of the stock.
Certain shares of the Companys common stock received by the holders thereof as gifts from Julian
A. Virtue, including shares received in subsequent stock dividends, are subject to an agreement
that restricts the sale or transfer of those shares. As a result of the share ownership and
representation on the board and in management, the parties to the agreement have significant
influence on affairs and actions of the Company, including matters requiring stockholder approval
such as the election of directors and approval of significant corporate transactions. In
addition, these transfer restrictions and concentration of ownership could have the effect of
impeding an acquisition of the Company.
Our corporate documents and Delaware law contain provisions that could discourage, delay or prevent
a change in control of our company.
Provisions in our certificate of incorporation and our amended and restated bylaws may discourage,
delay or prevent a merger or acquisition involving us that our stockholders may consider favorable.
In addition, our certificate of incorporation provides for a staggered board of directors, whereby
directors serve for three-year terms, with approximately one-third of the directors coming up for
reelection each year. Having a staggered board will make it more difficult for a third party to
obtain control of our board of directors through a proxy contest, which may be a necessary step in
an acquisition of us that is not favored by our board of directors. We are also subject to the
anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Under these
provisions, if anyone becomes an interested stockholder, we may not enter into a business
combination with that person for three years without special approval, which could discourage a
third party from making a takeover offer and could delay or prevent a change of control. For
purposes of Section 203, interested stockholder means, generally, someone owning 15% or more of
our outstanding voting stock or an affiliate of ours that owned 15% or more of our outstanding
voting stock during the past three years, subject to certain exceptions as described in Section
203. Additionally, the Board of Directors entered into a Rights Agreements pursuant to which
certain preferred stock purchase rights would become exercisable when a person acquires or
commences to acquire a beneficial interest of at least 20% of our outstanding common stock.
16
Our stock price has historically been volatile, and investors in our common stock could suffer a
decline in value.
There has been significant volatility in the market price and trading volume of equity securities,
which may be unrelated to the financial performance of the companies issuing the securities. The
limited float of shares available for purchase or sale of Virco stock can magnify this
volatility. These broad market fluctuations may negatively affect the market price of our common
stock. Some specific factors that may have a significant effect on our common stock market price
include:
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actual or anticipated fluctuations in our operating results or future prospects; |
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|
|
our announcements or our competitors announcements of new products; |
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|
the publics reaction to our press releases, our other public announcements and our filings with the SEC; |
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strategic actions by us or our competitors, such as acquisitions or restructurings; |
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new laws or regulations or new interpretations of existing laws or regulations applicable to our business; |
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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 |
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|
changes in stock market analyst recommendations or earnings estimates regarding our common stock, other
comparable companies or the education furniture industry generally. |
17
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Torrance, California
Virco leases a 560,000 sq. ft. office, manufacturing and warehousing facility located on 23.5 acres
of land in Torrance, California. During the third quarter of 2008, the Company extended the lease
for an additional five-year period expiring on February 28, 2015. As part of the extension, the
Company received a $600,000 tenant improvement allowance that was utilized and accounted for as
capital expenditure prior to December 31, 2009. This facility also includes the corporate
headquarters, the West Coast showroom, and all West Coast distribution operations.
Conway, Arkansas
The Company owns 100 acres of land in Conway, Arkansas, containing 1,200,000 sq. ft. of
manufacturing, warehousing, and office space. This facility which is equipped with high-density
storage systems, features 70 dock doors dedicated to outbound freight, and has substantial yard
capacity to store and stage trailers has enabled the Company to consolidate the warehousing
function and implement the Assemble-to-Ship inventory stocking program. Management believes that
this facility supports Vircos ability to handle increased sales during the peak delivery season
and enhances the efficiency with which orders are filled.
In addition to the complex described above, the Company operates two other facilities in Conway,
Arkansas. The first is a 375,000 sq. ft. fabrication facility that was acquired in 1954, and
expanded and modernized over subsequent years. The Company manufactures fabricated steel and
injection-molded plastic components at this facility. The second is a 175,000 sq. ft.
manufacturing facility that is used to fabricate and store compression-molded components. This
building is leased under a 10-year lease expiring in March 2018. The Company sold a 150,000 sq.
ft. finished goods warehouse in the third quarter of 2008. This facility was leased to a third
party on a month-to-month basis until the date of sale.
Item 3. Legal Proceedings
Virco has various legal actions pending against it 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 suits and claims,
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 4. Submission of Matters to a Vote of Security Holders
None.
18
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
The NASDAQ exchange is the principal market on which Virco Mfg. Corporation (VIRC) stock is traded.
As of March 31, 2010, there were approximately 306 registered stockholders according to transfer
agent records. There were approximately 800 beneficial stockholders.
Dividend Policy
It is the Board of Directors policy to periodically review the payment of cash and stock dividends
in light of the Companys earnings and liquidity. During the fourth quarter of 2007 the Company
initiated a quarterly dividend of $.025 per share. During 2008 and 2009 the Company paid four
quarterly dividends of $0.025 per share. Actual payment of cash dividends must be approved by the
Board of Directors each quarter. Due to the timing of regularly scheduled Board of Directors
meetings, declaration dates may fall in the quarter prior to the payment date, as was the case in
the 2nd and 4th quarter of 2008 and 2009. The current line of credit with Wells Fargo restricts
the amount of cash that can be used for stock repurchases and paying cash dividends.
Quarterly Dividend and Stock Market Information
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Dividends Declared |
|
|
Common Stock Range |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
1st Quarter |
|
$ |
0.050 |
|
|
$ |
0.050 |
|
|
$ |
3.81 |
|
|
$ |
1.65 |
|
|
$ |
6.69 |
|
|
$ |
4.10 |
|
2nd Quarter |
|
|
|
|
|
|
|
|
|
|
3.57 |
|
|
|
2.78 |
|
|
|
5.24 |
|
|
|
4.20 |
|
3rd Quarter |
|
|
0.050 |
|
|
|
0.050 |
|
|
|
3.20 |
|
|
|
2.74 |
|
|
|
4.71 |
|
|
|
2.20 |
|
4th Quarter |
|
|
|
|
|
|
|
|
|
|
3.99 |
|
|
|
2.73 |
|
|
|
3.94 |
|
|
|
1.66 |
|
19
Stock Performance Graph
The graph set forth below compares the five-year cumulative total stockholder return of the
Companys common stock with the cumulative total stockholder return of (i) an industry peer group
index, the Hemscott Group Index, and (ii) the NASDAQ Market Index. The graph assumes $100 was
invested on February 1, 2005, in the Companys common stock, the NASDAQ Market Index and the
companies in the peer group and assumes the reinvestment of dividends, if any.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG VIRCO MFG. CORPORATION, NASDAQ MARKET INDEX,
MORNINGSTAR INDEX AND HEMSCOTT GROUP INDEX
ASSUMES $100 INVESTED ON FEB. 01, 2005
ASSUMES DIVIDEND REINVESTED
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|
Fiscal Year Ending |
|
Company/Index/Market |
|
1/31/2005 |
|
|
1/31/2006 |
|
|
1/31/2007 |
|
|
1/31/2008 |
|
|
1/31/2009 |
|
|
1/31/2010 |
|
Virco Mfg. Corporation |
|
$ |
100.00 |
|
|
$ |
84.59 |
|
|
$ |
114.52 |
|
|
$ |
81.79 |
|
|
$ |
27.81 |
|
|
$ |
48.07 |
|
NASDAQ Market Index |
|
$ |
100.00 |
|
|
$ |
112.43 |
|
|
$ |
120.60 |
|
|
$ |
117.76 |
|
|
$ |
73.39 |
|
|
$ |
107.80 |
|
Morningstar Business
Equipment |
|
$ |
100.00 |
|
|
$ |
99.03 |
|
|
$ |
114.46 |
|
|
$ |
89.60 |
|
|
$ |
44.23 |
|
|
$ |
58.45 |
|
Hemscott Group Index |
|
$ |
100.00 |
|
|
$ |
104.16 |
|
|
$ |
122.00 |
|
|
$ |
96.45 |
|
|
$ |
47.48 |
|
|
$ |
64.76 |
|
The current composition of Morningstar Business Equipment is as follows: Access to Money, Inc.,
American Locker Group, Inc., aVinci Media Corporaton, BioAuthorize Holdings, Inc., Coinstar, Inc.,
Comtrex Systems Corporation, Diebold Incorporated, Energy Focus, Inc., Franklin Electronic
Publishers, Inc., Global Payment Technologies, Inc., Gunther International, Ltd., Herman Miller,
Inc., HNI Corporation, Hypercom Corporation, Inscape Corporation, International Lottery &
Totalizator Systems, Kimball International, Inc., Knoll, Inc., Koala Corporation, LSI Industries,
Inc., New Medium Enterprise, NFinanSe, Inc., Optimal Group, Inc., PAR Technology Corp., Pitney
Bowes Inc., Prevention Insurance.com, Reconditioned Systems, Inc., Steelcase, Inc., TechLite, Inc.,
VeriFone Holdings, Inc., Virco Mfg. Corporation, Xerox Corporation.
The current composition of Hemscott Group 313 Business Equipment is as follows: All the companies
listed above and Rahaxi, Inc.
20
Item 6. Selected Financial Data
The following tables set forth selected historical consolidated financial data for the periods
indicated. The following data should be read in conjunction with Item 8, Financial Statements and
Supplementary Data, and with Item 7, Managements Discussion and Analysis of Financial Condition
and Results of Operations.
Five Year Summary of Selected Financial Data
Five Year Summary of Selected Financial Data
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands, except per share data |
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
Summary of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
190,513 |
|
|
$ |
212,003 |
|
|
$ |
229,565 |
|
|
$ |
223,107 |
|
|
$ |
214,450 |
|
Net income (loss) |
|
$ |
300 |
|
|
$ |
1,210 |
|
|
$ |
22,219 |
|
|
$ |
7,545 |
|
|
$ |
(9,574 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) per share data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.02 |
|
|
$ |
0.08 |
|
|
$ |
1.54 |
|
|
$ |
0.56 |
|
|
$ |
(0.73 |
) |
Assuming dilution |
|
$ |
0.02 |
|
|
$ |
0.08 |
|
|
$ |
1.53 |
|
|
$ |
0.55 |
|
|
$ |
(0.73 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per share |
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
0.025 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
2005 net loss per share was calculated based on basic shares outstanding due to the anti-dilutive
effect on the inclusion of common stock equivalent shares. |
Other Financial Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands, except per share data |
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
Total assets |
|
$ |
118,100 |
|
|
$ |
118,075 |
|
|
$ |
127,185 |
|
|
$ |
116,277 |
|
|
$ |
114,720 |
|
Working capital |
|
$ |
33,980 |
|
|
$ |
30,991 |
|
|
$ |
32,756 |
|
|
$ |
22,994 |
|
|
$ |
15,488 |
|
Current ratio |
|
|
2.5/1 |
|
|
|
2.2/1 |
|
|
|
2.0/1 |
|
|
|
1.6/1 |
|
|
|
1.4/1 |
|
Total long-term obligations |
|
$ |
30,236 |
|
|
$ |
25,104 |
|
|
$ |
21,129 |
|
|
$ |
30,101 |
|
|
$ |
38,862 |
|
Stockholders equity |
|
$ |
64,938 |
|
|
$ |
66,163 |
|
|
$ |
72,148 |
|
|
$ |
48,878 |
|
|
$ |
39,100 |
|
Shares outstanding at year-end |
|
|
14,163 |
|
|
|
14,239 |
|
|
|
14,429 |
|
|
|
14,380 |
|
|
|
13,137 |
|
Stockholders equity per share |
|
$ |
4.59 |
|
|
$ |
4.65 |
|
|
$ |
5.00 |
|
|
$ |
3.40 |
|
|
$ |
2.98 |
|
Financial Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands, except per share data |
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
Summary of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales (3) (4) |
|
$ |
190,513 |
|
|
$ |
212,003 |
|
|
$ |
229,565 |
|
|
$ |
223,107 |
|
|
$ |
214,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
300 |
|
|
$ |
1,210 |
|
|
$ |
22,219 |
|
|
$ |
7,545 |
|
|
$ |
(9,574 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share (1) |
|
$ |
0.02 |
|
|
$ |
0.08 |
|
|
$ |
1.53 |
|
|
$ |
0.55 |
|
|
$ |
(0.73 |
) |
Stockholders equity |
|
|
64,938 |
|
|
|
66,163 |
|
|
|
72,148 |
|
|
|
48,878 |
|
|
|
39,100 |
|
Stockholders equity per share (2) |
|
|
4.59 |
|
|
|
4.65 |
|
|
|
5.00 |
|
|
|
3.40 |
|
|
|
2.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands, except per share data |
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
|
2000 |
|
|
Summary of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales (3) (4) |
|
$ |
199,854 |
|
|
$ |
191,852 |
|
|
$ |
244,355 |
|
|
$ |
257,462 |
|
|
$ |
287,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before change in accounting methods (5) |
|
$ |
(13,995 |
) |
|
$ |
(23,607 |
) |
|
$ |
282 |
|
|
$ |
246 |
|
|
$ |
4,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in accounting methods (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(297 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(13,995 |
) |
|
$ |
(23,607 |
) |
|
$ |
282 |
|
|
$ |
246 |
|
|
$ |
4,016 |
|
|
|
|
|
Net income (loss) per share (1) |
|
$ |
(1.07 |
) |
|
$ |
(1.80 |
) |
|
$ |
0.02 |
|
|
$ |
0.02 |
|
|
$ |
0.29 |
|
Stockholders equity |
|
|
49,265 |
|
|
|
62,352 |
|
|
|
82,774 |
|
|
|
90,223 |
|
|
|
94,141 |
|
Stockholders equity per share (2) |
|
|
3.76 |
|
|
|
4.76 |
|
|
|
6.31 |
|
|
|
6.71 |
|
|
|
6.90 |
|
21
|
|
|
(1) |
|
Based on average number of shares outstanding each year after giving retroactive effect to stock dividends and stock split. |
|
(2) |
|
Based on number of shares outstanding at year-end giving effect to stock dividends and stock split. |
|
(3) |
|
The prior period statements of operations contain certain reclassifications to conform to the presentation required by EITF No. 00-10, Accounting for Shipping and Handling Fees and Costs, which the Company adopted during
the fourth quarter of the fiscal year ended January 31, 2001. |
|
(4) |
|
During the fourth quarter of the fiscal year ended January 31, 2001, the Company changed its method of accounting for revenue recognition in accordance with Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements. Pursuant to Financial Accounting Standards Board Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, effective February 1, 2000, the Company recorded the cumulative effect
of the accounting change. |
|
(5) |
|
For 2003, an adjustment of $1.6 million of income tax expense was made to reflect tax effect of minimum pension liability. |
Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
This Managements Discussion and Analysis of Financial Condition and Results of Operations includes
a number of forward-looking statements that reflect the Companys current views with respect to
future events and financial performance, including, but not limited to, availability of funding for
educational institutions, statements regarding plans and objectives of management for future
operations, including plans and objectives relating to products, pricing, marketing, expansion,
manufacturing processes and potential or contemplated acquisitions; new business strategies; the
Companys ability to continue to control costs and inventory levels; availability and cost of raw
materials, especially steel and petroleum-based products; the availability and cost of labor; the
potential impact of the Companys Assemble-To-Ship program on earnings; market demand; the
Companys ability to position itself in the market; references to current and future investments in
and utilization of infrastructure; statements relating to managements beliefs that cash flow from
current operations, existing cash reserves, and available lines of credit will be sufficient to
support the Companys working capital requirements to fund existing operations; references to
expectations of future revenues; pricing; and seasonality.
Such statements involve known and unknown risks, uncertainties, assumptions and other factors, many
of which are outside of the Companys control and difficult to forecast, that may cause actual
results to differ materially from those which are anticipated. Such factors include, but are not
limited to, changes in, or the Companys ability to predict, general economic conditions, the
markets for school and office furniture generally and specifically in areas and with customers with
which the Company conducts its principal business activities, the rate of approval of school bonds
for the construction of new schools, the extent to which existing schools order replacement
furniture, customer confidence, and competition.
In this report, words such as anticipates, believes, expects, will continue, future,
intends, plans, estimates, projects, potential, budgets, may, could and similar
expressions identify forward-looking statements. Readers are cautioned not to place undue reliance
on forward-looking statements, which speak only as of the date hereof.
22
Executive Overview
Managements strategy is to position Virco as the overall value supplier of educational furniture
and equipment. The markets that Virco serves include the education market (the Companys primary
market), which is made up of public and private schools (preschool through 12th grade), junior and
community colleges, four-year colleges and universities; trade, technical and vocational schools;
convention centers and arenas; the hospitality industry, with respect to their banquet and meeting
facilities; government facilities at the federal, state, county and municipal levels; and places of
worship. In addition, the Company sells to wholesalers, distributors, retailers and catalog
retailers that serve these same markets. These institutions are frequently characterized by
extreme seasonality and/or a bid-based purchasing function. The Companys business model, which is
designed to support this strategy, includes the development of several competencies to enable
superior service to the markets in which Virco competes. An important element of Vircos business
model is the Companys emphasis on developing and maintaining key manufacturing, warehousing,
distribution, installation, project management, and service capabilities. The Company has
developed a comprehensive product offering for the furniture, fixtures and equipment needs of the
K-12 education market, enabling a school to procure all of its FF&E requirements from one source.
Vircos product offering consists primarily of items manufactured by Virco, complemented with
product sourced from other furniture manufacturers. The product offering is continually enhanced
with an ongoing new product development program that incorporates internally developed product as
well as product lines developed with accomplished designers. Finally, management continues to hone
Vircos ability to forecast, finance, manufacture, warehouse, deliver, and install furniture within
the relatively narrow delivery window associated with the highly seasonal demand for education
sales. In 2009, approximately 50% of the Companys total sales were delivered in June, July, and
August with an even higher portion of educational sales delivered in that period. Shipments during
July and August can be as great as six times the level of shipments in the winter months. Vircos
substantial warehouse space allows the Company to build adequate inventories to service this narrow
delivery window for the education market.
The market and operating environment for school furniture, fixtures, and equipment has been
turbulent during the last 10 years. Schools suffered significant budgetary pressures from 2001 to
2005 following the dot com bust, and more recently in 2008 and 2009 as a result of the recession.
In addition, the furniture industry in general, including the market for school furniture, has
been significantly impacted by low cost competition from China. In the years 2004, 2005, and 2008
commodity prices for some of the Companys primary raw materials, particularly steel and plastic,
were extremely volatile.
The years 2008 and 2009 were particularly challenging for the Company and the educational furniture
industry in general. The budgetary pressures placed on school budgets in these years as a result
of the recession were more severe than any period in recent history. These budgetary pressures
directly impacted the demand for the Companys products, as the demand for educational furniture
largely depends upon: (1) available funding in a schools general operating fund and (2) the
completion of bond-funded projects, which is directly impacted by the amount of bond financing
issued to fund new school construction, to renovate older schools, and to fully equip new and
renovated schools. While funding from bond financing was relatively stable in 2008 and 2009 (and
has been over the past several years), school operating budgets experienced significant strain in
2008 and 2009. In response to these budgetary pressures, as is traditionally the case, schools
opted to retain teachers and spend less on repairs, maintenance and replacement furniture, which in
turn reduced the demand for, and sales of, the Companys products.
The Company was well-positioned to weather these challenges, however, as it had maintained its
reduced cost structure from prior restructurings, including a reduced workforce, wage and hiring
freezes and workforce flexibility, and reacted early to the deteriorating conditions, reducing
headcount through attrition, reducing production hours, and controlling inventory.
Cost reduction has been a focus of management since 2001 and the Company has achieved great success
in this arena. For example, headcount of permanent employees as of January 31, 2010, was
approximately 1,100 compared to a peak of nearly 2,950 in August 2000, and factory overhead was
less than $48 million in each of the fiscal years ended January 31, 2008, 2009 and 2010, compared
to over $72 million in the fiscal year ended January 31, 2001.
In addition, in 2008 and 2009, Virco continued to invest in new products, which positively impacted
sales. For example, in 2008, the Company launched the TEXT® and Lunada® table series and in 2009
the Company introduced Flip-Top Technology tables for computer classrooms. The Company also
utilized its new flat metal forming capabilities to introduce an array of desks, returns and
bookcases. Most recently, in 2010, the Company introduced, Parameter, an invigorating collection
of desks, returns and credenzas, and plans to further expand the use of our flat metal forming
capabilities to produce lateral files, vertical files and mobile pedestals.
Virco also benefits from its proprietary PlanSCAPE® software and experienced PlanSCAPE managers,
which allow Virco to prepare complete package solutions for the FF&E segment of bond-funded public
school construction
23
projects. PlanSCAPE software also enables the entire Virco sales force to
prepare quotations for less complicated projects. PlanSCAPE project management software allows
Vircos sales representatives to provide classroom-by-classroom planning documents for the
budgeting, acquisition and installation of FF&E.
The Company anticipates that demand for furniture in the education markets may decline in 2010 as a
result of the persistence of weak economic conditions. The Company expects that completion of
bond-funded school and college construction projects will be lower in 2010 than in each of 2008 and
2009 and that school budgets will remain strained. Completion of K-12 projects are expected to
decline by 10-15% and completion of college projects by 5-10%.
Management also anticipates reduced demand for replacement furniture due to the significant
financial pressures being placed on school operating budgets because of the current economic
crisis. The impact of the American Recovery and Reinvestment Act of 2009 (ARRA) on furniture
sales has been difficult to quantify, as many of the funds have been used to reduce layoffs of
teachers and administrators. It is unlikely that the ARRA will have a material impact on demand
for school furniture during the first half of 2010. The Company, however, plans to maintain its
core work force at current levels for the near future, supplemented with temporary labor as
considered necessary in order to produce, warehouse, deliver, and install furniture during the
coming summer. Because the Company has not closed any manufacturing or distribution facilities
that are utilized in operations, any increase in demand for our products can be met without any
required investment in physical infrastructure.
While the short-term economic conditions impacting the Companys core customer base are not
positive, there are certain underlying demographics, customer responses, and changes in the
competitive landscape that provide opportunities. First, the underlying demographics of the
student population are stable compared to the volatility of school budgets, and the related level
of furniture and equipment purchases. This volatility is attributable to the financial health of
the school systems. Virco management believes that there is a pent-up demand for quality school
furniture (though it is unclear when and to what extent that pent-up demand will be converted into
a meaningful increase in purchases). Second, management believes that parents and voters will
demand that we educate our children and make this an ongoing priority for future government
spending. Third, many schools have responded to the budget strains by reducing their support
infrastructure. School districts historically have operated central warehouses and professional
purchasing departments in a central business office. In order to retain teaching staff, many
school districts have shut down the warehouses and reduced their purchasing departments and
janitorial staffs. This change provides opportunities to sell services to schools, such as project
management for new or renovated schools, delivery to individual school sites rather than truckload
deliveries to central warehouses, and installation of furniture in classrooms. Moreover, this
change offers opportunities for Virco to promote its complete product assortment which allows
one-stop shopping as opposed to sourcing furniture needs from a variety of suppliers. Fourth, many
suppliers have shut down or dramatically curtailed their domestic manufacturing capabilities,
making it difficult for competitors to provide custom colors or finishes during a tight seasonal
summer delivery window when they are reliant upon a supply chain extending to China. Unlike its
primary competitors, Virco has maintained and expanded its domestic manufacturing capabilities,
recently adding flat metal forming processes to its manufacturing capabilities and bringing
production into its factories of products formerly sourced from other suppliers. Vircos domestic
factories are a strategic resource for providing its customers with timely delivery of a broad
selection of colors, finishes, laminates, and product styles. Finally, the financial health of the
competition, both manufacturers and dealers, may have been adversely impacted by the downturn in
the economy, creating opportunities for suppliers that can provide dependable delivery of
quality products and services. The current credit environment may make it difficult for
competitors to finance the significant seasonal nature of school furniture and equipment
deliveries.
Critical Accounting Policies and Estimates
This discussion and analysis of Vircos financial condition and results of operations is based
upon the Companys financial statements which have been prepared in accordance with U.S. generally
accepted accounting principles. The preparation of these financial statements requires Virco
management to make estimates and judgments that affect the Companys reported assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going
basis, management evaluates such estimates, including those related to revenue recognition,
allowance for doubtful accounts, valuation of inventory including, LIFO and obsolescence reserves,
self-insured retention for products and general liability insurance, self-insured retention for
workers compensation insurance, provision for warranty, liabilities under defined benefit and
other compensation programs, and estimates related to deferred tax assets and liabilities.
Management bases its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. This forms the basis of judgments about the
carrying value of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions. Factors that
could cause or contribute to these differences include the factors discussed above under Item 1,
Business, and elsewhere in this annual report on Form 10-K. Vircos critical accounting policies
are as follows:
24
Revenue Recognition: The Company recognizes revenue in accordance with FASB ASC Topic 605
Revenue Recognition. Sales are recorded when title passes and collectability is reasonably
assured under its various shipping terms. The Company reports sales as net of sales returns and
allowances and sales taxes imposed by various government authorities.
Allowances for Doubtful Accounts: Considerable judgment is required when assessing the
ultimate realization of receivables, including assessing the probability of collection, current
economic trends, historical bad debts and the current creditworthiness of each customer. The
Company maintains allowances for doubtful accounts that may result from the inability of our
customers to make required payments. Over the past five years, the Companys allowance for
doubtful accounts has ranged from approximately 0.7% to 1.4% of accounts receivable at year-end.
The allowance is evaluated using historic experience combined with a detailed review of past-due
accounts. The Company does not typically obtain collateral to secure credit risk. The primary
reason that Vircos allowance for doubtful accounts represents such a small percentage of accounts
receivable is that a large portion of the accounts receivable is attributable to low-credit-risk
governmental entities, giving Vircos receivables a historically high degree of collectability.
Although many states are experiencing budgetary difficulties, it is not anticipated that Vircos
credit risk will be significantly impacted by these events. Over the next year, no significant
change is expected in the Companys sales to government entities as a percentage of total revenues.
Inventory Valuation: Inventory is valued at the lower of cost or market. The Company uses the
LIFO (last-in, first-out) method of accounting for the material component of inventory and FIFO
(first in, first out) method for labor and overhead. The Company maintains allowances for
estimated obsolete inventory to reflect the difference between the cost of inventory and the
estimated market value. Allowances for 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 Companys 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.
Self-Insured Retention: For 2007, 2008, and 2009 the Company was self-insured for product liability
losses ranging up to $250,000 per occurrence, for workers compensation losses up to $250,000 per
occurrence, and for auto liability up to $50,000 per occurrence. The Company obtains annual
actuarial valuations for the self-insured retentions. Product liability, workers compensation,
and auto reserves for known and unknown incurred but not reported (IBNR) losses are recorded at
the net present value of the estimated losses using a discount rate ranging from 5.75 6.75% for
2009, 2008, and 2007. Given the relatively short term over which the IBNR losses are discounted,
the sensitivity to the discount rate is not significant. Estimated workers compensation losses
are funded during the insurance year and subject to retroactive loss adjustments. The Companys
exposure to self-insured retentions varies depending upon the market conditions in the insurance
industry and the availability of cost-effective insurance coverage. Self-insured retentions for
2010 will be comparable to the retention levels for 2009.
Warranty Reserve: The Company provides a product warranty on most products. The standard warranty
offered on products sold through January 31, 2005, is five years. Effective February 1, 2005, the
standard warranty was increased to 10 years on products sold after February 1, 2005. The Company
warranties generally provide that customers can return a defective product during the specified
warranty period following purchase in exchange for a replacement product or that the Company can
repair the product at no charge to the customer. The Company determines whether replacement or
repair is appropriate in each circumstance. The Company uses historic data to estimate appropriate
levels of warranty reserves. Because product mix, production methods, and raw material sources
change over time, historic data may not always provide precise estimates for future warranty
expense.
Defined Benefit Obligations: The Company has three defined benefit plans, the Virco Employees
Retirement Plan (the Employee Plan), the Virco Important Performers Plan (the VIP Plan) and the
Non-Employee Directors Retirement Plan (the Directors Plan), which provide retirement benefits to
employees and outside directors. Virco discounted the pension obligations for the Employee Plan
and the Directors Plan at a 5.75% and the VIP Plan at a 6.00% discount rate in 2009, a 6.75%
discount rate for all plans in 2008, and a 6.00% discount rate for all plans in 2007. The Company
utilized a 5.0% assumed rate of increase in compensation rates, and estimated a 6.5% return on plan
assets. These rate assumptions can vary due to changes in interest rates, the employment market,
and expected returns in the stock market. In prior years, the discount rate and the anticipated
rate of return on plan assets have decreased by several percentage points, causing pension expense
and pension obligations to increase. In 2008, the Company incurred significant losses on
investments held in trust to fund the pensions. These investment losses will cause future pension
costs to increase, and will require future cash contributions to adequately fund these pensions.
Although the Company does not anticipate any change in these rates in the coming year, any moderate
change
25
should not have a significant effect on the Companys financial position, results of
operations or cash flows.
Effective December 31, 2003, the Company froze new benefit accruals under all three plans. The
effect of freezing future benefit accruals minimizes the impact of future raises in compensation,
but introduced a new assumption related to the plan freeze. During 2007 and 2008 it was the
Companys intent to resume some form of a retirement benefit when the profitability and the
financial condition of the Company allowed, and the actuarial valuations assumed the plans would be
frozen for one additional year. During 2009 the Company determined that the freeze would likely
become permanent, and the Company recorded a plan curtailment gain of $29,000. If the Company had
assumed a permanent freeze, pension expense for 2008 and 2007 would have (decreased) / increased by
($145,000) and $64,000, respectively. The Company obtains annual actuarial valuations for all
three plans.
Deferred Tax Assets and Liabilities: The Company recognizes deferred income taxes under the asset
and liability method of accounting for income taxes in accordance with the provisions of FASB ASC
Topic 740 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 whether it is
more likely than not that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income or reversal of deferred tax liabilities during the periods in which those temporary
differences become deductible. The Company considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies in making this
assessment. Due to operating losses, the Company established a valuation allowance against the net
deferred tax assets in 2003. For the year ended January 31, 2007, based on this consideration, the
Company anticipated that it is more likely than not that the net deferred tax assets
would not be realized, and a valuation allowance was recorded against the net deferred tax assets.
During the fiscal year ended January 31, 2008, the results of operations of the Company were such
that the Company determined that is was more likely than not that all of the deferred tax asset
would be realized, and a $10,700,000 favorable adjustment to the valuation allowance was recorded
in the third quarter ended October 31, 2007. This was a non-cash benefit, resulting in a
$10,700,000 net adjustment to deferred tax assets recorded in the third quarter. At January 31,
2010, the Company has net operating loss carryforwards for federal and state income tax purposes,
expiring at various dates through 2029. Federal net operating losses that can potentially be
carried forward totaled approximately $4,524,000 at January 31, 2010. State net operating losses
that can potentially be carried forward totaled approximately $27,355,000 at January 31, 2010. The
Company has determined that it is more likely than not that some portion of the state net operating
loss and credit carryfowards will not be realized and has provided a valuation allowance of
$490,000 and $927,000 on the deferred tax assets at January 31, 2010 and 2009, respectively.
In June 2006, the Financial Accounting Standards Board (the FASB) issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48) now codified as part of FASB ASC Topic 740.
ASC Topic 740 addresses the determination of whether tax benefits claimed or expected to be claimed
on a tax return should be recorded in the financial statements. Under EITF 06-4, now codified
under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only
if it is more likely than not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax benefits recognized in the
financial statements from such a position should be measured based on the largest benefit that has
a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740
also provides guidance on derecognition, classification, interest and penalties on income taxes,
and accounting in interim periods and requires increased disclosures. The Company adopted the
provisions of ASC Topic 740 on February 1, 2007, the beginning of fiscal 2007. There was no
material impact as a result of the implementation of ASC Topic 740.
Results of Operations (2009 vs. 2008)
Financial Results and Cash Flow
For the fiscal year ended January 31, 2010, the Company earned net income of $300,000 on net sales
of $190,513,000 compared to net income of $1,210,000 on net sales of $212,003,000 in the same
period last year. The prior year results benefitted from a $1,131,000 gain from sale of real
estate offset by an impairment charge of $2,284,000 for goodwill and other intangible assets. The
current year was not affected by similar events. Net income per share was $0.02 for the fiscal
year ended January 31, 2010, compared to net income per share of $0.08 in the prior year. Cash
flow used in operations was $2,795,000 in 2009 compared to cash flow provided by operations of
$11,160,000 in the prior year.
Sales
Vircos sales decreased by 10.1% in 2009 to $190,513,000 compared to $212,003,000 in 2008. This
decrease in sales was attributable to a decline in unit volume which was driven by unfavorable
economic conditions experienced
26
during the year, offset by price increases of approximately 1%.
Prices only modestly increased in 2009 as commodity prices were relatively stable, and competitive
conditions as a result of the weak economy made it
difficult to increase prices. Sales of Vircos new products, including Sage, Metaphor®, Telos®,
and Text® increased in 2009 compared to 2008, but were offset by reductions in other product lines.
For 2010 the Company anticipates that the persistence of weak economic conditions will continue to
cause the amount of school furniture sold to decline compared to 2009. Any such decline will place
continued pressure on selling prices. The Company will continue to emphasize the value, design and
color selections of its products, the value of its distribution, delivery, installation, and
project management capabilities, and the value of timely deliveries during the peak seasonal
delivery period. In order to increase market share during 2010, the Company has added modestly to
its direct sales force, and when market conditions warrant, the Company will compete based on
direct prices and may reduce its prices to build or maintain its market share.
Cost of Sales
Cost of sales was 67.1% of sales in 2009 and 67.6% of sales in 2008. As a percent of sales, raw
material costs decreased by slightly more than 1% compared to the prior year due to the stability
of raw material costs in 2009 compared to 2008. 2008 was marked by significant volatility in steel
and plastic prices. This volatility was modestly mitigated by a LIFO gain of approximately
$733,000. Current year costs of sales benefited from a decrement in certain LIFO layers and a
related gain of approximately $54,000. In 2009, direct labor costs as a percent of sales were flat
compared to 2008. Manufacturing overhead costs increased slightly as a percent of sales.
Production hours in 2009 were comparable to 2008.
The Company is beginning 2010 with more inventory than in 2009. Production levels, which vary
depending upon selling volumes, are anticipated to be comparable to or slightly higher in 2010 than
2009. In addition, the Company expects production hours to increase in 2010 compared to 2009 due
to the addition of flat metal forming capabilities at its Conway, Arkansas facility. This
capability was acquired in 2009; the Company formerly sourced these items from domestic suppliers.
In 2010, the Company intends to more tightly integrate the ATS model with its marketing programs,
product development programs, and product stocking and Quick Ship plan. This anticipated
improvement in execution of ATS should allow the Company to offer a variety of products while
improving on-time delivery performance.
During 2010 the Company anticipates continued uncertainty and volatility in costs, particularly in
the areas of certain raw materials, transportation, and energy. The Company does not anticipate
that this volatility will be as dramatic in 2010 as experienced in 2008, but that it could be more
volatile than in 2009. For more information, please see the section below entitled Inflation and
Future Change in Prices.
Selling, General and Administrative and Other Expenses
Selling, general and administrative expenses for the fiscal year ended January 31, 2010, decreased
by approximately $3.0 million, or 4.6%, from the prior year, and were 32.3% of sales as compared to
30.4% in the prior year. Freight and installation costs decreased in both dollars and as a
percentage of sales due to reduced selling volumes, continued focus on a tiered price structures
that increased prices on small orders requiring freight and installation services, and efficiencies
from implementation of a new warehouse management system. Selling expenses increased slightly in
dollars and increased as a percentage of sales due to expanded selling efforts. G&A spending
increased due to higher pension expense primarily attributable to amortization of investment losses
incurred during 2009, but was otherwise flat compared to the prior year.
For 2010 the Company plans to modestly increase its direct selling force, but intends to make
other modifications in selling expenses to compensate for the increased headcount. The Company
anticipates that pension expense will decrease by approximately $400,000 as investment gains in
2009 mitigated a portion of the significant investment loss in 2008.
Interest expense was $325,000 less in 2009 compared to 2008 as a result of lower interest rates.
Provision for Income Taxes
At January 31, 2010, the Company had net operating losses carried forward for federal and state
income tax purposes, expiring at various dates through 2029 if not utilized. Federal net operating
losses that can potentially be carried forward totaled approximately $4,524,000 at January 31,
2010. State net operating losses that can potentially be carried forward totaled approximately
$27,355,000 at January 31, 2010. The Company has determined that it is more likely than not that
some portion of the state net operating loss and credit carryfowards will not be realized and
27
has
provided a valuation allowance of $490,000 and $927,000 on the deferred tax assets at January 31,
2010 and 2009 respectively.
Results of Operations (2008 vs. 2007)
Financial Results and Cash Flow
For the fiscal year ended January 31, 2009, the Company earned pre-tax income of $1,509,000 on net
sales of $212,003,000 compared to pre-tax income of $12,192,000 on net sales of $229,565,000 for
the prior year end. The 2008 results were affected by a $1,131,000 gain from sale of real estate
and an impairment charge of $2,284,000 for goodwill and other intangible assets. Net income for
the fiscal year ended January 31, 2009, was $1,210,000 compared to $22,219,000 the prior year end.
The 2007 year was significantly impacted by a $10,700,000 favorable adjustment to the
valuation allowance for deferred income taxes. Net income per share was $0.08 for 2008, compared
to net income per share of $1.54 in 2007. Cash flow from operations was $11,160,000 in 2008
compared to $16,884,000 in 2007.
Sales
Vircos sales decreased by nearly 7.7% in 2008 to $212,003,000 compared to $229,565,000 in 2007.
The decrease in sales was attributable to a decline in unit volume offset by a increased prices of
approximately 4%. Sales of Vircos new Sage, Metaphor®, and Telos® product lines increased, but
were offset by reductions in other product lines.
Orders and sales volumes declines were driven by the unfavorable economic conditions experienced
during the year. During the first half of the year, the reduction in business activity was
primarily attributable to states that had significant real estate exposure. During the second half
of the year, the reduction spread nationwide.
At the beginning of 2008, the Company raised prices modestly, and in response to dramatic increases
in the cost of steel and plastic in the second quarter, raised prices for new orders in the third
quarter. Due to the extreme seasonality of the Companys business, the mid-year price increase
only impacted about one-third of the orders received during the year.
Cost of Sales
Cost of sales was 67.6% of sales in 2008 and 63.6% of sales in 2007. Cost of sales as a percentage
of sales increased from 2007 to 2008 for two primary reasons. First, the Company incurred a
dramatic increase in the costs of steel and plastic, particularly in the second quarter. The cost
of steel increased by over 80% between the months of March and July of 2008. The Company raised
prices modestly for orders received in the third quarter, but the increase was late in the year,
and not adequate to compensate for the increased commodity costs. In addition, the cost of
petroleum (which impacts the cost of plastic, resin, inbound freight, and utilities) increased
during 2008. Second, in order to reduce inventory during uncertain economic times, the Company
reduced production hours by nearly 22% in 2008 compared to 2007. The largest portion of this
reduction occurred in the Companys fourth quarter.
Commodity costs decreased significantly in the fourth quarter of 2008, but not until after the
Companys summer season when most shipping activity occurs and not to the price levels at the
beginning of 2008. During the fourth quarter of 2008, when the Company significantly reduced
production levels and inventory, the Company benefited from a LIFO gain of approximately $733,000
by penetrating old layers of inventory.
The net impact of increased commodities costs, before the LIFO gain was approximately $7,000,000
for 2008. During 2008, the Company incurred approximately $4,800,000 of increased overhead
variances, primarily due to reductions in production.
Selling, General and Administrative and Other Expenses
Selling, general and administrative expenses for the fiscal year ended January 31, 2009, decreased
by approximately $4.6 million, and were 30.5% of sales as compared to 30.1% in the prior year.
Freight and installation costs decreased in both dollars and as a percentage of sales due to tiered
price structures that increased prices on small orders requiring freight and installation services.
Selling expenses increased in dollars and as a percentage of sales due to expanded selling
efforts.
Interest expense was $824,000 less in 2008 compared to 2007 as a result of borrowing levels
and interest rates being lower than in 2007.
28
Gain on Real Estate
Results for 2008 included a gain on sale of real estate. During the third quarter of 2008, the
Company sold a former manufacturing and distribution facility located in Conway, Arkansas. This
building was not used in the Companys furniture operations and had been held as rental property.
The Company recorded a gain on sale of $1,131,000 and generated $2,392,000 of net cash proceeds
from the transaction.
Goodwill Impairment
The Company identified a single reporting unit (the Company itself) as no components have been
identified beneath it. In the fourth quarter of 2008, our market capitalization decreased
significantly, which decreased the calculated fair value used in the Companys annual impairment
test in accordance with ASC Topic 350 Intangibles Goodwill and Other. Based on this
assessment, our management concluded that, as of January 31, 2009, the carrying value of our
reporting unit ($2,200,000 ) exceeded its fair value ($0) and thus goodwill was fully impaired.
Therefore, the Company recorded a pre-tax, non-cash goodwill impairment charge of $2,200,000. We
further note that after recording the impairment charge, we had no goodwill remaining on our
Consolidated Balance Sheet as of January 31, 2009.
For the fourth quarter of 2008 impairment test, we determined the fair value of the reporting unit
based on a weighting of market capitalization analysis and a discounted cash flow analysis. The
market capitalization is calculated by multiplying the share price of our common stock at the
measurement date by the number of outstanding common shares and adding a control premium. A
control premium was applied to the minority basis value to arrive at the reporting units estimated
fair value on a controlling basis. In addition to these financial considerations, qualitative
factors such as business descriptions, market served, and profitability were considered in our
analysis. The selection and weighting of the fair value techniques may result in a higher or
lower fair value. Judgment is applied in determining the weightings that are most representative
of fair value. Management has performed a sensitivity analysis on its significant assumptions and
has determined that a change in its assumptions within selected sensitivity testing levels would
not impact its conclusion.
Provision for 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 Topic 740, 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 whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income or reversal of deferred tax liabilities
during the periods in which those temporary differences become deductible. The Company considers
the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment. Based on these considerations, at January 31, 2007,
the Company believed that it was more likely than not that the net deferred tax assets would not be
realized, and a 100% valuation allowance was recorded against the net deferred tax assets at
January 31, 2007. During the year ended January 31, 2008, the operating results of the Company
demonstrated the second consecutive year of significantly improved pre-tax operating results. A
significant portion of the net deferred tax asset relating to NOL carryforwards was realized, and
at the third quarter ending October 31, 2007, the Company determined that it was more likely than
not that the net deferred tax assets would be realized. In the third quarter, the Company recorded
a $10.7 million favorable adjustment to the valuation allowance against the net deferred tax
assets.
Because the Company benefited from NOL carryforwards for 2007, the effective income tax expense was
very low, with income tax expense being primarily attributable to alternative minimum taxes
combined with income and franchise taxes as required by various states. The tax rates experienced
during this year, and the significant adjustment to the valuation allowance in 2007, are not
expected to recur in 2010. The Company anticipates an effective federal income tax rate of 34-35%
in 2010.
In addition, as discussed above, the Company adopted the provisions of EITF 06-4, now codified
under ASC Topic 740, on February 1, 2007. There was no material impact as a result of the
implementation of ASC Topic 740.
Inflation and Future Change in Prices
Inflation rates had a material impact on the Company in 2008, and a modest impact on the Company in
2009 and 2007. During 2008, the Company incurred a dramatic increase in the costs of steel and
plastic, particularly in the second quarter. The cost of steel increased by more than 80% between
the months of March and July of 2008. The Company raised prices modestly for orders received in
the third quarter, but the increase was late in the year, and not adequate to compensate for the
increased commodity costs. In addition, the cost of petroleum (which impacts
29
the cost of plastic,
resin, inbound freight, and utilities) increased during 2008. During 2009 and 2007, the volatility
of pricing for raw materials was substantially more moderate when compared to 2008.
For 2010, the Company anticipates continued volatility in costs, particularly with respect to
certain raw materials, transportation, energy and employee benefits. Anticipated volatility for
2010 is not expected to be as severe as experienced in 2008. There is continued uncertainty with
respect to raw material costs that are affected by the price of oil, especially plastics.
Transportation costs may be adversely affected by increased oil prices, in the form of
increased operation costs for our fleet, and surcharges on freight paid to third-party carriers.
Furthermore, as a result of current adverse economic conditions, there has been a reduction in
freight carriers that compete for Vircos business. Virco expects to incur continued pressure on
employee benefit costs. The Company has renewed health insurance contracts for its employees
through December 2010, but costs subsequent to that date may be adversely impacted by current
legislation. Virco has aggressively addressed these costs by reducing headcount,
freezing pension benefits, passing on a portion of increased medical costs to employees, and hiring
temporary workers who are not eligible for benefit programs.
To recover the cumulative impact of increased costs, the Company raised the list prices for Vircos
products in 2007 and 2008. Due to current economic conditions, the Company anticipates significant
price competition in 2010, and may not be able to raise prices without risk of losing market share.
The Company anticipates that the volatility of commodity costs will not be as significant in 2010
as experienced in 2008. As a significant portion of Vircos business is obtained through
competitive bids, the Company is carefully considering material and transportation costs as part of
the bidding process. Total material costs for 2010, as a percentage of sales, could be higher than
in 2009. No assurance can be given that the Company will experience stable, modest or substantial
increases in raw material prices in 2010. The Company is working to control and reduce costs by
improving production and distribution methodologies, investigating new packaging and shipping
materials, and searching for new sources of purchased components and raw materials.
The Company uses the LIFO method of accounting for the material component of inventory. Under this
method, the cost of products sold as reported in the Companys financial statements approximates
current cost, and reduces the distortion in reported income due to increasing costs. Depreciation
expense represents an allocation of historic acquisition costs and is less than if based on the
current cost of productive capacity consumed.
Liquidity and Capital Resources
Working Capital Requirements
Virco addresses liquidity and capital requirements in the context of short-term seasonal
requirements and long-term capital requirements of the business. The Companys core business of
selling furniture to publicly funded educational institutions is extremely seasonal. The seasonal
nature of this business permeates most of Vircos operational, capital, and financing decisions.
The Companys working capital requirements during and in anticipation of the peak summer season
oblige management to make estimates and judgments that affect Vircos assets, liabilities, revenues
and expenses. Management expends a significant amount of time during the year, and especially in
the first quarter, developing a stocking plan and estimating the number of employees, the amount of
raw materials, and the types of components and products that will be required during the peak
season. If management underestimates any of these requirements, Vircos ability to fill customer
orders on a timely basis or to provide adequate customer service may be diminished. If management
overestimates any of these requirements, the Company may be required to absorb higher storage,
labor and related costs, each of which may affect profitability. On an ongoing basis, management
evaluates such estimates, including those related to market demand, labor costs, and inventory
levels, and continually strives to improve Vircos ability to correctly forecast business
requirements during the peak season each year.
As part of Vircos efforts to address seasonality, financial performance and quality without
sacrificing service or market share, management has been refining the Companys ATS operating
model. ATS is Vircos version of mass-customization, which assembles standard, stocked components
into customized configurations before shipment. The Companys ATS program reduces the total amount
of inventory and working capital needed to support a given level of sales. It does this by
increasing the inventorys versatility, delaying assembly until the last moment, and reducing the
amount of warehouse space needed to store finished goods.
In addition, Virco finances its largest balance of accounts receivable during the peak season.
This occurs for two primary reasons. First, accounts receivable balances naturally 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.
As the capital required for the summer season generally exceeds cash available from operations,
Virco has historically relied on third-party bank financing to meet seasonal cash flow
requirements. Virco has established a
30
long-term (20 years) relationship with its primary lender,
Wells Fargo Bank. On an annual basis, the Company prepares a forecast of seasonal working capital
requirements, and renews its revolving line of credit. On January 29, 2010, the Company renewed its
revolving line of credit with Wells Fargo Bank, entering into a third amendment to its amended and
restated credit facility with Wells Fargo Bank. Available borrowing under the line ranges from
$20-$50 million depending upon the period of the seasonal business cycle. The interest rate paid
under the loan adjusts quarterly depending upon rolling 12 month EBITDA. The Company can elect
either LIBOR or Prime-based rate. The revolving line has a 23-month maturity.
The line of credit is secured by the Companys accounts receivable, inventories, and equipment and
property. The credit facility with Wells Fargo Bank is subject to various financial covenants and
places certain restrictions on capital expenditures, new operating leases, dividends and the
repurchase of the Companys common stock. In addition, there is a clean down provision that
requires the Company to reduce borrowings under the line to less than $10 million for a period of
30 days each fiscal year. The Company believes that normal operating cash flow will allow it to
meet the clean down requirement with no adverse impact of the Companys liquidity. Approximately
$14,091,000 was available for borrowing as of January 31, 2010.
During 2009, 2008 and 2007 the Company maintained the strength of its balance sheet and available
liquidity through three primary methods. First, the Company earned a net income of approximately
$300,000 in 2009, $1.2 million in 2008, and $22.2 million in 2007. The 2007 results included a
$10,700,000 adjustment to deferred tax assets, but despite this large non-cash item, the Company
still recorded operating cash flow of ($2,795,000) in 2009, $11,160,000 in 2008, and $16,884,000 in
2007. The primary reason for the change in operating cash flow between 2009 and 2008 is the
difference in change in inventory levels. In 2008, the Company reduced inventory by approximately
$10 million. In 2009, the Company built additional inventory in the fourth quarter to facilitate
the transition from purchasing flat metal formed product to manufacturing flat metal formed
product. The Company hopes to produce flat metal products in-house without significant additions
to its production staff by more fully utilizing productive capacity in the traditionally slow
fourth quarter. Second, our continued disciplines over capital expenditures resulted in
depreciation expense in excess of capital expenditures by approximately $0.6 million in 2008 and
$1.8 million in 2007. Third, the Company reduced assets employed in the business by selling a
building for $2,392,000 in 2008 and controlling levels of inventory and receivables.
Management believes cash generated from operations and from the previously described sources will
be adequate to meet its capital requirements in the next 12 months.
Long-Term Capital Requirements
In addition to short-term liquidity considerations, the Company continually evaluates long-term
capital requirements. From 1997 through 2000, the Company completed two large capital projects,
which have had significant subsequent effects on cash flow. The first project was the
implementation of the SAP enterprise resources planning system. The second project was the
expansion and re-configuration of the Conway, Arkansas, manufacturing and distribution facility.
Upon completion of these projects, the Company dramatically reduced capital spending. During
2001-2005 capital expenditures ranged from 25%-40% of depreciation expense. Management intends to
limit future capital spending until growth in sales volume fully utilizes the new plant and
distribution capacity. Capital expenditures will continue to focus on new product development
along with the tooling and new processes required to produce new products. The Company has
established a goal of limiting capital spending to less than $5,000,000 for 2010, which is slightly
less than anticipated depreciation expense.
Asset Impairment
As more fully discussed in the results of operations for 2008, the Company recorded a $2,200,000
pre-tax, non-cash impairment to goodwill in the fourth quarter of 2008. After the impairment
charge, the Company had no goodwill on its Consolidated Balance Sheet at January 31, 2010 or
January 31, 2009.
In December 2003, the Company acquired certain assets of Corex Products, Inc., a manufacturer of
compression-molded components, for approximately $1 million. These assets have been transferred to
the Companys Conway, Arkansas, location where they have been integrated with the Companys
existing compression-molding operation. In connection with this acquisition, the Company acquired
certain patents and other intangible assets. During the fourth quarter of 2008, the Company
determined that it would not utilize one of the patents acquired, and took an $84,000 pre-tax
impairment charge. After the impairment charge, the Company has no intangible assets on its
Consolidated Balance Sheet at January 31, 2010 or January 31, 2009.
The Company made substantial investments in its infrastructure in 1998, 1999, and 2000. The
investments included a new factory, new warehouse, and new production and distribution equipment.
The factory, warehouse, and
31
equipment acquired are used to produce, store, and ship a variety of
product lines, and the use of any one piece of equipment is not dependent on the success or volume
of any individual product. New products are designed to use as many common or existing components
as practical. As a result, both our ATS inventory components and the machines used to produce them
become more versatile. The Company evaluates the potential for impaired assets on a quarterly
basis. As of January 31, 2010, there has been no impairment to the long-lived assets of the
Company, other than described above.
Contractual Obligations
The Company leases manufacturing, transportation, and office equipment, as well as real estate
under a variety of operating leases. The Company leases substantially all vehicles, including
trucks and passenger cars under operating leases where the lessor provides fleet management
services for the Company. The fleet management services provide Virco with operating efficiencies
relating to the acquisition, administration, and operation of leased vehicles. Real estate leases
have been used where the Company did not want to make a long-term commitment to a location, or when
economic conditions favored leasing. The Torrance manufacturing and distribution facility is
leased under an operating lease that expires on February 28, 2015. The Company does not have any
lease obligations or purchase commitments in excess of normal recurring obligations. Leasehold
improvements and tenant improvement allowances are depreciated over the lesser of the expected life
of the asset or the lease term.
Contractual Obligations
Payments Due by Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1 |
|
|
|
|
|
|
|
|
|
|
More than 5 |
|
(In thousands) |
|
Total |
|
|
year |
|
|
1-3 years |
|
|
3-5 years |
|
|
years |
|
|
Long-term debt obligations |
|
$ |
6,924 |
|
|
$ |
12 |
|
|
$ |
6,901 |
|
|
$ |
11 |
|
|
$ |
|
|
Interest on long-term debt
obligations |
|
|
347 |
|
|
|
1 |
|
|
|
345 |
|
|
|
1 |
|
|
|
|
|
Operating lease obligations |
|
|
29,701 |
|
|
|
6,367 |
|
|
|
11,340 |
|
|
|
10,046 |
|
|
|
1,948 |
|
Purchase obligations |
|
|
16,633 |
|
|
|
16,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
53,605 |
|
|
$ |
23,013 |
|
|
$ |
18,586 |
|
|
$ |
10,058 |
|
|
$ |
1,948 |
|
|
|
|
We may be required to make significant cash outlays related to our unrecognized tax benefits.
However, due to the uncertainty of the timing of future cash flows associated with our unrecognized
tax benefits, we are unable to make reasonably reliable estimates of the period of cash settlement,
if any, with the respective taxing authorities. Accordingly, unrecognized tax benefits of $636,000
as of January 31, 2010, have been excluded from the contractual obligations table above. For
further information related to unrecognized tax benefits, see Note 7, Income Taxes, to the
consolidated financial statements included in this report.
Vircos largest market is publicly funded school districts. A significant portion of this business
is awarded on a bid basis. Many school districts require that a bid bond be posted as part of the
bid package. In addition to bid bonds, many districts require a performance bond when the bid is
awarded. At January 31, 2010, the Company had bonds outstanding valued at approximately
$2,543,000. To the best of managements knowledge, in over 60 years of selling to schools, Virco
has never had a bid or performance bond called.
The Company provides a warranty against all substantial defects in material and workmanship. In
2005 the Company extended its standard warranty from five years to 10 years. The Companys
warranty is not a guarantee of service life, which depends upon events outside the Companys
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. At the current time, management cannot reasonably determine whether warranty
claims for the upcoming fiscal year will be less than, equal to, or greater than warranty claims
incurred in 2009. The following is a summary of the Companys warranty-claim activity during 2009
and 2008.
|
|
|
|
|
|
|
|
|
|
|
January 31, |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
Beginning balance |
|
$ |
1,950 |
|
|
$ |
1,750 |
|
Provision |
|
|
710 |
|
|
|
1,184 |
|
Costs incurred |
|
|
(985 |
) |
|
|
(984 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
1,675 |
|
|
$ |
1,950 |
|
|
|
|
32
Retirement Obligations
The Company provides retirement benefits to employees and non-employee directors under three
defined benefit retirement plans; the Employee Plan, the VIP Plan, and the Directors Plan. The
Employee Plan is a qualified retirement plan that is funded through a trust held at Wells Fargo
Bank (Trustee). The other two plans are non-qualified retirement plans. Benefits under the VIP
Plan is secured by life insurance policies held in a rabbi trust and the Directors Plan is not
funded.
Accounting policy regarding pensions requires management to make complex and subjective estimates
and assumptions relating to amounts which are inherently uncertain. Three primary economic
assumptions influence the reported values of plan liabilities and pension costs. The Company takes
the following factors into consideration.
The discount rate represents an estimate of the rate of return on a portfolio of high-quality
fixed-income securities that would provide cash flows that match the expected benefit payment
stream from the plans. When setting the discount rate, the Company utilizes a spot-rate yield
curve developed from high-quality bonds currently available which reflects changes in rates that
have occurred over the past year. This assumption is sensitive to movements in market rates that
have occurred since the preceding valuation date, and therefore may change from year to year.
Virco discounted the pension obligations for the Employee Plan and the Directors Plan at a 5.75%
and the VIP Plan at a 6.00% discount rate in 2009, a 6.75% discount rate for all plans in 2008, and
a 6.00% discount rate for all plans in 2007.
Because the Company froze future benefit accruals for all three defined benefit plans, the
compensation increase assumption had no impact on pension expense, accumulated benefit obligation
or projected benefit obligation for the period ended January 31, 2010 or 2009.
The assumed rate of return on plan assets represents an estimate of long-term returns available to
investors who hold a mixture of stocks, bonds, and cash equivalent securities. When setting its
expected return on plan asset assumptions, the Company considers long-term rates of return on
various asset classes (both historical and forecasted, using data collected from various sources
generally regarded as authoritative) in the context of expected long-term average asset allocations
for its defined benefit pension plan. For 2009, 2008 and 2007 the Company used a 6.5% expected
return on plan assets, net of expenses.
Effective December 31, 2003, benefit accruals were frozen for all three plans. Employees can
continue to vest under the benefits earned to date, but no covered participants will earn
additional benefits under the plan freeze. In 2003, as a result of the freeze, the projected
benefit obligation decreased by approximately $7,500,000.
The effect of freezing future benefit accruals minimizes the impact of future raises in
compensation, but introduced a new assumption related to the plan freeze. During 2007 and 2008 it
was the Companys intent to resume some form of a retirement benefit when the profitability and the
financial condition of the Company allowed, and the actuarial valuations assumed the plans would be
frozen for one additional year. During 2009 the Company determined that the freeze would likely
become permanent, and the Company recorded a plan curtailment gain of $29,000. If the Company had
assumed a permanent freeze, pension expense for 2008 and 2007 would have (decreased) / increased by
($145,000) and $64,000, respectively. The Company obtains annual actuarial valuations for all
three plans.
During 2008 the Company incurred a large loss on assets held for investment in the qualified
pension trust. This loss has adversely impacted the funded status of the plan, and required the
Company to record a $6.8 million increase in pension liability offset by an increase in other
comprehensive loss. These losses could require the Company to increase cash contributions to the
plan over the next several years, and increased pension expense for 2009 by over $1 million as
compared to 2008 pension expense.
It is the Companys policy to contribute adequate funds to the trust accounts to cover benefit
payments under the VIP Plan and Director Plan and to maintain the funded status of the Employee
Plan at a level which is adequate to avoid significant restrictions to the Employee Plan under the
Pension Protection Act of 2006. The Company contributed $4.3 million to the trust in 2009. The
Company contributed $2.1 million during the 13 month period from January 1, 2008 through January
31, 2009, and $3.1 million in 2007. Contributions during 2010 will depend upon actual investment
results and benefit payments, but are anticipated to range from $1-2 million. During 2009, 2008,
and 2007, the Company paid approximately $476,000, $485,000, and $370,000 in benefits per year
under the non-qualified plans. It is anticipated that contributions to non-qualified plans will be
approximately $559,000 for 2010. At January 31, 2010, accumulated other comprehensive
loss of approximately $13.1 million ($9.6 million net of tax) is attributable to the pension plans.
The Company does not anticipate making any significant changes to the pension assumptions in the
near future. If the Company were to have used different assumptions in the fiscal year ended
January 31, 2010, a 1% reduction in
33
investment return would have increased expense by approximately
$200,000, a 1% change in the rate of compensation increase would had no impact, and a 1% reduction
in the discount rate would have increased expense
by $143,000. A 1% reduction in the discount rate would have increased the pension benefit
obligations by approximately $2.8 million.
Stockholders Equity
Prior to 2003, Virco had established a track record of paying cash dividends to its stockholders
for more than 20 consecutive years. As a result of operating losses, the Company discontinued
paying dividends in the second quarter of 2003. The Company initiated a $0.025 per share quarterly
cash dividend in the fourth quarter of 2007 and continued to pay the $0.025 quarterly dividend
through 2009. The Board of Directors intends to continue payment of a quarterly cash dividend as
long as the results of operations and cash flow allow. The Board must approve each quarterly
dividend payment. The Companys current line of credit with Wells Fargo Bank restricts funds used
for cash dividends and stock repurchases to a maximum of $5 million. During 2009, the Company paid
cash dividends of $1,421,000 and repurchased $652,000 of stock. During 2008, the Company paid cash
dividends of $1,445,000 and repurchased $950,000 of stock. The Company did not repurchase any
shares of stock during 2007.
Virco issued a 10% stock dividend or 3/2 stock split every year beginning in 1982 through 2002.
Although the stock dividend has no cash consequences to the Company, the accounting methodology
required for 10% dividends has affected the equity section of the balance sheet. When the Company
records a 10% stock dividend, 10% of the market capitalization of the Company on the date of the
declaration is reclassified from retained earnings to additional paid-in capital. During the
period from 1982 through 2002, the cumulative effect of the stock dividends has been to reclassify
over $122 million from retained earnings to additional paid-in capital. The equity section of the
balance sheet on January 31, 2010, reflects additional paid-in capital of approximately $114
million and deficit retained earnings of approximately $39.8 million. Other than the losses
incurred during 2003, 2004, and 2005, the retained deficit is a result of the accounting
reclassification, and is not the result of accumulated losses.
Environmental and Contingent Liabilities
The Company and other furniture manufacturers are subject to federal, state, and local laws and
regulations relating to the discharge of materials into the environment and the generation,
handling, storage, transportation, and disposal of waste and hazardous materials. In addition to
policies and programs designed to comply with environmental laws and regulations, Virco has enacted
programs for recycling and resource recovery that have earned repeated commendations, including the
2001 through 2005 California Waste Reduction Awards Program, designation in 2003 as a Charter
Member of the WasteWise Hall of Fame, in 2002 as a WasteWise Partner of the Year, and in 2001 as a
WasteWise Program Champion for Large Businesses by the United States Environmental Protection
Agency. More recently, Virco was honored in 2007, 2008 and 2009 with a Certificate of Recognition
by The Sanitation Districts of Los Angeles County for compliance with industrial waste water
discharge guidelines. Also in 2009, Virco was recognized as a Waste Reduction Awards Program
(WRAP) winner by the California Integrated Waste Management Board (CIWMB), and presented with the
SoCAL Environmental Excellence and Development (SEED) Award for Waste Reduction and Recycling by
the South Bay Business Environmental Coalition. Despite these significant accomplishments,
environmental laws have changed rapidly in recent years, and Virco may be subject to more stringent
environmental laws in the future. The Company has expended, and expects to continue to spend,
significant amounts in the future to comply with environmental laws. Normal recurring expenses
relating to operating our factories in a manner that meets or exceeds environmental laws are
matched to the cost of producing inventory. Despite our significant dedication to operating in
compliance with applicable laws, there is a risk that the Company could fail to comply with a
regulation or that applicable laws and regulations could change. Should such eventualities occur,
the Company records liabilities for remediation costs when remediation costs are probable and can
be reasonably estimated.
In 2009 and 2008, the Company was self-insured for product and general liability losses of up to
$250,000 per occurrence, for workers compensation losses up to $250,000 per occurrence, and for
auto liability up to $50,000 per occurrence. In prior years the Company has been self-insured for
workers compensation, automobile, product, and general liability losses. The Company has
purchased insurance to cover losses in excess of the self-insured retention or deductible up to a
limit of $30,000,000. For the insurance year beginning April 1, 2010, the Company will be
self-insured for product and general liability losses up to $250,000 per occurrence, for workers
compensation losses up to $250,000 per occurrence, and for auto liability up to $50,000 per
occurrence. In future years, the Companys exposure to self-insured retentions will vary depending
upon the market conditions in the insurance industry and the availability of cost-effective
insurance coverage.
34
During the past 12 years the Company has aggressively pursued a program to improve product quality,
reduce product liability claims and losses, and to more aggressively litigate product liability
cases. This program has continued through 2009 and has resulted in reductions in product liability
claims and litigated product liability cases. In addition, the Company has active safety programs
to improve plant safety and control workers compensation
losses. Management does not anticipate that any related settlement, after consideration of the
existing reserves for claims and potential insurance recovery, would have a material adverse effect
on the Companys financial position, results of operations, or cash flows.
Off-Balance Sheet Arrangements
The Company did not enter into any material off-balance sheet arrangements during its 2009 fiscal
year, nor did the Company have any material off-balance sheet arrangements outstanding at January
31, 2010.
New Accounting Pronouncements
In December 2008, the FASB issued new guidance impacting FASB ASC 715-20-50, Compensation
Retirement BenefitsDefined Benefit PlansDisclosure (formerly FSP FAS 132(R)-1, Employers
Disclosures about Postretirement Benefit Plan Assets), which expands the disclosure requirements
related to an employers defined benefit pension or other postretirement plan. The guidance
requires additional disclosure information, including how a company makes investment allocation
decisions, the fair value of each major category of plan assets and the nature and amount of
concentration risk within or across those plan asset categories. Additionally, the guidance
requires disclosures about the valuation of plan assets, including the level within the fair value
hierarchy in which fair value measurements of plan assets fall and information about the inputs and
valuation techniques used to measure the fair value of plan assets. The guidance, which applies
only to disclosures, is effective for fiscal years ending after December 15, 2009. We have adopted these new requirements, which
are included in Note 4 to these consolidated financial statements.
In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (ASC 605) Multiple
Deliverable Arrangements, which modifies the requirements for determining whether a deliverable in
a multiple element arrangement can be treated as a separate unit of accounting by removing the
criteria that objective and reliable evidence of fair value exists for the undelivered elements.
The new guidance requires consideration be allocated to all deliverables based on their relative
selling price using vendor specific objective evidence (VSOE) of selling price, if it exists;
otherwise selling price is determined based on third-party evidence (TPE) of selling price. If
neither VSOE nor TPE exist, management must use its best estimate of selling price (ESP) to
allocate the arrangement consideration. The Company will adopt this update effective February 1,
2010. The Company does not expect the adoption of the amendments in ASU 2009-13 will have a
material impact on its consolidated financial position and the results of its operations.
In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05 (ASU 2009-05), an
update to ASC 820, Fair Value Measurements and Disclosures. ASU 2009-05 amends ASC 820 by
providing additional guidance (including illustrative examples) clarifying the measurement of
liabilities at fair value. When a quoted price in an active market for the identical liability is
not available, the amendments in ASU 2009-05 require that the fair value of a liability be measured
using one or more of the listed valuation techniques that should maximize the use of relevant
observable inputs and minimize the use of unobservable inputs. In addition, the amendments in ASU
2009-05 clarify that when estimating the fair value of a liability, an entity is not required to
include a separate input or adjustment to other inputs relating to the existence of a restriction
that prevents the transfer of the liability. The amendments also clarify how the price of a traded
debt security, (i.e., an asset value) should be considered in estimating the fair value of the
issuers liability. The amendments in ASU 2009-05 are effective the first reporting period
(including interim periods) beginning after its issuance, or as of October 31, 2009, for the
Company. The adoption had no impact to the financial statements.
In June 2009, the FASB issued FAS 167 now codified as ASC 810 Amendments to FASB Interpretation
No. 46(R) , the objective of which is to improve financial reporting by enterprises involved with
variable interest entities. FAS 167 is effective for annual reporting periods that begin after
November 15, 2009, for interim periods within that first annual reporting period, and for interim
and annual reporting periods thereafter. Early application is not permitted. We expect to adopt
this statement during our fiscal 2010 first quarter. The adoption of this statement is not expected
to have a material impact on our financial position or results of operations.
In July 2009, we adopted Statement of Financial Accounting Standard (SFAS) 165 now codified as FASB
ASC Topic 855 Subsequent Events , which establishes accounting and reporting standards for events
that occur after the balance sheet date but before financial statements are issued or are available
to be issued. FASB ASC Topic 855
35
was effective for fiscal years and interim periods ending after
June 15, 2009. The adoption of FASB ASC Topic 855 did not have a material impact on the Companys
consolidated financial statements.
In June 2009, the FASB issued SFAS No. 168 now codified as ASC 105-10 The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (SFAS No.
168). SFAS No. 168 establishes the FASB Accounting Standards Codification (the Codification) as the
source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in the preparation of
financial standards in conformity with US GAAP. Rules and interpretive releases of the Securities
and Exchange Commission (SEC) under authority of federal securities laws are also sources of
authoritative US GAAP for SEC registrants. SFAS No. 168 is effective for financial statements
issued by us for interim and annual periods after September 15, 2009. On the effective date of SFAS
No. 168, all then-existing non-SEC accounting and reporting standards are superseded, with the
exception of certain promulgations listed in SFAS No. 168. The adoption of SFAS No. 168 did not
have a significant effect on our condensed consolidated financial statements as the purpose of the
Codification is not to create new accounting and reporting guidance. Rather, the Codification is
meant to simplify user access to all authoritative US GAAP. References to US GAAP in our published
financial statements included herein have been updated, as appropriate, to cite the Codification.
In June 2008, the FASB issued EITF 03-6-1 now codified as ASC 260-10 Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities. Under FASB
ASC Topic 505, unvested share-based payment awards that contain non-forfeitable rights to dividends
or dividend equivalents, whether they are paid or unpaid, are considered participating securities
and should be included in the computation of earnings per share pursuant to the two-class method.
FASB ASC Topic 505 is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those years. FASB ASC Topic 505 also requires all
prior period earnings per share data presented to be adjusted retrospectively and early application
is not permitted. The Company adopted FASB ASC Topic 505 on February 1, 2009, and the adoption did
not have an impact on its financial statements.
In September 2006, the FASB issued SFAS No. 157, which is now codified as FASB ASC Topic 820, Fair
Value Measurements. This standard defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosures about fair value
measurements. FASB ASC Topic 820 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, which is the fiscal year beginning February 1, 2008, for the
Company. The Company adopted FASB ASC Topic 820 effective February 1, 2008. The adoption of FASB
ASC Topic 820 for financial assets and liabilities held by the Company did not have a material
effect on the Companys financial statements or notes thereto.
In February 2008, the FASB issued FSP FAS 157-2, which is now codified as FASB ASC Topic 820, Fair
Value Measurements permits a one-year deferral of the application of SFAS No. 157 for all
non-financial assets and non-financial liabilities, except those that are recognized or disclosed
at fair value in the financial statements on a recurring basis (at least annually). The Company
adopted SFAS No. 157 for non-financial assets and non-financial liabilities on February 1, 2009,
and the provisions did not have a material effect on the Companys results of operations, financial
position or cash flows.
In December 2007, the FASB issued SFAS No. 141 (Revised) now codified as FASB ASC Topic 805,
Business Combinations and SFAS No. 160 now codified as FASB ASC Topic 810, Non-controlling
Interests in Consolidated Financial Statements An Amendment of ARB No. 51 (FASB ASC Topic
810). FASB ASC Topic 805 broadens its scope by applying the acquisition method to all
transactions and other events in which one entity obtains control over one or more other
businesses, and requires, among other things, that assets acquired and liabilities assumed be
measured at fair value as of the acquisition date, that liabilities related to contingent
considerations be recognized at the acquisition date and remeasured at fair value in each
subsequent reporting period, that acquisition-related costs be expensed as incurred, and that
income be recognized if the fair value of the net assets acquired exceeds the fair value of the
consideration transferred. FASB ASC Topic 810 establishes accounting and reporting standards for
non-controlling interests (i.e., minority interests) in a subsidiary, including changes in a
parents ownership interest in a subsidiary and requires, among other things, that non-controlling
interests in subsidiaries be classified as a separate component of equity. Except for the
presentation and disclosure requirements which are to be applied retrospectively for all periods
presented, FASB ASC Topic 805 and FASB ASC Topic 810 are to be applied prospectively in financial
statements issued for fiscal years beginning after December 15, 2008. The adoption of FASB ASC
Topic 805 and FASB ASC Topic 810 on February 1, 2009, did not have any material impact on the
Companys financial statements.
In March 2008, the FASB issued SFAS No. 161 now codified as FASB ASC Topic 815, Disclosures about
Derivative Instruments and Hedging Activities (FASB ASC Topic 815). FASB ASC Topic 815 requires
companies with derivative instruments to disclose information that should enable readers of
financial statements to understand how and why a company uses derivative instruments, how
derivative instruments and related hedged
36
items are accounted for under FASB ASC Topic 815 and how
derivative instruments and related hedged items affect a companys financial position, financial
performance and cash flows. FASB ASC Topic 815 was effective for the Company on February 1, 2009.
The adoption of FASB ASC Topic 815 did not have an effect on the Companys financial position,
results of operations or cash flows.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The Company is subject to interest rate risk related to its seasonal borrowings used to finance
additional inventory and receivables. Rising interest rates may adversely affect the Companys
results of operations and cash flows related to its variable-rate bank borrowings under the credit
line with Wells Fargo Bank. Accordingly, a 100 basis point upward fluctuation in the lenders base
rate would have caused the Company to incur additional interest charges of approximately $120,000
for the 12 months ended January 31, 2010. The Company would have benefited from a similar interest
savings if the base rate were to have fluctuated downward by a like amount.
The Company has used derivative financial instruments to reduce interest rate risks. The Company
does not hold or issue derivative financial instruments for trading purposes. All derivatives are
recognized as either assets or liabilities in the statement of financial condition and are measured
at fair value. At January 31, 2010 and 2009, the Company had no derivative instruments.
The Companys business is subject to changes in the price of raw materials used to manufacture its
products, such as steel, plastic, wood, aluminum, polyethylene, polypropylene, plywood,
particleboard, and cartons, as well as the price of petroleum, which not only affects the cost of
plastic, but also the Companys transportation costs and costs of operating its manufacturing
facilities. With respect to the Companys annual contracts (or those contracts that have longer
terms), the Company may have limited ability to increase prices during the term of the contract.
The Company has, however, negotiated increased flexibility under many of these contracts that allow
the Company to increase prices on future orders. Nevertheless, even with respect to these more
flexible contracts, the Company does not have the ability to increase prices on orders received
prior to any announced price increases. Due to the intensely seasonal nature of its business, the
Company may receive significant orders during the first and second quarters for delivery in the
second and third quarter. With respect to any of the contracts described above, if the costs of
raw materials increase suddenly or unexpectedly, the Company cannot be certain that it will be able
to implement corresponding increases in its sales prices in order to offset such increased costs.
Significant cost increases in providing products during a given contract period can adversely
impact operating results and have done so during prior years, especially 2004, 2005, and 2008. The
Company typically benefits from any decreases in raw material costs under the contracts described
above as well.
37
|
|
|
Item 8. |
|
Financial Statements and Supplementary Data |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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39 |
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40 |
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41 |
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42 |
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44 |
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45 |
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46 |
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47 |
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38
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Virco Mfg. Corporation (the Company) is responsible for establishing and
maintaining adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As defined by the Securities and
Exchange Commission, internal control over financial reporting is a process designed by, or
supervised by, the Companys principal executive and principal financial officers, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements in accordance with generally accepted accounting principles.
The Companys internal control over financial reporting is supported by written policies
and procedures, that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the Companys assets;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with authorizations of
the Companys management and directors; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of the Companys assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
In connection with the preparation of the Companys annual financial statements,
management of the Company has undertaken an assessment of the effectiveness of the Companys
internal control over financial reporting as of January 31, 2010, based on criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Managements assessment included an evaluation of the design of the Companys
internal control over financial reporting and testing of the operational effectiveness of the
Companys internal control over financial reporting.
Based on this assessment, management did not identify any material weakness in the
Companys internal control, and management has concluded that the Companys internal control over
financial reporting was effective as of January 31, 2010.
Ernst & Young LLP, the independent registered public accounting firm that audited the
Companys financial statements, has issued a report on internal control over financial reporting, a
copy of which is included in this Annual Report.
39
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
The Board of Directors and Stockholders of
Virco Mfg. Corporation
We have audited Virco Mfg. Corporations internal control over financial reporting as of
January 31, 2010, based on criteria established in Internal ControlIntegrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Virco
Mfg. Corporations management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial
reporting included in the accompanying Managements Report on Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on the effectiveness of the companys
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A companys internal control over financial reporting is a process designed 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. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Virco Mfg. Corporation maintained, in all material respects, effective internal
control over financial reporting as of January 31, 2010, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets as of January 31, 2010 and 2009, and the
related consolidated statements of income, stockholders equity and cash flows for each of the
three years in the period ended January 31, 2010 of Virco Mfg. Corporation and our report dated
April 16, 2010, expressed an unqualified opinion thereon.
Los Angeles, California
April 16, 2010
40
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Virco Mfg. Corporation
We have audited the accompanying consolidated balance sheets of Virco Mfg. Corporation as of
January 31, 2010 and 2009, and the related consolidated statements of income, stockholders equity
and cash flows for each of the three years in the period ended January 31, 2010. Our audits also
included the financial statement schedule listed in the Index at Items 15. These financial
statements and schedule are the responsibility of the Companys management. Our responsibility is
to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Virco Mfg. Corporation at January 31, 2010 and
2009, and the consolidated results of its operations and its cash flows for each of the three years
in the period ended January 31, 2010, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, present fairly in all material
respects the information set for the therein.
As discussed in Note 4 to the consolidated financial statements, on February
1, 2008, the Company changed its method of accounting for endorsement split-dollar life insurance
arrangements in accordance with ASC 715-60.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Virco Mfg. Corporations internal control over financial reporting as of
January 31, 2010, based on criteria established in Internal ControlIntegrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 16,
2010, expressed an unqualified opinion thereon.
Los Angeles, California
April 16, 2010
41
Virco Mfg. Corporation
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
January 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
1,045 |
|
|
$ |
4,387 |
|
Trade accounts receivables (net of allowance for doubtful
accounts of $200 in 2009 and 2008) |
|
|
14,127 |
|
|
|
14,193 |
|
Other receivables |
|
|
141 |
|
|
|
410 |
|
Income tax receivable |
|
|
259 |
|
|
|
358 |
|
|
|
|
|
|
|
|
|
|
Inventories |
|
|
|
|
|
|
|
|
Finished goods, net |
|
|
10,683 |
|
|
|
10,720 |
|
Work in process, net |
|
|
18,653 |
|
|
|
14,848 |
|
Raw materials and supplies, net |
|
|
7,334 |
|
|
|
7,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,670 |
|
|
|
32,985 |
|
|
|
|
|
|
|
|
|
|
Deferred tax assets, net |
|
|
3,150 |
|
|
|
3,808 |
|
Prepaid expenses and other current assets |
|
|
1,514 |
|
|
|
1,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
56,906 |
|
|
|
57,799 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
|
|
|
|
|
|
Land and land improvements |
|
|
3,329 |
|
|
|
3,379 |
|
Buildings and building improvements |
|
|
47,796 |
|
|
|
47,888 |
|
Machinery and equipment |
|
|
116,425 |
|
|
|
116,559 |
|
Leasehold improvements |
|
|
2,688 |
|
|
|
1,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
170,238 |
|
|
|
169,737 |
|
|
|
|
|
|
|
|
|
|
Less accumulated depreciation and amortization |
|
|
125,804 |
|
|
|
125,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net property, plant and equipment |
|
|
44,434 |
|
|
|
44,615 |
|
|
|
|
|
|
|
|
|
|
Deferred tax assets, net |
|
|
10,502 |
|
|
|
9,372 |
|
Other assets |
|
|
6,258 |
|
|
|
6,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
118,100 |
|
|
$ |
118,075 |
|
|
|
|
See accompanying notes.
42
Virco Mfg. Corporation
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
January 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands, except share data) |
|
Liabilities |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Checks released but not yet cleared bank |
|
$ |
2,360 |
|
|
$ |
4,996 |
|
Accounts payable |
|
|
11,641 |
|
|
|
10,728 |
|
Accrued compensation and employee benefits |
|
|
4,396 |
|
|
|
5,136 |
|
Current portion of long-term debt |
|
|
12 |
|
|
|
69 |
|
Other accrued liabilities |
|
|
4,517 |
|
|
|
5,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
22,926 |
|
|
|
26,808 |
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Accrued self-insurance retention and other |
|
|
4,918 |
|
|
|
4,119 |
|
Accrued pension expenses |
|
|
17,286 |
|
|
|
19,777 |
|
Income tax payable |
|
|
1,120 |
|
|
|
1,161 |
|
Long-term debt, less current portion |
|
|
6,912 |
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
30,236 |
|
|
|
25,104 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Preferred stock: |
|
|
|
|
|
|
|
|
Authorized 3,000,000 shares, $.01 par value; none issued or
outstanding |
|
|
|
|
|
|
|
|
Common stock: |
|
|
|
|
|
|
|
|
Authorized 25,000,000 shares, $.01 par value; issued
14,163,044 shares in 2009 and 14,238,994 shares in 2008 |
|
|
142 |
|
|
|
142 |
|
Additional paid-in capital |
|
|
114,152 |
|
|
|
114,067 |
|
Accumulated deficit |
|
|
(39,785 |
) |
|
|
(38,664 |
) |
Accumulated other comprehensive loss |
|
|
(9,571 |
) |
|
|
(9,382 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
64,938 |
|
|
|
66,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
118,100 |
|
|
$ |
118,075 |
|
|
|
|
See accompanying notes.
43
Virco Mfg. Corporation
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended January 31, |
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
(In thousands, except per share data) |
|
Net sales |
|
$ |
190,513 |
|
|
$ |
212,003 |
|
|
$ |
229,565 |
|
Costs of goods sold |
|
|
127,808 |
|
|
|
143,402 |
|
|
|
145,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
62,705 |
|
|
|
68,601 |
|
|
|
83,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
61,494 |
|
|
|
64,487 |
|
|
|
69,213 |
|
Gain on sale of property, plant and equipment and other, net |
|
|
(80 |
) |
|
|
(1,131 |
) |
|
|
(17 |
) |
Goodwill and intangible impairment |
|
|
|
|
|
|
2,284 |
|
|
|
|
|
Interest expense, net |
|
|
1,127 |
|
|
|
1,452 |
|
|
|
2,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
164 |
|
|
|
1,509 |
|
|
|
12,192 |
|
Income tax (benefit) expense |
|
|
(136 |
) |
|
|
299 |
|
|
|
(10,027 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
300 |
|
|
$ |
1,210 |
|
|
$ |
22,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend declared: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.02 |
|
|
$ |
0.08 |
|
|
$ |
1.54 |
|
Diluted |
|
$ |
0.02 |
|
|
$ |
0.08 |
|
|
$ |
1.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
14,155 |
|
|
|
14,390 |
|
|
|
14,401 |
|
Diluted |
|
|
14,196 |
|
|
|
14,434 |
|
|
|
14,539 |
|
See accompanying notes.
44
Virco Mfg. Corporation
Consolidated Statements of Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
Other |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Comprehensive |
|
|
|
|
In thousands, except share data |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Income (Loss) |
|
|
Loss |
|
|
Total |
|
|
Balance at January 31, 2007 |
|
|
14,379,506 |
|
|
|
143 |
|
|
|
113,737 |
|
|
|
(59,082 |
) |
|
|
|
|
|
|
(5,920 |
) |
|
|
48,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,219 |
|
|
|
22,219 |
|
|
|
|
|
|
|
22,219 |
|
Pension adjustments, net of tax effect of $553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
830 |
|
|
|
830 |
|
|
|
830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,049 |
|
|
|
|
|
|
|
|
|
Stock-based payments under stock compensation
plans |
|
|
49,156 |
|
|
|
1 |
|
|
|
581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
582 |
|
Cash dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(361 |
) |
|
|
|
|
|
|
|
|
|
|
(361 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31, 2008 |
|
|
14,428,662 |
|
|
|
144 |
|
|
|
114,318 |
|
|
|
(37,224 |
) |
|
|
|
|
|
|
(5,090 |
) |
|
|
72,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,210 |
|
|
|
1,210 |
|
|
|
|
|
|
|
1,210 |
|
Pension adjustments, net of tax effect of $2,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,292 |
) |
|
|
(4,292 |
) |
|
|
(4,292 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,082 |
) |
|
|
|
|
|
|
|
|
Adoption of ASC 715-60 (formerly EITF 06-4), net
of tax effect of $679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,151 |
) |
|
|
|
|
|
|
|
|
|
|
(1,151 |
) |
Adoption of SFAS 158, net of tax effect of $36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54 |
) |
|
|
|
|
|
|
|
|
|
|
(54 |
) |
Shares vested |
|
|
107,039 |
|
|
|
1 |
|
|
|
(159 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(158 |
) |
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
855 |
|
Stock repurchased |
|
|
(296,707 |
) |
|
|
(3 |
) |
|
|
(947 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(950 |
) |
Cash dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,445 |
) |
|
|
|
|
|
|
|
|
|
|
(1,445 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31, 2009 |
|
|
14,238,994 |
|
|
$ |
142 |
|
|
$ |
114,067 |
|
|
$ |
(38,664 |
) |
|
|
|
|
|
$ |
(9,382 |
) |
|
$ |
66,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300 |
|
|
|
300 |
|
|
|
|
|
|
|
300 |
|
Pension adjustments, net of tax effect of $147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(189 |
) |
|
|
(189 |
) |
|
|
(189 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111 |
|
|
|
|
|
|
|
|
|
Shares vested |
|
|
118,845 |
|
|
|
2 |
|
|
|
(120 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(118 |
) |
Stock compensation expense |
|
|
|
|
|
|
|
|
|
|
857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
857 |
|
Stock repurchased |
|
|
(194,795 |
) |
|
|
(2 |
) |
|
|
(652 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(654 |
) |
Cash dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,421 |
) |
|
|
|
|
|
|
|
|
|
|
(1,421 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31, 2010 |
|
|
14,163,044 |
|
|
$ |
142 |
|
|
$ |
114,152 |
|
|
$ |
(39,785 |
) |
|
|
|
|
|
$ |
(9,571 |
) |
|
$ |
64,938 |
|
|
|
|
See accompanying notes.
45
Virco Mfg. Corporation
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended January 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
(In thousand, except share data) |
|
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
300 |
|
|
$ |
1,210 |
|
|
$ |
22,219 |
|
Adjustments to reconcile net income to net cash
provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
5,387 |
|
|
|
5,673 |
|
|
|
6,643 |
|
Provision for doubtful accounts |
|
|
127 |
|
|
|
7 |
|
|
|
53 |
|
Loss (gain) on sale of property, plant and
equipment |
|
|
2 |
|
|
|
(1,131 |
) |
|
|
(17 |
) |
Deferred income taxes |
|
|
(326 |
) |
|
|
(358 |
) |
|
|
(10,654 |
) |
Goodwill and intangible assets impairment |
|
|
|
|
|
|
2,284 |
|
|
|
|
|
Stock-based compensation |
|
|
857 |
|
|
|
855 |
|
|
|
678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable |
|
|
(61 |
) |
|
|
1,274 |
|
|
|
3,070 |
|
Other receivables |
|
|
269 |
|
|
|
(126 |
) |
|
|
(56 |
) |
Inventories |
|
|
(3,685 |
) |
|
|
10,023 |
|
|
|
(5,171 |
) |
Income taxes |
|
|
58 |
|
|
|
193 |
|
|
|
(379 |
) |
Prepaid expenses and other current assets |
|
|
146 |
|
|
|
(165 |
) |
|
|
(290 |
) |
Accounts payable and accrued liabilities |
|
|
(5,869 |
) |
|
|
(8,579 |
) |
|
|
788 |
|
|
|
|
Net cash (used in) provided by operating activities |
|
|
(2,795 |
) |
|
|
11,160 |
|
|
|
16,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(5,345 |
) |
|
|
(5,056 |
) |
|
|
(4,832 |
) |
Proceeds from sale of property, plant and equipment |
|
|
27 |
|
|
|
2,392 |
|
|
|
17 |
|
Net investment in life insurance |
|
|
36 |
|
|
|
(50 |
) |
|
|
(116 |
) |
|
|
|
Net cash used in investing activities |
|
|
(5,282 |
) |
|
|
(2,714 |
) |
|
|
(4,931 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
|
6,877 |
|
|
|
|
|
|
|
3,582 |
|
Repayment of long-term debt |
|
|
(69 |
) |
|
|
(3,730 |
) |
|
|
(15,000 |
) |
Purchase of treasury stock |
|
|
(652 |
) |
|
|
(950 |
) |
|
|
|
|
Cash dividend paid |
|
|
(1,421 |
) |
|
|
(1,445 |
) |
|
|
(361 |
) |
|
|
|
Net cash provided by (used in) financing activities |
|
|
4,735 |
|
|
|
(6,125 |
) |
|
|
(11,779 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash |
|
|
(3,342 |
) |
|
|
2,321 |
|
|
|
174 |
|
Cash at beginning of year |
|
|
4,387 |
|
|
|
2,066 |
|
|
|
1,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at end of year |
|
$ |
1,045 |
|
|
$ |
4,387 |
|
|
$ |
2,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
1,127 |
|
|
$ |
1,452 |
|
|
$ |
2,276 |
|
Income tax, net |
|
|
176 |
|
|
|
464 |
|
|
|
1,006 |
|
Non-cash
activities |
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) Increase in accrued asset retirement obligations |
|
$ |
(200 |
) |
|
$ |
113 |
|
|
$ |
669 |
|
See accompanying notes.
46
VIRCO MFG. CORPORATION
Notes to Financial Statements
January 31, 2010
1. Summary of Business and Significant Accounting Policies
Business
Virco Mfg. Corporation (the Company), which operates in one business segment, is engaged in the
design, production and distribution of quality furniture for the commercial and education markets.
Over 60 years of manufacturing has resulted in a wide product assortment. Major products include
mobile tables, mobile storage equipment, desks, computer furniture, chairs, activity tables,
folding chairs and folding tables. The Company manufactures its products in Torrance, California,
and Conway, Arkansas, for sale primarily in the United States.
The Company operates in a seasonal business, and requires significant amounts of working capital
under its credit facility to fund acquisitions of inventory and finance receivables during the
summer delivery season. Restrictions imposed by the terms of the Companys credit facility may
limit the Companys operating and financial flexibility. However, management believes that its
existing cash and available borrowings under its credit facility, and any cash generated from
operations will be sufficient to fund its working capital requirements, capital expenditures and
other obligations through the next 12 months.
Principles of Consolidation
The consolidated financial statements include the accounts of Virco Mfg. Corporation and its wholly
owned subsidiaries. All material intercompany balances and transactions have been eliminated in
consolidation.
Management Use of Estimates
Preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, as well as the reported amounts of revenues
and expenses during the reporting period. Significant estimates made by management include, but
are not limited to, valuation of: inventory; deferred tax assets and liabilities; useful lives of
property, plant, and equipment; intangible assets; liabilities under pension, warranty,
self-insurance, and environmental claims; and the ultimate collection of accounts receivable.
Actual results could differ from these estimates.
Fiscal Year End
Fiscal years 2009, 2008 and 2007, refer to the fiscal years ended January 31, 2010, 2009 and 2008,
respectively.
Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentrations of credit risk
consist principally of accounts receivable. The Company performs ongoing credit evaluations of its
customers and maintains allowances for potential credit losses. Sales to the Companys recurring
customers are generally made on open account with terms consistent with the industry. Credit is
extended based on an evaluation of the customers financial condition and payment history. Past
due accounts are determined based on how recently payments have been made in relation to the terms
granted. Amounts are written off against the allowance in the period that the Company determines
that the receivable is not collectable. The Company purchases insurance on receivables from
certain commercial customers to minimize the Companys credit risk. The Company does not typically
obtain collateral to secure credit risk. Customers with inadequate credit are required to provide
cash in advance or letters of credit. The Company does not assess interest on receivable balances.
A substantial percentage of the Companys receivables come from low-risk government entities. No
customer exceeded 10% of the Companys sales for each of the three years ended January 31, 2010.
Foreign sales were less than 7% of the Companys sales for 2009, and less than 5% of the Companys
sales for 2008 and 2007.
No single customer accounted for more than 10% of the Companys accounts receivable at January 31,
2010 or 2009. Because of the short time between shipment and collection, the net carrying value of
receivables approximates the fair value for these assets.
Fair Values of Financial Instruments
47
The fair values of the Companys cash, accounts receivable, and accounts payable approximate their
carrying amounts due to their short-term nature.
Financial assets measured at fair value on a recurring basis are classified in one of the three following categories, which are
described below:
Level 1 Valuations based on unadjusted quoted prices for identical assets in an active market.
Level 2 Valuations based on quoted prices in markets where trading occurs infrequently or whose values are
based on quoted prices of instruments with similar attributes in active markets.
Level 3 Valuations based on inputs that are unobservable and involve management judgment and our own assumptions about
market participants and pricing.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the last-in,
first-out (LIFO) method of valuation for the material content of inventories and the first-in,
first-out (FIFO) method for labor and overhead. The Company uses LIFO as it results in a better
matching of costs and revenues. The Company records the cost of excess capacity as a period
expense, not as a component of capitalized inventory valuation.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation and
amortization are computed on the straight-line method for financial reporting purposes based upon
the following estimated useful lives:
|
|
|
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 |
The Company did not capitalize interest costs as part of the acquisition cost of property, plant
and equipment for the years ended January 31, 2010, 2009 and 2008. The Company capitalizes the
cost of significant repairs that extend the life of an asset. Repairs and maintenance that do not
extend the life of an asset are expensed as incurred. Depreciation and amortization expense was
$5,387,000, $5,673,000 and $6,643,000 for the fiscal years ended January 31, 2010, 2009 and 2008,
respectively.
The Company capitalizes costs associated with software developed for its own use. Such costs are
amortized over three to seven years from the date the software becomes operational. At January 31,
2010 and 2009, the Company had no capitalized software.
The Company leased certain computer equipment under a capital lease. The cost and accumulated
depreciation are included in the property, plant, and equipment accounts. Depreciation expense was
$0, $58,000 and $61,000 for the fiscal years ended January 31, 2010, 2009 and 2008, respectively.
The Company did not acquire assets under the capital lease in fiscal 2009, 2008, and 2007. The
Company did not have any future capital lease payment obligations as of January 31, 2010.
The Company subleased space at one of its facilities on a month-to-month basis during 2009, 2008
and 2007. Rental income for fiscal 2009, 2008, and 2007 was $40,000, $267,000, and $379,000,
respectively. This facility was sold in the third quarter of 2008.
The Company has established asset retirement obligations related to leased manufacturing facilities
in accordance with FASB ASC Topic 410, Asset Retirement and Environmental Obligations. Accrued
asset retirement obligations are recorded at net present value and discounted over the life of the
lease. Asset retirement obligations, included in other non-current liabilities were $627,000 and
$818,000 at January 31, 2010 and 2009, respectively.
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Balance at beginning of period |
|
$ |
(818,000 |
) |
|
$ |
(669,000 |
) |
Decrease in (addition to) obligation |
|
|
200,000 |
|
|
|
(113,000 |
) |
Accretion expense |
|
|
(9,000 |
) |
|
|
(36,000 |
) |
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
(627,000 |
) |
|
$ |
(818,000 |
) |
|
|
|
|
|
|
|
Impairment of Long-Lived Assets
An impairment loss is recognized in the event facts and circumstances indicate the carrying amount
of an intangible asset may not be recoverable, and an estimate of future undiscounted cash flows is
less than the carrying amount of the asset. Impairment is recorded based on the excess of the
carrying amount of the impaired asset over the fair value. Generally, fair value represents the
Companys expected future cash flows from the use of an asset or group of assets, discounted at a
rate commensurate with the risks involved.
48
Net Income Per Share
Basic net income per share is calculated by dividing net income by the weighted-average number of
common shares outstanding. Diluted net income per share is calculated by dividing net income by
the weighted-average number of common shares outstanding plus the dilution effect of common
equivalent shares from common stock options and warrants. The following table sets forth the
computation of basic and diluted income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands, except per share data |
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
300 |
|
|
$ |
1,210 |
|
|
$ |
22,219 |
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares basic |
|
|
14,155 |
|
|
|
14,390 |
|
|
|
14,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common equivalent shares from common stock options and warrants |
|
|
41 |
|
|
|
44 |
|
|
|
138 |
|
|
|
|
Weighted-average shares diluted (1) |
|
|
14,196 |
|
|
|
14,434 |
|
|
|
14,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.02 |
|
|
$ |
0.08 |
|
|
$ |
1.54 |
|
Diluted |
|
|
0.02 |
|
|
|
0.08 |
|
|
|
1.53 |
|
|
|
|
(1) |
|
Effective June 6, 2006, in connection with a stock purchase agreement, the Company issued
warrants to purchase 268,010 shares of common stock at an exercise price of $6.06. Effective
September 31, 2006, in connection with a stock purchase agreement, the Company issued warrants to
purchase 14,364 shares of common stock at an exercise price of $6.53. The warrants expire five
years from the date of issue. |
Goodwill and Other Intangible Assets
The Company accounts for goodwill and other intangible assets in accordance with FASB ASC Topic
805, Business Combinations, and FASB ASC Topic 350, Intangibles Goodwill and Other Assets.
Under FASB ASC Topic 350, goodwill and intangible assets deemed to have an indefinite life are not
amortized but are subject to annual impairment tests. Impairment tests are prepared in the fourth
quarter of each fiscal year or more frequently if events or circumstances occur that would indicate
a reduction in the fair value. Other intangible assets are amortized on a straight line basis over
their useful lives (3-17 years).
Impairment of Goodwill
The Company identified a single reporting unit (the Company itself) as no components have been
identified beneath it. In the fourth quarter of 2008, the Companys market capitalization
decreased significantly, which decreased the calculated fair value used in the Companys annual
impairment test. Based on this assessment, management concluded that, as of January 31, 2009, the
carrying value of the Companys reporting unit ($2,200,000) exceeded its fair value ($0) and that
goodwill was fully impaired. Therefore, the Company recorded a pre-tax, non-cash goodwill
impairment charge of $2,200,000. After recording the impairment charge in fiscal 2008, the Company had no goodwill
remaining on its Consolidated Balance Sheet as of January 31, 2010 and 2009.
For the fourth quarter of 2008 impairment test, the Company determined the fair value of the
reporting unit based on a weighting of market capitalization analysis and a discounted cash flow
analysis. The market capitalization was calculated by multiplying the share price of the Companys
common stock at the measurement date by the number of outstanding common shares and adding a
control premium. A control premium was applied to the minority basis value to arrive at the
reporting units estimated fair value on a controlling basis. In addition to these financial
considerations, qualitative factors such as business descriptions, market served, and profitability
were considered in the analysis. The selection and weighting of the fair value techniques may
result in a higher or lower fair value. Judgment is applied in determining the weightings that are
most representative of fair value. Management has performed a sensitivity analysis on its
significant assumptions and has determined that a change in its assumptions within selected
sensitivity testing levels would not impact its conclusion.
Impairment of Intangible Assets
In December 2003, the Company acquired certain assets of Corex Products, Inc., a manufacturer of
compression-molded components, for approximately $1 million. These assets have been transferred to
the Companys Conway, Arkansas, location where they have been integrated with the Companys existing compression-molding
operation. In connection with this acquisition, the Company acquired certain patents and other
finite lived intangible assets. During the fourth quarter of 2008, the Company determined that it
would not utilize one of the patents acquired, and
49
took an $84,000 pre-tax impairment charge. After the impairment charge was recorded during
fiscal 2008, the Company has no intangible assets on its Consolidated Balance Sheet at January 31,
2010 and 2009.
Information regarding the Companys goodwill and other intangible assets as of January 31, 2010 is
as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Impairment |
|
|
Net |
|
In thousands |
|
Gross Amount |
|
|
Amortization |
|
|
Charge |
|
|
Amount |
|
|
Goodwill (not amortized) |
|
$ |
2,200 |
|
|
$ |
|
|
|
$ |
2,200 |
|
|
$ |
|
|
Intangible assets |
|
|
150 |
|
|
|
66 |
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
$ |
2,350 |
|
|
$ |
66 |
|
|
$ |
2,284 |
|
|
$ |
|
|
|
|
|
Environmental Costs
The Company is subject to numerous environmental laws and regulations in the various jurisdictions
in which it operates that (a) govern operations that may have adverse environmental effects, such
as the discharge of materials into the environment, as well as handling, storage, transportation
and disposal practices for solid and hazardous wastes, and (b) impose liability for response costs
and certain damages resulting from past and current spills, disposals or other releases of
hazardous materials. Normal, recurring expenses related to operating the factories in a manner that
meets or exceeds environmental laws and regulations are matched to the cost of producing inventory.
Despite our efforts to comply with existing laws and regulations, compliance with more stringent
laws or regulations, or stricter interpretation of existing laws, may require additional
expenditures by us, some of which may be material. We reserve amounts for such matters when
expenditures are probable and reasonably estimable.
Costs incurred to investigate and remediate environmental waste are expensed, unless the
remediation extends the useful life of the assets employed at the site. At January 31, 2010 and
2009, the Company had not capitalized any remediation costs and had not recorded any amortization
expense in fiscal years 2009, 2008 and 2007.
Advertising Costs
Advertising costs are expensed in the period during which the advertising space is run. Selling,
general and administrative expenses include advertising costs of $1,726,000 in 2009, $2,022,000 in
2008 and $1,883,000 in 2007. Prepaid advertising costs reported as an asset on the balance sheet
at January 31, 2010 and 2009, were $277,000 and $421,000, respectively.
Product Warranty Expense
The Company provides a product warranty on most products. The standard warranty offered on
products sold through January 31, 2005 is five years. Effective February 1, 2005, the standard
warranty was increased to 10 years on products sold after February 1, 2005. The Company generally
provides that customers can return a defective product during the specified warranty period
following purchase in exchange for a replacement product or that the Company can repair the product
at no charge to the customer. The Company determines whether replacement or repair is appropriate
in each circumstance. The Company uses historic data to estimate appropriate levels of warranty
reserves. Because product mix, production methods, and raw material sources change over time,
historic data may not always provide precise estimates for future warranty expense. The Company
recorded warranty reserves of $1,675,000 and $1,950,000 as of January 31, 2010 and 2009,
respectively.
Self-Insurance
In 2009 and 2008, the Company was self-insured for product and general liability losses up to
$250,000 per occurrence, for workers compensation losses up to $250,000 per occurrence, and for
auto liability up to $50,000 per occurrence. In prior years the Company had been self-insured for
workers compensation, automobile, product, and general liability losses. Actuaries assist the
Company in determining its liability for the self-insured component of claims, which have been
discounted to their net present value utilizing a discount rate of 6.00% in 2009 and 6.75% in 2008.
Stock-Based Compensation Plans
The Company has two stock-based compensation plans, which are described more fully in Note 5,
Stock-Based Compensation. Effective February 1, 2006, the Company adopted FASB ASC Topic 718,
Compensation Stock Compensation using the modified prospective application method for
transition for its two stock-based compensation plans. Accordingly, prior year amounts have not
been restated.
50
Reclassifications
Certain reclassifications have been made to the prior year balance sheet to conform to the current
year presentation.
Revenue Recognition
The Company recognizes all sales when title passes under its various shipping terms, when
installation services are performed and when collectability is reasonably assured. The Company
reports sales net of sales returns and allowances and sales tax imposed by various government
authorities.
Shipping and Installation Fees
Revenues related to shipping and installation are included as revenue in net sales. Costs related
to shipping and installations are included in operating expenses. For the fiscal years ended
January 31, 2010, 2009 and 2008, shipping and installation costs of approximately $16,380,000,
$20,783,000 and $23,612,000, respectively, were included in selling, general and administrative
expenses.
Accounting for 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 FASB ASC Topic 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. A valuation allowance against
deferred tax assets is recorded when it is determined to be more likely than not that the asset
will not be realized.
In June 2006, the Financial Accounting Standards Board (the FASB) issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48) now codified as FASB ASC Topic 740. FASB
ASC Topic 740 addresses the determination of whether tax benefits claimed or expected to be claimed
on a tax return should be recorded in the financial statements. Under FIN 48, the Company may
recognize the tax benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition,
classification, interest and penalties on income taxes, and accounting in interim periods and
requires increased disclosures. The Company adopted the provisions of FASB ASC Topic 740 on
February 1, 2007, the beginning of fiscal 2007. There was no material impact as a result of the
implementation of FASB ASC Topic 740.
Accounting for Pensions and Other Postretirement Plans
In September 2006, the FASB issued FASB ASC Topic 715, Compensation Retirement Benefits. This
standard requires an employer to: (a) recognize in its statement of financial position the funded
status of a benefit plan; (b) recognize as a component of other comprehensive income, net of tax,
the gains or losses and prior service costs or credits that arise but are not recognized as
components of net periodic benefit costs pursuant to prior existing guidance; (c: enhance
additional disclosure requirements; and (d) measure defined benefit plan assets and obligations as
of the end of the employers fiscal year (with limited exceptions). FASB ASC Topic 715 provides
recognition and disclosure elements to be effective as of the end of the fiscal years ending after
December 15, 2006, and measurement elements to be effective for fiscal years ending after December
15, 2008. The Company adopted the recognition provisions of FASB ASC Topic 715 and applied them to
the funded status of its defined benefit plans resulting in a decrease in Stockholders Equity of
$1,900,000 as of January 31, 2007. During 2008 the Company adopted the measurement elements of
FASB ASC Topic 715 and recorded a $90,000 increase in accrued pension liability with an offset to
retained earnings ($54,000 net of taxes).
New Accounting Pronouncements
In December 2008, the FASB issued new guidance impacting FASB ASC 715-20-50, Compensation
Retirement BenefitsDefined Benefit PlansDisclosure (formerly FSP FAS 132(R)-1, Employers
Disclosures about Postretirement Benefit Plan Assets), which expands the disclosure requirements
related to an employers defined benefit pension or other postretirement plan. The guidance requires additional disclosure
information, including how a company makes investment allocation decisions, the fair value of each
major category of plan assets and the nature and amount of concentration risk within or across
those plan asset categories. Additionally, the guidance requires disclosures about the valuation of
plan assets, including the level within the fair value hierarchy in which fair value
51
measurements of plan assets fall and information about the inputs and valuation techniques used to measure the
fair value of plan assets. The guidance, which applies only to disclosures, is effective for fiscal years ending after December 15, 2009. We have adopted these new requirements, which are included in Note 4 to these
consolidated financial statements.
In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05 (ASU 2009-05), an
update to ASC 820, Fair Value Measurements and Disclosures. ASU 2009-05 amends ASC 820 by
providing additional guidance (including illustrative examples) clarifying the measurement of
liabilities at fair value. When a quoted price in an active market for the identical liability is
not available, the amendments in ASU 2009-05 require that the fair value of a liability be measured
using one or more of the listed valuation techniques that should maximize the use of relevant
observable inputs and minimize the use of unobservable inputs. In addition, the amendments in ASU
2009-05 clarify that when estimating the fair value of a liability, an entity is not required to
include a separate input or adjustment to other inputs relating to the existence of a restriction
that prevents the transfer of the liability. The amendments also clarify how the price of a traded
debt security, (i.e., an asset value) should be considered in estimating the fair value of the
issuers liability. The amendments in ASU 2009-05 are effective the first reporting period
(including interim periods) beginning after its issuance, or as of October 31, 2009, for the
Company. The adoption had no impact to the financial statements.
In June 2009, the FASB issued FAS 167 now codified as ASC 810 Amendments to FASB Interpretation
No. 46(R), the objective of which is to improve financial reporting by enterprises involved with
variable interest entities. FAS 167 is effective for annual reporting periods that begin after
November 15, 2009, for interim periods within that first annual reporting period, and for interim
and annual reporting periods thereafter. Early application is not permitted. We expect to adopt
this statement during our fiscal 2010 first quarter. The adoption of this statement is not expected
to have a material impact on our financial position or results of operations.
In July 2009, we adopted Statement of Financial Accounting Standard (SFAS) 165 now codified as FASB
ASC Topic 855 Subsequent Events, which establishes accounting and reporting standards for events
that occur after the balance sheet date but before financial statements are issued or are available
to be issued. In addition, FASB ASC Topic 855 requires the disclosure of the date through which an
entity has evaluated subsequent events and the basis for selecting that date, that is, whether that
date represents the date the financial statements were issued or were available to be issued. FASB
ASC Topic 855 was effective for fiscal years and interim periods ending after June 15, 2009. The
adoption of FASB ASC Topic 855 did not have a material impact on the Companys consolidated
financial statements.
In June 2009, the FASB issued SFAS No. 168 now codified as part of ASC 105-10, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (SFAS No.
168). SFAS No. 168 establishes the FASB Accounting Standards Codification (the Codification) as
the source of authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial standards in conformity with US GAAP.
Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority
of federal securities laws are also sources of authoritative US GAAP for SEC registrants. SFAS No.
168 is effective for financial statements issued by us for interim and annual periods after
September 15, 2009. On the effective date of SFAS No. 168, all then-existing non-SEC accounting and
reporting standards are superseded, with the exception of certain promulgations listed in SFAS No.
168. The adoption of SFAS No. 168 did not have a significant effect on our condensed consolidated
financial statements as the purpose of the Codification is not to create new accounting and
reporting guidance. Rather, the Codification is meant to simplify user access to all authoritative
US GAAP. References to US GAAP in our published financial statements included herein have been
updated, as appropriate, to cite the Codification.
In June 2008, the FASB issued EITF 03-6-1 now codified as ASC 260-10 Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities. Under FASB
ASC Topic 505, unvested share-based payment awards that contain non-forfeitable rights to dividends
or dividend equivalents, whether they are paid or unpaid, are considered participating securities
and should be included in the computation of earnings per share pursuant to the two-class method.
FASB ASC Topic 505 is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those years. FASB ASC Topic 505 also requires all
prior period earnings per share data presented to be adjusted retrospectively and early application
is not permitted. The Company adopted FASB ASC Topic 505 on February 1, 2009 and the adoption did
not have an impact on its financial statements.
In September 2006, the FASB issued SFAS No. 157, which is now codified as FASB ASC Topic 820,
Fair Value Measurements. This standard defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles and expands disclosures about fair value
measurements. FASB ASC Topic 820 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, which is the fiscal year
52
beginning February 1, 2008, for the Company. The Company adopted FASB ASC Topic 820 effective
February 1, 2008. The adoption of FASB ASC Topic 820 for financial assets and liabilities held by
the Company did not have a material effect on the Companys financial statements or notes thereto.
In February 2008, the FASB issued FSP FAS 157-2, which is now codified as FASB ASC Topic 820, Fair
Value Measurements permits a one year deferral of the application of SFAS No. 157 for all
non-financial assets and non-financial liabilities, except those that are recognized or disclosed
at fair value in the financial statements on a recurring basis (at least annually). The Company
adopted SFAS No. 157 for non-financial assets and non-financial liabilities on February 1, 2009,
and the provisions did not have a material effect on the Companys results of operations, financial
position or cash flows.
In December 2007, the FASB issued SFAS No. 141 (Revised) now codified as FASB ASC Topic 805,
Business Combinations and SFAS No. 160 now codified as FASB ASC Topic 810, Non-controlling
Interests in Consolidated Financial Statements An Amendment of ARB No. 51 (FASB ASC Topic
810). FASB ASC Topic 805 broadens its scope by applying the acquisition method to all
transactions and other events in which one entity obtains control over one or more other
businesses, and requires, among other things, that assets acquired and liabilities assumed be
measured at fair value as of the acquisition date, that liabilities related to contingent
considerations be recognized at the acquisition date and remeasured at fair value in each
subsequent reporting period, that acquisition-related costs be expensed as incurred, and that
income be recognized if the fair value of the net assets acquired exceeds the fair value of the
consideration transferred. FASB ASC Topic 810 establishes accounting and reporting standards for
non-controlling interests (i.e., minority interests) in a subsidiary, including changes in a
parents ownership interest in a subsidiary and requires, among other things, that non-controlling
interests in subsidiaries be classified as a separate component of equity. Except for the
presentation and disclosure requirements which are to be applied retrospectively for all periods
presented, FASB ASC Topic 805 and FASB ASC Topic 810 are to be applied prospectively in financial
statements issued for fiscal years beginning after December 15, 2008. The adoption of FASB ASC
Topic 805 and FASB ASC Topic 810 on February 1, 2009, did not have any material impact on the
Companys financial statements.
In March 2008, the FASB issued SFAS No. 161 now codified as FASB ASC Topic 815, Disclosures about
Derivative Instruments and Hedging Activities (FASB ASC Topic 815). FASB ASC Topic 815 requires
companies with derivative instruments to disclose information that should enable readers of
financial statements to understand how and why a company uses derivative instruments, how
derivative instruments and related hedged items are accounted for under FASB ASC Topic 815 and how
derivative instruments and related hedged items affect a companys financial position, financial
performance and cash flows. FASB ASC Topic 815 was effective for the Company on February 1, 2009.
The adoption of FASB ASC Topic 815 did not have an effect on the Companys financial position,
results of operations or cash flows.
2. Inventories
The current material cost for inventories exceeded LIFO cost by $8,316,000 and $9,531,000 at
January 31, 2010 and 2009, respectively. Liquidation of prior year LIFO layers due to a reduction
in certain inventories increased income by $54,000, $733,000 and $54,000 in the years ended January
31, 2010, 2009 and 2008, respectively.
Details of inventory amounts, including the material portion of inventory which is valued at LIFO,
at January 31, 2010 and 2009, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2010 |
|
|
|
Material |
|
|
|
|
|
|
Labor, |
|
|
|
|
|
|
Content at |
|
|
LIFO |
|
|
Overhead |
|
|
|
|
|
|
FIFO |
|
|
Reserve |
|
|
and Other |
|
|
Total |
|
|
|
|
Finished goods |
|
$ |
7,582 |
|
|
$ |
(1,857 |
) |
|
$ |
4,958 |
|
|
$ |
10,683 |
|
Work in process |
|
|
13,334 |
|
|
|
(3,575 |
) |
|
|
8,894 |
|
|
|
18,653 |
|
Raw materials and supplies |
|
|
10,209 |
|
|
|
(2,884 |
) |
|
|
9 |
|
|
|
7,334 |
|
|
|
|
Total |
|
$ |
31,125 |
|
|
$ |
(8,316 |
) |
|
$ |
13,861 |
|
|
$ |
36,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2009 |
|
|
|
Material |
|
|
|
|
|
|
Labor, |
|
|
|
|
|
|
Content at |
|
|
LIFO |
|
|
Overhead |
|
|
|
|
|
|
FIFO |
|
|
Reserve |
|
|
and Other |
|
|
Total |
|
|
|
|
Finished goods |
|
$ |
9,066 |
|
|
$ |
(2,306 |
) |
|
$ |
3,960 |
|
|
$ |
10,720 |
|
Work in process |
|
|
12,074 |
|
|
|
(3,904 |
) |
|
|
6,678 |
|
|
|
14,848 |
|
Raw materials and supplies |
|
|
10,728 |
|
|
|
(3,321 |
) |
|
|
10 |
|
|
|
7,417 |
|
|
|
|
Total |
|
$ |
31,868 |
|
|
$ |
(9,531 |
) |
|
$ |
10,648 |
|
|
$ |
32,985 |
|
|
|
|
53
3. Debt
Outstanding balances (in thousands) for the Companys long-term debt were as follows:
|
|
|
|
|
|
|
|
|
|
|
January 31, |
|
In thousands, except per share data |
|
2010 |
|
|
2009 |
|
Revolving credit line with Wells Fargo Bank |
|
$ |
6,877 |
|
|
$ |
|
|
Other |
|
|
47 |
|
|
|
116 |
|
|
|
|
|
|
|
|
Total long-term debt |
|
|
6,924 |
|
|
|
116 |
|
Less current portion |
|
|
12 |
|
|
|
69 |
|
|
|
|
|
|
|
|
Non-current portion |
|
$ |
6,912 |
|
|
$ |
47 |
|
|
|
|
|
|
|
|
At January 31, 2010, the Company borrowed under an asset based line of credit. The revolving line
typically provided for advances of 80% on eligible accounts receivable and 20% 60% on eligible
inventory. The advance rates fluctuated depending on the time of year and the types of assets.
The agreement had an unused commitment fee of 0.375%. Interest was at prime or LIBOR +2.5%.
Availability under the line was $14,091,000 at January 31, 2010.
Effective as of February 1, 2010, the Company entered into the Third Amended and Restated Credit
Agreement (the Agreement), dated as of March 27, 2009, with Wells Fargo Bank, National
Association (the Lender) and a related Revolving Line of Credit Note, dated as of March 27, 2009,
in favor of the Lender. The Agreement provides the Company with an increased secured revolving
line of credit (the Revolving Credit) of up to $50,000,000, with seasonal adjustments to the
credit limit, and includes a sub-limit of up to $10,000,000 for the issuance of letters of credit.
The Revolving Credit is secured by the maintenance by the Lender of a first priority perfected
security interest in certain of the personal and real property of the Company and its subsidiaries.
The Revolving Credit will mature on March 1, 2012, with interest payable monthly at a fluctuating
rate equal to the Wells Fargo Banks prime rate or LIBOR plus a fluctuating margin. The Agreement
has an unused commitment fee of 0.375%.
The Revolving Credit with Wells Fargo Bank is subject to various financial covenants including a
leverage requirement, a cash flow coverage requirement and profitability requirements. The
agreement also places certain restrictions on capital expenditures, new operating leases, dividends
and the repurchase of the Companys common stock. The revolving credit facility is secured by the
Companys accounts receivable, inventories, equipment and property. The Company was in compliance
with its covenants at January 31, 2010. Long-term debt repayments are approximately as follows (in
thousands):
|
|
|
|
|
Year ending January 31, |
|
|
|
|
2011 |
|
$ |
12 |
|
2012 |
|
|
6,889 |
|
2013 |
|
|
12 |
|
2014 |
|
|
11 |
|
2015 |
|
|
|
|
Thereafter |
|
|
|
|
Management believes that the carrying value of debt approximated fair value at January 31, 2010 and
2009, as all of the long-term debt bears interest at variable rates based on prevailing market
conditions.
4. Retirement Plans
Pension Plans
The Company maintains three defined benefit pension plans, the Virco Employees Retirement Plan
(Employee Plan), the Virco Important Performers Retirement Plan (VIP Plan), and the
Non-Employee Directors Retirement Plan (Directors Plan). The Company and its subsidiaries cover
all employees under a qualified non-contributory defined benefit retirement plan, the Employee
Plan. Benefits under the Employee Plan are based on years of service and career average earnings.
The Company also provides a supplementary retirement plan for certain key employees, the VIP Plan.
The VIP Plan provides a benefit up to 50% of average compensation for the last five years in the
VIP Plan, offset by benefits earned under the Employees Plan. Plan amendments are prepared
periodically to optimize the portion of the
54
benefits payable under the Qualified Plan. The VIP
Plan benefits are secured by a life insurance program. The cash surrender values of the policies
securing the VIP Plan were $2,839,000 and $2,797,000 at January 31, 2010 and 2009, respectively.
These cash surrender values are included in other assets in the consolidated balance sheets. The
Company maintains a rabbi trust to hold assets related to the VIP Retirement Plan. Substantially
all assets securing the VIP Plan are held in the rabbi trust.
In April 2001, the Board of Directors established the Directors Plan, a non-qualified plan for
non-employee directors of the Company. The Directors Plan provides a lifetime annual retirement
benefit equal to the directors annual retainer fee for the fiscal year in which the director
terminates his or her position with the Board, subject to the director providing 10 years of
service to the Company. At January 31, 2010, the Directors Plan did not hold any assets.
The annual measurement date for all plans for the fiscal years ended January 31, 2010 and 2009 is
January 31. For prior fiscal years the annual measurement date was December 31. Effective
December 31, 2003, the Company froze all future benefit accruals under the plans. Employees can
continue to vest under the benefits earned to date, but no covered participants will earn
additional benefits under the plan freeze.
Accounting policy regarding pensions requires management to make complex and subjective estimates
and assumptions relating to amounts which are inherently uncertain. Three primary economic
assumptions influence the reported values of plan liabilities and pension costs. The Company takes
the following factors into consideration.
The discount rate represents an estimate of the rate of return on a portfolio of high-quality
fixed-income securities that would provide cash flows that match the expected benefit payment
stream from the plans. When setting the discount rate, the Company utilizes a spot-rate yield
curve developed from high-quality bonds currently available which reflects changes in rates that
have occurred over the past year. This assumption is sensitive to movements in market rates that
have occurred since the preceding valuation date, and therefore, may change from year to year.
Because the Company froze future benefit accruals for all three defined benefit plans, the
compensation increase assumption had no impact on pension expense, accumulated benefit obligation
or projected benefit obligation for the period ended January 31, 2010 or 2009. The effect of
freezing future benefit accruals minimizes the impact of future raises in compensation, but
introduced a new assumption related to the plan freeze. During 2007 and 2008 it was the Companys
intent to resume some form of a retirement benefit when the profitability and the financial
condition of the Company allowed, and the actuarial valuations assumed the plans would be frozen
for one additional year. During 2009 the Company determined that the freeze would likely become
permanent, and the Company recorded a plan curtailment gain of $29,000. If the Company had assumed
a permanent freeze, pension expense for 2008 and 2007 would have (decreased) / increased by
($145,000) and $64,000, respectively.
The assumed rate of return on plan assets represents an estimate of long-term returns available to
investors who hold a mixture of stocks, bonds, and cash equivalent securities. When setting its
expected return on plan asset assumptions, the Company considers long-term rates of return on
various asset classes (both historical and forecasted, using data collected from various sources
generally regarded as authoritative) in the context of expected long-term average asset allocations
for its defined benefit pension plan.
Two of the Companys defined benefit pension plans (the VIP Plan and the Directors Plan) are
executive benefit plans that are not funded and are subject to the Companys creditors. Because
these plans are not funded, the assumed rate of return has no impact on pension expense or the
funded status of the plans.
The Company maintains a trust for and funds the pension obligations for the Employee Plan. The
Board of Directors appoints a Retirement Plan Committee that establishes a policy for investment
and funding strategies. Approximately 75% of the trust assets are managed by investment advisors
and held in common trust funds with the balance managed by the Retirement Plan Committee. The
Retirement Plan Committee has established target asset allocations to its investment advisors, who
invest the trust assets in a variety of institutional collective trust funds. The long-term asset
allocation target provided to the investment advisors is 80% stock and 20% bond, with maximum
allocations of 80% large cap stocks, 30% small cap stocks, and 30% international stock. The
Company has established a custom benchmark derived from a variety of stock and bond indices that
are weighted to approximate the asset allocation provided to the investment advisors. The
investment advisors performance is compared to the custom index as part of the evaluation of the
investment advisors performance. The Retirement Plan Committee receives monthly reports from the
investment advisors and meets periodically with them to discuss investment performance.
At January 31, 2010 and 2009, the amount of the plan assets invested in bond or short-term
investment funds was 15% and 1%, respectively, and the balance of the trust was held in equity
funds or investments. The trust does not hold any Company stock. It is the Companys policy to
contribute adequate funds to the trust accounts to cover benefit payments under the VIP Plan and
Directors Plan and to maintain the funded status of the Employee Plan at
55
level which is adequate to avoid significant restrictions to the Qualified Plan under the Pension Protection Act of 2006.
During 2008, the Company incurred a large loss on assets held for investment in the qualified
pension trust. This loss has adversely impacted the funded status of the Employee Plan, and
required the Company to record a $6.8 million increase in pension liability offset by an increase
in other comprehensive loss. These losses could require the Company to increase cash contributions
to the Employee Plan over the next several years, and increased pension expense for 2009 by over $1
million as compared to 2008 pension expense.
Payments from the Employee Plan pension trust to plan participants are estimated to be $1,646,000
during the fiscal year ending January 31, 2011. It is anticipated that the Company will contribute
approximately $1-2 million to the trust in 2010. Actual contributions will depend upon investment
return on the plan assets. Payments made under the Employee Plan are made from the trust fund. It
is anticipated that the Company will be required to contribute approximately $560,000 to the
non-qualified plans during the fiscal year ending January 31, 2011. Payments made under the VIP
Plan and Directors Plan are made by the Company.
The following table sets forth (in thousands) the funded status of the Companys pension plans at
January 31, 2010, and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Plan |
|
|
VIP Plan |
|
|
Directors Plan |
|
|
|
01/31/2010 |
|
|
01/31/2009 |
|
|
01/31/2010 |
|
|
01/31/2009 |
|
|
01/31/2010 |
|
|
01/31/2009 |
|
|
|
|
Change in Benefit Obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beg. of year |
|
$ |
22,516 |
|
|
$ |
24,194 |
|
|
$ |
5,238 |
|
|
$ |
5,820 |
|
|
$ |
464 |
|
|
$ |
470 |
|
Service cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest cost |
|
|
1,467 |
|
|
|
1,549 |
|
|
|
338 |
|
|
|
361 |
|
|
|
30 |
|
|
|
30 |
|
Participant contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amendments |
|
|
(1,395 |
) |
|
|
|
|
|
|
1,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial (gains) losses |
|
|
3,759 |
|
|
|
(1,795 |
) |
|
|
(727 |
) |
|
|
(458 |
) |
|
|
(31 |
) |
|
|
(36 |
) |
Benefits paid |
|
|
(1,079 |
) |
|
|
(1,432 |
) |
|
|
(476 |
) |
|
|
(485 |
) |
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at end of year |
|
$ |
25,268 |
|
|
$ |
22,516 |
|
|
$ |
6,076 |
|
|
$ |
5,238 |
|
|
$ |
463 |
|
|
$ |
464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Plan Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value at beg. of year |
|
$ |
10,213 |
|
|
$ |
17,334 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Actual return on plan assets |
|
|
2,691 |
|
|
|
(8,089 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company contributions |
|
|
4,367 |
|
|
|
2,400 |
|
|
|
476 |
|
|
|
485 |
|
|
|
|
|
|
|
|
|
Benefits paid |
|
|
(1,079 |
) |
|
|
(1,432 |
) |
|
|
(476 |
) |
|
|
(485 |
) |
|
|
|
|
|
|
|
|
|
|
|
Fair value at end of year |
|
$ |
16,192 |
|
|
$ |
10,213 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded Status |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded status of the plan |
|
$ |
(9,076 |
) |
|
$ |
(12,303 |
) |
|
$ |
(6,076 |
) |
|
$ |
(5,238 |
) |
|
$ |
(463 |
) |
|
$ |
(464 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Recognized in Statement of
Financial Position |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
(496 |
) |
|
|
(455 |
) |
|
|
(63 |
) |
|
|
(51 |
) |
Non-current liabilities |
|
|
(9,076 |
) |
|
|
(12,303 |
) |
|
|
(5,580 |
) |
|
|
(4,783 |
) |
|
|
(400 |
) |
|
|
(413 |
) |
|
|
|
Accrued benefit cost |
|
$ |
(9,076 |
) |
|
$ |
(12,303 |
) |
|
$ |
(6,076 |
) |
|
$ |
(5,238 |
) |
|
$ |
(463 |
) |
|
$ |
(464 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items
not yet Recognized as a Component
of Net Periodic Pension Expense,
Included in AOCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized net actuarial (gain) loss |
|
$ |
12,609 |
|
|
$ |
11,746 |
|
|
$ |
554 |
|
|
$ |
1,379 |
|
|
$ |
(77 |
) |
|
$ |
(231 |
) |
Unamortized prior service costs |
|
|
|
|
|
|
1,741 |
|
|
|
|
|
|
|
(1,886 |
) |
|
|
|
|
|
|
|
|
Net initial asset recognition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,609 |
|
|
$ |
13,487 |
|
|
$ |
554 |
|
|
$ |
(507 |
) |
|
$ |
(77 |
) |
|
$ |
(231 |
) |
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Plan |
|
|
VIP Plan |
|
|
Directors Plan |
|
|
|
01/31/2010 |
|
|
01/31/2009 |
|
|
01/31/2010 |
|
|
01/31/2009 |
|
|
01/31/2010 |
|
|
01/31/2009 |
|
Other Changes in Plan Assets and Benefit
Obligations Recognized in Other
Comprehensive Income |
Net (gain) / loss |
|
$ |
1,785 |
|
|
$ |
7,595 |
|
|
$ |
(727 |
) |
|
$ |
(458 |
) |
|
$ |
(31 |
) |
|
$ |
(36 |
) |
Prior service cost / (credit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of gain / (loss) |
|
|
(922 |
) |
|
|
(206 |
) |
|
|
(98 |
) |
|
|
(155 |
) |
|
|
184 |
|
|
|
35 |
|
Amortization of prior service cost |
|
|
(1,741 |
) |
|
|
(553 |
) |
|
|
1,886 |
|
|
|
344 |
|
|
|
|
|
|
|
|
|
Amortization of initial asset |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in other
comprehensive income |
|
$ |
(878 |
) |
|
$ |
6,836 |
|
|
$ |
1,061 |
|
|
$ |
(269 |
) |
|
$ |
153 |
|
|
$ |
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items to be Recognized as a Component
of 2010 Periodic Pension Cost |
Prior service cost |
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net actuarial loss |
|
|
972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
972 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
(31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation |
|
$ |
25,268 |
|
|
$ |
22,516 |
|
|
$ |
6,076 |
|
|
$ |
5,238 |
|
|
$ |
463 |
|
|
$ |
464 |
|
Accumulated benefit obligation |
|
|
25,268 |
|
|
|
22,516 |
|
|
|
6,076 |
|
|
|
5,238 |
|
|
|
463 |
|
|
|
464 |
|
Fair value of plan assets |
|
|
16,192 |
|
|
|
10,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Plan |
|
|
VIP Plan |
|
|
Directors Plan |
|
|
|
01/31/2010 |
|
|
01/31/2009 |
|
|
01/31/2010 |
|
|
01/31/2009 |
|
|
01/31/2010 |
|
|
01/31/2009 |
|
Components of Net Periodic Benefit Cost |
Service cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Interest cost |
|
|
1,467 |
|
|
|
1,430 |
|
|
|
338 |
|
|
|
334 |
|
|
|
30 |
|
|
|
28 |
|
Expected return on plan assets |
|
|
(717 |
) |
|
|
(1,201 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Curtailment (gain) / loss |
|
|
(164 |
) |
|
|
|
|
|
|
135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
|
|
510 |
|
|
|
510 |
|
|
|
(318 |
) |
|
|
(318 |
) |
|
|
(184 |
) |
|
|
|
|
Recognized net actuarial loss |
|
|
923 |
|
|
|
190 |
|
|
|
98 |
|
|
|
143 |
|
|
|
|
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit cost |
|
$ |
2,019 |
|
|
$ |
929 |
|
|
$ |
253 |
|
|
$ |
159 |
|
|
$ |
(154 |
) |
|
$ |
(4 |
) |
|
|
|
Estimated Future Benefit Payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FYE 01-31-2011 |
|
$ |
1,646 |
|
|
|
|
|
|
$ |
496 |
|
|
|
|
|
|
$ |
63 |
|
|
|
|
|
FYE 01-31-2012 |
|
|
1,558 |
|
|
|
|
|
|
|
474 |
|
|
|
|
|
|
|
63 |
|
|
|
|
|
FYE 01-31-2013 |
|
|
1,502 |
|
|
|
|
|
|
|
450 |
|
|
|
|
|
|
|
58 |
|
|
|
|
|
FYE 01-31-2014 |
|
|
2,054 |
|
|
|
|
|
|
|
430 |
|
|
|
|
|
|
|
54 |
|
|
|
|
|
FYE 01-31-2015 |
|
|
1,681 |
|
|
|
|
|
|
|
406 |
|
|
|
|
|
|
|
59 |
|
|
|
|
|
FYE 01-31-2016 to 2020 |
|
|
8,545 |
|
|
|
|
|
|
|
1,727 |
|
|
|
|
|
|
|
179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
16,986 |
|
|
|
|
|
|
$ |
3,983 |
|
|
|
|
|
|
$ |
476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Plan |
|
|
VIP Plan |
|
|
Directors Plan |
|
|
|
01/31/2010 |
|
|
01/31/2009 |
|
|
01/31/2010 |
|
|
01/31/2009 |
|
|
01/31/2010 |
|
|
01/31/2009 |
|
Weighted Average Assumptions to
Determine Benefit Obligations at Year-End |
Discount rate |
|
|
5.75 |
% |
|
|
6.75 |
% |
|
|
6.00 |
% |
|
|
6.75 |
% |
|
|
5.75 |
% |
|
|
6.75 |
% |
Rate of compensation increase |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Assumptions to
Determine Net Periodic Pension Cost |
Discount rate |
|
|
6.75 |
% |
|
|
6.00 |
% |
|
|
6.75 |
% |
|
|
6.00 |
% |
|
|
6.75 |
% |
|
|
6.00 |
% |
Expected return on plan assets |
|
|
6.50 |
% |
|
|
6.50 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Rate of compensation increase |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Fair Value Measurements of Plan Assets
Employee Plan
|
|
|
|
|
|
|
|
|
|
|
01/31/2010 |
|
|
01/31/2009 |
|
|
|
|
Level 1 Measurement |
|
|
|
|
|
|
|
|
Cash & Cash Equivalents |
|
$ |
215 |
|
|
$ |
35 |
|
Bond Index Fund |
|
|
2,264 |
|
|
|
16 |
|
Large Cap Growth Index Fund |
|
|
2,085 |
|
|
|
2,194 |
|
Large Cap Value Index Fund |
|
|
2,858 |
|
|
|
2,901 |
|
Russell 2000 Index Fund |
|
|
2,373 |
|
|
|
1,832 |
|
International Equity Index Fund |
|
|
2,421 |
|
|
|
550 |
|
Managed Investment Fund |
|
|
538 |
|
|
|
|
|
Common Stock |
|
|
3,438 |
|
|
|
2,685 |
|
|
|
|
Total Level 1 |
|
$ |
16,192 |
|
|
$ |
10,213 |
|
|
|
|
Level 2 Measurement |
|
|
|
|
|
|
|
|
None |
|
|
N/A |
|
|
|
N/A |
|
Level 3 Measurement |
|
|
|
|
|
|
|
|
None |
|
|
N/A |
|
|
|
N/A |
|
Implementation of FASB ASC Topic 715
The Company adopted the recognition provisions of FASB ASC Topic 715 Compensation Retirement
Benefits and initially applied them to the funded status its defined benefit plans as of December
31, 2006. The initial recognition of the funded status of its defined benefit plans resulted in a
decrease in Stockholders Equity of $1,900,000. The Company adopted the measurement date provisions
of SFAS No. 158 in 2008 which required the Company to measure the plan assets and projected benefit
obligations as of January 31, 2009. The Company previously used December 31 as the measurement
date. The impact of this change was to increase liability for pension obligations by $90,000 and
reduce Stockholders Equity by $54,000 (net of tax).
401(k) Retirement Plan
The Companys retirement plan, which covers all U.S. employees, allows participants to defer from
1% to 50% of their eligible compensation through a 401(k) retirement program. Through December 31,
2001, the plan included an employee stock ownership component. The plan continues to include Virco
stock as one of the investment options. At January 31, 2010 and 2009, the plan held 767,445 shares
and 710,641 shares of Virco stock, respectively. For the fiscal years ended January 31, 2010, 2009
and 2008, there was no employer match and therefore no compensation cost to the Company.
Life Insurance
The Company provided current and post-retirement life insurance to certain salaried employees with
split-dollar life insurance policies under the Dual Option Life Insurance Plan. Effective January
2004, the Company terminated this plan for active employees. Cash surrender values of these
policies, which are included in other assets in the consolidated balance sheets, were $3,069,000
and $3,061,000 at January 31, 2010 and 2009, respectively. The Company maintains a rabbi trust to
hold assets related to the Dual Options Life Insurance Plan. Substantially all assets securing this
plan are held in the rabbi trust. In the first quarter of fiscal year ending January 31,
2009, the Company implemented ASC 715-60 (previously EITF 06-04) which required the Company record
a liability equal
58
to the present value of death benefits promised to participants. In the first quarter of 2008
the Company recorded a liability of $1,820,000. The Company has purchased life insurance on the
lives of the participants that will pay death benefits of approximately $6,000,000.
|
|
|
|
|
|
|
|
|
|
|
01/31/2010 |
|
|
01/31/2009 |
|
|
|
|
Liability beginning of year |
|
$ |
1,894,000 |
|
|
$ |
|
|
Implement ASC 715-60 (previously EITF 06-04) |
|
|
|
|
|
|
1,820,000 |
|
Accretion expense |
|
|
103,000 |
|
|
|
106,000 |
|
Present value of death benefits paid |
|
|
|
|
|
|
(32,000 |
) |
|
|
|
Liability end of year |
|
$ |
1,997,000 |
|
|
$ |
1,894,000 |
|
|
|
|
5. Stock-Based Compensation and Stockholders Rights
Stock Incentive Plans
The Companys two stock plans are the 2007 Employee Stock Incentive Plan (the 2007 Plan) and the
1997 Employee Incentive Stock Plan (the 1997 Plan). 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 granted 432,354 awards during fiscal
2009. As of January 31, 2010, there were approximately 256,615 shares available for future
issuance under the 2007 Plan.
The 1997 Plan expired in 2007 and had 12,100 unexercised options outstanding at January 31, 2010.
Stock options awarded to employees under the 1997 Plan must be at exercise prices equal to the fair
market value of the Companys common stock on the date of grant. Stock options generally have a
maximum term of 10 years and generally become exercisable ratably over a five-year period.
The shares of common stock issued upon exercise of a previously granted stock option are considered
new issuances from shares reserved for issuance upon adoption of the various plans. While the
Company does not have a formal written policy detailing such issuance, it requires that the option
holders provides a written notice of exercise to the stock plan administrator and payment for the
shares prior to issuance of the shares.
Accounting for the Plans
A summary of the Companys stock option activity, and related information for the years ended
January 31, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Exercise |
|
|
|
|
|
|
Exercise |
|
|
|
|
|
|
Exercise |
|
|
|
Options |
|
|
Price |
|
|
Options |
|
|
Price |
|
|
Options |
|
|
Price |
|
Outstanding at beginning
of year |
|
|
102,869 |
|
|
$ |
10.79 |
|
|
|
161,433 |
|
|
$ |
11.46 |
|
|
|
234,594 |
|
|
$ |
12.53 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(90,769 |
) |
|
|
11.06 |
|
|
|
(58,564 |
) |
|
|
12.64 |
|
|
|
(73,161 |
) |
|
|
14.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year |
|
|
12,100 |
|
|
|
8.82 |
|
|
|
102,869 |
|
|
|
10.79 |
|
|
|
161,433 |
|
|
|
11.46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year |
|
|
12,100 |
|
|
|
8.82 |
|
|
|
102,869 |
|
|
|
10.79 |
|
|
|
161,433 |
|
|
|
11.46 |
|
The data included in the above table has been retroactively adjusted, if applicable, for stock
dividends.
59
Information regarding stock options outstanding as of January 31, 2010, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual |
|
|
|
|
|
|
|
Price |
|
Number of Shares |
|
|
Life |
|
|
Number of Shares |
|
|
Price |
|
$ 8.82 |
|
|
12,100 |
|
|
|
1.55 |
|
|
|
12,100 |
|
|
$ |
8.82 |
|
The aggregate intrinsic value of options outstanding and exercisable is $0 as of January 31, 2010
and 2009.
Restricted Stock Unit Awards
The following table presents a summary of restricted stock and stock unit awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation |
|
|
|
Expense for 12 months ended |
|
|
Cost at |
|
|
|
1/31/2010 |
|
|
1/31/2009 |
|
|
1/31/2008 |
|
|
1/31/2010 |
|
2007 Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382,500 Restricted Stock Units, issued
6/16/2009, vesting over 5 years |
|
$ |
178,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1,160,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,854 Restricted Stock Units, issued
6/16/2009, vesting over 1 year |
|
|
116,000 |
|
|
|
|
|
|
|
|
|
|
|
58,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
262,500 Restricted Stock Units, issued
6/19/2007, vesting over 5 years |
|
|
357,000 |
|
|
$ |
356,000 |
|
|
$ |
238,000 |
|
|
|
832,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,644 Grants of Restricted Stock,
issued 6/17/2008, vesting over 1 year |
|
|
58,000 |
|
|
|
117,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,887 Grants of Restricted Stock,
issued 6/19/2007, vesting over 1 year |
|
|
|
|
|
|
29,000 |
|
|
|
58,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997 Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
270,000 Restricted Stock Units, issued
6/30/2004, vesting over 5 years |
|
|
147,000 |
|
|
|
353,000 |
|
|
|
353,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,640 Grants of Restricted Stock,
issued 6/20/2006, vesting over 1 year |
|
|
|
|
|
|
|
|
|
|
29,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals for the period |
|
$ |
856,000 |
|
|
$ |
855,000 |
|
|
$ |
678,000 |
|
|
$ |
2,050,000 |
|
|
|
|
|
|
|
A summary of the Companys restricted stock unit awards activity, and related information for the
following years ended January 31, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
average fair |
|
|
|
|
|
|
average fair |
|
|
|
|
|
|
average fair |
|
|
|
|
|
|
|
value of |
|
|
|
|
|
|
value of |
|
|
|
|
|
|
value of |
|
|
|
Restricted |
|
|
restricted |
|
|
Restricted |
|
|
restricted |
|
|
Restricted |
|
|
restricted |
|
|
|
stock units |
|
|
stock units |
|
|
stock units |
|
|
stock units |
|
|
stock units |
|
|
stock units |
|
Outstanding at beginning
of year |
|
|
296,644 |
|
|
$ |
6.59 |
|
|
|
364,500 |
|
|
$ |
6.82 |
|
|
|
153,000 |
|
|
$ |
6.91 |
|
Granted |
|
|
432,354 |
|
|
|
3.51 |
|
|
|
35,644 |
|
|
|
4.91 |
|
|
|
275,387 |
|
|
|
6.79 |
|
Vested |
|
|
(139,144 |
) |
|
|
3.52 |
|
|
|
(103,500 |
) |
|
|
4.95 |
|
|
|
(63,887 |
) |
|
|
6.64 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year |
|
|
589,854 |
|
|
|
4.38 |
|
|
|
296,644 |
|
|
|
6.59 |
|
|
|
364,500 |
|
|
|
6.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average fair value of
restricted stock units granted
during the year |
|
|
|
|
|
$ |
3.51 |
|
|
|
|
|
|
$ |
4.91 |
|
|
|
|
|
|
$ |
6.79 |
|
60
Stockholders Rights
On October 15, 1996, the Board of Directors declared a dividend of one preferred stock purchase
right (the Rights) for each outstanding share of the Companys common stock. Each of the Rights
entitles a stockholder to purchase for an exercise price of $50.00 ($20.70, as adjusted for stock
splits and stock dividends), subject to adjustment, one one-hundredth of a share of Series A Junior
Participating Cumulative Preferred Stock of the Company, or under certain circumstances, shares of
common stock of the Company or a successor company with a market value equal to two times the
exercise price. The Rights are not exercisable, and would only become exercisable for all other
persons when any person has acquired or commences to acquire a beneficial interest of at least 20%
of the Companys outstanding common stock. The Rights have no voting privileges, and may be
redeemed by the Board of Directors at a price of $.001 per Right at any time prior to the
acquisition of a beneficial ownership of 20% of the outstanding common stock. There are 200,000
shares (483,153 shares as adjusted by stock splits and stock dividends) of Series A Junior
Participating Cumulative Preferred Stock reserved for issuance upon exercise of the Rights. On
July 31, 2007, the Company and Mellon Investor Services LLC entered into an amendment to the Rights
Agreement governing the Rights. The amendment, among other things, extended the term of the Rights
issued under the Rights Agreement to October 25, 2016, removed the dead-hand provisions from the
Rights Agreement, and formally replaced the former Rights Agent, The Chase Manhattan Bank, with its
successor-in-interest, Mellon Investor Services LLC.
6. Comprehensive Income (Loss)
Comprehensive income (loss) was $111,000, ($3,082,000) and $23,049,000 for the years ended January 31,
2010, 2009 and 2008, respectively. Accumulated other comprehensive loss at January 31, 2010 and 2009,
is composed of minimum pension liability adjustments.
7. Income Taxes
The income tax expense (benefit) for the last three years is reconciled to the statutory federal
income tax rate using the liability method as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended January 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
Statutory |
|
$ |
56 |
|
|
$ |
513 |
|
|
$ |
4,145 |
|
State taxes (net of federal tax) |
|
|
116 |
|
|
|
49 |
|
|
|
458 |
|
Change in valuation allowance |
|
|
(437 |
) |
|
|
86 |
|
|
|
(14,750 |
) |
State rate adjustment |
|
|
(26 |
) |
|
|
(239 |
) |
|
|
|
|
Other |
|
|
155 |
|
|
|
(110 |
) |
|
|
120 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(136 |
) |
|
$ |
299 |
|
|
$ |
(10,027 |
) |
|
|
|
Significant components of the expense (benefit) for income taxes (in thousands) attributed to
continuing operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
(17 |
) |
|
$ |
5 |
|
|
$ |
284 |
|
State |
|
|
207 |
|
|
|
652 |
|
|
|
343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
190 |
|
|
|
657 |
|
|
|
627 |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
115 |
|
|
|
205 |
|
|
|
3,927 |
|
State |
|
|
(4 |
) |
|
|
(649 |
) |
|
|
169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111 |
|
|
|
(444 |
) |
|
|
4,096 |
|
Change in valuation allowance |
|
|
(437 |
) |
|
|
86 |
|
|
|
(14,750 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(326 |
) |
|
|
(358 |
) |
|
|
(10,654 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(136 |
) |
|
$ |
299 |
|
|
$ |
(10,027 |
) |
|
|
|
61
Deferred tax assets and liabilities (in thousands) are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
January 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
Deferred tax assets |
|
|
|
|
|
|
|
|
Accrued vacation and sick leave |
|
$ |
1,027 |
|
|
$ |
1,165 |
|
Retirement plans |
|
|
6,497 |
|
|
|
6,853 |
|
Insurance reserves |
|
|
978 |
|
|
|
874 |
|
Inventory |
|
|
1,155 |
|
|
|
1,107 |
|
Warranty |
|
|
694 |
|
|
|
726 |
|
Net operating loss carryforwards |
|
|
3,751 |
|
|
|
3,369 |
|
Intangibles |
|
|
427 |
|
|
|
482 |
|
Other |
|
|
1,458 |
|
|
|
595 |
|
|
|
|
|
|
|
15,987 |
|
|
|
15,171 |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
Tax in excess of book depreciation |
|
|
(1,766 |
) |
|
|
(1,024 |
) |
Other |
|
|
(79 |
) |
|
|
(40 |
) |
|
|
|
|
|
|
(1,845 |
) |
|
|
(1,064 |
) |
|
|
|
|
|
|
|
|
|
Valuation allowance |
|
|
(490 |
) |
|
|
(927 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset |
|
$ |
13,652 |
|
|
$ |
13,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported as: |
|
|
|
|
|
|
|
|
Current deferred tax assets |
|
$ |
3,150 |
|
|
$ |
3,808 |
|
Long-term deferred tax assets |
|
|
10,502 |
|
|
|
9,372 |
|
The Company adopted the provisions of FASB ASC 740, Income Taxes on February 1, 2007, the
beginning of fiscal 2008. There was no material impact as a result of the implementation of
FASB ASC 740. The following table summarizes the activity related to our gross unrecognized
tax benefits from February 1, 2008 to January 31, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
January 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
Balance as of February 1, |
|
$ |
642 |
|
|
$ |
525 |
|
Increases related to prior year tax positions |
|
|
101 |
|
|
|
271 |
|
Decreases related to prior year tax positions |
|
|
(144 |
) |
|
|
(197 |
) |
Increases related to current year tax positions |
|
|
37 |
|
|
|
43 |
|
Decreases related to settlements with taxing authorities |
|
|
|
|
|
|
|
|
Decreases related to lapsing of statue of limitations |
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 31, |
|
$ |
636 |
|
|
$ |
642 |
|
|
|
|
At January 31, 2010, the Companys unrecognized tax benefits associated with uncertain tax
positions were $636,000, of which $420,000 if recognized, would favorably affect the effective tax
rate.
The Company recognizes interest and penalties related to unrecognized tax benefits as a
component of income tax expense which is consistent with the recognition of the items in prior
reporting. The Company had recorded a liability for interest and penalties related to unrecognized
tax benefits of $484,000 at January 31, 2010, and $519,000 at January 31, 2009. The Internal
Revenue Service (the ''IRS) has completed the examination of all
62
federal income tax returns through 2003 with no issues pending or unresolved. The years 2006
through 2009 remain open for examination by the IRS. The Company is under examination by the IRS
for its 2006 federal income tax return. The years 2004 through 2008 remain open for examination by
state tax authorities. The Company is not currently under state examination.
The specific timing of when the resolution of each tax position will be reached is uncertain. As
of January 31, 2010, we do not believe that there are any positions for which it is reasonably
possible that the total amount of unrecognized tax benefits will significantly increase or decrease
within the next 12 months.
At January 31, 2010, the Company has net operating loss carry forwards for federal and state income
tax purposes, expiring at various dates through 2029. Federal net operating losses that can
potentially be carried forward total approximately $4,524,000 at January 31, 2010. State net
operating losses that can potentially be carried forward total approximately $27,355,000 at January
31, 2010. The Company has determined that it is more likely than not that some portion of the
state net operating loss and credit carryfowards will not be realized and has provided a valuation
allowance of $490,000 and $927,000 on the deferred tax assets at January 31, 2010 and 2009,
respectively.
8. Commitments
The Company has operating leases on real property and equipment, that expire at various dates. The
Torrance, CA manufacturing and distribution facility is leased under a 5-year operating lease that
expires on February 28, 2015. One of the Conway, AR manufacturing facility is leased under a
10-year operating lease that expires on March 31, 2018. The Company leases machinery and equipment
under a 5-year operating lease arrangement. The Company has the option of buying out the assets at
the end of the lease period. The Company leases trucks, automobiles, and forklifts under operating
leases that include certain fleet management and maintenance services. Certain of the leases
contain renewal, purchase options and require payment for property taxes and insurance.
Minimum future lease payments (in thousands) for operating leases in effect as of January 31, 2010,
are as follows:
|
|
|
|
|
Year ending January 31, |
|
|
|
|
2011 |
|
$ |
6,367 |
|
2012 |
|
|
5,831 |
|
2013 |
|
|
5,509 |
|
2014 |
|
|
5,230 |
|
2015 |
|
|
4,816 |
|
Thereafter |
|
|
1,948 |
|
Rent expense relating to operating leases was as follows (in thousands):
|
|
|
|
|
Year ended January 31, |
|
|
|
|
2010 |
|
$ |
8,258 |
|
2009 |
|
|
7,953 |
|
2008 |
|
|
7,491 |
|
The Company has issued purchase commitments for raw materials at January 31, 2010, of approximately
$16,633,000. There were no commitments in excess of normal operating requirements. All purchase
commitments will be settled in the fiscal year ending January 31, 2010.
9. Contingencies
The Company and other furniture manufacturers are subject to federal, state and local laws and
regulations relating to the discharge of materials into the environment and the generation,
handling, storage, transportation and disposal of waste and hazardous materials. The Company has
expended, and expects to continue to spend, significant amounts in the future to comply with
environmental laws. Normal recurring expenses relating to operating the Company factories in a
manner that meets or exceeds environmental laws are matched to the cost of producing inventory.
Despite the Companys significant dedication to operating in compliance with applicable laws, there
is a risk that the Company could fail to comply with a regulation or that applicable laws and
regulations change. On these occasions, the Company records liabilities for remediation costs when
remediation costs are probable and can be reasonably estimated.
The Company is subject to contingencies pursuant to environmental laws and regulations that in the
future may require the Company to take action to correct the effects on the environment of prior
disposal practices or releases of
63
chemical or petroleum substances by the Company or other parties. The Company has been identified
as a potentially responsible party pursuant to the Comprehensive Environmental Response
Compensation and Liability Act (CERCLA), for remediation costs associated with waste disposal
sites previously used by it. In general, CERCLA can impose liability for costs to investigate and
remediate contamination without regard to fault or the legality of disposal and, under certain
circumstances, liability may be joint and several, resulting in one party being held responsible
for the entire obligation. The Company reserves amounts for such matters when expenditures are
probable and reasonably estimable. At January 31, 2010 and 2009, the Company had reserves of
approximately $150,000 and $100,000 for such environmental contingencies. An estimate of liability
in excess of this amount cannot be made.
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 of $2,614,000 and $2,345,000 at January 31, 2010 and 2009,
respectively, based upon the Companys estimated payout period of five years using a 6.00% and
5.75% discount rate respectively.
Workers compensation, automobile, general and product liability claims may be asserted in the
future for events not currently known by management. Management does not anticipate that any
related settlement, after consideration of the existing reserve for claims incurred and potential
insurance recovery, would have a material adverse effect on the Companys financial position,
results of operations or cash flows. Estimated payments under the self-insurance programs are as
follows (in thousands):
|
|
|
|
|
Year ending January 31, |
|
|
|
|
2011 |
|
$ |
650 |
|
2012 |
|
|
550 |
|
2013 |
|
|
550 |
|
2014 |
|
|
550 |
|
2015 |
|
|
550 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,850 |
|
Discount to net present value |
|
|
(236 |
) |
|
|
|
|
|
|
|
|
|
Thereafter |
|
$ |
2,614 |
|
|
|
|
|
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
Companys financial position, results of operations or cash flows.
10. Warranty
The Company accrues an estimate of its exposure to warranty claims based upon both current and
historical product sales data and warranty costs incurred. Most of the Companys products sold
through January 31, 2005 carry a five-year warranty. Effective February 1, 2005, the Company
extended its standard warranty period to 10 years. The Company periodically assesses the adequacy
of its recorded warranty liabilities and adjusts the amounts as necessary. The warranty liability
is in accrued liabilities in the accompanying consolidated balance sheets.
Changes in the Companys warranty liability were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
January 31, |
|
|
|
2010 |
|
|
2009 |
|
| |
|
| |
Beginning balance |
|
$ |
1,950 |
|
|
$ |
1,750 |
|
Provision |
|
|
710 |
|
|
|
1,184 |
|
Costs incurred |
|
|
(985 |
) |
|
|
(984 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
1,675 |
|
|
$ |
1,950 |
|
|
|
|
64
11. Subsequent Events
The Company has evaluated events subsequent to January 31, 2010, to assess the need for
potential recognition or disclosure in this report. Such events were evaluated through the date
these financial statements were issued. Based upon this evaluation, it was determined that no other
subsequent events occurred that require recognition or additional disclosure in the financial
statements.
12. Quarterly Results (Unaudited)
The Companys quarterly results for the years ended January 31, 2010 and 2009, are summarized as
follows (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 |
|
|
Q2 |
|
|
Q3 |
|
|
Q4 |
|
|
|
|
Year ended January 31, 2010
|
Net sales |
|
$ |
27,049 |
|
|
$ |
74,623 |
|
|
$ |
62,920 |
|
|
$ |
25,921 |
|
Gross profit |
|
|
8,300 |
|
|
|
25,776 |
|
|
|
21,045 |
|
|
|
7,584 |
|
Net (loss) income |
|
|
(2,987 |
) |
|
|
4,046 |
|
|
|
2,905 |
|
|
|
(3,664 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.21 |
) |
|
$ |
0.29 |
|
|
$ |
0.21 |
|
|
$ |
(0.26 |
) |
Assuming dilution |
|
|
(0.21 |
) |
|
|
0.29 |
|
|
|
0.20 |
|
|
|
(0.26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended January 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
29,194 |
|
|
$ |
80,216 |
|
|
$ |
74,866 |
|
|
$ |
27,727 |
|
Gross profit |
|
|
9,553 |
|
|
|
25,889 |
|
|
|
24,494 |
|
|
|
8,665 |
|
Net (loss) income |
|
|
(2,856 |
) |
|
|
3,512 |
|
|
|
3,780 |
|
|
|
(3,226 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.20 |
) |
|
$ |
0.24 |
|
|
$ |
0.26 |
|
|
$ |
(0.23 |
) |
Assuming dilution |
|
|
(0.20 |
) |
|
|
0.24 |
|
|
|
0.26 |
|
|
|
(0.23 |
) |
|
|
|
(a) |
|
Net loss per share was calculated based on basic shares outstanding due to the
anti-dilutive effect on the inclusion of common stock equivalent shares. |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Not applicable.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in reports filed with the Commission pursuant to the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the
Commissions rules and forms, and that such information is accumulated and communicated to the
Companys management, including its President and Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. Assessing the
costs and benefits of such controls and procedures necessarily involves the exercise of judgment by
management, and such controls and procedures, by their nature, can provide only reasonable assurance that
managements objectives in establishing them will be achieved.
Virco carried out an evaluation, under the supervision and with the participation of the Companys
management, including its President and Chief Executive Officer along with its Chief Financial
Officer, of the effectiveness of the design and operation of disclosure controls and procedures as
of the end of the period covered by this Annual Report pursuant to Exchange Act Rule 13a-15. Based
upon the foregoing, the Companys President and Chief Executive Officer along with the Companys
Chief Financial Officer concluded that Vircos disclosure controls and procedures are effective in
ensuring that (i) information required to be disclosed by the Company in the reports that it files
or
65
submits under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SECs rules and forms and (ii) information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is accumulated and
communicated to the Companys management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There was no change in the Companys internal control over financial reporting during the fourth
fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting. See Managements Report on Internal Control
Over Financial Reporting and Report of Independent Registered Public Accounting Firm on Internal
Control Over Financial Reporting on pages 39 and 40, respectively.
Item 9B. Other Information
None.
66
PART III
Item 10. Directors, Executive Officers of the Registrant and Corporate Governance
Except for the information disclosed in Part 1 under the heading Executive Officers of the
Registrant, the information required by this Item regarding directors shall be incorporated by
reference to information set forth in the Companys definitive Proxy Statement to be filed within
120 days after the end of the Companys fiscal year end of January 31, 2010.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to information set forth in the
Companys definitive Proxy Statement to be filed within 120 days after the end of the Companys
fiscal year end of January 31, 2010.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this Item is incorporated by reference to information set forth in the
Companys definitive Proxy Statement to be filed within 120 days after the end of the Companys
fiscal year end of January 31, 2010.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to information set forth in the
Companys definitive Proxy Statement to be filed within 120 days after the end of the Companys
fiscal year end of January 31, 2010.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated by reference to information set forth in
the Companys definitive Proxy Statement to be filed within 120 days after the end of the Companys
fiscal year end of January 31, 2010.
67
PART IV
Item 15. Exhibits, Financial Statement Schedules
1. |
|
The following consolidated financial statements of Virco Mfg. Corporation are set
forth in Item 8 of this report. |
2. |
The following consolidated financial statement schedule of Virco Mfg. Corporation is
included in Item 15: |
68
VIRCO MFG. CORPORATION AND SUBSIDIARIES
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED JANUARY 31, 2010, 2009 AND 2008
(In Thousands)
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Col. C |
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Col. E |
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Col. B |
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Charged to |
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Deductions from |
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Col. F |
Col. A |
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Beginning Balance |
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Expenses |
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Reserves |
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Ending Balance |
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Allowance for
doubtful accounts
for the period
ended: |
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January 31, 2010 |
|
$ |
200 |
|
|
$ |
127 |
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$ |
127 |
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|
$ |
200 |
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January 31, 2009 |
|
$ |
200 |
|
|
$ |
7 |
|
|
$ |
7 |
|
|
$ |
200 |
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January 31, 2008 |
|
$ |
200 |
|
|
$ |
53 |
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$ |
53 |
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|
$ |
200 |
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Inventory valuation
reserve for the
period ended: |
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January 31, 2010 |
|
$ |
2,150 |
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|
$ |
|
|
|
$ |
50 |
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|
$ |
2,100 |
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January 31, 2009 |
|
$ |
1,650 |
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|
$ |
500 |
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|
$ |
|
|
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$ |
2,150 |
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January 31, 2008 |
|
$ |
1,400 |
|
|
$ |
250 |
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$ |
|
|
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$ |
1,650 |
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Warranty reserve
for the period
ended: |
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|
|
|
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|
|
|
|
|
|
|
|
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January 31, 2010 |
|
$ |
1,950 |
|
|
$ |
710 |
|
|
$ |
985 |
|
|
$ |
1,675 |
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January 31, 2009 |
|
$ |
1,750 |
|
|
$ |
1,184 |
|
|
$ |
984 |
|
|
$ |
1,950 |
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January 31, 2008 |
|
$ |
1,750 |
|
|
$ |
938 |
|
|
$ |
938 |
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|
$ |
1,750 |
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|
|
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|
|
|
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|
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Product, general,
workers
compensation and
automobile
liability reserves
for the
period ended: |
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|
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|
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January 31, 2010 |
|
$ |
2,345 |
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$ |
269 |
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$ |
|
|
|
$ |
2,614 |
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January 31, 2009 |
|
$ |
3,305 |
|
|
$ |
|
|
|
$ |
960 |
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|
$ |
2,345 |
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January 31, 2008 |
|
$ |
2,835 |
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|
$ |
470 |
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$ |
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|
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$ |
3,305 |
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Deferred tax
valuation allowance
for the
period ended: |
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January 31, 2010 |
|
$ |
927 |
|
|
$ |
269 |
|
|
$ |
706 |
|
|
$ |
490 |
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January 31, 2009 |
|
$ |
841 |
|
|
$ |
86 |
|
|
$ |
|
|
|
$ |
927 |
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January 31, 2008 |
|
$ |
15,591 |
|
|
$ |
|
|
|
$ |
14,750 |
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$ |
841 |
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All other schedules for which provision is made in the applicable accounting regulation of the
Securities and Exchange Commission are not required under the related instructions, are
inapplicable, or are included in the Financial Statements or Notes thereto, and therefore are not
required to be presented under this Item.
3. Exhibits
See Index to Exhibits. The exhibits listed in the accompanying Index to Exhibits are filed as
part of this report.
69
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
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VIRCO MFG. CORPORATION
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Date: April 16, 2010 |
By: |
/s/ Robert A. Virtue
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Robert A. Virtue |
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Chairman of the Board and
Chief Executive Officer |
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70
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Robert A. Virtue and Robert E. Dose his/her true and lawful attorney-in-fact and agent,
with full power of substitution and, for him/her and in his/her name, place and stead, in any and
all capacities to sign any and all amendments to this report on Form 10-K, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant in the capacities and on the dates
indicated.
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SIGNATURE |
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TITLE |
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DATE |
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/s/ Robert A. Virtue
Robert A. Virtue
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Chairman of the Board, Chief Executive Officer,
President and Director
(Principal Executive Officer),
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April 16, 2010 |
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Director |
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/s/ Douglas A. Virtue
Douglas A. Virtue
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Executive Vice President, Director
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April 16, 2010 |
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/s/ Robert E. Dose
Robert E. Dose
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Vice President Finance, Secretary and Treasurer
(Principal Financial Officer)
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April 16, 2010 |
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/s/ Bassey Yau
Bassey Yau
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Corporate Controller (Principal
Accounting Officer)
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April 16, 2010 |
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/s/ Donald S. Friesz
Donald S. Friesz
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Director
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April 16, 2010 |
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/s/ Thomas J. Schulte
Thomas J. Schulte
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Director
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April 16, 2010 |
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/s/ Robert K. Montgomery
Robert K. Montgomery
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Director
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April 16, 2010 |
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/s/ Albert J. Moyer
Albert J. Moyer
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Director
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April 16, 2010 |
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/s/ Glen D. Parish
Glen D. Parish
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Director
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April 16, 2010 |
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/s/ Donald A. Patrick
Donald A. Patrick
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Director
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April 16, 2010 |
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/s/ James R. Wilburn
James R. Wilburn
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Director
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April 16, 2010 |
71
VIRCO MFG. CORPORATION
EXHIBITS TO FORM 10-K ANNUAL REPORT
For the Year Ended January 31, 2010
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Exhibit |
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Number |
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Description |
3.1
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Certificate of Incorporation of the Company dated April 23,
1984, as amended (incorporated by reference to Exhibit 4.4 to
the Companys Form S-8 Registration Statement (Commission File
No. 33-65098), filed with the Commission on June 25, 1993). |
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3.2
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Amended and Restated Bylaws of the Company dated September 10,
2001 (incorporated by reference to Exhibit 3.2 to the
Companys Quarterly Report on Form 10-Q (Commission File No.
001-08777), filed with the Commission on September 14, 2001). |
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4.1
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Rights Agreement dated as of October 18, 1996, by and between
the Company and Mellon Investor Services (as assignee of The
Chase Manhattan Bank), as Rights Agent incorporated by
reference to Exhibit 1 to the Companys Form S-8 Registration
Statement (Commission File No. 001-08777), filed with the
Commission on October 25, 1996. |
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4.2
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Amendment dated as of April 30, 2007 by and between the
Company and Mellon Investor Services LLC to the Rights
Agreement by and between the Company and The Chase Manhattan
Bank dated as of October 18, 1996, as incorporated by
reference to Exhibit 4.1 to the Companys Quarterly Report on
Form 10-Q filed with the Commission on June 8, 2007. |
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10.1
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Form of Virco Mfg. Corporation Employee Stock Ownership Plan
(the ESOP) (incorporated by reference to Exhibit 4.1 to the
Companys Form S-8 Registration Statement (Commission File No.
33-65098), filed with the Commission on June 25, 1993). |
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10.2
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Trust Agreement for the ESOP (incorporated by reference to
Exhibit 4.2 to the Companys Form S-8 Registration Statement
(Commission File No. 33-65098), filed with the Commission on
June 25, 1993). |
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10.3
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Form of Registration Rights Agreement for the ESOP
(incorporated by reference to Exhibit 4.3 to the Companys
Form S-8 Registration Statement (Commission File No.
33-65098), filed with the Commission on June 25, 1993). |
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10.5
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1993 Stock Incentive Plan of the Company (incorporated by
reference to Exhibit 4.1 to the Companys Form S-8
Registration Statement (Commission File No. 33-65098), filed
with the Commission on June 1993). |
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10.6
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Lease dated February 1, 2006, between FHL Group, a California
Corporation, as landlord and Virco Mfg. Corporation, a
Delaware Corporation, as tenant (incorporated by reference to
Exhibit 99.1 to the Companys Current Report on Form 8-K filed
with the Commission on February 3, 2006). |
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10.7
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Amended and Restated Credit Agreement dated as of January 27,
2004, between the Company and Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 99.2 to the
Companys Current Report on Form 8-K filed with the Commission
on January 30, 2004). |
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10.8
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Amendment No. 2 to Amended and Restated Credit Agreement dated
as of January 21, 2006, between the Company and Wells Fargo
Bank, National Association (incorporated by reference to
Exhibit 99.2 to the Companys Current Report on Form 8-K filed
with the Commission on January 27, 2006). |
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10.9
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Subsidiary Guaranty dated as of January 27, 2004, by Virco
Mgmt. Corporation in favor of Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 99.3 to the
Companys Current Report on Form 8-K filed with the Commission
on January 30, 2004). |
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10.10
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Subsidiary Guaranty dated as of January 27, 2004, by Virco,
Inc. in favor of Wells Fargo Bank, National Association
(incorporated by reference to Exhibit 99.4 to the Companys
Current Report on Form 8-K filed with the Commission on
January 30, 2004). |
72
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Exhibit |
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Number |
|
Description |
10.11
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Amended and Restated Security Agreement dated as of January
27, 2004, among the Company, Virco Mgmt. Corporation, Virco,
Inc. and Wells Fargo Bank, National Association (incorporated
by reference to Exhibit 99.7 to the Companys Current Report
on Form 8-K filed with the Commission on January 30, 2004). |
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10.12
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Revolving Line of Credit Note dated March 26, 2007, between
the Company and Wells Fargo Bank, National Association
(incorporated by reference to Exhibit 10.12 to the Companys
Form 10-K filed with the Commission on April 16, 2007). |
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10.13
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Term Note dated March 26, 2007, between the Company and Wells
Fargo Bank, National Association (incorporated by reference to
Exhibit 10.13 to the Companys Form 10-K filed with the
Commission on April 16, 2007). |
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10.14
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Amendment No. 4 to Amended and Restated Credit Agreement dated
as of March 26, 2007, between the Company and Wells Fargo
Bank, National Association (incorporated by reference to
Exhibit 10.4 to the Companys Form 10-K filed with the
Commission on April 16, 2007). |
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10.15
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Stock Purchase Agreement dated June 6, 2006, between the
Company and Wedbush, Inc. and Wedbush Morgan Securities, Inc.
(incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Commission on June
8, 2006). |
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10.16
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Warrant Agreement dated June 6, 2006, between the Company and
Wedbush, Inc. (incorporated by reference to Exhibit 10.2 to
the Companys Current Report on Form 8-K filed with the
Commission on June 8, 2006). |
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10.17
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|
Warrant Agreement dated June 6, 2006, between the Company and
Wedbush Morgan Securities, Inc. (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K filed
with the Commission on June 8, 2007). |
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10.18
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|
Amended Stock Purchase Agreement dated August 29, 2006,
between the Company and Steve Presley, Ed Gyenes, Nick Wilson,
Scotty Bell, Patty Quinones, Eric Nordstrom, Larry Maddox,
James Simms, Bassey Yau, Robert Virtue, Doug Virtue and Evan
Gruber (incorporated by reference to Exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q filed with the
Commission on December 11, 2006). |
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10.19
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|
Design Agreement dated January 21, 2008, between the Company
and Peter Glass Design, LLC, and Hedgehog Design, LLC.
(incorporated by reference to Exhibit 10.1 and 10.2 to the
Companys Current Report on Form 8-K filed with the Commission
on January 25, 2008). |
|
|
|
10.20
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|
Second Amended and Restated Credit Agreement, dated as of
March 12, 2008, between Virco Mfg. Corporation and Wells Fargo
Bank, National Association (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the Commission on March 24, 2008). |
|
|
|
10.21
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|
Revolving Line of Credit Note, dated as of March 12, 2008, by
Virco Mfg. Corporation in favor of Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K filed with the Commission
on March 24, 2008). |
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10.22
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|
Master Reaffirmation Agreement, dated as of March 12, 2008,
among Virco Mfg. Corporation, Virco Mgmt. Corporation, Virco
Inc. and Wells Fargo Bank, National Association (incorporated
by reference to Exhibit 10.3 to the Companys Current Report
on Form 8-K filed with the Commission on March 24, 2008). |
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10.23
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|
Amended and Restated Mortgage, dated as of March 12, 2008, by
Virco Mfg. Corporation in favor of Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 10.4 to the
Companys Current Report on Form 8-K filed with the Commission
on March 24, 2008). |
73
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Exhibit |
|
|
Number |
|
Description |
10.24
|
|
Amendment No. 1 to the Second Amended and Restated Credit
Agreement, dated as of July 31, 2008, between Virco Mfg.
Corporation and Wells Fargo Bank, National Association
(incorporated by reference to Exhibit 10.2 to the Companys
Quarterly Report on Form 10Q filed with the Commission on
September 9, 2008). |
|
|
|
10.25
|
|
Amendment No. 2 to Second Amended and Restated Credit
Agreement, dated as of March 27, 2009, by Virco Mfg.
Corporation and Wells Fargo Bank, National Association (incorporated
by reference to Exhibit 10.25 to the Companys
Annual Report on Form 10K filed with the Commission on
April 16, 2009). |
|
|
|
10.26
|
|
Lease amendment dated August 14, 2008, between AMB Property,
L.P., a Delaware Limited Partnership, as landlord and Virco
Mfg. Corporation, a Delaware Corporation, as tenant
(incorporated by reference to Exhibit 10.1 to the Companys
Quarterly Report on Form 10Q filed with the Commission on
September 9, 2008). |
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10.27*
|
|
Amendment No. 3 to Second Amended and Restated Credit
Agreement, dated as of March 27, 2009, by Virco Mfg.
Corporation and Wells Fargo Bank, National Association. |
|
|
|
21.1*
|
|
List of All Subsidiaries of Virco Mfg. Corporation. |
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm. |
|
|
|
31.1*
|
|
Certification of the Chief Executive Officer Pursuant to Rule
13a-14(a) under the Securities and Exchange Act of 1934, as
adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
|
|
|
31.2*
|
|
Certification of the Chief Financial Officer Pursuant to Rule
13a-14(a) under the Securities and Exchange Act of 1934, as
adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
|
|
|
32.1*
|
|
Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350. |
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|
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74