0001628280-20-004013.txt : 20200324 0001628280-20-004013.hdr.sgml : 20200324 20200324172425 ACCESSION NUMBER: 0001628280-20-004013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200324 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200324 DATE AS OF CHANGE: 20200324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRCO MFG CORPORATION CENTRAL INDEX KEY: 0000751365 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 951613718 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08777 FILM NUMBER: 20739294 BUSINESS ADDRESS: STREET 1: 2027 HARPERS WAY CITY: TORRANCE STATE: CA ZIP: 90501 BUSINESS PHONE: 3105330474 MAIL ADDRESS: STREET 1: P O BOX 44846 CITY: LOS ANGELES STATE: CA ZIP: 90044 8-K 1 a8k_covid19pressrelease.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report : March 24, 2020
VIRCO MFG. CORPORATION
(Exact name of registrant as specified in charter)

Delaware
 
001-8777
 
95-1613718
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
2027 Harpers Way, Torrance, California 90501
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 533-0474
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¬ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¬ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¬ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¬ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
     Trading Symbol    
   Name of each exchange on which registered
Common Stock, $0.01 par value
VIRC
The NASDAQ Stock Market LLC

Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
  
If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ 





TABLE OF CONTENTS








Item 7.01 Regulation FD Disclosure.

On March 24, 2020, Virco Mfg. Corporation issued a press release to provide an update on the current operational and financial assessment of, and responses to, the COVID-19 pandemic. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits.
 
 
 
Exhibit
No.
  
Description
(d) Exhibit 99.1
  
Press release dated March 24, 2020








EXHIBIT INDEX
 
 
 
 
Exhibit
No.
  
Description
  








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

 
VIRCO MFG. CORPORATION
 
Date: March 24, 2020
By:
/s/ Robert A. Virtue
 
Name:
Robert A. Virtue
 
Title:
Chief Executive Officer and Chairman of the Board of Directors




EX-99.1 2 exhibit991_covid19pressrel.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1


Virco Provides Update on Current Impact of COVID-19

Torrance, California-March 24, 2020: Virco Mfg. Corporation (NASDAQ: VIRC) issued this press release to update its shareholders and the public about its current operational and financial assessment of, and responses to, the COVID-19 pandemic:

In accordance with State of California and local orders, the Company temporarily closed its Torrance, California, manufacturing and distribution facility on March 20, 2020. Because business activity and demand for the Company’s education furniture have remained steady at approximately last year’s volume, it will continue to operate its Conway, Arkansas, manufacturing and distribution facility unless future developments require temporary closure of that facility as well.

Because the Company operates on a slightly staggered fiscal year (ending January 31), this press release is being issued just before it announces the audited year-end results for FYE 2020. Management has chosen to wait until the audited results are final before discussing actual financial performance for the year ended January 31, 2020. However, at a high level, net sales last year declined by mid- single digits--but gross and net profit both improved significantly, reflecting in part the increase in value-added services being provided by the Company’s project management teams.

Transactional “fill in” business for school furniture has slowed significantly as schools scramble to organize distance-learning platforms for the tens of millions of students now being home-schooled. However, project business for new school construction has remained relatively unaffected, since it is funded differently and administered separately from ordinary classroom functions. This is an important distinction, because as the overall share of project business continues to grow, strength in this segment has kept overall business activity roughly equal with last year. Profit margins are still continuing to climb.

Management measures overall business activity with its own non-GAAP metric of actual year-to-date shipments plus unshipped backlog. This measure smooths our assessment of business activity for one-time events like tornados or hurricanes, but it may not yield the same degree of reliability this year given the magnitude of the current pandemic.

Quote and bid activity are steady to slightly higher than last year, leading Management to believe that when schools re-open they expect to be on the front lines of active social recovery. For this reason the Company is continuing to operate its Arkansas facility at full capacity, servicing immediate West Coast deliveries from this central location. Reports suggest that overseas supply chains may not return to full capacity until after summer, by which time deliveries for the upcoming school year will already need to have been completed. Management believes that by making furniture now, it can support America’s public schools in what is likely to be an unusual shipping season ahead of next year’s very important school term.

The Company has not laid off any of its U.S. employees in response to the current situation and does not currently foresee doing so; its Conway operation employs over two thirds of the total staff and is not affected by the temporary Torrance closure. California employees are working from home or, for workers on temporary furlough, they are being assisted in seeking worker benefits recently made available by the state government. Health care and other benefits remain in place for all of the Company’s employees, including those in California.

Management expects to release FYE 2020 financial results in early May, at which time it will also provide an update on this rapidly-evolving situation.







Contact:
Virco Mfg. Corporation (310) 533-0474
Robert A. Virtue, Chairman and Chief Executive Officer
Doug Virtue, President
Robert Dose, Chief Financial Officer

This news release contains “forward-looking statements” as defined by the Private Securities Reform Act of 1995. These statements may include, but are not limited to, statements regarding the impact of COVID-19 on our business and customers, and our expectations of the effects of COVID-19 on: business strategies; market demand and product development; order rates and trends in seasonality; product relevance; economic conditions and patterns; the educational furniture industry including the domestic market for classroom furniture; state and municipal bond and/or tax funding; the rate of completion of bond funded construction projects; cost control initiatives; absorption rates; the relative competitiveness of domestic vs. international supply chains; trends in shipping costs; use of temporary workers; marketing initiatives; and international or non K-12 markets. Forward-looking statements are based on current expectations and beliefs about future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors, many of which are out of our control and difficult to forecast. These factors may cause actual results to differ materially from those that are anticipated. Such factors include, but are not limited to: the inherent difficulty in forecasting the future direction and impact of the COVID-19 pandemic; changes in general economic conditions including raw material, energy and freight costs; state and municipal bond funding; state, local, and municipal tax receipts; order rates; the seasonality of our markets; the markets for school and office furniture generally, the specific markets and customers with which we conduct our principal business; the impact of cost-saving initiatives on our business; the competitive landscape, including responses of our competitors and customers; demographics; and the terms and conditions of available funding sources. See our Annual Report on Form 10-K for the year ended January 31, 2019, our Quarterly Reports on Form 10-Q, and other reports that we file with the Securities and Exchange Commission for a further description of these and other risks and uncertainties applicable to our business. We assume no, and hereby disclaim any, obligation to update any of our forward-looking statements. We nonetheless reserve the right to make such updates from time to time by press release, periodic reports, or other methods of public disclosure without the need for specific reference to this press release. No such update shall be deemed to indicate that other statements which are not addressed by such an update remain correct or create an obligation to provide any other updates.