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Debt
6 Months Ended
Jul. 31, 2026
Debt Disclosure [Abstract]  
Debt Debt
Outstanding balances for the Company’s long-term debt are as follows:
7/31/20261/31/20267/31/2025
(In thousands)
Revolving credit line$— $— $— 
Other3,745 3,878 4,008 
Total debt3,745 3,878 4,008 
Less current portion274 269 263 
Non-current portion$3,471 $3,609 $3,745 

The Company and Virco Inc., its wholly-owned subsidiary (collectively, the “Borrowers”), have a Revolving Credit and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association, as administrative agent and lender (“PNC”). The Credit Agreement was amended numerous times since its origination in December 2011.

The Credit Agreement permits the Company to issue cash dividends or make payments with respect to the Company’s capital stock in an aggregate amount up to $8.0 million during any fiscal year, provided that no default shall have occurred or is continuing or would result from any such payment, and the Company must demonstrate pro forma compliance with a 12-month trailing Fixed Charge Coverage Ratio ("FCCR") of not less than 1.20:1.00 as of the fiscal quarter immediately preceding the date of any such dividend or payment. The Credit Agreement also requires the Company to maintain a minimum FCCR, and contains numerous other covenants that limit under certain circumstances the ability of the Borrowers and their subsidiaries to, among other things, merge with or acquire other entities, incur new liens, incur additional indebtedness, sell assets outside of the ordinary course of business, enter into transactions with affiliates, or substantially change the general nature of the business of the Borrowers.

In addition to the financial covenants, the Credit Agreement provides for customary events of default, subject to certain cure periods and other limitations. Substantially all of the Borrowers' accounts receivable are automatically and promptly swept to
repay amounts outstanding under the Credit Agreement upon receipt by the Borrowers. Due to this automatic liquidating nature of the Credit Agreement, if the Borrowers breach any covenant, violate any representation or warranty, or suffer a deterioration in their ability to borrow pursuant to the borrowing base calculation, the Borrowers may not have access to cash liquidity unless provided by PNC at its discretion.

The other material terms of the Credit Agreement in effect during the fiscal quarter (but prior to Amendment No. 8 discussed below) include the following: (i) a revolving line of credit with a stated Maximum Revolving Advance Amount that is subject to a borrowing base limitation and generally provides for advances of up to 85% of eligible accounts receivable, plus a percentage equal to the lesser of 60% of the value of eligible inventory or 85% of the liquidation value of eligible inventory, plus $10.0 million from January through June of each year, minus undrawn amounts of letters of credit and reserves; (ii) inventory sublimit of $35.0 million and assemble-to-ship ("ATS") inventory sublimit of $15.0 million during the months of May through August; and (iii) an equipment loan of $2.0 million. The Credit Agreement is secured by substantially all of the Borrowers’ personal property and certain of the Borrowers’ real property. The Credit Agreement is subject to certain prepayment penalties upon early termination. Prior to the maturity date, principal amounts outstanding under the Credit Agreement may be repaid and reborrowed at the option of the Borrowers without premium or penalty, subject to borrowing base limitations, seasonal adjustments and certain other conditions, including reduced borrowings under the revolving line to less than or equal to $10.0 million for a period of 30 consecutive days during the fourth quarter of each fiscal year. The Credit Agreement also contains certain financial covenants, including covenants requiring a minimum FCCR and limits on capital expenditures. The Company was in compliance with its debt covenants as of July 31, 2026.

The Company's revolving line of credit with PNC is structured to provide seasonal credit availability during the Company's peak summer season. Approximately $57.0 million was available for borrowing as of July 31, 2026. The interest rate is determined as a sum of the applicable margin rate, which is 3.00% from January through July and 2.50% from August through December, plus the Secured Overnight Financing Rate ("SOFR"). The interest rate at July 31, 2026 was 8.25%. The Company incurred a fee on the unused portion of the revolving line of credit at a rate of 0.25%. The Company did not have an outstanding balance under the Credit Agreement as of July 31, 2026.

Subsequent to the quarter ended July 31, 2026, the Company entered into Amendment No. 8 to the Credit Agreement with PNC, which amended the Credit Agreement to reflect the following material changes effective as of September 3, 2026:

•The maximum revolving advance amount under the Credit Agreement was changed to $40.0 million, replacing a schedule of maximum amounts that varied by calendar month. The Company may also request increases to the maximum revolving advance amount up to a cap of $60.0 million in minimum increments of $5.0 million, subject to lender consent and customary conditions.
•The term of the Credit Agreement was extended from April 15, 2027 to September 3, 2031.
•The receivables advance rate was increased from 85% to 90% of "Eligible Receivables" (as defined in the Credit Agreement).
•A new equipment loan sublimit of up to $3.0 million was added for equipment purchases, advanced at 85% of net invoice cost for new equipment or 80% for used equipment.
•The required minimum FCCR was reduced from 1.10 to 1.00, and the requirement was changed to a springing covenant tested only if excess availability falls below 17.5% of the maximum revolving advance amount or during an event of default.
•The financial test for restricted payments (dividends/share repurchases) was modified to require both 30-day and pro forma excess availability to exceed 25%, or such targets are reduced to 17.5% if the Company maintains a pro forma FCCR of 1.05 to 1.00. The aggregate limit on restricted payments remains unchanged at $8.0 million during any fiscal year.

In connection with this amendment, the Company incurred fees totaling $60,000 which will be capitalized as deferred financing costs included in other assets on the next quarter's unaudited condensed consolidated balance sheets.

The Company also carries a mortgage on a manufacturing building in Conway, Arkansas. The original note was dated August 2017 with a principal balance of $5.8 million, at a fixed rate of 4.0% per year and 20-year term. The outstanding amount under this note was approximately $3.7 million as of July 31, 2026.

Management believes that the carrying value of debt approximated its fair value at July 31, 2026.