SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 FORM 10-Q For Quarter Ended October 31, 2001 Commission File Number 1-8777 VIRCO MFG. CORPORATION ---------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 95-1613718 ------------------------------------ ------------------ (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 2027 Harpers Way, Torrance, CA 90501 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 533-0474 No change - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of each of the issuer's classes of common stock, as of November 16, 2001. Common Stock 12,285,569 Shares* * Adjusted for 10% stock dividend declared August 21, 2001, date of record September 6, 2001, payable September 28, 2001. VIRCO MFG. CORPORATION INDEX Part I. Financial Information Item 1. Financial Statements (unaudited) Condensed consolidated balance sheets - October 31, 2001 and January 31, 2001 Condensed consolidated statements of income - Three months ended October 31, 2001 and 2000 Condensed consolidated statements of income -- Nine months ended October 31, 2001 and 2000 Condensed consolidated statements of cash flows - Nine months ended October 31, 2001 and 2000 Notes to condensed consolidated financial statements -- October 31, 2001 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risk Part II. Other Information Item 4. Submission of matters to a vote of Security Holders Item 6. Exhibits and Reports on Form 8-K Exhibit (11) - Statement re: Computation of Earnings Per Share Signatures 2 PART I Item 1. Financial Statements VIRCO MFG. CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (Note 1) (Dollar amounts in thousands, except per share data) ASSETS 10/31/2001 1/31/2001 ------ ---------- --------- Current assets Cash $ 388 $ 351 Accounts and notes receivable 36,305 25,345 Less allowance for doubtful accounts (557) (200) --------- --------- Net accounts and notes receivable 35,748 25,145 Inventories (Note 2) Finished goods 16,514 27,009 Work in process 9,702 14,442 Raw materials and supplies 13,163 16,588 --------- --------- Total inventories 39,379 58,039 Income taxes receivable -- 2,508 Prepaid expenses and deferred income tax 2,472 2,930 --------- --------- Total current assets 77,987 88,973 Property, plant & equipment Cost 154,372 153,504 Less accumulated depreciation (68,738) (58,859) --------- --------- Net property, plant & equipment 85,634 94,645 Other assets 14,783 15,931 --------- --------- Total assets $ 178,404 $ 199,549 ========= ========= See notes to condensed consolidated financial statements. 3 VIRCO MFG. CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (Note 1) (Dollar amounts in thousands, except per share data) LIABILITIES AND STOCKHOLDERS' EQUITY 10/31/2001 1/31/2001 ------------------------------------ ---------- --------- Current liabilities Checks released but not yet cleared bank $ 2,373 $ 2,216 Accounts payable 9,167 13,930 Accrued compensation and employee benefits 8,813 10,775 Current maturities on long-term debt 12,101 12,101 Income tax payable 546 -- Other current liabilities 4,135 6,778 --------- --------- Total current liabilities 37,135 45,800 Non-current liabilities Long term debt (less current portion) 26,627 43,741 Other non-current liabilities 13,865 11,334 --------- --------- Total non-current liabilities 40,492 55,075 Deferred income taxes 4,533 4,533 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; 13,165,498 issued at 10/31/2001 and 12,032,233 shares issued at 1/31/2001 131 120 Additional paid-in capital 109,625 97,656 Retained earnings 2,629 10,645 Less treasury stock at cost, 879,929 shares at 10/31/2001 and 749,246 shares at 1/31/2001 (13,348) (12,009) Less unearned ESOP shares (400) (696) Less accumulated comprehensive loss (2,393) (1,575) --------- --------- Total stockholders' equity 96,244 94,141 --------- --------- Total liabilities and stockholders' equity $ 178,404 $ 199,549 ========= ========= See notes to condensed consolidated financial statements. 4 VIRCO MFG. CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME Unaudited (Note 1) (Dollar amounts in thousands, except per share data) Three Months Ended ------------------------ 10/31/2001 10/31/2000 ---------- ---------- Restated (Note 1) Net sales $ 86,232 $ 99,016 Cost of goods sold 57,641 69,423 -------- -------- Gross profit 28,591 29,593 Selling, general and administrative and other 21,062 24,434 Interest expense 1,116 1,491 Other income -- (4,052) -------- -------- 22,178 21,873 Income before income taxes 6,413 7,720 Income taxes 2,501 3,007 -------- -------- Net income $ 3,912 $ 4,713 ======== ======== Earnings per share $ .32 $ .38 Earnings per share -- assuming dilution $ .32 $ .37 Weighted average share outstanding (a) 12,209 12,468 Weighted average share outstanding -- assuming dilution (a) 12,341 12,635 Dividend per share Cash (a) $ .02 $ .02 Stock 10% 10% (a) Adjusted for 10% stock dividend declared August 21, 2001. See notes to condensed consolidated financial statements. 5 VIRCO MFG. CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME Unaudited (Note 1) (Dollar amounts in thousands, except per share data) Nine Months Ended ------------------------- 10/31/2001 10/31/2000 ---------- ---------- Restated (Note 1) Net sales $ 217,882 $ 242,026 Cost of goods sold 149,459 166,184 --------- --------- Gross profit 68,423 75,842 Selling, general and administrative and other 57,164 64,579 Interest expense 3,572 4,257 Loss (Gain) on sale of fixed assets 86 (7,945) Other income -- (4,052) --------- --------- 60,822 56,839 Income before income taxes and cumulative effect of accounting 7,601 19,003 change Income taxes 2,964 7,411 --------- --------- Income before cumulative effect of accounting change 4,637 11,592 Cumulative effect of accounting change -- (297) --------- --------- Net income $ 4,637 $ 11,295 ========= ========= Amounts per common share -- basic (a) Income before cumulative effect of accounting change $ .38 $ .92 Cumulative effect of accounting change -- (.02) --------- --------- Net income $ .38 $ .90 ========= ========= Amounts per common share -- assuming dilution (a) Income before cumulative effect of accounting change $ .37 $ .92 Cumulative effect of accounting change -- (.02) --------- --------- Net income $ .37 $ .90 ========= ========= Weighted average share outstanding (a) 12,302 12,497 Weighted average share outstanding -- assuming dilution (a) 12,429 12,651 Dividend per share (a) Cash $ .06 $ .06 Stock 10% 10% (a) Adjusted for 10% stock dividend declared August 21, 2001. See notes to condensed consolidated financial statements. 6 VIRCO MFG. CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (Note 1) (Dollar amounts in thousands) Nine Months Ended ------------------------ 10/31/2001 10/31/2000 ---------- ---------- Cash flows from operating activities Net income $ 4,637 $ 11,295 Adjustments to reconcile net income to net cash used in operating activities: Cumulative effect of accounting change -- 297 Depreciation 11,789 9,838 Provision for doubtful accounts 387 217 Loss (Gain) on sale of fixed assets 86 (7,945) Change in assets and liabilities: Accounts and notes receivable (10,990) (17,331) Inventories 18,660 5,604 Prepaid expenses and deposits 1,004 609 Income taxes receivable/payable 3,054 4,028 Accounts payable and accrued expenses (6,889) (6,613) -------- -------- Net cash provided by (used in) operating activities 21,738 (1) Cash flows from investing activities Capital expenditures (3,434) (18,331) Proceeds from sale of assets 570 10,130 Net investment in life insurance (7) (14) -------- -------- Net cash used in investing activities (2,871) (8,215) Cash flows from financing activities Issuance of long-term debt -- 10,252 Repayment of long-term debt (17,114) (1,517) Payment of cash dividend (696) (608) Purchase of treasury stock (1,327) (433) Issuance of common stock 11 12 Repayment (Issuance) of ESOP loans 296 (203) -------- -------- Net cash (used in) provided by financing activities (18,830) 7,503 Net change in cash 37 (713) Cash at beginning of period 351 1,072 -------- -------- Cash at end of period $ 388 $ 359 ======== ======== See notes to condensed consolidated financial statements 7 VIRCO MFG. CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 31, 2001 and October 31, 2000 Note 1: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended October 31, 2001 are not necessarily indicative of the results that may be expected for the year ending January 31, 2002. The balance sheet at January 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended January 31, 2001. During the fourth quarter of fiscal year 2000, the Company changed its method of accounting for revenue recognition in accordance with Staff Accounting Bulletin No. 101, "Revenue Recognition in the 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 and accordingly, the quarterly information for the first quarter of 2000, which had previously been reported, has been restated. Additionally, net sales and gross profit have been adjusted to reflect reclassifications to conform to the presentation required by EITF 00-10, "Accounting for Shipping and Handling Fees and Costs," which the Company also adopted during the fourth quarter of fiscal year 2000. Note 2. Inventory Year-end financial statements reflect inventories verified by physical counts with the material content valued by the LIFO method. At this interim date, there has been no physical verification of inventory quantities. Cost of sales is recorded at current cost. The effect of penetrating LIFO layers is not recorded at interim dates unless the reduction in inventory is expected to be permanent. No such adjustment has been made for the period ended October 31, 2001. Management continually monitors production costs, material costs and inventory levels to determine that interim inventories are fairly stated. Note 3. Income Taxes 8 Income taxes for the three and nine months ended October 31, 2001 were computed using the effective tax rate estimated to be applicable for the full fiscal year, which is subject to ongoing review and evaluation by management. Note 4. Significant Accounting Policies The weighted average number of shares used in the computation of diluted net income per share were 12,341,000 and 12,635,000 for the quarter ended October 31, 2001 and October 31, 2000, respectively. The weighted average number of shares used in the computation of diluted net income per share were 12,429,000 and 12,651,000 for the nine months ended October 31, 2001 and October 31, 2000, respectively. Per share and weighted-average share amounts for the third quarter and nine months ended October 31, 2000 have been restated to reflect a `10% stock dividend payable on September 28, 2001 to stockholders of record as of September 6, 2001. Comprehensive income includes net income and minimum pension liability adjustments. Comprehensive income was $3,691,000 and $4,713,000 for the quarters ended October 31, 2001 and October 31, 2000, respectively. Comprehensive income was $3,819,000 and $11,295,000 for the nine months ended October 31, 2001 and October 31, 2000, respectively. In June 1998, the Financial Accounting Standards Board issued Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities," (SFAS 133, as amended by SFAS 138), which is required to be adopted in years beginning after June 15, 2000. The Company has adopted the new Statement effective February 1, 2001. The Statement requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value and reflected as income or expense. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against commitments through earnings or recognized in other comprehensive income until the hedge item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings. The Company enters into interest rate swap contracts to reduce its exposure to fluctuations in interest rates. At October 31, 2001, the Company had one interest rate swap contract which was accounted for as a cash flow hedge. The transition adjustment to implement SFAS 133 resulted in recording a liability and an offset to Other Comprehensive Loss which was $552,000, net of an applicable income tax benefit of $368,000 at February 1, 2001. There is no impact to current earnings due to hedge ineffectiveness. Note 5. Gain on Sale of Real Estate 9 On April 25, 2000, the Company finalized the sale of its Torrance, California, warehouse. The Company received $9,385,000 in cash and recorded $7,945,000 pre-tax gain on disposition during the quarter ended April 30, 2000. Note 6. Interest Rate Swap Contract It is the Company's policy to enter into interest rate swap contracts only to the extent necessary to reduce exposure to fluctuations in interest rates. The Company does not enter into interest rate swap contracts for speculative purposes. Interest rate swaps are contractual agreements between the Company and third parties to exchange fixed and floating interest payments periodically without the exchange of the underlying principal amounts (notional amounts). In the unlikely event that a counterparty fails to meet the terms of an interest rate swap contract, the Company's exposure is limited to the interest rate differential on the notional amount. The Company does not anticipate non-performance by the counterparty. The Company only entered into one interest rate swap contract, which matures on March 3, 2003. At October 31, 2001, the notional amount of the swap was $20,000,000 with an affixed payment rate of 7.23% and a fluctuating receiving rate based upon LIBOR. At October 31, 2001 the carrying value approximated the fair value of $1,364,000. During the quarter ended October 31, 2001, the Company recorded an additional loss amount of $221,000 (net of an applicable income tax benefit of $148,000) in other comprehensive loss in order to account for the change in fair value. The fair value of the swap is estimated on pricing models using current assumptions. Note 7. New Accounting Standards In June 2001 the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets," which supersedes Accounting Principles Board Opinion No. 17. SFAS No. 141 is effective for any business combination completed subsequent to June 30, 2001, and SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. Under SFAS No. 142, goodwill deemed to have an indefinite life will no longer be amortized and will be subjected to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. Accordingly, the Company will apply the provisions of SFAS No. 141 should it enter into any business combinations after June 30, 2001. The Company believes SFAS No. 142 will not have any effect on the Company's financial position, results of operations or cash flows. In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs, and requires such obligations and costs to be recognized at fair value in the period in which they are incurred. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after 10 June 15, 2002, although earlier application is encouraged. The Company expects to adopt SFAS No. 143 as of February 1, 2003, and has not yet determined what impact, if any, the adoption of the Statement will have on the Company's financial position and results of operations. In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and superseded SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations for a disposal of a segment of a business." FAS 144 is effective for fiscal years beginning after December 15, 2001, with earlier application encouraged. The Company expects to adopt FAS 144 as of February 1, 2002 and it does not expect that the adoption of the Statement will have a significant impact on the Company's financial position and results of operations. Note 8. Other Income In October 2000, the Company entered into a confidential settlement of a dispute involving past services related to the installation of non-manufacturing equipment for which it received a final cash payment in November 2000. This payment is a non-recurring amount unrelated to the Company's ongoing operations. In the third quarter October 31, 2000, the Company recognized $4,052,000 in other income from this settlement. 11 VIRCO MFG. CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations: For the third quarter of 2001, the Company had a net income of $3,912,000 on sales of $86,232,000 compared to a net income of $4,713,000 on sales of $99,016,000 in the same period last year. Prior year results for the quarter included other income of $4,052,000 related to the settlement of a dispute relating to non-manufacturing equipment. The settlement was a non-recurring payment unrelated to the Company's ongoing operations. Earnings were $.32 per share for the quarter ended October 31, 2001 compared to $.37 for the quarter ended October 31, 2000, after giving effect to the 10% stock dividend declared August 21, 2001. For the nine months ended October 31, 2001, the Company earned net income of $4,637,000 on sales of $217,882,000 compared to net income of $11,295,000 on sales of $242,026,000 in the same period last year. Prior year results included a pre-tax gain of $7,945,000 on the sale of real estate in addition to the $4,052,000 settlement discussed above. Earnings were $.37 per share compared to $.90 per share in the same period last year, after giving effect to the 10% stock dividend declared August 21, 2001. The third quarter and year to date results are consistent with Virco's seasonal business cycle, which produces diminished first quarter sales followed by strong second and third quarter deliveries of educational furniture. In the current year, the commercial furniture industry has suffered the worst recession in the 20 years that BIFMA has been keeping furniture industry statistics. Our commercial furniture markets have suffered from the current recession, but our sales to the publicly funded K-12 education markets have not suffered as dramatically. As a result, year to date sales are down approximately 10%, compared to an average of 16% - 20% for the entire industry. Sales for the third quarter decreased $12,784,000 compared to the same period last year. Backlog at October 31, 2001 was approximately $7,900,000 higher compared to the same time last year. Gross margin for the third quarter increased by 3% compared to the same period last year. The improvement in margin is attributable to an increase in selling prices and reductions in spending. In the prior year, the Company built a large quantity of finished goods inventory to stock during the first and second quarters in anticipation of large deliveries of furniture in the second and third quarters of 2000. The prior year sales were less than expected resulting in disappointing third and fourth quarter results as the Company cut production and incurred severance costs to reduce its workforce. For the current year, the Company has maintained a reduced cost structure, employing on average approximately 545 (20%) fewer employees during the third quarter of 2001 compared to the prior year. At November 1, 2001, the Company employed approximately 435 (16%) fewer employees than at the same date last year, reflecting a reduction in temporary summer hiring. The reduction in production hours resulted in unfavorable production variances compared to the 12 prior year, but has allowed the Company to reduce inventories compared to the prior year despite reduced levels of sales. During the third quarter, the Company continued to implement a manufacturing strategy it refers to as "Assemble to Ship". Under this strategy, the Company builds components to stock instead of building finished goods to stock. The Company then assembles the finished product as customer orders determine production quantities and color combinations. This ATS strategy has been complimented with a policy of seasonal workforce assignments. The Company has traditionally relied upon seasonal hiring to help meet peak summer shipping demands. In the current quarter, the Company paid seasonal incentives to fabrication employees who transferred to assembly and warehouse positions during the summer. This strategy played a significant role in achieving the workforce reductions referenced above. The Company believes that it can support a greater volume and variety of customer orders with a smaller investment in inventory and a smaller but more experienced permanent workforce utilizing these strategies. Selling, general and administrative expense and other for the quarter ended October 31, 2001 decreased by approximately $3,372,000 compared to the same period last year. The reduction was primarily attributable to reduced freight expense resulting from lower unit sales volume and overall reduction in spending. Interest expense decreased by $375,000 due to a lower average borrowing balance and lower interest rates for the quarter ended October 31, 2001 compared to the same period last year. The decrease in borrowings was attributable to reduced capital spending and decreased levels of inventory. In response to the continued recession affecting business activity, the Company continues to reduce spending as severely as possible without compromising its mid- and long-term ability to take advantage of market opportunities, whether they come in the form of large individual orders, a rebound in the economy, or the weakness of competitors. As part of this strategy, subsequent to the end of the third quarter, the Company further reduced spending by implementing an across the board 10% reduction in payroll. Salaried employees and executives all had their rates of pay reduced by 10%. Hourly employees had their hours reduced by 10%. In addition, the Company has established a holiday schedule which includes plant closures for the Thanksgiving, Christmas, and New Years. This reduction in payroll is intended to be temporary, with employees returning to normal rates of pay and hours as soon as business activity permits. This reduction will assist the Company in conserving cash and controlling inventory levels. Subsequent to quarter end, as part of the Company's initiative to consolidate operations, it combined what had previously been the Commercial and Educational sales groups into one field sales team. Instead of having two representatives pursuing separate customers within the same geographic territory, it will now have only one. It was increasingly clear that the needs of our commercial and educational customers were evolving towards greater similarity, and that combining its sales efforts would allow individual representatives to plow more deeply in a smaller field. The Company eliminated fourteen sales positions as part of this consolidation. It also established a tightly focused National Accounts Sales Group to pursue what the Company believe are significant opportunities with wholesalers, mail order accounts, and national chains. 13 Financial Condition: As a result of seasonally high shipments in the third quarter, accounts receivable increased by approximately $10,990,000 compared to year-end. This increase in accounts receivable was financed through the credit facility with Wells Fargo Bank. Capital spending for the nine months ended October 31, 2001 was $3,434,000 compared to $18,331,000 for the same period last year. In the prior year, the Company completed a significant investment cycle at the Conway, Arkansas manufacturing and distribution facility. With the completion of this investment, the Company intends to significantly curtail capital spending. The Company has established a goal of limiting capital spending to approximately $7,000,000 for 2001, which is approximately one-half of anticipated depreciation expense. Capital expenditures are being financed through credit facilities established with Wells Fargo Bank and operating cash flow. Beginning May 1, 2001, the credit facility with Wells Fargo Bank was expanded to $80,000,000 from $70,000,000. The maximum principal amount available under this note was reduced on September 1, 2001 and shall be reduced automatically on January 1, 2002 by the amount of $10,000,000. If cash flow permits, the Company intends to prepay a portion of the line used to finance the Conway, Arkansas expansion in the fourth quarter. At October 31, 2001, the Company has approximately $36,128,000 available under its credit facility with Wells Fargo Bank. The Company has satisfied or obtained an appropriate waiver of its debt covenants. The Company is also pursuing the sale of two other facilities no longer necessary for operations: the original factory in Los Angeles, California, which has been held as a rental property, and the former woodshop in Conway, Arkansas, which have been used as a warehouse. The combined appraised value of these properties is approximately $9,000,000. Proceeds from these sales will be used to pay down long-term debt. Net cash provided by (used in) operating activities for the nine months ended October 31, 2001 was $21,738,000 compared to ($1) for the same period last year. The increase in cash provided by operating activities was primarily due to the substantially reduced inventory level and reductions in accounts receivable. Long term debt was $26,627,000 as of October 31, 2001 compared to $43,741,000 as of January 31, 2001. In April 1998, the Board of Directors approved a stock buyback program giving authorization to buy back up to $5,000,000 of common stock. The amount authorized was subsequently increased to $14,000,000. At the December 11, 2001 meeting of the Board of Directors the amount authorized was increased to $20,000,000. As of October 31, 2001, the Company has repurchased approximately 850,000 shares at a cost of approximately $12,900,000 since the inception of this program in April 1998. The Company intends to continue buying back shares of common stock as long as the Company believes the shares are undervalued and operating cash flows and borrowing capacity under the Wells Fargo line allow. On August 21, 2001, the Company's Board of Directors authorized a 10% stock dividend payable on September 28, 2001 to stockholders of record as of September 6, 2001. In the same meeting, the Board also authorized a $0.02 per share cash dividend payable on October 31, 2001 14 to stockholders on record as of October 12, 2001. For the three months and nine months ended October 31, 2001, the Company paid $246,000 and $696,000 in cash dividends, respectively. The Company believes that cash flows from operations, together with the Company's unused borrowing capacity with Wells Fargo Bank will be sufficient to fund the Company's debt service requirements, capital expenditures and working capital needs. Forward-Looking Statements This report contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding: new business strategies, our ability to continue to control costs and inventory levels, the potential impact of ATS on earnings, market demand, pricing and seasonality. 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, that may cause actual results to differ materially from those which are anticipated. Such factors include, but are not limited to, changes in 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, customer confidence, and competition. See the Companies Annual Report on Form-10K for year ended January 31, 2001 and other materials filed with the Securities and Exchange Commission for further description of these and other risks and uncertainties applicable to the Company's 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. Item 3. Quantitative and Qualitative Disclosures about Market Risk. On February 22, 2000, the Company entered into an interest rate swap agreement with Wells Fargo Bank. The initial notional swap amount is $30,000,000 for the period February 22, 2000 through February 29, 2001. The notional swap amount then decreases to $20,000,000 until the end of the swap agreement, March 3, 2003. The swap agreement is in consideration for a fixed rate at 7.23% plus a fluctuating margin of 1.25% to 1.50%. As of October 31, 2001, the Company has borrowed $36,627,000 under its Wells Fargo credit facility, of which $20,000,000 is subject to the interest rate swap agreement as described above and the remaining contain variable interest rates. Accordingly, a 100 basis point upward fluctuation in the lender's base rate would cause the Company to incur additional interest charges of approximately $127,000 per fiscal quarter and $411,000 for the nine months ended October 31, 2001. The Company would benefit from a similar interest savings if the base rate were to fluctuate downward by a like amount. 15 PART II VIRCO MFG. CORPORATION Other Information Item 4. Submission of matters to a vote of Security Holders NONE Item 6. Exhibits and Reports on Form 8-K Exhibit (11) - Statement re: Computation of Earnings Per Share 16 VIRCO MFG. CORPORATION SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VIRCO MFG. CORPORATION Date: December 14, 2001 By: /s/ Robert E. Dose ------------------------------------ ------------------------- Robert E. Dose Vice President - Finance Date: December 14, 2001 By: /s/ Bassey Yau ------------------------------------ ---------------------- Bassey Yau Corporate Controller 18