What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-12 compared with 2023-04-28 · 75 added, 60 removed, 360 unchanged (27% of the section changed)

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The Company employs interior designers, CAD layout specialists, and project management specialists to support its direct sales force.

These resources utilize proprietary PlanSCAPE® software which enables our selling and service professionals to provide project management from design and layout to full-service classroom delivery and set up.

The Company manufactures a wide assortment of products, including mobile tables, mobile storage equipment, student and teacher desks, technology tables, chairs, activity tables, folding chairs and

folding tables.

Virco has worked with accomplished designers - such as Peter Glass and Bob Mills - to develop additional products for contemporary applications.

The Company manufactures a wide assortment of products offering the breadth and depth to furnish all areas of a campus, including mobile tables, mobile storage equipment, student and teacher desks, technology tables, 4-leg and mobile chairs and stools, activity tables, folding chairs and folding tables.

Virco has worked with accomplished designers - such as Peter Glass and Bob Mills - to develop additional products for contemporary

applications.

These include the best-selling ZUMA Series;

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Because the product needs and preferences of our customers continue to evolve - and in response to competitive furniture and equipment offerings from domestic and offshore suppliers - Virco maintains an active new product development program.

We've worked with accomplished designers - such as Peter Glass and Bob Mills - to introduce exciting furniture and equipment solutions for contemporary applications.

We have worked with accomplished designers - such as Peter Glass and Bob Mills - to introduce exciting furniture and equipment solutions for contemporary applications.

In addition to new product programs, our domestic factories allow the Company to respond to custom requests or modifications to existing product offerings made by our customers.

Often these custom requests are incorporated into our product offering for all customers.

Over the past few years, Virco has continued to leverage our most popular classroom products while also launching new products.

Over the past few years, Virco has continued to leverage our most popular classroom products while also launching new products and expanding popular product lines and continuing to support customers with nearly endless options for color and finish customization.

Many of today’s modern classrooms are focusing on creating more dynamic, active, and flexible environments for their 21st Century learners.

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The Floor Rocker (available in Analogy, Sage, and ZUMA styles) provides a safe, durable, and ergonomic option for floor seating.

The Choose to Move (" C2M") 4-Leg Chair won the EDspaces Innovation in Seating Award and offers an empowering new twist on flexible seating with a patent-pending mode selector that allows the same chair to easily transform from fixed to active seating.

The Choose to Move ("C2M") 4-Leg Chair, winner of the EDspaces Innovation in Seating Award and the A4LE LearningSCAPES Industry Partner Award, offers an empowering new twist on flexible seating with a patented mode selector that allows the same chair to easily transform from fixed to active seating.

Like the C2M chair, the R2M Mobile Task Chair offers movement in all directions - front-to-back and side-to-side - as well as the mobility and adjustability of a task chair.

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Available in 3 styles - including Rectangle, Wedge, and Corner – along with multiple storage accessories, these mobile workstations open the classroom to new possibilities.

Virco’s 4000 and 5000 Series collaborative activity tables continue to fill the need for active, flexible spaces now offering expanded shapes and sizes as well as a Floor Table Conversion Kit for the 4000 Series tables.

Virco’s 4000 and 5000 Series collaborative activity tables continue to fill the need for active, flexible spaces now offering expanded shapes, sizes and adjustable heights as well as a Floor Table Conversion Kit for the 4000 Series tables.

The floor table provides a solution for allowing students to select flexible seating, including having a stable surface while sitting low to the ground.

The 5000 Series also now includes stand-up height options to meet the need of more flexibility and choice in today’s classrooms.

Our robust finish options include a broad selection of laminates, edge banding and frame choices to fit the needs of every classroom aesthetic.

Understanding that collaboration and engagement take place beyond the walls of a classroom, Virco introduced the Plateau Series Media Tables.

With collaborative environments in mind, these tables were designed to bring groups of people together in schools and the workplace.

Featuring a TV mount for screens and built-in USB and Power Ports, students and colleagues

can easily exchange ideas and share content.

Featuring a TV mount for screens and built-in USB and Power Ports, students and colleagues can

easily exchange ideas and share content.

The Plateau Series was also expanded to include more popular shapes and additional leg options including stand-up, low legs, and casters to broaden height ranges and mobility.

Our newest collection, the Topaz Series TM , was designed by Peter Glass and Bob Mills with teachers in mind.

Our newest collection, the Topaz Series®, was designed by Peter Glass and Bob Mills with teachers in mind.

Combining sleek design with intelligent functionality to support modern learning environments, the collection offers a full classroom line that includes a teacher desk and accessory table, classroom cart, mobile bookcases, mobile storage, and two new sit-to-stand workstations ideal for both teachers and students.

As of January 31, 2024, the Company employed approximately 780 full-time employees, 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.

Subsequent to the dot com bust in 2003 and again following the recession in 2008-2009, due to budgetary constraints, many schools reduced or eliminated central warehouses, janitorial services, and professional purchasing functions.

Subsequent to the dot com bust in early 2000 and again following the recession in 2008-2009, due to budgetary constraints, many schools reduced or eliminated central warehouses, janitorial services, and professional purchasing functions.

As a result, fewer school districts now administer their own bids, and are more likely to use regional, state, or national contracts.

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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 Freight On Board ("FOB") Factory, customers can purchase furniture for delivery to warehouses and school sites and can also purchase full-service furniture delivery that includes the delivery of the furniture in classrooms.

Now, in addition to buying furniture Freight On Board ("FOB") Factory for export and sales to resellers, customers can purchase furniture for delivery to warehouses and school sites and can also purchase full-service furniture delivery that includes the delivery 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 ("FF&E") needs in our educational market.

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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 places of worship.

Virco representatives call directly upon state and local governments,

convention centers, individual hospitality venues, and places of worship.

This market includes colleges and universities, preschools, private schools, and office training facilities, which typically purchase furniture through commercial channels.

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Risk Factors:

The majority 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 64% of sales in fiscal 2023 and 69% of sales in fiscal 2022.

We have had a history of contracts with the purchasing organization and was most recently awarded in fiscal 2018, a five-year contract with this organization that extends through December 2022, with two-year extensions at the sole discretion of the purchasing organization extending through 2026 if both options are exercised.

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Sales of furniture that are sold FOB factory are typically made to resellers of our product who in turn provide logistics and service to the ultimate customer.

More than 90% of the Company’s freight is supplied by third-party carriers.

Nearly all of the Company’s out-bound freight is supplied by third-party carriers.

Utilizing third-party carriers is an effective method of addressing the significant seasonal peak in summer and moderating excess capacity issues in the slow season.

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furniture manufacturers closed their domestic manufacturing facilities and began importing increasing quantities of furniture from international sources.

The Company’s primary competition evolved from manufacturers of furniture to importers and distributers of furniture.

The Company’s primary competition evolved from manufacturers of furniture to importers and distributors of furniture.

During this same period, Virco elected to significantly reduce its work force, but retain its domestic factory locations.

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The Company has effectively used product selection, color selection, and dependable execution of delivery to customers to enhance its market position.

With increasing costs from international sources, supply chain disruptions, and increasing freight costs, our factories are cost-competitive for bulky educational furniture and equipment items.

With increasing costs from international sources, supply chain disruptions, and increasing freight costs, our factories are cost-competitive for bulky educational furniture and equipment items, and typically provide superior delivery during the peak summer delivery season.

The Company's ATS strategy allows for low-cube component parts to be sourced globally, with fabrication of bulky welded steel frames, wood tops, and larger molded-plastic components to be performed locally.

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In fiscal 2022, the seasonal peak was distorted due to severe supply chain interruptions, labor shortages, and COVID-19 related employee absences and the Company delivered less than 40% of sales during June, July, and August.

In fiscal 2023, the Company started to return to the traditional seasonality and delivered approximately 47% of annual sales in June, July, and August.

In fiscal 2021, approximately 52% of the Company's total sales were delivered in June, July, and August.

The Company anticipates that the traditional seasonal peak will return when COVID-19 and global supply chain disruptions normalize.

In fiscal 2023, the Company started to return to the traditional

seasonality and delivered approximately 47% of annual sales in June, July, and August.

In fiscal 2024, the Company continues to return to the traditional seasonality and delivered approximately 49% of annual sales in June, July, and August.

Shipments of furniture during peak weeks in July and August can be six times greater than in the seasonally slow winter months.

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SEATING - Virco offers a full line of classroom seating in a variety of price points providing high value and quality across all types of seating, from traditional to modern solutions.

The ergonomically supportive ZUMA® line designed by Peter Glass and Bob Mills was launched in 2004 and continues to be the top-seller.

The ergonomically supportive ZUMA® line designed by Peter Glass and Bob Mills has been a top seller since its launch.

In addition to fixed-height 4-leg chairs, the ZUMA line includes cantilever chairs;

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steel-frame rockers and floor rockers.

Virco has continued to innovate around its line of healthy movement furniture with the Room to Move ("R2M") collection of flexible seating that take movement and choice to a new level.

Virco continues to innovate around its line of healthy movement furniture with the Room to Move ("R2M") collection of flexible seating that take movement and choice to a new level.

The R2M Collection is based on the idea that today’s classrooms are active, dynamic places where students are often given room to move – empowering them with choices of where to sit, how to sit and even when to sit.

The Floor Rocker provides a safe, durable and ergonomic option for floor seating.

The Choose to Move ("C2M") 4-leg Chair, winner of the EDspaces Innovation in Seating Award, offers an empowering new twist on flexible seating with a mode selector that allows the same chair to easily transform from fixed to active seating.

The Choose to Move ("C2M") 4-leg Chair, winner of the EDspaces Innovation in Seating Award and the A4LE LearningSCAPES Industry Partner Award, offers an empowering new twist on flexible seating with a mode selector that allows the same chair to easily transform from fixed to active seating.

Like the C2M Chair, the R2M Mobile Task Chair offers movement in all directions – front-to-back and side-to-side – as well as the mobility and adjustability of a task Chair.

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Sage™ line, originally designed to serve students in college, university, and other adult education settings - and on high school campuses - now offers a 13” and a 15” 4-leg chair and a corresponding pair of cantilever chairs for younger or smaller students;

there's also a selection of Sage rockers and floor rockers for K-12 applications and several tablet arm units.

there is also a selection of Sage rockers and floor rockers for K-12 applications and several tablet arm units.

Selected adult-height Sage models can be ordered with a padded, upholstered seat.

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Our 4000 and 5000 Series Activity Tables provide a broad range of shapes, sizes, and heights ideal for collaborative learning .

Virco’s TEXT® table collection for learning

environments - designed by Peter Glass and Bob Mills- features heavy-gauge tubular steel and proven Virco construction for extended product life, and elliptical legs, swooping yokes and arched feet for exceptional elegance.

Virco’s TEXT® table collection for learning environments - designed by Peter Glass and Bob Mills- features 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.

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From classrooms to open-office spaces, the Tetra is simple enough to serve as an everyday workstation but can be customized to suit the needs of a fast-paced media lab or seminar training room.

Lunada® tables, combining Virco's popular Lunada bi-point bases with a selection of 20 top sizes, make great choices for seminar, conference, and related settings.

Lunada® tables, combining Virco's popular Lunada bi-point bases with a selection of 20 top sizes, 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.

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Designed with teachers in mind, the Topaz Series Teacher Desks combine sleek design with intelligent functionality to support modern learning environments.

The Topaz Series Teacher Desk is the anchor of the collection and is offered with single or double-pedestals and features generous storage as well as integrated wire management to conveniently keep wires out of the way for a clutter free workspace.

A multi-functional smart drawer provides lockable storage, built-in power and USB ports for worry-free charging of digital devices.

The unique tip-out drawer allows teachers to easily access mobile phones – all while being able to keep devices plugged in.

With a seamless nesting design, the Accessory Table is a versatile companion to the Teacher Desk.

It creates additional workspace for grading work, or easily transforms the space for one-on-one collaboration with students.

Designed for multiple teaching styles, the Topaz Series Sit-to-Stand Workstations feature an easy-to-use pneumatic height adjustment and enables easily transition from seated, focused work to standing classroom instruction and everything else in-between.

ADMINISTRATIVE OFFICE FURNITURE - In addition to the Plateau® Office Solutions, Parameter®, and Textameter™ product lines, Virco manufactures a selection of desks, returns, bookcases and other items that employ the Company's flat metal forming capabilities.

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Other products range from 53 Series wardrobe tower cabinets and Parameter file credenzas to Parameter mobile pedestals and Plateau bookcases in popular 36” wide and 48” wide models that work in classroom settings and related educational environments as well as 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.

LABORATORY FURNITURE - For biology and chemistry classes, and other school- and college-based lab settings, Virco offers a variety of wood and steel-based science tables.

Virco manufactures the table bases of these items and equips them with specialty Chemsurf® and epoxy resin tops.

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additional mobile cabinet models with a magnetic marker back are available.

ADA compliant Mobile Bench & Stool

Tables were also introduced to the Virco line of mobile products to expand on our wheelchair accessible solutions.

ADA compliant Mobile Bench & Stool Tables were also introduced to the Virco line of mobile products to expand on our wheelchair accessible solutions.

An array of Virco product lines includes mobile chairs for school settings and offices.

Topaz Series Classroom Carts conveniently store, organize and transport all essentials for teachers and students alike.

The Topaz Series Mobile Storage Solutions and Mobile Bookcases offer a variety of options for flexible and convenient storage for the classroom and beyond.

STORAGE EQUIPMENT - For moving selected Virco chairs and folding tables, the Company carries a wide range of handling and storage equipment.

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The Company will sell furniture to dealers, distributors, and other resellers on FOB factory terms where the reseller provides service to the customer.

In the United States there are approximately 55,000,000 students along with approximately 7,000,000 teachers and support staff that can utilize Virco’s product offering.

In the United States there are approximately 55 million students along with approximately 7 million teachers and support staff that can utilize Virco’s product offering.

Virco's major customers include public and private educational institutions, charter schools, convention centers and arenas, hospitality providers, government facilities, and places of worship.

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Historically the Company has experienced years where the price of steel, plastic, and wood have spiked significantly, often because of global demand or tariffs on international supply but also in response to domestic supply interruptions.

In fiscal 2023, the cost of commodities remained volatile, but the volatility dampened noticeably compared to fiscal 2022.

Some commodities decreased in cost, but others increased, resulting in a net modest increase in costs.

In fiscal 2022, the cost of commodities was extremely volatile and unfavorably impacted the results of operations.

The cost of steel nearly tripled, and the cost of plastic doubled.

Other material costs increased, but not as severely.

In fiscal 2024, the cost of commodities was relatively stable.

In fiscal 2023, the cost of commodities was volatile, but the volatility dampened noticeably compared to fiscal 2022.

Some commodities decreased in cost, but others increased, resulting in a net modest increase in cost.

Subsequent to fiscal year end 2024, the Company is anticipating that the global sanctions on Russia and other geopolitical challenges may impact steel, plastic and fuel-related costs.

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, primarily from China, and certain components from domestic suppliers.

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 classified as raw materials in the consolidated 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.

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Cost for ocean freight moderated during fiscal 2023, and by the end of the year had returned to more normal levels.

While we currently don’t believe there will be a recurrence of material supply chain disruptions, our suppliers in China may experience material disruptions in the future, whether due to COVID-19 or otherwise.

In addition, our domestic suppliers of components, services and consumables used in the manufacturing process have been disrupted due to COVID-19 and may continue to be disrupted, which could result in a slowdown of our manufacturing processes and result in increased costs to us.

With respect to the Company's annual pricing contracts (or those contracts that have longer terms), the Company may have limited ability to increase prices during the term of the contract.

Cost and availability of ocean freight was stable during 2024.

While we currently do not believe there will be a recurrence of material supply chain disruptions, our suppliers in China may experience material disruptions in the future, whether due to COVID-19 or otherwise.

With respect to the Company's annual pricing contracts (or those contracts that have longer terms), the Company may have a limited ability to increase prices during the term of the contract.

The Company has, however, negotiated increased flexibility under many of these contracts, allowing the Company to increase prices on future orders.

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In fiscal 2023, the Company started to return to the traditional seasonality and delivered approximately 47% of annual sales in June, July, and August.

In 2024 the Company continued to the traditional seasonality and delivered approximately 49% of annual sales in June, July, and August.

Working Capital Requirements During Our “Peak” Summer Season

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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.

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.

As a result of the seasonality of our business, our manufacturing and distribution capacity is dictated by the capacity requirement during the months of June, July, and August.

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Our manufacturing facility capacity utilization generally remains less than 100% during these off-season months;

because physical structure capacity cannot be adjusted as readily as personnel capacity, we have secured sufficient physical structure capacity to accommodate our current needs, as well as for anticipated future growth.

because physical structure capacity cannot be

adjusted as readily as personnel capacity, we have secured sufficient physical structure capacity to accommodate our current needs, as well as for anticipated future growth.

Our physical structure utilization is significantly lower during the first and fourth quarters of each year than it is during the second and third quarters.

The Company utilizes a comparable strategy to address warehousing and distribution requirements.

During summer months, temporary labor is hired to supplement experienced warehouse and distribution personnel.

During summer months, temporary labor and third party contractor are hired to supplement experienced warehouse, distribution and service personnel.

More than 90% of the Company's freight is provided by third-party carriers.

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Moreover, management continually strives to improve its ability to correctly forecast the requirements of the Company's business during the peak season each year, based in part on annual contracts, which are in place and management's experience with respect to the market.

As part of Virco's efforts to balance seasonality, financial performance, and quality without sacrificing service or market share, management has been refining the Company's Assemble-to-Shi p ("ATS") operating model.

As part of Virco's efforts to balance seasonality, financial performance, and quality without sacrificing service or market share, management has been refining the Company's ATS operating model.

ATS is Virco's version of mass-customization, which assembles standardized, stocked components into customized configurations before shipment.

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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 Artcobell, KI Inc., Steel Case, Smith System (owned by Steelcase), V/S America, Scholarcraft, Academia, Alumni, Columbia, Moore Co., Paragon, SICO, Learniture (owned by School Outfitters) and Hon ("HNI").

Our competitors that purchase and re-sell furniture include School Outfitters, School Specialty ("SCHS"), MeTEOR (formerly Contrax), and Hertz.

The manufacturers that Virco competes with include Artcobell, KI Inc., Steelcase, Smith System (owned by Steelcase), V/S America, Scholarcraft, Academia, Alumni, Columbia, Moore Co., Paragon, SICO, Learniture (owned by School Outfitters) and Hon ("HNI").

Our competitors that purchase and re-sell furniture include School Outfitters, School Specialty ("SCHS"), MeTEOR (formerly Contrax), Kay-Twelve, and Hertz.

There are numerous catalogers, internet resellers, and smaller local education furniture dealers that sell into local markets.

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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 Virco's

products and product assortment, the convenience of one-stop shopping for “Equipment for Educators™”, the value of Virco's project management capabilities, the value of Virco's distribution and delivery capabilities, and the value of Virco's customer support capabilities, and other intangibles.

Management compensates for this market characteristic through a combination of methods that include emphasizing the value of Virco's products and product assortment, the convenience of one-stop shopping for “Equipment for Educators™”, the value of Virco's project management capabilities, the value of Virco's distribution and delivery capabilities, and the value of Virco's 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.

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Sales order backlog at January 31, 2024 totaled approximately $48.5 million.

The sales order backlog was markedly higher at January 31, 2023, compared to the same date in prior years due in large part to a significant number of orders received in January 2023 for delivery in the Company’s second quarter ending July 31, 2023.

Sales order backlog at January 31, 2023, totaled approximately $58.6 million.

Order backlog at January 31, 2022 was greater than normal due in part to supply chain disruptions that occurred during fiscal 2022.

The average order backlog as of January 31 for the prior five fiscal years was approximately $18.8 million.

The sales order backlog was higher at January 31, 2023 due in large part to a significant number of orders received in January 2023 for delivery in the Company’s second quarter ended July 31, 2023.

Substantially all of the 2023 backlog shipped in 2024.

Substantially all of the current backlog is expected to ship during the fiscal year ending January 31, 2025.

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In the last 15 years, the United States Patent and Trademark Office (“USPTO”) has issued to Virco more than 29 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.

These patents cover various design and utility features in the ZUMA®, PARAMETER®, TOPAZ®, and TEXT® product families.

These patents also cover the design and utility features in the new dynamic healthy movement products such as rocking chairs, floor rockers, and collaborative learning table shapes.

Virco has a number of other design and utility patents in the United States and other countries that provide protection for Virco's intellectual property as well.

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Human Capital Resources

As of January 31, 2023, Virco and its subsidiaries employed approximately 800 full-time employees across our facilities.

Of this number, approximately 630 are involved in manufacturing and distribution, approximately 110 in sales and marketing and approximately 60 in administration.

As of January 31, 2024, Virco and its subsidiaries employed 776 full-time employees across our facilities.

Of this number, 604 are involved in manufacturing and distribution, 112 in sales and marketing and 60 in administration.

None of our employees are unionized or represented by collective bargaining agreements.

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We believe we offer fair, competitive compensation and benefits that support our employees’ overall well-being and foster their growth and development.

To ensure alignment with our short-term and long-term goals, our compensation programs for

employees include base pay, short-term incentives, and opportunities for long-term incentives.

To ensure alignment with our short-term and long-term goals, our compensation programs for employees include base pay, short-term incentives, and opportunities for long-term incentives.

We offer a wide array of benefits including comprehensive health and welfare insurance;

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Moreover, Virco has enacted policies for recycling and resource recovery that have earned repeated commendations, including:

recognition by the California Department of Resources Recycling and Recovery ("CalRecycle") in 2012 and 2011 as a Waste Reduction Awards Program (WRAP) honoree;

recognition by the California Department of Resources Recycling and Recovery

("CalRecycle") in 2012 and 2011 as a Waste Reduction Awards Program (“WRAP”) honoree;

recognition by the United States Environmental Protection Agency in 2019 as a WasteWise Winner for reducing waste, in 2004 as a WasteWise Hall of Fame Charter Member, in 2003 as a WasteWise Partner of the Year, and in 2002 as a WasteWise Program Champion for Large Businesses;

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Name Office Age at

January 31, 2023 Has Held

January 31, 2024

Virtue (1) Chairman of the Board and Chief Executive Officer 91 1990

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Dose (3) Senior Vice President of Finance, Chief Financial Officer and Secretary and Treasurer 67 1995

Scott Bell (4) Senior Vice President – Chief Operating Officer 67 2004

Patricia Quinones (5) Senior Vice President – Chief Administrative Officer 60 2004

Bassey Yau (6) Senior Vice President - Corporate Controller, Assistant Secretary and Assistant Treasurer 65 2004

________________________

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has been employed by the Company for 33 years and has served as the Corporate Controller, and currently as Senior Vice President of Finance, Chief Financial Officer and Secretary and Treasurer.

(4) Appointed in 2004;

has been employed by the Company for 34 years and has served in a variety of manufacturing, safety, and environmental positions, Vice President - General Manager, Conway Division, and currently as Chief Operating Officer.

(5) Appointed in 2004;

has been employed by the Company for 31 years in a variety customer and marketing service positions, Vice President of Logistics, Marketing Services and Information Technology and currently as Chief Administrative Officer.

(6) Appointed in 2004;

has been employed by the Company for 26 years and has served as Corporate Controller, and currently as Vice President Accounting, Corporate Controller, Assistant Secretary and Assistant Treasurer.

None of the Company’s executive officers have written employment contracts.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business