0000751365 FALSE 0000751365 2024-04-01 2024-04-01
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: April 1, 2024
VIRCO MFG. CORPORATION
(Exact name of registrant as specified in its 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(s) |  | Name of each exchange on which registered
Common Stock, $0.01 par value per share |  | VIRC |  | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant 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 registrant 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 |
Item 9.01 - Financial Statements and Exhibits |
SIGNATURES |

Item 7.01 Regulation FD Disclosure.
On April 1, 2024, Virco Mfg. Corporation (“Virco”) issued a press release announcing an update of its investor presentation, highlighting the Company’s strong recovery following pandemic-related school closures. A copy of the press release is attached hereto furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The update of the investor presentation includes preliminary, unaudited top-line results for the Company’s Fiscal Year Ended January 31, 2024. Included in these figures is Management’s preferred forward-looking indicator of business velocity: “Shipments plus Backlog,” a non-GAAP measure of actual year-to-date shipments plus the unshipped backlog of orders for the upcoming delivery season. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The press release and investor presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibits 99.1and 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
The statements in this Current Report on Form 8-K, and in Exhibit 99.1 and Exhibit 99.2 hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and beliefs about future events or circumstances, and investors 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 the Company’s control and difficult to forecast. These factors may cause actual results to differ materially from those that are anticipated. See the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other reports and material that it files with the Securities and Exchange Commission for a further description of these and other risks and uncertainties. The Company assumes no, and hereby disclaims any, obligation to update any forward-looking statements, but reserves the right to make such updates from time to time without the need for specific reference to this Form 8-K or the presentation furnished as Exhibit 99.1 hereto. 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 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. |  | Description
99.1 |  | Press Release Dated April 1, 2024, 2024
99.2 |  | Virco Investor Presentation, dated April 1, 2024

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 hereunto duly authorized.

| VIRCO MFG. CORPORATION (Registrant)
Date: April 1, 2024 | /s/ Robert A. Virtue
| (Signature) |  |
| Name: |  | Robert A. Virtue
| Title: |  | Chief Executive Officer and Chairman of the Board of Directors