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: December 15, 2011
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) |
Registrants 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)) |
Item 2.02 Results of Operations and Financial Condition.
On December 15, 2011, Virco Mfg. Corporation (Virco) issued a press release reporting its financial results for the third quarter ended October 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 2.02 and the exhibit attached hereto are furnished to, but not filed with, the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
Description | |
(d) Exhibit 99.1 | Press Release dated December 15, 2011. |
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: December 15, 2011 | /s/ Robert A. Virtue | |||||
(Signature) | ||||||
Name: | Robert A. Virtue | |||||
Title: | Chief Executive Officer and Chairman of the Board of Directors |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release dated December 15, 2011 |
Exhibit 99.1
FOR IMMEDIATE RELEASE | Contact: | |||
Robert A. Virtue, President and CEO | ||||
Douglas A. Virtue, Executive Vice President | ||||
Robert E. Dose, Vice President of Finance | ||||
Virco Mfg. Corporation | ||||
(310) 533-0474 |
Virco Announces Third Quarter Results
Torrance, California December 15, 2011 Virco Mfg. Corporation (NASDAQ: VIRC) today announced third quarter and year-to-date results in the following letter to stockholders from Robert A. Virtue, President and CEO:
For the three months of August through October, traditionally the tail end of our summer delivery season, revenue was $53,074,000 compared to $60,779,000 in the same period last year, a decline of 12.7%. Revenue for the nine months ended October 31, 2011 was $140,147,000 versus $158,002,000 in the corresponding period last year, a decline of 11.3%. Sales backlog at October 31, 2011 was approximately $5 million higher than the prior year.
The Companys order rates and results of operations for the first nine months of 2011 continue to be adversely impacted by economic conditions and the related impact on tax receipts and budgeted expenditures for public schools. Order rates for the first nine months of 2011 have declined by approximately 11% compared to the same period last year and have been volatile from quarter to quarter. Order rates for the first quarter of 2011 declined by nearly 22% compared to the same period last year. Order rates for the seasonally important second quarter declined by nearly 9% compared to the same period last year. Third quarter order rates stabilized and showed a slight (<1%) increase compared to the third quarter of 2010. While the stabilization of order rates is encouraging, the third quarter is traditionally a relatively slow period for order activity. We are cautiously hopeful that third quarter order activity represents a trend in the health of our markets.
As previously discussed in the second quarter press release and Form 10-Q, in September upon conclusion of the seasonally busy summer delivery window, the Company implemented several programs that are intended to return the Company to profitability at the current level of sales volume. The most impacting of these initiatives was a voluntary early retirement program that provided for early retirement and severance payments based on years of service to employees who voluntarily elected to retire. Approximately 150 employees accepted the program, the majority severing their employment in the last week of September. At the beginning of this fiscal year, the Company had approximately 1,045 employees. At October 31, 2011, after the effect of the voluntary retirement program coupled with attrition, the Company employed approximately 830 persons. The reduction in headcount is evenly split between direct labor and other positions. The Company is taking further actions to reduce costs by consolidating and re-organizing departments and scheduling unpaid furlough days during the seasonally slow periods to control inventory levels and to reduce costs. The third quarter financial results were impacted by approximately $3.9 million of expenses related to the voluntary retirement program, including accelerated pension settlement expenses of approximately $1.4 million.
Here are our results for the third quarter and the nine months ended October 31, 2011, and the comparable period last year:
Three Months Ended | Nine Months Ended | |||||||||||||||
10/31/2011 | 10/31/2010 | 10/31/2011 | 10/31/2010 | |||||||||||||
(In thousands, except share data) | ||||||||||||||||
Net sales |
$ | 53,074 | $ | 60,779 | $ | 140,147 | $ | 158,002 | ||||||||
Cost of sales |
37,033 | 43,586 | 97,446 | 111,566 | ||||||||||||
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Gross profit |
16,041 | 17,193 | 42,701 | 46,436 | ||||||||||||
Selling, general administrative & other expense |
19,165 | 17,316 | 48,422 | 48,075 | ||||||||||||
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(Loss) Income before income taxes |
(3,124 | ) | (123 | ) | (5,721 | ) | (1,639 | ) | ||||||||
Income tax expense (benefits) |
175 | (277 | ) | 246 | (749 | ) | ||||||||||
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Net (loss) income |
$ | (3,299 | ) | $ | 154 | $ | (5,967 | ) | $ | (890 | ) | |||||
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Cash dividend declared |
$ | | $ | 0.05 | $ | 0.05 | $ | 0.10 | ||||||||
Net (loss) income per share - basic (a) |
$ | (0.23 | ) | $ | 0.01 | $ | (0.42 | ) | $ | (0.06 | ) | |||||
Net (loss) income per share - diluted |
(0.23 | ) | 0.01 | (0.42 | ) | (0.06 | ) | |||||||||
Weighted average shares outstanding - basic (a) |
14,285 | 14,152 | 14,241 | 14,123 | ||||||||||||
Weighted average shares outstanding - diluted |
14,285 | 14,174 | 14,241 | 14,123 |
(a) | Net loss per share was calculated based on basic shares outstanding due to the anti-dilutive effect on the inclusion of common stock equivalent shares. |
10/31/2011 | 1/31/2011 | 10/31/2010 | ||||||||||
Current assets |
$ | 46,968 | $ | 49,515 | $ | 57,662 | ||||||
Non-current assets |
48,726 | 51,073 | 58,651 | |||||||||
Current liabilities |
26,214 | 20,017 | 22,714 | |||||||||
Non-current liabilities |
27,712 | 30,169 | 26,519 | |||||||||
Stockholders equity |
41,768 | 50,402 | 67,080 |
In addition to reduced shipping volumes, third quarter operating results were adversely affected by significant increases in commodity costs. The cost of steel and plastic, two significant raw materials for our business, increased by more than 25% at the beginning of the second quarter and remained high through the third quarter. In response to the sudden drop in order rates experienced in the first and second quarters, the Company reduced third quarter production hours by 17%, adversely affecting absorption of factory overhead. Despite these substantial challenges, gross margin rates for the third quarter improved to 30.2% of sales for fiscal 2011 compared to 28.3% of sales for fiscal 2010. Gross margin for the first nine months improved to 30.5% in fiscal 2011 compared to 29.4% in fiscal 2010. This was accomplished through selected price increases and spending reductions. In addition to maintaining gross margins, disciplined operating controls enabled the Company to reduce inventory levels at October 31, 2011 by over $2.5 million compared to the prior year.
We are frequently asked when we expect things to improve. Despite some encouraging individual projects and stabilization of order rates in the third quarter, the underlying challenges facing our market seem likely to persist for at least one more delivery cycle. For this reason, we instituted the early retirement program and other cost-saving initiatives in an effort to return the Company to profitability at reduced sales volumes.
As we have throughout this recession, we continue to focus on ways to maintain the strength of our balance sheet and strengthen our brand. On the brand development side, we are continuing with the aggressive product development campaign that we launched eight years ago. One of our core strategies is to source as much product as possible from our own U.S. factories. This allows us to closely control inputs of safe, high-quality raw materials as well as giving us greater flexibility in specifications, colors and on-time delivery. In an effort to grow sales and increase market share, we continue to aggressively pursue all profitable business in our market and bring new products to market. The Company is accelerating efforts to increase sales to customers who purchase furniture and equipment through the General Services Administration (GSA). To supplement these efforts, we are increasing our efforts to penetrate the market for colleges and universities nationwide. The significant reduction in force discussed above largely spared the size of our direct sales force, and we continue to develop and strengthen our relationships with distributors and resellers of our product.
While the Company is in default under its credit agreement with Wells Fargo Bank, the Company has engaged in extensive discussions with other potential lenders with respect to the entry into a new secured revolving credit facility. The Company expects to close such a facility during December 2011, the proceeds of which are expected to be used to repay and terminate the Wells Fargo credit facility, and for working capital and other general corporate purposes.
As discussed in prior communications, longer-term underlying demographic trends remain favorable. Annual births in the U.S. are now slightly above their average of 4 million during each of the 19 years of the famed Baby Boom (1945-1964). Despite this demographic uplift, the funding for educational furniture and equipment may be constrained until the broader economy stabilizes. We support the general consensus that education is the most positive response to our countrys current challenges and look forward to supplying Americas schools with 21st century furniture and equipment solutions.
This news release 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: business strategies; market demand and product development; order rates; economic conditions; the educational furniture industry; state and municipal bond funding; cost control initiatives; pricing; seasonality; and the Companys credit facility. 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 which are anticipated. Such factors include, but are not limited to: 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 to changes in our prices; demographics; available financing sources; the terms and conditions of future financing sources; and the acceleration of the debt under the Companys existing credit facility with Wells Fargo Bank. See our Annual
Report on Form 10-K for the year ended January 31, 2011, and other materials filed 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.
End of filing