Virco Mfg Corp 2024年度报告

FORM10-K (Mark One) ☑Annual Report Pursuant to Section13 or 15 (d)of the Securities Exchange Act of 1934For the fiscal year endedJanuary 31, 2025 Transition Report Pursuant to Section13 or 15 (d)of the Securities Exchange Act of 1934 For the transition period fromto Commission file number1-8777 VIRCO MFG. CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.) 2027 Harpers Way,Torrance,California90501(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code (310)533-0474Securities registered pursuant to Section12(b) of the Act: Title of each classTrading SymbolName of each exchange on which registered:Common Stock, $0.01 Par ValueVIRCThe NASDAQ Stock Market LLC Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the issuer is a well-known seasoned issuer as defined in Rule405 of the Securities Act. Yes¨Noþ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Exchange Act.Yes¨Noþ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (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 90days.YesþNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesþNo¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2of the Exchange Act. Large accelerated filer☐Accelerated filer☑Non-accelerated filer☐Smaller reporting company☑Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act.) Yes☐Noþ The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant on July 31, 2024 (thelast business day of the registrant’s second fiscal quarter in 2024), was approximately $244.0million (based upon the closing price ofthe registrant’s common stock on such day, as reported by NASDAQ). As of April8, 2025, there were16,087,082shares of the registrant’s common stock ($0.01 par value) outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders to be filed with the Securities andExchange Commission are incorporated by reference into PartIII of this Annual Report on Form 10-K as set forth herein. PARTIItem1. BusinessItem1A. Risk FactorsItem1B. Unresolved Staff CommentsItem1C. CybersecurityItem2. PropertiesItem3. Legal ProceedingsItem4. Mine Safety DisclosuresPARTIIItem5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesItem6.[Reserved]Item7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem7A. Quantitative and Qualitative Disclosures about Market RiskItem8. Financial Statements and Supplementary DataItem9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem9A. Controls and ProceduresItem9B. Other InformationItem9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.PARTIIIItem10. Directors, Executive Officers and Corporate GovernanceItem11. Executive