8-K

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 (Date of earliest event reported): September 8, 2006

VIRCO MFG. CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 001-8777
(Commission File Number) 95-1613718
(IRS Employer Identification No.)

2027 Harpers Way
Torrance, California
(Address of principal executive offices)
90501
(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 (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operation and Financial Condition

     On September 8, 2006, Virco Mfg. Corporation issued a press release reporting its financial results for the first quarter ended July 31, 2006. The press release is attached hereto as Exhibit 99.1. The information in this Item 2.02 and the exhibit hereto are furnished to, but not filed with, the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 – Press Release dated September 8, 2006

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: September 8, 2006	/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 September 8, 2006

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE      Contact:

Robert A. Virtue, President
Douglas A. Virtue, Executive Vice President
Robert E. Dose, Chief Financial Officer
Virco Mfg. Corporation
(310) 533-0474

Virco Announces Second Quarter Results

Torrance, California, September 8, 2006 – Virco Mfg. Corporation (AMEX: VIR) today released its second quarter results in the following letter to shareholders from Robert A. Virtue, President and CEO:

The positive trends established in our seasonally light first quarter were confirmed on more meaningful volume in the second quarter. Total revenue, gross margin, net margin and incoming orders all improved while cost of goods sold remained relatively stable. As a result, earnings per share through the first six months of 2006 were $0.34 compared to $0.03 for the same period last year. Here are the numbers:

	Three Months Ended				Six Months Ended
	07/31/2006		07/31/2005		07/31/2006		07/31/2005
	(in thousands, except per share data)
Sales	$	78,595	$	75,906	$	113,110	$	109,160
Cost of sales		50,212		49,402		73,233		73,249
Gross margin		28,383		26,504		39,877		35,911
Selling, general & administrative & interest		20,431		20,388		35,192		35,478
Income before taxes		7,952		6,116		4,685		433
Income tax expense		120		31		120		31
Net income	$	7,832	$	6,085	$	4,565	$	402
Net income per share
Basic	$	0.58	$	0.46	$	0.34	$	0.03
Diluted		0.58		0.46		0.34		0.03
Weighted average shares outstanding
Basic		13,494		13,119		13,318		13,104
Diluted		13,529		13,343		13,353		13,358

	7/31/2006		01/31/2006		07/31/2005
	(in thousands)
Current assets	$	89,660	$	52,246	$	90,529
Non-current assets		60,732		62,474		64,338
Current liabilities		52,360		36,758		53,487
Non-current liabilities		48,820		38,862		51,453
Stockholders’ equity		49,212		39,100		49,927

All of the following factors cited in our recent reports (2005 Annual and 2006 1^st Quarter) were positive contributors to the strong first half:

• New products with superior design and functionality;

• A broader Furniture, Fixtures and Equipment product assortment for educators at all grade levels;

• PlanSCAPE^® proprietary software for turnkey project management;

• Convenient national and regional contracts plus multi-channel wholesale and retail distribution;

• Higher unit prices justified by the quality of our products and services; and

• Lower fixed costs.

Operationally, we continued to gain efficiency while maintaining our industry-leading capabilities and infrastructure. After several years of downsizing, we believe we have re-established balance between staffing levels, capacity, and seasonal demand. A potential benefit will be steadier output in the second half, with an associated modest improvement in factory utilization and overhead absorption.

Key metrics on our balance sheet also showed improvement. Inventories declined by over $6,000,000 compared to the prior year despite higher sales and timely delivery performance. Capital expenditures remained low and continued to be focused on new product development and maintenance of our existing infrastructure. Combined with the recent equity infusion from Wedbush and improving trends in profitability, we hope to end the year in a stronger financial position.

The market for educational furniture and equipment remains very competitive. Inflationary pressures continue to push raw material and freight costs higher. We anticipate additional price increases for the 2007 delivery season in order to maintain or improve current margins.

We continue to direct significant efforts toward new product development and service enhancements. Our initiatives in these areas are primarily internal. We nonetheless remain vigilant for strategic opportunities that may present themselves as our market continues to evolve.

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: new business strategies; the cost and availability of steel and other raw materials; the continuing impact of our Assemble-to-Ship and Equipment for Educators programs on earnings; market demand and acceptance of new products; development of new distribution channels; 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. 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; 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; and the response of competitors to our price increases. See our Annual Report on Form 10K for year ended January 31, 2006, 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