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: April 3, 2007

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:

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))

TABLE OF CONTENTS

	Item 2.02 Results of Operation and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02 Results of Operation and Financial Condition

     On April 3, 2007, Virco Mfg. Corporation issued a press release reporting its financial results for the fourth quarter and fiscal year ended January 31, 2007. 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 April 3, 2007

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 3, 2007	/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 April 3, 2007

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 Fourth Quarter Results

Torrance, California — April 3, 2007 — Robert A. Virtue, President and CEO of Virco Mfg. Corporation, released results for the 4^th quarter and year ended January 31, 2007, in the following letter to shareholders:

This year’s 4^th quarter capped a significant turnaround for Virco. In the seasonally light three months ended January 31, 2007, shipments of $36.3 million generated a net loss of $2.9 million, a $4.9 million improvement compared to the 4^th quarter of 2005. For the full twelve months, shipments of $223 million generated net income of $7.5 million, a $17.1 million improvement compared to a loss of $9.6 million in fiscal 2005. Here are the numbers:

	Three Months Ended						Twelve Months Ended
	1/31/2007			1/31/2006			1/31/2007		1/31/2006
	(in thousands except per share data)
Sales	$	36,319		$	34,806		$	223,107	$	214,450
Cost of sales		24,676			26,136			144,495		149,785
Gross margin		11,643			8,670			78,612		64,665
Selling, general, administrative & interest		14,290			16,452			70,621		74,348
Income (loss) before taxes		(2,647	)		(7,782	)		7,991		(9,683	)
Income tax expense		206			—			446		(109	)
Net income (loss)	$	(2,853	)	$	(7,782	)	$	7,545	$	(9,574	)
Net income (loss) per share — basic (a)	$	(0.20	)	$	(0.59	)	$	0.56	$	(0.73	)
Net income (loss) per share — diluted (a)		(0.20	)		(0.59	)		0.55		(0.73	)
Weighted average shares outstanding - basic		14,362			13,137			13,590		13,114
Weighted average shares outstanding - diluted		14,362			13,137			13,611		13,114

(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.

	1/31/2007		1/31/2006
	(in thousands)
Current assets	$	60,033	$	52,246
Non-current assets		56,245		62,474
Current liabilities		37,038		36,758
Non-current liabilities		30,361		38,862
Stockholders’ equity		48,879		39,100

For the quarter and the year several measures of performance showed meaningful improvement. For the year, gross margin increased from 30.2% of sales to 35.2%; SG&A decreased from 34.7% of sales to 31.7%. Shareholder equity increased from $39M to $49M.

Our biggest challenge was the rate of revenue growth. For the quarter, revenue increased 4.3% from $34.8 million to $36.3 million. For the year, revenue increased 4.0% from $214 million to $223 million. Although last year’s double-digit price increase had a favorable impact on earnings, it also resulted in a loss of unit volume to lower-priced competitors. The lost units were mostly commodity-type products characterized by low margins and moderate to high seasonal service costs. On the other hand we appear to have gained share at the upper end of the market, where innovative products and services such as ZUMA^® and PlanSCAPE^® continue to set the standard.

As our vertically integrated Equipment for Educators™ market development strategy continues to mature, we have two simple goals: 1) maximize the leverage of our factories with increased unit volume throughput; and 2) provide our customers with a full range of appropriately priced services so they can choose the channel and method of delivery that best suits their needs. In both cases, we continue to emphasize an internal, organic model of product and service development because we believe it offers the lowest risk, best return on invested capital.

Our turnaround in 2006 was significant and we do not expect earnings to improve by a similar amount in 2007. Instead, we hope to achieve incremental growth in revenue and gross margin, with proportionate reductions in SG&A as a percent of sales. We also hope to further strengthen our balance sheet.

In this year’s Annual Report to Shareholders we will provide a more complete discussion of our business model and our strategy. As our long-term strategy continues to unfold, we look forward to further justifying the support of our shareholders, customers, employees and financial partners, for which we are, as always, thankful.

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; market demand and acceptance of new product; 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; the cost and availability of raw materials and fuel; 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 we file 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