-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LIjJPMkEQGDVDGQeunfs8JG7w2CdjUzdIvhlzYcO/S7NKJ4ZOVwzgQHGoYF/IcYP PN5vxbMvCQvaX9gw1KIppg== 0000720671-97-000004.txt : 19970222 0000720671-97-000004.hdr.sgml : 19970222 ACCESSION NUMBER: 0000720671-97-000004 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961125 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970213 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALIFAX CORP CENTRAL INDEX KEY: 0000720671 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 540829246 STATE OF INCORPORATION: VA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08964 FILM NUMBER: 97531537 BUSINESS ADDRESS: STREET 1: 5250 CHEROKEE AVE CITY: ALEXANDRIA STATE: VA ZIP: 22312 BUSINESS PHONE: 7037502202 MAIL ADDRESS: STREET 1: 5250 CHEROKEE AVENUE CITY: ALEXANDRIA STATE: VA ZIP: 22312 FORMER COMPANY: FORMER CONFORMED NAME: HALIFAX ENGINEERING INC/VA DATE OF NAME CHANGE: 19911204 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K - AMENDMENT 1 CURRENT REPORT Pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 1996 HALIFAX CORPORATION (Exact name of registrant as specified in charter) Virginia 2-84160-W 54-0829246 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer identification No.) 5250 Cherokee Avenue, Alexandria, Virginia 22312 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 750-2202 Not Applicable Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets (a) On November 25, 1996, Halifax Corporation through its wholly-owned subsidiary CMS Automation, Inc. ("CMSA") acquired the ongoing computer network integration business of Consolidated Computer Investors, Inc. ("CCI") of Hanover, Maryland through an asset purchase. These computer network integration and business solution activities will operate as a division of CMSA. The assets purchased included accounts receivable, inventory and furniture, fixtures and equipment used in the conduct of the operations. The Company paid $114,210 in cash and assumed secured debt totaling $1,679,713. The cash paid was equal to the estimated net assets purchased. The source of the consideration was the Company's ongoing working capital line of credit. Under the Uniform Commercial Code of the state of Maryland, the $114,210 cash proceeds were tendered to an escrow agent for inclusion in a Bulk Transfer transaction. Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired None. (b) Pro Forma Financial Information Unaudited Pro Forma Combined Condensed Financial Statements The following unaudited pro forma combined condensed financial statements have been prepared by Halifax's management from the consolidated financial statements of Halifax and CCI. The Unaudited Pro Forma Combined Condensed Statement of Earnings for a full year period reflects adjustments as if the CCI asset purchase transaction had occurred on April 1, 1995. In order to provide comparability of operations data, the Unaudited Pro Forma Combined Condensed Statement of Earnings for the full fiscal year includes data for the effect of the CMSA acquisition made by Halifax effective April 1, 1996 and reported on SEC Form 8-K on April 15, 1996. A second Statement of Earnings is included for the six month period ending September 30, 1996 and reflects adjustments as if the CCI asset purchase transaction had occurred on April 1, 1996. This six month statement of earnings includes CMSA's historical results of operations in the consolidated Halifax historical data. The Unaudited Pro Forma Combined Condensed Balance Sheet reflects adjustments as if the CCI asset purchase transaction had occurred on September 30, 1996. See "Note 1 - Basis of Presentation." The unaudited pro forma adjustments described in the accompanying notes are based upon preliminary estimates and certain assumptions that management of Halifax believes are reasonable in the circumstances. The unaudited pro forma combined condensed financial statements are not necessarily indicative of financial position or results of operations that would have resulted if the asset purchase transaction had occurred on the applicable dates indicated above. Moreover, they are not intended to be indicative of future results of operations or financial position. The pro forma combined condensed financial statements should be read in conjunction with the historical consolidated financial statements of Halifax and related notes thereto, included in the Corporation's Annual Report on Form 10-K for the year ended March 31, 1996 and the Corporation's Quarterly Reports on Form 10-Q for the periods ended June 30, 1996 and September 30, 1996. Unaudited Pro Forma Combined Condensed Statement of Earnings
For the Six Months Ended Sept. 30, Sept. 30, Proforma Proforma 1996 1996 Adjustments Combined Halifax CCI ($ In thousands, except per share data) Revenues $36,171 $6,763 $- $42,934 Operating Costs and Expenses: Cost of Services 32,287 5,674 (184)b 37,777 Selling, General and 2,421 1,043 (4)ch 3,468 Administrative Expenses Total Operating Costs and 34,708 6,717 (180) 41,245 Expenses Operating Income 1,463 46 180 1,689 Interest Expense 492 163 (79)d 576 Other Income (Expense), Net - 1 - 1 Income Before Income Taxes 971 (116) 259 1,114 Income Taxes 383 (46) 102e 439 Net Income/(Loss) $588 $(70) $157 $675 Earnings per Share* $.30 N/A $ .34 Weighted Average Number of Common Shares Outstanding* #1,973,063 N/A #1,973,063 Six month results for CCI and the related proforma adjustments have been prepared on a prorata basis using the December 31,1995 twelve month results included in this Form 8-K. *Takes into effect 3:2 Halifax common stock split effective December 27, 1996. See accompanying notes to unaudited pro forma combined condensed financial statements
Unaudited ProForma Combined Condensed Balance Sheet
As of Sept. 30, 1996 Oct. 31, 1996 proforma Proforma Halifax CCI Adjustments Combined ($ In thousands) Current Assets: Cash & Cash Equivalents $599 $- $(114)a $485 Receivables, Net 21,749 1,386 - 23,135 Inventory, Net 5,838 200 - 6,038 Other Current Assets 593 - - 593 Total Current Assets 28,779 1,586 (114) 30,251 Property & Equipment, Net 5,798 231 - 6,029 Costs in Excess of Net Assets 2,941 - 368ah 3,309 Acquired & Other Assets Total Assets $37,518 $1,817 $254 $39,589 Liabilities and Stockholders' Equity: Current Liabilities: Accounts Payable & Accrued $13,042 $- $- $13,042 Expenses Current Maturities Debt 1,025 1,686 - 2,711 Unearned Revenues & Other - 227 - 227 Total Current 14,067 1,913 15,980 Liabilities Long-Term Operating Debt $9,867 $- - 9,867 Mortage Note 2,590 - - $2,590 Other Liabilities 666 4 161a 831 Total Liabilities 27,190 1,917 161 29,268 Stockholders' Equity: Common Stock 526 - - 526 Additional Paid-In Capital 4,353 - - 4,353 Treasury Stock at Cost (213) - - (213) Retained Earning (Deficit) 5,662 - (7)h 5655 Total Stockholders' 10,328 - (7) 10,321 Equity Total Liabilities & $37,518 $1,917 $154 $39,589 Stockholders' Equity See accompanying notes to unaudited pro forma combined condensed financial statements
Unaudited Pro Forma Combined Condensed Statement of Earnings
For the Year Ended March Dec 31, Dec. 31, 31, 1996 1995 Proforma Proforma 1995 Proforma Proforma Halifax CMSA Adjustment Combined CCI Adjustments Combined ($ In thousands, except per share data) Revenues $47,159 $21,249 $- $68,408 $13,526 $- $81,934 Operating Costs and Expenses: Cost of Services 41,675 14,582 - 56,257 11,348 (368)b 67,237 Selling, General and 3,650 6,300 14f 9,964 2,086 9ch 12,059 Administrative Expenses Total Operating Costs 45,325 20,882 14 66,221 13,434 (359) 79,296 and Expenses Operating Income 1,834 367 (14) 2,187 92 359 2,638 Interest Expense 573 543 (240)g 876 325 (158)d 1,043 Other Income (Expense), - 68 - 68 1 - 69 Net Income before Income Taxes 1,261 (108) 226 1,379 (232) 517 1,664 Income Taxes 498 1 89e 588 (92) 204e 700 Net Income (Loss) $763 $(109) $137 $791 $(140) $313 $964 Eanings per Share* $.43 N/A $.40 N/A $.49 Weighted Average Number of Common #1,756,881 N/A #1,966,326 N/A #1,966,326 Shares Outstanding* *Takes into effect 3:2 Halifax common stock split effective December 27, 1996 See accompanying notes to unaudited pro forma combined condensed financial statements
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 1. Basis of Presentation The accompanying Unaudited Pro Forma Combined Condensed Statement of Earnings is presented for a full fiscal year and a six-month period. The full fiscal year presentation presents the historical results of operations of Halifax for its fiscal year ended March 31, 1996, the historical results of operations of CMSA for its fiscal year ended December 31, 1995 with pro forma adjustments as if the acquisition transaction had been consummated as of April 1, 1995 and the historical results of operations for CCI for its fiscal year ended December 31, 1995 with pro forma adjustments as if the asset purchase transaction had been consummated as of April 1, 1995. The six-month presentation presents the consolidated historical results of operations of Halifax including CMSA for the six-month period ended September 30, 1996 and the financial results of CCI estimated on a pro rata basis using the historical results of operations for CCI for its fiscal year ended December 31, 1995 with pro forma adjustments as if the asset purchase transaction had been consummated as of April 1, 1996. The Unaudited Pro Forma Combined Condensed Balance Sheet presents the historical balance sheet of Halifax as of September 30, 1996 and the historical assets and liabilities of CCI as of October 31, 1996 acquired on November 25, 1996, with pro forma adjustments as if the asset purchase transaction had been consummated as of September 30, 1996, in a transaction accounted for as a purchase in accordance with Generally Accepted Accounting Principles. 2. Pro Forma Adjustments Unaudited Pro Forma Combined Condensed Balance Sheet a. To record the consideration assumed to be exchanged for the purchased assets consisting of cash and the assumption of certain liabilities of CCI and to record the estimated expense of the transaction. Unaudited Pro Forma Combined Condensed Statements of Earnings To record estimated effects of changes in operations of CCI including cost of services, selling, general & administrative costs and interest expense at Halifax's cost of borrowing under its borrowing agreement, resulting from the assumption of secured debt payable: b. Reduction in Cost of Services from changes in salaries and fringe benefits, improved hardware purchase margins, commission plan and lease changes. c. Reduction in Selling, General & Administrative charges from changes in accounting and legal services, depreciation, vehicles. d. Net Reduction in CCI interest expense due to conversion of secured debt to Halifax borrowing rates. e. To record the total income tax effect, using a 39.5% rate, on the net proforma adjustments. f . To record the amortization of estimated cost in excess of net assets including capitalizable acquisition cost acquired in the CMSA transaction over an estimated life of 25 years. g To record estimated interest expense at Halifax's cost of borrowing under its borrowing agreement, resulting from the assumption of the CMSA short-term debt and the conversion of the CMSA long-term notes payable. h. To record the amortization of estimated cost in excess of net assets including capitalizable expenses acquired in the CCI asset purchase over an estimated life of 25 years. C. Exhibits None. 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 thereunto duly authorized. HALIFAX CORPORATION (Registrant) Date: February 12, 1997 By: s/Howard C. Mills Howard C. Mills, President & Chief Executive Officer Date: February 12, 1997 By: s/John D. D'Amore John D. D'Amore V.P. Finance & Accounting -----END PRIVACY-ENHANCED MESSAGE-----