8-K 1 0001.txt 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): June 2, 2000 HALIFAX CORPORATION (Exact name of registrant as specified in its charter) 2-84160-W 54-0829246 Virginia (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification No.) incorporation) 5250 Cherokee Avenue, Alexandria, Virginia 22312 (Address of principal executive offices/Zip Code) Registrant's telephone number, including area code:(703)750-2202 Former name, former address,and former fiscal year, if changed since last report: N/A Item 2. Disposition of Assets. On June 2, 2000, Halifax Corporation ("Halifax") executed and delivered a Stock Purchase Agreement dated as of May 31, 2000 (the "Agreement"), with U.S. Facilities, Inc., a Delaware corporation ("Buyer") providing for the sale by Halifax to Buyer of Halifax's operational outsourcing business (the "Business"). The closing of the transactions contemplated in the Agreement (the "Closing") took place simultaneously with the execution and delivery thereof, effective as of May 31, 2000. At the Closing Halifax sold to Buyer, all of the capital stock of its wholly-owned subsidiary, Halifax Technical Services, Inc. for a purchase price of $5,600,000, of which $5,500,000 was paid by Buyer to Halifax at Closing with the balance of $100,000 due on the first anniversary of the Closing. The purchase price remains subject to various adjustments set forth in the Agreement. A portion of the proceeds received by Halifax, in the approximate amount of $2,900,000 was applied by Halifax on the date of the Closing to the repayment of a portion of its outstanding bank debt owed to SunTrust Bank (successor to Crestar Bank). The Agreement contemplates, and Halifax and the Buyer executed and exchanged at Closing, a Transition Agreement pursuant to which Halifax would, for a limited period of time following the Closing, provide administrative assistance and other transition services to Buyer in connection with Buyer's take-over of the Business. Item 7. Financial Statements and Exhibits. (b) Pro-forma Financial Information The following pro-forma financial information is provided herein: (1)Halifax Corporation pro-forma (unaudited) balance sheet as of December 31, 1999. (2)Halifax Corporation pro-forma (unaudited) statement of operations for nine monthes ended December 31, 1999 and the year ended March 31, 1999. (c) Exhibits. (1) Stock Purchase Agreement between Halifax Corporation and U.S. Facilities, Inc. dated as of May 31, 2000. (2) Transition Agreement between Halifax Corporation and U.S. Facilities, Inc., dated as of May 31, 2000. SIGNATURE 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. HALIFAX CORPORATION Date: June 15, 2000 By: /s/Charles L. McNew Charles L. McNew President and Chief Executive Officer Halifax Corporation Pro-forma Balance Sheet as of December 31, 1999
As Reported Adjustments Adjusted (Unaudited) Cash $ 3,267,000 $ - $ 3,267,000 Accounts receivable - 16,691,000 4,547,000 12,144,000 billed Inventory 3,618,000 - 3,618,000 Invome taxes 808,000 - 808,000 Receivable Prepaid Expense 1,209,000 134,000 1,075,000 25,593,000 4,681,000 20,912,000 Furniture & Equipment 2,105,000 113,000 1,992,000 Goodwill 4,072,000 723,000 3,349,000 Accum amount Other assets 850,000 62,000 788,000 $ 32,620,000 $ 5,579,000 $ 27,041,000 Accounts payable $ 6,023,000 $ 1,959,000 $ 4,064,000 Current portion of 3,946,000 - 3,946,000 long term debt Accrued expenses 10,866,000 2,265,000 8,601,000 20,835,000 4,224,000 16,611,000 Long term debt 12,115,000 - 12,115,000 Defered revenue 1,980,000 - 1,980,000 Common stock 557,000 5,000 552,000 Additional paid in 4,641,000 - 4,641,000 capital Retained earnings (7,296,000) 1,350,000 (8,646,000) Treasury Stock (212,000) - (212,000) $ 32,620,000 $ 5,579,000 $ 27,041,000
All adjustments are related to the discontinuance of the operational outsourcing division (HTSI) Halifax Corporation Pro-forma Statement of Operations for the Nine months ended December 31, 1999 and Year ended March 31, 1999
Nine months ended Year ended March 31, 1999 December 31, 1999 As Reported Adjustments Adjusted Audited Adjustments Adjusted (Unaudited) Revenue $62,505,000 $16,453,000 $46,052,000 $81,812,000 $22,741,000 $59,071,000 Cost of 57,954,000 14,815,000 43,139,000 78,558,000 20,553,000 58,005,000 operations General and 2,715,000 1,146,000 1,569,000 3,833,000 1,565,000 2,268,000 Administrative Operating 1,836,000 492,000 1,344,000 (579,000) 623,000 (1,202,000) income Interest (1,253,000) (295,000) (958,000) (1,454,000) (371,000) (1,083,000) expense Other income 10,000 - 10,000 (773,000) - (773,000) (expense) Embezzlement recovery 2,500,000 2,500,000 (2,593,000) (2,593,000) (loss) - - Pretax income 3,093,000 197,000 2,896,000 (5,399,000) 252,000 (5,651,000) Provision (benefit) $(100,000) before taxes 5,000 79,000 (74,000) 100,000 (200,000) Net income (loss) before 3,088,000 118,000 2,970,000 (5,299,000) 152,000 (5,451,000) discontinued operations Discontinued operations - (118,000) 118,000 - (152,000) 152,000 Net income $ 3,088,000 $ - $ 3,088,000 $(5,299,000) $ - (5,299,000) (loss) Earnings (loss) per share basic Continuing 1.51 - 1.45 (2.63) - (2.70) operations Discontinued operations - - .06 - - .07 $1.51 $- $1.51 $(2.63) $- $(2.63) Earnings (loss) per share diluted Continuing 1.51 - 1.45 (2.63) - (2.70) operations Discontinued operations - - .06 - - .07 $1.51 $- $1.51 $(2.63) $- $(2.63) Weighted average number $ 2,032,946 $- $ 2,032,946 $ 2,012,611 $- $ 2,012,611 of common shares outstanding - basic Weighted average number $ 2,044,830 $- $ 2,044,830 $ 2,012,611 $- $ 2,012,611 of common shares outstanding - diluted
Exhibits Exhibit 1 Stock Purchase Agreement Exhibit 2 Transition Agreement