-----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, MvqUxMTIMNcNUWQl6cf4UlfhhrNWe2uhMiJeQ17u19LB0dNxJRt/TGRuH7NrNk3H sNfB8HefqMjLf+oLueWRSg== 0000720671-05-000007.txt : 20050223 0000720671-05-000007.hdr.sgml : 20050223 20050223172539 ACCESSION NUMBER: 0000720671-05-000007 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050223 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 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: 05635200 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 f8kafbe.txt FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 10, 2005 HALIFAX CORPORATION (Exact name of registrant as specified in its charter) Virginia 1-08964 54-0829246 (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) 658-2400 N/A Former name, former address, and former fiscal year, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. The following information is being provided pursuant to Item 2.02. Such information, including the exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. On February 22, 2005, Halifax Corporation issued a press release reporting that the balance sheet as of December 31, 2004 has been reclassified. A copy of this press release is attached hereto as exhibit 99.1. This revised balance sheet replaces the balance sheet included in the Form 8-K dated February 10, 2005. FOREWARD-LOOKING STATEMENTS Some of the information in this report on Form 8-K or the documents incorporated by reference in this report on Form 8-K may contain forward-looking statements. You can identify these statements by words or phrases such as "will likely result," "may," "are expected to," "will continue to," "is anticipated," "estimate," "projected," "intends to" or other similar words. These forward-looking statements regarding our business and prospects are based upon numerous assumptions about future conditions, which may ultimately prove to be inaccurate. Actual events and results may materially differ from anticipated results described in those statements. Forward-looking statements involve risks and uncertainties described in the Form 10-K for the fiscal year ended March 31, 2004, which could cause our actual results to differ materially from historical earnings and those presently anticipated. When considering forward-looking statements, you should keep those risk factors in mind as well as the other cautionary statements in this report on Form 8-K. You should not place undue reliance on any forward- looking statements. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired None. (b) Pro-forma Financial Information None. (c) Exhibits 99.1 Press Release dated February 22, 2005 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: February 24, 2005 By: /s/Joseph Sciacca Joseph Sciacca Vice President, Finance & CFO EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated February 22, 2005 EX-99.1 2 ex991e.txt PRESS RELEASE DATED FEBRUARY 22, 2005 Exhibit 99.1 HALIFAX PROVIDES UPDATED BALANCE SHEET ALEXANDRIA, VA - February 22, 2005 - Halifax Corporation (AMEX: HX) today announced that the balance sheet as of December 31, 2004, has been reclassified. An updated balance sheet has been provided to replace the version issued on February 10, 2005. The only change is that bank debt has been reclassified from long term to current. This has no effect on any other aspects of the balance sheet, nor any impact on interest expense on the income statement for the period. The updated balance sheet was provided in the Form 10Q Report for the quarter ended December 31, 2004, and filed earlier today. Founded in 1967, Halifax Corporation is an enterprise maintenance solutions company providing a wide range of technology services to commercial and government customers throughout the United States. The Company's principal products are high availability hardware maintenance services, technology deployment and integration services, and secure network program services. More information regarding Halifax can be found at www.hxcorp.com. The information on the website listed above is not and should not be considered part of this document. This website is intended to be an inactive textual reference. Certain statements made by the Company which are not historical facts may be considered forward-looking statements, including, without limitation, statements as to trends, management's beliefs, views, expectations and opinions, which are based upon a number of assumptions concerning future conditions that ultimately may prove to be inaccurate. Such forward-looking statements are subject to risks and uncertainties and may be affected by various factors that may cause actual results to differ materially from those in the forward-looking statements. For further information that could affect the Company's financial statements, please refer to the Company's reports filed with the Securities and Exchange Commission.
Halifax Corporation Summary Financial Data (in 000's except per share Three Months Ended Nine Months Ended amounts) December 31, December 31, Statements of Operations 2004 2003 2004 2003 Revenues $ 15,605 $ 13,380 $ 43,847 $ 36,517 Cost of services 15,641 11,802 40,547 32,122 Selling, Marketing, General & 1,383 1,226 4,038 3,531 Administrative Abandonment of facility - - 179 - Operating (loss) income (1,419) 352 (917) 864 Interest expense (163) (130) (462) (419) (loss) Income before income taxes (1,582) 222 (1,379) 445 Income tax expense (benefit) (547) 20 (479) 40 Net (loss) income $(1,035) $ 202 $ (900) $ 405 Earnings (loss) per common share - $ (.33) $ .07 $ (.30) $ .16 basic: Earnings (loss) per common share - $ (.33) $ .07 $ (.30) $ .16 diluted: Weighted average number of common shares outstanding: Basic 3,167 2,910 2,982 2,548 Diluted 3,238 2,992 3,032 2,598
Balance Sheets December 31, 2004 March 31, 2004 Current assets Cash $ 100 $ 430 Trade accounts receivable, net 11,747 9,364 Inventory, net 5,872 5,845 Prepaid expense and other current assets 834 599 Deferred tax asset 1,148 1,204 Total current assets 19,701 17,442 Property and equipment, net 1,624 1,598 Goodwill and intangibles, net 7,235 4,606 Other assets 144 149 Deferred tax asset 3,231 2,696 Total assets $ 31,935 $ 26,491 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued expenses $ 8,137 $ 6,723 Bank debt 9,698 - Deferred maintenance revenue 3,796 2,543 Current portion of long-term debt 517 523 Total current liabilities 22,148 9,789 Long-Term bank debt - 7,227 Othe long-term debt 172 19 Subordinated debt-affiliate 2,400 2,400 Deferred income 293 337 Total liabilities 25,013 19,772 Stockholders' equity 6,922 6,719 Total liabilities and stockholders' $ 31,935 $ 26,491 equity
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