-----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, LfSY2viEdKuJinXtDBaTFCvufrqwLfoY0zEjPIpwb4sEBnq6tPOjt7Falgw6YDNw vvTg5tTNbFPNMm42Uli95Q== 0000720671-06-000052.txt : 20060815 0000720671-06-000052.hdr.sgml : 20060815 20060815090630 ACCESSION NUMBER: 0000720671-06-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060815 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060815 DATE AS OF CHANGE: 20060815 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08964 FILM NUMBER: 061033154 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 1 f8k1qtre.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): August 15, 2006 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 August 15, 2006, Halifax Corporation issued a press release reporting its financial results for the first quarter ended June 30, 2006. A copy of this press release is attached hereto as an exhibit and is incorporated herein by reference. FOREWARD-LOOKING STATEMENTS Certain statements in this Currant Report on Form 8-K constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. While forward-looking statements sometimes are presented with numerical specificity, they are based on various assumptions made by management regarding future events over which we have little or no control. Forward-looking statements may be identified by words including "anticipate," "believe," "estimate," "expect" and similar expressions. We caution readers that forward-looking statements, including without limitation, those relating to future business prospects, revenues, working capital, liquidity, and income, are subject to certain risks and uncertainties that would cause actual results to differ materially from those indicated in the forward-looking statements. Factors that could cause actual results to differ from forward-looking statements include the concentration of our revenues, risks involved in contracting with our customers, including difficulties to accurately estimate costs when bidding on a contract and the occurrence of start-up costs prior to receiving revenues and contract with fixed price provisions, government contracting risks, potential conflicts of interest, difficulties we may have in attracting and retaining management, professional and administrative staff, fluctuation in quarterly results, risks related to acquisitions and acquisition strategy, continued favorable banking relationships, the availability of capital to finance operations and ability to make payments on outstanding indebtedness, weakened economic conditions, acts of terrorism, risks related to competition and our ability to continue to perform efficiently on contracts, and other risks and factors identified from time to time in the reports we file with the Securities and Exchange Commission ("SEC"), including our Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Forward-looking statements are intended to apply only at the time they are made. Moreover, whether or not stated in connection with a forward-looking statement, the Company undertakes no obligation to correct or update a forward-looking statement should we later become aware that it is not likely to be achieved. If the Company were to update or correct a forward-looking statement, you should not conclude that the Company will make additional updates or correction thereafter. 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 August 15, 2006 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: August 15, 2006 By: /s/Joseph Sciacca Joseph Sciacca Vice President, Finance & CFO EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated August 15, 2006 EX-99.1 2 ex991ef.txt Exhibit 99.1 HALIFAX ANNOUNCES FIRST QUARTER FINANCIAL RESULTS Company Reports Return to Profitability, with Diluted EPS of $0.03; Gross Margin Increases to 12% from 8% ALEXANDRIA, VA - August 15, 2006 - Halifax Corporation (AMEX:HX) today announced its financial results for the quarter ended June 30, 2006. The Company reported revenues of $12.7 million compared to $14.7 million for the same period a year ago. The revenue decrease was primarily due to the cessation of an unprofitable nationwide contract. Halifax reported a gross margin of $1.5 million, or 12% of revenues, for the first quarter of fiscal 2007. This compares to a gross margin of $1.2 million, or 8% of revenues, for the comparable quarter a year ago. Operating income was $326,000 for the first fiscal quarter of 2007 compared to an operating loss of $143,000 for the first fiscal quarter of 2006. Income from continuing operations for the first quarter of fiscal 2007 was $84,000 as compared to a loss from continuing operations of $234,000 for the same period a year ago. The Company reported net income of $84,000, or $0.03 per basic and diluted share, in the first quarter of 2007 versus $76,000, or $0.02 per basic and diluted share, for the quarter ended June 30, 2005. Net income for the first quarter of last year included $310,000 of income from discontinued operations. Charles McNew, president and chief executive officer, stated, "As anticipated, we have returned the Company to profitability and our aggressive cost containment program has resulted in meaningful improvement in our gross margins. The recent announcement of several new contracts, coupled with our delivery systems enhancement efforts, should have us on target for additional bottom line enhancement." The Company also reported continuing balance sheet improvement, with bank debt declining and shareholders equity in excess of $8 million. McNew added, "Our confidence in our long-term business prospects remains high. The managed services marketplace is ripe with opportunity, particularly with the evolving industry consolidation. We continue to seek and evaluate various strategic alternatives to further position Halifax for near and long term growth." The Company will host a conference call for investors at 11 a.m. EDT on Tuesday, August 15, 2006, to review the financial and operational results for the quarter. The conference call phone number is 888-898- 1327 for U.S. callers and 706-679-5341 for international callers. The conference call replay will be available from 1 p.m. EDT on Tuesday, August 15, 2006, to 1 p.m. EDT on Wednesday, August 16, 2006. The replay number is 800-633-8284 for U.S. callers and 402-977-9140 for international callers. The reservation number is 21301345. 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. More information on Halifax can be found at www.hxcorp.com. 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 described in the Risk Factors Section in the Company's Annual Report on Form 10-K 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 Thousands, except per share amounts)
Statement of operations For the three months ended June 30 2006 2005 Revenues $12,746 $14,679 Cost of services 11,270 13,497 Gross Profit 1,476 1,182 Selling, marketing, general & Administrative 1,150 1,325 Operating income (loss) 326 (143) Other income 1 - Interest expense (163) (217) Income (loss) before income taxes 164 (360) Income tax expense (benefit) 80 (126) Income (loss) from continuing operations 84 (234) Income from discontinued operations (net) - 310 Net income $ 84 $ 76 Earnings (loss) per common share - basic: Continuing operations $ .03 $ (.07) Discontinued operations - .09 .03 .02 Earnings (loss) per common share - diluted: Continuing operations $ .03 $ (.07) Discontinued operations - .09 .03 .02 Weighted average number of common shares outstanding: Basic 3,175 3,172 Diluted 3,180 3,193
Balance Sheets June 30, 2006 March 31, 2006 Current assets Cash $ 344 $ 400 Restricted cash 649 625 Trade accounts receivable, net 9,878 11,415 Inventory, net 6,038 6,363 Prepaid expenses and other current assets 805 722 Deferred tax asset 1,289 1,332 Total current assets 19,003 20,857 Property and equipment, net 1,253 1,381 Goodwill and intangibles, net 4,118 4,213 Other assets 128 130 Defered tax asset 807 828 Total assets $25,309 $27,409 Liabilities and stockholders' equity Current liabilities Accounts payable and accrued expenses $6,816 $7,135 Income tax payable 32 331 Deferred maintenance revenue 2,826 3,515 Current portion of long-term debt 34 202 Total current liabilities 9,708 11,183 Long-term bank debt 6,203 6,891 Other long-term debt 148 154 Subordinated debt - affiliate 1,000 1,000 Deferred income 203 218 Total liabilities 17,262 19,446 Stockholders' equity 8,047 7,963 Total liabilities and stockholders' equity $25,309 $27,409
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