-----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, J8WLG77JK1ayDQlwrkzme9iZdZvDuDhQ3gDBKesXHc34CVsiXLAoq7dp9+1QHheh 1MiRmjkRECBmtJREIMotCg== 0000720671-06-000057.txt : 20061114 0000720671-06-000057.hdr.sgml : 20061114 20061114085710 ACCESSION NUMBER: 0000720671-06-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061114 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 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: 061211483 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 f8k2qtre.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): November 14, 2006 HALIFAX CORPORATION (Exact name of registrant as specified in its charter) 1-08964 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)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 November 14, 2006, Halifax Corporation issued a press release reporting its financial results for the second quarter ended September 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 November 14, 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: November 14, 2006 By: Joseph Sciacca Vice President, Finance & CFO EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated November 14, 2006 EX-99.1 2 ex991e.txt Exhibit 99.1 HALIFAX ANNOUNCES SECOND QUARTER FINANCIAL RESULTS Company Reports Two Successive Quarters of Profitability; Gross Margin Improves to 10.7% from 7.8% ALEXANDRIA, VA - November 14, 2006 - Halifax Corporation (AMEX:HX) today announced its financial results for the quarter ended September 30, 2006. Revenues for the second quarter of fiscal 2007 were $12.4 million versus $14 million for the same period in fiscal 2006. The revenue decrease was primarily due to the cessation of an unprofitable nationwide contract in April 2006. The gross profit margin for this year's second quarter was $1.3 million, or 10.7% of revenues, versus $1.1 million, or 7.8% of revenues, for the same period a year ago. Operating income was $188,000 for the quarter ended September 30, 2006, compared to an operating loss of $170,000 for the same period the prior year. The Company reported net income of $22,000, or $0.01 per basic and diluted share, for the fiscal 2007 second quarter. This compares to a net loss of $172,000, or $0.05 per share, for the three months ended September 30, 2005. Charles McNew, president and chief executive officer, stated, "Our ongoing profitability and the continuing improvement in gross margins is the direct result of investments in IT upgrades and cost containment actions. It is worth noting that we incurred start-up costs associated with a major contract trial during the quarter, and this had a negative impact on margins. On the positive side, we believe that this contract offers long-term revenue growth potential with a major customer. "In addition, our backlog of more than $80 million and the pipeline for new business remain quite healthy," he added. For the six months ended September 30, 2006, revenues were $25.1 million compared to $28.7 million for the same period last year. Operating income for the first half of fiscal 2007 was $514,000 versus an operating loss of $313,000 for the same period a year ago. Income from continuing operations for the six months ended September 30, 2006, was $106,000 compared to a loss from continuing operations of $406,000 for the same period last year. Net income for the first half of this year was $106,000, or $0.03 per basic and diluted share, versus a net loss of $96,000, or $ 0.03 per share, for the first half of fiscal 2006. McNew added, "The balance sheet has been improving steadily; it is the strongest it's been in seven years. We continue to remain optimistic about our prospects in the managed services marketplace, as the ongoing industry consolidation is creating multiple niche opportunities within our well-developed partner model." The Company will host a conference call for investors at 11 a.m. EST on Tuesday November 14, 2006, to review the financial and operational results for the quarter. The conference call phone number is 800-834- 5691 for U.S. callers and 212-676-5241 for international callers. The conference call replay will be available from 1 p.m. EST on Tuesday November 14, 2006, to 1 p.m. EST on Wednesday, November 15, 2006. The replay number is 800-633-8284 for U.S. callers and 402-977-9140 for international callers. The reservation number is 21309569. 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 000's except per share Three Months Ended Six Months Ended amounts) September 30, September 30, Statements of Operations 2006 2005 2006 2005 Revenues $ 12,369 $ 13,958 $ 25,115 $ 28,637 Cost of services 11,044 12,864 22,314 26,361 Gross Profit 1,094 2,801 2,276 1,325 Selling, marketing, general & administrative 1,137 1,264 2,287 2,589 Operating income (loss) 188 (170) 514 (313) Other income 13 5 14 5 Interest expense (159) (105) (322) (322) Income (loss) before income taxes 42 (270) 206 (630) Income tax expense (benefit) 20 (98) 100 (224) Income (loss) from continuing operations 22 (172) 106 (406) Income from discontinued operations (net) - - - 310 Net income (loss) $ 22 $ (172) $ 106 $ (96) Earnings (loss) per common share - basic: Continuing operations $ .01 $ (.05) $ .03 $ (.13) Discontinued operations - - - .10 $ .01 $ (.05) $ .03 $ (.03) Earnings (loss) per common share - diluted: Continuing operations $ .01 $ (.05) $ .03 $ (.13) Discontinued operations - - - .10 $ .01 $ (.05) $ .03 $ (.03) Weighted average number of common shares outstanding: Basic 3,175 3,172 3,175 3,172 Diluted 3,179 3,191 3,180 3,192
Balance Sheets September 30, March 31, 2006 2006 Current assets Cash $ 903 $ 1,025 Trade accounts receivable, net 9,861 11,415 Inventory, net 6,459 6,363 Prepaid expense and other current assets 441 722 Deferred tax asset 1,194 1,332 Total current assets 18,858 20,857 Property and equipment, net 1,261 1,381 Goodwill and intangibles, net 4,025 4,213 Other assets 126 130 Deferred tax asset 807 828 Total assets $ 25,077 $ 27,409 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued expenses $ 6,174 $ 7,135 Deferred maintenance revenue 3,144 3,515 Income tax payable - 331 Current portion of long-term debt 33 202 Total current liabilities 9,351 11,183 Long-Term bank debt 6,313 6,891 Other long-term debt 137 154 Subordinated debt-affiliate 1,000 1,000 Deferred income 188 218 Total liabilities 16,989 19,446 Stockholders' equity 8,088 7,963 Total liabilities and stockholders' equity $ 25,077 $ 27,409
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