-----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, M2LV0yJwJG+rHleUyvDo20x07JWpP1DYKtDekcNI+Sj7PywX9oL+P9dLmTI+jiIt U/WPw5oDnfmv5FDl3HxDYA== 0000720671-07-000009.txt : 20070212 0000720671-07-000009.hdr.sgml : 20070212 20070212091220 ACCESSION NUMBER: 0000720671-07-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070212 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070212 DATE AS OF CHANGE: 20070212 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: 07600451 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 f8k3qtre.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): February 12, 2007 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 12, 2007, Halifax Corporation issued a press release reporting its financial results for the third quarter ended December 31, 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 February 12, 2007 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 12, 2007 By: /s/Joseph Sciacca Joseph Sciacca Vice President, Finance & CFO EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated February 12, 2007 EX-99.1 2 ex991fnl.txt Exhibit 99.1 HALIFAX ANNOUNCES THIRD QUARTER FINANCIAL RESULTS Company Reports Third Successive Quarter of Profitability; Gross Margin Improves to 11% from 2% ALEXANDRIA, VA - February 12, 2007 - Halifax Corporation (AMEX:HX) today announced its financial results for the quarter ended December 31, 2006. Revenues for the third quarter of fiscal 2007 were $12.6 million versus $13.4 million for the same period in fiscal 2006. The revenue decrease, primarily due to the cessation of an unprofitable nationwide contract in April 2006, was partially offset by new, more profitable business. The gross profit margin for this year's third quarter was $1.4 million, or 11% of revenues, versus $314,000, or 2% of revenues, for the same period a year ago. Operating income was $311,000 compared to an operating loss of $1.1 million for the same period the prior year. Income from continuing operations was $51,000 for the quarter ended December 31, 2006, versus a loss of $783,000 for the same quarter of last year. The Company reported net income of $51,000, or $0.02 per basic and diluted share, for the fiscal 2007 third quarter. In the fiscal 2006 third quarter, net income of $1.4 million had included a $2.2 million gain on the sale of discontinued operations related to the sale of Secure Network Services. The Company also reported that the reclassification of goodwill resulted in a restatement for the third quarter and first nine months of fiscal 2006. The restatement had no effect on net income. Charles McNew, president and chief executive officer, stated, "I'm especially pleased that operating income rose 65% compared to the prior quarter. This is a clear indication of the success of our strategic effort to achieve overall profitability for each of our contracts, as we've taken a number of steps to build customer satisfaction and contain fixed costs. "Despite the competitive marketplace, we are encouraged by the present volume of potential new deals. In fact, the number of large-scale opportunities we're pursuing is higher than we've seen in recent quarters." He added, "We're continuing to make progress on the balance sheet as well, and it's important to note that working capital is approaching $10 million." For the nine months ended December 31, 2006, revenues were $37.7 million compared to $42.0 million for the same period last year. Operating income for the first nine months of fiscal 2007 was $823,000 versus an operating loss of $1.4 million for the comparable period a year ago. Income from continuing operations was $157,000 compared to a loss from continuing operations of $1.2 million for the same period of fiscal 2006. Net income for the nine months of this year was $157,000, or $0.05 per basic and diluted share. The prior year's net income of $1.3 million, or $ 0.41 per basic and diluted share, for the nine months had included $310,000 of income from discontinued operations and a gain on sale of discontinued operations of $2.2 million. The Company will host a conference call for investors at 11 a.m. EST on Monday, February 12, 2007, 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. EST on Monday, February 12, 2007, to 1 p.m. EST on Tuesday, February 13, 2007. The replay number is 800-633-8284 for U.S. callers and 402-977-9140 for international callers. The reservation number is 213289938. 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. This web site reference is intended to be an inactive textual reference, and the information on this web site is not incorporated into this document. 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 Nine Months Ended amounts) December 31, December 31, Statements of Operations 2006 2005 2006 2005 Restated Restated Revenues $ 12,603 $ 13,390 $ 37,718 $ 42,027 Cost of services 11,202 13,076 33,516 39,437 Gross margin 1,401 314 4,202 2,590 Selling, marketing, general & administrative 1,090 1,259 3,379 3,848 Severance costs - 144 - 144 Operating income (loss) 311 (1,089) 823 (1,402) Other income 8 - 23 5 Interest expense (171) (135) (492) (458) Income (loss) before income taxes 148 (1,224) 354 (1,855) Income tax expense (benefit) 97 (441) 197 (665) Income (loss) from continuing operations 51 (783) 157 (1,190) Income from discontinued operations - - - 310 Gain on sale of discontinued operations - 2,182 - 2,182 Net income (loss) $ 51 $ 1,399 $ 157 $ 1,302 Income (loss) earnings per common share - basic: Continuing operations $ .02 $ (.25) $ .05 $ (.37) Discontinued operations - - - .10 Gain on sale of discontinued operations - .69 - .69 $ .02 $ .44 $ .05 $ 41 Income (loss) earnings per common share - diluted: Continuing operations $ .02 $ (.25) $ .05 $ (.37) Discontinued operations - - - .10 Gain on sale of - .69 - .69 discontinued operations $ .02 $ .44 $ .05 $ 41 Weighted average number of common shares outstanding: Basic 3,175 3,172 3,175 3,172 Diluted 3,179 3,183 3,179 3,188
Balance Sheets December 31, 2006 March 31, 2006 Current assets Cash $ 112 $ 400 Restricted cash 665 625 Trade accounts receivable, net 10,928 11,415 Inventory, net 5,884 6,363 Prepaid expense and other current 383 722 assets Deferred tax asset 985 1,332 Total current assets 18,957 20,857 Property and equipment, net 1,154 1,381 Goodwill and intangibles, net 3,945 4,213 Other assets 123 130 Deferred tax asset 977 828 Total assets $ 25,156 $ 27,409 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued expenses $ 6,070 $ 7,135 Deferred maintenance revenue 3,141 3,515 Notes payable - 168 Income tax payable 20 331 Current portion of long-term debt 33 34 Total current liabilities 9,264 11,183 Long-Term bank debt 6,444 6,891 Other long-term debt 128 154 Subordinated debt-affiliate 1,000 1,000 Deferred income 174 218 Total liabilities 17,010 19,446 Stockholders' equity 8,146 7,963 Total liabilities and stockholders' $ 25,156 $ 27,409 equity
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