-----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, RXL7lYC2OVBvn9JnxxrThNVl0iyB5bHxQ3zSOVMdzadhXgv+GpCs6/u81s8pFW7I VcEwf0Z4PT/3ICoAda6fvA== 0000720671-08-000029.txt : 20080806 0000720671-08-000029.hdr.sgml : 20080806 20080806101752 ACCESSION NUMBER: 0000720671-08-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080806 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080806 DATE AS OF CHANGE: 20080806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALIFAX CORP OF VIRGINIA 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: 08993622 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 CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HALIFAX ENGINEERING INC/VA DATE OF NAME CHANGE: 19911204 8-K 1 f8k1qtrf.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 6, 2008 HALIFAX CORPORATION OF VIRGINIA (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 6, 2008, Halifax Corporation issued a press release reporting its financial results for the first quarter ended June 30, 2008. 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 6, 2008 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 OF VIRGINIA Date: August 6, 2008 By: /s/ Joseph Sciacca Joseph Sciacca Vice President, Finance & CFO EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated August 6, 2008 EX-99.1 2 ex991q1f.txt Exhibit 99.1 HALIFAX ANNOUNCES FIRST QUARTER FINANCIAL RESULTS "Net Income Increases Over Prior Year" ALEXANDRIA, VA - August 6, 2008 - Halifax Corporation (AMEX:HX) today announced its financial results for the quarter ended June 30, 2008. Revenues for the first quarter of fiscal 2009 were $9.0 million compared to $12.5 million for the same quarter last year. The decrease in revenues was attributable to the termination of certain large nationwide enterprise maintenance contracts, including the loss of a large aeronautical manufacturing customer. Gross Profit margin for this year's first quarter was $1.51 million, or 17% of revenues, versus $1.48 million, or 12% of revenues, for the same period a year ago. The margin improvement was attributable to a more profitable sales mix coupled with an aggressive cost containment program. The Company reported net income of $203,000, or $0.06 per basic and diluted share as compared to $135,000, or $0.04 per basic and diluted share for the first quarter of last year. Charles McNew, President and Chief Executive Officer, stated, "We are pleased with our improving profitability profile. We have worked diligently to drive our costs down by utilization of a variable workforce model and by taking actions to move away from business that is dependent on major inventory investment and parts risk." "Our cash flow is improving, we have a new long-term financing in place and our borrowing levels remain low by historical standards." "We are confident that our new service model, which has positioned the Company as a leader in global supply chain solutions for the middle market, is presenting a significant opportunity for a return to market share expansion." "In addition, we continue to develop a robust pipeline of new business opportunities for both Enterprise Logistics Services and Field Maintenance Solutions." The Company will host a conference call for investors at 11 a.m. EDT on Wednesday, August 6, 2008, to review the financial and operational results for the quarter. The conference call phone number is 800-768- 5901 for U.S. callers and 212-231-2906 for international callers. The conference call replay will be available from 1 p.m. EDT on Wednesday, August 6, 2008, to 1 p.m. EDT on Thursday, August 7, 2008. The replay number is 800-633-8284 for U.S. callers and 402-977-9140 for international callers. The reservation number is 21390175. Founded in 1967, Halifax Corporation is an enterprise logistics and 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 enterprise logistics solutions and high availability hardware maintenance 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, 2008 2007 Revenues $ 9,017 $ 12,461 Cost of services 7,504 10,979 Gross profit 1,513 1,482 Selling, marketing, general & administrative 1,196 1,161 Operating income 317 321 Other income - 11 Interest expense (83) (192) Income before income taxes 234 140 Income tax expense 31 5 Net income $ 203 $ 135 Earnings per common share - basic and diluted $ 0.06 $ 0.04 Weighted average number of common shares outstanding: Basic 3,175 3,175 Diluted 3,175 3,181
Balance Sheets June 30, 2008 March 31, 2008 Current assets Cash $ 709 $ 232 Trade accounts receivable, net 6,533 10,206 Inventory, net 3,149 3,240 Prepaid expenses and other current assets 253 220 Total current assets 10,644 13,898 Property and equipment, net 921 1,001 Goodwill and intangibles, net 3,508 3,580 Other assets 103 111 Total assets $15,176 $18,590 Liabilities and stockholders' equity Current liabilities Accounts payable and accrued expenses $ 4,523 $ 5,280 Income tax payable 65 35 Deferred maintenance revenue 3,515 4,309 Bank debt 2,493 4,448 Auxillary line of credit - 60 Current portion of long-term debt 277 276 Total current liabilities 10,873 14,408 Other long-term debt 252 325 Subordinated debt - affiliate 1,000 1,000 Deferred income 84 99 Total liabilities 12,209 15,832 Stockholders' equity 2,967 2,758 Total liabilities and stockholders' equity $15,176 $18,590
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