8-K

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 5, 2009

HALIFAX CORPORATION OF VIRGINIA

(Exact name of registrant as specified in its charter)

Virginia	1-08964	54-0829246
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 5, 2009, Halifax Corporation issued a press release reporting its financial results for the first quarter ended June 30, 2009. 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 5, 2009

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 5, 2009	By:	/s/ Joseph Sciacca
		Joseph Sciacca
		Vice President, Finance & CFO

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 5, 2009

EX-99.1

Exhibit 99.1

HALIFAX ANNOUNCES
FIRST QUARTER FINANCIAL RESULTS

"Net Income of $183,000 and Earnings Per Share of $.06”

ALEXANDRIA, VA – August 5, 2009 – Halifax Corporation of Virginia (NYSE Amex: HX) today announced its financial results for the quarter June 30, 2009.

Revenues for of three months ended June 30, 2009 were $7.6 million compared to $9.0 million for the prior year. The decrease in revenues in 2009 was attributable to the termination of certain large nation-wide enterprise maintenance contracts.

The Company reported operating income of $134,000, compared to operating income of $317,000 for the same period last year. The reduction in operating income was primarily due to lower revenues due to lengthening sales cycles, somewhat offset by lower operating costs.

The Company reported net income of $183,000, or $.06 per basic and diluted share.

Charles McNew, President and Chief Executive Officer, stated, “We are pleased to report another profitable quarter. While certain legacy revenue sources for a few maintenance customers are declining, our enterprise logistics solutions revenue is continuing to grow on a profitable basis.”

“We believe that this supply chain services program, which is affording the company multiple higher margin business process outsourcing opportunities, will position the company for improving long term performance.”

The Company will host a conference call for investors at 11 a.m. EDT on Wednesday, August 5, 2009, to review the financial and operational results for the quarter. The conference call phone number is 800-771-6692 for U.S. callers and 212-231-2903 for international callers. The conference call replay will be available from 1 p.m. EDT on Wednesday, August 5, 2009, to 1 p.m. EDT on Thursday, August 6, 2009. The replay number is 800-633-8284 for U.S. callers and 402-977-9140 for international callers. The reservation number is 21433302.

Founded in 1967, Halifax Corporation of Virginia 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 000’s except per share amounts)

	For the three months ended June 30,
Statements of operations	2009			2008
Revenues	$	7,662		$	9,017
Cost of services		6,569			7,504
Gross profit		1,093			1,513
Selling, marketing, general & administrative		959			1,196
Operating Income		134			317
Other income		152			—
Interest expense		(83	)		(83	)
Income before income taxes		203			234
Income tax expense		20			31
Net income	$	183		$	203
Earnings per common share - basic and diluted	$	0.06		$	0.06
Weighted average number of common shares outstanding:
Basic		3,175			3,175
Diluted		3,178			3,175

Balance Sheets	June 30, 2009		March 31, 2009
Current assets
Cash	$	841	$	766
Trade accounts receivable, net		5,523		6,794
Inventory, net		2,661		2,588
Prepaid expenses and other current assets		256		208
Total current assets		9,281		10,356
Property and equipment, net		643		727
Goodwill and intangibles, net		3,221		3,292
Other assets		42		56
Total assets	$	13,187	$	14,431
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	3,758	$	4,546
Income tax payable		30		67
Deferred maintenance revenue		3,143		2,072
Bank debt		963		2,545
Auxiliary line of credit		—		—
Current portion of long-term debt		268		331
Total current liabilities		8,162		9,561
Other long-term debt		120		141
Subordinated debt - affiliate		1,000		1,000
Deferred income		25		40
Total liabilities		9,307		10,742
Stockholders’ equity		3,880		3,689
Total liabilities and stockholders’ equity	$	13,187	$	14,431