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): February 16, 2010

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)	(IRS 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 or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously 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 February 16, 2010, Halifax Corporation of Virginia issued a press release reporting its financial results for the third quarter ended December 31, 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.

2

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 16, 2010

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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: February 16, 2010	By:	/s/ Robert Drennen
		Robert Drennen
		Vice President, Finance & CFO

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release dated February 16, 2010

5

EX-99.1

Exhibit 99.1

For investor relations information, contact:
Halifax Corporation of Virginia
Robert Drennen (717)-506-4700 or rdrennen@hxcorp.com

HALIFAX ANNOUNCES
THIRD QUARTER FINANCIAL RESULTS

ALEXANDRIA, VA — February 16, 2010 — Halifax Corporation of Virginia (HALX.PK OTC) today announced its financial results for the quarter December 31, 2009.

Revenues for the three months ended December 31, 2009 were $7.7 million compared to $8.1 million for the prior year. For the nine months ended December 31, 2009, revenues were $23.0 million compared to $26.0 million for the same period last year. The decrease in revenues for the quarter and the nine months ended December 31, 2009 was attributable to the termination of certain large nation-wide enterprise maintenance contracts and lengthening sales cycles as a result of continued economic uncertainties.

The Company reported operating income of $85,000 for the three months ended December 31, 2009, compared to operating income of $318,000 for the same period last year. For the nine months ended December 31, 2009, the Company reported operating income of $323,000 compared to $982,000 for the same nine month period of 2008. The reduction in operating income was due to lower revenues as well as transaction costs incurred during the three month period associated with the Company’s delisting of its common stock and other deal costs related to the Company’s pending merger transaction.

The Company reported net income of $26,000, or $.01 per basic and diluted share for the three months and $253,000, or $.08 per basic and diluted share for the nine months ended December 31, 2009.

Charles McNew, President and Chief Executive Officer, stated, “The current quarter revenues increased modestly over the second quarter of the current year, although profitability was down due to transaction costs of approximately $91,000 for the quarter. We are pleased to continue our string of profitable quarters and we continue to remain reasonably optimistic looking forward, given the pressures in the maintenance service marketplace and the economic environment in general.”

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 Dec 31,						For the nine months ended Dec 31,
Statements of operations	2009			2008			2009			2008
Revenues	$	7,659		$	8,120		$	22,963		$	26,043
Cost of services		6,526			6,826			19,658			21,835
Gross profit		1,133			1,294			3,305			4,208
Selling, marketing, general & administrative		957			976			2,891			3,226
Transaction costs		91			—			91			—
Operating income		85			318			323			982
Other income		1			1			154			2
Interest expense		(59	)		(80	)		(189	)		(256	)
Income before income taxes		27			239			288			728
Income tax expense		1			7			35			66
Net income	$	26		$	232		$	253		$	662
Earnings per common share-basic and diluted	$	0.01		$	0.07		$	0.08		$	0.21
Weighted average number of common shares outstanding:
Basic		3,175,206			3,175,206			3,175,206			3,175,206
Diluted		3,182,643			3,175,206			3,183,732			3,176,166

Balance Sheets	At December 31, 2009		At March 31, 2009
Current assets
Cash	$	187	$	766
Trade accounts receivable, net		5,936		6,794
Inventory, net		2,589		2,588
Prepaid expenses and other current assets		428		208
Total current assets		9,140		10,356
Property and equipment, net		664		727
Goodwill and intangibles, net		3,103		3,292
Other assets		38		56
Total assets	$	12,945	$	14,431
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	3,569	$	4,546
Income tax payable		41		67
Deferred maintenance revenue		2,330		2,072
Bank debt		1,715		2,545
Current portion of long-term debt		186		331
Total current liabilities		7,841		9,561
Other long-term debt		139		141
Subordinated debt-affiliate		1,000		1,000
Deferred income		—		40
Total liabilities		8,980		10,742
Stockholders’ equity		3,965		3,689
Total liabilities and stockholders equity	$	12,945	$	14,431