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): November 14, 2005

HALIFAX CORPORATION

(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 November 14, 2005, Halifax Corporation issued a press release reporting its results for the second quarter of fiscal year 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, 2005

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, 2005	By:	/s/Joseph Sciacca
		Joseph Sciacca
		Vice President, Finance & CFO

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 14, 2005

EX-99.1

Exhibit 99.1

HALIFAX ANNOUNCES SECOND QUARTER
FINANCIAL RESULTS
Revenues Up 25% Compared to Prior Year’s Second Quarter

ALEXANDRIA, VA — November 14, 2005 — Halifax Corporation (AMEX:HX) today announced its financial results for the quarter ended September 30, 2005.

Revenues for the second quarter of fiscal 2006 were $14.0 million versus $11.2 million for the same period in fiscal 2005, an increase of 25%. The revenue increase resulted from growth within existing contracts and the inclusion of the AlphaNational acquisition, which closed in September of 2004.

The operating loss for the second quarter of 2006 was $170,000 versus an operating loss of $623,000 for the comparable quarter of last year. Revenue growth and a fixed cost containment program are facilitating the reduction in operating losses. Income from discontinued operations was $540,000 for the quarter ended September 30, 2004, compared to $0 for the current quarter. With the sale of its Secure Network Services business on June 30, 2005, for $12.5 million, the financial performance of this business area is being classified, for accounting purposes, as a discontinued operation. The net gain on the sale of approximately $5.6 million is being deferred until certain contract novation contingencies are resolved.

For the quarter ended September 30, 2005, the Company reported a net loss of $172,000, or $0.05 per share, compared to net income of $44,000, or $0.02 per basic and $0.01 per diluted share, for the same quarter last year.

According to Charles McNew, president and chief executive officer, “The cash infusion from the previously announced sale of our Secure Network Services business has significantly improved our financial position. We have reduced long-term debt and enhanced working capital flexibility. As soon as our contract novation process is completed, we will be able to recognize the $5.6 million gain on the sale of the Secure Network Services business, further strengthening our balance sheet.”

He added, “The combination of our continued solid revenue growth with an aggressive fixed cost containment program puts us in a strong position for a return to profitability. Our singular focus on the enterprise maintenance business is paying off, improving our position for performance on long-term growth opportunities.”

For the six months ended September 30, 2005, revenues were $28.6 million compared to $21.9 million for the same period last year, an increase of 31%. The operating loss for the six months ended September 30, 2005, was $313,000 versus $908,000 for the same

period last year. Income from discontinued operations for the six months ended September 30, 2005, was $310,000, compared to $907,000 for the comparable period of the prior year. The net loss for the six months ended September 30, 2005, was $96,000, or $0.03 per share, versus net income of $135,000, or $0.05 per basic and diluted share, for the six months ended September 30, 2004.

McNew added, “Our marketplace is characterized by competitive pricing pressures and enhanced service requirements. Our innovative approach to service delivery has enabled us to grow in a market that continues to undergo a consolidation. We are evaluating various strategic alternatives to further position our Company for near- and long-term growth and profitability.”

The Company will host a conference call for investors at 11 a.m. EST on Monday, November 14, 2005, to review the financial and operational results for the quarter. The conference call phone number is 888-343-7144 for U.S. callers and 415-537-1962 for international callers. The conference call replay will be available from 12 p.m. EST on Monday, November 14, 2005, to 12 p.m. EST on Tuesday, November 15, 2005. The replay number is 800-633-8284 for U.S. callers and 402-977-9141 for international callers. The reservation number is 21268601.

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 amounts)

Statements of operations	For the three months ended September 30,						For the six months ended September 30,
	2005			2004			2005			2004
Revenues	$	13,958		$	11,198		$	28,637		$	21,866
Cost of services		12,864			10,363			26,361			19,938
Selling, marketing, general & administrative		1,264			1,279			2,589			2,657
Abandonment of facilities		—			179			—			179
		14,128			11,821			28,950			22,774
Operating (loss)		(170	)		(623	)		(313	)		(908	)
Other income		5			3			5			3
Interest expense		(105	)		(160	)		(322	)		(299	)
(Loss) before income taxes		(270	)		(780	)		(630	)		(1,204	)
Income tax expense (benefit)		(98	)		(284	)		(224	)		(432	)
(Loss) from continuing operations		(172	)		(496	)		(406	)		(772	)
Income from discontinued operations (net)		—			540			310			907
Net income	$	(172	)	$	44		$	(96	)	$	135
Earnings (loss) per common share — basic:
Continuing operations	$	(.05	)	$	(.17	)	$	(.13	)	$	(.26	)
Discontinued operations		.00			.19			.10			.31
		(.05	)		.02			(.03	)		.05
Earnings (loss) per common share — diluted:
Continuing operations	$	(.05	)	$	(.17	)	$	(.13	)	$	(.26	)
Discontinued operations		.00			.18			.10			.31
		(.05	)		.01			(.03	)		.05
Weighted average number of common shares outstanding:
Basic		3,172			2,927			3,172			2,920
Diluted		3,191			2,970			3,192			2,971

Balance Sheets	September 30, 2005		March 31, 2005
Current assets
Cash	$	2,520	$	1,264
Trade accounts receivable, net		10,064		12,468
Inventory, net		5,870		5,600
Prepaid expenses and other current assets		337		487
Deferred tax asset		864		3,814
Total current assets		19,655		23,633
Property and equipment, net		1,289		1,608
Goodwill and intangibles, net		7,276		7,438
Other assets		136		141
Deferred tax asset		930		930
Total assets	$	29,286	$	33,750
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	6,799	$	10,731
Deferred gain on sale		5,611		—
Deferred maintenance revenue		2,866		3,776
Income taxes payable		627
Current portion of long-term debt		175		679
Total current liabilities		16,078		15,186
Long-Term bank debt		5,630		9,463
Other long-term debt		—		3
Subordinated debt — affiliate		1,000		2,400
Deferred income		248		278
Total liabilities		22,956		27,330
Stockholders’ equity		6,330		6,420
Total liabilities and stockholders’ equity	$	29,286	$	33,750