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): October 30, 2008

HALIFAX CORPORATION OF VIRGINIA

(Exact name of registrant as specified in its charter)

Virginia	1-08964	54-0829246
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		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 October 30, 2008, Halifax Corporation issued a press release reporting its financial results for the second quarter ended September 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 October 30, 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: October 30, 2008	By:	/s/ Joseph Sciacca
		Joseph Sciacca
		Vice President, Finance & CFO

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 30, 2008

EX-99.1

Exhibit 99.1

HALIFAX ANNOUNCES SECOND QUARTER FINANCIAL RESULTS

“Net Income continues to improve”

ALEXANDRIA, VA — October 30, 2008 — Halifax Corporation (AMEX:HX) today announced its financial results for the quarter ended September 30, 2008.

Revenues for the second quarter of fiscal 2009 were $8.9 million versus $11.9 for the same period in fiscal 2008. The revenue decline was primarily attributable to the termination of certain large nationwide enterprise maintenance contracts, including the loss of a large aeronautical manufacturing customer.

Gross profit margin for the year’s second quarter was $1.4 million, or 16% of revenues, compared to $1.6 million or, 13% of revenues, for the same period a year ago. Operating income was $347,000 for the quarter ended September 30, 2008 compared to $402,000 for the same period the prior year.

The Company reported net income of $227,000, or $0.07 per basic and diluted share for the quarter ended September 30, 2008, compared to net income of $202,000, or $0.06 per basic and diluted share, for the quarter ended September 30, 2007.

Charles McNew, President and Chief Executive Officer, stated, “Our profitability profile continues to improve. We have worked diligently to drive down our costs of service delivery which combined with the mix of new business is generating growing margins.

Cash flow is improving quarter on quarter and we have returned to positive working capital levels.

While the economic environment remains difficult and uncertain, our new service model, which has positioned the Company as a leader in global supply chain solutions for the middle market, is generating a viable means for the Company to return to market share expansion and long term growth.”

For the six months ended September 30, 2008 revenues were $17.9 million compared to $24.4 million for the same period last year. The gross profit margin was $2.9 million, or 16% of revenues, for the first half of the current year compared to $3.0 million or 12% of revenues for the first half of last year. Operating income was $664,000 for the first half of fiscal 2009 versus $722,000 for the same period a year ago. Net Income for the first half of the current year was $430,000, or $0.14 per basic and diluted share, versus $337,000, or $0.11 per basic and diluted share, for the first half of last year.

The Company will host a conference call for investors at 11 a.m. EDT on Thursday, October 30, 2008, 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. EDT on Thursday, October 30, 2008, to 1 p.m. EDT on Friday, October 31, 2008. The replay number is 800-633-8284 for U.S. callers and 402-977-9140 for international callers. The reservation number is 21397925.

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 000’s except per share amounts)

Statements of operations	For the three months ended September 30,						For the six months ended September 30,
(Unaudited)	2008			2007			2008			2007
Revenues	$	8,906		$	11,925		$	17,923		$	24,386
Cost of services		7,505			10,370			15,009			21,349
Gross Profit		1,401			1,555			2,914			3,037
Selling, marketing, general & administrative		1,054			1,153			2,250			2,315
Operating income		347			402			664			722
Other income		1			8			1			19
Interest expense		(93	)		(188	)		(176	)		(379	)
Income before income taxes		255			222			489			362
Income tax expense		28			20			59			25
Net income	$	227		$	202		$	430		$	337
Earnings per common share — basic and diluted	$	.07		$	.06		$	.14		$	.11
Weighted average number of common shares outstanding:
Basic		3,175			3,175			3,175			3,175
Diluted		3,175			3,179			3,177			3,180

Balance Sheets

	September 30, 2008		March 31, 2008
	(Unaudited)
Current assets
Cash	$	550	$	232
Trade accounts receivable, net		6,120		10,206
Inventory, net		3,048		3,240
Prepaid expenses and other current assets		232		220
Total current assets		9,950		13,898
Property and equipment, net		804		1,001
Goodwill and intangibles, net		3,436		3,580
Other assets		99		111
Total assets	$	14,289	$	18,590
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	4,033	$	5,280
Deferred maintenance revenue		2,742		4,309
Current portion of long-term debt		284		276
Bank debt		2,689		4,448
Auxiliary line of credit		—		60
Income taxes payable		93		35
Total current liabilities		9,841		14,408
Other long-term debt		177		325
Subordinated debt — affiliate		1,000		1,000
Deferred income		69		99
Total liabilities		11,087		15,832
Stockholders’ equity		3,202		2,758
Total liabilities and stockholders’ equity	$	14,289	$	18,590