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 17, 2009

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 February 17, 2009, Halifax Corporation issued a press release reporting its financial results for the third quarter ended December 31, 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 February 17, 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: February 17, 2009	By:	/s/ Joseph Sciacca
		Joseph Sciacca
		Vice President, Finance & CFO

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 17, 2009

EX-99.1

Exhibit 99.1

HALIFAX ANNOUNCES THIRD QUARTER FINANCIAL RESULTS

“Net Income Grows for Third Consecutive Quarter”

ALEXANDRIA, VA — February 17, 2009 — Halifax Corporation of Virginia (NYSE Alternext US: HX) today announced its financial results for the quarter ended December 31, 2008.

Revenues for the third quarter of fiscal 2009 were $8.1 million versus $10.4 million 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 during fiscal 2008.

Gross profit margin for the year’s third quarter was $1.3 million, or 16% of revenues, compared to $299,000, or 3% of revenues for the same period a year ago. Operating income was $318,000 for the quarter ended December 31, 2008 compared to an operating loss of $1.7 million for the same period the prior year.

The Company reported net income of $232,000, or $0.07 basic and diluted per share for the quarter ended December 31, 2008, compared to a net loss of $1.8 million, or $(0.58) basic and diluted per share, for the quarter ended December 31, 2007.

Charles McNew, President and Chief Executive Officer, stated, “Once again 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.

Working capital is growing and as a result of positive cash flow, our bank debt levels continue to decline.

As previously indicated, while the economic environment remains difficult and uncertain, we believe our new service model has positioned the Company as a leader in global supply chain solutions for the middle market and will generate a viable means for our Company to return to market share expansion and long term growth.”

For the nine months ended December 31, 2008 revenues were $26.0 million compared to $34.8 million for the same period last year. The gross profit margin was $4.2 million, or 16% of revenues for the first nine months of the current year compared to $3.3 million or 10% of revenues for the first nine months of last year. Operating income was $982,000 for the first nine months of fiscal 2009 versus an operating loss of $961,000 for the same period a year ago. Net income for the nine months ended December 31, 2008 was $662,000, or $0.21 basic and diluted per share, versus a loss of $1.5 million, or $(0.47) basic and diluted per share for the same period last year.

The Company will host a conference call for investors at 2 p.m. EST on Tuesday, February 17, 2009, to review the financial and operational results for the quarter. The conference call phone number is 800-925-3017 for U.S. callers and 212-231-2906 for international callers. The conference call replay will be available from 4 p.m. EST on Tuesday, February 17, 2009, to 4 p.m. EST on Wednesday, February 18, 2009. The replay number is 800-633-8284 for U.S. callers and 402-977-9140 for international callers. The reservation number is 21414895.

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 December 31,						For the nine months ended December 31,
	2008			2007			2008			2007
Statements of operations
Revenues	$	8,120		$	10,494		$	26,043		$	34,880
Operating costs and expenses		6,826			10,195			21,835			31,545
Gross profit		1,294			299			4,208			3,335
Selling, marketing, general & administrative		976			1,114			3,226			3,428
Provision for loss from settlement of litigation		—			410			—			410
Transaction costs		—			458			—			458
Operating income (loss)		318			(1,683	)		982			(961	)
Other income		1			8			2			27
Interest expense		(80	)		(155	)		(256	)		(534	)
Income (loss) before income taxes		239			(1,830	)		728			(1,468	)
Income tax expense		7			5			66			30
Net (loss) income	$	232		$	(1,835	)	$	662		$	(1,498	)
Earnings per common share — basic:	$	.07		$	(.58	)	$	.21		$	(.47	)
Earnings per common share — diluted:	$	.07		$	(.58	)	$	.21		$	(.47	)
Weighted average number of common shares outstanding:
Basic		3,175			3,175			3,175			3,175
Diluted		3,175			3,175			3,176			3,175

	December 31, 2008		March 31, 2008
Balance Sheets
Current assets
Cash	$	846	$	232
Trade accounts receivable, net		5,389		10,206
Inventory, net		2,809		3,240
Prepaid expenses and other current assets		246		220
Total current assets		9,290		13,898
Property and equipment, net		852		1,001
Goodwill and intangibles, net		3,364		3,580
Other assets		59		111
Total assets	$	13,565	$	18,590
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	4,507	$	5,280
Deferred maintenance revenue		1,936		4,309
Current portion of long-term debt		327		276
Bank debt		1,987		4,448
Auxiliary line of credit		—		60
Income taxes payable		96		35
Total current liabilities		8,853		14,408
Other long-term debt		216		325
Subordinated debt — affiliate		1,000		1,000
Deferred income		55		99
Total liabilities		10,124		15,832
Stockholders’ equity		3,441		2,758
Total liabilities and stockholders’ equity	$	13,565	$	18,590