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 13, 2004
HALIFAX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 1-08964 54-0829246
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
5250 Cherokee Avenue, Alexandria, Virginia 22312
(Address of principal executive offices/Zip Code)
Registrant's telephone number, including area code: (703) 750-2202
Former name, former address, and former fiscal year, if changed since
last report: N/A
FOREWARD-LOOKING STATEMENTS
Some of the information in this report on Form 8-K or the documents
incorporated by reference in this report on form 8-K may contain
forward-looking statements. You can identify these statements by words
or phrases such as "will likely result," "may," "are expected to,"
"will continue to," "is anticipated," "estimate," "projected," "intends
to" or other similar words. These forward-looking statements regarding
our business and prospects are based upon numerous assumptions about
future conditions, which may ultimately prove to be inaccurate. Actual
events and results may materially differ from anticipated results
described in those statements. Forward-looking statements involve
risks and uncertainties described under "Risk Factors" as well as other
portions of the Form 8-K, which could cause our actual results to
differ materially from historical earnings and those presently
anticipated. When considering forward-looking statements, you should
keep those risk factors in mind as well as the other cautionary
statements in this report on Form 8-K. You should not place undue
reliance on any forward-looking statements.
Item 5. Other Events and Regulation FD Disclosure.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
None.
(b) Pro-forma Financial Information
None.
(c) Exhibits
99.1 Transcript of First Quarter Conference Call
Item 12. Results of Operations and Financial Condition
The following information is being provided pursuant to Item
12 - Results of Operations and Financial Condition. Such
information, including the Exhibit attached hereto, shall not
be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934.
On August 11, 2004, Halifax issued a press release reporting
its results for the first quarter of fiscal year 2005 June
30, 2004. A copy of this press release is attached hereto as
an exhibit and is incorporated herein by reference.
The press release contains non-GAAP financial measures. For
purposes of Regulation G of the SEC, a non-GAAP financial
measure is a numerical measure of a registrant's historical
or future financial performance, financial position or cash
flows that excludes amounts, or is subject to adjustments
that have the effect of excluding amounts, that are included
in the most directly comparable measure calculated and
presented in accordance with GAAP in the statement of income,
balance sheet or statement of cash flows (or equivalent
statements) of the issuer; or includes amounts, or is subject
to adjustments that have the effect of including amounts,
that are excluded from the most directly comparable measure
so calculated and presented. In this regard, GAAP refers to
accounting principles generally accepted in the United States
of America. Pursuant to the requirements of Regulation G,
Halifax has provided reconciliation within the earnings
release of the non-GAAP financial measures to the most
directly comparable GAAP financial measures.
The non-GAAP financial measures used by Halifax are:
(i) "Total Portfolio" delinquency information. This non-
GAAP financial measure aggregates delinquency information
related to Halifax's on-balance sheet loan and lease
receivables (the GAAP financial measure) with delinquency
information related to Halifax's off-balance sheet
securitized loan and lease receivables (the information
provided for reconciliation to GAAP; and
(ii) "Total REO." This non-GAAP financial measure aggregates
Halifax's on-balance sheet REO (the GAAP financial measure)
with the REO associated with Halifax's off-balance sheet
securitized loan receivables (the information provided for
reconciliation to GAAP.
The Company presents Total Portfolio and Total REO
information because the volume and credit characteristics of
off-balance sheet securitized loan and lease receivable have
a significant effect on the financial performance of the
Company as a result of the Company's retained interests in
the securitized loans. Retained interests include interest-
only strips and servicing rights. In addition, because the
servicing and collection of Halifax's off-balance sheet
securitized loan and lease receivables are performed in the
same manner and according to the same standards as the
servicing and collection of Halifax's on-balance sheet loan
and lease receivables, expenses related to certain Company
resources, such as personnel and technology, are allocated to
each category based on their pro rata relationship to Total
Portfolio and Total REO.
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: August 13, 2004 By: /s/Joseph Sciacca
Joseph Sciacca
Vice President, Finance & CFO
EXHIBIT INDEX
Exhibit No. Description
99.1 Transcript of First Quarter Conference