8-K 1 d649545d8k.htm FORM 8-K FORM 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): December 24, 2013

 

 

 

LOGO

ALION SCIENCE AND TECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   333-89756   54-2061691

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

1750 Tysons Boulevard

Suite 1300

McLean, VA 22102

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (703) 918-4480

 

 

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:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ 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 information in this report set forth under Item 7.01 is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

Alion Science and Technology Corporation (Alion or the Company) intends to disclose on December 24, 2013, the following non-public information.

Consolidated EBITDA (as defined in the Company’s Credit Agreement dated as of March 22, 2010, as amended) for the twelve months ended September 30, 2013, was approximately $71.0 million, and for the three months ended September 30, 2013, was approximately $16.9 million. The calculation and reconciliation to the most comparable financial measure calculated and presented in accordance with GAAP is included in the table below.

Non-GAAP Measures—Consolidated Net Income and Consolidated EBITDA Calculations

(Dollars in thousands)

(Unaudited)

 

    Three months ended
September 30, 2013		     Twelve months ended
September 30, 2013		  

Calculation of Consolidated Net Income

    

Net loss

   $ (9,352 )    $ (36,591 ) 

Less: Gain on asset sales

     —          (157 ) 

Less: Debt extinguishment gain

     (1,947 )      (3,913 ) 
 

 

 

    

 

 

  

Consolidated Net Income

   $ (11,299 )    $ (40,661 ) 
 

 

 

    

 

 

  

Calculation of Consolidated EBITDA

    

Consolidated Net Income

   $ (11,299 )    $ (40,661 ) 

Plus: Interest expense

     18,886        75,700   

Plus: Income tax expense

     1,746        6,977   

Plus: Depreciation and amortization expense

     1,424        7,348   

Plus: Non-cash stock-based compensation expense

    (298 )      (219 ) 

Less: Cash paid for stock-based compensation

     —          —     

Plus: Non-cash ESOP and 401(k) contributions

     3,305        13,844   

Plus: Employee salary deferrals used to purchase Alion common stock

     402        1,968   

Less: Cash paid for ESOP obligations

    (1 )      (1,636 ) 

Plus: Non-cash LTIP expense

    804        2,281   

Less: Cash paid for LTIP grants

     (1,429 )      (1,843 ) 

Plus: Non-recurring expenses

     3,352        7,242   
 

 

 

    

 

 

  

Consolidated EBITDA

   $ 16,892      $ 71,001   
 

 

 

    

 

 

  

EBITDA (earnings before interest, taxes, depreciation and amortization) is not a measure under generally accepted accounting principles in the United States of America (GAAP). EBITDA is a common non-GAAP financial metric in the government contracting industry, in part because it excludes from performance the effects of a company’s capital structure, in particular taxes and interest. EBITDA does not measure operating income, profitability, cash flows or liquidity in accordance with GAAP. EBITDA has important limitations on its usefulness as an analytical tool.

Alion’s Credit Agreement includes the contractually defined term “Consolidated EBITDA.” Under Alion’s Credit Agreement, Consolidated EBITDA is used to measure our ability to meet our debt covenants. Consolidated EBITDA also is not defined under GAAP and does not measure operating income, operating performance, profitability, cash flow or liquidity in accordance with GAAP, and it also has important limitations on its usefulness as an analytical tool. As reflected in the table above, Consolidated EBITDA adjusts Consolidated Net Income by adding back certain non-cash expenses and deducting certain cash payments.

SIGNATURES

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.

Date: December 24, 2013

 

ALION SCIENCE AND TECHNOLOGY CORPORATION
/s/ Barry M. Broadus
Name:   Barry M. Broadus
Title:   Chief Financial Officer