8-K 1 d679564d8k.htm 8-K 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 14, 2014

 

 

 

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

On February 14, 2014, Alion Science and Technology Corporation (Alion or the Company) disclosed 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 December 31, 2013, was approximately $69.5 million, and for the three months ended December 31, 2013, was approximately $15.3 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
December 31,
2013
    Twelve months
ended
December 31,
2013
 

Calculation of Consolidated Net Income

    

Net loss

   $ (18,462   $ (44,032

Less: Gain on asset sales

     —          (157

Less: Debt extinguishment gain

     —          (3,913
  

 

 

   

 

 

 

Consolidated Net Income

   $ (18,462   $ (48,102
  

 

 

   

 

 

 

Calculation of Consolidated EBITDA

    

Consolidated Net Income

   $ (18,462   $ (48,102

Plus: Interest expense

     18,948        75,728   

Plus: Income tax expense

     1,745        6,978   

Plus: Depreciation and amortization expense

     1,305        6,166   

Plus: Non-cash stock-based compensation expense

     1        (228

Less: Cash paid for stock-based compensation

     —          —     

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

     3,576        14,023   

Plus: Employee salary deferrals used to purchase Alion common stock

     412        1,834   

Less: Cash paid for ESOP obligations

     (238     (1,515

Plus: Non-cash LTIP expense

     804        2,343   

Less: Cash paid for LTIP grants

     —          (1,816

Plus: Non-recurring expenses

     7,216        14,130   
  

 

 

   

 

 

 

Consolidated EBITDA

   $ 15,307      $ 69,541   
  

 

 

   

 

 

 

EBITDA (earnings before interest, taxes, depreciation and amortization) is not a measure under accounting principles generally accepted 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: February 18, 2014

 

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