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 15, 2012

 

 

 

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, including zip code)

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

 

(Former name or former address, if changed since last report)

 

 

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 (see General Instruction A.2. below):

 

¨ 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 February 16, 2012, 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, 2011, was approximately $63.6 million, and for the three months ended December 31, 2011, was approximately $15.6 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)

 

September 30, September 30,
       Three months ended
December 31, 2011
     Twelve months
ended
December 31, 2011
 

Calculation of Consolidated Net Income

       

Net loss

     $ (12,810    $ (46,062

Less: Gain on asset sales

       (104      (251

Less: Debt extinguishment gain

       —           (479
    

 

 

    

 

 

 

Consolidated Net Income

     $ (12,914    $ (46,792
    

 

 

    

 

 

 

Calculation of Consolidated EBITDA*

       

Consolidated Net Income

     $ (12,914    $ (46,792

Plus: Interest expense

       18,641         74,156   

Plus: Income tax expense

       1,744         6,974   

Plus: Depreciation and amortization expense

       2,854         11,221   

Plus: Non-cash stock-based compensation expense (credit)

       27         (152

Less: Cash paid for phantom stock

       —           (133

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

       3,303         11,900   

Plus: Employee salary deferrals used to purchase Alion common stock

       678         2,958   

Less: Cash paid for ESOP obligations

       (342      (743

Plus: Non-cash LTIP expense

       446         2,412   

Less: Cash paid for LTIP grants

       (20      (2,982

Plus: Non-recurring expenses

       1,230         4,746   
    

 

 

    

 

 

 

Consolidated EBITDA

     $ 15,647       $ 63,565   
    

 

 

    

 

 

 

 

2


* 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.

Consolidated EBITDA is a contractually-defined term that excludes certain non-cash expenses and non-recurring items from EBITDA in order to evaluate our ability to meet our obligations from our continuing operations. Consolidated EBITDA is not defined under GAAP and is not a measure of operating income, operating performance, profitability, cash flows or liquidity presented in accordance with GAAP. Consolidated EBITDA is presented as a measure of our ability to meet contractually-determined debt covenants. Consolidated EBITDA has important limitations on its usefulness as an analytical tool.

 

Item 8.01 Other Events

Alion will host a conference call on February 16, 2012 at 4:00 p.m. EST, 1:00 p.m. PST, to discuss first quarter financial results for Alion’s fiscal year 2012. Participants may join the conference call by dialing 1-866-244-4526 (toll-free) or 1-703-639-1172 ten minutes prior to the start of the conference. The conference code is 1568912. This call is being provided for and is limited to investors in Alion’s debt.

 

3


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 15, 2012

 

ALION SCIENCE AND TECHNOLOGY CORPORATION
By:   /s/ Michael J. Alber
Name:   Michael J. Alber
Title:   Chief Financial Officer

 

 

4