UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2011
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) |
Registrants 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:
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 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 May 19,
2011, the following non-public information.
Consolidated EBITDA (as defined in the Companys Credit Agreement dated as of March 22, 2010) for
the twelve month period ended March 31, 2011, was approximately $65.1 million, and for the three
month period ended March 31, 2011, was approximately $16.3 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)
(Dollars in thousands)
(Unaudited)
Three months | Twelve months | |||||||
ended March 31, | ended March 31, | |||||||
2011 | 2011 | |||||||
Calculation of Consolidated Net Income |
||||||||
Net income/(loss) |
$ | (9,668 | ) | $ | (37,256 | ) | ||
Less: Income of any subsidiary to the extent dividends are not permitted |
0 | 0 | ||||||
Less: Income/(loss) of any subsidiary accrued prior to close of an acquisition |
0 | 0 | ||||||
Less: Gain/(loss) on asset sales |
(148 | ) | (2,742 | ) | ||||
Less: Income/(loss) from early extinguishment of debt |
0 | (460 | ) | |||||
Consolidated Net Income |
$ | (9,816 | ) | $ | (40,458 | ) | ||
Calculation of Consolidated EBITDA* |
||||||||
Consolidated Net Income |
$ | (9,816 | ) | $ | (40,458 | ) | ||
Plus: Interest expense |
18,419 | 73,453 | ||||||
Plus: Income tax expense |
1,744 | 6,877 | ||||||
Plus: Depreciation and amortization expense |
2,815 | 14,094 | ||||||
Plus: Non-cash expense SAR, Phantom Stock, Warrants |
109 | (139 | ) | |||||
Less: Cash payments SAR, Phantom Stock, Warrants |
0 | (1,293 | ) | |||||
Plus: Non-cash contributions ESOP/401(k) match |
2,462 | 9,972 | ||||||
Less: Cash payments ESOP obligations |
0 | (558 | ) | |||||
Plus: Non-cash charges/expenses LTIP |
94 | 4,065 | ||||||
Less: Cash payments non-cash charges/expenses LTIP |
(74 | ) | (3,353 | ) | ||||
Plus: NREs |
565 | 2,439 | ||||||
Consolidated EBITDA |
$ | 16,318 | $ | 65,099 | ||||
* | We believe Consolidated EBITDA can be useful in assessing operating performance and in comparing
our performance to other companies in the same industry. EBITDA (earnings before interest, taxes,
depreciation and amortization) is a common financial metric in the government contracting industry,
in part because it excludes from performance the effects of a companys capital structure, in
particular taxes and interest. EBITDA is not a measure under generally accepted accounting
principles in the United States of America (GAAP). It 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 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 has important limitations on its usefulness as an
analytical tool. |
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Item 8.01 Other Events
Alion will host a conference call
on May 19, 2011 at 2:30 p.m. EST, 11:30 a.m. PST, to discuss second quarter
financial results for Alions fiscal year 2011. Participants may join the conference call by
dialing 1-866-259-6033 (toll-free) or 1-703-639-1219 ten minutes prior to the start of the
conference. This call is being provided for and is limited to investors in Alions debt.
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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: May 18, 2011
ALION SCIENCE AND TECHNOLOGY CORPORATION
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By: | /s/ Michael J. Alber | |||
Name: | Michael J. Alber | |||
Title: | Chief Financial Officer |
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