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 8, 2013
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 August 9, 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 June 30, 2013, was approximately $72.3 million, and for the three months ended June 30, 2013, was approximately $18.3 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 June 30, 2013 |
Twelve months ended June 30, 2013 |
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| Calculation of Consolidated Net Income |
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| Net loss |
$ | (7,087 | ) | $ | (36,766 | ) | ||
| Less: Gain on asset sales |
— | (157 | ) | |||||
| Less: Debt extinguishment gain |
(1,966 | ) | (1,966 | ) | ||||
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| Consolidated Net Income |
$ | (9,053 | ) | $ | (38,889 | ) | ||
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| Calculation of Consolidated EBITDA |
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| Consolidated Net Income |
$ | (9,053 | ) | $ | (38,889 | ) | ||
| Plus: Interest expense |
18,982 | 75,618 | ||||||
| Plus: Income tax expense |
1,744 | 6,974 | ||||||
| Plus: Depreciation and amortization expense |
1,316 | 9,040 | ||||||
| Plus: Non-cash stock-based compensation expense |
21 | 19 | ||||||
| Less: Cash paid for stock-based compensation |
— | — | ||||||
| Plus: Non-cash ESOP and 401(k) contributions |
3,323 | 13,759 | ||||||
| Plus: Employee salary deferrals used to purchase Alion common stock |
528 | 2,061 | ||||||
| Less: Cash paid for ESOP obligations |
(595 | ) | (1,635 | )* | ||||
| Plus: Non-cash LTIP expense |
(7 | ) | 2,218 | |||||
| Less: Cash paid for LTIP grants |
(362 | ) | (2,263 | ) | ||||
| Plus: Non-recurring expenses |
2,358 | 5,411 | ||||||
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| Consolidated EBITDA |
$ | 18,255 | $ | 72,313 | ||||
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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.
| * | The amount deducted from trailing twelve-month Consolidated EBITDA for cash paid for ESOP obligations includes approximately $681 thousand for payments made in the quarter ended March 31, 2013. This amount was not previously reported by Alion. This information was not available when the Company filed its Current Report on Form 8-K on May 14, 2013 to provide its Regulation FD disclosure of Consolidated EBITDA for the quarter ended March 31, 2013. |
| Item 8.01 | Other Events |
Alion will host a conference call on August 9, 2013 at 11:00 a.m. EDT, 8:00 a.m. PDT, to discuss second quarter financial results for Alion’s fiscal year 2013. Participants may join the conference call by dialing (866) 219-5269 (toll-free) or (703) 639-1121 ten minutes prior to the start of the conference. The conference code is 1620441. This call is being provided for and is limited to investors in Alion’s debt.
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: August 8, 2013
| ALION SCIENCE AND TECHNOLOGY CORPORATION | ||
| By: | /s/ Barry M. Broadus | |
| Name: | Barry M. Broadus | |
| Title: | Chief Financial Officer | |