8-K 1 w72890e8vk.htm 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 24, 2009
(ALION LOGO)
ALION SCIENCE AND TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
         
Delaware   333-89756   54-2061691
         
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)
     
10 West 35th Street   1750 Tysons Boulevard
Chicago, IL 60616   Suite 1300
(312) 567-4000   McLean, VA 22102
    (703) 918-4480
 
(Address, including Zip Code and Telephone Number, including
Area Code, of Principal Executive Offices)
     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):
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 8.01 is incorporated herein by reference.
Item 8.01 Other Events
Consolidated EBITDA for the three month period ended December 31, 2008 was approximately $15.6 million, and Consolidated EBITDA for the three month period ended December 31, 2007 was approximately $15.2 million. Consolidated EBITDA is defined in the Credit Agreement dated as of August 2, 2004 among the Company, certain of the Company’s subsidiaries, Credit Suisse First Boston (now known as Credit Suisse) and certain other parties. The calculation and reconciliation to the most comparable financial measure calculated and presented in accordance with GAAP is included in the table below.
Alion Science and Technology Corporation
Non-GAAP Measures — EBITDA and Consolidated EBITDA Calculations
For the Quarters Ended December 31, 2008 and 2007
(Dollars in thousands)
(Unaudited)
                 
    Quarter Ended December 31,  
Calculation of EBITDA   2008     2007  
Net loss
     (2,540 )   $ (8,706 )
Plus: Interest expense
     14,088       13,276  
Plus: Income tax expense
     4       11  
Plus: Depreciation and amortization expense
     4,806       5,027  
 
            
EBITDA
   $ 16,358     $ 9,608  
                 
Calculation of Consolidated EBITDA   2008     2007  
EBITDA
   $ 16,358     $ 9,608  
Plus: Non-cash expenses with respect to the stock appreciation rights, phantom stock and long-term incentive plans
     (3,829 )     2,046  
Plus: Non-cash contributions to the ESOP (including Company 401-k match)
     2,469       2,335  
Plus: Any nonrecurring charges and adjustments by third-party valuation firm that prepares valuation reports in connection with the ESOP
     592       1,174  
Minus: to the extent included in net income (or net loss), any extraordinary gains and all non-cash items of income
     —       —  
 
            
Consolidated EBITDA
   $ 15,590     $ 15,163  
 
1)   The Company believes that the presentation of EBITDA enhances an investor’s understanding of its financial performance. The Company believes that EBITDA is a useful financial metric to assess its operating performance from period to period by excluding certain items, such as the effect of amortization of the substantial amount of intangible assets on its balance sheet. The Company’s use of the term EBITDA may vary from others in its industry. The term EBITDA is not a measure under U.S. GAAP and EBITDA is not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP and is subject to important limitations on its usefulness as an analytical tool.
 
2)   The Company believes that the presentation of Consolidated EBITDA enhances an investor’s understanding of its financial performance. The Company believes that Consolidated EBITDA is a useful financial metric to assess its operating performance from period to period by excluding certain items, such as certain non-cash items that have no effect on its cash available for operations and certain non-recurring items, that the Company believes are not representative of its core business. The Company’s use of the term Consolidated EBITDA may vary from others in its industry. The term Consolidated EBITDA is not defined under U.S. GAAP and Consolidated EBITDA is not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP and is subject to important limitations on its usefulness as an analytical tool. A reconciliation of EBITDA, which is reconciled to the most directly comparable U.S. GAAP measure, which is net loss, has been provided above.
Consolidated EBITDA for the twelve month period ended December 31, 2008 was approximately $61.8 million, and Consolidated EBITDA for the twelve month period ended December 30, 2007 was approximately $73.4 million. Year-to-date adjustments to Consolidated EBITDA were primarily the result of costs associated with executive severance and third-party financing. The calculation and reconciliation to the most comparable financial measure calculated and presented in accordance with GAAP is included in the table below.

 

 

Alion Science and Technology Corporation
Non-GAAP Measures — EBITDA and Consolidated EBITDA Calculations
For the Twelve Month Periods Ended December 31, 2008 and 2007
(Dollars in thousands)
(Unaudited)
                 
    Twelve Months Ended  
    December 31,  
Calculation of EBITDA   2008     2007  
Net loss
   $ (19,168 )   $ (37,364 )
Plus: Interest expense
     48,193       50,144  
Plus: Loss on retirement of debt
     —       6,170  
Plus: Income tax expense
     (20 )     12  
Plus: Depreciation and amortization expense
     20,494       21,196  
 
            
EBITDA
   $ 49,500     $ 40,158  
                 
Calculation of Consolidated EBITDA   2008     2007  
EBITDA
   $ 49,500     $ 40,158  
Plus: Non-cash expenses with respect to the stock appreciation rights, phantom stock and long-term incentive plans
     (5,375 )     6,793  
Plus: Non-cash contributions to the ESOP (including Company 401-k match)
     9,915       9,787  
Plus: Any nonrecurring charges and adjustments by third-party valuation firm that prepares valuation reports in connection with the ESOP
     7,437       19,943  
Minus: to the extent included in net income (or net loss), any extraordinary gains and all non-cash items of income
     295       (3,320 )
 
            
Consolidated EBITDA
   $ 61,773     $ 73,361  
 
1)   The Company believes that the presentation of EBITDA enhances an investor’s understanding of its financial performance. The Company believes that EBITDA is a useful financial metric to assess its operating performance from period to period by excluding certain items, such as the effect of amortization of the substantial amount of intangible assets on its balance sheet. The Company’s use of the term EBITDA may vary from others in its industry. The term EBITDA is not a measure under U.S. GAAP and EBITDA is not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP and is subject to important limitations on its usefulness as an analytical tool.
 
2)   The Company believes that the presentation of Consolidated EBITDA enhances an investor’s understanding of its financial performance. The Company believes that Consolidated EBITDA is a useful financial metric to assess its operating performance from period to period by excluding certain items, such as certain non-cash items that have no effect on its cash available for operations and certain non-recurring items, that the Company believes are not representative of its core business. The Company’s use of the term Consolidated EBITDA may vary from others in its industry. The term Consolidated EBITDA is not defined under U.S. GAAP and Consolidated EBITDA is not a measure of operating income, operating performance or liquidity presented in accordance with U.S. GAAP and is subject to important limitations on its usefulness as an analytical tool. A reconciliation of EBITDA, which is reconciled to the most directly comparable U.S. GAAP measure, which is net loss, has been provided above.

 

 

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 24, 2009
         
  ALION SCIENCE AND TECHNOLOGY CORPORATION
 		  
  By:   /s/ Michael J. Alber    
    Name:   Michael J. Alber   
    Title:   Chief Financial Officer