Wireless Facilities, Inc. Acquires Defense Systems, Incorporated
Wireless Facilities, Inc. Acquires Defense Systems, Incorporated
August 4, 2004 at 12:00 AM EDT
Wireless Facilities, Inc. Acquires Defense Systems, IncorporatedSAN DIEGO, Calif., Aug 4, 2004 /PRNewswire-FirstCall via COMTEX/ -- Wireless Facilities, Inc. (Nasdaq: WFII), a global leader in the design, deployment, and management of wireless communication networks and security systems, today announced that it has acquired Defense Systems, Incorporated (DSI). Headquartered in Manassas, Virginia, DSI provides a full range of information technology and logistics automation services to federal government and commercial clients, with a strategic focus on providing end-to-end total RFID solutions.
The cash transaction is valued at approximately $6.6 million, subject to certain post-closing adjustments. Additional consideration of up to $3.2 million can be earned by the former major stockholders of DSI over an 18 month period based upon performance milestones related to certain specified contracts. WFI expects no material impact to its 2004 revenues and profit as a result of this acquisition.
Founded in 1997, DSI's services include system architecture design, system software development, software and data integration/synchronization, database development, and systems integration. Key areas of expertise include functional logistics management, asset tracking, supply chain management, data mining and data warehousing. An emerging player in the growing RFID market, DSI leverages its functional understanding of the logistics process with its core competency in data integration/synchronization to assist customers with RFID compliance and with ensuring in-transit and total asset visibility.
"The acquisition of DSI is a very strategic and important move for WFI," said Eric M. DeMarco, President and CEO of WFI. "DSI has done an exceptional job of building a solid customer base that includes both the Army's Program Executive Office for Automatic Identification Technology and the Defense Information Systems Agency. The Company has also been very successful at establishing a stake hold in the rapidly growing logistics automation market. As the need for RFID solutions expands, WFI will now be able to leverage its fundamental expertise in RF engineering, wireless data networks, and the integration of in-building technologies to provide complete network design, deployment and maintenance solutions to both government and commercial customers."
"We are excited to be part of a technology-rich, customer-savvy company such as Wireless Facilities," commented Ken Jensen, Co-Founder and President of DSI. "We believe that the combination of our RFID, Logistics and technology consulting expertise with WFI's leadership in wireless engineering and systems integration will provide a comprehensive and extremely attractive solution offering."
Logistics automation and RFID technology are being adopted rapidly, fueled largely by government agencies such as the Department of Defense, and large commercial enterprises such as WalMart, who require that vendors move to an RFID-based system in the future. By their very design, RFID solutions pose unique RF engineering and implementation challenges: tags made of various materials are encoded with digital information that must be read in a variety of adverse physical and environmental conditions. WFI's longstanding experience in RF engineering and systems integration for wireless telecommunications carriers and enterprise customers provides an ideal solution to the variety of challenges inherent in deploying RFID systems. The RFID market is currently estimated to be valued at $1.5-2 billion in 2005.
DSI will become part of WFI's growing Government Services Division. This latest move follows WFI's January purchase of High Technology Solutions, Inc (HTS), a provider of communications systems engineering and operational outsourcing services to federal government agencies. The acquisition of HTS and the formation of WFI's Government Services Division demonstrate the Company's ongoing commitment to providing both government and commercial markets with a complete range of valuable communications network solutions.
"This acquisition is a terrific example of building synergies across our government and commercial divisions," continued DeMarco. "With our government and commercial divisions working together, WFI is well positioned to capture a share of the growing RFID market," DeMarco concluded.
About Wireless Facilities
Headquartered in San Diego, CA, Wireless Facilities, Inc. is an independent provider of systems engineering, network services and technical outsourcing for the world's largest wireless carriers, enterprise customers and for government agencies. The company provides the design, deployment, integration, and the overall management of wired and wireless networks which deliver voice and data communication, and which support advanced security systems. WFI has performed work in over 100 countries since its founding in 1994. News and information are available at www.wfinet.com.
Notice Regarding Forward-Looking Statements
This news release contains certain forward-looking statements including, without limitation, express or implied statements concerning the Company's expectations regarding future financial performance, market developments, and the acquisition of DSI that involve risks and uncertainties. Such statements are only predictions, and the Company's actual results may differ materially. Factors that may cause the Company's results to differ include, but are not limited to: the risks associated with the successful integration of DSI's business; the inability of WFI to retain key employees of DSI; the anticipated benefits of this acquisition may not be realized; the Company's inability to win federal government contracts or achieve the synergies expected from the DSI acquisition; changes in the scope or timing of the Company's projects which could effect future profitability; the timing, rescheduling or cancellation of significant customer contracts and agreements; the rate of growth of adoption of RFID technology; and competition in the marketplace which could reduce revenues and profit margins. The Company undertakes no obligation to update any forward-looking statements. These and other risk factors are more fully discussed in the Company's Annual Report on Form 10-K filed on March 8, 2004 and in other filings made with the Securities and Exchange Commission.
For further information please contact: media, Michael Baehr, Director of Communications, +1-858-228-2799, michael.baehr@wfinet.com, or investors, Rochelle Bold, Senior VP of Corporate Development & Investor Relations, +1-858-228-2649, rochelle.bold@wfinet.com, both of Wireless Facilities, Inc.
SOURCE Wireless Facilities, Inc.
media, Michael Baehr, Director of Communications, +1-858-228-2799, michael.baehr@wfinet.com, or investors, Rochelle Bold, Senior VP of Corporate Development & Investor Relations, +1-858-228-2649, rochelle.bold@wfinet.com, both of Wireless Facilities, Inc.
http://www.wfinet.com "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Wireless Facilities, Inc.'s business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.
The cash transaction is valued at approximately $6.6 million, subject to certain post-closing adjustments. Additional consideration of up to $3.2 million can be earned by the former major stockholders of DSI over an 18 month period based upon performance milestones related to certain specified contracts. WFI expects no material impact to its 2004 revenues and profit as a result of this acquisition.
Founded in 1997, DSI's services include system architecture design, system software development, software and data integration/synchronization, database development, and systems integration. Key areas of expertise include functional logistics management, asset tracking, supply chain management, data mining and data warehousing. An emerging player in the growing RFID market, DSI leverages its functional understanding of the logistics process with its core competency in data integration/synchronization to assist customers with RFID compliance and with ensuring in-transit and total asset visibility.
"The acquisition of DSI is a very strategic and important move for WFI," said Eric M. DeMarco, President and CEO of WFI. "DSI has done an exceptional job of building a solid customer base that includes both the Army's Program Executive Office for Automatic Identification Technology and the Defense Information Systems Agency. The Company has also been very successful at establishing a stake hold in the rapidly growing logistics automation market. As the need for RFID solutions expands, WFI will now be able to leverage its fundamental expertise in RF engineering, wireless data networks, and the integration of in-building technologies to provide complete network design, deployment and maintenance solutions to both government and commercial customers."
"We are excited to be part of a technology-rich, customer-savvy company such as Wireless Facilities," commented Ken Jensen, Co-Founder and President of DSI. "We believe that the combination of our RFID, Logistics and technology consulting expertise with WFI's leadership in wireless engineering and systems integration will provide a comprehensive and extremely attractive solution offering."
Logistics automation and RFID technology are being adopted rapidly, fueled largely by government agencies such as the Department of Defense, and large commercial enterprises such as WalMart, who require that vendors move to an RFID-based system in the future. By their very design, RFID solutions pose unique RF engineering and implementation challenges: tags made of various materials are encoded with digital information that must be read in a variety of adverse physical and environmental conditions. WFI's longstanding experience in RF engineering and systems integration for wireless telecommunications carriers and enterprise customers provides an ideal solution to the variety of challenges inherent in deploying RFID systems. The RFID market is currently estimated to be valued at $1.5-2 billion in 2005.
DSI will become part of WFI's growing Government Services Division. This latest move follows WFI's January purchase of High Technology Solutions, Inc (HTS), a provider of communications systems engineering and operational outsourcing services to federal government agencies. The acquisition of HTS and the formation of WFI's Government Services Division demonstrate the Company's ongoing commitment to providing both government and commercial markets with a complete range of valuable communications network solutions.
"This acquisition is a terrific example of building synergies across our government and commercial divisions," continued DeMarco. "With our government and commercial divisions working together, WFI is well positioned to capture a share of the growing RFID market," DeMarco concluded.
About Wireless Facilities
Headquartered in San Diego, CA, Wireless Facilities, Inc. is an independent provider of systems engineering, network services and technical outsourcing for the world's largest wireless carriers, enterprise customers and for government agencies. The company provides the design, deployment, integration, and the overall management of wired and wireless networks which deliver voice and data communication, and which support advanced security systems. WFI has performed work in over 100 countries since its founding in 1994. News and information are available at www.wfinet.com.
Notice Regarding Forward-Looking Statements
This news release contains certain forward-looking statements including, without limitation, express or implied statements concerning the Company's expectations regarding future financial performance, market developments, and the acquisition of DSI that involve risks and uncertainties. Such statements are only predictions, and the Company's actual results may differ materially. Factors that may cause the Company's results to differ include, but are not limited to: the risks associated with the successful integration of DSI's business; the inability of WFI to retain key employees of DSI; the anticipated benefits of this acquisition may not be realized; the Company's inability to win federal government contracts or achieve the synergies expected from the DSI acquisition; changes in the scope or timing of the Company's projects which could effect future profitability; the timing, rescheduling or cancellation of significant customer contracts and agreements; the rate of growth of adoption of RFID technology; and competition in the marketplace which could reduce revenues and profit margins. The Company undertakes no obligation to update any forward-looking statements. These and other risk factors are more fully discussed in the Company's Annual Report on Form 10-K filed on March 8, 2004 and in other filings made with the Securities and Exchange Commission.
For further information please contact: media, Michael Baehr, Director of Communications, +1-858-228-2799, michael.baehr@wfinet.com, or investors, Rochelle Bold, Senior VP of Corporate Development & Investor Relations, +1-858-228-2649, rochelle.bold@wfinet.com, both of Wireless Facilities, Inc.
SOURCE Wireless Facilities, Inc.
media, Michael Baehr, Director of Communications, +1-858-228-2799, michael.baehr@wfinet.com, or investors, Rochelle Bold, Senior VP of Corporate Development & Investor Relations, +1-858-228-2649, rochelle.bold@wfinet.com, both of Wireless Facilities, Inc.
http://www.wfinet.com "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Wireless Facilities, Inc.'s business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.