For Immediate Release:June 30, 2004
Wednesday June 30, 7:16 am ET
RIDGEFIELD, Conn.--(BUSINESS WIRE)--Jan. 8, 2004-- MarklandTechnologies, Inc. (OTCBB: MRKL- News;http://www.marklandtech.com) anintegrated homeland security company announced today that it has completed thepurchase of all of the stock of Virginia based E-OIR Technologies, Inc. (EOIR) (www.eoir.com)for $8M in cash and $11M in principal amount of five year notes secured by theassets and stock of EOIR. EOIR is a major technology and services provider tothe US Army Night Vision Laboratories and has expertise in wide area remotesensing utilizing both electro-optic and infrared technologies.
EOIR's unaudited revenues for the fiscal year ended December31, 2003 were $42.7M and for the five months ended May 31, 2004 were $25.7M.EOIR's unaudited pretax income for the fiscal year ended December 31, 2003 was$3.17M and for the five months ended May 31, 2004 was $1.95 million.
EOIR's revenues derive principally from an active contractwith the U.S. Army Night Vision Laboratories. This contract provides for salesof up to $406M during the life of the contract. To date EOIR has recognizedapproximately $120M in revenue under this contract. EOIR has over 150 employeeslocated in several Virginia facilities. Markland believes EOIR is wellpositioned to capture additional sales in the United States within theDepartment of Homeland Security and the Department of Defense.
Founded in 1981, EOIR has a long history in remote sensorscience, incorporating electro-optical, infrared, acoustics and radar. EOIR hassubstantial experience in the design of sensor technology particularly in theareas of capturing, processing and exploiting sensor data. Its expertise hasparticular impact within the DOD and Homeland Security market place. For exampleEOIR Technologies Inc. has recently performed work for the US Army toentifyand recognize chemicals using Fourier transform infrared (FTIR) technology. Thisproject is directed towards detecting concentrations of chemicals or gasesutilizing wide area infrared sensing techniques which could enable the sensor toevaluate chemical facilities and to characterize disaster sites at a significantdistance from the source.
Markland Chairman and CEO Robert Tarini stated, "We arevery excited about this acquisition. The addition of EOIR will expand ouroperations and our visibility within the Homeland Security arena. We expect theacquisition of EOIR will increase our consolidated revenues during the fiscalyear ending June 30, 2005 to more than $60M on a combined basis andsignificantly increase our cash flow from operations. EOIR fits well into ourHomeland Security business plan and creates a significant established revenuestream for the company."
Markland as part of the purchase of EOIR Technologies Inc.has also adopted a Stock Incentive Plan pursuant to which Markland has issuedoptions to purchase a substantial number of shares of its common stock for keyemployees of EOIR Technologies Inc. Additional details as they pertain to theseissued options will be available in the company's filings on Form 8K with theSEC. In connection with this acquisition Markland has also raised an additional$2 million through a private placement of additional shares of its Series DPreferred Stock to a single institutional investor. The Series D Preferred Stockis convertible into common stock at a discount to the market price at the timeof conversion.
We expect to file audited financial information for EOIR andpro forma financial information for Markland and EOIR on a combined basis inaccordance with SEC requirements. Additional details concerning acquisition ofEOIR, the terms of the options issued to key employees and the financing will beavailable in the company's filings on Form 8K with the SEC.
About Markland Technologies
Markland Technologies, Inc is committed to helping secureAmerica by providing innovative emerging technologies and expert services tomeet the country's needs to protect our people, our borders and ourinfrastructure assets. The Company is a Board member of the Homeland SecurityIndustries Association (http://www.hsianet.org).
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