EXHIBIT 99.1
SRA International, Inc. to Acquire Adroit Systems, Inc.
FAIRFAX, Virginia - January 3, 2003 - SRA International, Inc. (NYSE: SRX) a
leading provider of information technology services and solutions to the federal
government, today announced the signing of a definitive agreement to acquire
Adroit Systems, Inc.(ASI), a leading provider of C4ISR (Command, Control,
Communications, Computers, Intelligence, Surveillance and Reconnaissance)
services to U.S. intelligence and defense organizations.
Headquartered in Alexandria, ASI is a privately-held company specializing in the
area of national security. More than 90% of ASI's business is for the Department
of Defense and the U.S. intelligence community. ASI provides high-end
information engineering solutions in C4ISR, logistics, knowledge management, and
intelligence analysis. As of September 30, 2002 ASI had approximately 330
employees, with about 80% holding security clearances. ASI has a long history of
profitable, organic growth. For the fiscal year ending September 30, 2002 ASI
recorded revenue of $42.8 million, EBITDA of $4.0 million, and net income of
$2.2 million or 5.2% of revenue.
"ASI typifies the type of strategic acquisition that we seek," said Ernst
Volgenau, SRA President and CEO. "ASI adds surveillance and reconnaissance
capability to our existing defense and intelligence business and allows us to
provide a complete C4ISR capability. Our customer sets are complementary, with
very little overlap, offering potential to cross-sell our services. Our culture
and values are in harmony. ASI has a record of delivering outstanding customer
value, organic growth, and profitability and is an employee focused company."
Commenting on the sale, Terry Ryan, ASI President and Chief Executive Officer,
said, "SRA is the perfect fit for our customers, our management team, and our
employees. SRA offers technical depth, valuable solutions, mature processes, and
prime positions on major contract vehicles that will enable us to better serve
our customers and grow our business. Just as important, both SRA and ASI share a
deep commitment to our employees."
All of ASI's current management team and operating divisions are expected to
move intact into the Command, Control, Communications, and Intelligence (C3I)
business unit, one of four strategic business units within SRA. SRA will also
merge its existing intelligence business with the Adroit C4ISR business to help
achieve natural synergies and business leverage.
According to the terms of the merger agreement, SRA will acquire ASI for $40
million in cash ($38.9 million net of cash acquired). As part of the
transaction, ASI executives will buy approximately 170,000 shares of SRA Class A
common stock based on an average closing stock price. The stock will be
unregistered and restricted by a six-month lock-up. Closing of the transaction
is subject to customary closing conditions, including approval of the merger by
ASI's stockholders. The transaction is expected to close by early February 2003.
SRA Senior Vice President and Chief Financial Officer, Steve Hughes stated, "The
ASI acquisition is an excellent strategic and financial fit. ASI is well managed
and has a strong balance sheet, complementing its outstanding growth and
profitability. We expect the acquisition to be accretive to earnings in 2003."
EXHIBIT 99.1
About SRA International, Inc.
SRA is a leading provider of information technology services and solutions to
U.S. federal government organizations in three principal markets: national
security, health care and public health, and civil government. We offer a broad
range of services that spans the information technology lifecycle, including
strategic consulting; systems design, development, and integration; and
outsourcing and operations management. In addition, to address recurring client
needs, we have developed four business solutions: data and text mining,
contingency and disaster response planning, information assurance, and
enterprise systems management.
Fortune(R) magazine has chosen SRA as one of the "100 Best Companies to Work For
in America" for three consecutive years. The Company's 2,100 employees serve
clients from its headquarters in Fairfax, Virginia, and offices across the
country.
About ASI
ASI is a leading provider of tailored information engineering solutions to the
national security and defense sectors of the U.S. Government. ASI specializes in
serving the Command, Control, Communications, Computers, Intelligence,
Surveillance, and Reconnaissance (C4ISR) community. ASI's areas of expertise
include communications engineering, modeling, simulation, analysis, systems
integration, software development, and database services. ASI's core
capabilities also encompass world-class logistics, sustainment, and engineering
support to aircraft programs. In addition to its headquarters in Alexandria, VA,
ASI has offices in Dayton, OH, and Warner Robins, GA, and several field
operating locations throughout the US and overseas.
Any statements in this press release about future expectations, plans, and
prospects for ASI, SRA or their combined business constitute forward-looking
statements within the meaning of The Private Securities Litigation Reform Act of
1995. Actual results may differ materially from those indicated by such
forward-looking statements as a result of various important factors, including:
SRA's ability to integrate the ASI business with its own, to retain ASI
management and customers and continue to perform under existing ASI contracts
and other factors related to SRA's business discussed in the form 10Q filed with
the SEC on November 13, 2002. In addition, the forward-looking statements
included in this press release represent SRA's views as of January 3, 2003.
Subsequent events and developments may cause SRA's views to change. However,
while SRA may elect to update these forward-looking statements at some point in
the future, it specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing SRA's views
as of any date subsequent to January 3, 2003.
CONTACTS:
Stuart Davis Stephen Hughes
Director, Investor Relations Senior Vice President and CFO
SRA, International, Inc. SRA International, Inc.
(703) 502-7731 (703) 227-7010
stuart_davis@sra.com steve_hughes@sra.com