ATS Corporation Completes Acquisition of Potomac Management Group, Inc.Transaction to Be Instantly Accretive MCLEAN, Va. -- ATS Corporation ("ATSC (Advanced Television Systems Committee) An international digital television (DTV) standard adopted by the U.S., Canada, South Korea, Taiwan and Argentina. ") (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :ATCT ATCT Airport Traffic Control Tower (FAA) ATCT Air Traffic Control Tower ATCT Air Traffic Control Transponder ATCT Analog Toll Connecting Trunk .OB), a leading information technology company that delivers innovative technology solutions to federal, state, and local government organizations, today announced that it has completed the previously announced acquisition of Potomac Management Group, Inc. ("PMG PMG abbr. postmaster general PMG 1. Postmaster General 2. Paymaster General "), a provider of maritime security consulting, program support, and information technology to the U.S. federal government. PMG, a privately-held company headquartered in Alexandria, Virginia Alexandria is an independent city in the Commonwealth of Virginia. As of the 2000 census, the city had a total population of 128,284. Located along the Western bank of the Potomac River, Alexandria is approximately 6 miles (9.6 kilometers) south of downtown Washington, DC. , employs 180 full and part-time professionals supporting primarily the U.S. Coast Guard and the U.S. Navy. The acquisition supports ATSC's strategic growth plan to strengthen its relationships with Department of Homeland Security Noun 1. Department of Homeland Security - the federal department that administers all matters relating to homeland security Homeland Security executive department - a federal department in the executive branch of the government of the United States and Department of Defense customers. With this transaction, ATSC will add key new customers who have expanding requirements and priority funding, particularly in port security initiatives. ATSC Chairman, President and Chief Executive Officer, Dr. Edward Bersoff, commented, "With the close of this transaction, we will continue to strengthen our relationships with the Departments of Homeland Security Noun 1. Homeland Security - the federal department that administers all matters relating to homeland security Department of Homeland Security executive department - a federal department in the executive branch of the government of the United States and Defense. Additionally, we will immediately begin to recognize operational and financial benefits. We look forward to integrating PMG's employees and operations and becoming a more dominant player in this key vertical." Under the terms of the definitive agreement, ATSC acquired PMG for $16.5 million, of which $13.75 million will be paid in the form of a one-day note, $500,000 in the form of ATSC common stock and promissory notes totaling $2.25 million. ATSC may also pay the PMG shareholders up to an additional $1.5 million in contingent consideration based upon achieving certain revenue targets within the first two years following the acquisition. ATSC estimates PMG will generate annual revenue of approximately $13 million and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become margins in the mid teens going forward. ATSC also expects the acquisition to be accretive to earnings and to further benefit from tax savings as a result of the transaction structure. About Potomac Management Group PMG is a maritime security and safety consulting firm Noun 1. consulting firm - a firm of experts providing professional advice to an organization for a fee consulting company business firm, firm, house - the members of a business organization that owns or operates one or more establishments; "he worked for a , providing government and commercial clients with in-depth, proven expertise and assistance on global maritime operations, regulations, and program management. With a solid track record of success and a reputation for agile, customer-focused performance, PMG delivers practical solutions that meet client needs. Additional information about PMG can be found at www.potomacmgmt.com. About ATS Corporation and Advanced Technology Systems, Inc. ATS Corporation operates through its subsidiaries, Advanced Technology Systems, Inc., Reliable Integration Services, and Appix, Inc. Advanced Technology Systems, Inc. ("ATS") is a leading provider of systems integration and application development, IT infrastructure management and strategic IT consulting services to U.S. federal government agencies. Since its founding in 1978, ATS has been recognized for its custom software development and software integration capabilities and its deep domain expertise in federal government financial, human resource and data management systems. ATS has built and implemented over 100 mission-critical systems for clients. ATS' financial management software expertise assists clients preparing for the government's increased financial accountability standards. ATS' data management systems expertise allows clients to increase efficiency with better human resource and case management tracking capabilities, while also allowing them to organize and track information easily. Additionally, ATS' IT outsourcing capabilities provide ATS with an opportunity to develop long-term value added Value Added The enhancement a company gives its product or service before offering the product to customers. Notes: This can either increase the products price or value. partnerships with clients that allow end-users and government agencies to focus on core mission priorities, while reducing expenditures on systems management. In addition, ATSC leverages its IT services, management consulting Noun 1. management consulting - a service industry that provides advice to those in charge of running a business service industry - an industry that provides services rather than tangible objects , and software and systems development solutions expertise into financial institutions, insurance companies and government sponsored enterprises through a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , Appix, Inc. ("Appix"). Appix is one of the largest providers of outsourced professional services at Fannie Mae Fannie Mae: see Federal National Mortgage Association. and currently serves many Fortune 500 financial services and insurance companies. Additional information about Appix may be found at www.appix.com. Any statements in this press release about future expectations, plans, and prospects for ATSC, including statements about the estimated value of the contract and work to be performed, and other statements containing the words "estimates," "believes," "anticipates," "plans," "expects," "will," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. In particular, this press release contains forward-looking statements about our acquisition of PMG. Actual results of the above-described transaction may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the following: our ability to successfully integrate the acquired business; our dependence on our contracts with federal government agencies for the majority of our revenue; our dependence on our GSA (1) (Global mobile Suppliers Association, Sawbridgeworth, U.K., www.gsacom.com) A membership organization of suppliers of GSM products and services. Its goal is to promote GSM as the worldwide mobile communications standard. See GSM Association and GSM. schedule contracts; our position as a prime contractor on government-wide acquisition contracts to grow our business; and other factors discussed from time to time in our filings with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent our views as of September 4, 2007. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to September 4, 2007. Additional information about ATSC and ATS may be found at www.atsva.com. |
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