FLIR Systems Completes Aquisition of Inframetrics

3/31/1999

PORTLAND, Ore. - March. 31, 1999 - FLIR Systems, Inc. (Nasdaq: FLIR) announced today that it has completed the acquisition of Inframetrics, Inc., becoming one of the strongest commercial infrared imaging companies in the world. The transaction, which will be accounted for as a pooling of interests, involved the issuance of approximately 2.3 million shares of FLIR common stock to the shareholders of Inframetrics (including shares issuable upon the exercise of options to purchase Inframetrics stock) in exchange for all of Inframetrics' outstanding stock. "I am very pleased to announce the closing of this transaction" said Ken Stringer, President and Chief Executive Officer of FLIR. ;; "The combination of these two growing and profitable companies advances us in every aspect of our strategic growth plan by further diversifying our product offerings, enhancing our already strong worldwide sales force and marketing staff, expanding our research and development capabilities, and helping us achieve a better mix between commercial and governmental sales," he stated. On a pro forma basis, Stringer said that the combined companyundefineds net income for 1998 was $16.8 million, or $1.24 per diluted share based on approximately 13.5 million shares outstanding. ; Revenue was $209.5 million. ; For 1997, net income of the combined company was $8.3 million, or $0.97 per diluted share based on approximately 8.5 million common shares outstanding, on revenue of ; $144.9 million, exclusive of the write-offs related to the acquisition of AGEMA. "We expect the acquisition to be accretive to earnings on a fully diluted basis beginning this year," Stringer said. ; He said that transaction-related expenses and the write-off of certain duplicative inventories totaling approximately $23 million will be accounted for in the March quarter. FLIR Systems, Inc. is a world leader in the design, manufacturing and marketing of thermal imaging and broadcast camera systems for a wide variety of commercial and government applications including condition monitoring, research and development, manufacturing process control, airborne observation and broadcast, search and rescue, drug interdiction, surveillance and reconnaissance, navigation safety, border and maritime patrol, environmental monitoring and ground based security.; Visit the Company's web site at http://www.flir.com. This press release contains statements, including statements regarding the expected cost of the Company's acquisition of Inframetrics and the impact of that acquisition on the Company's earnings in 1999, that are "forward looking statements" within the meaning of the Securities Litigation Reform Act of 1995. These statements are not guaranties of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, the actual amount of transaction-related expenses and inventory write-offs, unforeseen difficulties that may be encountered in integrating the two companies, changes in the market or demand for the products of the combined company and other risks and uncertainties detailed from time to time in the Company's filings with the Securities and Exchange Commission. Such forward looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward looking statement to reflect events or circumstances after the date of this press release. If the Company does update or correct one or more forward looking statements, investors and others should not conclude that the Company will make additional updates or corrections with respect thereto or with respect to other forward looking statements. PORTLAND, Ore. - March. 31, 1999 - FLIR Systems, Inc. (Nasdaq: FLIR) announced today that it has completed the acquisition of Inframetrics, Inc., becoming one of the strongest commercial infrared imaging companies in the world. The transaction, which will be accounted for as a pooling of interests, involved the issuance of approximately 2.3 million shares of FLIR common stock to the shareholders of Inframetrics (including shares issuable upon the exercise of options to purchase Inframetrics stock) in exchange for all of Inframetrics' outstanding stock. "I am very pleased to announce the closing of this transaction" said Ken Stringer, President and Chief Executive Officer of FLIR. ;; "The combination of these two growing and profitable companies advances us in every aspect of our strategic growth plan by further diversifying our product offerings, enhancing our already strong worldwide sales force and marketing staff, expanding our research and development capabilities, and helping us achieve a better mix between commercial and governmental sales," he stated. On a pro forma basis, Stringer said that the combined companyundefineds net income for 1998 was $16.8 million, or $1.24 per diluted share based on approximately 13.5 million shares outstanding. ; Revenue was $209.5 million. ; For 1997, net income of the combined company was $8.3 million, or $0.97 per diluted share based on approximately 8.5 million common shares outstanding, on revenue of ; $144.9 million, exclusive of the write-offs related to the acquisition of AGEMA. "We expect the acquisition to be accretive to earnings on a fully diluted basis beginning this year," Stringer said. ; He said that transaction-related expenses and the write-off of certain duplicative inventories totaling approximately $23 million will be accounted for in the March quarter. FLIR Systems, Inc. is a world leader in the design, manufacturing and marketing of thermal imaging and broadcast camera systems for a wide variety of commercial and government applications including condition monitoring, research and development, manufacturing process control, airborne observation and broadcast, search and rescue, drug interdiction, surveillance and reconnaissance, navigation safety, border and maritime patrol, environmental monitoring and ground based security.; Visit the Company's web site at http://www.flir.com. This press release contains statements, including statements regarding the expected cost of the Company's acquisition of Inframetrics and the impact of that acquisition on the Company's earnings in 1999, that are "forward looking statements" within the meaning of the Securities Litigation Reform Act of 1995. These statements are not guaranties of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, the actual amount of transaction-related expenses and inventory write-offs, unforeseen difficulties that may be encountered in integrating the two companies, changes in the market or demand for the products of the combined company and other risks and uncertainties detailed from time to time in the Company's filings with the Securities and Exchange Commission. Such forward looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward looking statement to reflect events or circumstances after the date of this press release. If the Company does update or correct one or more forward looking statements, investors and others should not conclude that the Company will make additional updates or corrections with respect thereto or with respect to other forward looking statements.

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