Tss, Inc. · NASDAQ:TSSI
Tss — Fortress America Acquisition — SPAC Merger (June 2006)
16 slides from Tss's SPAC merger presentation, Jun 27, 2006
Slide 1: Fortress America Acquisition Corporation
Fortress America Acquisition Corporation Proposed Acquisition of Total Site Solutions and Vortech June 2006
Slide 2: Certain Disclosures
Certain Disclosures FORWARD-LOOKING STATEMENTS Stockholders of Fortress are advised to read, when available, Fortress’ preliminary proxy statement and definitive proxy statement in connection with Fortress’ solicitation of proxies for a special meeting of stockholders because they will contain impor
Slide 3: Fortress & Business Combination
Fortress & Business Combination Fortress was organized in December, 2004 to effect deals in the homeland security industry IPO – July 2005 $46.8 million gross offering proceeds 7.8 million units at $6.00 per unit (1 common share and 2 warrants) $5.38 per share in trust as of July 2005 $5.62 per shar
Slide 4: Purchase Price = $38.5 Million
Purchase Price = $38.5 Million Approximately 5.7 times 2005 Adjusted EBITDA $38.5 million of Base Consideration $10.0 million of Contingent Consideration $11 Million - Cash Additional shares (then valued @ $10 $0.5 million to key employeesmillion) granted to sellers by 7/2008 as $17.34 million - Com
Slide 5: Motivated Management
Motivated Management All shares subject to a lock-up through mid-2008 1 million shares issued to sellers subject to forfeiture if sellers are not employed through mid-2008 All shares issued to key employees subject to forfeiture (reversion to sellers) if not employed 3 years from closing date $12 mi
Slide 6: About Total Site Solutions & Vortech
About Total Site Solutions & Vortech Combined Companies Offer Total Site Solutions High tech facility system integration IT planning, security consulting, design and engineering Protection of mission-critical facilities from Project management for mission-critical terrorism, natural disasters & powe
Slide 7: Board and Management
Board and Management Harvey L. Weiss - - Chairman Thomas P. Rosato - CEO Senior Executive with 30 years in security-related field with strong IT Senior Executive (CPA) with over 25 years of experience in mission-critical service background businesses, building over $1B in projects. Co-Founder & Chai
Slide 8: Multiple Threats & Vulnerabilities
Multiple Threats & Vulnerabilities Power Terrorism Natural Disasters Interruptions Fire Event Any Time Any Place Physical Security Mechanical Breach System Failure
Slide 9: Eliminating Vulnerabilities
Eliminating Vulnerabilities Physical Security High Availability Anti-Terrorism Force System Review Infrastructure Protection Assessment & and Design Upgrades and Installations Enhancements Facility Management UPS & Generator and System Installation Operations Any Time Any Place Situational Critical
Slide 10: Comprehensive Services Offering
Comprehensive Services Offering Technology Consulting Planning & Programming Division Design & Engineering Construction Management Construction Management Division Installation Management Commissioning Services Facility Management Division Facilities Maintenance & Service
Slide 11: Acquisition Factors-Consolidation of Fragmented Market
Acquisition Factors-Consolidation of Fragmented Market Mission-Critical Technology Consulting, Facilities & Construction Management Growth: Rapidly growing market Fragmented Market: Multiple niche players lacking complete suite of services No market leader Competitive: Increased difficulty for small
Slide 12: Acquisition Factors: Accretive EBITDA Multiples in Mission-Critical Domains
Acquisition Factors: Accretive EBITDA Multiples in Mission-Critical Domains Geography Customers Functionality Similar Boston IT Technology Network Fully integrated New York mission-critical Operations mission-critical Atlanta firms Centers (NOCs) firms with only Miami Design/build Firms providing re
Slide 13: Over Three Years of Significant Financial Growth
Over Three Years of Significant Financial Growth Revenue Adjusted EBITDA Q1 Revenue
Slide 14: Business Analysis
Business Analysis Strong Operating Performance (including Strong Operating Performance (excluding Outsourcing Revenue) Outsourcing Revenue) Construction Management Division Construction Management Division 78% of revenues, 10-12% 47% of revenues, 55-65% Margins Margins Technology Consulting Division
Slide 15: Post-Acquisition Capitalization Table
Post-Acquisition Capitalization Table Holder Shares % Ownership Seller / Key 3,175,641 25% Employees FAAC Management 1,750,000 14% FAAC Investors 7,800,000 61% TOTALS 12,725,641 100%
Slide 16: Satisfied Initial IPO Objectives
Satisfied Initial IPO Objectives 1. Homeland Security (Planning-Prevention-Response-Recovery) a) 80% US Government critical & sensitive data centers and operating facilities. b) 20% Rapidly growing Industry protecting critical processes and satisfy regulations 2. IT Centric a) Mission-Critical Facil
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