Tss, Inc. · NASDAQ:TSSI
Tss — Fortress America Acquisition — SPAC Merger (September 2006)
22 slides from Tss's SPAC merger presentation, Sep 6, 2006
Slide 1: Fortress America & Total Site Solutions Post Preliminary Proxy Submission Presentation
Fortress America Acquisition Corporation Fortress America & Total Site Solutions Post Preliminary Proxy Submission Presentation Harvey L Weiss, CEO and President FAAC Thomas P Rosato, CEO Total Site Solutions
Slide 2: Proxy statement advisory
Stockholders of Fortress are advised to read 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 important information. The definitive proxy statement will be mailed
Slide 3: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS This slide presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about Fortress, Total Site Solutions, Vortech and their combined business after completion of
Slide 4: Any Time Any Place
Any Time Any Place Homeland Security Multiple Threats & Vulnerabilities Power Interruptions Terrorism Natural Disasters Physical Security Breach Fire Event Mechanical System Failure Sabotage
Slide 5: About Fortress America
About Fortress America Fortress was organized in December, 2004 to effect acquisitions in the homeland security industry IPO raised $43.3 million after fees and expenses in July 2005 In June 2006, Fortress agreed to acquire Total Site Solutions and Vortech-- companies with strong growth records prov
Slide 6: About Total Site Solutions & Vortech
About Total Site Solutions & Vortech Total Site Solutions IT and Security planning, consulting, design and engineering Project management for mission-critical facilities construction and installation System integration and facility management for mission- critical facilities Design, Engineer, Build
Slide 7: About Total Site Solutions & Vortech
About Total Site Solutions & Vortech Focused exclusively on the protection of mission-critical facilities from acts of terrorism, sabotage, natural disasters & power outages. Expertise in Data centers, network operation, call centers, command & control centers, bunkers, trading floors, high tech off
Slide 8: A Collection of Services Offering
Planning & Programming Design & Engineering Construction Management Installation Management Facilities Maintenance & Service Commissioning Services A Collection of Services Offering Technology Consulting Division Construction Management Division Facility Management Division
Slide 9: $38.5 million of Consideration
$38.5 million of Consideration $11.0 Million - 29% - Cash $17.5 million - 45% - Stock $10.0 million – 26% - Notes (Convertible in 5 years) Acquisition Price = $38.5 Million 5.7 times 2005 Adjusted EBITDA
Slide 10: $38.5 million Purchase Price
$38.5 million Purchase Price Average of Valuations $49.8 million Price is 23% lower than average valuation A Very Good Price for Shareholders Attached as Annex F of the Preliminary Proxy Submission
Slide 11: Merger of Strengths Delivers Benefits
Merger of Strengths Delivers Benefits TSS is profitable and generates cash TSS has very low cap-ex TSS brings a strong and respected reputation FAAC Board brings access and relationships FAAC Board brings operating experience FAAC retains over $30m in cash Balance Sheet supports >$300m in bonding ca
Slide 12: Post-Acquisition Capitalization Table
100% 12,755,128 TOTALS 61% 7,800,000 FAAC Investors 14% 1,750,000 FAAC Management 25% 3,205,128 Partners / Key Employees % Ownership* Shares Holder Post-Acquisition Capitalization Table *Does not include earnout or warrant shares
Slide 13: Management's Interests are Aligned with Investors
Management’s Interests are Aligned with Investors Partners’ Ownership is 25% of Shares at Closing Partners’ Ownership is 32% of Shares when Notes Convert Partners’ can earn $10 million of shares as market cap increases All management shares locked up through mid-2008 $12 million of shares held in ge
Slide 14: Growth Platform
Growth Platform Market Size and Demand Experienced Management Organization Supports Acquisitions Acquisition Targets are Abundant
Slide 15: Market Large and Growing
Market Large and Growing InterUnity Group 2006 Market Study US All Markets Mission Critical Spend will increase from $51B to $91B from 2007 to 2011 CAGR 15.3% (5% to 7.4% of all Information Technology Spend) US Business Mission Critical Spend will increase from $42B to $77B from 2007 to 2011 CAGR 15
Slide 16: Management team biographies
Harvey L. Weiss - - Chairman C. Thomas McMillen – Vice Chairman Thomas P. Rosato - CEO Gerard J. Gallagher - President Senior Executive, with over 25 years in mission-critical fields Co-founder & CEO/President of Total Site Solutions (2002-present), repurchased assets from Encompass and began rebuil
Slide 17: Past Years Launched and Grew Companies
Past 25 Years Launched and Grew 3 Companies Com Site Services from zero to $90 mm in 8 years Encompass Services Corp from zero to $190 mm in 3 years Total Site Solutions & Vortech from zero to $58 mm in 3 years EBITDA Revenue Recent Three Years of Significant Financial Growth Operating Management Ex
Slide 18: Acquisitions are Effectively Integrated
Acquisitions are Effectively Integrated TSS has a Division Structure Technology Consulting, Construction Management, Facility Management, Network and Power Divisions are complementary Each Division precipitates follow-on business per the Pyramid Solution Path Division Managers are key to growth Expe
Slide 19: Acquisition Strategies
Boston New York Atlanta Miami Chicago San Francisco Los Angeles Dallas Houston Seattle Network Operation Center Facility Management Perimeter security solutions Situational Awareness Europe Middle East Asia Joint Ventures Partnerships Acquisition Strategies Geographic Functionality International
Slide 20: Geographic Acquisition Strategy
Geographic Acquisition Strategy Specialty Engineering PC 4 to 8 persons Generating $2 to 4 million annually Maintain current Eng & Consult Rev for 3 to 5 years Generate $5 million of added services rev year 1 Generate $10 to 15 million of added services rev year 2+ Add 10% of added services revenues
Slide 21: Functionality Target Strategy
Functionality Target Strategy Facility Management Equipment Monitoring and Outage Management Maintenance and Repair Management External and Internal Maintenance Access Monitoring and Management Network Operation Center Conditional Alert Management Message and Response Management Situational awarenes
Slide 22: Thank You
Thank You
Fortress America Acquisition — SPAC Merger (September 2006) on 6ix