EX-99.1
2
v096342_ex99-1.htm
Unassociated Document
Company
Contact:
Investor
Relations:
Tim
Dec
John
McNamara
Chief
Financial Officer
Cameron
Associates
Fortress
International Group, Inc.
Phone:
(212) 245-8800 Ext. 205
Phone:
(410)312-9988
Ext. 224
john@cameronassoc.com
FOR
IMMEDIATE RELEASE:
Fortress
International Group Announces Acquisition of Rubicon Integration
LLC
To
Add Revenue and Contribute to Profit Growth
COLUMBIA,
MD - December 3, 2007
- Fortress
International Group (NASDAQ: FIGI), holding company for Total Site Solutions
(TSS), a company providing comprehensive services for the planning, design
and
development of mission-critical facilities and information infrastructure,
today
announced that it has acquired Rubicon Integration LLC. Rubicon, based in
McLean, Virginia, provides consulting, owners representation, and equipment
integration services for mission-critical facilities to large corporate
customers across the United States.
The
initial consideration
to be paid in the
acquisition consists of $4.5 million in cash, 200,000 shares of common stock
and
$3.5 million in the form of contingent promissory notes payable to Rubicon
upon
the realization of short term revenue and profit objectives. Additional
earn-outs are obtainable based on operating profit of Rubicon for 2008 and
2009.
The acquisition is expected to be accretive in 2008.
Speaking
of the acquisition, Thomas Rosato, Chief Executive Officer of Fortress
International Group, said, "This is an important acquisition for Fortress
International which increases our revenue potential for 2008. Rubicon brings
a
backlog that will add revenue from its existing customer relationships and
it
may enable Total Site Solutions to perform additional services that Rubicon
currently does not offer to its customers. The principals of Rubicon each
individually have over 25 years experience in the mission-critical facility
business and their organization has a strong sales management and operations
team.
Their
overhead structure is very lean and we expect to see results to our bottom
line
immediately".
Jim
Embley, Chief Executive Officer of Rubicon stated, "We are very excited about
the acquisition. Joining forces with Fortress will allow us to expand our
business relationships with existing customers. The combination of Rubicon
and
Fortress will offer a broader suite of services to our existing customers and
the enhanced capital structure of Fortress should enable us to perform larger
engagements".
Harvey
Weiss, Chairman of Fortress International added, "Our acquisition strategy has
always been a key element of the Fortress story. The mission-critical facility
market continues to demonstrate growth and increased demand. Organic growth
needs to be augmented with good acquisitions and Rubicon fills the parameters
we
have established for our acquisition candidates. Rubicon expands our customer
base, adds management talent, and we anticipate the acquisition will be
accretive in 2008".
ABOUT
TOTAL SITE SOLUTIONS
Total
Site Solutions (TSS) plans, designs, builds and maintains specialized facilities
such as data centers, trading floors, call centers, network operation centers,
communication facilities, laboratories and secure facilities. For more than
a
quarter-century, the TSS team has pioneered building robust and scalable
infrastructure into mission-critical facilities. The firm offers unsurpassed
expertise in the infrastructure systems (electrical, mechanical,
telecommunications, security, fire protection and building automation) that
are
the critical facility's lifeblood. TSS's comprehensive portfolio of services and
multi-disciplinary expertise provide customers a highly respected single source
for critical services that bridge the gap between IT and facilities.
Headquartered
in the Baltimore-Washington corridor, TSS provides complete turnkey facility
services from the initial planning stages, to construction, to ongoing
maintenance of the completed project. Its clients include the world's most
demanding mission-critical organizations, including Fortune 500 firms and US
government agencies. For more information, visit www.totalsiteteam.com or call
888-321-4TSS (4877).
FORWARD-LOOKING
STATEMENTS
This
release may contain "forward-looking statements"-that is, statements related to
future-not past-events, plans, and prospects. In this context, forward-looking
statements may address matters such as our expected future business and
financial performance, and often contain words such as "guidance", "expects,"
"anticipates", "intends", "plans", "believes", "seeks", "should", or "will".
Forward-looking statements by their nature address matters that are, to
different degrees, uncertain. Particular uncertainties that could adversely
or
positively affect the company's future results include: the company's reliance
on a significant portion of its revenues from a limited number of customers;
the
uncertainty as to whether the company can replace its declining backlog; risks
involved in properly managing complex projects; risks relating to revenues
under
customer contracts, many of which can be canceled on short notice; risks related
to the implementation of the company's strategic plan, including the ability to
make acquisitions and the performance and future integration of acquired
businesses; and other risks and uncertainties disclosed in the company's filings
with the Securities and Exchange Commission. These uncertainties may cause
the
company's actual future results to be materially different than those expressed
in the company's forward-looking statements. The company does not undertake to
update its forward-looking statements.
###

EX - 99 . 1 2 v096342 _ ex99 - 1 . htm Un associated Document Company Contact : Investor Relations : Tim Dec John McNamara Chief Financial Officer Cameron Associates Fortress International Group , Inc . Phone : ( 212 ) 245 - 8800 Ext . 205 Phone : ( 410 ) 312 - 9988 Ext . 224 john@cameronassoc.com FOR IMMEDIATE RELEASE : Fortress International Group Announces Acquisition of Rubicon Integration LLC To Add Revenue and Contribute to Profit Growth COLUMBIA , MD - December 3 , 2007 - Fortress International Group ( NASDAQ : FIGI ) , holding company for Total Site Solutions ( TSS ) , a company providing comprehensive services for the planning , design and development of mission - critical facilities and information infrastructure , today announced that it has acquired Rubicon Integration LLC . Rubicon , based in McLean , Virginia , provides consulting , owners representation , and equipment integration services for mission - critical facilities to large corporate customers across the United States . The initial consideration to be paid in the acquisition consists of $ 4.5 million in cash , 200,000 shares of common stock and $ 3.5 million in the form of contingent promissory notes payable to Rubicon upon the realization of short term revenue and profit objectives . Additional earn - outs are obtainable based on operating profit of Rubicon for 2008 and 2009 . The acquisition is expected to be accretive in 2008 . Speaking of the acquisition , Thomas Rosato , Chief Executive Officer of Fortress International Group , said , " This is an important acquisition for Fortress International which increases our revenue potential for 2008 . Rubicon brings a backlog that will add revenue from its existing customer relationships and it may enable Total Site Solutions to perform additional services that Rubicon currently does not offer to its customers . The principals of Rubicon each individually have over 25 years experience in the mission - critical facility business and their organization has a strong sales management and operations team . Their overhead structure is very lean and we expect to see results to our bottom line immediately " . Jim Embley , Chief Executive Officer of Rubicon stated , " We are very excited about the acquisition . Joining forces with Fortress will allow us to expand our business relationships with existing customers . The combination of Rubicon and Fortress will offer a broader suite of services to our existing customers and the enhanced capital structure of Fortress should enable us to perform larger engagements " . Harvey Weiss , Chairman of Fortress International added , " Our acquisition strategy has always been a key element of the Fortress story . The mission - critical facility market continues to demonstrate growth and increased demand . Organic growth needs to be augmented with good acquisitions and Rubicon fills the parameters we have established for our acquisition candidates . Rubicon expands our customer base , adds management talent , and we anticipate the acquisition will be accretive in 2008 " . ABOUT TOTAL SITE SOLUTIONS Total Site Solutions ( TSS ) plans , designs , builds and maintains specialized facilities such as data centers , trading floors , call centers , network operation centers , communication facilities , laboratories and secure facilities . For more than a quarter - century , the TSS team has pioneered building robust and scalable infrastructure into mission - critical facilities . The firm offers unsurpassed expertise in the infrastructure systems ( electrical , mechanical , telecommunications , security , fire protection and building automation ) that are the critical facility 's lifeblood . TSS 's comprehensive portfolio of services and multi - disciplinary expertise provide customers a highly respected single source for critical services that bridge the gap between IT and facilities . Headquartered in the Baltimore - Washington corridor , TSS provides complete turnkey facility services from the initial planning stages , to construction , to ongoing maintenance of the completed project . Its clients include the world ' s most demanding mission - critical organizations , including Fortune 500 firms and US government agencies . For more information , visit www.totalsiteteam.com or call 888 - 321 - 4TSS ( 4877 ) . FORWARD - LOOKING STATEMENTS This release may contain " forward - looking statements " - that is , statements related to future - not past - events , plans , and prospects . In this context , forward - looking statements may address matters such as our expected future business and financial performance , and often contain words such as " guidance " , " expects , " " anticipates " , " intends " , " plans " , " believes " , " seeks " , " should " , or " will " . Forward - looking statements by their nature address matters that are , to different degrees , uncertain . Particular uncertainties that could adversely or positively affect the company 's future results include : the company 's reliance on a significant portion of its revenues from a limited number of customers ; the uncertainty as to whether the company can replace its declining backlog ; risks involved in properly managing complex projects ; risks relating to revenues under customer contracts , many of which can be canceled on short notice ; risks related to the implementation of the company 's strategic plan , including the ability to make acquisitions and the performance and future integration of acquired businesses ; and other risks and uncertainties disclosed in the company 's filings with the Securities and Exchange Commission . These uncertainties may cause the company 's actual future results to be materially different than those expressed in the company 's forward - looking statements . The company does not undertake to update its forward - looking statements . # # #