ICTS INTERNATIONAL N.V.
Ticker: ICTSF Binderij 7G
Exchange: NASDAQ-National Market Amstelveen, Foreign 1185 ZH
Industry: Transportation 1206438449

Type of Shares:Common Shares Filing Date:3/5/96
U.S. Shares:2,000,000 Offer Date:6/26/96
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:1,400,000 Offer Price:$7.00
Secondary Shares:600,000 Gross Spread:$0.49
Offering Amount: $18,000,000 Selling:$0.28
Expenses:$1,886,000 Reallowance:$0.10
Shares Out After:5,400,000

ManagerTierPhone
Unterberg HarrisLead Manager (212) 888-5609
Josephthal Lyon & Ross, Inc.Co-manager (212) 907-4564

Auditor: Shachak Peer Rezick & Co.
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$29.83$7.54$6.25Assets:$14.57
Net Income:$1.11$0.26$0.07Liabilities:$10.52
EPS:$0.28$0.07$0.02Equity:$4.05

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a leading provider of enhanced aviation security services, primarily serving the European operations of the major U.S. carriers. The company's principal service is the implementation of passenger risk evaluation and classification procedures, generally described as "profiling." The company is also engaged in security consulting, training and auditing for airlines and airports and in the provision of other security services. In 1995, the company directly serviced more than 75,000 flights for 45 airlines at 34 locations in 12 countries. The company's profiling procedures, which are intended to identify potential threats to aviation security before "at risk" situations develop, are modelled after concepts developed in Israel during early 1970's for Ben Gurion International Airport and El Al in response to recurring terrorist threats. Certain of the company's founders actively participated in the design and provision of security for those Israeli entities during that period and thereafter adapted and introduced profiling to U.S. and European airlines and airports. The profiling procedures are performed by deploying trained security personnel, who interview passengers, inspect their luggage, and monitor and restrict access to aircraft and other vulnerable areas.

Use of Proceeds
The proceeds from the offering will be used to repay debt and for general corporate purposes, including financing the company's expansion and upgrade operating facilities, customer service and training programs.

Last updated: 10/28/96

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