International Total Services, Inc.
Ticker:ITSW 5005 Rockside Road
Exchange:NASDAQ-National Market Independence, OH 44131
Industry:Service (SIC Code 7382) (216) 642-4522

Offering Information
Type of Shares:Common Shares Filing Date:6/18/97
U.S. Shares:2,825,000 Offer Date:9/19/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:2,547,727 Offer Price:$11.25
Secondary Shares:277,273 Gross Spread:
Offering Amount: $31,075,000 Selling:
Expenses: - Reallowance:
Shares Out After:6,251,636

Primary Underwriting Group
ManagerTierPhone
McDonald & Company Securities, Inc.Lead Manager (216) 443-2370

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Baker & Hostetler
Bank's Law Firm: Calfee, Halter & Griswold
Auditor: Grant Thornton
Registrar/Transfer Agent: First Chicago Trust Company of NY

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/97 3/31/97
Revenue:$115.24Assets:$27.00
Net Income:$1.70Curr Assets:
EPS:$0.14Liabilities:$23.81
Prior EPS:$0.17Curr Liabilities:
Cash Flow/Oper:$1.94Equity:$3.19
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading domestic provider of aviation security and other aviation services. The company provides predeparture screening services for more than 60 U.S. and international carriers at more than 130 U.S. airports. The company has used its predeparture screening business to establish a growing presence in the broader aviation services market and believes that it offers a wider array of services than its competitors in this market. Aviation services offered by the company include skycap, baggage handling and aircraft cleaning services, and wheelchair and electric cart operations. The company's security services extend beyond aviation security, and include the provision of commercial security services to government and business clients, hospitals, arenas and museums. The company's revenues have grown at a compounded annual rate of 14.2% over the past five years, driven by growth in both aviation security and other aviation services as well as growth resulting from acquisitions. The company has experienced significant revenue growth in its predeparture screening business, attributable primarily to the trend toward consolidation in this market and the company's historic ability to pass on wage increases to customers.

Use of Proceeds
The proceeds from the proposed offering will be used to repay outstanding indebtedness consisting of outstandings under a revolving line of credit with the company's senior lender and Subordinated Notes, for general corporate purposes including working capital to support the company's growth, and possible acquisitions.

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