Secure America Acquisition CORP - FORM 8-K - EX-99.1

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8-K - Secure America Acquisition CORP	v169259_8k.htm

Investor Presentation

December 2009

Safe Harbor Statement

This presentation contains forward looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that
involve risks and uncertainties. Such statements may include, without limitation, statements with respect to the plans, objectives,
expectations and intentions of Ultimate Escapes’ management. Words such as "may," "could," "would," "should," "believes," "expects,"
"anticipates," "estimates," "intends," "plans" and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words.

These statements are based upon the current beliefs and expectations of the management of Ultimate Escapes and are subject to
significant risks and uncertainties, including those detailed in Ultimate Escapes’ filings with the SEC. Actual results, including, without
limitation, operating or financial results, may differ from those set forth in the forward-looking statements.

These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of
which are beyond the control of Ultimate Escapes). The following factors, among others, could cause actual results to differ from those set
forth in the forward-looking statements: weather and natural disasters; changing interpretations of generally accepted accounting
principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government
regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Ultimate
Escapes is engaged; fluctuations in consumer demand; management of rapid growth; intensity of competition from other companies in
the same or similar industry; general economic conditions; geopolitical events and regulatory changes, as well as other relevant risks
detailed in Ultimate Escapes’ filings with the Securities and Exchange Commission, including those set forth in the “Risk Factors” section
of the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 16, 2009 by Secure
America Acquisition Corporation, the predecessor of Ultimate Escapes. The information set forth herein should be read in light of such
risks.

Ultimate Escapes assumes no obligation to publicly update or revise any forward-looking statements or information or data contained in
this presentation, whether to reflect any change in our expectations with respect to such statement or any change in events, conditions or
circumstances on which any statement is based, or otherwise.

The financial information and data contained in this presentation is unaudited and does not conform to the SEC's Regulation S-X.
Accordingly, such information and data may not be included, or may be presented differently, in the Company's SEC filings. This
presentation contains disclosures of EBITDA for certain periods, which may be deemed to be a non-GAAP financial measure within the
meaning of Regulation G promulgated by the Securities and Exchange Commission. Management believes that EBITDA, or earnings
before interest, taxes, depreciation and amortization, is an appropriate measure of evaluating operating performance and liquidity,
because it reflects the resources available for strategic opportunities including, among others, investments in the business and strategic
acquisitions. The disclosure of EBITDA may not be comparable to similarly titled measures reported by other companies. EBITDA should
be considered in addition to, and not a substitute, or superior to, operating income, cash flows, revenue, or other measures of financial
performance prepared in accordance with generally accepted accounting principles.

Investment Highlights

Elite Club – Casa Eternidad

Los Cabos, Mexico

5,105 Square feet

4 Bedrooms, 5 Bathrooms

Outdoor Heated Pool/Spa

Oceanfront

Ultimate Escapes is a market leader in the luxury destination club market and
is the #1 destination club as measured by number of global destinations and #2
as measured by number of members

Excellent long-term revenue visibility, driven by recurring revenue

Rapid growth-to-date expected to continue, both organically and via accretive
transactions

Seasoned, experienced management team has worked together for 15-20
years in various successful ventures, including public company/IPO experience

Enterprise value of $141 million is below appraised real estate portfolio value of
$165 million, based on recent appraisals by primary lender (CapitalSource).
Investors effectively getting operating business (members, revenues, EBITDA)
for free.

Attractive economics - pro forma 2009 & 2010 EBITDA multiples are 37.0% &
68.0% discount to respective public company comparables¹

Investment Highlights

(1)

Discount based on the industry median multiples defined on slide 29

Capital Structure

Ultimate Escapes enterprise value of $141 million, based on UEI closing stock price
of $3.73 on 12/15/09 – valuation includes:

$120 million in long-term debt outstanding, plus

$33 million in common stock, less $12 million estimated cash balance at
year end

Under the terms of the recent business combination, the total consideration paid by
Secure America Acquisition Corporation (SAAC) to Ultimate Escapes Holdings, LLC
stockholders consisted of:

The delivery of 7,556,675 units exchangeable for UEI common stock valued at
$7.94 per share

Up to 3.0 million additional shares of SAAC’s common stock if Adjusted EBITDA
in 2010 or 2011 is between $23 million and $27 million

Up to 4.0 million additional shares of SAAC’s common stock if Adjusted EBITDA
in 2011 or 2012 is between $32 million and $45 million

Overview of Ultimate Escapes

Ultimate Escapes was founded in 2004 and is the industry’s fastest growing and
most diverse family of luxury destination clubs in the world

Ultimate Escapes has experienced rapid membership growth through a
combination of organic membership sales and accretive transactions

Ultimate Escapes has:

Over 1,200 affluent club members

Over 130 club properties in 45 global destinations

$167 million recently appraised real estate portfolio

Access to over 140 four and five-star affiliated luxury hotels and resorts

Within the Destination Club industry, Ultimate Escapes is:

#1 club as measured by total number of global destinations

#1 club with properties in the $1 million range

#1 club with properties in the $2 million range

#2 club with properties in the $3 million range

#2 club in total number of members

Financial Highlights

Signature Club – Pura Vida

Costa Rica

4,800 square feet

4 Bedrooms, 5 Bathrooms

Outdoor Heated Pool/Spa

Golf and Ocean Views

Reserva Conchal Resort

Pro Forma Financial Highlights

Total Year-End Members

Revenue ^(a)

EBITDA ^(a)

Net Income ^(a)

($ in millions)

Notes:

(a)

Based on adjusted GAAP revenue recognition: The non-refundable 25% portion of new membership fees is recognized over first 18 months of membership, with the remaining portion of
new membership fees amortized over 10 years

($ in millions)

Long-Term Revenue Visibility

Large member base and high 97-99%
renewal rate lead to long-term revenue
visibility, including substantial recurring
revenue

Revenue recognition comprised of recurring
annual dues, nightly fees and services fees
and semi-recurring new member initiation
fees and new member dues

Qualified affluent prospects are on the
sidelines due to the economy. As economy
improves, new leads are increasing, sales
opportunity pipeline is growing and close
rates are improving

Current real estate infrastructure allows for
forecasted member growth through 2011
before purchases of new homes are required

(a) Includes Discovery Membership revenues

44.5%

Future Growth Strategy

Additional accretive transactions

Historically it has been cheaper to buy existing club assets at a “discount”
rather than build organically; this trend expected to continue

Global expansion

Europe

Asia

Introduce new club offerings and plans

Equity club offering

Points-based membership plans

Partnerships/joint ventures with luxury brands & hospitality REITS

“Private label” offerings with resort and hospitality brands

Ultimate Escapes Outperforms Luxury Shared-Use Market

Recession impacted luxury shared-use market, with industry sales down 34%

Ultimate Escapes outperformed the luxury shared-use industry, with record
member growth, revenue growth and EBITDA growth forecasted in 2009:

47% membership growth (2008-2009)

37% revenue growth (2008-2009)

Expected Positive EBITDA and Net Income

LUXURY FRACTIONAL PRC AND DESTINATION CLUB SALES (IN MILLIONS)

2006

2007

2008

'07 - '08

% Change

Traditional Fractional Interest

$476.0

$485.1

$263.0

-46%

Private Residential Clubs

$1,070.1

$1,202.3

$912.0

-24%

Destination Clubs

$575.5

$610.0

$349.0

-43%

Total Luxury Fractional & Destination Club Sales

$2,121.9

$2,297.4

$1,525.0

-34%

Source: Ragatz Associates

Industry Resilient & Growth Opportunities

Large destination clubs have been reasonably resilient through the global
market downturn, due to strong member appeal, critical operational scale and
affluent membership demographics

High-net-worth member base has continued to pay annual dues and maintain
frequent travel plans despite a broader slow-down in business and leisure travel
(1^st Quarter 2009 busiest quarter ever for volume of member travel)

Ultimate Escapes’ property values have held better than overall market - as
evidenced by recent appraisals completed by the Company’s lender (CapitalSource)

Tremendous property acquisition opportunities in soft luxury real estate
markets during 2009 and 2010

The Ultimate Reciprocity Program also capitalizes on excess current capacity
without making new property acquisitions

Management Team

Premiere Club – Belizean Dreams

Belize

2,300 square feet

3 Bedrooms, 3 Bathrooms

Outdoor Heated Pool/Spa

Beachfront

Experienced Management Team

Jim Tousignant

President and CEO

20 years entrepreneurial experience building fast growth companies

Ultimate Resort - Founder, President & CEO

Multex.com - President and Co-Founder

Thomson Financial - Managing Director, Global Sales

Morgan Stanley - Managing Director, Business Development

Richard Keith

Chairman

15 years experience in launching successful start-up companies

Private Escapes - Founder, President

Center Partners, Inc. - Co-Founder

Private Retreats Destination Club - Chief Operating Officer

AppleOne Employment Services - Founder

Phil Callaghan

Chief Financial Officer

25 years experience in senior
management and finance

Multex.com - Chief Financial
Officer

Thomson Financial - Senior Vice
President, Finance

MTV Europe - Financial Director

Gregg Amonette

Senior VP, Bus Dev

20 years experience

Reuters - Senior Vice President,
Business Development

Multex.com - Executive Vice
President Global Product Groups

ADP Brokerage - Vice President
Retail Sales

Ed Powers

Senior VP, Operations

19 years experience

Private Escapes - Co-founder,
Executive Vice President,
Operations

Center Partners, Inc., - Vice
President Corporate Planning and
Development

Sorcia Inc., - Vice President of
Operations

Tom D'Ambrosio

CTO/Senior VP, Tech

20 years experience

Reuters - Chief Information
Officer, Reuters Research

Multex.com - Chief Information
Officer

ADP Brokerage - Director
Advanced Systems Development

Steve Healy

Senior VP, Sales

10 years experience

Stirling Sotheby’s
International Realty - Sales
Executive

Industry Overview

Elite Club – Happy Valley

Scottsdale, Arizona

5,500 square feet

4 Bedrooms, 4 Bathrooms

Outdoor Heated Pool/Spa

Golf Front – Guest Casita

Evolution of Luxury Shared-Use Industry

Luxury target market in United States of 6.7 million “millionaires” with assets of at
least $1 million and 840,000 “pentamillionaires” with assets of at least $5 million,
excluding housing¹

(1) 2008 estimate from Spectrem Group, a consulting and market research firm specializing in affluent and retirement markets

Location

Major U.S. Vacation

Destinations

Primarily

Ski-Oriented

North American Vacation

Destinations and Urban

Locations

North American Vacation

Destinations and Urban

Locations

Worldwide Destinations

Target Market

Middle-to-Lower Income

Middle-to-Upper Income

Upper Income

Luxury

Super Luxury

Time/Unit

One Week

Three to Thirteen Weeks

Two to Six Weeks

Avg Price

Cost/Unit

Cost/SF

$10,000-$40,000

$115,650

$10,500/week

<$500/sf

$187,500

$29,425/week

$500-$999/sf

$290,000

$59,335/week

>$1,000/sf

$100,000-$500,000

Ownership Structure

Right-to-Use

Non-Equity

Equity Ownership

Right-to-Use

Non-Equity

Key Players

Marriott, Disney, Hilton,

Wyndham

Marriott, Hyatt, Grand

Summit

Marriott, Hyatt

Ritz-Carlton, Four Seasons,

Auberge

Exclusive Resorts,

Ultimate Escapes

Traditional

Timeshare

Traditional

Fractional

Interests (TFI)

High

End

Fractional

Interests (HFI)

Private

Residence

Clubs (PRC)

Destination

Clubs (DC)

Industry Overview

Destination club industry started in 1999; Rapid growth of new clubs from 2003-2007 with
over 30 clubs started; Rapid consolidation in 2007-2008, resulting in 2 dominant large “global”
destination clubs

The Destination Club industry today is dominated by two major players and a number of
smaller competitors

Ultimate Escapes and Exclusive Resorts together maintain an 82% global market share

Large Market Opportunity - Luxury target market in United States of 6.7 million “millionaires”
with assets of at least $1 million and 840,000 “pentamillionaires” with assets of at least
$5 million, excluding housing ¹

(1)

2008 estimate from Spectrem Group, a consulting and market research firm specializing
in affluent and retirement markets

3,100 (59%)

1,212 (23%)

400 (7%)

150 (3%)

120 (2%)

300 (6%)

500

1,000

1,500

2,000

2,500

3,000

3,500

Exclusive Resorts

Ultimate Escapes

Quintess

A&K Residence Club

M Residences

Other Clubs

Ultimate Escapes Overview

Elite Club – Villa Paraiso

Los Cabos, Mexico

5,567 square feet

4 Bedrooms, 4 Bathrooms

Outdoor Heated Pool/Spa

Oceanfront

Company was founded by Jim Tousignant in 2004. Seasoned
management team has worked together for 15-20 years in various
successful ventures

Strong history of consistent annual member growth and revenue growth
through organic sales and accretive transactions, including:

May 2007 – Purchased $125 million of real estate assets from Tanner &
Haley bankruptcy for $105 million cash

Signed new membership agreements with 645 members

February 2008 – Purchased $17 million of real estate assets Ventures
Equity Vacation Club for $12 million cash

Signed new membership agreements with 19 members

September 2009 – Acquired $50 million of real estate assets from Private
Escapes for 8% ownership of Ultimate Escapes

Signed new membership agreements with 387 members

Company History

Members are primarily concentrated within 100-mile radius of top 30
metropolitan areas of the United States

Member demographics (based on member survey):

Highly educated (95%+ undergraduate/masters/doctorate degrees)

Majority own businesses, are senior executives or professionals
(doctors, lawyers, etc.)

High net worth: $5+ million

High annual income: $500,000+

Primary home value: $2-3 million; 50% own 2nd home

Members are active travelers (4-6 weeks per year)

Members are active in other private clubs/associations

Membership Demographics

Membership Offerings

Ultimate Escapes operates a family of 3 distinct luxury destination clubs targeting
$1 million, $2 million and $3 million average home value categories

The Ultimate Collection^SM offers club members access to more than 140 of the
world’s most desirable 4 and 5-star independent luxury hotels in major cities and
resorts in Europe, Middle East, Asia, Africa, South America and North America

The Ultimate Reciprocity Program^SM provides members with flexible reciprocity
access to participating luxury fractional and private residence club (PRC) resort
properties

Ultimate Escapes^®

Elite Club^SM

$3 million home value

Signature Club^SM

$2 million home value

Premiere Club^SM

$1 million home value

Premiere Club^SM

($1 mm home values)

Signature Club^SM

($2 mm home values)

Elite Club^SM

($3 mm home values)

Membership
Fee

$70,000 - $150,000

$145,000 - $300,000

$200,000 - $450,000

Included Days

14 - 60

Advanced
Reservations

1 - 5

Holiday
Reservations

1* - 2

Space
Available

Inside 90 - 180 Days

Annual Dues

$8,000 - $17,000

$11,500 - $35,500

$16,000 - $49,000

(*) Bronze Members receive Advanced Holiday Reservation every other year

Membership Plan Pricing

Provide range of member services and
concierge services for each club
reservation, offering both bundled
“base services” and a la carte
“premium services” for extra fee:

Pre-arrival member travel planning

Pre-stocking of kitchen and wine cellar

Private chef services

Destination activities, tours and excursions

Theatre tickets, golf tee times or spa

In-residence maid, chef, nanny

Other member services as needed

Escape Planners and Local Hosts

#1 Club in Global Destinations

Beaches and Shores

Golf and Leisure

Mountains and Trails

Metropolitan

Abaco, Bahamas

Nevis, West Indies

Bend, OR

Beaver Creek, CO

Chicago, IL

Big Island, HI

Punta Cana, DR

Boca Raton, FL

Breckenridge, CO

London, England

BVI Yacht

Punta Mita, MX

Kiawah Island, SC

Copper Mountain, CO

New York, NY

Candlewood Lake, CT

St. Thomas, USVI

La Costa, CA

Deer Valley, UT

Paris, France

Costa Rica

Turks & Caicos

La Quinta, CA

Jackson Hole, WY

Delray Beach, FL

Watercolor, FL

Lake George, NY

Lake Tahoe, NV

Belize

Lake Las Vegas, NV

Steamboat Springs, CO

Indian Rocks, FL

Naples, FL

Stowe, VT

Key West, FL

Orlando, FL

Sun Valley, ID

Los Cabos, Mexico

Outer Banks, NC

Telluride, CO

Maui, HI

Reynolds Plantation, GA

Miami Beach, FL

Scottsdale, AZ

Tuscany, Italy

130+ homes available in 45 worldwide destinations

Smart Home Technology Platform

Designed to improve member experience, control operating costs and
differentiate Ultimate Escapes from competition

SMART CARD controls music and multimedia services, digital family photo library,
lighting, temperature, and home security, providing members with personalized, safe
and friendly vacation experiences

Annual Member Renewal Rates

Valuation

Signature Club – Riga Salcio

Tuscany, Italy

3,000 square feet

3 Bedrooms, 3 Bathrooms

Outdoor Heated Pool

17 acres – private vineyard

Transaction Valuation

Notes:

(a) Treasury Method diluted shares outstanding assumes all warrants with exercise price of $8.80

(b) Assumes $40.0 million reduction in debt from the sale of excess real estate in 2010

Comparable Analysis

Sources: Bloomberg and ThomsonONE

Summary

Signature Club – Villa Paradiso

Nevis, West Indies

3,200 square feet

3 Bedrooms, 4 Bathrooms

Outdoor Pool

Beach Views

Ultimate Escapes is a market leader in the luxury destination club market and
is the #1 destination club as measured by number of global destinations and #2
as measured by number of members

Excellent long-term revenue visibility, driven by recurring revenue

Rapid growth-to-date expected to continue, both organically and via accretive
transactions

Seasoned, experienced management team has worked together for 15-20
years in various successful ventures, including public company/IPO experience

Attractive economics - pro forma 2009 & 2010 EBITDA multiples are 37.0% &
68.0% discount to respective public company comparables¹

Summary

(1)

Discount based on the industry median multiples defined on slide 29

Appendix

Elite Club – Country Club Drive

Telluride, Colorado

3,337 square feet

4 Bedrooms, 5 Bathrooms

Outdoor Heated Spa

Senior Management Track Record

Jim Tousignant, President and CEO - history of successful
entrepreneurial ventures with high growth companies:

Founded Ultimate Resort in 2004; grew business to become 2^nd largest
destination club with over 800 members; purchased certain assets from Tanner
& Haley bankruptcy in 2007; purchased certain assets from Equity Ventures
Vacation Club in 2008

Co-founded Multex.com in 1993; raised over $50 million in venture capital and
led Multex to successful $42 million IPO in 1999; acquired four companies and
grew annual revenues to $100 million; Multex was sold to Reuters in 2003

Rich Keith, Chairman - history of successful entrepreneurial ventures with
high growth companies:

Founded Private Escapes in 2003 and grew to become the 3^rd largest
destination club with over 400 members

Co-Founded Center Partners in 1996; sold to WPP Group in 1999

Beaches & Shores (Cabo, Mexico)

Golf & Leisure (Scottsdale, Arizona)

Metropolitan (New York, NY)

Mountains & Trails (Telluride, CO)

Property Themes

Timeshare Market – 20+ Years of Strong Growth
(Set Stage for Recent Expansion into Luxury Markets)

Timeshare Industry Metrics (Source: ARDA)

$9.7 billion sales in 2008 (down 8% from 2007; impacted by soft market for securitized
receivables)

1,629 timeshare resorts in 2008

7 million timeshare intervals owned; 99% participate in exchanges (RCI or Interval)

4.7 million timeshare owner households

Occupancy of 82% in 2008

Consistent growth during wars, recessions, oil embargo, 9/11

$1.5 Billion Luxury Shared-Use Market
(Luxury Shared-Use Market: Similar Growth Dynamics As Timeshare)

Competition - “Smart Money” Entering Market

Steve Case (AOL) and Perry Capital invested $90+ million in
Exclusive Resorts

Fortress Investment Group acquired Crecendo and
BellHavens in late 2008 and launched A&K Residence Club

Marriott launched Ritz Carlton Destination Club in early 2009

Other major resort and hospitality brands interested in
entering destination club market

Integrates smart-card technology, computers, home music and entertainment, lighting,
HVAC, security and energy systems with Ultimate Escapes’ proprietary web-based
technology platform

Smart Home Technology

Elite Club – Terrace Green

La Quinta, CA (PGA West)

4,400 square feet

5 Bedrooms, 5 Bathrooms

Outdoor Heated Pool/Spa

PGA West – Golf front

Improves operating efficiency and scalability

Significant cost savings due to reduced energy, water and labor

Modular and easily expandable

Proactive remote monitoring and intervention

Smart Homes Reduce Energy Costs

Smart Home Technology Rollout

Phase I Systems

Pool Monitoring

Lights

HVAC

Irrigation

Water flow

Electrical Meter

Phase II Systems

Irrigation

LED Lighting

Solar Power Panels

Two Way Power Meters

Wind Power

Geothermal Heating

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