Lindblad Expeditions Holdings Inc. · NASDAQ:LIND
Lindblad Expeditions — Capitol Acquisition Corp. II — SPAC Merger (April 2015)
37 slides from Lindblad Expeditions's SPAC merger presentation, Apr 1, 2015
Slide 1: Investor Presentation
INVESTOR = PRESENTATION Z >. ae usta gum
Slide 2: Disclaimer
‘THIS PRESENTATION HAS GEN PREPARED FOR USE BY CAPITOL ACQUISITION CORP. II (CAPITOL?) ANO LINDBLAD EXPEDITIONS, INC. LINDBLAD) IN CONNECTION WITH THEIR PROPOSED BUSINESS COMBINATION, SUCH PRESENTATION MAY Be PREGENTED TO CERTAIN OF GAPITOLS STOCKHOLDERS, RS WELL AS OTHER PERSONS WHO MIGHT BE INTERE
Slide 3: Presenters
MARK D. EIN Chairman & Chief Executive Officer Capitol Acquisition Corp. II SVEN-OLOF LINDBLAD =z Founder, Chief Executive Otfioer & President 2 i Lindblad Expeditions, Inc. j IAN ROGERS. Chief Financial Officer and Chief Operating Officer Lindblad Expeditions, Inc, S. _
Slide 4: Agenda
1. Capitol Investment Thesis 2. Lindblad Expeditions Overview 3. Lindblad Market Opportunity & Growth Strategy 4. Business Combination Appendix
Slide 5: 1. Capitol Investment Thesis
Slide 6: Investment Thesis
INVESTMENT THESIS ‘* Premier Company in Industry — Lindblad is a global leader in expedition cruising and extraordinary travel experiences offering captivating trips featuring highly curated content to 40+ remarkable destinations on all seven continents © Compelling Market Opportunity — As individua
Slide 7: 2. Lindblad Expeditions Overview
Slide 8: Explore
EPrORe Unublad Expeditions and National Geograpchavejoned ors ofthe Inspire the word Uroug expedition ‘rave, Our coloration in exploration, reserth, technology and conservation wil prvi extraorinary vavel expe: fences and cisarinate googaphic nowedg around tie Jobe.
Slide 9: History of Lindblad Expeditions
“If Lars-Eric Lindblad had lived in the year 1000, he probably would have set foot on the North American continent before Leif Ericson. Or, turning eastward, he might have reached China before Marco Polo.” ~ ORNITHOLOGIST ROGER TORY PETERSON, PASSPORT TO ANYWHERE LARS-ERIC LINDBLAD (1027-1804 ‘© For
Slide 10: Discover 40+ Remarkable Destinations, All Continents
DISCOV ee 40+ REMARKABLE DESTINATIONS, ALL 7 CONTINENTS oe EUROPE ch VIETNAM & CAMBODIA ‘CENTRAL AMERICA PAOIFIC NORTHWEST. i | = @ CAPITOL | SATIS
Slide 11: Extraordinary Places, Renowned Staff, Indelible Experiences
EXTRAORDINARY PLACES, RENOWNED STAFF, INDELIBLE EXPERIENCES ‘¢ Destinations include the world’s most charismatic geographies ‘© World-class team of scientists, historians and naturalists enlighten and educate guests ‘¢ Unique expedition photography program, National Geographic photographers & certif
Slide 12: Management
MANAGEMENT SVEN-OLOF LINDBLAD, FOUNDER AND PRESIDENT IAN ROGERS, CHIEF FINANCIAL OFFICER ‘* Founded Special Expeditions (now Lindblad Expeditions) in 1979 AND CHIEF OPERATING OFFICER ¢ Joined Lindblad in 2008 + Formed mulaceted strategie allance with National Geographic that combines the strengths o
Slide 13: National Geographic Exclusive Strategic Alliance
NATIONAL GEOGRAPHIC EXCLUSIVE STRATEGIC A «© Partnership established in 2004 based on a shared '* Co-branding relationship includes all owned expedition ships heritage and passion for exploration carrying the National Geographic name * In conjunction with merger, partnership extended until ‘* Co-sel
Slide 14: National Geographic Reach
NATION Travel Television Social Media Website Print brochures sent annually ~400 million homes across 168 countries, ~117.1 million Facebook followers 17.4 million Instagram followers ~13.0 million Twitter followers 3.7 million YouTube subscribers ~24 million monthly unique users 38 million English-
Slide 15: Intimately-Scaled Expedition Ships
INTIMATELY-SCALED EXPEDITION SHIPS ‘OWNED FLEET ‘CHARTERED FLEET re
Slide 16: Fleet List
II National Geographic Explorer (i National Geographic Orion lI National Geographic Endeavour National Geographic Islander ill National Geographic Sea Bird National Geographic Sea Lion Bc BeIrOL (ZQUISITIONH, 16
Slide 17: Unforgettable Journey to Remarkable Destinations
UNFORGETTABLE JOURNEY TO REMARKABLE DE Bet Frameworks for genuine exploration; ‘Journey to Antarctica: The White Continent Galdpagos with flexibility and spontaneity built-in Re ee crus ri, fe hydrophones, video microscopes & more * Knowledgeable, engaging expedition staff 4 \ ce eae % me a ae photo
Slide 18: Award-Winning
AWARD-WINNING oe Condé Nast Traveler's 2014 Readers' Poll — ‘Top 20 Small Cruise Ships in the World, 2014 ‘Condé Nast Traveler World Savers ‘Avard, 2018 ing it Al ‘Condé Nast Traveler Readers’ Choice Award — ‘Top 25 Cruise Lines, 2013, Condé Nast Traveler "Gold List” 2007, 2008, 2005 2018, 2009, 200
Slide 19: Strong Revenue Growth
STRONG REVENUE GROWTH © Organic revenue growth has been driven by Lindblad’s increased marketing spend and abiity to increase capacity and raise prices ‘without sactiticing high occupancy levels ‘© The acquistion of NG Orion in 2018 added significant additional inventory and revenue REVENUE GROWTH C
Slide 20: Significant EBITDA Growth
SIGNIFICANT EBITDA GROWTH # EBITDA margin has increased over 700 basis points from 15% to 22% over the past five years as Lindblad managed cost, added ‘capacity and increased scale + The NG Orion was purchased in 2013 for $30 milion and, following integration into Lindblad, novr contributes approxim
Slide 21: 3. Market Opportunity & Growth Strategy
3 3. MARKET OPPORTUNITY ~ & GROWTH STRATEGY CAPITOL -* °° } ACQUISITION
Slide 22: Market Opportunity
MARKET OPPORTUNITY GROWTH IN ADVENTURE TRAVEL" (Sinbiions) sch 288 59% increase in the appeal of Sg adventure travel ¥ 60% increase in average spending per adventure trip V Increase in the average trip length from 7 days to 9 days (2009 - 2012) 2009 22 GROWTH IN SPECIALTY CRUISES Sibi SS wee v Trave
Slide 23: Unique Positioning
UNIQUE Expedition Adventure Focus ‘Attractive Target Demographic Industry-Leading NetYields‘” New Vessel Cost Net Leverage POSITIONING MODE Affluent 50+ $963 Coastal Est. ~$40 - $45m Blue Water: Est. 6130. $135 Nt XC arnival x Mase Market $168 ~s7o0m 24x Mase Market $175 -$1,050m am NORWEGIAN x Mase
Slide 24: Attractive Demographics
T MARKE ¢ Baby Boomers are an attractive, affluent and growing segment that largely seek life experiences over accumulating material possessions © Total over 75 million today © Spend over $120 billion leisure travel annually © 45% expect to take an international trip in 2015 ‘TTRACTIVE DEMOGRAPHICS
Slide 25: Differentiated Marketing Model
DIFFERENTIATED MARKETING N MODEL ‘¢ Lindblad maximizes revenue and ocoupancy, while maintaining price integrity, with strategic marketing initiatives and proactive trip and programming modifications as opposed to using promotional discounts ‘* Majority of annual marketing spend is direct mail to sup
Slide 26: 4. Business Combination
4. BUSINESS COMBINATION. = 2 TS ane 26
Slide 27: Transaction Overview
TRANSACTION OVERVIEW ‘* Pro Forma Firm Value of $442 milion ‘* Up to $110 milion of cash projected to be available to fund expansion of fleet and other transaction expenses ‘* Lindbiad will order two new coastal vessels shorty after closing for delivery in 2017 and 2018, and then opportunistically a
Slide 28: Attractive Valuation
ATTRACTIVE VALUATION SIGNIFICANT DISCOUNT To COMPS STRONG FREE CASH FLOW YIELD Fim Value / Ad, EBITDA 2018E Adj, EBITDA Maintenance Capex "! ee bid 10 79% oo | 2% obs 5 29% 0% Udblod Cmperate Company Ess Ea Medlin WELL CAPITALIZED FOR EXPANSION ATTRACTIVE HISTORICAL & PROJECTED GROWTH RATES: 2010-14
Slide 29: Summary Projections
SUMMARY PROJECTIONS ‘¢ With a new capital structure and greater financial flexibility following the merger with Capitol, Lindblad will be well positioned to pursue significant opportunities to enhance and expand the business ‘¢ Core business plan is fully funded with significant additional capacity
Slide 30: New Vessels
NEW VESSELS © Shortly after closing, Lindblad plans to purchase two new coastal vessels Athird blue water vessel is expected to be delivered in 2019 Ships will be funded through a combination of cash raised in the merger and excess cash flow COASTAL VESSEL 1 / COASTAL VESSEL 2 BLUE WATER VESSEL <==
Slide 31: Board of Directors
BOARD OF DIRECTORS a MARK D. EIN, CHAIRMAN ‘© Chairman and CEO of Capitol | and Capitol ‘Acquisition I ‘© Non executive Vice Chairman of Two Harbors Investment Corp. ‘© Strong track record of value creation having been involved in the earry stages of six ‘companies that reached $1 billion valuation
Slide 32: Capitol Acquisition Track Record
CAPITOL ACQUISITION M AN RACK SUCCESS OF CAPITOL ACQUISITION I (On October 29, 2009, Capitol I, in partnership with Pine River Capital Management, created Two Harbors Investment Corp. (NYSE: "TWO") TWO HARBORS one of the premier mortgage REITs, formed to capitalize on the severe dislocation in the R
Slide 33: Anticipated Transaction Timeline
ANTICIPATED TRANSACTION DATE EVENT ‘* Business Combination Agreement Executed March 9/10 ‘© Transaction Announced March 31 ‘© Preliminary Proxy Materials Filed w / SEC April 13 ‘¢ Set Record Date for Shareholder Vote May 4 ‘© Print and Mall Final Proxy Materials to Shareholders May 14 ‘¢ Hold Shareh
Slide 34: Appendix
ApREKBE ‘ © i. ACQUISITION 34 ’ a = +. capiro A
Slide 35: Lindblad Guiding Principles
1. Ensure that everything adds value to the guest experience. 2. Integrity is our prime equity—never compromise it. 50 of our scientis 3. Positively impact the areas we explore and in which we work. 4, Treat everyone with dignity and respect. 5. Honor the value of service 6. Maintain our expedition
Slide 36: Adjusted EBITDA Reconciliation
ADJUSTED EBITDA RECONCILIATION (Sinmitons) Year ended December 31, Reconciliation of Adjusted EBITDA to Net Income 2010 2011 «201220132014 Net income so1 $i0s $52 148 $222 Income tax expense 02 0.0 11 17 28 Interest expense, net as a8 08 79 53 Depreciation and amortization expense 84 at a6 16 18 EBI
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Capitol Acquisition Corp. II — SPAC Merger (April 2015) on 6ix