Kona AdventuresMatt Bender | Jimmy Kruse | Michael Loffredo

Mia

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Agenda

Executive summary

Industry drivers

Company overview

Valuation analysis

Strategic options

Final thoughts

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Kona presents an attractive opportunity in a peak marketE

xecu

tive

sum

mar

y

Sell-side advisory

Valuation overview

Enterprise Value ($mm)

Potential buyers

3

Kona Adventures is a leading

provider of travel and entertainment

services with a primary focus on

corporate travel

Maintains its market position with a

loyal customer base, strong

management team, and significant

organic and inorganic growth

drivers

Valuation analyses place Kona’s

enterprise value between

$560mm — $600mm

2016E revenue: $206.2mm

2016E EBITDA: $52.6mm

Analysis of past transactions and

the potential for synergies along

with historically strong market

conditions leads to a

recommendation of pursing a near-

term sale to a strategic buyer

Compelling story & financials

Source: Team projections

$500 $550 $600 $650 $700

Leveraged Buyout (10.3x - 11.4x)

DCF - Exit Multiple (12.0x - 12.7x)

DCF - Perpetuity (10.8x - 11.8x)

Comparable Analysis (10.5x - 11.5x)

Precedent Analysis (11.0x - 12.0x)

Agenda

Executive summary

Industry drivers

Company overview

Valuation analysis

Strategic options

Final thoughts

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Continuing growth in the broad travel marketIn

dust

ry d

rive

rs

Growth in the overall travel

industry will remain steady and

continue to drive the need for

global travel services Consumer behavior will

continue to change quickly,

and consumer needs will

become increasingly diverse

Supply-side services, (e.g.

hotels and destination

services) will remain

fragmented, and there will

always be the need for an

intermediary

Developing regions will

experience strongest growth in

demand for travel Kona’s recent expansion into

Asia will allow the company

to capitalize on this growth

Travel services industry revenue growth

4

Projection for number of outbound trips by region

Commentary

$0

$10,000

$20,000

$30,000

$40,000

2009 2010 2011 2012 2013 2014 2015 2016P 2017P

0

100

200

300

400

500

600

North America Europe LATAM MEA APAC

2013 2018E

($ in millions)

(in millions)

Sources: Euromonitor, IBIS world, investor presentations

Positioning within the travel industry In

dust

ry d

rive

rs

Players in the global travel

service industry are providers

of high value, real-time

information related to travel

and entertainment itineraries

Companies provide value-add

services to both travel providers

and buyers Requires strong relationships

with both vendors and

customers

Consumers can now bypass

traditional brick-and-mortar

travel agencies, conduct their

own research, and purchase

directly online

Travelers

5

Commentary

Travel buyers

Value-add services

Providers

Airlines Cruise Car rental Hotels Airlines

Leisure Business

Online travel agencies

Offline travel agencies

Travel management companies

Corporations

Tour operators

Meta-search

Secure efficient B2B payment solutions

Improved efficiency of complex/high volume operations

Expanded addressable customer base and offering

Efficient workflow automation and improved productivity

Reduced operating costs

Source: Investor presentations

Travel services have outperformed the broader marketIn

dust

ry d

rive

rs

Within the broader travel industry, travel service providers have outperformed significantly Low-barriers to entry and highly-fragmented conditions, particularly among smaller companies, are

conducive to acquisition activity

Further integration of travel services that are provided by these companies is making it much

easier for consumers and businesses to plan trips while also providing a more dynamic

experience

Indexed travel industry performance (weighted by market capitalization)

6

Commentary

Source: Bloomberg

70

90

110

130

150

170

190

Comparable set Dow travel & tourism index S&P500

Agenda

Executive summary

Industry drivers

Company overview

Valuation analysis

Strategic options

Final thoughts

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Strong positioning with room for growth C

om

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Kona Adventures is a leading provider of

travel and entertainment services to

primarily small and medium size

businesses Includes airfare accommodation, hotel

booking, transportation services, and

entertainment planning

For each transaction that Kona facilitates,

it receives a percentage of the total cost The company provides “service”

transactions, which are those done by

Kona employees, as well as “digital”

transactions, which are those made by

clients using an app or online means

Strong projected EBITDA growth as the

company moves to expand into new

markets through acquisition and grow an

already large and diverse customer base 22.0%

24.0%

26.0%

28.0%

30.0%

$0

$20

$40

$60

$80

$100

2015A 2016E 2017P 2018P 2019P 2020P 2021P

EBITDA EBITDA Margin

EBITDA growth and margins

45.0%

25.0%

20.0%

10.0%

Small to medium business(SMB)

Large corporations

Personal (luxury)

Local business

2016E sales by end market

7Sources: Team projections and company materials

($ in millions)

Customer and service diversificationC

om

pan

y ove

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w

Recent emphasis on

entertainment planning allows

for diversification of revenue Complete integration from

air travel to event

attendance

Kona creates value for its

customers by removing the

need for an in-house

administrative travel process Strong vendor relationships

provide superior access for

customers

The company maintains and

continues to grow its global

presence through its

multinational customer base 25% of 2016E sales are

through European markets

Service / solution offerings breakdown by revenue

8

Customer concentration trends

Commentary

58.5%23.8%

11.3%

6.5%

Aircraft accomodation Hotel booking Transportation services Entertainment planning

54.8%

24.7%

10.0%

10.4%

44.4%

28.4%

8.4%

18.9%

2013 2016 2021

0%

10%

20%

30%

40%

50%

Small to mediumbusiness

Large corporations Personal (luxury) Local business

2011 2016E

Sources: Company materials and team projections

Positioning analysis C

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9

W

TO

S

Second to market in fast growing

service offerings and geographic

segments

Focused in business travel, which

is growing slower than leisure

travel

Growth of direct booking

that allows for greater

discounts

Low barriers to entry and high

fragmentation lead to a very

competitive landscape

Cyclical nature of travel industry poses

macroeconomic risk

Current portfolio offering and

strong vendor relationships allow

customers broad access

Strong and committed

management team

Diverse geographic

presence

Further expansion into

Asia and other developing

areas

Pursuing acquisitions to expand

offerings, such as education services

Development of new vendor

relationships

Source: Company materials

Agenda

Executive summary

Industry drivers

Company overview

Valuation analysis

Strategic options

Final thoughts

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Valuation overviewV

aluat

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is $500 $550 $600 $650 $700

Leveraged Buyout (10.3x - 11.4x)

DCF - Exit Multiple (12.0x - 12.7x)

DCF - Perpetuity (10.8x - 11.8x)

Comparable Analysis (10.5x - 11.5x)

Precedent Analysis (11.0x - 12.0x)

2016E EBITDA multiple:

Enterprise Value ($ in millions):

9.5x 10.5x 11.4x 12.4x 13.3x

10

Valuation Range:

$560mm — $600mm

Source: Team projections

Comparable company analysisV

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($ in millions, except for price. Data as of November 3, 2016)

Company name

Ticker &

exchange Price

% of 52 Market

Cap

Enterprise LTM 2016E EBITDA Enterprise Value EBITDA

week high value EBITDA Revenue EBITDA Revenue margin LTM EBITDA 2016E EBITDA 2016E Revenue YOY Growth

Corporate Travel Management CTD AU A$18.12 94.1% $2,346 $2,308 $90 $339 $116 $437 26.5% 25.7x 19.9x 5.3x 29.1%

eDreams Odigeo SL EDR SM € 2.70 87.6% 314 674 105.2 546.0 111.6 543.7 19.3% 6.4x 6.0x 1.2x 13.3%

Lastminute.com NV LMN SW CHF 13.70 87.0% 195 122 13.1 253.1 14.6 260.5 5.2% 9.3x 8.4x 0.5x NA

MakeMyTrip Ltd. MMYT US $27.00 84.6% 1,140 1,125 (76) 374 (53) 224 (20.2%) NA NA 5.0x NA

Sabre Corp. SABR US $23.46 78.2% 6,573 9,764 924 3,248 1,084 3,393 28.5% 10.6x 9.0x 2.9x 29.0%

Smiles SA SMLE3 BZ R$54.75 91.9% 2,148 2,025 171 459 166 468 37.2% 11.9x 12.2x 4.3x 24.3%

Travelport Worldwide Ltd. TVPT US $13.44 88.3% 1,667 3,976 527 2,310 608 2,491 22.8% 7.5x 6.5x 1.6x 11.8%

Travelzoo Inc. TZOO US $9.15 69.0% 127 102 13 131 12 129 9.6% 8.1x 8.3x 0.8x 9.1%

WebJet Ltd. WEB AU A$9.31 76.3% 1,183 1,104 48 198 72 277 24.3% 22.9x 15.4x 4.0x 56.8%

Kona Adventures $52.6 $206.2 25.5% 15.4%

High $6,573 $9,764 $924 $3,248 $1,084 $3,393 37.2% 25.7x 19.9x 5.3x 56.8%

3rd Quartile 2,148 2,308 171 546 166 544 26.5% 14.6x 13.0x 4.3x 29.1%

Median 1,183 1,125 90 374 112 437 22.8% 10.0x 8.7x 2.9x 24.3%

Mean 1,744 2,356 202 873 237 913 17.0% 12.8x 10.7x 2.8x 24.8%

1st Quartile 314 674 13 253 15 260 9.6% 7.9x 7.8x 1.2x 12.6%

Low 127 102 (76) 131 (53) 129 (20.2%) 6.4x 6.0x 0.5x 9.1%

Commentary Derived valuation

Comparable companies are similar in size

and derive revenue from around the world Much of the North American market has

been consolidated into three large players

Travel technology companies were chosen

to represent Kona’s scalable platform

Kona Adventures' 2016E EBITDA $52.6

Comparable Multiple Range 10.5x 11.5x

Enterprise Value Range $552.1 $604.7

Source: Bloomberg 11

($ in millions, except for price. Data as of November 3, 2016)

Target company Acquirer

Transaction Announcement Transaction

Premium

Transaction Value

type date value Revenue EBITDA EBIT

eLong Inc. China E-Dragon Holdings Ltd Strategic 2/4/2016 $75.8 27.5% 2.0x -- --

Ikyu Corp. Yahoo Japan Corp. Strategic 12/15/2015 774.2 39.1% 13.0x 35.7x 36.9x

Orbitz Worldwide Inc. Expedia Inc. Strategic 2/12/2015 1,595.5 26.5% 1.7x 11.4x 19.5x

Wotif.com Holdings Ltd. Expedia Inc. Strategic 7/7/2014 584.2 32.6% 4.0x 8.5x 9.6x

Astaka Holdings Ltd. Corporate Travel Management Strategic 11/20/2013 49.2 40.5% 2.2x 8.1x 9.1x

Qunar Cayman Islands Ltd. Ocean Management Ltd. Sponsor 6/23/2016 4,067.4 7.9% 6.0x -- --

Kuoni Reisen Holding AG EQT Partners AB Sponsor 2/2/2016 1,351.3 25.0% 0.4x 10.0x 16.6x

Opodo Ltd. AXA SA Sponsor 7/1/2011 613.2 -- 4.1x 11.7x 17.2x

High 13.0x 35.7x 36.9x

3rd Quartile 4.6x 11.6x 18.9x

Median 3.1x 10.7x 16.9x

Mean 4.2x 14.2x 18.1x

1st Quartile 2.0x 8.9x 11.3x

Low 0.4x 8.1x 9.1x

Precedent transaction analysisV

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Commentary Derived valuation

Precedent transactions were chosen from

similarly sized companies with comparable

growth rates North America’s consolidation has taken

place with far larger companies

Recent sponsor activity has been in

emerging markets as middle class develops

Kona Adventures' 2016E EBITDA $52.6

Comparable Multiple Range 11.0x 12.0x

Enterprise Value Range $604.7 $657.3

Source: Bloomberg 12

Discounted cash flows analysisV

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Derived valuation

($ in millions, except for price. FY ended December 31,)

Estimated Projected

2016E 2017P 2018P 2019P 2020P 2021P

EBITDA 52.6 60.7 66.7 73.4 84.0 91.3

Less: D&A 0.5 0.5 0.6 0.5 0.7 1.0

EBIT 52.1 60.2 66.1 72.9 83.2 90.4

Tax Effect @ 35.0% 18.2 21.1 23.1 25.5 29.1 31.6

NOPAT 33.9 39.1 43.0 47.4 54.1 58.7

Add: D&A 0.5 0.5 0.6 0.5 0.7 1.0

Less: CapEx (0.7) (0.7) (0.7) (0.8) (0.9) (1.0)

Less: Acqusition Costs 0.0 0.0 0.0 0.0 0.0 0.0

Less: Changes in NWC (14.8) (2.3) (2.6) (2.6) (3.0)

Free Cash Flow 24.1 40.5 44.5 51.4 55.7

PV of FCF 20.0 30.5 30.5 32.1 31.6

Assumptions Revenue growth peaks in

2019 at 10%+

Normalized margins

WACC of 9.9%

Comparable assumptions Comparable unlevered betas

were used in determining

Kona’s systematic risk

Cost of debt was estimated

using debt comparables

Exit multiple method led to

higher valuation due to double

digit EBITDA growth Low capital expenditures

result in higher FCF

Commentary

Exit Multiple Method

Exit Multiple 10.0x

Terminal Value 913.4

PV of Terminal Value 517.9

Plus: PV of Future FCF 144.6

Enterprise Value 662.4

Perpetuity Growth Method

Perpetuity Growth Rate 2.75%

Terminal Value 798.3

PV of Terminal Value 452.6

Plus: PV of Future FCF 144.6

Enterprise Value 597.2

Sources: Bloomberg and team projections 13

Leveraged buyout analysisV

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Leveraged assumptions Leverage 5.5x EBITDA

consisting of term loan B at

6.5% fixed interest

Consists of a 3.0%

repayment rate per year

Debt comprised 50% of

initial sources

Multiple assumptions Assumes a 10.5x exit

multiple, which implies a

10.5x entry multiple

Limited capital expenditures

maximize cash flow available

for debt repayment

Asset-light base results in

sizable goodwill creation

CommentaryCapital structure

Exit Multiple

Sp

on

sor

Targ

et

IRR

9.5x 10.0x 10.5x 11.0x 11.5x

21.0% 568.2 586.2 604.2 622.3 640.3

23.0% 543.3 559.8 576.4 592.9 609.4

25.0% 520.9 536.1 551.3 566.5 581.7

27.0% 500.7 514.7 528.7 542.7 556.7

29.2% 480.7 493.5 506.3 519.1 531.9

EV sensitivity analysis

Sources: Bloomberg and team projections

($ in millions)

14

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

2017P 2018P 2019P 2020P 2021P

Equity Debt

Historically long bull market brings downside riskV

aluat

ion

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is

Industry revenue is driven by

discretionary spending, which is one of

the first metrics affected during a

recession Extravagant corporate travel is first to

go when earnings slide

In a modeled recession, revenues drop

~5% in consecutive years as travel

spending is curtailed Earnings rebound in 2021P

Low asset base allows for high variable

costs and low overhead

Projected downside beginning in 2019P

results in a valuation ~20% below the

current valuation range Use of debt allows for less downside in

leveraged buyout scenario

Valuation impact

Top-line numbers hit hardest in a 2019P recession

$150

$200

$250

$300

$350

2014A 2015A 2016E 2017P 2018P 2019P 2020P 2021P

Base Downside

$0

$200

$400

$600

$800

Base Downside

DCF - Exit multiple DCF - Perpetuity Leveraged buyout

$168mm of cumulative

revenue lost

Sources: Team projections and company materials

($ in millions)

($ in millions)

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Agenda

Executive summary

Industry drivers

Company overview

Valuation analysis

Strategic options

Final thoughts

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Potential acquisition targetsStr

ateg

ic o

pti

on

s

Source: Company websites 16

Kona Adventures

Choose to enter a new,

fast-growing market

segment, that has seen

a flurry of recent deal

activity

Continue to develop

technology platform

as a value proposition

for clients through

acquisition

Studentuniverse.com, Inc. provides

ticket booking, hotel book, and

activity booking services exclusively

for students

BeatnPaths, Inc. is a B2B cloud

platform connecting global

attractions and activities with

agencies, hotels, and airlines to

enhance travel experience

Kona’s proven acquisition history and financial capacity

continue to make it an acquiror of choice

Potential acquisition financial impactStr

ateg

ic o

pti

on

s

Proposed acquisition takes place in 2017P and has small financial impact Penetration into new market allows for further acquisitive actions in 2018+

In a levered buyout situation, initial cash outlay is mitigated by additional cash available for

debt repayment in subsequent years

Acquisition can result in a valuation increase that is 2.0x initial investment $12.2 million

EBITDA impact

$0

$20

$40

$60

$80

$100

2013A 2014A 2015A 2016E 2017P 2018P 2019P 2020P 2021P

Organic Incremental Addition

Commentary

Sources: Team projections and company materials

($ in millions) ($ in millions)

17

Cash available for debt repayment

($15)

$0

$15

$30

$45

$60

2017P 2018P 2019P 2020P 2021P

Organic Incremental Source (Use)

Strategic buyer universeStr

ateg

ic o

pti

on

s

Initial Outlay

Integrated / Operators Technology platformTravel service

Due to Kona’s attractive value proposition in a consolidating market, the company would be

very attractive to a strategic industry player Asset-light base and tech-enabled platform provide further incentives for acquisition

The company can be expected to draw interest from various players within the travel industry

Sources: Travel Weekly, Bloomberg, CapIQ 18

TTS is a global leading

player in the development

of innovative solutions for

the travel and tourism

industry

Targeted strategic buyersStr

ateg

ic o

pti

on

s

RationaleMetrics

Size and legacy platform motivates acquisition

Current dependency on brick-and-mortar locations

Stated expansion plans for online booking and

research capabilities

Sources: Company websites, CapIQ

Privately Held

$3.8B in sales in

2015

Privately Held

$2.5B in sales in

2015

LTM sales of

£14.6B

LTM EBITDA of

£1.3B

Private Held

$2.8B in sales in

2015

Description

AAA Travel, a subsidiary of

AAA, offers products and

services directly to

consumers via brick-and-

mortar locations and online

Altour is the largest

independently owned travel

management company in

the U.S., serving luxury and

mid-markets

TUI Group is a leading

tourism company. Based in

Germany, it boasts 1,800

travel agencies, six airlines,

and 300 hotels

Travel and Transport is a

full service travel

management company

headquartered in Omaha,

Nebraska

An American Express Travel Representative

Four acquisitions in the last 12 months

Concentration within corporate travel fits Kona’s

current revenue concentration

Provides international growth platform

Fully-integrated business model creates expansion

opportunity for Kona’s event segment

Market-leading expertise in technology solutions for

the travel and tourism industry

Platform for growth in domestic and international

markets

Concentrates on corporate event management

Looking to enter faster growing luxury tourism

management

Recent Gallup market study confirmed commitment

to advancement in travel industry

Privately Held

19

Financial sponsors universe Str

ateg

ic o

pti

on

s

Rationale

Invests in media, communications, business, and information services

companies

Partners with management to help build the business and allow synergies

Currently maintains investments in corporate travel management companies

Criteria

Equity value of

~$150mm

N/A but recently

partnered to invest

$900mm in equity

Partners with company management to create long-term value

Invests in the travel, transportation, hospitality, and payment sectors

Current investments; American Express Global Business Travel and Travel

Leaders Group

Multi-stage investment firm exclusively focused on global travel private equity

and venture capital investments

80% of firm investments are as private equity

Supports a robust travel portfolio

Equity value between

$30-250mm

Seeks to find high growth businesses in a variety of industries

Invested in several travel companies including Reed & Mackay, CTC Aviation

Group and Griffin Global

Equity value of

~$120mm

Source: Company websites 20

Financial sponsors universe Str

ateg

ic o

pti

on

s

RationaleCriteria

Source: Company websites

Equity value of $30-

100mm but is able to

partner for

more equity

Equity value above

$250mm

Equity value between

$100-500mm

N/A

First independent private equity firm focused on Chinese travel and tourism

sector

Invests across all aspects of the travel industry; hotels and resorts, attractions,

online and offline travel agencies and operators, transportation services, and

related business solution providers.

Focused on business services and technology

Current investments in travel industry include Odigeo, which is the leading

online travel agency in Western Europe

Invests in a wide range of industries including the transport & travel sectors

Recently purchased Kuoni group, a leading service provider to the global travel

industry

Financial capacity

Involved in the middle market travel services industry

Three related transactions during the past 30 months

21

Selected buyers Str

ateg

ic o

pti

on

s

Source: Company websites

Certares focuses exclusively on the travel, transportation, hospitality, and

payment sectors. The management team has significant experience operating

companies within the travel sector, particularly travel management companies.

The firm owns American Express Global Business Travel and Travel

Leaders group. Because of these portfolio companies, we believe that Kona

would be a strong fit to provide new growth opportunities and product

offerings, which would likely allow for a higher price to be paid.

Altour is an established travel management company through its American

Express Travel Representative membership. Additionally, they are one of the

few asset-light travel management companies to be involved in corporate,

leisure, and event management services. With over $2.5B in sales in 2015,

Altour’s size would make an acquisition possible, with the potential for

significant synergies as a result of the transaction.

22

Favorable time for saleStr

ateg

ic o

pti

on

s

Recent run-up in comparable

equity prices has been due to

investor sentiment, not

financial results Run almost solely driven by

multiple expansion

Spurred-on by acquisition

rumors

Overall M&A market has

been stagnant Multiples have leveled out

during the past 24 months

Combination of factors make

it an ideal time for Kona

Adventures to go to market

Middle-market multiples have stagnated…

…But travel service comparables are at historic highs

Commentary

Sources: Team projections and Pitchbook

0.0x

4.0x

8.0x

12.0x

16.0x

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q

2014 2015 2016

(EV/EBITDA multiples for transactions with EV>$250mm)

6.0x

10.0x

14.0x

2/10/2016 4/8/2016 6/7/2016 8/4/2016 10/3/2016

(Comparable companies EV/EBITDA multiples)

23

Agenda

Executive summary

Industry drivers

Company overview

Valuation analysis

Strategic options

Final thoughts

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Kona presents an attractive opportunity in a peak marketF

inal

th

ough

ts

Strategic vs. sponsored

Alternative growth opportunities

Valuation overview

Enterprise Value ($mm)

Final recommendation

A sale to a strategic buyer offers

Kona a number of advantages Larger global platform to

continue to penetrate

international markets and grow

share in existing segments

Stronger synergies from cross-

selling opportunities

Current management will be left

on to spearhead new growth

opportunities

An acquisition of StudentUniverse would

begin a move into the fast-growing,

fragmented student travel industry

BeatnPaths would build on an already solid

technology platform to connect clients

with travel experience opportunities

We recommend that Kona Adventures engages in a sale

to Altour International, Inc. Strong synergies along with the opportunity for

entirely new growth channels

This sale should take place in the near-term given strong

current market conditions

Implied valuation range of $560 — $600mm

24

$500 $550 $600 $650 $700

Leveraged Buyout (10.3x - 11.4x)

DCF - Exit Multiple (12.0x - 12.7x)

DCF - Perpetuity (10.8x - 11.8x)

Comparable Analysis (10.5x - 11.5x)

Precedent Analysis (11.0x - 12.0x)

Appendix

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Pro forma statement of incomeA

pp

end

ix

Statement of income

Historical Estimated Projected

2013A 2014A 2015A 2016E 2017P 2018P 2019P 2020P 2021P

Airfare accomodation $95.1 $101.0 $106.7 $113.1 $119.3 $124.1 $128.4 $132.4 $135.9

Hotel booking 38.7 42.5 46.5 50.9 57.0 64.9 72.1 80.0 86.9

Transportation services 18.3 19.0 19.8 20.7 21.6 22.5 23.5 24.5 25.6

Entertainment planning 10.5 13.2 16.7 21.5 26.9 35.5 47.9 63.0 77.7

Total revenue $162.7 $175.6 $189.7 $206.2 $224.8 $247.0 $272.0 $299.9 $326.2

Service costs (non-payroll) 63.8 68.5 75.9 85.6 94.4 106.2 119.7 131.9 143.5

Digital/apps/online costs 37.1 39.9 39.8 41.2 42.7 44.5 46.2 48.0 48.9

Payroll costs 26.0 26.3 27.5 26.8 27.0 29.7 32.6 36.0 42.4

Potential acquisition expenses - - - - - - - - - - - - - - - - - -

Depreciation & amortization expense 0.3 0.4 0.6 0.5 0.5 0.6 0.5 0.7 1.0

EBIT $35.5 $40.6 $45.9 $52.1 $60.2 $66.1 $72.9 $83.2 $90.4

Interest expense 10.1 10.1 10.1 10.1 10.1 10.1

Tax provision 12.4 14.2 16.1 14.7 17.5 19.6 22.0 25.6 28.1

Net income $23.0 $26.4 $29.8 $27.3 $32.5 $36.4 $40.8 $47.5 $52.2

Depreciation & amortization 0.3 0.4 0.6 0.5 0.5 0.6 0.5 0.7 1.0

Capital expenditures 0.2 0.5 5.5 0.7 0.7 0.7 0.8 0.9 1.0

EBITDA $35.8 $40.9 $46.5 $52.6 $60.7 $66.7 $73.4 $84.0 $91.3

Margin analysis

EBITDA 22.0% 23.3% 24.5% 25.5% 27.0% 27.0% 27.0% 28.0% 28.0%

D&A (as a % of Total revenue) 0.2% 0.2% 0.3% 0.2% 0.2% 0.2% 0.2% 0.3% 0.3%

CapEx (as a % of Total revenue) 0.1% 0.3% 2.9% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3%

NWC (as a % of Total revenue) 4.0% 3.3% 4.3% 10.6% 10.6% 10.5% 10.4% 10.5%

EBIT 21.8% 23.1% 24.2% 25.3% 26.8% 26.8% 26.8% 27.8% 27.7%

% Cost of sales

Service costs (non-payroll) 39.2% 39.0% 40.0% 41.5% 42.0% 43.0% 44.0% 44.0% 44.0%

Service costs (non-payroll, as a % of Service revenue) 71.9% 73.2% 78.9% 85.8% 88.0% 91.1% 92.1% 90.8% 89.7%

Digital/apps/online costs 22.8% 22.7% 21.0% 20.0% 19.0% 18.0% 17.0% 16.0% 15.0%

Digital/apps/online costs (as a % of Digital revenue) 50.1% 48.5% 42.6% 38.7% 36.3% 34.1% 32.5% 31.1% 29.5%

Payroll costs 16.0% 15.0% 14.5% 13.0% 12.0% 12.0% 12.0% 12.0% 13.0%

Tax Rate 35.0% 35.0% 35.0% 35.0% 35.0% 35.0% 35.0% 35.0% 35.0%

Average interest rate 8.0% 8.0% 8.0% 8.0% 8.0% 8.0%

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Pro forma balance sheetA

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Balance sheet

Estimated Projected

2016E 2017P 2018P 2019P 2020P 2021P

Assets

Cash $16.9 $34.7 $69.4 $108.3 $154.0 $203.9

Restricted cash 2.1 2.1 2.1 2.1 2.1 2.1

Accounts receivable, net 81.9 86.2 94.8 104.3 114.7 125.1

Prepaid expenses & other assets 2.4 3.4 3.7 4.1 4.5 4.9

Income tax receivable 0.7 0.7 0.7 0.7 0.7 0.7

Deferred income taxes 0.7 0.7 0.7 0.7 0.7 0.7

Total current assets $104.7 $127.8 $171.4 $220.2 $276.7 $337.4

PPE, net 10.9 11.0 11.2 11.5 11.6 11.6

Goodwill 157.6 157.6 157.6 157.6 157.6 157.6

Intangible assets, net 39.8 39.8 39.8 39.8 39.8 39.8

Acquisition assets - - - - - - - - - - - -

Deferred financing fees, net 1.9 1.9 1.9 1.9 1.9 1.9

Refundable security deposits 0.4 0.4 0.4 0.4 0.4 0.4

Total other assets $210.5 $210.7 $210.8 $211.1 $211.2 $211.2

Total assets $315.3 $338.5 $382.2 $431.3 $487.9 $548.7

Liabilities & Member's Equity

Accounts payable and accrued expenses $48.9 $49.5 $54.3 $59.8 $66.0 $71.8

Income taxes payable 0.9 0.9 0.9 0.9 0.9 0.9

Client deposits 16.7 16.9 18.5 20.4 22.5 24.5

Deferred revenue - - - - - - - - - - - -

Contingent purchase consideration 10.3 - - - - - - - - - -

Total current liabilities $76.8 $67.2 $73.8 $81.1 $89.4 $97.1

Long-term debt 126.4 126.4 126.4 126.4 126.4 126.4

Deferred rent 6.4 6.6 7.4 8.4 9.2 10.0

Deferred income tax liability 13.9 13.9 13.9 13.9 13.9 13.9

Total liabilities $223.5 $214.1 $221.5 $229.8 $238.9 $247.5

Total member's equity $91.8 $124.3 $160.7 $201.5 $249.0 $301.2

Total liabilities & member's equity $315.3 $338.5 $382.2 $431.3 $487.9 $548.7

check - - - - - - - - - - - -

NWC 8.9 23.8 26.1 28.7 31.2 34.3

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Pro forma statement of cash flowsA

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Statement of cash flows

Projected

2017P 2018P 2019P 2020P 2021P

Cash from operating activities:

Net income $32.5 $36.4 $40.8 $47.5 $52.2

Depreciation & amortization 0.5 0.6 0.5 0.7 1.0

∆ in deferred rent 0.2 0.8 0.9 0.9 0.8

∆ in restricted cash - - - - - - - - - -

∆ in accounts receivable (4.3) (8.5) (9.6) (10.4) (10.4)

∆ in prepaid expenses & other assets (0.9) (0.3) (0.4) (0.4) (0.4)

∆ in income tax receivable - - - - - - - - - -

∆ in deferred income taxes - - - - - - - - - -

∆ in accounts payable and accrued expenses 0.6 4.9 5.5 6.1 5.8

∆ in income taxes payable - - - - - - - - - -

∆ in client deposits 0.2 1.7 1.9 2.1 2.0

∆ in deferred revenue - - - - - - - - - -

∆ in contingent purchase consideration (10.3) - - - - - - - -

Cash flows provided (used) from operating activities $18.5 $35.5 $39.7 $46.6 $50.9

Cash from investing activities:

Acquisition costs - - - - - - - - - -

Capital expenditures (0.7) (0.7) (0.8) (0.9) (1.0)

Cash flows provided (used) from investing activities ($0.7) ($0.7) ($0.8) ($0.9) ($1.0)

Cash from financing activities:

∆ in long-term debt - - - - - - - - - -

Cash flows provided (used) from financing activities - - - - - - - - - -

Net change in cash $17.8 $34.8 $38.9 $45.7 $49.9

27

Pro forma income statement (w/ acquisition)A

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Statement of income

Historical Estimated Projected

2013A 2014A 2015A 2016E 2017P 2018P 2019P 2020P 2021P

Airfare accomodation $95.1 $101.0 $106.7 $113.1 $129.5 $134.8 $140.1 $145.2 $150.0

Hotel booking 38.7 42.5 46.5 50.9 57.0 64.9 72.1 80.0 86.9

Transportation services 18.3 19.0 19.8 20.7 21.6 22.5 23.5 24.5 25.6

Entertainment planning 10.5 13.2 16.7 21.5 26.9 35.5 47.9 63.0 77.7

Total revenue $162.7 $175.6 $189.7 $206.2 $235.0 $257.8 $283.7 $312.7 $340.3

Service costs (non-payroll) 63.8 68.5 75.9 85.6 94.4 106.2 119.7 131.9 143.5

Digital/apps/online costs 37.1 39.9 39.8 41.2 42.7 44.5 46.2 48.0 48.9

Payroll costs 26.0 26.3 27.5 26.8 27.0 29.7 32.6 36.0 42.4

Potential acquisition expenses - - - - - - - - 7.1 7.5 8.2 8.9 9.8

Depreciation & amortization expense 0.3 0.4 0.6 0.5 0.6 0.6 0.6 0.8 1.0

EBIT $35.5 $40.6 $45.9 $52.1 $63.2 $69.3 $76.4 $87.0 $94.5

Interest expense 10.1 10.4 10.8 10.8 10.8 10.8

Tax provision 12.4 14.2 16.1 14.7 18.5 20.5 23.0 26.7 29.3

Net income $23.0 $26.4 $29.8 $27.3 $34.3 $38.0 $42.7 $49.6 $54.5

Depreciation & amortization 0.3 0.4 0.6 0.5 0.6 0.6 0.6 0.8 1.0

Capital expenditures 0.2 0.5 5.5 0.7 0.7 0.8 0.9 0.9 1.0

EBITDA $35.8 $40.9 $46.5 $52.6 $63.8 $69.9 $76.9 $87.8 $95.6

Margin analysis

EBITDA 22.0% 23.3% 24.5% 25.5% 27.1% 27.1% 27.1% 28.1% 28.1%

D&A (as a % of Total revenue) 0.2% 0.2% 0.3% 0.2% 0.2% 0.2% 0.2% 0.3% 0.3%

CapEx (as a % of Total revenue) 0.1% 0.3% 2.9% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3%

NWC (as a % of Total revenue) 4.0% 3.3% 4.3% 10.6% 10.6% 10.5% 10.4% 10.5%

EBIT 21.8% 23.1% 24.2% 25.3% 26.9% 26.9% 26.9% 27.8% 27.8%

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Discounted cash flow assumptions & calculationsA

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WACC calculations

Capital structure

Debt 126.4

Market value of equity 442.6

Beta 0.99

Equity Risk Premium 7.5%

Size Premium 2.0%

Risk Free Rate 1.8%

Cost of Equity 11.3%

Pretax Cost of Debt* 8.0%

Tax Rate 35.0%

Cost of Debt 5.2%

WACC 9.9%

Adjusted

Company name beta Equity Debt Tax rate Unleavered beta

eDreams Odigeo SL 1.146 341.3 474.5 28.0% 0.57

Corporate Travel Management 1.000 1,351.5 28.3 30.0% 0.99

MakeMyTrip Ltd. 0.849 1,203.3 180.9 35.0% 0.77

Travelport Worldwide Ltd. 1.404 1,776.3 2,410.8 35.0% 0.75

WebJet Ltd. 0.868 826.1 42.2 30.0% 0.84

Sabre Corp. 0.936 7,161.6 3,256.0 35.0% 0.72

Travelzoo Inc. 1.212 166.7 - - 35.0% 1.21

Avg: 0.84

Kona Adventures' Capital Structure

Unlevered Beta 0.84

Equity 442.6

Debt 126.4

Tax Rate 35.0%

Levered Beta 0.99

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Additional leveraged buyout dataA

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Debt Assumptions

Scenario: 3

% of

Total Ratio Years Amount

Leverage Ratio 5.5x Debt Assumed 289.2

Revolver 0.0% 0.0x Revolver N/A 0.0

Term Loan A 0.0% 0.0x Term Loan A 10 0.0

Term Loan B 100.0% 5.5x Term Loan B 10 289.2

Subordinated Note 0.0% 0.0x Subordinated Note 10 0.0

Mezzanine Debt 0.0% 0.0x Mezzanine Debt 10 0.0

Check 100.0% 5.5x Check 0

Interest Rates

Principal Repayment Rates (per

Annum)

Revolver L+ 175 bps Revolver N/A

Term Loan A L+ 340 bps Term Loan A 5.0%

Term Loan B 9.0% Term Loan B 1.0%

Subordinated Note 13.0% Subordinated Note 0.0%

Mezzanine Debt 15.0% Mezzanine Debt 0.0%

Transaction Summary

Implied Enterprise Value 551.3 Equity Value $441.8

Leverage Ratio 5.5x Enterprise Value $551.3

Sonsor Target IRR 25.0% EBITDA Purchase Multiple 10.5x

Minimum Cash $15.0 EBITDA Exit Multiple 10.5x

Exit Year 2021 Debt Used $289.2

Equity Value Calculations Fees

Purchase Enterprise Value 551.3 Amount % EV

Less: Debt 126.4 Advisory 5.2 1.0%

Plus: Cash 16.9 Financing 5.2 1.0%

Purchase Equity Value 441.8 Legal 5.2 1.0%

Total 15.7

Leverage Ratio

Sp

on

sor

Targ

et

IRR

5.0x 5.3x 5.5x 5.8x 6.0x

21.0% 634.1 676.9 719.7 762.5 805.3

23.0% 546.6 582.8 618.9 655.0 691.1

25.0% 488.0 519.6 551.3 582.9 614.6

27.0% 446.1 474.5 503.0 531.4 559.8

29.2% 412.0 437.8 463.6 489.5 515.3

Sources and Uses

Sources

Amount % of Total

Excess Cash 1.9 0.3%

Total Debt 289.2 49.5%

Sponsor Equity 292.8 50.1%

Total Sources 583.9 100.0%

Uses

Amount % of Total

Equity Value of Company 462.7 78.1%

Repay Existing Debt 126.4 21.3%

Fee Total 3.4 0.6%

Total Uses 592.5 100.0%

30