2Executive SummaryLas Vegas Railway Express, Inc. (the “Company”, “LVRE”) will operate the “X” Train, a luxury passenger train, on a mile route between Los Angeles and Las Vegas and will offer a compelling alternative to current travel optionsTrains Outfitted With First Class AccommodationsDeluxe first class cars with executive seats, multiple flat screens in each car, bar and five-star food service, smoking cars, limited card games (for hotel credit—no gambling) , corporate suites and door-to-door hotel transfers upon arrival in Las VegasConcierge Reservation Services: Pre- and post-boarding at discounted prices from hotels, restaurants, showsNon-train booking income provides supplementary growth opportunityProcure Operating rights for passenger train service over existing Union Pacific (“UP”) and Burlington Northern Santa Fe (“BNSF”) rail systemsLVRE to provide market rate fees to railroads to for financial incentive to give priority to LVRE trainsLVRE has negotiated right-of-way over longer and slower UP freight trainsUP has agreed to a 90% on-time arrival guaranteeQuick Train StatisticsAverage Speed – 65 mphTrip Time – 5 hoursFare – $99/passenger (one-way)
3Market and Competition Driving is cheapest and most popular mode of travel, but route congestion and safety are prevalent and growing problems12MM individuals drive between Los Angeles and Las Vegas each yearSingle highway (I-15) drive over mountain pass (plus intersections)On peak travel days (which coincide with Las Vegas as entertainment destination) the drive can take 6+ hoursDrive takes ~4.5 hours on uncongested days (Monday afternoon, Tuesday and Wednesday)I-15 between Los Angeles and Las Vegas is the most dangerous highway in the country (according to U.S. DOT)Typical trip costs: ~$68/one way (17 gallons of gas)Flying is more expensive and door-to-door transit time only marginally faster than driving2MM individuals fly to Las Vegas each year from one of four Los Angeles airportsTickets are $280-$320 per person one wayFlying has its own issues:1 hour actual flight time, plus drive time in traffic to airportIncur additional parking feesMust endure check-in and airport security proceduresAdditional waiting time in advance of flightTotal time: ~4.5 hoursFlying is generally an uncomfortable experience given driving to airport through congestion, airport procedures, uncomfortable seats due to small plane configuration, lack of carry-on baggage space, limited service and Las Vegas hotel transfer
4Compelling Opportunity Ample demand exists in current market to make LVRE a winnerLas Vegas Municipal RTC Survey estimated 4MM individuals would use rail if a viable option existedOther surveys estimate that 30% of the 12MM individuals which travel to Las Vegas do so for entertainment alone (gambling, shows, world-class dining, shopping, etc.—excludes travel for business, conventions, athletic events, etc.)Non-train booking services will generate a high-margin, supplemental and diversified revenue streamOnline booking platform and concierge reservation service offer travelers an easy and convenient solution for lodging and entertainment bookingOpportunity to capture additional fee income from current train passengersLVRE team of experienced Las Vegas leisure and gaming experts possess deep relationships with top Vegas hotels and casinos and intimate knowledge of the marketConservative non-train revenue forecast means greater upside exists beyond current projectionsLVRE need only capture a small fraction of the overall market to achieve profitabilityBreak even projected at 120,000 passengers per yearYear 1 – Two trains making two round trips 2 days a week (Thursday, Friday –Sunday)Travel Thursday, Friday & Sunday (most popular travel days and most highly congested highway times)Overall capacity of 1,200 passengers on a train of 15 cars
5Non-Train Revenues High-Margin Supplementary Revenue Stream Booking platform will be sole channel to purchase “X” Train ticketsIn discussions with Navitaire Rail to build custom tailored ticketing and reservation portalLVRE will offer packages and specials to bundle with train ticketsHigh hit bookings: Hotel rooms, shuttle transfers (model assumes 40-50% capture rate)Specialty bookings: Golf packages, shows, club bookings etc. (model assumes ~20% capture rate)Projections calculated using a full bottom-up model for each bucket of non-train revenueWhite-Glove Concierge Booking and Reservation ServiceSales team will proactively call customers after booking to upsell bundled packagesOnboard concierge to book hotels, restaurant reservations, golf and other packagesAttractive Upside PotentialCurrent model assumes very conservative capture rateManagement’s hospitality experience suggests actual upsell rates could meaningfully exceed forecasted assumptionsPotential volume discounts from hotels, restaurants, shows, etc. currently not reflected in the modelDiscounts passed on to customers to further encourage bundling
9Operating Agreement with Union Pacific Railroad Rail access agreement to run trains on UP route from Las Vegas to Daggett, CaliforniaMarket Rate fee structureRight of way agreement to pass slower freight trainsGuarantee 90% On- Time arrivalLVRE will pay competitive market rate—incentivizing freight rail companies to give priority to LVRE trainsSole Right to run privately operated passenger service on Daggett to Las Vegas rail corridor for 5 yearsProvisions for running additional trains in future yearsCapital Improvements to be paid for by LVRE for capacity improvementUPRR completed RTC capacity planningAgreement finalized
10Union Pacific Project Team John RebensdorfVP OperationsOmaha, NEJerry WilmothGeneral Manager Network InfrastructureRoseville, CADon CaldwellReal Estate GroupRancho Cucamonga, CATerry M Tate Director Transportation Services – WestSalt Lake City. UTDavid D Orrell, PEDirector Construction/Public ProjectsRick DurrantDirector Quality Services – WestNeil ScottSuperintendent Transportation SVCS – UtahSalt Lake City, UTJames MarshallProgram Manager – Commuter EngineeringSimon J HjelmCapacity Planning
11BNSF Operating Agreement Summary Market Rate $142 per train mileGuarantee 90% on time operationsPriority scheduling over freightBNSF dispatch Fullerton to Daggett, CaliforniaOperations commence while construction on Cap Ex is underwayEconomic Benefits to BNSF Direct LVREYear 1 $9,746, Year 2 $19,493,760Year 3 $38,987,520Year 4 $58,481,280Year 5 $77,975,040
12Project Team BNSF Burlington Northern Santa Fe Matt Rose Chairman/CEO Ft. Worth, TXCarl IcePresident/COORollin BredenbergVP Capacity PlanningDJ MitchellAVP Passenger RailRich WesslerDirector Passenger Rail OperationsGary AgnewGeneral Director Resource PlanningRick L DeplerAsst. Director Passenger Operations
13Haulage Agreement with Amtrak Operating train crews and schedulingExperienced crew and maintenance teamsFamiliar with the Los Angeles to Las Vegas route on the BNSF and UP rail linesEstablished security and safety proceduresEfficient operating performance record
14Amtrak Project Team Amtrak Joe McHugh VP Policy & Development Washington, DC.Stephen GardnerJonathan HutchinsonDirector – Corridor DevelopmentOakland, CA.Don KushtoPrincipal – Host RailroadsPhiladelphia, PA.William SheridanChief, Service Planning/StrategyPaul VilterAVP – Host RailroadsSuzanne FikePrincipal Officer – Strategic Partnerships
15Rail Car Procurement & Refit Agreement in place to acquire 24 Bi-Level Budd 7600 Series passenger cars from Transportation Management ServicesBRC Coach & Transit of Las Vegas Nevada to complete refit and refurbishment of rail carsDon Primi of Rail Enterprises serves as Owner’s representative on refit & FRA, UPRR and BNSF complianceInterior design by Carpenter Sellers DelGatto, architects
17Metrolink Feeder System 12 million passengers a year ride this system These are examples of specifications and drawing disclosures of the train concept that will help you understand what constitutes a complete design of the train, which are provided as examples only. Actual designs will vary from these illustrations.
18Las Vegas Station SiteThese are examples of specifications and drawing disclosures of the train concept that will help you understand what constitutes a complete design of the train, which are provided as examples only. Actual designs will vary from these illustrations.
20LV Station Design Phase 1 (All station Designs subject to final approval by UPRR) Capacity up to 3 trains & 700,000 riders annuallyThese are examples of specifications and drawing disclosures of the train concept that will help you understand what constitutes a complete design of the train, which are provided as examples only. Actual designs will vary from these illustrations.
21LV Station Phase 2 (All station Designs subject to final approval by UPRR) Capacity up to 8 trains and 2 million riders annuallyThese are examples of specifications and drawing disclosures of the train concept that will help you understand what constitutes a complete design of the train, which are provided as examples only. Actual designs will vary from these illustrations.
23Development Timeline Uses of Proceeds The Company estimates that it will require $35MM to begin Phase I operations in the 1st yearUse of proceeds include:Railcar purchase, design, refurbishment and outfittingLas Vegas Depot design and constructionUP & BSNF mileage feesSalaries and other professional fees (legal, marketing/PR, etc.)IT and corporate infrastructure developmentAnticipated Timeline of Significant EventsCompletionandLaunch1Q 20122Q 20123Q 20124Q 20121Q 2013FinancingMezzanine FinancingClose $35MM RoundRail CarsRetrofit Design WorkRefurbishment and OutfittingLas Vegas DepotSite DesignDepot and Station ConstructionMileage FeesBNSF & UP Fees
25Key PersonnelGilbert H. Lamphere – Chairman of the Board Mr. Lamphere serves on the Board of Directors of CSX Corporation ($25bn, 23,000 mile railroad) and has served on the board of Canadian National Railway ($25bn, 15,000 mile transcontinental railroad), Chaired the Board of the Illinois Central Railroad ($2.5bn, 1,000 mile Class 1 railroad between Chicago and New Orleans) and served on the board of Florida East Coast Railway ($2.8bn railroad, 350 miles down East Coast of Florida). He was also instrumental in the investment and oversight of Mid South Rail. Mid South, Illinois Central and Canadian National became successively the most efficient railroads with the lowest operating ratios in North America. Michael Barron – President/CEO Mr. Barron has been a developer of new business enterprises for nearly 30 years. Trained as a City & Regional Planner, Mr. Barron was responsible for Monterey California’s downtown redevelopment project of famous Cannery Row and Fisherman’s Wharf. Mr. Barron founded Citidata, the first electronic provider of computerized real estate multiple listing service (MLS) information in the nation. He led the business development team at TRW that acquired 11 companies and became the world’s largest repository of real estate property information - Experian. He founded and served as President, Finet Holdings Corporation (NASDAQ:FNCM), a publicly traded mortgage banking business specializing in e-mortgage financing on site in real estate offices. The company maintained a market capitalization of $500mm. Mr. Barron pioneered the first nationwide commercially deployed video conference mortgage financing platform for Intel Corporation operating in 20 states and funded over $1bn in closed loans annually. He was CEO for Shearson Home Loans and founded Liberty Capital, a $100mm asset management company based in Las Vegas, Nevada. Wanda Witoslawski - Chief Financial Officer Ms. Witoslawski has served in progressively responsible financial positions for public companies over the past twelve years. She served as Controller for Ocean West Enterprises until its acquisition by Shearson Home Loans in 2005 where she managed the accounting function for a staff of 1,350 employees and $200mm credit facility. Upon Shearson’s exit from mortgage banking in 2007, she joined the principals Mr. Barron and Mr. Cosio-Barron as Controller at Liberty Capital Asset Management, an investor in acquiring defaulted mortgage pools, managing public accounting documents for SEC filings and the financial supervision over the liquidation of over 4,000 mortgage loans the company had acquired.
26Key Personnel (cont.)Joseph A. Cosio-Barron –Vice President – Asset Development Mr. Cosio-Barron currently serves as LVRE’s Executive Vice President and has over 35 years of experience in real estate investment and development. Previously, Mr. Cosio-Barron was President of Shearson Home Loans and co-founded Liberty Capital, a $100 million asset management company based in Las Vegas. He has also served as the Managing Partner and President of CBS Consultants, Inc. a financial firm offering highly specialized services in securities compliance, development and lending for hotels, resorts, casinos and entertainment, as Executive Vice President of Finet Holdings Corporation, President of Terra West Construction, Senior Vice-President of Multi-Financial Corporation. John H. Marino, Vice President –Rail Operations (interim) Mr. Marino currently serves as Vice President – Rail Operations where he supervises the Company’s activities with the Class 1 railroads, railcar procurement, and railset maintenance. Mr. Marino also serves as President of Transportation Management Services, Inc., and was previously President and Chief Operating Officer of Rail America (NYSE:RA), co-founder of Huron & Eastern Railway Company, Inc., President of Huron Transportation Group, President and Chief Executive Officer of several short line railroads, as an officer of the Reading Railroad and with the United States Railway Association.
27Key Personnel (cont.)Donald J. Adams, Vice President, Sales & Marketing Mr. Adams currently serves as Vice President of Sales & Marketing for the LVRE. Mr. Adams has spent the last 35 years as Founder and Chief Executive Officer of Allstate Ticketing in Las Vegas. Allstate ticketing is the oldest and largest broker of sightseeing tours in Nevada, with over 20 (and growing) locations including the Flamingo, Harrah's, Hoover Dam, Las Vegas Convention and Visitors Authority and McCarran International airport. Mr. Adams and Allstate were pioneers in using the web-based platforms for the industry and in 2005 sold Allstate to Travelocity, Inc. Prior to founding Allstate, Mr. Adams served in executive roles for many Las Vegas gaming companies. Dianne D. David-Barron, Stations Development Manager Ms. David-Barron serves as LVRE’s Stations Development Manager. Ms. David-Barron has been an executive in the real estate and mortgage industries for 38 years. She is currently responsible for the construction and operations of the Las Vegas, Nevada, X Train Railway Station and for the integration of the service in Fullerton, California Station. Ms. David-Barron was previously the VP of the REO Department for Liberty Capital Asset Management, where she he managed a portfolio in excess of 4,000 loans located in 23 states. Ms. David-Barron has also served as Vice President of Residential Lending for Shearson Home Loans, Sales Manager for Virtual Mortgage Network, Vice President of Lender Services for Finet Corporation and as President of the Lender Services Division of American Financial Network.
28Team Board Members and Consultants LVRE is supported by a team of experienced consultants and advisors whose specialties include railroad operations, investment banking, legal, insurance, real estate development, and marketingJohn McPhersonPresident Illinois Central Railroad (ret)President – Florida East Coast Railway (ret.) Board Member - LVRETom MulliganDirector, Passenger Ops. – Union Pacific (ret.)Board Member - LVREJohn MarinoPresident Rail America (ret)Mark SchulteManaging Director Dahlman Rose Investment BankersRob PekPresident – BRC Coach and TransitBrian HarringtonHarrington Group LLC - InsuranceMike DelGattoCSD ArchitectsDave SundaramOdyssey Real Estate Capital – Commercial REChet OpheikensR&O Construction – General ContractorPhil CherryLamar AdvertisingDaniel T. BehrJordan, Knauff & CoJody WalkerWalker Engineering – Civil Engineers