Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ELANDIA INTERNATIONAL INC. | d8k.htm |
 1
PROJECT
AMPER
-
AMÉRICA
Acquisition of eLandia International, Inc. (USA)
Communication to Analysts and Investors
Exhibit 99.1
July 2010 |
 2
Safe Harbor
This presentation and other statements to be made by Amper contain certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act, including but not
limited to statements relating to projections and estimates of earnings, revenue, cost-savings,
expenses, or other financial items; statements of management’s plans, strategies, and objectives
for future operations, and management’s expectations as to future performance and
operations and the time by which objectives will be achieved; statements concerning proposed new
products and services; and statements regarding future economic, industry, or market conditions or
performance. Forward-looking statements are typically identified by words or phrases
such as “believe,” “expect,” “anticipate,” “project, “ ”estimate”, and “conditional verbs such as “may,”
“could,” and “would,” and other similar expressions. Such
forward-looking statements reflect management’s current expectations, beliefs,
estimates, and projections regarding Amper, its industry and future events, and are based upon certain
assumptions made by management. These forward-looking statements are not guarantees of
future performance and necessarily are subject to risks, uncertainties, and other factors (many
of which are outside the control of Amper) that could cause actual results to differ materially from those anticipated. These risks and
uncertainties include the satisfaction of closing conditions for the transaction, including obtaining
regulatory approvals; the satisfaction of the financial assumptions identified in this press
release; the possibility that the transaction will not be completed; our ability to successfully integrate
the operations of eLandia; general industry conditions and competition; and business and economic
conditions. More information about potential risk, uncertainties and other are included in
eLandia’s filings with the U.S. Securities and Exchange Commission. In light of these risks and
uncertainties, any forward-looking statements may not prove to be accurate. Accordingly, you
should not place undue reliance on any forward- looking statements, which only reflect the
views of our management as of the date of this press release. We undertake no obligation and do not
intend to update, revise or otherwise publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date of this press release or to reflect
the occurrence of any unanticipated events. |
 3
The
content
of
this
presentation
is
the
result
of
work
performed
by Amper for its analysis on the
integration of eLandia and Medidata, working on the development and execution of
this transaction with the technical support of the Corporate Finance
department of KPMG Asesores, S.L., as financial advisors. To reach the
conclusions contained in this document, they have used as a base information
provided by:
Management team of Elandia International Inc.
Management team of Medidata
Commercial Due Diligence performed by Amper
Financial,
Legal,
Labor,
and
Tax
Due
Diligence
performed
by
KPMG
y KPMG Abogados, S.L.
Introduction/Disclaimers |
 4
The purchase of US based eLandia
International Inc. by Amper
represents an opportunity to
acquire a $190 million USD (2010 estimate) business, which is complementary to the
existing Amper
business and provides a platform for growth in 17 emerging markets throughout Latin
America and the South Pacific.
The
combination
of
eLandia
and
Amper
Brazil
creates
the
regional
leader
in
Latin
America
for networking integration and solutions available to the major private and public
telecommunications service providers.
The acquisition fits clearly with Amper’s overall business strategy of
expanding globally, growing topline revenue, and entry into high growth
markets. américa
Project Amper América: Summary of eLandia Group acquisition
|
 5
Present in 14 emerging markets in Latin America
High potential for growth
Access to 16 service and communications providers and over 3,000 clients
Estimated, combined, pro forma revenue greater than $300MM USD
High potential for synergies
Complementary and experienced management teams
Able to leverage existing multi-national organization, structures and systems
Principal Cisco partner in the region (9% of Latin America quota)
Leader in the design and implementation of network integration and
communications systems for both public and private communications providers
throughout Latin America
Perfect fit with Amper’s multi-national strategy
The acquisition of eLandia creates the regional leader of network integration
and communications integration throughout Latin America
Medidata
and
eLandia’s
complementary
fit
will
allow
the
combined
entity
to
become
the
leader
in our
sector in Latin
America by having
the
most
regional presence
and
the
most
complete offering
of
products
and
services |
 eLandia is a multi-national company well poised to achieve revenue
growth and profit…
Source: Elandia
Historical growth rate
Revenue ($ m)
70
117
161
174
67.1%
37.6%
8.1%
2006
2007
2008
2009
eLandia has two major businesses: Desca
(network integration) (91%) in Latin America;
and the South Pacific (telecommunications)
(9%)
* Telecommunications include: mobile, cable,
undersea cable) in American Samoa and
other countries
pro forma (does not include discontinued operations)
6 |
 7
EBITDA 2009 = <$14,817>
Reduction at the business unit level of $5 to $6MM
Non-recurring Venezuela expenses $6.5 to $7MM
EBITDA 2009 = <$23.8MM>
One-time adjustments of $4.5 to $5.5MM
Reduction of corporate expenses of $4.5 to $5MM
Amount in (m) US $
Source: Elandia
Severance
One-time legal expenses
One-time obsolescence charge
One-time expenses for cable and TV
cable
Personnel reduction
Reduction in Audit and Consulting expenses
Reduction in investor relations
…
subsequent to undergoing a major restructuring in 2009
Personnel reduction
Reduction
other
operating
expenses
Sale of a South Pacific asset
Reduction of 300 personnel (25% of
workforce)
Changes in SWAP rate
CADIVI expenses and taxes
Accounting adjustments |
 8
1st QTR,
30.9
1st QTR,
38.5
Full Year,
173.5
Full Year*; 190
2009
2010e
Q1 2010 has shown significant improvement when compared
to Q1 2009…
Source: Elandia
Q1 2009
Q1 2010
Revenues
30.9
38.5
24.6%
EBITDA
(5.3)
(0.2)
96.2%
EBIT
(19.8)
(2.5)
87.4%
Net Loss
(21.3)
(3.2)
85.0%
Workforce
1,235
850
2009 –
2010
Amount in (m) US $
* Forecast
2
QTR,
25.4
2
QTR,
34 to 36
Quarter over quarter revenue growth
Significant improvement H1 2010 over H1 2009
EBITDA improvement partly due to opex restructuring
Well poised to meet its 2010 revenue objectives
pro forma (2009 does not include discontinued operations)
Sales Seasonality
nd
nd |
 9
eLandia has a solid base of more than 3,000 clients,
including 16 major telecommunications providers…
Source: Elandia |
 10
…
and a solid business with visibility to achieving its 2010
business objectives
Source: Elandia
(*) Projects in process which will be invoiced before the end of
2010
eLandia Group. June 2010. Amounts in (m) US $
As of June 2010, eLandia’s pipeline was over
$600MM USD
Revenue through June
2010
Backlog*
Pipeline
Total 2010e
72 a 74
38
76-78
186-190
Seasonality
38%
32%
62%
68%
2007-
2009
2010e
1er
Sem
2
Sem |
 -23,8
EBITDA performance should continue to improve due to organic growth and
improved operating margins…
Source: Elandia
Revenues
($ m)
EBITDA
($ m)
174
186-190
210-220
2009
2010e
2011e
2009
2010e
2011e
+ 10
+ 5
11.5%
9.2%
100 %
pro forma (2009 does not include discontinued operations)
11 |
 12
…
in line with the growth rates for the region (IDC)…
Source: International Data Corporation
Average growth estimate:
10-14: 7.6%
Average growth estimate
10-13: 9.5%
Growth in the Network
Integration Market
Growth in Technical
Outsourcing Support
Market |
 13
…
the combined entity has the capability of achieving regional leadership
position in the market
Products
and
services
offered
Geographic Coverage
Final Goal
Amper
América
eLandia
Medidata
Complete
Middle
Limited
Local
Multilocal
Regional |
 14
Participating in the expected overall regional
growth of Latin America
More than 3,000 clients / 16 providers
Focus on services offering (currently 30% of
revenues)
Gross margins are superior to Medidata (29%
eLandia and 24% Desca) as a result of less
competitive markets as compared to Brazil
Operating expenses running at: (24% Elandia
and 20% Desca):
Excellent relationship with Cisco
Commercial force with vast training
Contributes
commercial
processes
and
clients
Both companies have complementary business models and the potential
to increase margins
Source: Elandia
eLandia
(Desca)
Medidata
Participating in the overall growth of the
Brazilian market
Less focused on services than eLandia (24% of
revenues) and maintenance of product /
services mix
Gross margins lower than eLandia (20%) due to
increased competitiveness and diffusion of
clients in Brazil
More efficient handling of operating expenses
(11%)
Contributes efficiency and products |
 15
70%
30%
76%
24%
Medidata
Services
Products
Medidata
Education
Maintenance and support services
Installation
23%
77%
43%
14%
44%
42%
53%
65%
33%
2%
Products and Services Mix
(2009)
Partner Distribution (2009)
Services (2009)
4%
Sun
Cisco
Otros
Medidata
Complementary
mix of
technology
partners, products
and
services.
eLandia
Latam
eLandia
Latam
eLandia
Latam |
 16
Leveraging Amper’s technical capabilities and products to provide
greater coverage of the market and clients in Latin America.
Network
integration
•Complex solutions
•Processes y
applications
Access
Equipment
•Products
•Efficient model
•Manufacturer alliances
Homeland
Security
•Products / services
•Experienced
•International alliances
AMPER
•
Access to 14 countries, 16
operators and 3,000 clients
•
eLandia’s commercial strength
•
Service regional leaders
•
Access to 126 providers
•
High growth potential for
adoption of high bandwidth in
Latin America
•
High demand for Homeland
Security products and services
•
Emergency control centers and
border controls
America opportunity |
 17
In 2011, the combined entity will have estimated revenues of $360MM
USD and EBITDA between $20 and $25MM USD...
14,1%
9,7%
31,23%
290
320-340
350-370
-17
16-18
20-25
Source: Amper y Elandia
Revenue
($ m)
EBITDA
($ m)
2009
2010e
2011e
2009
2010e
2011e |
 18
Key Concepts
Effect on EBITDA 2011-2012
Revenue
Synergies
Accretive sales
5 Mill. US$
Cost
Synergies
Personnel
Financing costs (*)
Corporate expenses
6 Mill. US$
(*) Direct impact on net income
11 Mill. US $
TOTAL
Source: Amper, Elandia
Additionally, the
combined
entity
could
materialize
into
important
synergies
which
is
the
objective
of
the
100 Day integration
plan |
 19
In 2010 and 2011, the debt ratio could show significant improvement
Elandia
32,0
Medidata
-5
Elandia+Medidata
27,0
12
2010
2011
Elandia
6,0
Medidata
11,0
Elandia+Medidata
17
24
Net Debt
EBITDA
estimate(**)
Debt Ratio
1.6x
-0.5x
Amounts in (m) US $ |
 20
In summary, the transaction makes great strategic, financial and
operating
sense for Amper
Strategic
•Increase in scale
•Globalization
•Client base
•
+50%
•
14 countries (dollar Int. De 35% a 50%)
•
3,000 (16 service providers)
Financial
•Fundamentals
•Synergies
•Debt
•
EBITDA 2011 (e): $20-$25 million
•
10 -11 million $ 2011-2012
•Net debt / EBITDA (2011 e) < 0.5x
Operational
•Products mix
•Business Integration
•Management team
•Complementary
•100 Day Plan
•Highly qualified |
 21
This document contains statements about future intentions, expectations or
predictions of the Company or its management as of the date created, which
relate to various aspects, including, the growth of different business lines
and the global business, the market share, the Company’s results and other
aspects of the activity and status of the same.
Analysts and investors should be aware that such intentions, expectations or
estimates do not imply any guarantees about what will be the behavior and
future performance of the Company and assume risks and uncertainties regarding
relevant aspects, so that the results and the actual future behavior of the Company
may differ materially from what is derived from these forecasts and
estimates. The information given in this statement should be taken into
account by all persons or entities who may have to make decisions, prepare
or disseminate opinions regarding securities issued by the Company and, in particular, by the
analysts who review this document. All are invited to consult the documentation and
public information communicated or filed by the Company before the National
Securities Market. The financial information contained in this document has
been prepared under International Financial Reporting Standards (IFRS). This
financial information has not been audited and, accordingly, is susceptible to potential future
modifications.
This document is not an offer or invitation to investors to buy or subscribe shares
of any kind and, in no way, constitutes the basis of any document or
commitment. |
 22 |