Strictly Confidential April 2011
Company Overview
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sale of any securities.
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Company Overview
Celistics Overview
At a Glance Celistics is a leading provider of end-to-end supply chain
solutions to the Latin American wireless technology industry
Largest distributor and provider
of logistics services for wireless
operators in Latin America
Telefonica’s preferred distributor Manufactures Operators
and logistics partner for all of its
Latin America operations
Customized
Handled 19.1MM wireless devices logistics and
in 2010; 29.4MM expected in 2011 distribution services
FY 2010: Net Revenue $548.1MM
FY 2010 EBITDA: $50.3MM
Over 1,100 employees, with
operations throughout the
LATAM footprint with local operations in Argentina, Brazil, Chile,
Americas
Colombia, Ecuador, El Salvador, Guatemala, Mexico, Nicaragua,
Well capitalized business: over Panama, Peru, Uruguay and Venezuela
$200 million invested to date
Founded in 2007 and
headquartered in Spain, Madrid
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Celistics: A Key Strategic Partner
Creating an efficient route to the wireless market in LATAM
Manufacturers Mobile Operators
Superior Logistics Purchasing Regional Technical
Capabilities Power Coverage Proficiency
Celistics is a key partner for wireless manufacturers and mobile operators, providing a
platform of services that extract supply chain efficiencies, improve product pricing
and availability, while enabling them to focus on their core competencies
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Celistics: Our Business
Celistics manages the entire supply chain, from the manufacturer to the consumer
International Distribution and Logistics
Planning Pick Up International Customs Warehousing Local Channel Final
Transportation Transportation Delivery Destination
Celistics provides end-to-end supply chain solutions to wireless manufacturer and mobile operators throughout Latin America
Planning: Celistics plans in advance the optimal supply chain activities of the products and services they are going to be delivering based
on the manufacturers demand, product availability, timing, price, service and quality
Pick-Up: Celistics collects the goods at its customers’ factories wherever they are in the world. The shipping documents are checked
and the goods are inspected. Once the inspection is over, Celistics logistics agents activate the security systems and the physical tracking
of the goods begins through integrated IT systems
International Transportation(1): Celistics’ meticulous planning yields short waiting times at the point of origin & destination and
favorable international freight conditions. Detailed management of the means of transport is carried out by preparing the technical and
legal documentation; this ensures that the goods are shipped securely and following the strict processes previously established
Customs: Management of customs processing in Latin America requires a high level of customization. Knowledge of local operating
procedures is required to ensure the correct transfer of goods to domestic operations and to handle them within each country’s legal
framework to the end of the customs process. Celistics’ experience in this field leads to shorter cycles for its logistics services
(1) The actual product transportation is performed through partnerships with various transportation companies such as: JAP Logistics, Panalpina, Infinity Cargo Express, etc.
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Celistics: Our Business (Continued)
Celistics manages the entire supply chain, from the manufacturer to the consumer
Local Distribution and Logistics
Planning Pick Up International Customs Warehousing Local Channel Final
Transportation Transportation Delivery Destination
Celistics manages local distribution and logistics for its clients’ operations throughout the region
Warehousing: Celistics carries out inventory management by optimizing the distance from distribution points in an effort to guarantee
the supply of channels while reducing inventory costs. At the customer’s request, Celistics undertakes mobile handset reprogramming
and ad-hoc packaging. Meticulous security is provided in warehouses and covers handling processes, IT systems, physical surveillance
and surveillance of personnel
Local Transportation: Local transport to retailers is guaranteed through a wide range of certified suppliers who are integrated into
Celistics’ systems to maintain continuity in the tracking process. Celistics guarantees total coverage in the countries where they provide
services with a frequency that enables a minimum, but safe, level of stock to be kept at POS in order to cover final demand
Channel Delivery: Celistics is constantly establishing new relationships with the channels; integrating them into the process and making
sure that all the procedures are followed in order to avoid any product shortages
Celistics provides a comprehensive array of value-add services to its clients’ operations
Additional services includes: Fulfillment, reflash, configuration, kitting, reverse logistics, security of stock and activations
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Comprehensive Service Offering
The Company is successfully leveraging its infrastructure, local capabilities and relationships to
provide end-to-end supply-chain solutions to its operator and manufacturer customers
Local OL &
Planning Supply Manufacturing Int’l OL & Dist. Sales Channel Post-Sale
Dist.
• Portfolio • Negotiation with • Negotiation and • Withdraw • Customs • Product supply • Reverse
selection manufacturers listing products from clearance and to POS Logistics
factories product pickup
• Marketing • Planning and • Manufacturing, • Support, sales • Claim and DOAs
definition scheduling of personalization • Manage freight • Shipping, and billing monitoring
POs forwarding insurance, local
• Sales forecast • Delivery and • Incident mgmt. • Service
monitoring
• Placement of billing • Shipping, operators mgmt.
• Product cycle insurance, • Warehousing • Triangulation
POs • Product disposal
management • CPFR monitoring and local OL programs
• Shipment (manufacturer) • VMI programs • Redeployment
• Management of tracking • Crossdock and • Fulfillment and
decision making • Marketing strategic hubs personalization • E-Commerce
and streamlining
process • Reconciliation of contribution (Web + Call
of inventories
discounts • Import • Product
• CPFR (mobile • Sales and management distribution Centers)
operators) • Regional training support (multichannel) • Physical and
integration of virtual stores
business • Labor
processes outsourcing • CPFR (retail)
Benefits
• Portfolio • Acquisition cost • Align production • Time to market • Asset • Better inventory • Higher product
rationalization savings with demand improvement concentration turnover recovery
risk reduction
• Investment and • Maximizing • Manufacturing • Operational and • Obsolescence • Cycle time
marketing manufacturers costs financial • Fixed cost reduction reduction
optimizing negotiations optimization efficiencies reduction
• Sales and • Improved
• Mutual • Fill rate increase • Reduction of marketing customer
commitment labor liabilities optimization satisfaction
• Cost reduction
(win-win) (OL process) • COGS reduction • Churn reduction
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Celistics Business Model: Telefonica Case Study
Celistics manages the entire supply chain process for Telefonica in Latin America
International Logistics Model International Distribution Model
Wireless Device Wireless Device
Manufacturers Manufacturers
Latin American Wireless Devices & Latin American Wireless Devices & Orders
Accessories Accessories
Operations Operations
Orders
Wireless Devices & Wireless Devices &
Accessories Accessories
Chile Chile
Brazil Ecuador Brazil Ecuador
Colombia Celistics Telefonica El Salvador Colombia Celistics Telefonica El Salvador
Mexico Guatemala Mexico Guatemala
Uruguay
Warehouses Warehouses Nicaragua Uruguay
Warehouses Warehouses Nicaragua
Venezuela Panama Venezuela Panama
Peru Peru
Each of Telefonica’s local operations places its orders with the Celistics purchases a wide variety of wireless devices from leading
appropriate manufacturer, copying Celistics. Celistics then manufacturers, take ownership of the products and receive them
coordinates with the vendor for pick up and delivery in its facilities or have them drop-shipped directly to Telefonicas’
Celistics fee-based logistics services include: procurement, own facilities
inventory management, software loading, kitting and customized Product distribution revenue includes the value of the product
packaging, fulfillment, receivables management, activation services sold, which generates a higher revenue per unit as compared to
and reverse logistics Celistics’ logistic services revenue
In 2010, logistics services accounted for: In 2010, distribution services accounted for:
− 86.9% of wireless devices handled − 13.1% of wireless devices handled
− 6.9% of net sales − 79.6% of net sales
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Strong Latin America Footprint
Warehouses
Brazil – Bahia: 2,800 m2
Brazil – Espiritu Santo: 1,400 m2
Brazil – Rio de Janeiro: 9,000 m2
Chile – Santiago: 4,500 m2
Colombia – Bogota: 1,800 m2
Ecuador – Quito: 2,800 m2
Mexico – DF: 4,500 m2
Panama – Panama City: 2,000 m2
Peru – Lima: 3,500 m2
USA – Miami: 2,000 m2
Uruguay – Montevideo: 900 m2
Venezuela – Caracas: 7,100 m2
Planed Warehouses
Argentina – Buenos Aires (Q2 2011)
Uruguay – Zona Franca MVD (Q3 2011)
Argentina – Tierra del Fuego (Q3 2011)
Brazil – Sao Paulo (Q3 2011)
Central America – Nicaragua, El Salvador and
Guatemala (Q3 2011)
Spain – Madrid (Q4 2011)
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Addressing a Large and Attractive Market
Latin America: Attractive Market Dynamics
Macro / Demographics Mobile / IT Trends
600 million population by 2012 80%+ mobile penetration in 2010 (well above the
Growing economies world average of ~60%)
Expected Real GDP growth rate of 4.3% by 2011 475 million people owning a mobile phone by the end
of 2009 (~12% of the world’s 3.9B subscribers)
Improved wealth distribution
Projected 100% mobile penetration by 2012
Growing consumption patterns
IT spending is projected to grow an average of 10.3%
Young and dynamic population per year from 2007 to 2012, to $84.8 billion
Source: IDC, BuddeComm, Barclays, Business News Americas – Telecom Stats 2T09 & Latin America - Mobile Communications Statistics
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Customer Base Evolution
Celistics successful partnership with Telefonica and its emerging relationship with América
Móvil position the Company as the go-to end-to-end solutions provider for the Latin American
mobile operator wireless device supply chain and a key partner for wireless manufacturers
Operators Manufacturers Retailers
TEF: 150MM mobile Retail
subscribers
AMX: 225MM mobile
subscribers
Together, TEF and AMX
represent approximately Enterprise
80% of the wireless market
in Latin America
The next phase of growth includes decisively penetrating the enterprise
and retail customer segments, organically and via acquisition
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Experienced Management Team
Under the leadership of CEO Fernando Fiksman, Celistics has developed a diverse and deep
management team in all key areas of its business
Fernando Fiksman
CEO
Alejandro Crasny Jose Luis Riera
General Counsel CFO
Jesús Sardinero
VP Buss Dev
Alejandro Martínez Maxim Weitzman
Risk Management CMO
Country Managers
Raul Santamaría Juan María Gallego Daniel Cavalín
Argentina: Mario Witomski
COO CCO CTO
Brazil: TBD
Chile: Patricio Bravo
Colombia: Gastón Guarrochea
CENAM: Gastón Guarrochea
Ecuador: Valeria Pedemonte
Mexico: Gustavo Carrizo
Peru: Jorge Nieto
Uruguay: Valeria Pedemonte
Venezuela: Alejandro Galavis
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Strong Operating Performance
86.0%
Revenues
($ in thousands)
Accelerated Growth
– 19.1MM units handled in 2010
(CAGR: 43.3%)
– Growth in 10 out of 12 in-country
operations in 2010
208.5%
EBITDA
($ in thousands)
Attractive Profitability
– EBITDA Margin of 9.2%; highest
margin in the sector
419.7%
– Strong EBITDA contribution from
each in-country operation
Net Income
($ in thousands)
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Strong Performance Across Key Markets
Celistics currently operates in 13 countries across the region, including Argentina, Chile,
Colombia, Mexico, Peru and Venezuela(1)
Mexico Argentina Colombia
Revenue: $100.0MM Revenue: $83.2MM Revenue: $82.2MM
Units Handled: Units Handled: Units Handled:
– Wireless Devices: 5.2MM – Wireless Devices: 1.5MM – Wireless Devices: 1.7MM
– SIM Cards: 8.4MM – SIM Cards: 8.3MM – SIM Cards: 6.8MM
– Memory Cards: 700k – Memory Cards: 422k – Memory Cards: 5k
EBITDA Contribution: $8.9MM EBITDA Contribution: $7.3MM EBITDA Contribution: $2.8MM
Chile Venezuela Peru
Revenue: $69.3MM Revenue: $67.9MM Revenue: $63.5MM
Units Handled: Units Handled: Units Handled:
– Wireless Devices: 3.0MM – Wireless Devices: 1.1MM – Wireless Devices: 3.2MM
– SIM Cards: 5.1MM – SIM Cards: 3.5MM – SIM Cards: 8.2MM
– Memory Cards: 1.6MM – Memory Cards: N/A – Memory Cards: 112k
EBITDA Contribution: $6.3MM EBITDA Contribution: $14.9MM EBITDA Contribution: $5.9MM
(1) The Company is in the process of entering into a partnership agreement for its Venezuela operations with a local operator in order to reduce currency exposure to this market.
Celistics will continue to sell products and services to Venezuela but primarily as a wholesale distributor
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Industry-Leading Operating Metrics
In a short period of time, Celistics has achieved stellar financial performance and the best
operating margins in relationship to its peers, while maintaining a healthy, relatively unlevered
balance sheet
Source: Brightstar S1, CapitalIQ
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What Differentiates Celistics?
Scale and Reach
Aggressive and profitable growth with scalable business model
– FY’2010 Net Revenue = $548.1MM
– EBITDA = $50.3MM (EBITDA Margin of 9.2%)
Handled 19.1MM devices in 2010; 29.4MM expected in 2011
Sales and distribution infrastructure in 13 countries in Latin America
Strong Partnerships
Unilateral regional exclusivity for logistics and distribution with Telefonica
– Flexible and lighter operational structure, allowing for higher efficiencies when compared to its peers
Celistics works with all large wireless manufacturers, such as Nokia, Motorola, Samsung, RIM, LG and Sony
Ericsson negotiating large recurring orders
Robust Platform
Innovative supply chain model that centralizes operational management
Robust supply chain planning and inventory control
Multi-country warehousing, fulfillment operations, order management, and product shipping
1,100+ motivated workforce
Specific know-how to achieve best financial ratios and results for operators by optimizing stock turnover
End-to-end risk management
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Growth Opportunities
Two recent developments present major and immediate growth opportunities
With the completion of Telefonica’s majority acquisition of Vivo Participacoes S.A.
Brazilian Market (“Vivo”), Celistics has been named its wireless device supply chain provider
Expects to be handling 50% of Vivo’s wireless device in 2011, 100% by 2012
Vivo will be moving approximately 17.2MM devices by the end of 2011
This event alone will double Celistics existing volume over the next 12 months
Celistics is on the verge of becoming a key supply chain solutions provider for
Regional Play América Móvil S.A.B. de C.V. (“AMX”)
AMX is the largest mobile operator in Latin America with over 225 million subscribers
Within the next 18 months, Celistics expects to capture at least 30% of AMX’s new
wireless device supply chain of an estimated 75MM devices per year
Celistics will start serving the Mexican market, continuing into Central America, Peru,
Colombia, and Argentina
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Celistics Strategy
1. Expand business with operators and manufacturers
2. Decisively enter the enterprise and retailer segments
3. Pursue strategic partnerships, investments and acquisitions
4. Expand into new geographies
5. Improve and expand into new products and services
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Financial Overview
Financial Summary
Since inception, Celistics has managed to consistently improve its operating margins and
overall financial performance during a period of aggressive growth. It has achieved this while
maintaining a healthy balance sheet and capital structure
Ratios Summary(1)
(1) 2008 and 2009 are audited financials; 2010 figures are unaudited
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Income Statement
Income Statement Summary (in US$ thousands)(1)
(1) 2008 and 2009 are audited financials; 2010 figures are unaudited
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Balance Sheet
Balance Sheet Summary (in US$ thousands)(1)
(1) 2008 and 2009 are audited financials; 2010 figures are unaudited
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Profitability Analysis
Celistics has the highest EBITDA margin among its peers. The Company has shown an ability
to generate and sustain attractive margins while experiencing rapid growth
EBITDA Margin Gross Margin
Return on Equity (ROE) Return on Capital (ROC)
Figures for all companies are as of December 31, 2010
Source: Brightstar S1, CapitalIQ
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Liquidity Analysis
The Company has ample ability to meet its current obligations
Current Ratio Quick Ratio
Conversion Cycle Total Asset Turnover
Figures for all companies are as of December 31, 2010
Source: Brightstar S1, CapitalIQ
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Solvency Analysis
Celistics has a healthy capital structure. The business is well capitalized and profitable relative
to its peers, allowing it to service its debt obligations comfortably
Debt/Equity Debt/EBITDA
Net Debt/EBITDA EBITDA/Interest Expense
Figures for all companies are as of December 31, 2010
Source: Brightstar S1, CapitalIQ
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Financial Projections
Celistics Financial Model
Management Case – Main Assumptions
General Assumptions
Celistics’ businesses have been divided into: International, Local, SIM Card and Memory Cards
Every business unit has been broken into 13 countries of operations
− Argentina, Brazil, Chile, Colombia, Ecuador, El Salvador, Guatemala, Mexico, Nicaragua, Panama, Peru, Uruguay and Venezuela
Celistics starts managing VIVO (Telefonica’s operation in Brazil) with an estimated 17.2 million handsets and 25 million SIM cards
handled by 2011
Does not include Celistics’ new initiatives (e.g. América Móvil)
Projection period: 2011-2014 (4 years)
Existing syndicated loan is increased and stays at $80 million for the next 4 years
Days of A/R and A/P are expected to be 67 and 45 days, respectively
International Distribution and Logistics
We assume 29.4 million handsets for 2011
− Estimated growth: 5% for all in-country operations (Venezuela remains constant at 2 million units)
− Brazil volume is estimated at 8.6 million units for 2011 (50% of VIVO estimated operation for 2011)
Handsets handled will grow by 5% for the next 3 years (2012-2014)
Price per unit is estimated at $71.9 (2011), increasing at 3% a year
Mark-up: 93% by vendors
Telefonica charge: 7% on mark-up price
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Celistics Financial Model (Continued)
Management Case – Main Assumptions
Local Logistics
Includes wireless devices, SIM cards and scratch cards
All wireless devices accounted as part of International are assumed to be handled by Local once Celistics is fully operational in that
country (except Brazil)
In Brazil, Celistics expects to start handling the operations of Rio de Janeiro, Espiritu Santo and Bahia, representing 4.5 million handsets
and 6 million SIM cards by 2011
General guidelines:
− Average fee per product per country per year (as provided by Telefonica)
− Gross Margin: 46.7% (except Brazil). In Brazil, gross margin is expected at 35%
− SG&A: 20% in 2011, decreasing as the volume of the business grow
Gradual implementation schedule in 2011 for the operations in Argentina, Peru and Central America
− By 2012, all 13 countries are operating at 100%
SIM Cards and Memory Cards Businesses
100% distribution model
We assume 72.5 million SIM cards by 2011, growing at 8% in 2012
We assume 3.6 million memory cards by 2011, growing at 12% in 2012
Avg. price per SIM card is estimated at $1.65 by 2011, remaining constant for the next 3 years
Avg. price per memory card is estimated at $5.76 by 2011, remaining constant for the next 3 years
Gross margin for SIM cards and memory cards is expected at 4.8% and 6.4% respectively
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Non-Recourse Factoring: Scenario Analysis Summary
Main Assumptions
The business mix (Dist vs. OL) has been kept constant across all countries
For the purpose of the Scenario Analysis, it has been assumed that average margins are kept constant across countries
The business mix (Dist vs. OL) is the result of maximizing distribution business as long as the cash provided for the factoring is available
SIM cards business is expected to yield 5.0% gross margin (100% distribution business)
Memory cards business is expected to yield 6.5% gross margin (100% distribution business)
No additional leverage or equity investment is assumed
Full VIVO business is included
Scenario #1 Scenario #2
$200 million non-recourse factoring, keeping base case margin on $200 million non-recourse factoring, increasing margins on
distribution and logistics businesses distribution and logistics businesses due to purchasing power
Business mix (2011): 42% Dist. / 58% OL Business mix (2011): 54% Dist. / 46% OL
Avg. logistics margins: 2.8% (‘11), 3.0% (‘12) & 3.5% (‘13) Avg. logistics margins: 3.0% (‘11), 3.25% (‘12) & 3.5% (‘13)
Avg. distribution margins: 4.5% (‘11), 5.0% (‘12) & 5.5% (‘13) Avg. distribution margins: 5.5% (‘11), 6.0% (‘12) & 6.5% (’13)
2011 EBITDA: $79.3 million 2011 EBITDA: $92.7 million
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Scenario #1
$200 million non-recourse factoring, keeping base case margin on distribution and logistics
businesses
Summary Income Statement ($ in millions)(1)(2)
(1) Includes International Distribution and Logistics, Local Distribution, Memory Cards and SIM Cards businesses
(2) Excludes Movilway business
(3) Management projections based exclusively on existing distribution and logistics agreement with Telefonica
(4) Includes Celistics’ entry into the Brazilian market
(5) Gross Sales is the gross dollar value of all devices handled by Celistics, whether or not it takes ownership of the devices
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Scenario #2
$200 million non-recourse factoring, increasing margins on distribution and logistics businesses
due to purchasing power
Summary Income Statement ($ in millions)(1)(2)
(1) Includes International Distribution and Logistics, Local Distribution, Memory Cards and SIM Cards businesses
(2) Excludes Movilway business
(3) Management projections based exclusively on existing distribution and logistics agreement with Telefonica
(4) Includes Celistics’ entry into the Brazilian market
(5) Gross Sales is the gross dollar value of all devices handled by Celistics, whether or not it takes ownership of the devices
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