GigPeak, Inc. - FORM 8-K - EX-99.1

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8-K - 8-K - GigPeak, Inc.	d791677d8k.htm

Powering High Speed Networks

Craig-Hallum

Alpha Select Conference

September 18, 2014

NYSE MKT: GIG

Exhibit 99.1

Filed by GigOptix, Inc.

Pursuant to Rule 425 under the

Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: GSI Technology, Inc.

Commission File No: 001-33387

Important Information

This communication does not constitute an offer to sell or the solicitation of an offer to buy any

securities or a solicitation of any vote or approval. This material is not a substitute for the

prospectus/proxy statement GigOptix and GSI Technology would file with the Securities and Exchange

Commission

(“SEC”)

agreement

between

GigOptix

and

GSI

Technology

reached

any

other

documents which GigOptix may send to stockholders in connection with the proposed transaction.

Investors are urged to read any such documents, when available, because they will contain important

information.

Such

documents

would

available

free

charge

the

SEC’s

website

(www.sec.gov)

or by directing a request to GigOptix, 130 Baytech Drive, San Jose, California 95134, Attention: Curt

Sacks or by e-mail at csacks@gigoptix.com.

GigOptix and its directors, executive officers and other employees may be deemed to be participants

in any solicitation of GigOptix or GSI Technology stockholders in connection with the proposed

transaction.

Information

about

GigOptix’

directors

and

executive

officers

available

GigOptix’

Annual

Report

Form

10-K

for

the

year

ended

December

31,

2013,

which

was

filed

with

the

SEC

Mar. 18, 2014, and its proxy statement for its 2013 annual meeting of stockholders, which was filed

with the SEC on Oct. 11, 2013. Additional information about the interests of potential participants will

be included in any proxy statement filed in connection with the proposed transaction.

Disclaimer

Forward Looking Statements:

This presentation contains statements regarding operating trends, future results, new projects, and other market, business and product trends that

are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended, including the bringing of products to market with full documentation. Such statements contain words such as

“will,” and “expect,” or the negative thereof or comparable terminology, and include (without limitation) statements regarding growth,

opportunities, continued traction, contracts and improvements. Forward-looking statements involve certain risks and uncertainties, and actual

results may differ materially from those discussed in any such statement. These risks include, but are not limited to: the ability to consummate a

transaction with GSI Technology, including, GigOptix and GSI Technology may not enter into any definitive agreement with respect to the proposed

transaction or required regulatory approvals may not be obtained in a timely manner, if at all; if a transaction is consummated, the ability to realize

the anticipated benefits of the proposed transaction, the ability to successfully integrate the two companies, or that the integration of GSI

Technology’s operations with GigOptix may be materially delayed or may be more costly or difficult than expected; that the proposed transaction

would materially increase leverage and debt service obligations, including the effect of certain covenants in any new borrowing agreements, the

ability to extend product offerings into new areas or products, the ability to commercialize licensed technology, changes in demand and purchasing

volume of customers, unpredictability of suppliers, our ability to control our costs of goods sold, the ability to move product sales to production

levels, the ability to cross-sell to new clients and to diversify, the success of product sales in new markets or of recently produced product offerings,

including bundled product solutions, the ability to improve productivity, and to do so in an efficient manner, the ability to resolve litigation matters,

and the ability to pursue and attract other merger and acquisition opportunities. Additional factors that could cause actual results to differ are

discussed under the heading "Risk Factors" and in other sections of the GigOptix filings with the SEC, and in GigOptix’s other current and periodic

reports filed or furnished from time to time with the SEC.

All Information in this presentation is as of September 18, 2014. GigOptix undertakes no obligation to update or revise the forward-looking

statements, whether as a result of new information, future events or otherwise.

Use of Non-GAAP and Adjusted EBITDA Financial Measures:

These materials include references to non-GAAP revenue, non-GAAP net income/loss, Adjusted consolidated non-GAAP net income/loss, and

Adjusted EBITDA. GigOptix believes that these non-GAAP financial measures are important indicators of the ongoing operations of its business and

provide better comparability between reporting periods and provide a better baseline for analyzing trends in GigOptix’s operations. GigOptix does

not, nor does it suggest that investors should, consider such non-GAAP and Adjusted EBITDA financial measures in isolation from, or as a substitute

for, financial information prepared in accordance with GAAP. GigOptix believes the disclosure of the effects of these items increases the reader’s

understanding of the underlying performance of the business and that such non-GAAP and Adjusted EBITDA financial measures provide investors

with an additional tool to evaluate our financial results and assess our prospects for future performance.

GigOptix Overview

Emerging Fabless Leader in ICs for High Speed

Communication Links and Network Applications

Core Products Target 3 Primary Markets:

High-speed fiber optical communications

Wireless backhaul networks

High-speed links for consumer application

Customer base:

Tier 1 & 2 equipment OEMs and ODMs

Market Leadership:

ICs for active optical cables (AOC) and pluggables, MCMs

for 100Gbps Coherent transceivers, E-Band MMICs for wireless backhaul radios

Solid Financial Position:

Q2’14 revenue of $8.0M, up 18% Y/Y and 9% Q/Q

EBITDA of $1M, Non-GAAP net income of $285K or $0.01 per diluted share

Cash balances of $18.5M and no debt

32.2M shares O/S; Market Cap of ~$39M

113 Patents:

Core

leveraged

our

major

markets;

Strong patent protection process in place

Headquarters:

San

Jose,

California

100 employees globally

GigOptix Focused Mission

Point-to-Point

Wireless Links

Backhaul

Datacom

Optical Links

Cloud & Edge

Optical Links &

motion-gesture

amplification

Enabling High-Speed End-to-End Network Connectivity

Consumer

Electronics

Telecom Optical

Links

Core & Metro

End User

Data Center

Growth by Successful Strategic Development

GaAs Drivers

SiGe Amplifiers &

Drivers

TFPS Polymer

Modulators

Structured ASICs &

Standard Cells

GaAs MMICs &

Transceivers

SiGe Amplifiers

Silicon Photonics

SiGe, CMOS RF Chipsets

Products

Acquisition

Palo Alto, CA, USA

Activity

Acquisition

Zurich, Switzerland

Acquisition

Bothell, WA, USA

Acquisition

Santa Clara, CA, USA

Acquisition

San Jose, CA, USA

Licensing

Haifa, Israel

Joint Venture

Campinas, Brazil

Acquisition

Auburn, CA, USA

Telecom & Datacom

100G to 400G Coherent MCMs

for Transceivers

Applications

Datacom & Consumer

40G to 100G Chipsets for

AOC & Pluggables

Telecom –

Datacom

100G TFPS Modulators for

Transceivers

Industrial Applications

0.35um to 28nm ASIC Chips

Wireless Backhaul

10-90GHz Chipsets for

PtP Radios

Wireless Backhaul

10-90GHz Chipsets for

PtP Radios

Telecom & Datacom

Components for SFF

Communications Modules

Wireless Backhaul & GPS

RF Chipsets

Q3’14 News: GSIT Acquisition Proposal

•

Proposed Deal Structure

•

Per share consideration of $6.50

•

$2.00 per share in cash

•

GigOptix common stock worth $1.33

•

Special cash dividend of $3.17 per share payable by GSIT shareholders

•

Commitment letter from Opus Bank to fully debt finance the cash portion of the

consideration paid by GigOptix

•

Combined Financial Profile

•

Approximately $86 million in sales over the most recently reported TTM

•

Would be immediately Adjusted EBITDA accretive

•

Technology and Customer Synergies

•

Speeds

for

moving

data

are

increasing;

there

has

greater

integration

between

the back plane of the server and optical components to reduce latency and cross-

talk

•

Combined company would provide a diverse product portfolio and integrated

approach to respective major customers, including Alcatel-Lucent, Cisco Systems,

and Huawei Technologies

*Announced by GigOptix on August 19, 2014. Rejected by GSI Technology board of directors on September 8, 2014, but GigOptix still seeks to engage in discussion.

Please see the filings by GigOptix with the Securities and Exchange Commission on August 19 and September 9, 2014 for additional information

Growth Catalysts for 2014 and Beyond

•

Backbone networks for Telecom Core & Metro Connectivity (100Gbps-400Gbps)

•

Leading supplier of 100Gbps Coherent Gen1 (Limiting) and Gen2 (Linear)

MCMs and devices for Core long-haul now, expands into Metro in 1H 2015

•

Pioneering supplier of 400Gbps MCMs and devices for Core long-haul

•

Mobile networks for V-Band (60GHz) and E-Band (70GHz-90GHz) wireless

•

Leading developer of wireless Backhaul point-to-point MMICs

•

Expect revenue to double in CY 2014 from $1.7M in 2013

•

Metro datacom networks for Datacenter Connectivity (Parallel 40Gbps-100Gbps)

•

Sole RF device merchant supplier for Active Optical Cables and Pluggables

40Gbps for data-center fiber installations

•

Leading supplier in high-speed optical links for Edge & Cloud

•

Access network for Consumer Electronics

•

Leveraging existing high-speed optical links and RF amplifier technology for

use in high speed links for consumer applications

Today’s Network Challenges and Opportunities

Metro Network

Backbone Network

Mobile Network

Access Network

Datacenters

Core & Metro

Small Cells P-t-P Wireless

CE High Speed Links

3.9Bn

Connected People to Internet

in 2017

720% Increase in

Video Traffic 2012-2017

>70Bn Connected “Things”

Internet in 2020

3x Increase in Average

Broadband Speed 2012-2017

440% Increase in

Cloud Traffic 2012-2017

Source: Multiple 3

party sources, GigOptix analysis

Compelling Markets

GPS RF Chips

HDMI

Chips

Natural

Interfaces

Chipsets

$40M

$150M

$60M

CE High speed Links $250M

$300M

Small Cells PtP

Wireless

$50M

Telecom

LH & Metro

Drivers & TIAs

$275M

~$0.9B 2017 TAM

TOTAL ADDRESABLE MARKET

Datacom

Datacenters

Drivers & TIAs

Source: Multiple 3

party sources, GigOptix analysis

Industrial Customized ASICs

GigOptix Solutions

Consumer Electronics

High Speed Links

Datacenter

Networks Links

Drivers & TIAs

for AOCs & Pluggables

Core & Metro

Networks Links

Drivers & TIAs

Chips for HDMI Cables,

Natural interfaces, &

GPS

High Speed End-to-End Solutions Via High-Speed links

RF MMICs for

Small Cells

P-to-P Wireless

Backhaul

Source: OVUM Report + GigOptix Management

GigOptix Revenue 1H 2014: $4.8M

Launched in 2007

Market Forecast 2014: ICs TAM: ~$120M

22% CAGR (2013 -

16)

CFP

CFP2

CFP4

GIG Driver

GIG TIA

Today’s solution: transceivers

Tomorrow: small FF integration

GigOptix Differentiation:

TIAs & Drivers For All Speeds & Formats

Leading Position In 100Gbps Coherent

Core & Metro Links: 100Gbps - 400Gbps Coherent

Cloud & Edge Links: 40Gbps & 100Gbps Parallel

Source: Light Counting Report + GigOptix Management

GigOptix Revenue 1H 2014 : $3.9M

Market Forecast 2014: ICs TAM: ~$200M

Parallel optics links for 4 and 12 channels of 10, 16 and 28 Gbps

GigOptix Differentiation:

Sole Parallel Device Merchant Supplier

TIAs & Drivers for FDR, EDR, QSFP SR & LR

VCSEL

VD IC

TIA IC

Lens

Array

Lens

Array

VCSEL

Array

VD IC

TIA IC

Launched in 2009

45% CAGR (2013 -

16)

RF Backhaul Point-to-Point Wireless

Source: Gartner, Inc. + GigOptix Management

GigOptix Revenue 1H 2014 : $2.2M

Launched in 2013

Market Forecast 2014: ICs TAM: ~$5.0M

120%

CAGR

(2013

16)

E-Band Backhaul Point-to-Point Wireless With Leading Integration

And Architecture Powered By GigOptix Chipsets

GigOptix Differentiation:

2 Chip Solution For E-band P-t-P Backhaul

Best Output Power Performance

Consumer

Electronics:

High-Speed

Optical

Links

Source: Light Counting Report + GigOptix Management

Longer-Term Revenue Opportunity

Samples Launched In 2013

170% CAGR (2013 -

16)

2013

2014

2015

$64M

$126M

$32M

$16M

GigOptix Components Powering High-Speed

Consumer Optical Link Applications

GigOptix Differentiation:

Leveraging The Access Mature Technology

Devices In AOCs, E-AOCs And Backplanes

Potential Applications

•

4K/8K TVs connectivity

•

Embedded active optical cables (eAOCs)

•

Gesture recognition and motion tracking

•

2D/3D resolution

Custom ASIC: Industrial & Mil/Aero

GigOptix Revenue 1H 2014 : $4.5M

Launched in 2010

Market Forecast 2014: ICs TAM: ~$100M

GigOptix Differentiation:

Provider Custom Structured ASICs

Supporting FPGA And ASIC Conversion

Source: Gartner, Inc. + GigOptix Management

Standard Cell

Structured ASIC

Custom Structured

ASIC

Configurable

Logic Cells

Configurable

Memory Blocks

Standard

Cell

Configurable

Logic Cells

Configurable

I/O Cells

GigOptix ASICs Provide High-Value and Cost Efficient Customized

Solutions for FPGA and ASIC Conversions

PHY

CAGR

(2013

16)

Key Customer Relationships

Trended Financial Summary

12 consecutive quarters of positive Adj. EBITDA

* Guidance for quarter ending September 28, 2014 provided on July 28, 2014

Q3 2014 Guidance*

•

Revenue in the range of $8.2M to

$8.4M

Additional commentary

•

Q3'14 R&D of approximately $3.5M

•

Q3'14 SG&A of approximately $1.5M

Adjusted EBITDA ($M)

Revenue ($M)

Cash Balances ($M)

Trended Revenue by Product Lines

$ Millions

Q2'13

Q3'13

Q4’13

Q1’14

Q2’14

High-Speed Communications

$4.5

$5.2

$5.5

$5.3

$5.6

Optics

$4.1

$4.9

$4.8

$4.4

$4.3

Telecom

$2.8

$3.7

$3.2

$2.8

$2.0

Datacom

$1.3

$1.2

$1.6

$2.3

B. RF

$0.4

$0.3

$0.7

$0.9

$1.3

Industrial (ASIC)

$2.3

$2.1

$2.3

$2.1

$2.4

Total Revenue

$6.8

$7.3

$7.8

$7.4

$8.0

Percent of Total Revenue

Q2'13

Q3'13

Q4'13

Q1'14

Q2'14

High-Speed Communications

67%

71%

72%

70%

Optics

61%

66%

62%

60%

53%

12%

17%

Industrial (ASIC)

33%

29%

28%

30%

Financial Model

Financial Model (Non-GAAP)

$ Millions

FY 2013

Q1’14

Q2’14

Long-Term

Model**

Revenue

100%

Gross Profit

63%

60%

59%

55%-60%

Research & Development

44%

47%

37%

25%

Selling, General & Admin.

21%

22%

18%

15%

Total Operating Expense

64%

69%*

55%

40%

Operating Income

-1%

-9%

15%-20%

**Company’s

internal

goal

based

3-5

year

timeline.

Provided

for

discussion

purposes

only,

and

the

Company

provides

guarantee

achievement of these goals, nor commits to update this information. The Company’s ability to achieve this long-term model is subject to

risks and uncertainties.

* In Q1’14 the Company reported higher R&D costs to support new tape-outs and SG&A increased due to normal Q1 related expenses.

Year-over-Year Financial Progress

Q2’13

Q2’14

% Increase

Share Price

(as of September 12, 2013 and 2014)

$1.14

$1.20

Market Capitalization

(as of September 12, 2013 and 2014)

$28M

$39M

56%

Quarterly Total Revenue

$6.8M

$8.0M

18%

Cash/Equivalents

$9.5M

$18.5M

95%

Debt

$6.0M

-100%

Stockholders Equity

$25.5M

$39.5M

55%

Balance Sheet & Capitalization

Cash & Equivalents

$18.5

Accounts Receivable

$7.0

Inventory

$4.3

Other Current Assets

$0.7

Total Current Assets

$30.6

Long-term Assets

$15.5

Total Assets

$46.1

Current Liabilities

$5.9

Long-term Liabilities

$0.7

Total Liabilities

$6.5

Total Equity

$39.5

Total Liabilities & Equity

$46.1

Balance Sheet 6/29/14 (Millions)

Cap Table Highlights (as of 9/12/14)

Common Stock Outstanding

32.2M

Stock Price

$1.20

Avg. Trading Volume

92,000

Market Cap

~$39M

Options Outstanding

9.1M

Weighted Exercise Price

$2.35

RSUs Outstanding

2.0M

Warrants Outstanding

0.7M

GigPeak, Inc. - FORM 8-K - EX-99.1 - September 18, 2014

Attached files

GigPeak, Inc. Reports