BAYLIN TECHNOLOGIES ACQUISITION OF ALGA MICROWAVE · 6/28/2018 · This presentation contains...
Transcript of BAYLIN TECHNOLOGIES ACQUISITION OF ALGA MICROWAVE · 6/28/2018 · This presentation contains...
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C L E A R S I G N A L S . S O U N D I N V E S T M E N T S .
June 28, 2018
BAYLIN TECHNOLOGIES
ACQUISITION OF ALGA MICROWAVE
A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities
regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base
shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document. This document
does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any
amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered,
before making an investment decision.
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C L E A R S I G N A L S . S O U N D I N V E S T M E N T S .
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Disclaimer
This presentation contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information includes, but is not limited to,
information with respect to the business objectives of Baylin Technologies Inc. (the “Company”) and the strategies to achieve these objectives, as well as information with respect to the
Company’s beliefs, plans, expectations, anticipations, estimates and intentions. It also includes information cited from third party sources. This forward-looking information is identified by the
use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and
similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases.
Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause
actual results to differ materially from those that are disclosed in or implied by such forward-looking information. Although the forward-looking information contained in this document is based
upon what management of the Company believes are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary
materially from the forward-looking information. Certain assumptions made in preparing the forward-looking information and the Company’s objectives include: the Company’s ability to
generate sufficient revenue while controlling costs and expenses; the Company’s ability to manage growth effectively; the absence of material adverse changes in the Company’s industry or the
global economy; trends in the Company’s industry and markets; the Company’s ability to manage risks related to expansion; the Company’s ability to maintain good business relationships; the
Company’s ability to develop products and technologies that keep pace with the continuing changes in technology, evolving industry standards, new product introductions by competitors and
changing client preferences and requirements; the Company’s ability to protect intellectual property rights; the absence of intellectual property infringement or invalidity claims against the
Company; the Company’s ability to manage and integrate acquisitions; the Company’s ability to retain key personnel; the Company’s ability to raise sufficient debt or equity financing to support
business growth; and the discretion of the Company with respect to the use of the proceeds of the offering as well as those risk factors and assumptions discussed in the Company’s annual
information form dated February 28, 2018, (the “AIF”) and short form base shelf prospectus dated November 16, 2017 (the “Prospectus”) which are available under the Company’s SEDAR
profile at www.sedar.com. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the AIF and Prospectus, and as
otherwise disclosed from time to time on the Company's SEDAR profile.
Consequently, all forward-looking information contained in this document is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments
that management of the Company anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Company’s business, financial
condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this document is provided as of the date of this
presentation, and the Company does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be
required by applicable law.
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C L E A R S I G N A L S . S O U N D I N V E S T M E N T S .
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Disclaimer
There are a number of non-IFRS measures used in this presentation, including adjusted EBITDA (earnings before interest, taxes, depreciation and amortization). The Company believes that
these non-IFRS measures are appropriate measures of the operating performance of the Company or potential acquisitions. The Company’s calculation of these measures may differ from the
methodology used by other issuers and, accordingly, may not be comparable to such other issuers. The Company believes that these measures are appropriate measures of the Company’s
operating performance because they facilitate an understanding of operating performance without giving effect to certain non-cash and overhead expenses. None of these measures are
equivalent to net income or cash flow from operating activities determined in accordance with IFRS. Non-IFRS measures are defined in the Company’s MD&A for the period ended March 31,
2018 and reconciled to the financial statements of the Company, both of which are available under the Company’s profile on SEDAR.
The industry data, technical information or other information prepared by third parties presented in this presentation, except where otherwise noted, has been compiled from industry sources
and participants which, although not independently verified by the Company, are considered by the Company to be reliable sources of information. References in this presentation to reports or
articles should not be construed as depicting the complete findings of the entire referenced report or article and such report or article is expressly not incorporated by reference into this
presentation. The Company makes no representation or warranty as to the accuracy or completeness of any data or information prepared by third parties included in this presentation and the
Company assumes no liability whatsoever relating to or resulting from such data or information or the use thereof, errors therein or omissions therefrom.
This presentation does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States, nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
There is currently no market through which the Company’s securities, other than its common shares, may be sold and purchasers may not be able to resell such securities purchased under the
Company’s final base shelf prospectus or any applicable prospectus supplement. This may affect the pricing of the Company’s securities, other than its common shares, in the secondary market,
the transparency and availability of trading prices, the liquidity of these securities and the extent of issuer regulation. Investing in the Company’s securities is speculative and involves a high
degree of risk. Investors should carefully read the “Risk Factors” in the Prospectus (including any prospectus supplement) and in the documents incorporated by reference therein. Potential
investors are advised to consult their own legal counsel and other professional advisors in order to assess income tax, legal and other aspects of an investment in the Company. No securities
regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
All figures are presented in Canadian dollars unless otherwise indicated.
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C L E A R S I G N A L S . S O U N D I N V E S T M E N T S .
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SECTION 1 | Baylin Overview
SECTION 2 | Alga Profile and Transaction Highlights
Table of Contents
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C L E A R S I G N A L S . S O U N D I N V E S T M E N T S .
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BAYLIN OVERVIEW
Section 1
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C L E A R S I G N A L S . S O U N D I N V E S T M E N T S .
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Baylin is a World Leader in
Data Transmission
Mobile antennas
Infrastructure
antennas
Embedded
antennas
Satellite
connectivity
products
Baylin offers a turnkey solution that enables data to be transmitted across wireless networks
~1,300 employees
100+ patents
5 R&D centers
Note: Figures are pro-forma for the acquisition of the Radio Frequency (“RF”) & Microwave divisions of Advantech Wireless completed on January 17, 2018
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C L E A R S I G N A L S . S O U N D I N V E S T M E N T S .
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Recent Hires Have Enhanced our
Management Team
Randy Dewey
Director, President & CEO
Year Joined: 2015
Michael Wolfe
CFO
Year Joined: 2017
Dr. Minya Gavrilovic
EVP, Innovation &
Product Strategy
Year Joined: 2017
Mike Moon
President, Asia Pacific
Year Joined: 2014
Experience:
Jerry Kirshman
COO & President,
Americas / EMEA
Year Joined: 2017
Experience:
John Restivo
President, Advantech
Year Joined: 2018
Experience:
Helder Constantino
Chief Strategy Officer
Year Joined: 2015
Jay Giblon
VP, Information
Technology
Year Joined: 2015
APAC Americas / EMEA Advantech
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Experienced Board of Directors
Jeffrey C. Royer
Chairman
Director Since:
Sep. 2013
Harold Wolkin
Vice-Chairman
Director Since:
Nov. 2013
Randy Dewey
Director, President
& CEO
Director Since:
Sep. 2013
David Saska
Director
Director Since:
May 2018
Don Simmonds
Director
Director Since:
Nov. 2013
Stockwell Day
Director
Director Since:
Nov. 2013
Barry J. Reiter
Director
Director Since:
Nov. 2013
David Gelerman
Director
Director Since:
Feb. 2018
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C L E A R S I G N A L S . S O U N D I N V E S T M E N T S .
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Innovation and R&D Expertise Are
Baylin’s Key Competitive Advantages
Nimble
Some of Baylin’s competitors are too large to
compete on smaller products. Baylin is nimble
enough to act as an extension of a customer’s
R&D department.
Concept to Production
Baylin understands customer needs and
provides high quality custom solutions from
concept to production.
Specialized R&D Centres
With 5 R&D Centers Baylin can creatively
solve challenging projects.
How Baylin Wins Clients High Barriers to Entry
Supplier Contracts
Carriers, service providers and OEMs have
challenging qualification requirements.
Technology Expertise
Baylin has industry-leading talent able to
design and develop products that meet
customer specifications.
Best-In-Class Operations
Highly-specialized, technologically advanced
manufacturing and test capabilities.
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Recent Acquisition of Advantech
Significantly Expanded Baylin’s Capabilities
Acquisition Highlights
Expected to Improve Gross Margin and EBITDA
Margin(1)
Provides Access to New Untapped Verticals and
Expands Geographical Footprint
Meaningful Revenue and Cost Synergies
Advantech Profile
Designer and manufacturer of customizable RF and
microwave products for highly specialized wireless
communications markets
For over 25 years Advantech has developed significant
innovations, including pioneering the use of Gallium
Nitride (“GaN”) technology to create smaller, lighter, and
more powerful products
160+ clients in over 150 countries and offices in North
America, South America and Europe
All power levels (5 W to
6000 W)
All bands (C-Band to
Ka-Band)
Expert in RF innovation,
leading the industry shift
to GaN technology
Frequency bands from 6
GHz to 38 GHz
Used mainly in satellite
ground stations and
wireless base stations
RF Division Microwave Division
Provides Entry into Satellite Connectivity Market
(1) Forward looking statements are subject to various risks and assumptions. See “Disclaimer” on pages 2-3 of this presentation
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$0.9
$8.9
$0.4
$4.4
$3.2
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
$6.0
$7.0
$8.0
$9.0
$10.0
Mobile Antennas Embedded Antennas Infrastructure Antennas Satellite ConnectivityProducts
Total Addressable Market
Ad
dre
ssab
le M
ark
et
(US
$B
)
Baylin’s Key Addressable Markets are
Large & Growing
Mark
et
Gro
wth
~6% CAGR(1) ~3% CAGR(2)
(1) Statista, excludes BSA market; CAGR from 2017-2023 as per Research & Markets report
(2) Global Market Insights; CAGR from 2016-2022; Company estimates
(3) EJL Research, ABI Research, Technavio; CAGR from 2016-2025; Company estimates
(4) Grand View Research & RFC Market Research Future; CAGR from 2016-2022; Company estimates
(5) Represents Baylin’s target gross margin per addressable market
20%+ CAGR(3) 16% CAGR(4)
~30% margin ~35% margin 40%+ margin 45%+ margin
Infrastructure and satellite, Baylin’s most profitable markets, are also the largest and the fastest growing
(1) (2) (3)
(4)
Bayli
n G
ross
Marg
in(5
)
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C L E A R S I G N A L S . S O U N D I N V E S T M E N T S .
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Continued Investment in 4G-LTE and Rollout of
5G Network to Drive Sustained Growth for
Years to Come(1)
1980 2000 2010 1990
1G 2G 3G
2020
Primary Services
4G - LTE 5G
Mobile broadband Digital phone
calls
Analogue phone
calls
Maximum Downlink Speed
Sample Devices
Distinguishing feature
All IP services Lower latency
rates, increased
flexibility
42.2 Mb/s 1,000 Mb/s 10,000 Mb/s 1 Mb/s n.a.
Mobility Voice calls Mobile internet
experience
Widespread
adoption of
broadband
internet
Connected
devices
Source: GSMA Intelligence - Report on 5G, 451 Research Report - 5G: Innovation, Disruption and
Opportunity Ahead
(1) Forward looking statements are subject to various risks and assumptions. See “Disclaimer” on pages 2-3
of this presentation
(2) ABI Research Report
(3) SNS Telecom Research - May 2017
Wireless carriers are expected to spend $61 billion annually on network infrastructure through 2020, the vast majority being
4G-LTE investments.(2) In addition, carriers are expected to spend $21 billion on the 5G network by the end of 2025(3)
Network Peak Date
Launch Date
2000 2020 2030 2010 2040
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Infrastructure Antennas Division is
Positioned to Capitalize on
These Investments…
Wireless providers under
increasing pressure to improve
coverage and bandwidth
Baylin's products are integral to
some of the most advanced DAS
in the world
Growth opportunities driven by
LTE network densification
Baylin has installed thousands of
small cell systems
Current antennae not compatible
with 5G
Baylin is leveraging its status as
an approved supplier to capture
market share in this fast growing
market
Distributed Antenna Systems
(“DAS”) Small Cell Base Station Antennas
TAM - US$1.9B TAM - US$1.4B TAM - US$1.1B
Image Source: Qorvo – Small Cell Networks and the Evolution of 5G
(1) EJL Wireless Research Report 2016-2020 and ABI Research Report 2017-2025; Company estimates
(2) Technavio – Global Small Cell Market 2017-2021 Report; Company estimates
Growth Drivers Today Future Growth Driver
(1) (2) (1)
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…as is the Satellite Connectivity
Products Division
Overview Representative End-Markets
Satellite communication is used to send signals long
distances where the Earth’s curvature creates an
obstruction
Required in remote areas where there is an absence of
wired or traditional networks
(1) Grand View Research & RFC Market Research Future; For the period 2016-2022; Company estimates
Broadcast
Government
& Military
Enterprise &
Corporate
Oil & Gas
Maritime &
Cruise Ships
Direct-to-Home
Satellite
Homeland
Security
Wireless
Communications
Uplink Downlink
TAM - US$3.2B(1)
RF, microwave and antenna products are
used in the transmitting earth stations
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Embedded & Mobile Antennas Divisions are
Well Positioned to Contribute to Growth
Telecom and broadcast companies are now outfitting their
set-top boxes with cellular capabilities, transitioning them
into small cell-like devices
Baylin is one of few companies with the expertise to
capitalize on this opportunity
Growth Drivers
Embedded Antennas Mobile Antennas
Growth Drivers
12+ year relationship with a large
mobile handset OEM; Baylin is a tier-one
antenna supplier
12+ years of experience ~40 years of experience
Increased video and data streaming
Greater demand for high speed
Onset of wireless wearable devices
Increased communication between devices in the home and
business
3+ new hardware OEMs added in 2017,
including large Fortune 500 OEM
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Broad Geographic Footprint
Legend
Baylin Locations
Baylin HQ
Toronto, ON Canada
Wuxi, China
Tempe, AZ USA
Seoul, South Korea
Hanoi, Vietnam
Montreal, QC Canada
Buford, GA USA
São Paulo, Brazil
Cambridgeshire, UK Moscow, Russia
Kolkata, India
Ottawa, ON Canada
Newark, NJ USA
Dallas, TX USA
Jabil BSA production facility
Guadalajara, Mexico
Note: As of May 8, 2018
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Blue Chip Customer Base
Infrastructure Antennas Satellite Connectivity Products
Embedded Antennas Mobile Antennas
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Growth Strategy
Organic Inorganic
Actively seeking acquisitions which provide:
Expansion into more sophisticated product
lines
Focus on driving down manufacturing costs
New geographical markets
Focus on innovation in each of Baylin’s four
key segments
Technological capabilities
New OEM customers
Leverage prime supplier status with large
customers
Optimize working capital and costs, further
driving margins New verticals
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ALGA PROFILE AND
TRANSACTION HIGHLIGHTS
Section 2
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Alga Acquisition Highlights
Acquisition Highlights
Enhances One of Baylin’s Faster Growing
Segments, Satellite Connectivity Products Addition of Experienced Management
Accretive to EPS(1) Immediate Cost Saving Opportunities
Improves Gross Margin and EBITDA Margin Improves Supply Chain and Procurement
Capabilities
Revenue Synergies Driven by New
Relationship with Tier 1 OEM
(1) Based on consensus research estimates
New State-of-the-Art Facility Creates Large
Platform for Growth
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Alga Overview
FY 2018A Financial Summary(1)(2) Overview
Alga is a market leader in the engineering design and
development of Radio Frequency and Microwave components
Fast product development cycle is a key success factor
– 4 weeks for passive components
– 3 months for active components
41 full-time equivalents as at March 31, 2018
Founded in 2003 and based in Kirkland, Quebec
Key Management
Michael Perelshtein
President & CEO
Mr. Perelshtein is an experienced manager and operations
professional, who holds countless relationships with OEMs
and has significant expertise in the area of procurement
Mr. Perelshtein founded Alga in 2003 and has previous
work experience at Wavesat Telecom, C-Mac / Selectron
and GHz Technologies
Mr. Perelshtein holds a M.Sc.Eng and a BCom. Degree
from Kazan State University
Frank Panarello
COO & President, Trilogix EMS
Mr. Panarello is an experienced operations and finance
professional, with over a decade of experience at Trilogix
EMS. Prior to this role, he worked at Nortel Networks
Mr. Panarello holds an MBA from the Ivey School of
Business at Western University and a Bachelor’s in
Mechanical Engineering from McGill
$15.6M Revenue
(1) For the fiscal year ended March 31, 2018
(2) This page contains non-IFRS measures. See “Disclaimer” on pages 2-3
$3.7M Adj. EBITDA
~49% Gross Margin
~24% Adj. EBITDA Margin
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Alga Products & Customers
Customers Products
Alga products include
– RF and microwave solid state power amplifiers
– Pulsed amplifiers for radar applications
– Transmitter and transceiver products
– RF passive components and systems
Product offering covers all major frequency standards
– Active components product offering covers L, S, C, X, Ku
and Ka bands with frequencies that range from 2.0 GHz
to 31.0 GHz with power level from 5W to 12kW
– Passive components product offering covers 500.0 MHz
to 100.0 GHz
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C L E A R S I G N A L S . S O U N D I N V E S T M E N T S .
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Alga Facilities Overview
Property
Premises Location
Investment Highlights
Address: 16715 Hymus Boulevard – Kirkland,
Quebec
Year Built: 2004
Product Type: Manufacturing
Site Area: 4.6 acres
Site Coverage: 32.9%
Net Rentable Area: 66K square feet
Location: Located approximately 30 minutes from
downtown Montreal and 14 km away
from the Greater Montreal Area airport
cluster. The building is less than a 15
minute drive (14km) from Advantech’s
current facility
Physical: Good quality industrial manufacturing
development; good clear height at 31
feet; air conditioned
Appraisal Value: $6.2M
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C L E A R S I G N A L S . S O U N D I N V E S T M E N T S .
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Sources & Uses and Total Consideration
Total Consideration Sources & Uses
Sources (C$M) Amount
Convertible debenture financing $15.0
Subscription receipt financing $20.0
New debt for building $6.2
Baylin common stock $4.0
Total $45.2
Uses (C$M) Amount
Purchase price - Alga Microwave $25.0
Purchase price - Building $6.2
Estimated financing fees & transaction costs $3.2
Working capital and general corporate purposes $10.9
Total $45.2
Cash Restricted Stock
Alga Microwave - at close $21.0 $4.0
Building $6.2 -
Cash Restricted Stock
Earnout #1 $1.0 -
Earnout #2 $1.0 -
Total Earnout $2.0 -
Total Consideration $29.2 $4.0
Purchase Price (C$M)Payment In
Earnout(1) (C$M)Potential Earnout In
(1) Based on the achievement of certain performance based milestones; Earnout is payable at Baylin’s option in either cash or shares