BAYLIN TECHNOLOGIES ACQUISITION OF ALGA MICROWAVE · 6/28/2018  · This presentation contains...

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1 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.

Transcript of BAYLIN TECHNOLOGIES ACQUISITION OF ALGA MICROWAVE · 6/28/2018  · This presentation contains...

Page 1: BAYLIN TECHNOLOGIES ACQUISITION OF ALGA MICROWAVE · 6/28/2018  · This presentation contains “forward-looking information” within the meaning of applicable anadian securities

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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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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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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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SECTION 1 | Baylin Overview

SECTION 2 | Alga Profile and Transaction Highlights

Table of Contents

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BAYLIN OVERVIEW

Section 1

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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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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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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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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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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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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