EX-99.2
4
a09-15227_1ex99d2.htm
EX-99.2
Exhibit 99.2
[LOGO]
2 This
presentation may contain forward-looking statements about MoSys, including,
without limitation, expected benefits and costs of the acquisition of Prism
Circuits, benefits and performance expected from use of MoSys' embedded
memory technologies, MoSys' execution and results, improving operational
efficiencies, growth of the business and future business prospects and the
estimated cost savings and timing of such savings from restructuring plans
and other cost reduction initiatives. Forward-looking statements are based on
certain assumptions and expectations of future events that are subject to
risks and uncertainties. Actual results and trends may differ materially from
historical results or those projected in any such forward-looking statements
depending on a variety of factors. These factors include, but are not limited
to, the potential impact the transaction will have on MoSys, customer
acceptance of our embedded memory proprietary technologies and recently
acquired interface IP, difficulties in integrating the operations of the
newly acquired business and achieving strategic objectives, difficulties in
retaining the newly hired employees from Prism Circuits, difficulties and
delays in the further development, production, testing and marketing of
acquired technologies, the level of intellectual property protection provided
by our patents, the expenses and other consequences of litigation, including
intellectual property infringement litigation, to which we may be or may become
a party from time to time, the vigor and growth of markets served by the
licensees and customers and operations of MoSys, the short operating history
of Prism Circuits prior to the acquisition by MoSys, the lack of experience
in conducting and operating the newly acquired technologies and operations of
Prism Circuits in combination with the historical proprietary technologies
and operations of MoSys and other risks identified in MoSys' most recent
reports on forms 10Q and 10-K filed with the Securities and Exchange
Commission, as well as other reports that MoSys files from time to time with
the Securities and Exchange Commission. MoSys undertakes no obligation to
update publicly any forward-looking statement for any reason, except as
required by law, even as new information becomes available or other events
occur in the future.
3 Expected
Benefits Significantly Increase MoSys TAM - $300M** Interface IP Market
Accelerate Growth Opportunity for MoSys 1T-SRAM IP in Networking and
Communications Markets Increase Revenue & Generate Positive Cash Flow for
Second Half of 2009 and 2010 Add World-class Team of Engineers, Including
Highly-Talented, Cost-efficient Engineering Center in India ** Source:
Gartner Semiconductor Interface IP Report, April 2009
Analog/RF
Digital Logic Processor IP Analog IP Memory IP Interface IP Interface IP 4
World class Provider of Differentiated, High Value IP for SoC Designers in
Consumer & Communications high density Memory IP Leader in 1T-SRAM
1T-FLASH Experts in high speed Interface IP Serial I/O (SerDes) DDR 3/2 PHY
** Source: Gartner Semiconductor Interface IP Report, April 2009
Mobile Devices
Gaming 5 Video Networking 1T-SRAM 10G+ SerDes Compelling Solution for
Networking
6 Founded in
2006, grew to $6M** in 2008 Profitable** & cash-flow positive** since
inception Multi-Gigabit Interface IP Multi-protocol SerDes DDR 3/2 PHY Key
Customers & Foundry Partners Fujitsu, Microsoft, Mindspeed Fujitsu, TSMC,
UMC40/45nm Strong Team of Analog, Mixed-signal & Systems Engineers Sun,
Intel, AMD, TI ~25 employees in Santa Clara HQ ~30 in Hyderabad, India design
center Accomplished Founder & CEO, Sundari Mitra (Intel, Sun) 20 years
semiconductor experience, award-winning analog designer Led 300+ person SPARC
processor engineering team Successfully founded & grew Prism Circuits **
Unaudited only. Receipt of audited financial statements of Prism Circuits for
CY2008 expected prior to August 19, 2009. All historical financial
information of Prism Circuits is subject to any applicable audit adjustments
to be determined.
7 Significantly
expands MoSys TAM by over $300M Interface IP was ~$300M in 2008**, potential
to grow at 20%+ CAGR Expect Prism to add ~$3-5M in revenue to MoSys in 2nd
Half of 2009 Accelerates MoSys 1T-SRAM Growth in Networking Market Expanding
from pixel processing/graphics packet processing/networking Key driver is
explosive demand for increased internet bandwidth Next generation network
systems need both: High density, low power, low latency, random access memory1T-SRAM
High data rate (10G+) serial I/OsPrism Multi-gigabit SerDes IP MoSys now has
a more compelling solution for networking customers We Envision New Ways to
Combine Differentiated Memory IP from MoSys with High Speed Interface IP from
Prism Further increase TAM & grow revenue, profitability &
shareholder value ** Source: Gartner Semiconductor Interface IP Report, April
2009
8 Expect the
Acquisition to Generate Positive Operating Margin, on a non-GAAP basis, for
Remainder of 2009 Excluding impact of acquisition costs & stock-based
compensation and amortization charges Leverage Prism's Strong India Team to
Lower Cost Base Deploy Prism's Patent-pending Development & Porting
Methodology Across Combined Company Shortens design cycle time 2-3X improvement
in time-to-market Major efficiency improvement & competitive advantage
9 No Technology
Overlap, Completely Complementary Strategic Customer & Foundry Partner
Synergy (Fujitsu, TSMC, UMC) Geographic - both Headquarters within 5 miles of
each other Leverage MoSys Global Channel and Resources to Grow Revenue from
Prism products
Sundari Mitra
Founder & CEO
11 DDR3/2 PHY
IP Products Products • DDR3/2 Combo (65nm, 45nm) • Low latency DDR2 (180nm) •
Low latency DDR3 (130nm) Unique Product Benefits • Fastest DDR3 in market:
2.133Gbps • JEDEC compliance • DFI 2.0 compliance • 2.5v, 1.8v options •
Wire-bond, flip chip configurations DDR3 eye at 1333Mbps
12
Multi-Protocol SerDes Unique Product Benefits • 10G silicon proven • SerDes
with PCS • Standard(s) compliance • Matlab, C++, AMS models • Production test
ready • (Scan, IEEE 1149.6, Loopback, Eye Monitor)
Today's Market
Focus 13
14 Customer
Testimonials "Prism's 10G SerDes represents one of our core focuses in high
speed technology." - Steve Della Rochetta, Vice President, FMA "Prism
Circuits IP worked on our first silicon and has been a strong technical
complement to our team. Their expertise in high performance, area optimized
IO designs is excellent." - Fred Weber, CEO MetaRAM; Former CTO AMD "Prism's
mixed signal circuit design and physical design expertise is outstanding. I
recommend them to all my peers involved in ASIC and SoC chip designs." -
Srinivas Nori, Senior Design Manager, Microsoft Xbox
15 Natural
synergy between both companies Combined focus provides customers with wider
solution selection from a single source Store data through MoSys memory IP
Move data on-off chip through Prism interconnect IP Strengthens financial
base to develop deeper and more aggressive SerDes roadmap Ability to leverage
sales channel and customer base for wider reach
16 Purchase
Price $13.5M in cash at closing, net of $1.5M in cash acquired Up to $6.5M
earn-out payable after one year, subject to attainment of specified
milestones: Product development initiatives Billings & collections goals
Retention of key employees Retention/Incentive Equity Awards No stock options
or employee equity awards assumed Expect to issue a maximum of 3.7 million
shares under options or restricted stock units (RSUs) One RSU equals 3 option
shares of common stock
17 For
remainder of 2009, expect acquisition to provide: Revenue contribution of $3
- $5M Positive cash flow Improved operating margin on a non-GAAP basis
(excluding acquisition costs and stock-based compensation & amortization
charges) Cost Reduction initiatives implemented: ~20% reduction in
pre-acquisition headcount: Closure of MoSys' design center in Korea
Elimination of certain engineering positions in Sunnyvale, CA Anticipated 2Q
charge of ~$0.5M related to workforce reductions and facility closure
18 The
Combination of MoSys with Prism Significantly Larger Serviceable Market
Allows MoSys to Achieve Revenue Growth and Improve Operating Margins

EX - 99 . 2 4 a09 - 15227 _ 1ex99d2 . htm EX - 99 . 2 Exhibit 99 . 2 [ LOGO ] 2 This presentation may contain forward - looking statements about MoSys , including , without limitation , expected benefits and costs of the acquisition of Prism Circuits , benefits and performance expected from use of MoSys ' embedded memory technologies , MoSys ' execution and results , improving operational efficiencies , growth of the business and future business prospects and the estimated cost savings and timing of such savings from restructuring plans and other cost reduction initiatives . Forward - looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties . Actual results and trends may differ materially from historical results or those projected in any such forward - looking statements depending on a variety of factors . These factors include , but are not limited to , the potential impact the transaction will have on MoSys , customer acceptance of our embedded memory proprietary technologies and recently acquired interface IP , difficulties in integrating the operations of the newly acquired business and achieving strategic objectives , difficulties in retaining the newly hired employees from Prism Circuits , difficulties and delays in the further development , production , testing and marketing of acquired technologies , the level of intellectual property protection provided by our patents , the expenses and other consequences of litigation , including intellectual property infringement litigation , to which we may be or may become a party from time to time , the vigor and growth of markets served by the licensees and customers and operations of MoSys , the short operating history of Prism Circuits prior to the acquisition by MoSys , the lack of experience in conducting and operating the newly acquired technologies and operations of Prism Circuits in combination with the historical proprietary technologies and operations of MoSys and other risks identified in MoSys ' most recent reports on forms 10Q and 10 - K filed with the Securities and Exchange Commission , as well as other reports that MoSys files from time to time with the Securities and Exchange Commission . MoSys undertakes no obligation to update publicly any forward - looking statement for any reason , except as required by law , even as new information becomes available or other events occur in the future . 3 Expected Benefits Significantly Increase MoSys TAM - $ 300 M ** Interface IP Market Accelerate Growth Opportunity for MoSys 1T - SRAM IP in Networking and Communications Markets Increase Revenue & Generate Positive Cash Flow for Second Half of 2009 and 2010 Add World - class Team of Engineers , Including Highly - Talented , Cost - efficient Engineering Center in India ** Source : Gartner Semiconductor Interface IP Report , April 2009 Analog / RF Digital Logic Processor IP Analog IP Memory IP Interface IP Interface IP 4 World class Provider of Differentiated , High Value IP for SoC Designers in Consumer & Communications high density Memory IP Leader in 1T - SRAM 1T - FLASH Experts in high speed Interface IP Serial I / O ( SerDes ) DDR 3 / 2 PHY ** Source : Gartner Semiconductor Interface IP Report , April 2009 Mobile Devices Gaming 5 Video Networking 1T - SRAM 10G + SerDes Compelling Solution for Networking 6 Founded in 2006 , grew to $ 6 M ** in 2008 Profitable ** & cash - flow positive ** since inception Multi - Gigabit Interface IP Multi - protocol SerDes DDR 3 / 2 PHY Key Customers & Foundry Partners Fujitsu , Microsoft , Mindspeed Fujitsu , TSMC , UMC40 / 45nm Strong Team of Analog , Mixed - signal & Systems Engineers Sun , Intel , AMD , TI ~ 25 employees in Santa Clara HQ ~ 30 in Hyderabad , India design center Accomplished Founder & CEO , Sundari Mitra ( Intel , Sun ) 20 years semiconductor experience , award - winning analog designer Led 300 + person SPARC processor engineering team Successfully founded & grew Prism Circuits ** Unaudited only . Receipt of audited financial statements of Prism Circuits for CY2008 expected prior to August 19 , 2009 . All historical financial information of Prism Circuits is subject to any applicable audit adjustments to be determined . 7 Significantly expands MoSys TAM by over $ 300M Interface IP was ~ $ 300M in 2008 ** , potential to grow at 20 % + CAGR Expect Prism to add ~ $ 3 - 5M in revenue to MoSys in 2nd Half of 2009 Accelerates MoSys 1T - SRAM Growth in Networking Market Expanding from pixel processing / graphics packet processing / networking Key driver is explosive demand for increased internet bandwidth Next generation network systems need both : High density , low power , low latency , random access memory1T - SRAM High data rate ( 10G + ) serial I / OsPrism Multi - gigabit SerDes IP MoSys now has a more compelling solution for networking customers We Envision New Ways to Combine Differentiated Memory IP from MoSys with High Speed Interface IP from Prism Further increase TAM & grow revenue , profitability & shareholder value ** Source : Gartner Semiconductor Interface IP Report , April 2009 8 Expect the Acquisition to Generate Positive Operating Margin , on a non - GAAP basis , for Remainder of 2009 Excluding impact of acquisition costs & stock - based compensation and amortization charges Leverage Prism 's Strong India Team to Lower Cost Base Deploy Prism 's Patent - pending Development & Porting Methodology Across Combined Company Shortens design cycle time 2 - 3X improvement in time - to - market Major efficiency improvement & competitive advantage 9 No Technology Overlap , Completely Complementary Strategic Customer & Foundry Partner Synergy ( Fujitsu , TSMC , UMC ) Geographic - both Headquarters within 5 miles of each other Leverage MoSys Global Channel and Resources to Grow Revenue from Prism products Sundari Mitra Founder & CEO 11 DDR3 / 2 PHY IP Products Products • DDR3 / 2 Combo ( 65 nm , 45 nm ) • Low latency DDR2 ( 180 nm ) • Low latency DDR3 ( 130 nm ) Unique Product Benefits • Fastest DDR3 in market : 2.133 Gbps • JEDEC compliance • DFI 2 . 0 compliance • 2 . 5v , 1 . 8v options • Wire - bond , flip chip configurations DDR3 eye at 1333 Mbps 12 Multi - Protocol SerDes Unique Product Benefits • 10G silicon proven • SerDes with PCS • Standard ( s ) compliance • Matlab , C + + , AMS models • Production test ready • ( Scan , IEEE 1149 . 6 , Loopback , Eye Monitor ) Today ' s Market Focus 13 14 Customer Testimonials " Prism 's 10G SerDes represents one of our core focuses in high speed technology . " - Steve Della Rochetta , Vice President , FMA " Prism Circuits IP worked on our first silicon and has been a strong technical complement to our team . Their expertise in high performance , area optimized IO designs is excellent . " - Fred Weber , CEO MetaRAM ; Former CTO AMD " Prism 's mixed signal circuit design and physical design expertise is outstanding . I recommend them to all my peers involved in ASIC and SoC chip designs . " - Srinivas Nori , Senior Design Manager , Microsoft Xbox 15 Natural synergy between both companies Combined focus provides customers with wider solution selection from a single source Store data through MoSys memory IP Move data on - off chip through Prism interconnect IP Strengthens financial base to develop deeper and more aggressive SerDes roadmap Ability to leverage sales channel and customer base for wider reach 16 Purchase Price $ 13.5M in cash at closing , net of $ 1.5M in cash acquired Up to $ 6.5M earn - out payable after one year , subject to attainment of specified milestones : Product development initiatives Billings & collections goals Retention of key employees Retention / Incentive Equity Awards No stock options or employee equity awards assumed Expect to issue a maximum of 3 . 7 million shares under options or restricted stock units ( RSUs ) One RSU equals 3 option shares of common stock 17 For remainder of 2009 , expect acquisition to provide : Revenue contribution of $ 3 - $ 5M Positive cash flow Improved operating margin on a non - GAAP basis ( excluding acquisition costs and stock - based compensation & amortization charges ) Cost Reduction initiatives implemented : ~ 20 % reduction in pre - acquisition headcount : Closure of MoSys ' design center in Korea Elimination of certain engineering positions in Sunnyvale , CA Anticipated 2Q charge of ~ $ 0.5M related to workforce reductions and facility closure 18 The Combination of MoSys with Prism Significantly Larger Serviceable Market Allows MoSys to Achieve Revenue Growth and Improve Operating Margins