GigPeak (GIG.U) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following unaudited pro forma condensed combined financial information combines the historical consolidated financial statements of GigOptix and Endwave as if the merger had occurred on January 1, 2010.

Pro Forma Combined Information

The following unaudited pro forma condensed combined balance sheet as of December 31, 2010 and April 3, 2011 is based on (i) the historical consolidated balance sheets of GigOptix as of December 31, 2010 and April 3, 2011 and (ii) the historical consolidated balance sheets of Endwave as of December 31, 2010 and March 31, 2011. The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2010 and the quarter ended April 3, 2011 are based on (i) the historical consolidated statements of operations of GigOptix for the year ended December 31, 2010 and the quarter ended April 3, 2011 and (ii) the historical consolidated statements of operations of Endwave for the year ended December 31, 2010 and the quarter ended March 31, 2011.

The unaudited pro forma condensed combined financial information also reflects the effects of acquiring Endwave for an aggregate estimated consideration of approximately 9.2 million shares of GigOptix common stock based on the closing GigOptix share price of $2.65 on June 16, 2011. GigOptix issued a total of 9,128,502 shares of its common stock (a correction of the previously reported 9,128,546 shares) in the Merger representing approximately 42.45% of GigOptix’ outstanding common stock. The foregoing amounts take into account reductions in the number of shares issued to employees and directors of Endwave for any applicable withholding requirements for federal, state and other taxes.

Pro forma combined adjustments and the assumptions related to the Endwave acquisition were prepared using the purchase method of accounting and are based on the assumption that the acquisition of Endwave took place as of December 31, 2010 for purposes of the pro forma condensed combined balance sheets and January 1, 2010 for purposes of the pro forma condensed combined statements of operations.

In accordance with the purchase method of accounting, the actual consolidated financial statements of GigOptix will reflect the Endwave acquisition only from and after the date of acquisition.

The unaudited pro forma condensed combined financial information included herein does not give effect to any potential cost reductions or other operating efficiencies that could result from the Endwave acquisition, including but not limited to those associated with potential (i) reductions of corporate overhead, (ii) eliminations of duplicate functions and (iii) increased operational efficiencies through the adoption of best practices and capabilities from each company.

The pro forma condensed combined financial information has been prepared in accordance with the rules and regulations of the SEC. The pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the combined operating results or financial position that would have occurred if such transactions had been consummated on the dates and in accordance with the assumptions described herein, nor is it necessarily indicative of future operating results or financial position.

The pro forma condensed combined financial information below should be read together with GigOptix’s and Endwave’s historical consolidated financial statements and accompanying notes which have been previously filed with the SEC.

GIGOPTIX, INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2010

	GigOptix			Endwave			Pro Forma Combined Adjustments			Pro Forma Combined
	(in thousands)
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	4,502		$	7,147		$	—		$	11,649
Short-term investments		—			16,380						16,380
Accounts receivable, net		5,366			2,600						7,966
Inventory		1,609			3,719						5,328
Other current assets		405			554						959
Total current assets		11,882			30,400						42,282
Property and equipment, net		3,717			2,048						5,765
Goodwill, intangible assets, net and in-process research and development		11,268			—			6,431	(A)		17,699
Restricted cash		356			—						356
Other assets		653			26						679
Total assets	$	27,876		$	32,474		$	6,431	(A)	$	66,781
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,960		$	1,837		$	—		$	4,797
Accrued and other current liabilities		4,761			1,560						6,321
Line of credit		2,999			—						2,999
Restructuring liabilities, short-term		62			431						493
Long-term debt, current portion		227			—						227
Total current liabilities		11,009			3,828						14,837
Pension liabilities		211			—						211
Restructuring liabilities, long-term		—			234						234
Other long-term liabilities		1,266			124						1,390
Total liabilities		12,486			4,186			—			16,672
Stockholders’ equity:
Common stock		12			10			(1)	(B)		21
Additional paid-in capital		88,553			317,291			(273,811)	(B)		132,033
Other comprehensive income (loss)		178			(1	)		1	(B)		178
Accumulated deficit		(73,353	)		(289,012	)		280,242	(B)		(82,123	)
Total stockholders’ equity		15,390			28,288			6,431			50,109
Total liabilities and stockholders’ equity	$	27,876		$	32,474		$	6,431		$	66,781

See accompanying notes to unaudited pro forma condensed combined financial information.

GIGOPTIX, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2010

	GigOptix			Endwave			Pro Forma Combined Adjustments			Pro Forma Combined
	(in thousands, except per share data)
	(unaudited)
Revenue	$	26,876		$	16,716		$	—		$	43,592
Cost of revenue		12,551			14,002			516	(C)		27,069
Gross profit		14,325			2,714			516			16,523
Operating expenses:
Research and development		8,659			4,607			—			13,266
Selling, general and administrative		8,889			6,105			162	(C)		15,156
Restructuring expense		388			49			—			437
Total operating expenses		17,936			10,761			162			28,859
Loss from operations		(3,611	)		(8,047	)		(678	)		(12,336	)
Interest and other expense, net		(698	)		(45	)		—			(743	)
Net loss before provision for income taxes		(4,309	)		(8,092	)		(678	)		(13,079	)
Provision for income taxes		51			—			—			51
Net loss	$	(4,360	)	$	(8,092	)	$	(678	)	$	(13,130	)
Net loss per common share:
Basic and diluted	$	(0.41	)	$	(0.83	)				$	(0.75	)
Weighted-average number of shares used to compute net loss per share:
Basic and diluted		10,689			9,774			(2,908	) (D)		17,555

See accompanying notes to unaudited pro forma condensed combined financial information.

GIGOPTIX, INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of April 3, 2011

	GigOptix			Endwave			Pro Forma Combined Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	4,137		$	9,342					$	13,479
Short-term investments		—			11,880						11,880
Accounts receivable, net		5,251			1,254						6,505
Inventories		1,649			3,751						5,400
Prepaid and other current assets		414			389						803
Total current assets		11,451			26,616			—			38,067
Property and equipment, net		3,406			1,932						5,338
Goodwill, intangible assets, net and in-process research and development		11,104			—			6,331	(A)		17,435
Restricted cash		256			—						256
Other assets		595			13						608
Total assets	$	26,812		$	28,561		$	6,331		$	61,704
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,896		$	1,561					$	4,457
Accrued and other current liabilities		5,559			1,300						6,859
Line of credit		2,642			—						2,642
Restructuring liabilities, short-term		34			926						960
Long-term debt, current portion		138			—						138
Total current liabilities		11,269			3,787			—			15,056
Pension liabilities		215			—						215
Restructuring liabilities, long-term		—			115						115
Other long term liabilities		1,212			124						1,336
Total liabilities		12,696			4,026			—			16,722
Commitments and contingencies
Stockholders’ Equity
Preferred stock		—			—						—
Common stock		12			10			(1)	(B)		21
Additional paid-in capital		90,795			317,403			(273,810)	(B)		134,388
Accumulated deficit		(76,795	)		(292,883	)		280,142	(B)		(89,536	)
Accumulated other comprehensive income		104			5						109
Total stockholders’ equity		14,116			24,535			6,331			44,982
Total liabilities and stockholders’ equity	$	26,812		$	28,561		$	6,331		$	61,704

See accompanying notes to unaudited pro forma condensed combined financial information.

GIGOPTIX, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Quarter Ended April 3, 2011

	GigOptix			Endwave			Pro Forma Combined Adjustments			Pro Forma Combined
Revenue	$	7,662		$	1,237		$	—		$	8,899
Cost of revenue		3,831			1,036			61	(C)		4,928
Gross profit		3,831			201			(61	)		3,971
Operating expenses:
Research and development expense		2,390			1,327			—			3,717
Selling, general and administrative expense		2,623			1,927			40	(C)		4,590
Restructuring expense		—			804			—			804
Merger-related expense		1,107			—			—			1,107
Shareholder settlement expense		1,064			—			—			1,064
Total operating expenses		7,184			4,058			40			11,282
Loss from operations		(3,353	)		(3,857	)		(101	)		(7,311	)
Interest and other expense, net		(84	)		(7	)		—			(91	)
Net loss before income taxes		(3,437	)		(3,864	)		(101	)		(7,402	)
Provision for income taxes		5			7			—			12
Net loss	$	(3,442	)	$	(3,871	)	$	(101	)	$	(7,414	)
Net loss per share - basic and diluted	$	(0.28	)	$	(0.39	)				$	(0.39	)
Shares used in computing basic and diluted net loss per share		12,255			9,861			(2,995	) (D)		19,121

See accompanying notes to unaudited pro forma condensed combined financial information.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(1) Basis of Purchase Price Allocation

The purchase consideration for the merger of approximately $24.2 million consisted of the fair value of 9,128,502 shares of GigOptix common stock issued to Endwave’s stockholders, at a per share price of $2.65, which reflects the closing price of the Company’s common stock as of June 17, 2011.

The total purchase price of $24.2 million was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition as follows (in thousands):

Tangible assets acquired:
Cash and cash equivalents	$	8,824
Short-term investments		9,946
Accounts receivable		334
Inventory		1,228
Other current assets		159
Property, plant and equipment		967
Other assets		73
Liabilities assumed:
Accounts payable		(702	)
Accrued compensation		(415	)
Accrued warranty		(496	)
Accrued restructuring		(2,593	)
Other current liabilities		(120	)
Other long-term liabilities		(124	)
Identifiable intangible assets acquired:
Customer relationships		720
Customer backlog		273
Developed technology		1,455
Trade name		83
Goodwill acquired:
Goodwill		4,578
Total purchase price	$	24,190

(2) Pro Forma Combined Adjustments

The following pro forma combined adjustments have been reflected in the unaudited pro forma condensed combined financial information. These adjustments give effect to pro forma events that are (i) directly attributable to the Endwave merger, (ii) factually supportable and (iii) with respect to the statement of operations, expected to have continuing impact on the combined company.

Balance Sheet Adjustments

A) To reflect the establishment of identifiable intangible assets of $2.5 million net of amortization and goodwill of $4.6 million. For purposes of the pro forma condensed combined statement of operations, it was assumed that the $2.5 million is related to the following intangible assets: customer relationships, customer backlog, developed technology and trade name with assumed lives ranging between 0.3 to 6 years.

(B) To reflect the elimination of Endwave’s stockholders’ equity balances as of December 31, 2010 and to reflect the issuance of 9.2 million shares of GigOptix common stock (valued at $24.2 million for purposes of this pro forma combined information based on the GigOptix stock price on June 17, 2011) as consideration delivered to acquire Endwave.

Income Statement Adjustments

(C) To reflect the expense associated with the amortization of intangibles.

(D) To reflect (i) the elimination of Endwave’s basic common shares outstanding, net of (ii) the assumed issuance of basic common shares as a result of the transaction, assuming this transaction occurred at the beginning of the period.

For purposes of preparing these pro forma condensed combined financial statements, the fair value of Endwave’s inventory, accounts receivable and property, plant and equipment were estimated to approximate their carrying value on the date of acquisition.