MACOM Technology Solutions (MTSI) 8-K Regulation FD Disclosure

M/A-COM Technology Solutions (MTSI)

November 2013

Exhibit 99.1

2

Forward-Looking Statement Safe Harbor and

Use of Non-GAAP Financial Measures

This presentation contains forward-looking statements based on management’s beliefs and assumptions and on information currently

available to our management.  Forward-looking statements include, among others, statements concerning the Mindspeed transaction,

including those regarding the potential date of closing of the acquisition, and any potential benefits and synergies, strategic plans,

divestitures, restructuring, cost savings, accretion, and financial and business expectations associated with the acquisition, as well as

any other statements regarding our plans, beliefs or expectations regarding the transaction or its future business or financial results.

Forward-looking statements include all statements that are not historical facts and generally may be identified by terms such as

"anticipates,"

"believes,"

"could,"

"estimates,"

"expects,"

"intends,"

"may,"

"plans,"

"potential,”

"predicts,"

"projects,"

"seeks,"

"should,"

"will,"

"would"

or

similar

expressions

and

the

negatives

of

those

terms.

Our forward-looking statements are subject to assumptions, risks and uncertainties, and are not guarantees of future results. Actual

results may differ materially from the outcomes stated or implied by our forward-looking statements based on any assumptions and risk

factors

we

may

mention

today

or

otherwise,

including

the

factors

set

forth

in

the

press

release

we

issued

November

5,

2013

related

to

the

Mindspeed

acquisition,

our

Quarterly

Report

on

Form

10-Q

filed

with

the

SEC

on

August

5,

2013,

and

other

information

we

file

with

the

SEC,

which

are

publicly-available

on

the

SEC's

EDGAR

database

located

at

www.sec.gov.

We

undertake

no

obligation

to

update

these statements at a later date. All projections in this presentation are made as of November 5, 2013 only and are not being reaffirmed

hereby. MACOM undertakes no obligation to update them at any future date.

We make references in this presentation to certain financial information calculated on a basis other than in accordance with accounting

principles

generally

accepted

in

the

United

States

(GAAP).

These

non-GAAP

measures

are

provided

as

additional

insight

into

on-going

financial

performance

and

to

enhance

the

user’s

overall

understanding

of

the

potential

impact

of

the

Mindspeed

acquisition.

These

non-

GAAP measures are provided in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in

accordance

with

GAAP.

See

reconciliation

of

MACOM

results

to

the

nearest

GAAP

measure

in

the

appendix.

We

are

unable

to

provide

a

quantitative reconciliation for certain non-GAAP measures presented herein to the most directly comparable GAAP measure because we

cannot reliably forecast acquisition, integration and other costs related to the Mindspeed acquisition, which are difficult to predict and

estimate.  We do not provide a reconciliation for Mindspeed’s historical non-GAAP information presented.

Our fiscal year end is the Friday closest to September 30th. Fiscal year 2014 will be a 53-week year and the first quarter of fiscal year

2014 will have 14 weeks.

3

Tender Offer Information

This

communication

is

for

informational

purposes

only

and

is

not

an

offer

to

purchase

any

shares

of Mindspeed or a solicitation of an offer to sell securities. MACOM and Micro Merger Sub, Inc.

have

filed

a

tender

offer

statement

on

Schedule

TO,

including

an

offer

to

purchase,

a

letter

of

transmittal and related documents, with the United States Securities and Exchange Commission

(the “SEC”) and Mindspeed has filed a solicitation/recommendation statement on Schedule 14D-9

with the SEC. The tender offer statement (including an offer to purchase, a related letter of

transmittal and other offer documents) and the solicitation/recommendation statement contains

important information that should be read carefully before any decision is made with respect to the

tender offer. Such materials are available to Mindspeed stockholders at no expense to them

by

written

request

to

Georgeson

Inc.,

480

Washington

Blvd.,

26th

Floor,

Jersey

City,

NJ

07310

or

by calling (866) 295-3782 (toll-free). In addition, such materials (and all other offer documents

filed

with

the

SEC)

are

available

at

no

charge

on

the

SEC’s

website

at

www.sec.gov.

4

MACOM is a leading supplier of high performance RF, µW, and mmW products

Company Snapshot

Strong catalog business with 2,700+ products

Advanced RF design capabilities solving difficult

and complex challenges

Established customer base of  6,000+ customers

$319mm of FY13 revenue

Advanced

RF Design

Diverse

Customer

Base

Financial

Scale and

Stability

Strong

Product

Portfolio

Broad end-

Markets /

Applications

Global

Presence

RF, µ

W and mmW franchise built on 60+ years of innovation

5

Leader in high performance RF, µW and mmW analog semiconductors

Broad catalog business of long lifecycle products serving large and diverse end markets

Focused R&D investments in high-growth, high-margin applications

Growth

and

richer

product

mix

driving

gross

and

operating

margin

expansion

Scalable “fab-lite”

manufacturing model with differentiated domestic manufacturing

Strong balance sheet, cash flow and return on capital

Announced definitive agreement to acquire Mindspeed Technologies, Inc. (NASDAQ:

MSPD), with an anticipated closing in December, 2013

Company Highlights

6

Leader in High Performance RF, µW and mmW

Source: MACOM estimates based on internal and external (WSTS, ABI Research, Strategy Analytics, Engalco, Ovum, Infonetics, EJL, NSR, Yole) sources

Broad catalog portfolio and breadth of channel

7

Broad Catalog of Specialized Products

Integrated

Circuits

Power Pallets

& Transistors

Passive

Components

Diodes, Switch

Limiters, Switches

Active

Components

Multi-Chip

Modules

1 MHz

Radio Frequency

6 GHz

Microwave

20 GHz

110 GHz

Millimeter Wave

Industrial

Broad-

band

Wireless Data,

Toll Tags

GPS,

Avionic,

Radar

Cellular

DVB,

Satellite

Radio

WiMAX, WLAN,

Access Points

Test

Equipment

Microwave

Radio Links

DBS,

Industrial

Imaging

Satellite Payload

Communications

Industrial

VSAT

Millimeter

Wave Radio

Links

UAV

Datalink

SATCOM

Terminal

Communication

Tracking and

Jamming

Adaptive

Cruise

Control

Scientific

Imaging and

Measurement

Radar

Communications

Broadcast

•

Sticky, value-added technologies

•

Advanced RF, µW and mmW engineering competencies

•

Long product lifecycles

Diverse

Array

of

Products

and

Form

Factors

Serving

a

Broad

Frequency

Spectrum

8

Blended Organic Growth Model Targets 2-3x Market CAGR

Source: MACOM estimates based on internal and external (WSTS, ABI Research, Strategy Analytics, Engalco, Ovum, Infonetics, EJL, NSR, Yole, Moody’s, Dell ‘Oro) sources

9

Investment

Focused

on

High

Growth,

High

Margin

(1)

Products

R&D focused on high growth

opportunities with disruptive

technologies

M&A delivering high growth

opportunities based on SiGe

and GaN technologies

New

products

targeting

GM

ranging from low 60% to mid

80% –

many exceed 70%

New products target 70+% gross margins

Focused on Selected High-Growth Opportunities

Deep Commitment to Technology Leadership

Source: MACOM estimates based on internal and external (ABI Research, Strategy Analytics, Engalco, NSR, Dell’Oro) sources

(1) Gross margin is on non-GAAP basis.

10

Large and Diverse End Markets

Note: Percentage of revenue for FY Q4’13.

Servicing transition

from GaAs to GaN

technologies

Demand for improved

situational awareness

on the modern

battlefield

A&D –

28%

Multi-market –

21%

Advanced driver

assistance for

navigation, fuel

efficiency and

reduced emissions

Automotive –

25%

Driven by cloud

computing,

streaming video

and mobile Internet

devices

Networks –

26%

11

Mindspeed Acquisition: Strategic Rationale

Aligns with core growth strategy in networking and

100G optical markets

Aligns with core growth strategy in networking and

100G optical markets

Consistent with MACOM’s high performance analog

business model –

high margins, long lifecycles and

sticky customer relationships

Consistent with MACOM’s high performance analog

business model –

high margins, long lifecycles and

sticky customer relationships

Complements MACOM’s strong US presence by adding

a broad customer footprint and sales channel in Asia

Pacific

Complements MACOM’s strong US presence by adding

a broad customer footprint and sales channel in Asia

Pacific

Expands addressable market with high-growth, high-

margin SiGe products and technology

Expands addressable market with high-growth, high-

margin SiGe products and technology

1

2

3

4

Expected to be immediately accretive to gross margin

and EPS with strong operational synergies

Expected to be immediately accretive to gross margin

and EPS with strong operational synergies

5

+

12

Proposed Mindspeed Acquisition Will Add Enterprise

Demand for low

latency and high

bandwidth for

eCommerce and the

Internet of Things

Enterprise

13

Enterprise –

100G Optical

PRODUCTS & TECHNOLOGY

KEY CUSTOMERS

APPLICATIONS

100G IN THE NETWORK

Source: MACOM estimates based on internal and external (Infonetics, Dell’Oro) sources

14

100G Optical –

10 Year Cycle of Innovation

Products

Device Technology

Applications

Optomai and Mindspeed acquisitions deliver 30-year heritage of innovation

15

Mindspeed’s SiGe Will Expand MACOM Technology Base

16

0

2,000

3,000

$3,600M

2012

GaAs

GaN

LDMOS

SOI

SiGe

SiGe Mindspeed

2017

GaAs

GaN

LDMOS

SOI

SiGe

SiGe Mindspeed

The SiGe Opportunity Space

Served Available Market by Technology

Mindspeed will deliver technology leadership

Will expand SAM in core RF and µw markets

SiGe expands SAM in two directions

Source:  MACOM estimates based on internal & external (ABI Research, Strategy Analytics)

sources

SiGe RF IC

~850 transistors (octal)

GaAs MMIC

~60 transistors

Crosspoint switches

2x2 to 288x288

3.2 Gbps to 12.8+ Gbps

17

GaN as a Market Dislocator

Gallium Nitride is a wide bandgap semiconductor whose critical electric field is 10x that of GaAs

and 20x that of Silicon enabling unprecedented power and bandwidth capability

18

The GaN Dislocation

0

2,000

2,500

$3,500M

2012

GaAs

GaN

LDMOS

SiGe

SOI

2017

GaAs

GaN

LDMOS

SiGe

SOI

High Performance RF / µW Market by Technology

Copy Exact

0.5µ

0.25µ

0.15µ

90W power transistor in

3x6mm plastic package

MACOM drives GaN innovation

Industry's First Dual Source Supply Chain

GaN growing almost 5x faster than the market

Source: MACOM estimates based on internal & external (ABI Research, Strategy Analytics) sources

19

Aerospace & Defense –

AESA Radar

MMICs

MPAR Module and Board

Transistors

Diodes

Components

X-band AESA RADAR

PRODUCTS & TECHNOLOGY

KEY CUSTOMERS

APPLICATIONS

Source:

MACOM

estimates

based

on

internal

and

external

(Engalco)

sources

20

AESA Radar –

20 Year Cycle of Innovation

Products

Device Technology

Applications

60-year heritage of radar innovation

21

Aerospace & Defense –

mmW Satellite Link

PRODUCTS & TECHNOLOGY

KEY CUSTOMERS

APPLICATIONS

mmW SATCOM GROWTH

Single  Chip T/R Module

GaN Transistor

MELF Diodes

Filters

Source: MACOM estimates based on internal and external (Engalco,NSR) sources

22

mmW Satellite Link –

10 Year Cycle of Innovation

Products

Device Technology

Applications

40-year heritage of satellite link innovation

23

Scalable, Fab-lite Manufacturing Strategy

24

Mindspeed Will Strengthen our Global Position

Note:  Geographic revenue based on the quarter ended June 28, 2013 for MACOM and Mindspeed. Mindspeed revenue excludes non-recurring revenue related to sales of intellectual property.

25

Experienced and Proven Management Team

FINANCIAL OVERVIEW

27

High-performance analog semiconductor business model

•

Proprietary products

•

Long lifecycles

•

Established customer relationships

Strong and cash generative broad catalog business

Focused R&D investment in new high-growth, high margin (70+%)

products

Strong balance sheet, cash flow and return on capital

Key Financial Highlights

(1) Gross margin is on non-GAAP basis

(1)

28

1.

Revenue

for

FY13

for

MACOM

and

Mindspeed.

Mindspeed

revenue

excludes

wireless

business

and

non-recurring

revenue

related

to

sales

of

intellectual

property.

2.

Post

closing

model

is

based

on

MACOM’s

projections

and

assumes

restructuring

and

achievement

of

targeted

synergies.

3.

Amounts

shown

under

MACOM

and

Mindspeed

are

each

companies’

reported

FY

13

results.

Non-GAAP

margins.

4.

Non-GAAP

EPS

(fully

diluted).

Projected Financial Model Post Mindspeed Acquisition

(1)

($ in millions / % of revenue)

LTM Revenue

(3)

$319

$132

N/A

Gross Margin

(3)

45%

~63%

50%   –

52%

Operating Margin

(3)

19%

~18%

23%   –

25%

Post Closing

Model

(2)

EPS accretion expected to be between $0.15-$0.20 per share in FY 2014

and $0.25-$0.30 per share in FY 2015

(4)

29

($ in millions)

MACOM Fiscal 2013 Results & Q1 2014 Guidance

1.

Non-GAAP. 

2.

Q2

actual

includes

$0.02

EPS

related

to

CY12

tax

credits.

3.

Guidance

is

as

of

November

5,

2013

and

not

reaffirmed

hereby

Incremental revenue model targets 60% gross margin(1) contribution

REVENUE

GROSS MARGIN

(1)

OPERATING MARGIN

(1)

EPS

(1)

30

Margin Expansion Through Growth, Mix Shift and Acquisition(1)

70%+ GM

< 70% GM

Incremental revenue model targets 60% blended  gross margin contribution

(1) Non-GAAP.

Mindspeed

information

excludes

wireless

and

communications

processors

businesses

and

non

recurring

sales

of

intellectual

property.

31

MACOM Growth vs. Industry and Peers FY2012 -

FY2013

High Performance RF and uW

Semiconductor Industry

High Performance Analog

Handset Suppliers

Source:  Public filings and consensus estimates for FY13

32

Strong Balance Sheet, Cash Flow and Return on Capital

$110

million

in

cash,

zero

debt

and

untapped

$300

million

credit

line

as

of

September

27,

2013 

Cash Balance

(1)

Free Cash Flow

(2)

(% of Rev.)

Return on Capital Employed

(2)

($ in millions)

1.

Balances shown are as of the end of the periods presented,

2.

Free Cash Flow and Return on Capital Employed are non-GAAP measures and are defined in the Appendix.

33

Capitalization

MACOM

(1)

Mindspeed

(1)

Post Close

Model

(2)

Cash and cash equivalents

$110.4

$35.0

$30.0

Outstanding debt

-

57.6

214.1

Net outstanding debt

NA

$22.6

$184.1

Leverage ratio (2)

2.1x

Net leverage ratio (2)

1.8x

Model with $214 Million in borrowings against $300 Million Revolver

1)

MACOM and Mindspeed amounts as of September 27, 2013. 

2)

Leverage ratios are non-GAAP measures and defined in the Appendix

($ in millions)

34

Summary

Continued

revenue growth

through

market share gains

and strength of

catalog business

Accelerating growth

through

targeted acquisitions and

investments in high growth,

defensible markets

Margin expansion

through

acquisition,

high margin new

products

and richer product mix

Increasing profitability

supported

by strong balance sheet

APPENDIX

36

Unless

otherwise

disclosed,

non-GAAP

financial

information

excludes

amortization

of

intangibles,

share-based

and

other

non-cash

compensation

expense,

restructuring

charges,

certain

litigation

costs,

changes

in

the

carrying

values

of

liabilities

measured

at

fair

value,

contingent

consideration,

other

non-cash

expenses,

earn-out

costs,

exited

leased

facility

costs

and

certain

income

tax

and

other

items.

Management

does

not

believe

that

the

excluded

items

are

reflective

of

underlying

performance.

The

exclusion

of

these

and

other

similar

items

from

the

non-GAAP

presentation

should

not

be

interpreted

as

implying

that

these

items

are

non-recurring,

infrequent

or

unusual.

“Free

Cash

Flow”

(FCF),

a

non-GAAP

financial

measure,

is

cash

flow

from

operations

reduced

by

purchases

of

property

and

equipment.

We

use

free

cash

flow,

and

ratios

based

on

it,

to

conduct

and

evaluate

our

business

because,

although

it

is

similar

to

cash

flow

from

operations,

we

believe

it

typically

will

present

a

more

conservative

measure

of

cash

flows

from

operations

since

purchases

of

property

and

equipment,

are

a

necessary

component

of

ongoing

operations.

Free

cash

flow

has

limitations

due

to

the

fact

that

it

does

not

represent

the

residual

cash

flow

available

for

discretionary

expenditures.

For

example,

free

cash

flow

does

not

incorporate

the

portion

of

payments

representing

principal

reductions

of

debt,

obligations

related

to

capital

leases

and

leases

accounted

for

as

financing

arrangements,

or

cash

payments

for

business

acquisitions.

Therefore,

we

believe

it

is

important

to

view

free

cash

flow

as

a

complement

to

our

entire

consolidated

statements

of

cash

flows.

“Return

on

Capital

Employed”

(ROCE),

also

a

non-GAAP

financial

measure,

is

non-GAAP

operating

income

after

tax

divided

by

the

sum

of

i)

total

assets

(excluding

cash

and

cash

equivalents)

minus

ii)

current

liabilities.

We

use

the

ROCE

financial

performance

ratio

in

order

to

assess

our

income

generation

from

the

point

of

view

of

our

shareholders

and

creditors,

who

provide

us

with

capital

in

the

forms

of

equity

and

debt.

We

believe

that

the

presentation

of

ROCE

and

the

various

supplemental

financial

measures

involved

in

its

calculation

provides

useful

information

to

investors

because

ROCE

can

be

used

to

determine

whether

capital

invested

in

the

Company

yields

competitive

returns.

As

with

free

cash

flow,

return

on

capital

employed

is

used

in

addition

to

and

in

conjunction

with

results

presented

in

accordance

with

GAAP

and

should

not

be

relied

upon

to

the

exclusion

of

GAAP

financial

measures.

Debt

“Leverage

Ratio”,

also

a

non-GAAP

financial

measure,

is

presented

as

outstanding

debt

divided

by

adjusted

earnings

before

interest,

taxes,

depreciation

and

amortization,

all

on

a

non-GAAP

basis

(EBITDA).

When

outstanding

debt

is

reduced

by

available

cash

and

cash

equivalents

in

the

calculation,

this

is

referred

to

as

“Net

Leverage

Ratio”. 

Non-GAAP Financial Measures

37

($ in thousands)

2010

2011

2012

Fiscal Years

December 28, 2012

March 29, 2013

Three Months Ended

Note:

MTSI’s

fiscal

year

end

is

the

Friday

closest

to

September

30

.

Reconciliation of GAAP to Non-GAAP Results

th

38

Reconciliation of GAAP to Non-GAAP Results Continued

Free-Cash Flow (FCF)

($ in thousands)

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Q4 FY13

Revenue

$77,125

$74,563

$75,014

$77,824

$82,225

$83,655

Net cash from operating activities

-

GAAP

8,121

9,075

9,042

12,995

13,447

1,317

Contingent consideration payment

-

-

5,328

-

-

-

Litigation settlement

-

-

-

-

-

7,250

Purchases of property and equipment

(3,846)

(2,168)

(1,580)

(3,117)

(1,969)

(5,103)

Free Cash Flow -

non-GAAP

$4,275

$6,907

$12,790

$9,878

$11,478

$3,464

FCF as % of Revenue using GAAP measures

5.5%

9.3%

9.9%

12.7%

14.0%

-4.5%

FCF as % of Revenue using non-GAAP measures

5.5%

9.3%

17.1%

12.7%

14.0%

4.1%