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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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14-1896129
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5966 La Place Court, Suite 100
Carlsbad, California
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92008
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of the exchange on which registered
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Class A Common Stock, $0.0001 par value
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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ITEM 1.
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BUSINESS
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Service Provider/Operator:
Competing cable, satellite, and other broadband service providers differentiate their services by providing consumers with bundled video, voice, and broadband data access, referred to as triple-play services. These services include advanced features such as; channel guide information, video-on-demand, multi-channel digital video recording, or DVR, and picture-in-picture viewing. Many set-top boxes, including those used for triple-play services, now enable consumers to simultaneously access, and manage multimedia content from multiple locations in the same house. These advanced features require either a home gateway or a set-top box to simultaneously receive, demodulate, and decode multiple signals spread across several channels of frequency bandwidth. Traditional architectures would require that each simultaneously accessed signal require a dedicated RF receiver. In these emerging home gateway or media servers, where content may be delivered using internet protocol or IP, there may be “thin or remote clients” that may not have traditional TV tuners, but necessarily include a broadband RF receiver such as MoCA or WiFi. This greatly increases the number of RF receivers required to be deployed in each set-top box. In addition, in order to deliver increasing data bandwidth to
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Infrastructure and Non-Operator Terrestrial:
Growth in data traffic generated from smartphones and tablets, over-the-top, or OTT, streaming video, cloud computing and data analytics in hyper-scale data centers is creating demand for higher speed interconnect products addressing enterprise and telecommunications infrastructure market applications. These solutions provide the interconnect function between the top-of-rack to the core-router within a datacenter, and the metro and long haul connections within a service provider network. Datacenter links are consistently increasing in performance/speed and are currently changing from 1Gbps to 10Gbps on the servers and from 10/40Gbps to 100Gbps on the routers and switches, and we believe that over the next several years they will likely migrate to 400Gbps. In the markets for non-operator terrestrial solutions, consumers are utilizing a broad array of consumer electronic devices beyond the television, such as personal computers, netbooks, tablets, and mobile phones to access broadcast television and other multimedia content. Specifically, with the increased popularity of accessing multimedia content over-the-top, or OTT, via broadband-enabled streaming services, consumers are increasingly augmenting these OTT multimedia content services with local free-to-air broadcast programming. Consumers can access these terrestrial broadcasts through set-top boxes containing terrestrial RF receiver solutions.
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Design Challenges of Receiving Multiple RF Signals.
System designers and service providers across various markets seek to enhance consumer appeal through the addition of new features in their products. Incorporating more than one channel of RF reception in an electronic device enables many of these features and advanced applications that are rapidly becoming a part of the standard offering from device makers and service providers. For example, in the cable set-top box market, it is necessary to support the simultaneous reception of multiple channels for voice, video and data applications in many system designs. In order to meet such requirements, OEMs must employ either multiple narrow or wideband RF receivers or Full Spectrum Capture (FSC
TM
) receiver SoCs in their system design. Each additional RF receiver poses new challenges to the system designer, such as increased design complexity, overall cost, circuit board space, power consumption and heat dissipation. In addition, a high level of integration in multiple-receiver designs is necessary to combat the reliability and signal interference issues arising from the close proximity of sensitive RF elements.
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Signal Clarity Performance Requirements.
Television reception requires a robust and clear signal to provide an adequate user experience. One of the core attributes of system performance is signal clarity, often measured by the signal-to-noise ratio parameter, which measures the strength of the desired signal relative to the combined noise and undesired signal strength in the same channel. Television reception requires an RF receiver that has a wide dynamic range and the ability to isolate the desired signal from the undesired signals, which include the noise
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Multiple Standards.
Worldwide, there are several regional standards for the transmission and reception of broadband analog and digital TV signals. Technical performance, feature requirements and the predominance of a particular means of TV transmission vary regionally. Further, each major geographic region has adopted its own TV standard for cable, terrestrial, and satellite transmissions, such as DVB-T/T2/C/C2/S/S2, ATSC, NTSC, ISDB-T, PAL, SECAM, DTMB, CMMB, etc. As a result of these multiple standards, there are region-specific RF receiver requirements and implementations, which make global standards compliance extremely challenging. Many system designers prefer a multiple standards and protocol compliant solution that was previously not possible. Providers of RF receivers face the design challenge of providing this flexibility to the system designer without any increase in power consumption, or any loss of performance quality or competitiveness.
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Power Consumption.
Power consumption is an important consideration for consumers and a critical design specification for system designers. For example, in battery-operated devices such as netbooks and notebooks, and voice-enabled cable modems, long battery life is a differentiating device attribute. In addition, government sponsored programs, such as Energy Star in the U.S., induce consumers to purchase more energy efficient products. For example, in September 2009, the U.S. Environmental Protection Agency announced that Energy Star compliant televisions would be required to be 40% more energy efficient than their noncompliant counterparts. The addition of one or more RF receivers to a system in order to enable digital TV functionality significantly increases the overall power consumption imposing severe platform level design constraints on multiple channel receiver systems. In fact, in some multiple receiver system designs, a majority of the system’s overall power consumption is attributable to the RF receiver and related components. Providers of RF receivers and RF receiver SoCs are confronted with the design challenge of lowering power consumption while maintaining or improving device performance.
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Size.
The size of electronic components, such as RF receivers, is a key consideration for system designers and service providers. Given the proliferation of the number of RF receivers in broadband service provider video and data gateways market, size can be a determining factor for whether or not a particular component, such as an RF receiver is designed into the product. In the television market, as system designers create thinner flat-screen displays, the size of RF receivers is becoming a significant consideration, especially when multiple RF receivers are incorporated in a single system.
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Optical Fiber Channel Impairments
. The optical properties of the fiber material results in impairments to the optical signal that is being propagated across the fiber. These impairments include loss of light intensity, modal, chromatic and polarization dispersion as the light propagates through the fiber. These impairments result in degradation of signal integrity which contributes to effective reduction in data throughput.
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Optical Device Technology
. The state-of-art in optical device technology today lags the speeds contemplated for data traffic within cloud data centers and transport links between telecom data centers. So, there are severe physical limits to the conversion of electrical signals to optical signals and vice versa at extremely high speeds. These limitations arise from bandwidth, nonlinearities, and noise properties in lasers, modulators, and photo detectors.
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Form Factor.
The form factor of the face plates in server, storage, switch, and networking racks in data centers limits the capacity to dissipate heat generated by electrical and optical devices inside the transceivers to which optical fibers are connected. As data rates increase dramatically, the physical form of the face plates and connectors does not scale to cope with accompanying increase in power density.
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Proprietary Radio Architecture.
Digital signal processing is at the core of our RF receivers and RF receiver SoCs. Using our proprietary CMOS-based radio architecture, we leverage both analog and digital signal processing to improve system performance across multiple products. The partitioning of the signal processing in the chip between analog and digital domains is designed to deliver high performance, small die size and low power for a given application. Moreover, our architecture is implemented in standard CMOS process technology, which enables us to realize the integration benefits of analog and digital circuits on the same integrated circuit. This allows us to predictably scale the on-chip digital circuits in successive advanced CMOS process technology nodes. Our solutions have been designed into products in markets with extremely stringent specifications for quality, performance and reliability, such as the television and automotive markets. We believe that our success in these markets demonstrates that our solution can be implemented successfully across multiple markets and applications.
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High Signal Clarity Performance.
We design our RF receivers and RF receiver SoCs to provide high signal clarity performance regardless of the application in which they are employed. For example, in the set-top box market, we deploy our core RF and mixed-signal CMOS process technology platform and radio system architecture to overcome the interference from in-home networks that can degrade cable broadband signals. We believe that signal clarity is more critical in television compared to other communications applications such as voice and data, because signal loss and interference have a more adverse impact on the end user experience.
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Highly Integrated.
Our products integrate on a single chip the functionality associated with traditional analog and digital integrated circuits and other expensive discrete components. This high level of integration has the cost benefits associated with smaller silicon die area, fewer external components and lower power. Our CMOS-based RF receiver SoC eliminates analog interface circuit blocks and external components situated at the interface between discrete analog and digital demodulator chips and reduces the cost associated with multiple integrated circuit packages and related test costs. We are also able to integrate multiple RF receivers along with a demodulator onto a single die to create application-specific configurations for our customers. Thus, our highly integrated solution reduces the technical difficulties associated with overcoming the undesired interactions between multiple discrete analog and digital integrated circuits comprising a single system. Our solutions reduce the technical burden on system designers in deploying enhanced television functionality in their products.
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Low Power.
Our products enable our customers to reduce power consumption in consumer electronic devices without compromising the stringent performance requirements of applications such as broadcast television. In addition, our products enable our customers to decrease overall system costs by reducing the power consumption and heat dissipation requirements in their systems. For example, in cable boxes supporting voice applications, low power consumption may enable a reduction in the number of batteries or battery capacity required to support standby and lifeline telephony. In certain set-top boxes, reduced overall power consumption may allow system designers to eliminate one or more cooling fans required to dissipate the heat generated by high power c
on
sumption. The benefits of low power consumption increase with the number of RF receivers included in a system.
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Scalable Platform.
Our product families share a highly modular, core radio system architecture, which enables us to offer RF receiver and RF receiver SoC solutions that meet the requirements of a wide variety of geographies, broadcast standards and applications. This is in contrast to legacy solutions that require significant customization to conform to regional standards, technical performance and feature requirements. Moreover, by leveraging our flexible core architecture platform, our integrated circuit solutions can be deployed across multiple device
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Space Efficient Solution
. Our highly integrated CMOS-based RF receivers and RF receiver SoCs have an extremely small silicon die size, require minimal external components and consume very little power. Our unique radio architecture, more specifically our Full-Spectrum Capture™ technology, not only enables us to integrate multiple RF receivers in a chip, but also results in a reduction in the incremental power and die area required per each additional channel of reception. This enables our customers to design multi-receiver applications, such as cable modems and set-top boxes, in an extremely small form factor. In addition, our products are easily adapted to space-constrained devices such as flat screen televisions, netbooks, and laptops.
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Extend Technology Leadership in RF Receivers and RF Receiver + Demodulator SoCs.
We believe that our success has been, and will continue to be, largely attributable to our RF and mixed-signal design capability, as well as advanced digital design, which we leverage to develop high-performance, low-cost semiconductor solutions for broadband communications applications. The broadband RF receiver market presents significant opportunities for innovation through the further integration of RF and mixed-signal functionality with digital signal processing capability in CMOS process technology. By doing so, we will be able to deliver products with lower power consumption, superior performance and increased cost benefits to system designers and service providers. We believe that our core competencies and design expertise in this market will enable us to acquire more customers and design wins over time. We will continue to invest in this capability and strive to be an innovation leader in this market.
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Leverage and Expand our Existing Customer Base.
We target customers who are leaders in their respective markets. We intend to continue to focus on sales to customers who are leaders in our current target markets, and to build on our relationships with these leading customers to define and enhance our product roadmap. By solving the specific problems faced by our customers, we can minimize the risks associated with our customers’ adoption of our new integrated circuit products, and reduce the length of time from the start of product design to customer revenue. Further, our engagements with market leaders will enable us to participate in emerging technology trends and new industry standards.
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Target Additional High-Growth Markets.
Our core competency is in RF analog and mixed-signal integrated circuit design in CMOS process technology for broadband communications applications. Several of the technological challenges involved in developing RF solutions for video broadcasting and broadband reception are common to a majority of broadband communication markets. We intend to leverage our core competency in developing highly integrated RF receiver and RF receiver SoCs in standard CMOS process technology to address additional markets within broadband communications, communications infrastructure, and connectivity markets that we believe offer profitable high growth potential.
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Expand Global Presence.
Due to the global nature of our supply chain and customer locations, we intend to continue to expand our sales, design and technical support organization both in the United States and overseas. In particular, we expect to increase the number of employees in Asia, Europe and the United States to provide regional support to our increasing base of customers. We believe that our customers will increasingly expect this kind of local capability and support.
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Attract and Retain Top Talent.
We are committed to recruiting and retaining highly talented personnel with proven expertise in the design, development, marketing and sales of communications integrated circuits. We believe that we have assembled a high-quality team in all the areas of expertise required at a semiconductor communications company. We provide an attractive work environment for all of our employees. We believe that our ability to attract the best engineers is a critical component of our future growth and success in our chosen markets.
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RF Receivers.
These semiconductor products combine RF receiver technology that traditionally required multiple external discrete components, such as very high frequency, or VHF, and ultra-high frequency, or UHF, tracking filters, surface acoustic wave, or SAW, filters, intermediate-frequency, or IF, amplifiers, low noise amplifiers and transformers. All of these external components have been either eliminated or integrated into a single semiconductor produced entirely in standard CMOS process technology.
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RF Receiver SoCs.
These semiconductor products combine the functionality of RF receivers, and demodulators in a single chip. In some configurations, these products may incorporate multiple RF receivers and single or multiple demodulators in a single chip to provide application or market specific solutions to customers.
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Laser Modulator Drivers.
These semiconductor products reside in optical modules and provide a constant current source that delivers exactly the current to the laser diode that it needs to operate for a particular application
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Transimpedance Amplifiers.
These semiconductor products reside in optical modules and provide current-to-voltage conversion, converting the low-level current of a sensor to a voltage.
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Clock and Data Recovery Circuits.
These semiconductor products generate a clock from an approximate frequency reference, and then phase-aligns to the transitions in the data stream with a phase-locked loop, or PLL.
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product performance;
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features and functionality;
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energy efficiency;
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size;
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ease of system design;
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customer support;
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product roadmap;
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reputation;
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reliability; and
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price.
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ITEM 1A.
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RISK FACTORS
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substantially all of our sales to date have been made on a purchase order basis, which permits our customers to cancel, change or delay product purchase commitments with little or no notice to us and without penalty;
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some of our customers have sought or are seeking relationships with current or potential competitors which may affect their purchasing decisions; and
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service provider and OEM consolidation across cable, satellite, and fiber markets could result in significant changes to our customers’ technology development and deployment priorities and roadmaps, which could affect our ability to forecast demand accurately and could lead to increased volatility in our business.
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cease the manufacture, use or sale of the infringing products, processes or technology;
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pay substantial damages for infringement;
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expend significant resources to develop non-infringing products, processes or technology;
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license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;
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cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or
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pay substantial damages to our customers or end users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology.
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any of our present or future patents or patent claims will not lapse or be invalidated, circumvented, challenged or abandoned;
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our intellectual property rights will provide competitive advantages to us;
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our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties;
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any of our pending or future patent applications will be issued or have the coverage originally sought;
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our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak;
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any of the trademarks, copyrights, trade secrets or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged or abandoned; or
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we will not lose the ability to assert our intellectual property rights against or to license our technology to others and collect royalties or other payments.
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failure by us, our customers, or their end customers to qualify a selected supplier;
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capacity shortages during periods of high demand;
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reduced control over delivery schedules and quality;
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shortages of materials;
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misappropriation of our intellectual property;
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limited warranties on wafers or products supplied to us; and
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potential increases in prices.
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recruit, hire, train and manage additional qualified engineers for our research and development activities, especially in the positions of design engineering, product and test engineering and applications engineering;
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add sales personnel and expand customer engineering support offices;
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implement and improve our administrative, financial and operational systems, procedures and controls; and
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enhance our information technology support for enterprise resource planning and design engineering by adapting and expanding our systems and tool capabilities, and properly training new hires as to their use.
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changes in end-user demand for the products manufactured and sold by our customers;
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the receipt, reduction or cancellation of significant orders by customers;
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fluctuations in the levels of component inventories held by our customers;
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the gain or loss of significant customers;
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market acceptance of our products and our customers’ products;
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our ability to develop, introduce and market new products and technologies on a timely basis;
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the timing and extent of product development costs;
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new product announcements and introductions by us or our competitors;
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incurrence of research and development and related new product expenditures;
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seasonality or cyclical fluctuations in our markets;
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currency fluctuations;
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fluctuations in IC manufacturing yields;
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significant warranty claims, including those not covered by our suppliers;
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changes in our product mix or customer mix;
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intellectual property disputes;
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loss of key personnel or the shortage of available skilled workers;
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impairment of long-lived assets, including masks and production equipment; and
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the effects of competitive pricing pressures, including decreases in average selling prices of our products.
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changes in political, regulatory, legal or economic conditions;
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restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export duties and quotas and customs duties and tariffs;
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disruptions of capital and trading markets;
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changes in import or export licensing requirements;
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transportation delays;
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civil disturbances or political instability;
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geopolitical turmoil, including terrorism, war or political or military coups;
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public health emergencies;
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differing employment practices and labor standards;
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limitations on our ability under local laws to protect our intellectual property;
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local business and cultural factors that differ from our customary standards and practices;
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nationalization and expropriation;
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changes in tax laws;
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currency fluctuations relating to our international operating activities; and
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difficulty in obtaining distribution and support.
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issuances of equity securities dilutive to our existing stockholders;
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substantial cash payments;
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the incurrence of substantial debt and assumption of unknown liabilities;
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large one-time write-offs;
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amortization expenses related to intangible assets;
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a limitation on our ability to use our net operating loss carryforwards;
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the diversion of management’s time and attention from operating our business to acquisition integration challenges;
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stockholder or other litigation relating to the transaction;
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adverse tax consequences; and
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the potential loss of key employees, customers and suppliers of the acquired business.
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failure to successfully further develop the acquired products or technology;
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conforming the acquired company’s standards, policies, processes, procedures and controls with our operations;
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coordinating new product and process development, especially with respect to highly complex technologies;
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loss of key employees or customers of the acquired company;
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hiring additional management and other critical personnel;
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in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;
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increasing the scope, geographic diversity and complexity of our operations;
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consolidation of facilities, integration of the acquired company’s accounting, human resource and other administrative functions and coordination of product, engineering and sales and marketing functions;
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the geographic distance between the companies;
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liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and
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litigation or other claims in connection with the acquired company, including claims for terminated employees, customers, former stockholders or other third parties.
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allows the holders of our Class B common stock to have the sole right to elect two management directors to the Board of Directors;
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with respect to change of control matters, allows the holders of our Class B common stock to have ten votes per share compared to the holders of our Class A common stock who will have one vote per share on these matters; and
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with respect to the adoption of or amendments to our equity incentive plans, allows the holders of our Class B common stock to have ten votes per share compared to the holders of our Class A common stock who will have one vote per share on these matters, subject to certain limitations.
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authorize our Board of Directors to issue, without further action by the stockholders, up to 25,000,000 shares of undesignated preferred stock;
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require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
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specify that special meetings of our stockholders can be called only by our Board of Directors, our Chairman of the Board of Directors, our President or by unanimous written consent of our directors appointed by the holders of Class B common stock;
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establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our Board of Directors;
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establish that our Board of Directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms and with one Class B director being elected to each of Classes II and III;
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provide for a dual class common stock structure, which provides our founders, current investors, executives and employees with significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our Company or its assets;
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provide that our directors may be removed only for cause;
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provide that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum, other than any vacancy in the two directorships reserved for the designees of the holders of Class B common stock, which may be filled only by the affirmative vote of the holders of a majority of the outstanding Class B common stock or by the remaining director elected by the Class B common stock (with the consent of founders holding a majority in interest of the Class B common stock over which the founders then exercise voting control);
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specify that no stockholder is permitted to cumulate votes at any election of directors; and
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require supermajority votes of the holders of our common stock to amend specified provisions of our charter documents.
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actual or anticipated fluctuations in our financial condition and operating results;
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overall conditions in the semiconductor market;
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addition or loss of significant customers;
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changes in laws or regulations applicable to our products;
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actual or anticipated changes in our growth rate relative to our competitors;
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announcements of technological innovations by us or our competitors;
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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
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additions or departures of key personnel;
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competition from existing products or new products that may emerge;
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issuance of new or updated research or reports by securities analysts;
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fluctuations in the valuation of companies perceived by investors to be comparable to us;
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disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain intellectual property protection for our technologies;
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the recently completed acquisition of Entropic may not be accretive and may cause dilution to our earnings per shares;
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announcement or expectation of additional financing efforts;
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sales of our Class A or Class B common stock by us or our stockholders;
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share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and
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general economic and market conditions.
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projections of future revenues in the legacy Entropic businesses;
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the anticipated financial performance of legacy Entropic products and products currently in development;
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anticipated cost savings and other synergies associated with the acquisition, including potential revenue synergies;
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the amount of goodwill and intangibles that will result from the acquisition;
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certain other purchase accounting adjustments that we have recorded in our financial statements in connection with the acquisition;
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acquisition costs, including restructuring charges and transactions costs payable to our financial, legal, and accounting advisors; and
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our ability to maintain, develop, and deepen relationships with customers of the legacy Entropic business.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Year Ended December 31, 2015
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High
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Low
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First Quarter (January 1, 2015 to March 31, 2015)
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$
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9.21
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$
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7.15
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Second Quarter (April 1, 2015 to June 30, 2015)
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$
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13.33
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$
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8.06
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Third Quarter (July 1, 2015 to September 30, 2015)
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$
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12.96
|
|
|
$
|
9.00
|
|
Fourth Quarter (October 1, 2015 to December 31, 2015)
|
$
|
17.75
|
|
|
$
|
11.76
|
|
|
Year Ended December 31, 2014
|
||||||
|
High
|
|
Low
|
||||
First Quarter (January 1, 2014 to March 31, 2014)
|
$
|
11.32
|
|
|
$
|
8.94
|
|
Second Quarter (April 1, 2014 to June 30, 2014)
|
$
|
10.33
|
|
|
$
|
7.74
|
|
Third Quarter (July 1, 2014 to September 30, 2014)
|
$
|
10.80
|
|
|
$
|
6.63
|
|
Fourth Quarter (October 1, 2014 to December 31, 2014)
|
$
|
8.09
|
|
|
$
|
6.25
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
300,360
|
|
|
$
|
133,112
|
|
|
$
|
119,646
|
|
|
$
|
97,728
|
|
|
$
|
71,937
|
|
Cost of net revenue
|
144,937
|
|
|
51,154
|
|
|
46,683
|
|
|
37,082
|
|
|
26,690
|
|
|||||
Gross profit
|
155,423
|
|
|
81,958
|
|
|
72,963
|
|
|
60,646
|
|
|
45,247
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
85,405
|
|
|
56,625
|
|
|
53,132
|
|
|
46,458
|
|
|
40,157
|
|
|||||
Selling, general and administrative
|
77,981
|
|
|
34,191
|
|
|
32,181
|
|
|
27,254
|
|
|
20,216
|
|
|||||
Impairment loss
|
21,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring expense
|
14,086
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
199,072
|
|
|
90,816
|
|
|
85,313
|
|
|
73,712
|
|
|
60,373
|
|
|||||
Loss from operations
|
(43,649
|
)
|
|
(8,858
|
)
|
|
(12,350
|
)
|
|
(13,066
|
)
|
|
(15,126
|
)
|
|||||
Interest income
|
275
|
|
|
236
|
|
|
222
|
|
|
282
|
|
|
292
|
|
|||||
Other income (expense), net
|
468
|
|
|
(123
|
)
|
|
(203
|
)
|
|
(127
|
)
|
|
(197
|
)
|
|||||
Loss before income taxes
|
(42,906
|
)
|
|
(8,745
|
)
|
|
(12,331
|
)
|
|
(12,911
|
)
|
|
(15,031
|
)
|
|||||
Provision (benefit) for income taxes
|
(575
|
)
|
|
(1,704
|
)
|
|
402
|
|
|
341
|
|
|
6,993
|
|
|||||
Net loss
|
(42,331
|
)
|
|
(7,041
|
)
|
|
(12,733
|
)
|
|
(13,252
|
)
|
|
(22,024
|
)
|
|||||
Net loss attributable to common stockholders:
|
$
|
(42,331
|
)
|
|
$
|
(7,041
|
)
|
|
$
|
(12,733
|
)
|
|
$
|
(13,252
|
)
|
|
$
|
(22,024
|
)
|
Net loss per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.79
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.68
|
)
|
Diluted
|
$
|
(0.79
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.68
|
)
|
Shares used to compute net loss per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
53,378
|
|
|
36,472
|
|
|
34,012
|
|
|
33,198
|
|
|
32,573
|
|
|||||
Diluted
|
53,378
|
|
|
36,472
|
|
|
34,012
|
|
|
33,198
|
|
|
32,573
|
|
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and short- and long-term investments, available-for-sale
|
$
|
130,498
|
|
|
$
|
79,351
|
|
|
$
|
86,354
|
|
|
$
|
77,256
|
|
|
$
|
85,736
|
|
Working capital
|
134,170
|
|
|
67,668
|
|
|
56,558
|
|
|
68,450
|
|
|
76,585
|
|
|||||
Total assets
|
334,505
|
|
|
135,711
|
|
|
124,929
|
|
|
110,597
|
|
|
112,376
|
|
|||||
Capital lease obligations, net of current portion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Total stockholders’ equity
|
262,924
|
|
|
99,102
|
|
|
86,674
|
|
|
80,233
|
|
|
93,025
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Net revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of net revenue
|
48
|
|
|
38
|
|
|
39
|
|
Gross profit
|
52
|
|
|
62
|
|
|
61
|
|
Operating expenses:
|
|
|
|
|
|
|||
Research and development
|
28
|
|
|
42
|
|
|
44
|
|
Selling, general and administrative
|
26
|
|
|
26
|
|
|
27
|
|
IPR&D impairment losses
|
7
|
|
|
—
|
|
|
—
|
|
Restructuring charges
|
5
|
|
|
—
|
|
|
—
|
|
Total operating expenses
|
66
|
|
|
68
|
|
|
71
|
|
Loss from operations
|
(14
|
)
|
|
(6
|
)
|
|
(10
|
)
|
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
Loss before income taxes
|
(14
|
)
|
|
(6
|
)
|
|
(10
|
)
|
Provision (benefit) for income taxes
|
—
|
|
|
(1
|
)
|
|
—
|
|
Net loss
|
(14
|
)%
|
|
(5
|
)%
|
|
(10
|
)%
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
Operator
|
$
|
225,265
|
|
|
$
|
101,393
|
|
|
$
|
91,904
|
|
|
122
|
%
|
|
10
|
%
|
% of net revenue
|
75
|
%
|
|
76
|
%
|
|
77
|
%
|
|
|
|
|
|||||
Infrastructure and other
|
29,585
|
|
|
31,719
|
|
|
27,742
|
|
|
(7
|
)%
|
|
14
|
%
|
|||
% of net revenue
|
10
|
%
|
|
24
|
%
|
|
23
|
%
|
|
|
|
|
|||||
Legacy video SoC
|
45,510
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
% of net revenue
|
15
|
%
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Total net revenue
|
$
|
300,360
|
|
|
$
|
133,112
|
|
|
$
|
119,646
|
|
|
126
|
%
|
|
11
|
%
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
Cost of net revenue
|
$
|
144,937
|
|
|
$
|
51,154
|
|
|
$
|
46,683
|
|
|
183
|
%
|
|
10
|
%
|
% of net revenue
|
48
|
%
|
|
38
|
%
|
|
39
|
%
|
|
|
|
|
|||||
Gross profit
|
155,423
|
|
|
81,958
|
|
|
72,963
|
|
|
90
|
%
|
|
12
|
%
|
|||
% of net revenue
|
52
|
%
|
|
62
|
%
|
|
61
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
Research and development
|
$
|
85,405
|
|
|
$
|
56,625
|
|
|
$
|
53,132
|
|
|
51
|
%
|
|
7
|
%
|
% of net revenue
|
28
|
%
|
|
42
|
%
|
|
44
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
Selling, general and administrative
|
$
|
77,981
|
|
|
$
|
34,191
|
|
|
$
|
32,181
|
|
|
128
|
%
|
|
6
|
%
|
% of net revenue
|
26
|
%
|
|
26
|
%
|
|
27
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||||
IPR&D impairment losses
|
$
|
21,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
% of net revenue
|
7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||||
Restructuring charges
|
$
|
14,086
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
% of net revenue
|
5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
Interest income
|
$
|
275
|
|
|
$
|
236
|
|
|
$
|
222
|
|
|
17
|
%
|
|
6
|
%
|
Other income (expense), net
|
468
|
|
|
(123
|
)
|
|
(203
|
)
|
|
(480
|
)%
|
|
(39
|
)%
|
|
Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||||||
Provision (benefit) for income taxes
|
$
|
(575
|
)
|
|
$
|
(1,704
|
)
|
|
$
|
402
|
|
|
(66
|
)%
|
|
(524
|
)%
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Working capital
|
$
|
134,170
|
|
|
$
|
67,668
|
|
Cash and cash equivalents
|
$
|
67,956
|
|
|
$
|
20,696
|
|
Short-term investments
|
43,300
|
|
|
48,399
|
|
||
Long-term investments
|
19,242
|
|
|
10,256
|
|
||
Total cash and cash equivalents and investments
|
$
|
130,498
|
|
|
$
|
79,351
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
55,041
|
|
|
$
|
12,234
|
|
|
$
|
12,890
|
|
Net cash used in investing activities
|
(11,059
|
)
|
|
(17,466
|
)
|
|
(9,537
|
)
|
|||
Net cash provided by (used in) by financing activities
|
4,003
|
|
|
(506
|
)
|
|
1,270
|
|
|||
Effect of exchange rates on cash and cash equivalents
|
(725
|
)
|
|
(16
|
)
|
|
17
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
47,260
|
|
|
$
|
(5,754
|
)
|
|
$
|
4,640
|
|
|
Operating Leases
|
|
Other Obligations
|
|
Inventory Purchase Obligations
|
||||||
|
(dollars in thousands)
|
||||||||||
2016
|
$
|
8,178
|
|
|
$
|
10,282
|
|
|
$
|
13,625
|
|
2017
|
6,814
|
|
|
4,687
|
|
|
—
|
|
|||
2018
|
5,935
|
|
|
700
|
|
|
—
|
|
|||
2019
|
5,678
|
|
|
—
|
|
|
—
|
|
|||
2020
|
5,947
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
7,667
|
|
|
—
|
|
|
—
|
|
|||
Total minimum payments
|
$
|
40,219
|
|
|
$
|
15,669
|
|
|
$
|
13,625
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9B.
|
OTHER INFORMATION
|
|
|
Bonus Targets:
2016 Corporate Performance Period
|
|
Executive Officer
|
Annual Base Salary 2016
(1)
|
% of Base Salary
|
$ Target
|
Kishore Seendripu, Ph.D.
|
$465,000
(2)
|
100%
|
$465,000
|
Adam C. Spice
|
$330,000
(3)
|
65%
|
$214,500
|
Curtis Ling, Ph.D.
|
$275,000
(4)
|
50%
|
$137,500
|
Madhukar Reddy, Ph.D.
|
$285,000
(5)
|
50%
|
$142,500
|
Michael J. LaChance
|
$285,000
(6)
|
50%
|
$142,500
|
(1)
|
Effective January 1, 2016.
|
(2)
|
Represents an increase of approximately 16.3% in annual base salary.
|
(3)
|
Represents an increase of approximately 6.5% in annual base salary.
|
(4)
|
Represents an increase of approximately 5.8% in annual base salary.
|
(5)
|
Represents an increase of approximately 5.6% in annual base salary.
|
(6)
|
Represents an increase of approximately 9.6% in annual base salary.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Classification
|
|
Balance at beginning of year
|
|
Additions charged to expenses
|
|
(Deductions)
|
|
Balance at end of year
|
||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
$
|
57
|
|
|
$
|
179
|
|
|
$
|
—
|
|
|
$
|
236
|
|
2014
|
|
57
|
|
|
—
|
|
|
—
|
|
|
57
|
|
||||
2013
|
|
132
|
|
|
—
|
|
|
(75
|
)
|
|
57
|
|
||||
Inventory reserves
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
$
|
350
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
376
|
|
2014
|
|
533
|
|
|
39
|
|
|
(222
|
)
|
|
350
|
|
||||
2013
|
|
152
|
|
|
533
|
|
|
(152
|
)
|
|
533
|
|
||||
Valuation allowance for deferred tax assets
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
$
|
29,399
|
|
|
$
|
69,136
|
|
|
$
|
—
|
|
|
$
|
98,535
|
|
2014
|
|
28,628
|
|
|
3,106
|
|
|
(2,335
|
)
|
|
29,399
|
|
||||
2013
|
|
22,243
|
|
|
6,385
|
|
|
—
|
|
|
28,628
|
|
Exhibit Number
|
|
Exhibit Title
|
2.1
|
|
Agreement and Plan of Merger and Reorganization, dated as of February 3, 2015, by and among MaxLinear, Inc., a Delaware corporation, Entropic Communications, Inc., a Delaware corporation, Excalibur Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of MaxLinear, and Excalibur Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of MaxLinear (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on February 4, 2015 (File No. 001-34666)).
|
3.1
|
|
Registrant’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on March 29, 2010 (incorporated by reference to Exhibit 3.5 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
3.2
|
|
Registrant’s Amended and Restated Bylaws, as amended to date (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2015 (File No. 001-34666)).
|
+4.1
|
|
Specimen common stock certificate of Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
+10.1
|
|
Form of Director and Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
+10.2
|
|
Form of Director and Controlling Person Indemnification Agreement (incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
+10.3
|
|
2004 Stock Plan, as amended (incorporated by reference to Exhibit 10.3 of the Registrant’s Annual Report on Form 10-K filed on February 6, 2013 (File No. 001-34666)).
|
+10.4
|
|
Form of Stock Option Agreement under the 2004 Stock Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
+10.5
|
|
Amendment No. 1 to the form of Stock Option Agreement under the 2004 Stock Plan (incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
+10.6
|
|
2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K filed on May 23, 2014 (File No. 001-34666)).
|
+10.7
|
|
Form of Agreement under the 2010 Equity Incentive (incorporated by reference to Exhibit 10.10 of the Registrant’s Quarterly Report on Form 10-Q filed on July 28, 2011 (File No. 001-34666)).
|
+10.8
|
|
2010 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.8 of the Registrant’s Annual Report on Form 10-K filed on February 6, 2013 (File No. 001-34666)).
|
+10.9
|
|
Employment Offer Letter, dated December 20, 2010, between the Registrant and Adam C. Spice (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on December 28, 2010).
|
+10.10
|
|
Employment Offer Letter, dated June 24, 2011, between the Registrant and Brian Sprague (incorporated by reference to Exhibit 10.10 of the Registrant’s Quarterly Report on Form 10-Q filed on July 28, 2011 (File No. 001-34666)).
|
+10.11
|
|
Employment Offer Letter, dated September 12, 2011, by and between the Registrant and Justin Scarpulla (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 15, 2012 (File No. 001-34666)).
|
+*10.12
|
|
Form of Change in Control Agreement for Chief Executive Officer and Chief Financial Officer.
|
+*10.13
|
|
Form of Change in Control Agreement for Executive Officers.
|
10.14
|
|
Lease Agreement, dated May 18, 2009, between the Registrant and JCCE - Palomar, LLC (incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
†10.15
|
|
Sublease Agreement, dated May 9, 2009, between the Registrant and CVI Laser, LLC (incorporated by reference to Exhibit 10.15 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
†10.16
|
|
Intellectual Property License Agreement, dated June 18, 2009, between the Registrant and Intel Corporation, (incorporated by reference to Exhibit 10.16 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
†10.17
|
|
Employment Offer Letter, dated November 9, 2012, between the Registrant and Will Torgerson (incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K filed on February 6, 2013 (File No. 001-34666)).
|
†10.18
|
|
Distributor Agreement, dated June 5, 2009, between the Registrant and Moly Tech Limited (incorporated by reference to Exhibit 10.18 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
†10.19
|
|
Distributor Agreement, dated October 3, 2005, between the Registrant and Tomen Electronics Corporation (incorporated by reference to Exhibit 10.19 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
†10.20
|
|
Distributor Agreement, dated August 19, 2009, between the Registrant and Lestina International Ltd. (incorporated by reference to Exhibit 10.20 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)).
|
+*10.21
|
|
MaxLinear, Inc. Executive Bonus Plan, as amended.
|
10.22
|
|
Employment Offer Letter, dated April 22, 2011, between the Registrant and Michael LaChance (incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K filed on March 14, 2012 (File No. 001-34666)).
|
10.23
|
|
Stock Repurchase Agreement, dated August 21, 2012, by and among the Registrant, Mission Ventures III, L.P., Mission Ventures Affiliates III, L.P., and U.S. Venture Partners VIII, L.P. (incorporated by reference to Exhibit 10.23 of the Registrant’s Current Report on Form 8-K filed on August 22, 2012 (File No. 001-34666)).
|
+10.24
|
|
Stock Repurchase Agreement, dated October 31, 2012, by and among the Registrant, U.S. Venture Partners VIII, L.P, USVP VIII Affiliates Fund, L.P., USVP Entrepreneur Partners VIII-A, L.P. and USVP Entrepreneur Partners VIII-B, L.P. (incorporated by reference to Exhibit 10.24 of the Registrant’s Current Report on Form 8-K filed on October 31, 2012 (File No. 001-34666)).
|
10.25
|
|
Separation Agreement, dated March 15, 2012, by and between the Registrant and Patrick E. McCready (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on March 15, 2012 (File No. 001-34666)).
|
+10.26
|
|
Lease Agreement, dated December 17, 2013, between Registrant and The Campus Carlsbad, LLC (incorporated by reference to Exhibit 10.26 of the Registrant’s Annual Report on Form 10-K filed on February 7, 2014 (File No. 001-34666)).
|
+10.27
|
|
Separation Agreement and Release, dated December 15, 2014, by and between the Registrant and Brian J. Sprague (incorporated by reference to Exhibit 10.27 of the Registrant’s Current Report on Form 8-K filed on December 16, 2014 (File No. 001-34666)).
|
10.28
|
|
Form of MaxLinear Voting Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 4, 2015 (File No. 001-34666)).
|
10.29
|
|
Form of Entropic Voting Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 4, 2015 (File No. 001-34666)).
|
10.30
|
|
First Amendment to Lease, dated May 6, 2015, between Registrant, on the one hand, and Brookwood CB I, LLC and Brookwood CB II, LLC, as tenants in common and successors-in-interest to The Campus Carlsbad, LLC, on the other hand (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2015 (File No. 333-34666)).
|
+10.31
|
|
Entropic Communications, Inc. 2007 Equity Incentive Plan and Form of Option Agreement, Form of Option Grant Notice thereunder and Notice of Exercise (incorporated herein by reference to Entropic Communication, Inc.’s Annual Report on Form 10-K filed on March 3, 2008 (File No. 001-33844)).
|
+10.32
|
|
Entropic Communications, Inc. 2007 Non-Employee Directors’ Stock Option Plan and Form of Option Agreement, Forms of Grant Notice, and Notice of Exercise thereunder (incorporated herein by reference to Entropic Communications, Inc.’s Registration Statement on Form S-1 filed on July 27, 2007 (No. 333-144899)).
|
*10.33
|
|
Lease Agreement, dated November 11, 2015, between Registrant and The Northwestern Mutual Life Insurance Company.
|
*11.1
|
|
Statement re computation of income (loss) per share (included on pages
F-
14 through F-15 of this Form 10-K).
|
*21.1
|
|
Subsidiaries of the Registrant.
|
*23.1
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
*24.1
|
|
Power of Attorney (included on the signature page of this Form 10-K).
|
*31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
#*32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
#
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished pursuant to this item will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
+
|
Indicates a management contract or compensatory plan.
|
†
|
Confidential treatment has been requested and received for certain portions of these exhibits.
|
|
|
|
|
MAXLINEAR, INC.
|
||
|
|
|
||||
|
|
|
|
(Registrant)
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ KISHORE SEENDRIPU, PH.D
|
|
|
|
|
|
|
Kishore Seendripu, Ph.D
|
|
|
|
|
|
|
President and Chief Executive Officer
|
Date: February 17, 2016
|
|
|
|
|
|
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
/s/ KISHORE SEENDRIPU, PH.D
|
|
President and Chief Executive Officer
|
|
February 17, 2016
|
Kishore Seendripu, Ph.D
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ ADAM C. SPICE
|
|
Chief Financial Officer
|
|
February 17, 2016
|
Adam C. Spice
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ THOMAS E. PARDUN
|
|
Lead Director
|
|
February 17, 2016
|
Thomas E. Pardun
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN C. CRADDOCK
|
|
Director
|
|
February 17, 2016
|
Steven C. Craddock
|
|
|
|
|
|
|
|
|
|
/s/ CURTIS LING, PH.D
|
|
Director
|
|
February 17, 2016
|
Curtis Ling, Ph.D
|
|
|
|
|
|
|
|
|
|
/s/ ALBERT J. MOYER
|
|
Director
|
|
February 17, 2016
|
Albert J. Moyer
|
|
|
|
|
|
|
|
|
|
/s/ DONALD E. SCHROCK
|
|
Director
|
|
February 17, 2016
|
Donald E. Schrock
|
|
|
|
|
|
|
|
|
|
/s/ THEODORE TEWSBURY
|
|
Director
|
|
February 17, 2016
|
Theodore Tewksbury
|
|
|
|
|
|
December 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
67,956
|
|
|
$
|
20,696
|
|
Short-term investments, available-for-sale
|
43,300
|
|
|
48,399
|
|
||
Accounts receivable, net
|
42,399
|
|
|
18,523
|
|
||
Inventory
|
32,443
|
|
|
10,858
|
|
||
Prepaid expenses and other current assets
|
3,904
|
|
|
2,438
|
|
||
Total current assets
|
190,002
|
|
|
100,914
|
|
||
Property and equipment, net
|
21,858
|
|
|
12,441
|
|
||
Long-term investments, available-for-sale
|
19,242
|
|
|
10,256
|
|
||
Intangible assets, net
|
51,355
|
|
|
10,386
|
|
||
Goodwill
|
49,779
|
|
|
1,201
|
|
||
Other long-term assets
|
2,269
|
|
|
513
|
|
||
Total assets
|
$
|
334,505
|
|
|
$
|
135,711
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
6,389
|
|
|
$
|
7,509
|
|
Deferred revenue and deferred profit
|
4,066
|
|
|
3,612
|
|
||
Accrued price protection liability
|
20,026
|
|
|
10,018
|
|
||
Accrued expenses and other current liabilities
|
15,368
|
|
|
5,548
|
|
||
Accrued compensation
|
9,983
|
|
|
6,559
|
|
||
Total current liabilities
|
55,832
|
|
|
33,246
|
|
||
Deferred rent
|
11,427
|
|
|
2,177
|
|
||
Other long-term liabilities
|
4,322
|
|
|
1,186
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.0001 par value; 25,000 shares authorized, no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value; 550,000 shares authorized, no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Class A common stock, $0.0001 par value; 500,000 shares authorized, 55,737 and 30,927 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
5
|
|
|
3
|
|
||
Class B common stock, $0.0001 par value; 500,000 shares authorized, 6,665 and 6,984 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
384,961
|
|
|
177,912
|
|
||
Accumulated other comprehensive loss
|
(822
|
)
|
|
(25
|
)
|
||
Accumulated deficit
|
(121,221
|
)
|
|
(78,789
|
)
|
||
Total stockholders’ equity
|
262,924
|
|
|
99,102
|
|
||
Total liabilities and stockholders’ equity
|
$
|
334,505
|
|
|
$
|
135,711
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenue
|
|
$
|
300,360
|
|
|
$
|
133,112
|
|
|
$
|
119,646
|
|
Cost of net revenue
|
|
144,937
|
|
|
51,154
|
|
|
46,683
|
|
|||
Gross profit
|
|
155,423
|
|
|
81,958
|
|
|
72,963
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
85,405
|
|
|
56,625
|
|
|
53,132
|
|
|||
Selling, general and administrative
|
|
77,981
|
|
|
34,191
|
|
|
32,181
|
|
|||
IPR&D impairment losses
|
|
21,600
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charges
|
|
14,086
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
|
199,072
|
|
|
90,816
|
|
|
85,313
|
|
|||
Loss from operations
|
|
(43,649
|
)
|
|
(8,858
|
)
|
|
(12,350
|
)
|
|||
Interest income
|
|
275
|
|
|
236
|
|
|
222
|
|
|||
Other income (expense), net
|
|
468
|
|
|
(123
|
)
|
|
(203
|
)
|
|||
Loss before income taxes
|
|
(42,906
|
)
|
|
(8,745
|
)
|
|
(12,331
|
)
|
|||
Provision (benefit) for income taxes
|
|
(575
|
)
|
|
(1,704
|
)
|
|
402
|
|
|||
Net loss
|
|
$
|
(42,331
|
)
|
|
$
|
(7,041
|
)
|
|
$
|
(12,733
|
)
|
Net loss:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.79
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.37
|
)
|
Diluted
|
|
$
|
(0.79
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.37
|
)
|
Shares used to compute net loss per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
53,378
|
|
|
36,472
|
|
|
34,012
|
|
|||
Diluted
|
|
53,378
|
|
|
36,472
|
|
|
34,012
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss
|
$
|
(42,331
|
)
|
|
$
|
(7,041
|
)
|
|
$
|
(12,733
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investments, net of tax $0 in 2015 and 2014, $5 in 2013
|
(93
|
)
|
|
(60
|
)
|
|
8
|
|
|||
Less: Reclassification adjustments of unrealized gain, net of tax $0 in 2015, 2014 and 2013
|
21
|
|
|
—
|
|
|
—
|
|
|||
Unrealized gain (loss) on investments, net of tax
|
(72
|
)
|
|
(60
|
)
|
|
8
|
|
|||
Foreign currency translation adjustments, net of tax benefit of $184 in 2015, and $0 in 2014 and 2013
(1)
|
(725
|
)
|
|
(23
|
)
|
|
15
|
|
|||
Less: Reclassification adjustments of foreign currency translation adjustments, net of tax of $0 in 2015, 2014 and 2013
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustments, net of tax
|
(725
|
)
|
|
(23
|
)
|
|
15
|
|
|||
Other comprehensive income (loss)
|
(797
|
)
|
|
(83
|
)
|
|
23
|
|
|||
Total comprehensive loss
|
$
|
(43,128
|
)
|
|
$
|
(7,124
|
)
|
|
$
|
(12,710
|
)
|
(1)
|
Tax amount recognized in
Other Long-Term Liabilities
of the Consolidated Balance Sheets as part of long-term deferred tax liabilities.
|
|
|
Class A
Common Stock |
|
Class B
Common Stock |
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Accumulated
Deficit |
|
Total
Stockholders’ Equity |
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2012
|
|
23,181
|
|
|
$
|
2
|
|
|
9,673
|
|
|
$
|
1
|
|
|
$
|
139,210
|
|
|
$
|
35
|
|
|
$
|
(59,015
|
)
|
|
$
|
80,233
|
|
Conversion of Class B common stock to Class A common stock
|
|
1,377
|
|
|
—
|
|
|
(1,377)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock issued pursuant to equity awards, net
|
|
1,940
|
|
|
1
|
|
|
42
|
|
|
—
|
|
|
3,726
|
|
|
—
|
|
|
—
|
|
|
3,727
|
|
||||||
Employee stock purchase plan
|
|
504
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,438
|
|
|
—
|
|
|
—
|
|
|
2,438
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,986
|
|
|
—
|
|
|
—
|
|
|
12,986
|
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,733
|
)
|
|
(12,733
|
)
|
||||||
Balance at December 31, 2013
|
|
27,002
|
|
|
$
|
3
|
|
|
8,338
|
|
|
$
|
1
|
|
|
$
|
158,360
|
|
|
$
|
58
|
|
|
$
|
(71,748
|
)
|
|
$
|
86,674
|
|
Conversion of Class B common stock to Class A common stock
|
|
1,405
|
|
|
—
|
|
|
(1,405)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock issued pursuant to equity awards, net
|
|
2,043
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
1,486
|
|
|
—
|
|
|
—
|
|
|
1,486
|
|
||||||
Employee stock purchase plan
|
|
477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,058
|
|
|
—
|
|
|
—
|
|
|
3,058
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,008
|
|
|
—
|
|
|
—
|
|
|
15,008
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,041
|
)
|
|
(7,041
|
)
|
||||||
Balance at December 31, 2014
|
|
30,927
|
|
|
$
|
3
|
|
|
6,984
|
|
|
$
|
1
|
|
|
$
|
177,912
|
|
|
$
|
(25
|
)
|
|
$
|
(78,789
|
)
|
|
$
|
99,102
|
|
Shares Repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
|
(101
|
)
|
||||||
Conversion of Class B common stock to Class A common stock
|
|
500
|
|
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock issued pursuant to equity awards, net
|
|
3,420
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
6,603
|
|
|
—
|
|
|
—
|
|
|
6,603
|
|
||||||
Issuance of common stock for merger with Entropic Communications, Inc.
|
|
20,373
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
177,559
|
|
|
—
|
|
|
—
|
|
|
177,561
|
|
||||||
Employee stock purchase plan
|
|
517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,619
|
|
|
—
|
|
|
—
|
|
|
3,619
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,268
|
|
|
—
|
|
|
—
|
|
|
19,268
|
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(797
|
)
|
|
—
|
|
|
(797
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,331
|
)
|
|
(42,331
|
)
|
||||||
Balance at December 31, 2015
|
|
55,737
|
|
|
$
|
5
|
|
|
6,665
|
|
|
$
|
1
|
|
|
$
|
384,961
|
|
|
$
|
(822
|
)
|
|
$
|
(121,221
|
)
|
|
$
|
262,924
|
|
|
Years Ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
Operating Activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(42,331
|
)
|
|
$
|
(7,041
|
)
|
|
$
|
(12,733
|
)
|
Adjustments to reconcile net loss to cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization and depreciation
|
40,641
|
|
|
5,107
|
|
|
3,715
|
|
|||
Impairment of IPR&D assets
|
21,600
|
|
|
—
|
|
|
—
|
|
|||
Provision for losses on accounts receivable
|
178
|
|
|
—
|
|
|
—
|
|
|||
Provision for inventory reserves
|
155
|
|
|
—
|
|
|
—
|
|
|||
Amortization of investment premiums, net
|
554
|
|
|
724
|
|
|
974
|
|
|||
Amortization of inventory step-up
|
14,244
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
19,268
|
|
|
15,008
|
|
|
12,986
|
|
|||
Deferred income taxes
|
(1,906
|
)
|
|
(2,281
|
)
|
|
(166
|
)
|
|||
Loss (gain) on disposal of property and equipment
|
74
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of available-for-sale securities
|
(21
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Impairment of long-lived assets
|
153
|
|
|
29
|
|
|
1,231
|
|
|||
Impairment of lease
|
8,163
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
5,160
|
|
|
1,982
|
|
|
(5,500
|
)
|
|||
Inventory
|
(6,402
|
)
|
|
(757
|
)
|
|
(141
|
)
|
|||
Prepaid and other assets
|
4,495
|
|
|
(752
|
)
|
|
(308
|
)
|
|||
Accounts payable, accrued expenses and other current liabilities
|
(21,903
|
)
|
|
83
|
|
|
(627
|
)
|
|||
Accrued compensation
|
5,320
|
|
|
3,911
|
|
|
5,587
|
|
|||
Deferred revenue and deferred profit
|
454
|
|
|
961
|
|
|
362
|
|
|||
Accrued price protection liability
|
6,522
|
|
|
(4,999
|
)
|
|
7,137
|
|
|||
Other long-term liabilities
|
623
|
|
|
262
|
|
|
373
|
|
|||
Net cash provided by operating activities
|
55,041
|
|
|
12,234
|
|
|
12,890
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(2,996
|
)
|
|
(8,800
|
)
|
|
(3,162
|
)
|
|||
Purchases of intangible assets
|
(100
|
)
|
|
—
|
|
|
(955
|
)
|
|||
Cash used in acquisition, net of cash acquired
|
(3,615
|
)
|
|
(9,136
|
)
|
|
—
|
|
|||
Purchases of available-for-sale securities
|
(73,377
|
)
|
|
(56,702
|
)
|
|
(70,620
|
)
|
|||
Maturities of available-for-sale securities
|
69,029
|
|
|
57,172
|
|
|
65,200
|
|
|||
Net cash used in investing activities
|
(11,059
|
)
|
|
(17,466
|
)
|
|
(9,537
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Payments on capital leases
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Repurchases of common stock
|
(101
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
9,950
|
|
|
3,304
|
|
|
2,647
|
|
|||
Minimum tax withholding paid on behalf of employees for restricted stock units
|
(5,141
|
)
|
|
(3,810
|
)
|
|
(1,375
|
)
|
|||
Equity issuance costs
|
(705
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
4,003
|
|
|
(506
|
)
|
|
1,270
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(725
|
)
|
|
(16
|
)
|
|
17
|
|
|||
Increase in cash and cash equivalents
|
47,260
|
|
|
(5,754
|
)
|
|
4,640
|
|
|||
Cash and cash equivalents at beginning of period
|
20,696
|
|
|
26,450
|
|
|
21,810
|
|
|||
Cash and cash equivalents at end of period
|
$
|
67,956
|
|
|
$
|
20,696
|
|
|
$
|
26,450
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
—
|
|
|
—
|
|
|
1
|
|
|||
Cash paid for income taxes
|
$
|
41
|
|
|
$
|
187
|
|
|
$
|
186
|
|
Supplemental disclosures of non-cash activities:
|
|
|
|
|
|
||||||
Issuance of accrued share-based bonus plan
|
$
|
5,459
|
|
|
$
|
5,050
|
|
|
$
|
4,836
|
|
Accrued purchases of property and equipment
|
$
|
249
|
|
|
$
|
849
|
|
|
$
|
2
|
|
Lease incentive for leasehold improvements
|
$
|
4,255
|
|
|
$
|
2,008
|
|
|
$
|
—
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands, except per share amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(42,331
|
)
|
|
$
|
(7,041
|
)
|
|
$
|
(12,733
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding—basic
|
53,378
|
|
|
36,472
|
|
|
34,012
|
|
|||
Dilutive common stock equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares outstanding—diluted
|
53,378
|
|
|
36,472
|
|
|
34,012
|
|
|||
Net loss per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.79
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.37
|
)
|
Diluted
|
$
|
(0.79
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.37
|
)
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Consideration Paid
(in thousands)
|
||
Cash
|
$
|
111,125
|
|
Class A common stock issued
|
173,781
|
|
|
Equity awards assumed
|
4,485
|
|
|
Total purchase consideration
|
$
|
289,391
|
|
|
Fair Value
(in thousands)
|
||
Cash, cash equivalents and short-term investments
|
$
|
107,510
|
|
Accounts receivable
|
29,214
|
|
|
Inventory
|
29,582
|
|
|
Prepaid expenses
|
5,680
|
|
|
Property and equipment, net
|
18,914
|
|
|
Other long-term assets
|
2,419
|
|
|
Intangible assets
|
92,400
|
|
|
Accounts payable
|
(17,552
|
)
|
|
Accrued price protection liability
|
(3,486
|
)
|
|
Accrued expenses and other current liabilities
|
(10,968
|
)
|
|
Accrued compensation
|
(3,517
|
)
|
|
Deferred tax liability
|
(1,876
|
)
|
|
Other long-term liabilities
|
(7,507
|
)
|
|
Total identifiable net assets
|
240,813
|
|
|
Goodwill
|
48,578
|
|
|
Fair value of net assets acquired
|
$
|
289,391
|
|
|
Estimated Useful Life
(in years)
|
|
Fair Value
(in thousands)
|
||
Developed technology
|
7.0
|
|
$
|
43,600
|
|
In-process research and development
|
n/a
|
|
18,200
|
|
|
Trademarks and trade names
|
7.0
|
|
1,700
|
|
|
Customer relationships
|
5.0
|
|
4,700
|
|
|
Backlog
|
0.7
|
|
24,200
|
|
|
Total intangible assets
|
|
|
$
|
92,400
|
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Amortization and depreciation of intangible assets and property, plant
and equipment acquired
|
$
|
(24,969
|
)
|
|
$
|
21,672
|
|
Amortization of inventory step-up
|
(14,244
|
)
|
|
14,244
|
|
||
Acquisition and integration expenses
|
(13,622
|
)
|
|
—
|
|
||
Restructuring charges
|
(14,086
|
)
|
|
—
|
|
||
|
$
|
(66,921
|
)
|
|
$
|
35,916
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Consideration Paid
(in thousands)
|
||
Cash
|
$
|
9,250
|
|
Contingent consideration
|
265
|
|
|
Fair value of total consideration transferred
|
$
|
9,515
|
|
|
Fair Value
(in thousands)
|
||
Financial assets
|
$
|
114
|
|
Accounts receivable
|
447
|
|
|
Prepaid expenses
|
28
|
|
|
Inventory
|
69
|
|
|
Fixed assets
|
56
|
|
|
Identifiable intangible assets
|
10,000
|
|
|
Financial liabilities
|
(65
|
)
|
|
Net deferred tax liability
|
(2,335
|
)
|
|
Total identifiable net assets
|
8,314
|
|
|
Goodwill
|
1,201
|
|
|
|
$
|
9,515
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Year Ended December 31, 2015
|
||
|
(in thousands)
|
||
Employee separation expenses
|
$
|
5,533
|
|
Lease related impairment
(1)
|
8,163
|
|
|
Other
|
390
|
|
|
|
$
|
14,086
|
|
(1)
|
Includes
$1.2 million
in restructuring charges related to an Entropic lease that was restructured prior to the completion of the acquisition. The Company recorded an adjustment to the lease restructuring due to changes in market conditions.
|
|
Employee Separation Expenses
|
|
Lease Related Impairment
|
|
Other
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Liability as of December 31, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges
(1)
|
5,533
|
|
|
8,163
|
|
|
390
|
|
|
14,086
|
|
||||
Cash payments
|
(3,913
|
)
|
|
(1,082
|
)
|
|
(100
|
)
|
|
(5,095
|
)
|
||||
Non-cash charges
|
(1,545
|
)
|
|
(5,524
|
)
|
|
(289
|
)
|
|
(7,358
|
)
|
||||
Liability as of December 31, 2015
|
$
|
75
|
|
|
$
|
1,557
|
|
|
$
|
1
|
|
|
$
|
1,633
|
|
(1)
|
Includes
$1.2 million
in restructuring charges related to an Entropic lease that was restructured during to the completion of the acquisition. The Company recorded an adjustment to the lease restructuring due to changes in market conditions.
|
|
Goodwill
|
||
|
(in thousands)
|
||
Balance as of December 31, 2014
|
$
|
1,201
|
|
Acquisition of Entropic on April 30, 2015
|
48,578
|
|
|
Balance as of December 31, 2015
|
$
|
49,779
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Weighted
Average
Useful Life
(in Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||
Licensed technology
|
3
|
|
$
|
2,921
|
|
|
$
|
(2,725
|
)
|
|
$
|
196
|
|
|
$
|
2,821
|
|
|
$
|
(2,390
|
)
|
|
$
|
431
|
|
Developed technology
|
7
|
|
47,000
|
|
|
(4,652
|
)
|
|
42,348
|
|
|
2,700
|
|
|
(45
|
)
|
|
2,655
|
|
||||||
Trademarks and trade names
|
7
|
|
1,700
|
|
|
(162
|
)
|
|
1,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Customer relationships
|
5
|
|
4,700
|
|
|
(627
|
)
|
|
4,073
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Backlog
|
1
|
|
24,200
|
|
|
(24,200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
$
|
80,521
|
|
|
$
|
(32,366
|
)
|
|
$
|
48,155
|
|
|
$
|
5,521
|
|
|
$
|
(2,435
|
)
|
|
$
|
3,086
|
|
|
Gross Carrying Amount
|
||
|
(in thousands)
|
||
Balance as of December 31, 2014
|
$
|
3,086
|
|
Purchased finite-lived intangible assets from Entropic
|
74,200
|
|
|
Addition
|
100
|
|
|
Transfers to developed technology from IPR&D
|
700
|
|
|
Amortization
|
(29,931
|
)
|
|
Balance as of December 31, 2015
|
$
|
48,155
|
|
|
Gross Carrying Amount
|
||
|
(in thousands)
|
||
Balance as of December 31, 2014
|
$
|
7,300
|
|
Purchased Entropic indefinite-lived intangible asset
|
18,200
|
|
|
Transfers to developed technology from IPR&D
|
(700
|
)
|
|
IPR&D impairment losses
1
|
(21,600
|
)
|
|
Balance as of December 31, 2015
|
$
|
3,200
|
|
1
|
IPR&D impairment losses related to a
$3.8 million
abandonment of IPR&D and a
$17.8 million
loss upon an updated fair value analysis of an asset prior to transfer from IPR&D to developed technology.
|
|
December 31, 2015
|
||||||||||||||
Amortized
Cost |
|
Gross Unrealized
|
|
Fair
Value |
|||||||||||
Gains
|
|
Losses
|
|
||||||||||||
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
17,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,144
|
|
Government debt securities
|
17,303
|
|
|
—
|
|
|
(30
|
)
|
|
17,273
|
|
||||
Corporate debt securities
|
45,353
|
|
|
—
|
|
|
(84
|
)
|
|
45,269
|
|
||||
|
79,800
|
|
|
—
|
|
|
(114
|
)
|
|
79,686
|
|
||||
Less amounts included in cash and cash equivalents
|
(17,144
|
)
|
|
—
|
|
|
—
|
|
|
(17,144
|
)
|
||||
|
$
|
62,656
|
|
|
$
|
—
|
|
|
$
|
(114
|
)
|
|
$
|
62,542
|
|
|
Fair Value at December 31, 2015
|
||
|
(in thousands)
|
||
Liabilities
|
|
||
Contingent Consideration
|
$
|
395
|
|
Total
|
$
|
395
|
|
|
December 31, 2014
|
||||||||||||||
Amortized
Cost |
|
Gross Unrealized
|
|
Fair
Value |
|||||||||||
Gains
|
|
Losses
|
|
||||||||||||
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
1,858
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,858
|
|
Government debt securities
|
27,154
|
|
|
5
|
|
|
(8
|
)
|
|
27,151
|
|
||||
Corporate debt securities
|
31,543
|
|
|
3
|
|
|
(42
|
)
|
|
31,504
|
|
||||
|
60,555
|
|
|
8
|
|
|
(50
|
)
|
|
60,513
|
|
||||
Less amounts included in cash and cash equivalents
|
(1,858
|
)
|
|
—
|
|
|
—
|
|
|
(1,858
|
)
|
||||
|
$
|
58,697
|
|
|
$
|
8
|
|
|
$
|
(50
|
)
|
|
$
|
58,655
|
|
|
Fair Value at December 31, 2014
|
||
|
(in thousands)
|
||
Liabilities
|
|
||
Contingent Consideration
|
$
|
265
|
|
Total
|
$
|
265
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
|
|
Fair Value Measurements at December 31, 2015
|
||||||||||||
|
Balance at
December 31, 2015 |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
17,144
|
|
|
$
|
17,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government debt securities
|
17,273
|
|
|
—
|
|
|
17,273
|
|
|
—
|
|
||||
Corporate debt securities
|
45,269
|
|
|
—
|
|
|
45,269
|
|
|
—
|
|
||||
|
$
|
79,686
|
|
|
$
|
17,144
|
|
|
$
|
62,542
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
395
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
395
|
|
|
$
|
395
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
395
|
|
|
|
|
Fair Value Measurements at December 31, 2014
|
||||||||||||
|
Balance at
December 31, 2014 |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
1,858
|
|
|
$
|
1,858
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government debt securities
|
27,151
|
|
|
—
|
|
|
27,151
|
|
|
—
|
|
||||
Corporate debt securities
|
31,504
|
|
|
—
|
|
|
31,504
|
|
|
—
|
|
||||
|
$
|
60,513
|
|
|
$
|
1,858
|
|
|
$
|
58,655
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
265
|
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
265
|
|
|
Year Ended December 31, 2015
|
||
|
(in thousands)
|
||
Contingent Consideration
(1)
|
|
||
Beginning balance
|
$
|
265
|
|
Loss recognized in earnings
(2)
|
130
|
|
|
Ending balance
|
$
|
395
|
|
Net loss for the period included in earnings attributable to contingent consideration held at the end of the period:
|
$
|
130
|
|
(1)
|
In connection with the acquisition of Physpeed, the Company recorded contingent consideration based upon the expected achievement of certain 2015 and 2016 revenue milestones. Changes to the fair value of contingent consideration due to changes in assumptions used in preparing the valuation model are recorded in selling, general and administrative expense in the statement of operations.
|
(2)
|
Changes to the estimated fair value of contingent consideration were primarily due to revisions to the Company's expectations of earn-out achievement.
|
|
December 31, 2015
|
|
December 31,
2014 |
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
67,956
|
|
|
$
|
20,696
|
|
Short-term investments
|
43,300
|
|
|
48,399
|
|
||
Long-term investments
|
19,242
|
|
|
10,256
|
|
||
|
$
|
130,498
|
|
|
$
|
79,351
|
|
|
December 31, 2015
|
|
December 31,
2014 |
||||
|
(in thousands)
|
||||||
Work-in-process
|
$
|
15,713
|
|
|
$
|
4,169
|
|
Finished goods
|
16,730
|
|
|
6,689
|
|
||
|
$
|
32,443
|
|
|
$
|
10,858
|
|
|
Useful Life
(in Years)
|
|
December 31, 2015
|
|
December 31,
2014 |
||||
|
|
|
(in thousands)
|
||||||
Furniture and fixtures
|
5
|
|
$
|
2,458
|
|
|
$
|
735
|
|
Machinery and equipment
|
3 -5
|
|
23,679
|
|
|
12,695
|
|
||
Masks and production equipment
|
2
|
|
8,062
|
|
|
8,672
|
|
||
Software
|
3
|
|
3,017
|
|
|
905
|
|
||
Leasehold improvements
|
4 -5
|
|
9,573
|
|
|
4,451
|
|
||
Construction in progress
|
N/A
|
|
62
|
|
|
276
|
|
||
|
|
|
46,851
|
|
|
27,734
|
|
||
Less accumulated depreciation and amortization
|
|
|
(24,993
|
)
|
|
(15,293
|
)
|
||
|
|
|
$
|
21,858
|
|
|
$
|
12,441
|
|
|
Weighted
Average
Amortization
Period
(in Years)
|
|
December 31, 2015
|
|
December 31,
2014 |
||||
|
|
|
(in thousands)
|
||||||
Licensed technology
|
3
|
|
$
|
2,921
|
|
|
$
|
2,821
|
|
Developed technology
|
7
|
|
47,000
|
|
|
2,700
|
|
||
Trademarks and trade names
|
7
|
|
1,700
|
|
|
—
|
|
||
Customer relationships
|
5
|
|
4,700
|
|
|
—
|
|
||
Backlog
|
1
|
|
24,200
|
|
|
—
|
|
||
Less accumulated amortization
|
|
|
(32,366
|
)
|
|
(2,435
|
)
|
||
|
|
|
48,155
|
|
|
3,086
|
|
||
In-process research and development
|
|
|
3,200
|
|
|
7,300
|
|
||
|
|
|
$
|
51,355
|
|
|
$
|
10,386
|
|
|
Amortization
(in thousands)
|
||
2016
|
$
|
8,043
|
|
2017
|
7,931
|
|
|
2018
|
7,914
|
|
|
2019
|
7,897
|
|
|
2020
|
7,270
|
|
|
Thereafter
|
9,100
|
|
|
Total
|
$
|
48,155
|
|
|
December 31, 2015
|
|
December 31,
2014 |
||||
|
(in thousands)
|
||||||
Deferred revenue—rebates
|
$
|
118
|
|
|
$
|
21
|
|
Deferred revenue—distributor transactions
|
5,695
|
|
|
5,585
|
|
||
Deferred cost of net revenue—distributor transactions
|
(1,747
|
)
|
|
(1,994
|
)
|
||
|
$
|
4,066
|
|
|
$
|
3,612
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
10,018
|
|
|
$
|
15,017
|
|
Additional liability from acquisition
|
3,486
|
|
|
—
|
|
||
Charged as a reduction of revenue
|
39,304
|
|
|
22,466
|
|
||
Reversal of unclaimed rebates
|
(158
|
)
|
|
(413
|
)
|
||
Payments
|
(32,624
|
)
|
|
(27,052
|
)
|
||
Ending balance
|
$
|
20,026
|
|
|
$
|
10,018
|
|
|
December 31, 2015
|
|
December 31,
2014 |
||||
|
(in thousands)
|
||||||
Accrued technology license payments
|
$
|
3,000
|
|
|
$
|
3,000
|
|
Accrued professional fees
|
1,196
|
|
|
422
|
|
||
Accrued restructuring
|
1,633
|
|
|
—
|
|
||
Accrued litigation costs
|
534
|
|
|
560
|
|
||
Accrued royalty
|
2,042
|
|
|
195
|
|
||
Other
|
6,963
|
|
|
1,371
|
|
||
|
$
|
15,368
|
|
|
$
|
5,548
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Cost of net revenue
|
$
|
213
|
|
|
$
|
131
|
|
|
$
|
108
|
|
Research and development
|
13,205
|
|
|
9,686
|
|
|
8,258
|
|
|||
Selling, general and administrative
|
5,850
|
|
|
5,191
|
|
|
4,320
|
|
|||
|
$
|
19,268
|
|
|
$
|
15,008
|
|
|
$
|
12,686
|
|
|
Years Ended December 31,
|
||||||||
|
2015
(1)
|
|
2014
|
|
2013
|
||||
Weighted-average grant date fair value per share
|
N/A
|
|
$
|
4.03
|
|
|
$
|
3.24
|
|
Risk-free interest rate
|
N/A
|
|
1.70
|
%
|
|
0.71
|
%
|
||
Dividend yield
|
N/A
|
|
—
|
%
|
|
—
|
%
|
||
Expected life (in years)
|
N/A
|
|
4.56
|
|
|
4.75
|
|
||
Volatility
|
N/A
|
|
51.00
|
%
|
|
56.00
|
%
|
(1)
|
No
options granted during 2015.
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Weighted-average grant date fair value per share
|
$2.25 - $5.02
|
|
|
$2.03 - $2.47
|
|
|
$1.85 - $2.09
|
|
Risk-free interest rate
|
0.09 - 0.33%
|
|
|
0.05 - 0.07%
|
|
|
0.09 - 0.10%
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected life (in years)
|
0.50
|
|
|
0.50
|
|
|
0.50
|
|
Volatility
|
32.65 - 59.14%
|
|
|
47.75 - 46.82%
|
|
|
39.24 - 41.58%
|
|
|
Number of Options
(in thousands)
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Contractual Term
(in years)
|
|
Aggregate Intrinsic Value
(in thousands)
|
|||||
Outstanding at December 31, 2014
|
3,963
|
|
|
$
|
5.69
|
|
|
|
|
|
||
Granted
(1)
|
—
|
|
|
N/A
|
|
|
|
|
|
|||
Assumed
(2)
|
1,894
|
|
|
13.83
|
|
|
|
|
|
|||
Exercised
|
(1,080
|
)
|
|
5.97
|
|
|
|
|
|
|||
Canceled
|
(1,205
|
)
|
|
14.86
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
3,572
|
|
|
$
|
6.83
|
|
|
3.66
|
|
$
|
29,567
|
|
Vested and expected to vest at December 31, 2015
|
3,549
|
|
|
$
|
6.82
|
|
|
3.64
|
|
$
|
29,408
|
|
Exercisable at December 31, 2015
|
2,887
|
|
|
$
|
6.75
|
|
|
3.45
|
|
$
|
24,362
|
|
(1)
|
No options granted during 2015.
|
(2)
|
Assumed options from the Entropic acquisition.
|
|
Number of Shares
(in thousands)
|
|
Weighted-Average Grant-Date Fair Value per Share
|
|||
Outstanding at December 31, 2014
|
3,512
|
|
|
$
|
7.00
|
|
Granted
|
2,963
|
|
|
10.41
|
|
|
Assumed
(1)
|
1,303
|
|
|
8.79
|
|
|
Vested
|
(3,022
|
)
|
|
7.92
|
|
|
Canceled
|
(1,114
|
)
|
|
8.45
|
|
|
Outstanding at December 31, 2015
|
3,642
|
|
|
9.19
|
|
(1)
|
Assumed awards from the Entropic acquisition.
|
|
Number of Shares
(in thousands)
|
|
Stock options outstanding
|
3,572
|
|
Restricted stock units and restricted stock awards outstanding
|
3,642
|
|
Authorized for future grants under 2010 Equity Incentive Plan
|
4,694
|
|
Authorized for future issuance under 2010 Employee Stock Purchase Plan
|
1,247
|
|
Total
|
13,155
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Domestic
|
$
|
(44,094
|
)
|
|
$
|
(9,631
|
)
|
|
$
|
(12,770
|
)
|
Foreign
|
1,188
|
|
|
886
|
|
|
439
|
|
|||
Loss before income taxes
|
$
|
(42,906
|
)
|
|
$
|
(8,745
|
)
|
|
$
|
(12,331
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
16
|
|
|
1
|
|
|
—
|
|
|||
Foreign
|
942
|
|
|
577
|
|
|
574
|
|
|||
Total current
|
958
|
|
|
578
|
|
|
574
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(13,759
|
)
|
|
(3,341
|
)
|
|
(5,217
|
)
|
|||
State
|
(1,034
|
)
|
|
253
|
|
|
(1,174
|
)
|
|||
Foreign
|
126
|
|
|
54
|
|
|
(166
|
)
|
|||
Valuation allowance release due to acquisition
|
(1,757
|
)
|
|
(2,335
|
)
|
|
—
|
|
|||
Change in valuation allowance
|
14,891
|
|
|
3,087
|
|
|
6,385
|
|
|||
Total deferred
|
(1,533
|
)
|
|
(2,282
|
)
|
|
(172
|
)
|
|||
Total income tax provision (benefit)
|
$
|
(575
|
)
|
|
$
|
(1,704
|
)
|
|
$
|
402
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Provision (benefit) at statutory rate
|
$
|
(14,588
|
)
|
|
$
|
(2,973
|
)
|
|
$
|
(4,191
|
)
|
State income taxes (net of federal benefit)
|
275
|
|
|
(391
|
)
|
|
1
|
|
|||
Research and development credits
|
(2,083
|
)
|
|
(66
|
)
|
|
(3,630
|
)
|
|||
Foreign rate differential
|
(62
|
)
|
|
(31
|
)
|
|
(80
|
)
|
|||
Stock compensation
|
549
|
|
|
609
|
|
|
460
|
|
|||
Foreign deemed dividend
|
279
|
|
|
—
|
|
|
835
|
|
|||
Transaction costs
|
1,329
|
|
|
—
|
|
|
—
|
|
|||
Uncertain tax positions
|
600
|
|
|
304
|
|
|
266
|
|
|||
Foreign tax credits
|
(144
|
)
|
|
—
|
|
|
—
|
|
|||
Permanent and other
|
96
|
|
|
92
|
|
|
356
|
|
|||
Valuation allowance release due to acquisition
|
(1,757
|
)
|
|
(2,335
|
)
|
|
—
|
|
|||
Valuation allowance
|
14,931
|
|
|
3,087
|
|
|
6,385
|
|
|||
Total provision (benefit) for income taxes
|
$
|
(575
|
)
|
|
$
|
(1,704
|
)
|
|
$
|
402
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
27,996
|
|
|
$
|
9,878
|
|
Research and development credits
|
48,531
|
|
|
12,784
|
|
||
Accrued expenses and other
|
13,654
|
|
|
1,271
|
|
||
Accrued compensation
|
1,747
|
|
|
1,380
|
|
||
Stock-based compensation
|
4,245
|
|
|
4,516
|
|
||
Intangible assets
|
7,198
|
|
|
3,173
|
|
||
|
103,371
|
|
|
33,002
|
|
||
Less valuation allowance
|
(98,535
|
)
|
|
(28,753
|
)
|
||
|
4,836
|
|
|
4,249
|
|
||
Deferred tax liability:
|
|
|
|
||||
Fixed assets
|
(2,322
|
)
|
|
(3,523
|
)
|
||
Unremitted foreign earnings
|
(2,628
|
)
|
|
(614
|
)
|
||
Net deferred tax assets
|
$
|
(114
|
)
|
|
$
|
112
|
|
|
(in thousands)
|
||
Balance as of December 31, 2012
|
$
|
3,750
|
|
Additions based on tax positions related to the current year
|
1,689
|
|
|
Additions based on tax positions of prior years
|
23
|
|
|
Balance as of December 31, 2013
|
5,462
|
|
|
Additions based on tax positions related to the current year
|
3,158
|
|
|
Additions based on tax positions of prior years
|
2,188
|
|
|
Balance as of December 31, 2014
|
10,808
|
|
|
Additions based on tax positions related to the current year
|
2,585
|
|
|
Additions related to Entropic acquisition
|
13,733
|
|
|
Decreases based on tax positions of prior year
|
(1,073
|
)
|
|
Balance as of December 31, 2015
|
$
|
26,053
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Operating Leases
|
|
Other Obligations
|
|
Inventory Purchase Obligations
|
||||||
|
(in thousands)
|
||||||||||
2016
|
$
|
8,178
|
|
|
$
|
10,282
|
|
|
$
|
13,625
|
|
2017
|
6,814
|
|
|
4,687
|
|
|
—
|
|
|||
2018
|
5,935
|
|
|
700
|
|
|
—
|
|
|||
2019
|
5,678
|
|
|
—
|
|
|
—
|
|
|||
2020
|
5,947
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
7,667
|
|
|
—
|
|
|
—
|
|
|||
Total minimum payments
|
$
|
40,219
|
|
|
$
|
15,669
|
|
|
$
|
13,625
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Percentage of total net revenue
|
|
|
|
|
|
|||
Arris
1
|
28
|
%
|
|
31
|
%
|
|
28
|
%
|
Cisco
2
|
13
|
%
|
|
*
|
|
|
*
|
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Percentage of total net revenue
|
|
|
|
|
|
|||
China
|
77
|
%
|
|
71
|
%
|
|
68
|
%
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Net revenue
|
$
|
35,396
|
|
|
$
|
70,824
|
|
|
$
|
95,191
|
|
|
$
|
98,949
|
|
Gross profit
|
$
|
21,671
|
|
|
$
|
26,942
|
|
|
$
|
51,050
|
|
|
$
|
55,760
|
|
Net income (loss)
|
$
|
(4,722
|
)
|
|
$
|
(30,647
|
)
|
|
$
|
1,582
|
|
|
$
|
(8,544
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.12
|
)
|
|
$
|
(0.58
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.14
|
)
|
Diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.58
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.14
|
)
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Net revenue
|
$
|
32,501
|
|
|
$
|
35,592
|
|
|
$
|
32,541
|
|
|
$
|
32,478
|
|
Gross profit
|
$
|
20,053
|
|
|
$
|
22,246
|
|
|
$
|
19,909
|
|
|
$
|
19,750
|
|
Net loss
|
$
|
(862
|
)
|
|
$
|
(612
|
)
|
|
$
|
(3,205
|
)
|
|
$
|
(2,362
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.06
|
)
|
Diluted
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.06
|
)
|
_____
_____
INITIALS
|
Page
1
of
26
|
_____
_____
INITIALS
|
(a)
|
Base Rent: $
67,817.00
for the period
first
full calendar month of the Lease
Term.
|
(b)
|
Common Area Operating Expenses: $
14,066.00
for the period
first full calendar
month of the Lease Term.
|
(c)
|
Security Deposit: $
102,354.00
(“Security Deposit”).
(See also Paragraph 5)
|
(d)
|
Other: $
N/A
for
N/A
|
(e)
|
Total Due Upon Execution of this Lease: $
184,237.00
.
|
_____
_____
INITIALS
|
Page
2
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
3
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
4
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
5
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
6
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
7
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
8
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
9
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
10
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
11
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
12
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
13
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
14
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
15
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
16
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
17
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
18
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
19
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
20
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
21
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
22
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
23
of
26
|
_____
_____
INITIALS
|
_____
_____
INITIALS
|
Page
24
of
26
|
_____
_____
INITIALS
|
Executed at: Newport Beach, CA
|
Executed at: 16275 Laguna Canyon Rd, #16,
|
On: 11-11-15
|
Irvine, CA 92618
|
By LESSOR:
|
By LESSEE:
|
THE NORTHWESTERN MUTUAL LIFE
|
MAXLINEAR, INC., a Delaware corporation
|
By: Northwestern Mutual Investment Management
|
By: /s/ Adam C. Spice
|
_____
_____
INITIALS
|
Page
25
of
26
|
_____
_____
INITIALS
|
Company, LLC, a Delaware limited liability
|
Name Printed: Adam C Spice
|
company, its wholly-owned affiliate
|
Title: CFO
|
By: /s/ Don Morton
|
By:
|
Name Printed: Don Morton
|
Name Printed:
|
Title: Director – Asset Mgmt.
|
Title:
|
By:
|
Telephone: 760-692-0711
|
Name Printed:
|
Facsimile: 760-444-8596
|
Title:
|
Federal ID No. 14-1896129
|
BROKER:
|
BROKER:
|
Att:
|
Att:
|
Title:
|
Title:
|
Address:.
|
Address:
|
Telephone: (___)
|
Telephone: (___)
|
Facsimile: (___)
|
Facsimile: (___)
|
Federal ID No.
|
Federal ID No.
|
_____
_____
INITIALS
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Page
26
of
26
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INITIALS
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Lessee Initials
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Lessor Initials
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2
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3
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4
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5
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6
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7
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8
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9
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Lessor Initials
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_____
Lessee Initials
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10
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_____
Lessor Initials
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Month of Lease Term
|
|
Monthly Base Rent
|
1 - 12
|
|
$67,817.00 NNN
|
13 - 24
|
|
$70,530.00 NNN
|
25 - 36
|
|
$73,351.00 NNN
|
37 - 48
|
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$76,285.00 NNN
|
49 - 60
|
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$79,337.00 NNN
|
60 - 72
|
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$82,510.00 NNN
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73 - 74
|
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$85,811.00 NNN
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_____
Lessee Initials
|
11
|
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Lessor Initials
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_____
Lessee Initials
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12
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Lessor Initials
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_____
Lessee Initials
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13
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_____
Lessor Initials
|
(i)
|
costs associated with the correction or abatement of Hazardous Substances (unless Lessee is responsible for such contamination pursuant to Paragraph 56 of the Lease)
|
(ii)
|
costs incurred by Lessor in connection with the construction, expansion or renovation of the Building and/or Project or the correction of defects in such construction;
|
(iii)
|
fines or penalties assessed against Lessor or the Building and/or Project due to the Building’s and/or Project’s violation of or failure to comply with any Applicable Requirements as of the Commencement Date;
|
(iv)
|
advertising or promotional expenditures;
|
(v)
|
maintenance, repairs or replacements necessitated by the negligent act or omission of or Breach of the Lease by Lessor, its agents, servants, employees, licensees or invitees;
|
(vi)
|
amounts paid to entities related to Lessor in excess of the arm’s length cost of such services;
|
(vii)
|
interest, late charges or penalties incurred as a result of Lessor’s failure to pay bills in a timely manner;
|
(viii)
|
interest or payments on any financing for the Building and/or Project;
|
(ix)
|
cost of correcting defects or any other inadequacy in the design or construction of the Building and/or Project or repair and replacement of any of the original materials or equipment required as a result of such defects or inadequacies;
|
(x)
|
amounts for which Lessor received reimbursement or compensation from insurers, tenants (other than payments of their share of Common Area Operating expenses) or other third parties;
|
(xi)
|
the cost of legal, accounting, and other professional services incurred by Lessor for reasons not in connection with the day-to-day operation of the Building and/or Project;
|
(xii)
|
any bad debt loss, rent loss or reserves for bad debts, rent loss, or replacements;
|
(xiii)
|
the cost of providing improvements within the premises of any other tenants in the Building and/or Project at any time;
|
(xiv)
|
any and all costs associated with the operation of the business of the entity which constitutes Lessor, which costs are not directly related to the operation, management, maintenance and repair of the Building and/or Project [by way
|
_____
Lessee Initials
|
14
|
_____
Lessor Initials
|
(xv)
|
rent, fees or other amounts payable under any superior lease or other encumbrance;
|
(xvi)
|
leasing and brokerage expenses and commission and other costs or concessions related to leasing space in the Building and/or Project;
|
(xvii)
|
salaries of Lessor’s or its manager’s executive personnel (above the grade of building manager);
|
(xviii)
|
fees for management of the Building and/or Project in excess of (a) four percent (4%) of the annual Rent under Project leases during the initial Lease Term, and (ii) market rate for first class management companies during the Extended Term;
|
(xix)
|
utility costs and services separately metered or contracted for and paid directly by Lessee or other tenants;
|
(xx)
|
the costs of negotiating or enforcing leases of other tenants;
|
(xxi)
|
the cost of acquiring sculpture or other artwork;
|
(xxii)
|
costs of services, utilities, or other benefits which are not offered to Lessee for which Lessee is charged directly but which are provided to another tenant or occupant of the Building;
|
(xxiii)
|
Lessor’s general corporate overhead and general and administrative expenses;
|
(xxiv)
|
costs of or arising from Lessor’s charitable or political contributions;
|
(xxv)
|
costs incurred in removing and storing the property of former tenants or occupants of the Building;
|
(xxvi)
|
the cost of any work or services performed for any tenant (including Lessee) at such tenant’s cost;
|
(xxvii)
|
lease “takeover” expenses, including, but not limited to, the expenses incurred by Lessor with respect to space located in another building outside the Project of any kind or nature in connection with the leasing of space in the Project;
|
(xxviii)
|
any costs, fees, dues, contributions or similar expenses for industry associations or similar organizations;
|
_____
Lessee Initials
|
15
|
_____
Lessor Initials
|
(xxix)
|
insurance deductibles in excess of $50,000 per claim;
|
(xxx)
|
any costs to operate, maintain, repair or replace any other Building in the Project if such costs are of a type that Tenant is required to pay for under this Lease (other than as part of Common Area Expenses);
|
(xxxi)
|
expense reserves (other than amortization of capital expenditures permitted hereunder); and
|
(xxxii)
|
environmental insurance.
|
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Lessee Initials
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16
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Lessor Initials
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_____
Lessee Initials
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17
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_____
Lessor Initials
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Lessee Initials
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18
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Lessor Initials
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19
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Lessor Initials
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Lessee Initials
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20
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Lessor Initials
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Lessee Initials
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21
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Lessor Initials
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Lessee Initials
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22
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_____
Lessor Initials
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Lessee Initials
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23
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_____
Lessor Initials
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_____
Lessee Initials
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24
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_____
Lessor Initials
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_____
Lessee Initials
|
25
|
_____
Lessor Initials
|
1.
|
Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises.
|
2.
|
The walls, walkways, sidewalks, entrance passages, courts and vestibules shall not be obstructed or used for any purpose other than ingress and egress of pedestrian travel to and from the Premises, and shall not be used for loitering or gathering, or to display, store, or place any merchandise, equipment or devices, or for any other purpose. The walkways, entrance passageways, courts, vestibules and roofs are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence in the judgment of the Landlord shall be prejudicial to the safety, character, reputation and interest of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom Tenant normally deals in the ordinary court of Tenant’s business unless such persons are engaged in illegal activities. No tenant or employee or invitee of any tenant shall be permitted upon the roof of the Building.
|
3.
|
No awnings or other projection shall be attached to the outside walls of the Building. No security bars or gates, curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises without the prior written consent of Landlord. Neither the interior nor exterior of any windows shall be coated or otherwise sunscreened without the express written consent of Landlord.
|
4.
|
No sign, placard, picture, aerial display, balloons, advertisement, name or notice shall be installed or displayed on any part of the Premises or the Project (or within public rights-of-ways adjacent to the Project through the use of truck signs, sign trailers or similar items) without the prior written consent of Landlord. Landlord shall have the right to remove, at Tenant’s expense and without notice, any sign installed or displayed in violation of this rule. All approved signs or lettering on doors, walls and service areas of the Premises shall be printed, painted, affixed or inscribed at the expense of Tenant by a licensed sign contractor approved by Landlord.
|
_____
Lessee Initials
|
|
_____
Lessor Initials
|
5.
|
Tenant shall not in any way deface any part of the Premises or the Building. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved by Landlord in writing. The expense of repairing any damage resulting from a violation of this rule or removal of any floor covering shall be borne by the Tenant.
|
6.
|
The toilet rooms, urinals, wash bowls and other plumbing apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant.
|
7.
|
Landlord shall direct electricians as to the manner and location of any future telephone wiring. No boring or cutting for wires will be allowed without the prior consent of Landlord. The locations of the telephones, call boxes and other office equipment affixed to the Premises shall be subject to the prior written approval of Landlord.
|
8.
|
No exterior storage shall be allowed at any time without the prior written approval of Landlord. The Premises shall not be used for cooking except for typical pantry / kitchen / cafeteria uses by Lessee or washing clothes without the prior written consent of Landlord, or for lodging or sleeping of for any illegal purposes.
|
9.
|
Tenant shall not make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with occupants of this or neighboring buildings or premises or those having business with them, whether by the use of any musical instrument, radio, phonograph, machinery, or otherwise. Tenant shall not use, keep or permit to be used, or kept, any foul or obnoxious gas or substance in the Premises or permit or suffer the Premises to be used or occupied in any manner offensive or objectionable to Landlord or other occupants of this or neighboring buildings or premises by reason of any odors, fumes or gases.
|
10.
|
Neither Tenant nor any of Tenant’s Agents shall at any time bring or keep upon the Premises any toxic, hazardous, inflammable, combustible or explosive fluid, chemical or substance without the prior written consent of Landlord.
|
11.
|
No animals shall be permitted at any time within the Premises.
|
12.
|
Tenant shall not use the name of the Building or the Project in connection with or in promoting or advertising the business of Tenant, except as Tenant’s address, without the prior written consent of Landlord. Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord’s reasonable opinion, tends to impair the reputation of the Project or its desirability of its intended uses, and upon written notice from Landlord Tenant shall refrain from or discontinue such advertising.
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_____
Lessee Initials
|
2
|
_____
Lessor Initials
|
13.
|
Canvassing, soliciting, peddling, parading, picketing, demonstrating or otherwise engaging in any conduct that unreasonably impairs the value or use of the Premises or the Project are prohibited and Tenant shall cooperate to prevent the same.
|
_____
Lessee Initials
|
3
|
_____
Lessor Initials
|
14.
|
All equipment of any electrical or mechanical nature shall be placed by Tenant on the Premises, in settings approved by Landlord in writing, in such a way as to best minimize, absorb and prevent any vibration, noise or annoyance. No equipment or any type shall be placed on the Premises which in Landlord’s opinion, exceeds the load limits of the floor or otherwise threatens the soundness of the structure or improvements of the building.
|
15.
|
All furniture, equipment and freight shall be moved in and out of the building only at hours and in accordance with rules reasonably established by Landlord, and shall not impair vehicular and pedestrian circulation in the Common Area. Landlord will not be responsible for loss or damage to any furniture, equipment, or other personal property of Tenant from any cause.
|
16.
|
No air conditioning unit or other similar apparatus shall be installed or used by Tenant without the prior written consent of Landlord.
|
17.
|
No aerial antenna shall be erected on the roof or exterior walls of the Premises, or on the grounds, without in each instance the prior written consent of Landlord. Any aerial or antenna so installed by or on behalf of Tenant without such written consent shall be subject to removal by Landlord at any time without prior notice at the expense of Tenant, and Tenant shall, upon Landlord’s demand, pay a removal fee to Landlord of not less than $200.00.
|
18.
|
The entire Premises, including vestibules, entrances, doors, fixtures, windows and plate glass, shall at all times be maintained in a safe, neat and clean conditions by Tenant. All trash, refuse and waste material shall be regularly removed from the Premises by Tenant and placed in the containers at the locations designated by Landlord for refuse collection. All cardboard boxes must be “broken down” prior to being placed in the trash containers. All Styrofoam chips must be bagged or otherwise contained prior to placement in the trash containers so as not to constitute a nuisance. Pallets may not be disposed or in the trash containers or enclosures. The burning of trash, refuse or waste materials is prohibited.
|
19.
|
Tenant shall use, at Tenant’s cost, such pest extermination contractor as Landlord may direct and at such intervals as Landlord may require.
|
20.
|
All keys for the Premises shall be provided to Tenant by Landlord and Tenant shall return to Landlord any of such keys so provided upon the terminations of the Lease. Tenant shall not change locks or install other locks on doors of the Premises without the prior written consent of Landlord. In the event of loss of any key furnished by Landlord for Tenant, Tenant shall pay to Landlord the costs thereof.
|
21.
|
No person shall enter or remain within the Project while intoxicated or under the influence of liquor or drugs. Landlord shall have the right to exclude or expel from the Project any person who, in the absolute discretion of Landlord, is under the influence of liquor or drugs.
|
_____
Lessee Initials
|
4
|
_____
Lessor Initials
|
_____
Lessee Initials
|
5
|
_____
Lessor Initials
|
_____
Lessee Initials
|
|
_____
Lessor Initials
|
_____
Lessee Initials
|
EXHIBIT “E”
|
_____
Lessor Initials
|
Type
|
Limits
|
Worker’s Compensation Employer’s Liability
|
Statutory/$500,000
|
Commercial Liability
|
$1,000,000/occurrence
$2,000,000/aggregate |
Business Automobile Liability
|
$1,000,000 Combined Single Limit
|
_____
Lessee Initials
|
2
|
_____
Lessor Initials
|
_____
Lessee Initials
|
3
|
_____
Lessor Initials
|
_____
Lessee Initials
|
4
|
_____
Lessor Initials
|
_____
Lessee Initials
|
5
|
_____
Lessor Initials
|
By:
|
Northwestern Mutual Investment
|
_____
Lessee Initials
|
6
|
_____
Lessor Initials
|
5.3
|
Attach a list of the hazardous waste, if any, generated or to be generated at the premises, its hazard class and the quantity generated on a monthly basis.
|
5.4
|
Describe the method(s) of disposal for each waste. Indicate where and how often disposal will take place.
|
5.5
|
Indicate the name of the person(s) responsible for maintaining copies of hazardous manifests completed for off-site shipments of hazardous waste.
|
5.6
|
Is any treatment or processing of hazardous wastes currently conducted or proposed to be conducted at the premises:
|
5.7
|
Attach copies of any hazardous waste permits or licenses issued to your company with respect to its operations on the premises.
|
6.
|
WASTE WATER TREATMENT/DISCHARGE
|
6.1
|
Do you discharge waste water to:
|
6.2
|
Is your waste water treated before discharge?
|
6.3
|
Attach copies of any waste water discharge permits issued to your company with respect to its operations on the premises.
|
7.
|
AIR DISCHARGES
|
7.1
|
Do you have any air filtration systems or stacks that discharge into the air?
|
7.2
|
Do you operate any of the following types of equipment, or any other equipment requiring an air emissions permit?
|
7.3
|
Are air emissions from your operation monitored?
|
7.4
|
Attach copies of any air emissions permits pertaining to your operations on the premises.
|
8.1
|
Does your company handle hazardous materials in a quantity equal to or exceeding an aggregate of 500 pound, 5 gallons, or 200 cubic feet? No
|
8.2
|
Has your company prepared a hazardous materials management plan (“business plan”) pursuant to Orange County Fire Department requirements?
|
8.3
|
Are any of the chemicals used in your operation regulated under Proposition 65?
|
8.4
|
Describe the procedure followed to comply with OSHA Hazard Communication Standard requirements. N/A
|
9.
|
ENFORCEMENT ACTIONS, COMPLAINTS
|
9.1
|
Has your company ever been subject to any agency enforcement actions, administrative orders, or consent decrees?
|
9.2
|
Has your company ever received requests for information, notice or demand letters, or any other inquiries regarding its operation?
|
9.3
|
Have there ever been, or are there now pending, any lawsuits against the company regarding any environmental or health and safety concerns?
|
9.4
|
Has an environmental audit ever been conducted at your company’s current facility?
|
9.5
|
Have there been any problems or complaints from neighbors at the company’s current facility? No
|
10
|
SUMMARY PAGE
|
Chemical Name (Manufacturer’s Name)
|
Primary and/or Hazardous Constituents
|
Material Safety Data Sheet Name (attach. copies of MSDS’s)
|
Size/Quantity of Container
|
Max Number of Onsite Containers per month
|
Max Quantity of Material on- site per Month
|
Describe storage method for this product
|
NOT APPLICABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance and Repairs/Association Fees/Landscape:
|
$346,567.00
|
Trash, smoke alarms and Misc. service: $43,500.00
|
$43,500.00
|
Utilities — Electric and Water — Common Area:
|
$24,000.00
|
Misc. Expenses — Administration and Management:
|
$217,000.00
|
Insurance — Liability and Property:
|
$179,920.00
|
Property Taxes — Common area and buildings:
|
$546,900.00 ($67,362.00 for 50 Parker)
|
TOTAL ANNUAL EXPENSES:
|
$1,357,887.00
|
|
|
Name
|
|
Jurisdiction
|
|
|
|
MaxLinear Asia Limited
|
|
Malaysia
|
|
|
|
Entropic Communications LLC
|
|
United States
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
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|
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|
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|
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|
|
|
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|
|
|
|
|
|
|
(1)
|
Registration Statement (Form S-8 No. 333-165770) pertaining to the 2010 Equity Incentive Plan and the 2010 Employee stock Purchase Plan of MaxLinear, Inc.,
|
(2)
|
Registration Statement (Form S-8 No. 333-172418) pertaining to the 2010 Equity Incentive Plan and the 2010 Employee stock Purchase Plan of MaxLinear, Inc.,
|
(3)
|
Registration Statement (Form S-8 No. 333-180666) pertaining to the 2010 Equity Incentive Plan and the 2010 Employee stock Purchase Plan of MaxLinear, Inc.,
|
(4)
|
Registration Statement (Form S-8 No. 333-187395) pertaining to the 2010 Equity Incentive Plan and the 2010 Employee stock Purchase Plan of MaxLinear, Inc.,
|
(5)
|
Registration Statement (Form S-8 No. 333-194856) pertaining to the 2010 Equity Incentive Plan and the 2010 Employee stock Purchase Plan of MaxLinear, Inc.,
|
(6)
|
Registration Statement (Form S-8 No. 333-203034) pertaining to the 2010 Equity Incentive Plan and the 2010 Employee stock Purchase Plan of MaxLinear, Inc.,
|
(7)
|
Registration Statement (Form S-8 No. 333-204017) pertaining to the RF Magic, Inc. 2000 Incentive Stock Plan, Entropic Communications, Inc. 2001 Stock Option Plan, Entropic Communications, Inc. 2007 Non-Employee Directors’ Stock Option Plan and Entropic Communications, Inc. 2012 Inducement Award Plan,
|
(8)
|
Registration Statement (Form S-4 No. 333-202679) pertaining to the registration of Class A Common Stock securities related to the Entropic Communications, Inc. merger.
|
1.
|
I have reviewed this Form 10-K of MaxLinear, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 17, 2016
|
|
/s/ Kishore Seendripu, Ph.D.
|
|
|
Kishore Seendripu, Ph.D.
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Form 10-K of MaxLinear, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: February 17, 2016
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/s/ Adam C. Spice
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Adam C. Spice
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Date: February 17, 2016
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By:
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/s/ Kishore Seendripu, Ph.D.
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Name:
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Kishore Seendripu, Ph.D.
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Title:
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President and Chief Executive Officer
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Date: February 17, 2016
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By:
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/s/ Adam C. Spice
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Name:
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Adam C. Spice
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Title:
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Chief Financial Officer
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