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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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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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|
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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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Large accelerated filer
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¨
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Accelerated filer
|
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þ
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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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Part I
|
||
Item 1.
|
||
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||
|
||
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||
|
||
|
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Item 2.
|
||
Item 3.
|
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Item 4.
|
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Part II
|
||
Item 1.
|
||
Item 1A.
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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 1.
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FINANCIAL STATEMENTS
|
|
March 31,
|
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December 31,
|
||||
|
2016
|
|
2015
|
||||
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(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
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$
|
76,840
|
|
|
$
|
67,956
|
|
Short-term investments, available-for-sale
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73,210
|
|
|
43,300
|
|
||
Accounts receivable, net
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41,040
|
|
|
42,399
|
|
||
Inventory
|
29,421
|
|
|
32,443
|
|
||
Prepaid expenses and other current assets
|
6,185
|
|
|
3,904
|
|
||
Total current assets
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226,696
|
|
|
190,002
|
|
||
Property and equipment, net
|
21,538
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|
|
21,858
|
|
||
Long-term investments, available-for-sale
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16,782
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|
|
19,242
|
|
||
Intangible assets, net
|
49,293
|
|
|
51,355
|
|
||
Goodwill
|
49,779
|
|
|
49,779
|
|
||
Other long-term assets
|
2,169
|
|
|
2,269
|
|
||
Total assets
|
$
|
366,257
|
|
|
$
|
334,505
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
7,818
|
|
|
$
|
6,389
|
|
Deferred revenue and deferred profit
|
6,523
|
|
|
4,066
|
|
||
Accrued price protection liability
|
18,443
|
|
|
20,026
|
|
||
Accrued expenses and other current liabilities
|
17,269
|
|
|
15,368
|
|
||
Accrued compensation
|
13,221
|
|
|
9,983
|
|
||
Total current liabilities
|
63,274
|
|
|
55,832
|
|
||
Deferred rent
|
10,195
|
|
|
11,427
|
|
||
Other long-term liabilities
|
4,773
|
|
|
4,322
|
|
||
|
|
|
|
||||
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, 56,322 and 55,737 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
|
6
|
|
|
5
|
|
||
Class B common stock, $0.0001 par value; 500,000 shares authorized, 6,665 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
390,704
|
|
|
384,961
|
|
||
Accumulated other comprehensive loss
|
(588
|
)
|
|
(822
|
)
|
||
Accumulated deficit
|
(102,108
|
)
|
|
(121,221
|
)
|
||
Total stockholders’ equity
|
288,015
|
|
|
262,924
|
|
||
Total liabilities and stockholders’ equity
|
$
|
366,257
|
|
|
$
|
334,505
|
|
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Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net revenue
|
$
|
102,685
|
|
|
$
|
35,396
|
|
Cost of net revenue
|
41,515
|
|
|
13,725
|
|
||
Gross profit
|
61,170
|
|
|
21,671
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
23,752
|
|
|
15,281
|
|
||
Selling, general and administrative
|
13,610
|
|
|
10,944
|
|
||
Restructuring charges
|
2,106
|
|
|
—
|
|
||
Total operating expenses
|
39,468
|
|
|
26,225
|
|
||
Income (loss) from operations
|
21,702
|
|
|
(4,554
|
)
|
||
Interest income
|
170
|
|
|
70
|
|
||
Other expense, net
|
(198
|
)
|
|
(34
|
)
|
||
Income (loss) before income taxes
|
21,674
|
|
|
(4,518
|
)
|
||
Provision for income taxes
|
2,558
|
|
|
204
|
|
||
Net income (loss)
|
$
|
19,116
|
|
|
$
|
(4,722
|
)
|
Net income (loss) per share:
|
|
|
|
||||
Basic
|
$
|
0.31
|
|
|
$
|
(0.12
|
)
|
Diluted
|
$
|
0.29
|
|
|
$
|
(0.12
|
)
|
Shares used to compute net income (loss) per share:
|
|
|
|
||||
Basic
|
62,585
|
|
|
38,015
|
|
||
Diluted
|
65,818
|
|
|
38,015
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income (loss)
|
$
|
19,116
|
|
|
$
|
(4,722
|
)
|
Other comprehensive income, net of tax:
|
|
|
|
||||
Unrealized gain on investments, net of tax of $0 for the three months ended March 31, 2016 and 2015, respectively
|
126
|
|
|
35
|
|
||
Unrealized gain on investments, net of tax
|
126
|
|
|
35
|
|
||
Foreign currency translation adjustments, net of tax of $0 for the three months ended March 31, 2016 and 2015
|
108
|
|
|
12
|
|
||
Foreign currency translation adjustments, net of tax
|
108
|
|
|
12
|
|
||
Other comprehensive income
|
234
|
|
|
47
|
|
||
Total comprehensive income (loss)
|
$
|
19,350
|
|
|
$
|
(4,675
|
)
|
|
Three Months Ended March 31,
|
||||||
2016
|
|
2015
|
|||||
Operating Activities
|
|
|
|
||||
Net income (loss)
|
$
|
19,116
|
|
|
$
|
(4,722
|
)
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
||||
Amortization and depreciation
|
5,772
|
|
|
1,639
|
|
||
Provision for inventory reserves
|
38
|
|
|
—
|
|
||
Amortization of investment premiums, net
|
149
|
|
|
149
|
|
||
Stock-based compensation
|
5,109
|
|
|
3,719
|
|
||
Deferred income taxes
|
233
|
|
|
—
|
|
||
Change in fair value of contingent consideration
|
86
|
|
|
(183
|
)
|
||
Loss on foreign currency
|
124
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
1,359
|
|
|
(2,143
|
)
|
||
Inventory
|
2,984
|
|
|
(1,991
|
)
|
||
Prepaid and other assets
|
(2,416
|
)
|
|
(416
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
3,080
|
|
|
3,015
|
|
||
Accrued compensation
|
3,231
|
|
|
1,874
|
|
||
Deferred revenue and deferred profit
|
2,457
|
|
|
21
|
|
||
Accrued price protection liability
|
(1,583
|
)
|
|
2,647
|
|
||
Other long-term liabilities
|
(785
|
)
|
|
159
|
|
||
Net cash provided by operating activities
|
38,954
|
|
|
3,768
|
|
||
Investing Activities
|
|
|
|
||||
Purchases of property and equipment
|
(3,222
|
)
|
|
(1,024
|
)
|
||
Purchases of available-for-sale securities
|
(37,773
|
)
|
|
(16,153
|
)
|
||
Maturities of available-for-sale securities
|
10,300
|
|
|
16,190
|
|
||
Net cash used in investing activities
|
(30,695
|
)
|
|
(987
|
)
|
||
Financing Activities
|
|
|
|
||||
Repurchases of common stock
|
(3
|
)
|
|
—
|
|
||
Net proceeds from issuance of common stock
|
1,727
|
|
|
248
|
|
||
Minimum tax withholding paid on behalf of employees for restricted stock units
|
(1,092
|
)
|
|
(265
|
)
|
||
Equity issuance costs
|
—
|
|
|
(697
|
)
|
||
Net cash provided by (used in) financing activities
|
632
|
|
|
(714
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(7
|
)
|
|
6
|
|
||
Increase in cash and cash equivalents
|
8,884
|
|
|
2,073
|
|
||
Cash and cash equivalents at beginning of period
|
67,956
|
|
|
20,696
|
|
||
Cash and cash equivalents at end of period
|
$
|
76,840
|
|
|
$
|
22,769
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for income taxes
|
$
|
30
|
|
|
$
|
55
|
|
Supplemental disclosures of non-cash activities:
|
|
|
|
||||
Accrued purchases of property and equipment
|
$
|
165
|
|
|
$
|
87
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Numerator:
|
|
|
|
||||
Net income (loss)
|
$
|
19,116
|
|
|
$
|
(4,722
|
)
|
Denominator:
|
|
|
|
||||
Weighted average common shares outstanding—basic
|
62,585
|
|
|
38,015
|
|
||
Dilutive common stock equivalents
|
3,233
|
|
|
—
|
|
||
Weighted average common shares outstanding—diluted
|
65,818
|
|
|
38,015
|
|
||
Net income (loss) per share:
|
|
|
|
||||
Basic
|
$
|
0.31
|
|
|
$
|
(0.12
|
)
|
Diluted
|
$
|
0.29
|
|
|
$
|
(0.12
|
)
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Three Months Ended March 31, 2016
|
||
|
(in thousands)
|
||
Lease related charges
(1)
|
$
|
1,976
|
|
Other
|
130
|
|
|
|
$
|
2,106
|
|
(1)
|
Includes
$0.4 million
in offsets to restructuring charges related to an Entropic lease that was restructured prior to the completion of the acquisition by MaxLinear. The Company recorded an adjustment to the lease restructuring due to changes in market conditions.
|
|
Employee Separation Expenses
|
|
Lease Related Charges
|
|
Other
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Liability as of December 31, 2015
|
$
|
75
|
|
|
$
|
1,557
|
|
|
$
|
1
|
|
|
$
|
1,633
|
|
Restructuring charges
(1)
|
—
|
|
|
1,976
|
|
|
130
|
|
|
2,106
|
|
||||
Cash payments
|
(8
|
)
|
|
(1,323
|
)
|
|
(20
|
)
|
|
(1,351
|
)
|
||||
Liability as of March 31, 2016
|
$
|
67
|
|
|
$
|
2,210
|
|
|
$
|
111
|
|
|
$
|
2,388
|
|
(1)
|
Includes
$0.4 million
in offsets to restructuring charges related to an Entropic lease that was restructured during to the completion of the acquisition by MaxLinear. The Company recorded an adjustment to the lease restructuring due to changes in market conditions.
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
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
|
|
|
$
|
(2,813
|
)
|
|
$
|
108
|
|
|
$
|
2,921
|
|
|
$
|
(2,725
|
)
|
|
$
|
196
|
|
Developed technology
|
7
|
|
47,000
|
|
|
(6,331
|
)
|
|
40,669
|
|
|
47,000
|
|
|
(4,652
|
)
|
|
42,348
|
|
||||||
Trademarks and trade names
|
7
|
|
1,700
|
|
|
(222
|
)
|
|
1,478
|
|
|
1,700
|
|
|
(162
|
)
|
|
1,538
|
|
||||||
Customer relationships
|
5
|
|
4,700
|
|
|
(862
|
)
|
|
3,838
|
|
|
4,700
|
|
|
(627
|
)
|
|
4,073
|
|
||||||
Backlog
|
1
|
|
24,200
|
|
|
(24,200
|
)
|
|
—
|
|
|
24,200
|
|
|
(24,200
|
)
|
|
—
|
|
||||||
|
|
|
$
|
80,521
|
|
|
$
|
(34,428
|
)
|
|
$
|
46,093
|
|
|
$
|
80,521
|
|
|
$
|
(32,366
|
)
|
|
$
|
48,155
|
|
|
Amortization
(in thousands) |
||
2016 (nine months)
|
$
|
5,981
|
|
2017
|
7,931
|
|
|
2018
|
7,914
|
|
|
2019
|
7,897
|
|
|
2020
|
7,270
|
|
|
Thereafter
|
9,100
|
|
|
Total
|
$
|
46,093
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
March 31, 2016
|
||||||||||||||
Amortized
Cost |
|
Gross Unrealized
|
|
Fair
Value |
|||||||||||
Gains
|
|
Losses
|
|
||||||||||||
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
29,828
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,828
|
|
Government debt securities
|
35,332
|
|
|
9
|
|
|
(3
|
)
|
|
35,338
|
|
||||
Corporate debt securities
|
54,649
|
|
|
18
|
|
|
(13
|
)
|
|
54,654
|
|
||||
|
119,809
|
|
|
27
|
|
|
(16
|
)
|
|
119,820
|
|
||||
Less amounts included in cash and cash equivalents
|
(29,828
|
)
|
|
—
|
|
|
—
|
|
|
(29,828
|
)
|
||||
|
$
|
89,981
|
|
|
$
|
27
|
|
|
$
|
(16
|
)
|
|
$
|
89,992
|
|
|
Fair Value at March 31, 2016
|
||
|
(in thousands)
|
||
Liabilities
|
|
||
Contingent Consideration
|
$
|
241
|
|
Total
|
$
|
241
|
|
|
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
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
|
|
Fair Value Measurements at March 31, 2016
|
||||||||||||
|
Balance at March 31, 2016
|
|
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
|
$
|
29,828
|
|
|
$
|
29,828
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government debt securities
|
35,338
|
|
|
—
|
|
|
35,338
|
|
|
—
|
|
||||
Corporate debt securities
|
54,654
|
|
|
—
|
|
|
54,654
|
|
|
—
|
|
||||
|
$
|
119,820
|
|
|
$
|
29,828
|
|
|
$
|
89,992
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
241
|
|
|
$
|
241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
241
|
|
|
|
|
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
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Contingent Consideration
(1)
|
|
|
|
||||
Beginning balance
|
$
|
395
|
|
|
$
|
265
|
|
Physpeed earn-out payment
|
(240
|
)
|
|
—
|
|
||
(Gain) loss recognized in earnings
(2)
|
86
|
|
|
(183
|
)
|
||
Ending balance
|
$
|
241
|
|
|
$
|
82
|
|
Net gain (loss) for the period included in earnings attributable to contingent consideration held at the end of the period:
|
$
|
(86
|
)
|
|
$
|
183
|
|
(1)
|
In connection with the acquisition of Physpeed, the Company recorded contingent consideration based upon the expected achievement of 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 for the
three months ended March 31, 2016
were primarily due to updates to present value discount factors. Changes to the estimated fair value of contingent consideration for the
three months ended March 31, 2015
were primarily due to revisions to the Company's expectations of earn-out achievement.
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
76,840
|
|
|
$
|
67,956
|
|
Short-term investments
|
73,210
|
|
|
43,300
|
|
||
Long-term investments
|
16,782
|
|
|
19,242
|
|
||
|
$
|
166,832
|
|
|
$
|
130,498
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Work-in-process
|
$
|
14,866
|
|
|
$
|
15,713
|
|
Finished goods
|
14,555
|
|
|
16,730
|
|
||
|
$
|
29,421
|
|
|
$
|
32,443
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Useful Life
(in Years) |
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
|
|
(in thousands)
|
||||||
Furniture and fixtures
|
5
|
|
$
|
2,494
|
|
|
$
|
2,458
|
|
Machinery and equipment
|
3 -5
|
|
23,914
|
|
|
23,679
|
|
||
Masks and production equipment
|
2
|
|
8,084
|
|
|
8,062
|
|
||
Software
|
3
|
|
3,022
|
|
|
3,017
|
|
||
Leasehold improvements
|
4 -5
|
|
11,363
|
|
|
9,573
|
|
||
Construction in progress
|
N/A
|
|
377
|
|
|
62
|
|
||
|
|
|
49,254
|
|
|
46,851
|
|
||
Less accumulated depreciation and amortization
|
|
|
(27,716
|
)
|
|
(24,993
|
)
|
||
|
|
|
$
|
21,538
|
|
|
$
|
21,858
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Deferred revenue—rebates
|
$
|
122
|
|
|
$
|
118
|
|
Deferred revenue—distributor transactions
|
9,162
|
|
|
5,695
|
|
||
Deferred cost of net revenue—distributor transactions
|
(2,761
|
)
|
|
(1,747
|
)
|
||
|
$
|
6,523
|
|
|
$
|
4,066
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
20,026
|
|
|
$
|
10,018
|
|
Charged as a reduction of revenue
|
10,243
|
|
|
6,009
|
|
||
Reversal of unclaimed rebates
|
(1,302
|
)
|
|
(12
|
)
|
||
Payments
|
(10,524
|
)
|
|
(3,350
|
)
|
||
Ending balance
|
$
|
18,443
|
|
|
$
|
12,665
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Accrued technology license payments
|
$
|
3,000
|
|
|
$
|
3,000
|
|
Accrued professional fees
|
786
|
|
|
1,196
|
|
||
Accrued restructuring
|
2,388
|
|
|
1,633
|
|
||
Accrued litigation costs
|
85
|
|
|
534
|
|
||
Accrued royalty
|
2,453
|
|
|
2,042
|
|
||
Accrued leases - other
|
1,306
|
|
|
—
|
|
||
Other
|
7,251
|
|
|
6,963
|
|
||
|
$
|
17,269
|
|
|
$
|
15,368
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Cost of net revenue
|
$
|
43
|
|
|
$
|
35
|
|
Research and development
|
3,279
|
|
|
2,340
|
|
||
Selling, general and administrative
|
1,787
|
|
|
1,344
|
|
||
|
$
|
5,109
|
|
|
$
|
3,719
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Number of Shares
(in thousands)
|
|
Weighted-Average Grant-Date Fair Value per Share
|
|||
Outstanding at December 31, 2015
|
3,642
|
|
|
$
|
9.19
|
|
Granted
|
751
|
|
|
14.04
|
|
|
Vested
|
(471
|
)
|
|
9.70
|
|
|
Canceled
|
(58
|
)
|
|
10.56
|
|
|
Outstanding at March 31, 2016
|
3,864
|
|
|
10.06
|
|
|
Number of Shares
(in thousands)
|
|
Stock options outstanding
|
3,359
|
|
Restricted stock units and restricted stock awards outstanding
|
3,864
|
|
Authorized for future grants under 2010 Equity Incentive Plan
|
6,556
|
|
Authorized for future issuance under 2010 Employee Stock Purchase Plan
|
1,247
|
|
Total
|
15,026
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Percentage of total net revenue
|
|
|
|
||
Arris
|
24
|
%
|
|
29
|
%
|
Cisco
(1)
|
18
|
%
|
|
14
|
%
|
WNC Corporation
|
14
|
%
|
|
*
|
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Percentage of total net revenue
|
|
|
|
||
China
|
81
|
%
|
|
71
|
%
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
|
March 31,
|
|
December 31,
|
||
|
2016
|
|
2015
|
||
Percentage of gross accounts receivable
|
|
|
|
||
WNC Corporation
|
19
|
%
|
|
16
|
%
|
Pegatron Corporation
|
16
|
%
|
|
17
|
%
|
Sernet Technologies Corporation
|
13
|
%
|
|
14
|
%
|
MTI Jupiter Technologies
|
*
|
|
|
13
|
%
|
|
Operating Leases
|
|
Other Obligations
|
|
Inventory Purchase Obligations
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
2016 (nine months)
|
$
|
5,991
|
|
|
$
|
5,708
|
|
|
$
|
19,297
|
|
|
$
|
30,996
|
|
2017
|
6,809
|
|
|
4,948
|
|
|
—
|
|
|
11,757
|
|
||||
2018
|
6,001
|
|
|
830
|
|
|
—
|
|
|
6,831
|
|
||||
2019
|
5,678
|
|
|
—
|
|
|
—
|
|
|
5,678
|
|
||||
2020
|
6,024
|
|
|
—
|
|
|
—
|
|
|
6,024
|
|
||||
Thereafter
|
7,590
|
|
|
—
|
|
|
—
|
|
|
7,590
|
|
||||
Total minimum payments
|
$
|
38,093
|
|
|
$
|
11,486
|
|
|
$
|
19,297
|
|
|
$
|
68,876
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
MAXLINEAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts and percentage data)
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Net revenue
|
100
|
%
|
|
100
|
%
|
Cost of net revenue
|
40
|
|
|
39
|
|
Gross profit
|
60
|
|
|
61
|
|
Operating expenses:
|
|
|
|
||
Research and development
|
23
|
|
|
43
|
|
Selling, general and administrative
|
13
|
|
|
31
|
|
Restructuring charges
|
2
|
|
|
—
|
|
Total operating expenses
|
38
|
|
|
74
|
|
Income (loss) from operations
|
22
|
|
|
(13
|
)
|
Interest income
|
—
|
|
|
—
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
Income (loss) before income taxes
|
22
|
|
|
(13
|
)
|
Provision for income taxes
|
3
|
|
|
1
|
|
Net income (loss)
|
19
|
%
|
|
(14
|
)%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Operator
|
$
|
76,140
|
|
|
$
|
28,868
|
|
|
$
|
47,272
|
|
|
164
|
%
|
% of net revenue
|
74
|
%
|
|
82
|
%
|
|
|
|
|
|||||
Infrastructure and other
|
9,888
|
|
|
6,528
|
|
|
3,360
|
|
|
51
|
%
|
|||
% of net revenue
|
10
|
%
|
|
18
|
%
|
|
|
|
|
|||||
Legacy video SoC
|
16,657
|
|
|
—
|
|
|
16,657
|
|
|
N/A
|
|
|||
% of net revenue
|
16
|
%
|
|
—
|
|
|
|
|
|
|||||
Total net revenue
|
$
|
102,685
|
|
|
$
|
35,396
|
|
|
$
|
67,289
|
|
|
190
|
%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Research and development
|
$
|
23,752
|
|
|
$
|
15,281
|
|
|
$
|
8,471
|
|
|
55
|
%
|
% of net revenue
|
23
|
%
|
|
43
|
%
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Selling, general and administrative
|
$
|
13,610
|
|
|
$
|
10,944
|
|
|
$
|
2,666
|
|
|
24
|
%
|
% of net revenue
|
13
|
%
|
|
31
|
%
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Restructuring charges
|
$
|
2,106
|
|
|
$
|
—
|
|
|
$
|
2,106
|
|
|
100
|
%
|
% of net revenue
|
2
|
%
|
|
—
|
%
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Provision for income taxes
|
$
|
2,558
|
|
|
$
|
204
|
|
|
$
|
2,354
|
|
|
1,154
|
%
|
% of net revenue
|
2
|
%
|
|
1
|
%
|
|
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Working capital
|
$
|
163,422
|
|
|
$
|
134,170
|
|
Cash and cash equivalents
|
$
|
76,840
|
|
|
$
|
67,956
|
|
Short-term investments
|
73,210
|
|
|
43,300
|
|
||
Long-term investments
|
16,782
|
|
|
19,242
|
|
||
Total cash and cash equivalents and investments
|
$
|
166,832
|
|
|
$
|
130,498
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
38,954
|
|
|
$
|
3,768
|
|
Net cash used in investing activities
|
(30,695
|
)
|
|
(987
|
)
|
||
Net cash provided by (used in) financing activities
|
632
|
|
|
(714
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
(7
|
)
|
|
6
|
|
||
Net increase in cash and cash equivalents
|
$
|
8,884
|
|
|
$
|
2,073
|
|
|
Operating Leases
|
|
Other Obligations
|
|
Inventory Purchase Obligations
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
2016 (nine months)
|
$
|
5,991
|
|
|
$
|
5,708
|
|
|
$
|
19,297
|
|
|
$
|
30,996
|
|
2017
|
6,809
|
|
|
4,948
|
|
|
—
|
|
|
11,757
|
|
||||
2018
|
6,001
|
|
|
830
|
|
|
—
|
|
|
6,831
|
|
||||
2019
|
5,678
|
|
|
—
|
|
|
—
|
|
|
5,678
|
|
||||
2020
|
6,024
|
|
|
—
|
|
|
—
|
|
|
6,024
|
|
||||
Thereafter
|
7,590
|
|
|
—
|
|
|
—
|
|
|
7,590
|
|
||||
Total minimum payments
|
$
|
38,093
|
|
|
$
|
11,486
|
|
|
$
|
19,297
|
|
|
$
|
68,876
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
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;
|
•
|
some of our customers have sought or are seeking relationships with current or potential competitors which may affect their purchasing decisions; and
|
•
|
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.
|
•
|
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;
|
•
|
add sales personnel and expand customer engineering support offices;
|
•
|
implement and improve our administrative, financial and operational systems, procedures and controls; and
|
•
|
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.
|
•
|
issuances of equity securities dilutive to our existing stockholders;
|
•
|
substantial cash payments;
|
•
|
the incurrence of substantial debt and assumption of unknown liabilities;
|
•
|
large one-time write-offs;
|
•
|
amortization expenses related to intangible assets;
|
•
|
a limitation on our ability to use our net operating loss carryforwards;
|
•
|
the diversion of management’s time and attention from operating our business to acquisition integration challenges;
|
•
|
stockholder or other litigation relating to the transaction;
|
•
|
adverse tax consequences; and
|
•
|
the potential loss of key employees, customers and suppliers of the acquired business.
|
•
|
failure to successfully further develop the acquired products or technology;
|
•
|
conforming the acquired company’s standards, policies, processes, procedures and controls with our operations;
|
•
|
coordinating new product and process development, especially with respect to highly complex technologies;
|
•
|
loss of key employees or customers of the acquired company;
|
•
|
hiring additional management and other critical personnel;
|
•
|
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;
|
•
|
increasing the scope, geographic diversity and complexity of our operations;
|
•
|
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;
|
•
|
the geographic distance between the companies;
|
•
|
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
|
•
|
litigation or other claims in connection with the acquired company, including claims for terminated employees, customers, former stockholders or other third parties.
|
•
|
cease the manufacture, use or sale of the infringing products, processes or technology;
|
•
|
pay substantial damages for infringement;
|
•
|
expend significant resources to develop non-infringing products, processes or technology;
|
•
|
license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;
|
•
|
cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or
|
•
|
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.
|
•
|
any of our present or future patents or patent claims will not lapse or be invalidated, circumvented, challenged or abandoned;
|
•
|
our intellectual property rights will provide competitive advantages to us;
|
•
|
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;
|
•
|
any of our pending or future patent applications will be issued or have the coverage originally sought;
|
•
|
our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak;
|
•
|
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
|
•
|
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.
|
•
|
failure by us, our customers, or their end customers to qualify a selected supplier;
|
•
|
capacity shortages during periods of high demand;
|
•
|
reduced control over delivery schedules and quality;
|
•
|
shortages of materials;
|
•
|
misappropriation of our intellectual property;
|
•
|
limited warranties on wafers or products supplied to us; and
|
•
|
potential increases in prices.
|
•
|
changes in end-user demand for the products manufactured and sold by our customers;
|
•
|
the receipt, reduction or cancellation of significant orders by customers;
|
•
|
fluctuations in the levels of component inventories held by our customers;
|
•
|
the gain or loss of significant customers;
|
•
|
market acceptance of our products and our customers’ products;
|
•
|
our ability to develop, introduce and market new products and technologies on a timely basis;
|
•
|
the timing and extent of product development costs;
|
•
|
new product announcements and introductions by us or our competitors;
|
•
|
incurrence of research and development and related new product expenditures;
|
•
|
seasonality or cyclical fluctuations in our markets;
|
•
|
currency fluctuations;
|
•
|
fluctuations in IC manufacturing yields;
|
•
|
significant warranty claims, including those not covered by our suppliers;
|
•
|
changes in our product mix or customer mix;
|
•
|
intellectual property disputes;
|
•
|
loss of key personnel or the shortage of available skilled workers;
|
•
|
impairment of long-lived assets, including masks and production equipment; and
|
•
|
the effects of competitive pricing pressures, including decreases in average selling prices of our products.
|
•
|
changes in political, regulatory, legal or economic conditions;
|
•
|
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;
|
•
|
disruptions of capital and trading markets;
|
•
|
changes in import or export licensing requirements;
|
•
|
transportation delays;
|
•
|
civil disturbances or political instability;
|
•
|
geopolitical turmoil, including terrorism, war or political or military coups;
|
•
|
public health emergencies;
|
•
|
differing employment practices and labor standards;
|
•
|
limitations on our ability under local laws to protect our intellectual property;
|
•
|
local business and cultural factors that differ from our customary standards and practices;
|
•
|
nationalization and expropriation;
|
•
|
changes in tax laws;
|
•
|
currency fluctuations relating to our international operating activities; and
|
•
|
difficulty in obtaining distribution and support.
|
•
|
allows the holders of our Class B common stock to have the sole right to elect two management directors to the Board of Directors;
|
•
|
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
|
•
|
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.
|
•
|
authorize our Board of Directors to issue, without further action by the stockholders, up to 25,000,000 shares of undesignated preferred stock;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
provide that our directors may be removed only for cause;
|
•
|
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);
|
•
|
specify that no stockholder is permitted to cumulate votes at any election of directors; and
|
•
|
require supermajority votes of the holders of our common stock to amend specified provisions of our charter documents.
|
•
|
actual or anticipated fluctuations in our financial condition and operating results;
|
•
|
overall conditions in the semiconductor market;
|
•
|
addition or loss of significant customers;
|
•
|
changes in laws or regulations applicable to our products;
|
•
|
actual or anticipated changes in our growth rate relative to our competitors;
|
•
|
announcements of technological innovations by us or our competitors;
|
•
|
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
additions or departures of key personnel;
|
•
|
competition from existing products or new products that may emerge;
|
•
|
issuance of new or updated research or reports by securities analysts;
|
•
|
fluctuations in the valuation of companies perceived by investors to be comparable to us;
|
•
|
disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain intellectual property protection for our technologies;
|
•
|
the recently completed acquisition of Entropic may not be accretive and may cause dilution to our earnings per shares;
|
•
|
announcement or expectation of additional financing efforts;
|
•
|
sales of our Class A or Class B common stock by us or our stockholders;
|
•
|
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and
|
•
|
general economic and market conditions.
|
•
|
projections of future revenues in the legacy acquired businesses;
|
•
|
the anticipated financial performance of legacy acquired products and products currently in development;
|
•
|
anticipated cost savings and other synergies associated with the acquisitions, including potential revenue synergies;
|
•
|
the amount of goodwill and intangibles that will result from the acquisitions;
|
•
|
certain other purchase accounting adjustments that we have recorded in our financial statements in connection with the acquisitions;
|
•
|
acquisition costs, including restructuring charges and transactions costs payable to our financial, legal, and accounting advisors; and
|
•
|
our ability to maintain, develop, and deepen relationships with customers of the legacy acquired businesses.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit Number
|
|
Exhibit Title
|
10.1+
|
|
Employment Offer Letter, dated December 21, 2015, between the Registrant and Dana McCarty.
|
10.2+
|
|
Employment Promotion Letter, dated February 11, 2016, between the Registrant and Connie Kwong.
|
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
|
+
|
Indicates a management contract or compensatory plan.
|
(*)
|
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.
|
|
|
|
|
MAXLINEAR, INC.
|
||
|
|
|
||||
|
|
|
|
(Registrant)
|
||
|
|
|
|
|||
Date: May 9, 2016
|
|
|
|
By:
|
|
/s/ Adam C. Spice
|
|
|
|
|
|
|
Adam C. Spice
|
|
|
|
|
|
|
Chief Financial Officer and Vice President
(Principal Financial Officer and Duly Authorized Officer)
|
Exhibit Number
|
|
Exhibit Title
|
10.1+
|
|
Employment Offer Letter, dated December 21, 2015, between the Registrant and Dana McCarty.
|
10.2+
|
|
Employment Promotion Letter, dated February 11, 2016, between the Registrant and Connie Kwong.
|
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
|
+
|
Indicates a management contract or compensatory plan.
|
(*)
|
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.
|
1.
|
MaxLinear Mission Statement Initials:_______________
|
2.
|
2016 Benefits Guide Initials:___________________
|
1.
|
I have reviewed this Form 10-Q 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 (the 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: May 9, 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-Q 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 (the 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: May 9, 2016
|
|
/s/ Adam C. Spice
|
|
|
Adam C. Spice
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: May 9
, 2016
|
|
By:
|
/s/ Kishore Seendripu, Ph.D.
|
|
|
Name:
|
Kishore Seendripu, Ph.D.
|
|
|
Title:
|
President and Chief Executive Officer
|
Date: May 9
, 2016
|
|
By:
|
/s/ Adam C. Spice
|
|
|
Name:
|
Adam C. Spice
|
|
|
Title:
|
Chief Financial Officer
|