|
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
|
|
Delaware
|
|
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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þ
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Accelerated filer
|
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¨
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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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Emerging growth 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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Item 2.
|
||
Item 3.
|
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Item 4.
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Part II
|
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Item 1.
|
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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.
|
FINANCIAL STATEMENTS
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
74,059
|
|
|
$
|
71,872
|
|
Short-term restricted cash
|
345
|
|
|
1,476
|
|
||
Accounts receivable, net
|
83,648
|
|
|
66,099
|
|
||
Inventory
|
44,338
|
|
|
53,434
|
|
||
Prepaid expenses and other current assets
|
7,305
|
|
|
8,423
|
|
||
Total current assets
|
209,695
|
|
|
201,304
|
|
||
Long-term restricted cash
|
711
|
|
|
1,064
|
|
||
Property and equipment, net
|
20,886
|
|
|
22,658
|
|
||
Intangible assets, net
|
281,017
|
|
|
315,045
|
|
||
Goodwill
|
238,330
|
|
|
237,992
|
|
||
Deferred tax assets
|
42,995
|
|
|
39,878
|
|
||
Other long-term assets
|
4,732
|
|
|
6,921
|
|
||
Total assets
|
$
|
798,366
|
|
|
$
|
824,862
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
11,894
|
|
|
$
|
16,939
|
|
Deferred revenue and deferred profit
|
—
|
|
|
4,362
|
|
||
Accrued price protection liability
|
20,080
|
|
|
21,571
|
|
||
Accrued expenses and other current liabilities
|
38,165
|
|
|
20,306
|
|
||
Accrued compensation
|
10,021
|
|
|
13,208
|
|
||
Total current liabilities
|
80,160
|
|
|
76,386
|
|
||
Deferred rent
|
4,538
|
|
|
4,885
|
|
||
Long-term debt
|
305,183
|
|
|
347,609
|
|
||
Other long-term liabilities
|
8,564
|
|
|
8,558
|
|
||
Total liabilities
|
398,445
|
|
|
437,438
|
|
||
|
|
|
|
||||
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, 68,608 shares issued and outstanding at June 30, 2018 and 550,000 shares authorized, 67,400 shares issued and outstanding December 31, 2017, respectively
|
7
|
|
|
7
|
|
||
Additional paid-in capital
|
478,453
|
|
|
455,497
|
|
||
Accumulated other comprehensive income
|
1,624
|
|
|
1,039
|
|
||
Accumulated deficit
|
(80,163
|
)
|
|
(69,119
|
)
|
||
Total stockholders’ equity
|
399,921
|
|
|
387,424
|
|
||
Total liabilities and stockholders’ equity
|
$
|
798,366
|
|
|
$
|
824,862
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net revenue
|
$
|
101,533
|
|
|
$
|
104,175
|
|
|
$
|
212,360
|
|
|
$
|
193,016
|
|
Cost of net revenue
|
45,203
|
|
|
53,071
|
|
|
93,362
|
|
|
88,988
|
|
||||
Gross profit
|
56,330
|
|
|
51,104
|
|
|
118,998
|
|
|
104,028
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
30,211
|
|
|
29,015
|
|
|
61,332
|
|
|
52,893
|
|
||||
Selling, general and administrative
|
24,501
|
|
|
31,338
|
|
|
51,618
|
|
|
49,951
|
|
||||
Restructuring charges
|
1,865
|
|
|
6,546
|
|
|
1,865
|
|
|
6,546
|
|
||||
Total operating expenses
|
56,577
|
|
|
66,899
|
|
|
114,815
|
|
|
109,390
|
|
||||
Income (loss) from operations
|
(247
|
)
|
|
(15,795
|
)
|
|
4,183
|
|
|
(5,362
|
)
|
||||
Interest income
|
19
|
|
|
64
|
|
|
37
|
|
|
259
|
|
||||
Interest expense
|
(3,694
|
)
|
|
(2,201
|
)
|
|
(7,588
|
)
|
|
(2,201
|
)
|
||||
Other income (expense), net
|
725
|
|
|
(618
|
)
|
|
154
|
|
|
(762
|
)
|
||||
Total interest and other income (expense), net
|
(2,950
|
)
|
|
(2,755
|
)
|
|
(7,397
|
)
|
|
(2,704
|
)
|
||||
Loss before income taxes
|
(3,197
|
)
|
|
(18,550
|
)
|
|
(3,214
|
)
|
|
(8,066
|
)
|
||||
Income tax provision (benefit)
|
11,225
|
|
|
(29,515
|
)
|
|
9,361
|
|
|
(27,494
|
)
|
||||
Net income (loss)
|
$
|
(14,422
|
)
|
|
$
|
10,965
|
|
|
$
|
(12,575
|
)
|
|
$
|
19,428
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.21
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.30
|
|
Diluted
|
$
|
(0.21
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.28
|
|
Shares used to compute net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
68,335
|
|
|
65,889
|
|
|
68,008
|
|
|
65,564
|
|
||||
Diluted
|
68,335
|
|
|
69,645
|
|
|
68,008
|
|
|
69,398
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss)
|
$
|
(14,422
|
)
|
|
$
|
10,965
|
|
|
$
|
(12,575
|
)
|
|
$
|
19,428
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on investments, net of tax of $0 for the three and six months ended June 30, 2018 and 2017
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(55
|
)
|
||||
Less: Reclassification adjustments of unrealized gain (loss), net of tax of $0 for the three and six months ended June 30, 2018 and 2017
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
||||
Unrealized gain on investments, net of tax
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation adjustments, net of tax benefit of $128 and $157 for the three and six months ended June 30, 2018 and $55 for the three and six months ended June 30, 2017, respectively
|
(1,173
|
)
|
|
554
|
|
|
(780
|
)
|
|
924
|
|
||||
Unrealized gain on interest rate swap, net of tax of $175 and $363 for the three months and six months ended June 30, 2018, respectively and $0 for the three and six months ended June 30, 2017
|
169
|
|
|
—
|
|
|
1,365
|
|
|
—
|
|
||||
Other comprehensive income (loss)
|
(1,004
|
)
|
|
571
|
|
|
585
|
|
|
924
|
|
||||
Total comprehensive income (loss)
|
$
|
(15,426
|
)
|
|
$
|
11,536
|
|
|
$
|
(11,990
|
)
|
|
$
|
20,352
|
|
|
Six Months Ended June 30,
|
||||||
2018
|
|
2017
|
|||||
Operating Activities
|
|
|
|
||||
Net income (loss)
|
$
|
(12,575
|
)
|
|
$
|
19,428
|
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
||||
Amortization and depreciation
|
40,135
|
|
|
25,160
|
|
||
Provision for losses on accounts receivable
|
—
|
|
|
87
|
|
||
Accretion of investment discount
|
—
|
|
|
(60
|
)
|
||
Amortization of inventory step-up
|
—
|
|
|
5,635
|
|
||
Amortization of debt issuance costs and discount
|
574
|
|
|
175
|
|
||
Stock-based compensation
|
15,782
|
|
|
17,102
|
|
||
Deferred income taxes
|
(3,621
|
)
|
|
(53,142
|
)
|
||
Gain on disposal of property and equipment
|
—
|
|
|
(85
|
)
|
||
Loss on sale of available-for-sale securities
|
—
|
|
|
38
|
|
||
(Gain) loss on foreign currency
|
(357
|
)
|
|
682
|
|
||
Excess tax benefits on stock-based awards
|
(1,115
|
)
|
|
(3,290
|
)
|
||
Impairment of leasehold improvements
|
700
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(17,554
|
)
|
|
(20,932
|
)
|
||
Inventory
|
9,096
|
|
|
(7,391
|
)
|
||
Prepaid expenses and other assets
|
3,216
|
|
|
5,210
|
|
||
Accounts payable, accrued expenses and other current liabilities
|
11,119
|
|
|
15,562
|
|
||
Accrued compensation
|
3,903
|
|
|
(1,282
|
)
|
||
Deferred revenue and deferred profit
|
(138
|
)
|
|
7,326
|
|
||
Accrued price protection liability
|
(1,491
|
)
|
|
9,447
|
|
||
Other long-term liabilities
|
121
|
|
|
(4,088
|
)
|
||
Net cash provided by operating activities
|
47,795
|
|
|
15,582
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Purchases of property and equipment
|
(4,804
|
)
|
|
(1,898
|
)
|
||
Purchases of intangible assets
|
—
|
|
|
(5,325
|
)
|
||
Cash used in acquisitions, net of cash acquired
|
—
|
|
|
(473,304
|
)
|
||
Purchases of available-for-sale securities
|
—
|
|
|
(30,577
|
)
|
||
Maturities of available-for-sale securities
|
—
|
|
|
84,546
|
|
||
Net cash used in investing activities
|
(4,804
|
)
|
|
(426,558
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
||||
Net proceeds from the issuance of debt
|
—
|
|
|
416,846
|
|
||
Repayment of debt
|
(43,000
|
)
|
|
—
|
|
||
Repurchases of common stock
|
—
|
|
|
(334
|
)
|
||
Net proceeds from issuance of common stock
|
4,016
|
|
|
8,018
|
|
||
Minimum tax withholding paid on behalf of employees for restricted stock units
|
(3,839
|
)
|
|
(8,399
|
)
|
||
Net cash provided by (used in) financing activities
|
(42,823
|
)
|
|
416,131
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
535
|
|
|
2,040
|
|
||
Increase in cash, cash equivalents and restricted cash
|
703
|
|
|
7,195
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
74,412
|
|
|
82,896
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
75,115
|
|
|
$
|
90,091
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
7,145
|
|
|
$
|
1,277
|
|
Cash paid for income taxes
|
$
|
1,093
|
|
|
$
|
4,452
|
|
|
|
|
|
||||
Supplemental disclosures of non-cash activities:
|
|
|
|
||||
Issuance of restricted stock units to Physpeed continuing employees
|
$
|
—
|
|
|
$
|
818
|
|
Issuance of accrued share-based bonus plan
|
$
|
6,997
|
|
|
$
|
3,314
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
|
|
Amounts under Legacy GAAP
|
|
Impact of Adoption
|
|
As reported
|
|
Amounts under Legacy GAAP
|
|
Impact of Adoption
|
|
As reported
|
||||||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||||||
Consolidated statements of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenue
|
|
$
|
103,888
|
|
|
$
|
(2,355
|
)
|
|
$
|
101,533
|
|
|
$
|
201,369
|
|
|
$
|
10,991
|
|
|
$
|
212,360
|
|
Cost of net revenue
|
|
46,608
|
|
|
(1,405
|
)
|
|
45,203
|
|
|
89,600
|
|
|
3,762
|
|
|
93,362
|
|
||||||
Gross profit
|
|
57,280
|
|
|
(950
|
)
|
|
56,330
|
|
|
111,769
|
|
|
7,229
|
|
|
118,998
|
|
||||||
Income (loss) from operations
|
|
703
|
|
|
(950
|
)
|
|
(247
|
)
|
|
(3,046
|
)
|
|
7,229
|
|
|
4,183
|
|
||||||
Loss before income taxes
|
|
(2,247
|
)
|
|
(950
|
)
|
|
(3,197
|
)
|
|
(10,443
|
)
|
|
7,229
|
|
|
(3,214
|
)
|
||||||
Income tax provision
|
|
11,425
|
|
|
(200
|
)
|
|
11,225
|
|
|
7,843
|
|
|
1,518
|
|
|
9,361
|
|
||||||
Net loss
|
|
(13,672
|
)
|
|
(750
|
)
|
|
(14,422
|
)
|
|
(18,286
|
)
|
|
5,711
|
|
|
(12,575
|
)
|
||||||
Basic loss per share
|
|
(0.20
|
)
|
|
(0.01
|
)
|
|
(0.21
|
)
|
|
(0.27
|
)
|
|
0.09
|
|
|
(0.18
|
)
|
||||||
Diluted loss per share
|
|
(0.20
|
)
|
|
(0.01
|
)
|
|
(0.21
|
)
|
|
(0.27
|
)
|
|
0.09
|
|
|
(0.18
|
)
|
|
|
June 30, 2018
|
||||||||||
|
|
Amounts under Legacy GAAP
|
|
Impact of Adoption
|
|
As reported
|
||||||
|
|
(in thousands)
|
||||||||||
Consolidated balance sheet:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
$
|
83,648
|
|
|
$
|
—
|
|
|
$
|
83,648
|
|
Inventory
|
|
44,072
|
|
|
266
|
|
|
44,338
|
|
|||
Total current assets
|
|
209,429
|
|
|
266
|
|
|
209,695
|
|
|||
Total assets
|
|
798,100
|
|
|
266
|
|
|
798,366
|
|
|||
Deferred revenue and deferred profit
|
|
15,869
|
|
|
(15,869
|
)
|
|
—
|
|
|||
Accrued expenses and other current liabilities
|
|
29,375
|
|
|
8,790
|
|
|
38,165
|
|
|||
Total current liabilities
|
|
87,239
|
|
|
(7,079
|
)
|
|
80,160
|
|
|||
Total liabilities
|
|
405,524
|
|
|
(7,079
|
)
|
|
398,445
|
|
|||
Accumulated deficit
|
|
(87,508
|
)
|
|
7,345
|
|
|
(80,163
|
)
|
|||
Total stockholders' equity
|
|
392,576
|
|
|
7,345
|
|
|
399,921
|
|
|||
Total liabilities and stockholders' equity
|
|
798,100
|
|
|
266
|
|
|
798,366
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(14,422
|
)
|
|
$
|
10,965
|
|
|
$
|
(12,575
|
)
|
|
$
|
19,428
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding—basic
|
68,335
|
|
|
65,889
|
|
|
68,008
|
|
|
65,564
|
|
||||
Dilutive common stock equivalents
|
—
|
|
|
3,756
|
|
|
—
|
|
|
3,834
|
|
||||
Weighted average common shares outstanding—diluted
|
68,335
|
|
|
69,645
|
|
|
68,008
|
|
|
69,398
|
|
||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.21
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.30
|
|
Diluted
|
$
|
(0.21
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.28
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
|
Amount
|
||
|
|
|
||
Cash
(1)
|
|
$
|
688,114
|
|
Fair value of vested stock-based awards assumed
(2)
|
|
4,613
|
|
|
Total
|
|
$
|
692,727
|
|
(1)
|
Cash consideration paid includes
51,953,635
shares ultimately tendered at
$13.00
per share, or an aggregate total of
$675.4 million
, plus
$12.7 million
of cash paid to settle certain outstanding stock-based awards which were not assumed by MaxLinear in the merger.
|
(2)
|
MaxLinear assumed certain of Exar's outstanding stock-based awards as part of the merger, and estimated the fair value of such assumed stock-based awards. The portion allocated to purchase price consideration represents the vested assumed stock-based awards. The fair value of the MaxLinear equivalent stock options included in stock-based awards assumed was estimated using the Black-Scholes valuation model utilizing certain assumptions. Such assumptions are based on MaxLinear’s best estimates, which impact the fair value of the options calculated under the Black-Scholes methodology and, ultimately, the total consideration recorded for the acquisition.
|
Description
|
Amount
|
||
Purchase price allocation:
|
|
||
Cash
|
$
|
235,810
|
|
Accounts receivable
|
11,363
|
|
|
Inventory
|
48,536
|
|
|
Prepaid and other current assets
|
2,288
|
|
|
Property and equipment
|
3,442
|
|
|
Identifiable intangible assets
|
249,500
|
|
|
Deferred tax assets
|
7,955
|
|
|
Other assets
|
5,434
|
|
|
Accounts payable
|
(12,385
|
)
|
|
Accrued expenses and other current liabilities
|
(11,264
|
)
|
|
Accrued compensation
|
(5,253
|
)
|
|
Other long-term liabilities
|
(3,030
|
)
|
|
Identifiable net assets acquired
|
532,396
|
|
|
Goodwill
|
160,331
|
|
|
Total purchase price
|
$
|
692,727
|
|
|
|
Estimated Useful Life (in years)
|
|
Fair Value (in thousands)
|
||
Developed technology
|
|
7.0
|
|
$
|
120,900
|
|
Trademarks and tradenames
|
|
6.0
|
|
12,100
|
|
|
Customer-related intangible
|
|
5.0
|
|
96,300
|
|
|
Product backlog
|
|
0.5
|
|
3,600
|
|
|
Finite-lived intangible assets
|
|
6.0
|
|
232,900
|
|
|
In-process research and development
|
|
N/A
|
|
16,600
|
|
|
Total intangible assets
|
|
|
|
$
|
249,500
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Employee separation expenses
|
$
|
271
|
|
|
$
|
5,996
|
|
|
$
|
271
|
|
|
$
|
5,996
|
|
Lease related charges
|
1,594
|
|
|
550
|
|
|
1,594
|
|
|
550
|
|
||||
|
$
|
1,865
|
|
|
$
|
6,546
|
|
|
$
|
1,865
|
|
|
$
|
6,546
|
|
|
Employee Separation Expenses
|
|
Lease Related Charges
|
|
Other
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance as of December 31, 2017
|
$
|
239
|
|
|
$
|
2,693
|
|
|
$
|
107
|
|
|
$
|
3,039
|
|
Restructuring charges
|
271
|
|
|
1,594
|
|
|
—
|
|
|
1,865
|
|
||||
Cash payments
|
(420
|
)
|
|
(1,033
|
)
|
|
—
|
|
|
(1,453
|
)
|
||||
Non-cash items
|
(16
|
)
|
|
(762
|
)
|
|
(70
|
)
|
|
(848
|
)
|
||||
Balance as of June 30, 2018
|
$
|
74
|
|
|
$
|
2,492
|
|
|
$
|
37
|
|
|
$
|
2,603
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
Carrying Amount
|
||
|
(in thousands)
|
||
Balance as of December 31, 2017
|
$
|
237,992
|
|
Adjustments
|
338
|
|
|
Balance as of June 30, 2018
|
$
|
238,330
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Weighted
Average
Useful Life
(in Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||
Licensed technology
|
3.7
|
|
$
|
2,070
|
|
|
$
|
(860
|
)
|
|
$
|
1,210
|
|
|
$
|
2,070
|
|
|
$
|
(575
|
)
|
|
$
|
1,495
|
|
Developed technology
|
6.9
|
|
241,561
|
|
|
(57,189
|
)
|
|
184,372
|
|
|
241,561
|
|
|
(39,252
|
)
|
|
202,309
|
|
||||||
Trademarks and trade names
|
6.1
|
|
13,800
|
|
|
(3,122
|
)
|
|
10,678
|
|
|
13,800
|
|
|
(1,992
|
)
|
|
11,808
|
|
||||||
Customer relationships
|
4.6
|
|
121,100
|
|
|
(41,154
|
)
|
|
79,946
|
|
|
121,100
|
|
|
(26,661
|
)
|
|
94,439
|
|
||||||
Non-compete covenants
|
3.0
|
|
1,100
|
|
|
(689
|
)
|
|
411
|
|
|
1,100
|
|
|
(506
|
)
|
|
594
|
|
||||||
|
6.1
|
|
$
|
379,631
|
|
|
$
|
(103,014
|
)
|
|
$
|
276,617
|
|
|
$
|
379,631
|
|
|
$
|
(68,986
|
)
|
|
$
|
310,645
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Cost of net revenue
|
$
|
8,978
|
|
|
$
|
6,260
|
|
|
$
|
17,956
|
|
|
$
|
8,944
|
|
Research and development
|
42
|
|
|
138
|
|
|
84
|
|
|
275
|
|
||||
Selling, general and administrative
|
7,994
|
|
|
8,262
|
|
|
15,988
|
|
|
10,143
|
|
||||
|
$
|
17,014
|
|
|
$
|
14,660
|
|
|
$
|
34,028
|
|
|
$
|
19,362
|
|
|
Carrying Amount
|
||
|
(in thousands)
|
||
Balance as of December 31, 2017
|
$
|
310,645
|
|
Amortization
|
(34,028
|
)
|
|
Balance as of June 30, 2018
|
$
|
276,617
|
|
|
Amount
|
||
|
(in thousands)
|
||
2018 (6 months)
|
$
|
34,013
|
|
2019
|
57,191
|
|
|
2020
|
56,325
|
|
|
2021
|
55,542
|
|
|
2022
|
38,012
|
|
|
Thereafter
|
35,534
|
|
|
Total
|
$
|
276,617
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Assets
|
|
|
|
||||
Interest rate swap
|
$
|
2,462
|
|
|
$
|
734
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Balance
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(in thousands)
|
||||||||||||||
Interest rate swap, June 30, 2018
|
$
|
2,462
|
|
|
$
|
—
|
|
|
$
|
2,462
|
|
|
$
|
—
|
|
Interest rate swap, December 31, 2017
|
$
|
734
|
|
|
$
|
—
|
|
|
$
|
734
|
|
|
$
|
—
|
|
|
Six Months Ended
|
||||||
|
June 30,
2018 |
|
June 30,
2017 |
||||
|
(in thousands)
|
||||||
Interest rate swap asset
|
|
|
|
||||
Beginning balance
|
$
|
734
|
|
|
$
|
—
|
|
Unrealized gain included in other comprehensive income
|
1,728
|
|
|
—
|
|
||
Ending balance
|
$
|
2,462
|
|
|
$
|
—
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
74,059
|
|
|
$
|
71,872
|
|
Short-term restricted cash
|
345
|
|
|
1,476
|
|
||
Long-term restricted cash
|
711
|
|
|
1,064
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
75,115
|
|
|
$
|
74,412
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Work-in-process
|
$
|
17,497
|
|
|
$
|
21,823
|
|
Finished goods
|
26,841
|
|
|
31,611
|
|
||
|
$
|
44,338
|
|
|
$
|
53,434
|
|
|
Useful Life
(in Years) |
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
|
|
(in thousands)
|
||||||
Furniture and fixtures
|
5
|
|
$
|
2,265
|
|
|
$
|
2,105
|
|
Machinery and equipment
|
3-5
|
|
34,975
|
|
|
33,462
|
|
||
Masks and production equipment
|
2
|
|
11,822
|
|
|
11,470
|
|
||
Software
|
3
|
|
4,854
|
|
|
4,695
|
|
||
Leasehold improvements
|
1-5
|
|
15,716
|
|
|
14,340
|
|
||
Construction in progress
|
N/A
|
|
1,061
|
|
|
639
|
|
||
|
|
|
70,693
|
|
|
66,711
|
|
||
Less accumulated depreciation and amortization
|
|
|
(49,807
|
)
|
|
(44,053
|
)
|
||
|
|
|
$
|
20,886
|
|
|
$
|
22,658
|
|
|
June 30, 2018
|
|
December 31, 2017
(1)
|
||||
|
(in thousands)
|
||||||
Deferred revenue—rebates
|
$
|
—
|
|
|
$
|
156
|
|
Deferred revenue—distributor transactions
|
—
|
|
|
5,341
|
|
||
Deferred cost of net revenue—distributor transactions
|
—
|
|
|
(1,135
|
)
|
||
|
$
|
—
|
|
|
$
|
4,362
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
21,571
|
|
|
$
|
15,176
|
|
Charged as a reduction of revenue
|
20,136
|
|
|
23,445
|
|
||
Reversal of unclaimed rebates
|
(2,408
|
)
|
|
(40
|
)
|
||
Payments
|
(19,219
|
)
|
|
(13,958
|
)
|
||
Ending balance
|
$
|
20,080
|
|
|
$
|
24,623
|
|
|
June 30, 2018
|
|
December 31, 2017
(1)
|
||||
|
(in thousands)
|
||||||
Accrued technology license payments
|
$
|
4,500
|
|
|
$
|
4,500
|
|
Accrued professional fees
|
1,166
|
|
|
1,497
|
|
||
Accrued engineering and production costs
|
626
|
|
|
2,378
|
|
||
Accrued restructuring
|
2,603
|
|
|
3,039
|
|
||
Accrued royalty
|
1,075
|
|
|
1,206
|
|
||
Accrued leases—other
|
1,153
|
|
|
1,105
|
|
||
Accrued customer credits
|
3,108
|
|
|
2,667
|
|
||
Income tax liability
|
9,100
|
|
|
—
|
|
||
Customer contract liabilities
|
145
|
|
|
—
|
|
||
Accrued obligations to customers for price adjustments
|
8,331
|
|
|
—
|
|
||
Accrued obligations to customers for stock rotation rights
|
1,573
|
|
|
—
|
|
||
Other
|
4,785
|
|
|
3,914
|
|
||
|
$
|
38,165
|
|
|
$
|
20,306
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Principal
|
$
|
312,000
|
|
|
$
|
355,000
|
|
Less:
|
|
|
|
||||
Unamortized debt discount
|
(1,780
|
)
|
|
(1,930
|
)
|
||
Unamortized debt issuance costs
|
(5,037
|
)
|
|
(5,461
|
)
|
||
Net carrying amount of long-term debt
|
305,183
|
|
|
347,609
|
|
||
Less: current portion of long-term debt
|
—
|
|
|
—
|
|
||
Long-term debt, non-current portion
|
$
|
305,183
|
|
|
$
|
347,609
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Cost of net revenue
|
$
|
120
|
|
|
$
|
79
|
|
|
$
|
226
|
|
|
$
|
138
|
|
Research and development
|
4,454
|
|
|
4,011
|
|
|
8,828
|
|
|
7,504
|
|
||||
Selling, general and administrative
|
2,735
|
|
|
3,024
|
|
|
6,728
|
|
|
4,946
|
|
||||
Restructuring
|
—
|
|
|
4,514
|
|
|
—
|
|
|
4,514
|
|
||||
|
$
|
7,309
|
|
|
$
|
11,628
|
|
|
$
|
15,782
|
|
|
$
|
17,102
|
|
|
Number of Shares
(in thousands)
|
|
Weighted-Average Grant-Date Fair Value per Share
|
|||
Outstanding at December 31, 2017
|
3,183
|
|
|
$
|
20.13
|
|
Granted
|
1,979
|
|
|
19.70
|
|
|
Vested
|
(987
|
)
|
|
18.73
|
|
|
Canceled
|
(307
|
)
|
|
20.86
|
|
|
Outstanding at June 30, 2018
|
3,868
|
|
|
20.23
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
Six Months Ended
|
||
|
June 30, 2018
|
||
Weighted-average grant date fair value per share
|
$
|
5.37
|
|
Risk-free interest rate
|
2.09
|
%
|
|
Dividend yield
|
—
|
%
|
|
Expected life (in years)
|
0.50
|
|
|
Volatility
|
46.00
|
%
|
|
Number of Options
(in thousands)
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Contractual Term (in years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding at December 31, 2017
|
3,069
|
|
|
$
|
8.95
|
|
|
|
|
|
||
Exercised
|
(272
|
)
|
|
7.73
|
|
|
|
|
|
|||
Canceled
|
(33
|
)
|
|
14.83
|
|
|
|
|
|
|||
Outstanding at June 30, 2018
|
2,764
|
|
|
$
|
9.00
|
|
|
2.09
|
|
$
|
19,932
|
|
Vested and expected to vest at June 30, 2018
|
2,738
|
|
|
$
|
8.93
|
|
|
2.06
|
|
$
|
19,902
|
|
Exercisable at June 30, 2018
|
2,484
|
|
|
$
|
8.25
|
|
|
1.79
|
|
$
|
19,479
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Percentage of total net revenue
|
|
|
|
|
|
|
|
||||
Customer A
|
28
|
%
|
|
26
|
%
|
|
27
|
%
|
|
29
|
%
|
|
June 30,
|
|
December 31,
|
||
|
2018
|
|
2017
|
||
Percentage of gross accounts receivable
|
|
|
|
||
Customer A
|
23
|
%
|
|
*
|
|
Customer B
|
*
|
|
|
17
|
%
|
Customer C
|
*
|
|
|
10
|
%
|
*
|
Represents less than 10% of the gross accounts receivable as of the respective period end.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Vendor A
|
23
|
%
|
|
19
|
%
|
|
22
|
%
|
|
21
|
%
|
Vendor B
|
15
|
%
|
|
16
|
%
|
|
17
|
%
|
|
18
|
%
|
Vendor C
|
*
|
|
|
20
|
%
|
|
*
|
|
|
18
|
%
|
Vendor D
|
15
|
%
|
|
15
|
%
|
|
16
|
%
|
|
13
|
%
|
Vendor E
|
12
|
%
|
|
10
|
%
|
|
13
|
%
|
|
13
|
%
|
*
|
Represents less than 10% of the inventory purchases for the respective period.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
Amount
|
|
% of total net revenue
|
|
Amount
|
|
% of total net revenue
|
|
Amount
|
|
% of total net revenue
|
|
Amount
|
|
% of total net revenue
|
||||||||||||
Asia
|
$
|
87,289
|
|
|
86
|
%
|
|
$
|
94,823
|
|
|
91
|
%
|
|
$
|
172,103
|
|
|
81
|
%
|
|
$
|
179,131
|
|
|
93
|
%
|
United States
|
4,636
|
|
|
5
|
%
|
|
2,095
|
|
|
2
|
%
|
|
9,831
|
|
|
5
|
%
|
|
2,240
|
|
|
1
|
%
|
||||
Rest of world
|
9,608
|
|
|
9
|
%
|
|
7,257
|
|
|
7
|
%
|
|
30,426
|
|
|
14
|
%
|
|
11,645
|
|
|
6
|
%
|
||||
Total
|
$
|
101,533
|
|
|
100
|
%
|
|
$
|
104,175
|
|
|
100
|
%
|
|
$
|
212,360
|
|
|
100
|
%
|
|
$
|
193,016
|
|
|
100
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Percentage of total net revenue
|
|
|
|
|
|
|
|
||||
China
|
65
|
%
|
|
73
|
%
|
|
63
|
%
|
|
75
|
%
|
|
June 30,
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
||||||||||
|
Amount
|
|
% of total
|
|
Amount
|
|
% of total
|
||||||
United States
|
$
|
455,523
|
|
|
84
|
%
|
|
$
|
481,638
|
|
|
84
|
%
|
Singapore
|
82,023
|
|
|
15
|
%
|
|
92,414
|
|
|
16
|
%
|
||
Rest of world
|
2,687
|
|
|
—
|
%
|
|
1,643
|
|
|
—
|
%
|
||
Total
|
$
|
540,233
|
|
|
100
|
%
|
|
$
|
575,695
|
|
|
100
|
%
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2018
|
|
2017
(1)
|
|
2018
|
|
2017
|
||||||||
|
|
|
|||||||||||||
Connected home
|
$
|
56,517
|
|
|
$
|
79,214
|
|
|
$
|
122,175
|
|
|
$
|
156,454
|
|
% of net revenue
|
56
|
%
|
|
76
|
%
|
|
58
|
%
|
|
81
|
%
|
||||
Infrastructure
|
19,485
|
|
|
15,418
|
|
|
39,975
|
|
|
26,952
|
|
||||
% of net revenue
|
19
|
%
|
|
15
|
%
|
|
19
|
%
|
|
14
|
%
|
||||
Industrial and multi-market
|
25,531
|
|
|
9,543
|
|
|
50,210
|
|
|
9,610
|
|
||||
% of net revenue
|
25
|
%
|
|
9
|
%
|
|
24
|
%
|
|
5
|
%
|
||||
Total net revenue
|
$
|
101,533
|
|
|
$
|
104,175
|
|
|
$
|
212,360
|
|
|
$
|
193,016
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
|
Operating Leases
|
|
Inventory Purchase Obligations
|
|
Other Obligations
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
2018 (6 months)
|
$
|
4,532
|
|
|
$
|
45,140
|
|
|
$
|
3,776
|
|
|
$
|
53,448
|
|
2019
|
9,188
|
|
|
—
|
|
|
7,761
|
|
|
16,949
|
|
||||
2020
|
9,366
|
|
|
—
|
|
|
3,781
|
|
|
13,147
|
|
||||
2021
|
9,169
|
|
|
—
|
|
|
30
|
|
|
9,199
|
|
||||
2022
|
5,037
|
|
|
—
|
|
|
—
|
|
|
5,037
|
|
||||
Thereafter
|
786
|
|
|
—
|
|
|
—
|
|
|
786
|
|
||||
Total minimum payments
|
$
|
38,078
|
|
|
$
|
45,140
|
|
|
$
|
15,348
|
|
|
$
|
98,566
|
|
|
Amount
|
||
|
(in thousands)
|
||
2018 (6 months)
|
$
|
1,456
|
|
2019
|
3,604
|
|
|
2020
|
4,088
|
|
|
2021
|
4,152
|
|
|
2022
|
879
|
|
|
Thereafter
|
352
|
|
|
Total minimum rental income
|
$
|
14,531
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
MAXLINEAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
|
|
Amounts under Legacy GAAP
|
|
Impact of Adoption
|
|
As reported
|
|
Amounts under Legacy GAAP
|
|
Impact of Adoption
|
|
As reported
|
||||||||||||
Consolidated statement of operations:
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||||||
Net revenue
|
|
$
|
103,888
|
|
|
$
|
(2,355
|
)
|
|
$
|
101,533
|
|
|
$
|
201,369
|
|
|
$
|
10,991
|
|
|
$
|
212,360
|
|
Cost of net revenue
|
|
46,608
|
|
|
(1,405
|
)
|
|
45,203
|
|
|
89,600
|
|
|
3,762
|
|
|
93,362
|
|
||||||
Gross profit
|
|
57,280
|
|
|
(950
|
)
|
|
56,330
|
|
|
111,769
|
|
|
7,229
|
|
|
118,998
|
|
||||||
Income (loss) from operations
|
|
703
|
|
|
(950
|
)
|
|
(247
|
)
|
|
(3,046
|
)
|
|
7,229
|
|
|
4,183
|
|
||||||
Loss before income taxes
|
|
(2,247
|
)
|
|
(950
|
)
|
|
(3,197
|
)
|
|
(10,443
|
)
|
|
7,229
|
|
|
(3,214
|
)
|
||||||
Income tax provision
|
|
11,425
|
|
|
(200
|
)
|
|
11,225
|
|
|
7,843
|
|
|
1,518
|
|
|
9,361
|
|
||||||
Net loss
|
|
(13,672
|
)
|
|
(750
|
)
|
|
(14,422
|
)
|
|
(18,286
|
)
|
|
5,711
|
|
|
(12,575
|
)
|
||||||
Basic loss per share
|
|
(0.20
|
)
|
|
(0.01
|
)
|
|
(0.21
|
)
|
|
(0.27
|
)
|
|
0.09
|
|
|
(0.18
|
)
|
||||||
Diluted loss per share
|
|
(0.20
|
)
|
|
(0.01
|
)
|
|
(0.21
|
)
|
|
(0.27
|
)
|
|
0.09
|
|
|
(0.18
|
)
|
|
|
June 30, 2018
|
||||||||||
|
|
Amounts under Legacy GAAP
|
|
Impact of Adoption
|
|
As reported
|
||||||
|
|
(in thousands)
|
||||||||||
Consolidated balance sheet:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
$
|
83,648
|
|
|
$
|
—
|
|
|
$
|
83,648
|
|
Inventory
|
|
44,072
|
|
|
266
|
|
|
44,338
|
|
|||
Total current assets
|
|
209,429
|
|
|
266
|
|
|
209,695
|
|
|||
Total assets
|
|
798,100
|
|
|
266
|
|
|
798,366
|
|
|||
Deferred revenue and deferred profit
|
|
15,869
|
|
|
(15,869
|
)
|
|
—
|
|
|||
Accrued liabilities and other current liabilities
|
|
29,375
|
|
|
8,790
|
|
|
38,165
|
|
|||
Total current liabilities
|
|
87,239
|
|
|
(7,079
|
)
|
|
80,160
|
|
|||
Total liabilities
|
|
405,524
|
|
|
(7,079
|
)
|
|
398,445
|
|
|||
Accumulated deficit
|
|
(87,508
|
)
|
|
7,345
|
|
|
(80,163
|
)
|
|||
Total stockholders' equity
|
|
392,576
|
|
|
7,345
|
|
|
399,921
|
|
|||
Total liabilities and stockholders' equity
|
|
798,100
|
|
|
266
|
|
|
798,366
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Net revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of net revenue
|
45
|
|
|
51
|
|
|
44
|
|
|
46
|
|
Gross profit
|
55
|
|
|
49
|
|
|
56
|
|
|
54
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Research and development
|
30
|
|
|
28
|
|
|
29
|
|
|
27
|
|
Selling, general and administrative
|
24
|
|
|
30
|
|
|
24
|
|
|
26
|
|
Restructuring charges
|
2
|
|
|
6
|
|
|
1
|
|
|
3
|
|
Total operating expenses
|
56
|
|
|
64
|
|
|
54
|
|
|
57
|
|
Income (loss) from operations
|
(1
|
)
|
|
(15
|
)
|
|
2
|
|
|
(3
|
)
|
Interest and other expense, net
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
Loss before income taxes
|
(3
|
)
|
|
(18
|
)
|
|
(2
|
)
|
|
(4
|
)
|
Income tax provision (benefit)
|
11
|
|
|
(28
|
)
|
|
4
|
|
|
(14
|
)
|
Net income (loss)
|
(14
|
)%
|
|
11
|
%
|
|
(6
|
)%
|
|
10
|
%
|
|
Three months ended
|
|
|
|
|
|
Six months ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
|
|
|
|
June 30,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
(1)
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
(1)
|
|
$ Change
|
|
% Change
|
||||||||||||||
|
(dollars in thousands)
|
|
|
|
(dollars in thousands)
|
|
|
||||||||||||||||||||||
Connected home
|
$
|
56,517
|
|
|
$
|
79,214
|
|
|
$
|
(22,697
|
)
|
|
(29
|
)%
|
|
$
|
122,175
|
|
|
$
|
156,454
|
|
|
$
|
(34,279
|
)
|
|
(22
|
)%
|
% of net revenue
|
56
|
%
|
|
76
|
%
|
|
|
|
|
|
58
|
%
|
|
81
|
%
|
|
|
|
|
||||||||||
Infrastructure
|
19,485
|
|
|
15,418
|
|
|
4,067
|
|
|
26
|
%
|
|
39,975
|
|
|
26,952
|
|
|
13,023
|
|
|
48
|
%
|
||||||
% of net revenue
|
19
|
%
|
|
15
|
%
|
|
|
|
|
|
19
|
%
|
|
14
|
%
|
|
|
|
|
||||||||||
Industrial and multi-market
|
25,531
|
|
|
9,543
|
|
|
15,988
|
|
|
168
|
%
|
|
50,210
|
|
|
9,610
|
|
|
40,600
|
|
|
422
|
%
|
||||||
% of net revenue
|
25
|
%
|
|
9
|
%
|
|
|
|
|
|
24
|
%
|
|
5
|
%
|
|
|
|
|
||||||||||
Total net revenue
|
$
|
101,533
|
|
|
$
|
104,175
|
|
|
$
|
(2,642
|
)
|
|
(3
|
%)
|
|
$
|
212,360
|
|
|
$
|
193,016
|
|
|
$
|
19,344
|
|
|
10
|
%
|
|
Three months ended
|
|
|
|
|
|
Six months ended
|
|
|
|
|
|||||||||||||||||
|
June 30,
|
|
|
|
|
|
June 30,
|
|
|
|
|
|||||||||||||||||
|
2018
|
|
2017
(1)
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
(1)
|
|
$ Change
|
|
% Change
|
|||||||||||||
|
(dollars in thousands)
|
|
|
|
(dollars in thousands)
|
|
|
|||||||||||||||||||||
Cost of net revenue
|
$
|
45,203
|
|
|
$
|
53,071
|
|
|
$
|
(7,868
|
)
|
|
(15
|
)%
|
|
$
|
93,362
|
|
|
$
|
88,988
|
|
|
4,374
|
|
|
5
|
%
|
% of net revenue
|
45
|
%
|
|
51
|
%
|
|
|
|
|
|
44
|
%
|
|
46
|
%
|
|
|
|
|
|||||||||
Gross profit
|
56,330
|
|
|
51,104
|
|
|
5,226
|
|
|
10
|
%
|
|
118,998
|
|
|
104,028
|
|
|
14,970
|
|
|
14
|
%
|
|||||
% of net revenue
|
55
|
%
|
|
49
|
%
|
|
|
|
|
|
56
|
%
|
|
54
|
%
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
Six months ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
|
|
|
|
June 30,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
|
(dollars in thousands)
|
|
|
|
(dollars in thousands)
|
|
|
||||||||||||||||||||||
Research and development
|
$
|
30,211
|
|
|
$
|
29,015
|
|
|
$
|
1,196
|
|
|
4
|
%
|
|
$
|
61,332
|
|
|
$
|
52,893
|
|
|
$
|
8,439
|
|
|
16
|
%
|
% of net revenue
|
30
|
%
|
|
28
|
%
|
|
|
|
|
|
29
|
%
|
|
27
|
%
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
Six months ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
|
|
|
|
June 30,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
|
(dollars in thousands)
|
|
|
|
(dollars in thousands)
|
|
|
||||||||||||||||||||||
Selling, general and administrative
|
$
|
24,501
|
|
|
$
|
31,338
|
|
|
$
|
(6,837
|
)
|
|
(22
|
)%
|
|
$
|
51,618
|
|
|
$
|
49,951
|
|
|
$
|
1,667
|
|
|
3
|
%
|
% of net revenue
|
24
|
%
|
|
30
|
%
|
|
|
|
|
|
24
|
%
|
|
26
|
%
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
Six months ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
|
|
|
|
June 30,
|
|
|
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
|
(dollars in thousands)
|
|
|
|
(dollars in thousands)
|
|
|
||||||||||||||||||||||
Interest and other (expense), net
|
$
|
(2,950
|
)
|
|
$
|
(2,755
|
)
|
|
$
|
(195
|
)
|
|
7
|
%
|
|
$
|
(7,397
|
)
|
|
$
|
(2,704
|
)
|
|
$
|
(4,693
|
)
|
|
174
|
%
|
% of net revenue
|
(3
|
)%
|
|
(3
|
)%
|
|
|
|
|
|
(3
|
)%
|
|
(1
|
)%
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
Six months ended
|
|
|
|
|
|||||||||||||||||
|
June 30,
|
|
|
|
|
|
June 30,
|
|
|
|
|
|||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||||||||
|
(dollars in thousands)
|
|
|
|
(dollars in thousands)
|
|
|
|||||||||||||||||||||
Income tax provision (benefit)
|
$
|
11,225
|
|
|
$
|
(29,515
|
)
|
|
$
|
40,740
|
|
|
(138
|
)%
|
|
$
|
9,361
|
|
|
$
|
(27,494
|
)
|
|
36,855
|
|
|
(134
|
)%
|
% of net revenue
|
11
|
%
|
|
(28
|
)%
|
|
|
|
|
|
4
|
%
|
|
(14
|
)%
|
|
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Working capital
|
$
|
129,535
|
|
|
$
|
124,918
|
|
Cash and cash equivalents
|
$
|
74,059
|
|
|
$
|
71,872
|
|
Short-term restricted cash
|
345
|
|
|
1,476
|
|
||
Long-term restricted cash
|
711
|
|
|
1,064
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
75,115
|
|
|
$
|
74,412
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
47,795
|
|
|
$
|
15,582
|
|
Net cash used in investing activities
|
(4,804
|
)
|
|
(426,558
|
)
|
||
Net cash provided by (used in) financing activities
|
(42,823
|
)
|
|
416,131
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
535
|
|
|
2,040
|
|
||
Increase in cash, cash equivalents and restricted cash
|
$
|
703
|
|
|
$
|
7,195
|
|
|
Payments due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 Years
|
||||||||||
|
(in thousands)
|
|
|
||||||||||||||||
Long-term debt obligations
|
$
|
312,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
312,000
|
|
Operating lease obligations
|
38,078
|
|
|
4,532
|
|
|
18,554
|
|
|
14,206
|
|
|
786
|
|
|||||
Inventory purchase obligations
|
45,140
|
|
|
45,140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other obligations
|
15,348
|
|
|
3,776
|
|
|
11,542
|
|
|
30
|
|
|
—
|
|
|||||
Total
|
$
|
410,566
|
|
|
$
|
53,448
|
|
|
$
|
30,096
|
|
|
$
|
14,236
|
|
|
$
|
312,786
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
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;
|
•
|
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; and
|
•
|
technological changes in our markets could lead to substantial volatility in our revenues based on product transitions, and particularly in our broadband markets, we face risks based on changes in the way consumers are accessing and using broadband and cable services, which could affect operator demand for our products.
|
•
|
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.
|
•
|
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.
|
•
|
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, or our President;
|
•
|
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;
|
•
|
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;
|
•
|
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 acquisitions may not be accretive and may cause dilution to our earnings per shares;
|
•
|
announcement or expectation of additional financing efforts;
|
•
|
sales of our 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 of Exar and the other legacy acquired businesses, particularly given Exar's historical distributor channel focus and dependency;
|
•
|
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;
|
•
|
our capital structure following the acquisitions;
|
•
|
the amount of goodwill and intangibles that resulted from the acquisitions;
|
•
|
certain other purchase accounting adjustments that we have recorded in our financial statements in connection with the acquisitions and any subsequent adjustments as we finalize our purchase price allocation of Exar;
|
•
|
acquisition costs, including restructuring charges and transactions costs that we incurred to our financial, legal, and accounting advisors; and
|
•
|
our ability to maintain, develop, and deepen relationships with customers of Exar and the other legacy acquired businesses.
|
•
|
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 businesses.
|
•
|
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.
|
•
|
our ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements, or other purposes may be limited or financing may be unavailable;
|
•
|
a substantial portion of our cash flows must be dedicated to the payment of principal and interest on our indebtedness and other obligations and will not be available for use in our business;
|
•
|
our level of indebtedness could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;
|
•
|
our high degree of indebtedness will make us more vulnerable to changes in general economic conditions and/or a downturn in our business, thereby making it more difficult for us to satisfy our obligations;
|
•
|
we are subject to a fixed rate of interest as a result of entering into a fixed-for-floating interest rate swap agreement in November 2017 to hedge against the potential that the interest rates applicable to our term loan will increase. Our interest rate under the term loan varies based on a fixed margin over either an adjusted LIBOR or an adjusted base rate. Interest rates, including LIBOR, have recently increased and may continue to increase in future periods. However, interest rate trends are inherently difficult to predict and interest rates may significantly increase or decrease over a short period of time. If interest rates were to decrease substantially, we would pay higher interest expense than market and, as a result, could seek to terminate or modify the terms of the swap prior to its maturity which could result in termination or other fees and the fair value of our interest rate swap may also decrease substantially;
|
•
|
we are also still subject to variable interest rate risk on the principal balance in excess of the notional amount of the interest rate swap because our interest rate under the term loan varies based on a fixed margin over either an adjusted LIBOR or an adjusted base rate. Interest rates, including LIBOR, have recently increased and may continue to increase in future periods. If interest rates were to increase substantially, it would adversely affect our operating results and could affect our ability to service the term loan indebtedness; and
|
•
|
our interest rate swap is accounted for as a cash flow hedge, which allows any changes in fair value of the interest rate swap to be classified in other comprehensive income rather than in earnings so long as the hedge is effective. To maintain our cash flow hedge accounting, we must keep contemporaneous documentation of the hedge, test hedge effectiveness during the term of swap and maintain a certain level of hedge effectiveness. If our hedge is deemed ineffective, we would be required to recognize changes in the fair value of the interest rate swap in earnings, which could adversely affect our operating results.
|
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
|
|
|
+10.2
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1(*)
|
|
|
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:
|
August 7, 2018
|
|
|
|
By:
|
|
/s/ Steven G. Litchfield
|
|
|
|
|
|
|
|
Steven G. Litchfield
|
|
|
|
|
|
|
|
Chief Financial Officer and Chief Corporate Strategy Officer
(Principal Financial Officer and Duly Authorized Officer)
|
Exhibit Number
|
|
Exhibit Title
|
+10.1
|
|
Employment Offer Letter, dated June 7, 2018, between the Registrant and Steven Litchfield.
|
+10.2
|
|
Employment Offer Letter, dated June 27, 2018, between the Registrant and Michael Bollesen.
|
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.
|
|
Sincerely,
|
|
MAXLINEAR, INC.
|
|
|
|
|
|
/s/ Kishore Seendripu
|
|
Kishore Seendripu, Ph.D.
|
|
Chairman of the Board of Directors, Chief
|
|
Executive Officer and President
|
|
|
|
|
|
|
|
|
|
|
Printed Name:
|
|
Steven Litchfield
|
|
|
|
Signature:
|
|
/s/ Steven Litchfield
|
|
|
|
Date:
|
|
6/22/2018
|
|
|
|
Anticipated Start Date:
|
|
7/2/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Duplicate Original Letter
|
2.
|
Exhibit A: Change in Control Agreement for CFO
|
3.
|
Exhibit B: Employment, Confidential Information, Invention Assignment and Arbitration Agreement
|
|
Sincerely,
|
|
MAXLINEAR, INC.
|
|
|
|
|
|
/s/ Kishore Seendripu
|
|
Kishore Seendripu, Ph.D.
|
|
Chairman of the Board of Directors, Chief
|
|
Executive Officer and President
|
|
|
|
|
|
|
|
|
|
|
/s/ Kathi Guiney
|
|
Kathi Guiney
|
|
Vice President, Human Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Printed Name:
|
|
Michael Bolleson
|
|
|
|
Signature:
|
|
/s/ Michael Bolleson
|
|
|
|
Date:
|
|
6/27/2018
|
|
|
|
Anticipated Start Date:
|
|
8/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Duplicate Original Letter
|
2.
|
Exhibit A: Change in Control Agreement
|
3.
|
Exhibit B: Employment, Confidential Information, Invention Assignment and Arbitration Agreement
|
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:
|
August 7, 2018
|
|
/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:
|
August 7, 2018
|
|
/s/ Steven G. Litchfield
|
|
|
|
Steven G. Litchfield
|
|
|
|
Chief Financial Officer and Chief Corporate Strategy Officer
|
|
|
|
(Principal Financial Officer)
|
Date:
|
August 7, 2018
|
|
By:
|
/s/ Kishore Seendripu, Ph.D.
|
|
|
|
Name:
|
Kishore Seendripu, Ph.D.
|
|
|
|
Title:
|
President and Chief Executive Officer
|
Date:
|
August 7, 2018
|
|
By:
|
/s/ Steven G. Litchfield
|
|
|
|
Name:
|
Steven G. Litchfield
|
|
|
|
Title:
|
Chief Financial Officer and Chief Corporate Strategy Officer
|