Maxlinear, Inc 8-K, filed Apr 26, 2023
Maxlinear, Inc (MXL)
8-K
2023-04-26
For: 2023-04-26
View Original
Added on
April 10, 2026
About this 8-K
Maxlinear, Inc filed this 8-K on April 26, 2023.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(760 ) 692-0711
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 26, 2023, MaxLinear, Inc. issued a press release announcing its unaudited financial results for the first quarter ended March 31, 2023. A copy of the press release is furnished as Exhibits 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | April 26, 2023 | MAXLINEAR, INC. | ||||||||||||
| (Registrant) | ||||||||||||||
| By: | /s/ Steven G. Litchfield | |||||||||||||
| Steven G. Litchfield | ||||||||||||||
| Chief Financial Officer and Chief Corporate Strategy Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MaxLinear, Inc. Announces First Quarter 2023 Financial Results
•Net revenue of $248.4 million in Q1, GAAP gross margin of 56.5% and non-GAAP gross margin of 60.3%
•Infrastructure revenue was $46.3 million in Q1, up 46% sequentially and up 40% YoY
Carlsbad, Calif. – April 26, 2023 – MaxLinear, Inc. (Nasdaq: MXL), a leading provider of RF, analog, digital and mixed-signal integrated circuits, today announced financial results for the first quarter ended March 31, 2023.
First Quarter Financial Highlights
GAAP basis:
•Net revenue was $248.4 million, down 15% sequentially and down 6% year-over-year.
•GAAP gross margin was 56.5%, compared to 56.2% in the prior quarter, and 58.6% in the year-ago quarter.
•GAAP operating expenses were $113.0 million in the first quarter 2023, or 45% of net revenue, compared to $122.2 million in the prior quarter, or 42% of net revenue, and $106.5 million in the year-ago quarter, or 40% of net revenue.
•GAAP income from operations was 11% of net revenue, compared to income from operations of 14% of net revenue in the prior quarter, and income from operations of 18% of net revenue in the year-ago quarter.
•Net cash flow provided by operating activities was $42.2 million, compared to net cash flow provided by operating activities of $69.4 million in the prior quarter, and net cash flow provided by operating activities of $134.2 million in the year-ago quarter.
•GAAP diluted earnings per share was $0.12, compared to $0.38 in the prior quarter, and $0.42 in the year-ago quarter.
Non-GAAP basis:
•Non-GAAP gross margin was 60.3%. This compares to 59.6% in the prior quarter, and 62.8% in the year-ago quarter.
•Non-GAAP operating expenses were $80.8 million, or 33% of net revenue, compared to $78.5 million or 27% of net revenue in the prior quarter, and $77.3 million or 29% of net revenue in the year-ago quarter.
•Non-GAAP income from operations was 28% of net revenue, compared to 33% in the prior quarter, and 33% in the year-ago quarter.
•Non-GAAP diluted earnings per share was $0.74, compared to $1.07 in the prior quarter, and $1.00 in the year-ago quarter.
Management Commentary
“In the first quarter, we delivered $248.4 million in revenues, improved our gross margins, and generated strong cash flow from operations of approximately $42 million. Our infrastructure category was strongly up 46% sequentially and 40% year over year, primarily driven by the expanding roll-out of multi-band millimeter wave and microwave 5G wireless backhaul platform solutions. We also continue to work towards the antitrust approval of our pending acquisition of Silicon Motion, and are excited by the future growth prospects of our comprehensive combined product portfolio.
“Even as we navigate a challenging demand environment with fiscal discipline and operational efficiency, our solid execution and innovative product offerings are enabling us to maximize strategic business opportunities across all our end markets. In 2023, we continue to lay important groundwork in Wi-Fi, fiber broadband access gateways, and wireless and optical datacenter network infrastructure, which will be the foundation for our growth later this year and throughout 2024,” commented Kishore Seendripu, Ph.D., Chairman and CEO.
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Second Quarter 2023 Business Outlook
The company expects net revenue in the second quarter of 2023 to be approximately $175 million to $205 million. The Company also estimates the following:
•GAAP gross margin of approximately 54.5% to 57.5%;
•Non-GAAP gross margin of approximately 59.5% to 62.5%;
•GAAP operating expenses of approximately $110 million to $116 million;
•Non-GAAP operating expenses of approximately $79 million to $85 million;
•GAAP and non-GAAP interest and other expenses each approximately $4 million; and
•GAAP and non-GAAP diluted share count of 81.5 million to 82.5 million each.
Webcast and Conference Call
MaxLinear will host its first quarter financial results conference call today, April 26, 2023 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). To access this call, dial US toll free: 1-877-407-3109 / International: 1-201-493-6798. A live webcast of the conference call will be accessible from the investor relations section of the MaxLinear website at https://investors.maxlinear.com, and will be archived and available after the call at https://investors.maxlinear.com until May 10, 2023. A replay of the conference call will also be available until May 10, 2023 by dialing US toll free: 1-877-660-6853 / International: 1-201-612-7415 and Conference ID#: 13737928.
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Cautionary Note Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among others, statements concerning our future financial performance (including specifically our current guidance for second quarter 2024 revenue, and GAAP and non-GAAP gross margins, operating expenses, interest and other expenses, and diluted share counts; statements concerning the Company’s pending merger with Silicon Motion; and statements regarding the Company's potential growth, including potential growth opportunities of our product portfolio and target markets including Wi-Fi, fiber access, wireless and optical infrastructure. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any future results expressed or implied by the forward-looking statements and our future financial performance and operating results forecasts generally. Forward-looking statements are based on management’s current, preliminary expectations and are subject to various risks and uncertainties. In particular, our future operating results are substantially dependent on our assumptions about market trends and conditions. Additional risks and uncertainties affecting our business, future operating results and financial condition include, without limitation, risks relating to our proposed merger with Silicon Motion and the risks related to increased indebtedness; the effect of intense and increasing competition; impacts of a global economic downturn and high inflation; the cyclical nature of the semiconductor industry; the political and economic conditions of the countries in which we conduct business and other factors related to our international operations; increased tariffs or imposition of other trade barriers; our ability to obtain or retain government authorization to export certain of our products or technology; risks related to international geopolitical conflicts; risks related to the loss of, or a significant reduction in orders from major customers; a decrease in the average selling prices of our products; failure to penetrate new applications and markets; development delays and consolidation trends in our industry; inability to make substantial research and development investments; a significant variance in our operating results and impact on volatility in our stock price, and our ability to sustain our current level of revenue, including the impact of excess inventory in the channel on our customers’ expected demand for certain of our products, and/or manage future growth effectively; claims of intellectual property infringement; our ability to protect our intellectual property; and a failure to manage our relationships with, or negative impacts from, third parties.
In addition to these risks and uncertainties, investors should review the risks and uncertainties contained in our filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 1, 2023, and our Current Reports on Form 8-K, as well as the information to be set forth under the caption "Risk Factors" in MaxLinear's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. All forward-looking statements are based on the estimates, projections and assumptions of management as of April 26, 2023, and MaxLinear is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
Use of Non-GAAP Financial Measures
To supplement our unaudited consolidated financial statements presented on a basis consistent with GAAP, we disclose certain non-GAAP financial measures, including non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating expenses as a percentage of net revenue, non-GAAP income from operations as percentage of revenue, and non-GAAP diluted earnings per share. These supplemental measures exclude the effects of (i) stock-based compensation expense; (ii) accruals related to our performance based bonus plan for 2023, which we currently intend to settle in shares of our common stock; (iii) accruals related to our performance-based bonus plan for 2022, which we settled in shares of common stock in 2023; (iv) amortization of purchased intangible assets; (v) research and development funded by others; (vi) acquisition and integration costs related to our acquisitions; (vii) impairment of intangible assets; (viii) severance and other restructuring charges; (ix) other non-recurring interest and other income (expenses), net attributable to acquisitions and (x) non-cash income tax benefits and expenses. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP financial measures. Non-GAAP financial measures are subject to limitations, and should be read only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance.
We believe that non-GAAP financial measures can provide useful information to both management and investors by excluding certain non-cash and other one-time expenses that we believe are not indicative of our core operating results. Among other uses, our management uses non-GAAP measures to compare our performance relative to forecasts and strategic plans and to benchmark our performance externally against competitors. In addition, management’s incentive compensation will be
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determined in part using these non-GAAP measures because we believe non-GAAP measures better reflect our core operating performance.
The following are explanations of each type of adjustment that we incorporate into non-GAAP financial measures:
Stock-based compensation expense relates to equity incentive awards granted to our employees, directors, and consultants. Our equity incentive plans are important components of our employee incentive compensation arrangements and are reflected as expenses in our GAAP results. Stock-based compensation expense has been and will continue to be a significant recurring expense for MaxLinear. While we include the dilutive impact of equity awards in weighted average shares outstanding, the expense associated with stock-based awards reflects a non-cash charge that we exclude from non-GAAP net income.
Bonuses under our executive and non-executive bonus programs have been excluded from our non-GAAP net income for all periods reported. Bonus payments for the 2022 performance periods were settled through the issuance of shares of common stock under our equity incentive plans in February 2023. We currently expect that bonus awards under our fiscal 2023 program will be settled in common stock in the first quarter of fiscal 2024.
Expenses incurred in relation to acquisitions include amortization of purchased intangible assets, acquisition and integration costs primarily consisting of professional and consulting fees, and accretion of discount on contingent consideration or deferred purchase price payments to interest expense.
Research and development funded by others represents proceeds received under contracts for jointly funded R&D projects to develop technology that may be commercialized into a product in the future. Initially such proceeds may not yet be recognized in GAAP results if, pursuant to contract terms, the Company may be required to repay all or a portion of the funds provided by the other party under certain conditions. Management believes it is not probable that it will trigger such conditions. Once such conditions have been resolved, the proceeds are recognized in GAAP results, and accordingly, reversed from non-GAAP results.
Impairment losses are related to abandonment of acquired or purchased intangible assets.
Restructuring charges incurred are related to our restructuring plans which eliminate redundancies and primarily include severance and restructuring costs related to impairment of leased right-of-use assets or from exiting certain facilities.
Income tax benefits and expense adjustments are those that do not affect cash income taxes payable.
Reconciliations of non-GAAP measures for the historic periods disclosed in this press release appear below. Because of the inherent uncertainty associated with our ability to project future charges, we are also unable to predict their probable significance, particularly related to stock-based compensation and its related tax effects as well as potential impairments, a quantitative reconciliation is not available without unreasonable efforts and accordingly, in reliance on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K, we have not provided a reconciliation for non-GAAP guidance provided for the second quarter 2023.
Additional Information and Where to Find It
This press release makes reference to a proposed merger involving MaxLinear and Silicon Motion. In connection with the proposed transaction, MaxLinear has filed with the Securities and Exchange Commission (the “SEC”), and the SEC has declared effective, a Registration Statement on Form S-4 (File No. 333-265645), that includes a proxy statement of Silicon Motion and a prospectus of MaxLinear.
The proxy statement/prospectus and this press release are not offers to sell MaxLinear securities, and are not soliciting an offer to buy MaxLinear securities in any state where the offer and sale is not permitted.
MAXLINEAR AND SILICON MOTION URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND OTHER DOCUMENTS PROVIDED TO SILICON MOTION SECURITY HOLDERS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders are able to obtain the Registration Statement on Form S-4 free of charge at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by MaxLinear (when they become available) may be obtained free of charge on MaxLinear’s website at www.maxlinear.com or by contacting MaxLinear’s Investor Relations Department at IR@MaxLinear.com. Copies of documents filed or furnished by Silicon Motion (when they become available) may be obtained
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free of charge on Silicon Motion’s website at https://www.siliconmotion.com or by contacting Silicon Motion’s Investor Relations Department at IR@siliconmotion.com.
About MaxLinear, Inc.
MaxLinear, Inc. (Nasdaq:MXL) is a leading provider of radio frequency (RF), analog, digital and mixed-signal integrated circuits for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications. MaxLinear is headquartered in Carlsbad, California. For more information, please visit www.maxlinear.com.
MXL is MaxLinear’s registered trademark. Other trademarks appearing herein are the property of their respective owners.
MaxLinear, Inc. Investor Relations Contact:
Leslie Green
Tel: +1 650-312-9060
lgreen@maxlinear.com
Tel: +1 650-312-9060
lgreen@maxlinear.com
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MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
| Three Months Ended | |||||||||||||||||
| March 31, 2023 | December 31, 2022 | March 31, 2022 | |||||||||||||||
| Net revenue | $ | 248,442 | $ | 290,586 | $ | 263,927 | |||||||||||
| Cost of net revenue | 108,135 | 127,246 | 109,337 | ||||||||||||||
| Gross profit | 140,307 | 163,340 | 154,590 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
| Research and development | 67,291 | 73,724 | 65,886 | ||||||||||||||
| Selling, general and administrative | 38,653 | 44,472 | 40,577 | ||||||||||||||
| Impairment losses | 2,438 | 2,811 | — | ||||||||||||||
| Restructuring charges | 4,648 | 1,172 | — | ||||||||||||||
| Total operating expenses | 113,030 | 122,179 | 106,463 | ||||||||||||||
| Income from operations | 27,277 | 41,161 | 48,127 | ||||||||||||||
| Interest income | 633 | 70 | 31 | ||||||||||||||
| Interest expense | (2,487) | (2,292) | (2,349) | ||||||||||||||
| Other income (expense), net | (324) | 1,774 | (770) | ||||||||||||||
| Total other income (expense), net | (2,178) | (448) | (3,088) | ||||||||||||||
| Income before income taxes | 25,099 | 40,713 | 45,039 | ||||||||||||||
| Income tax provision | 15,566 | 9,633 | 11,453 | ||||||||||||||
| Net income | $ | 9,533 | $ | 31,080 | $ | 33,586 | |||||||||||
| Net income per share: | |||||||||||||||||
| Basic | $ | 0.12 | $ | 0.40 | $ | 0.44 | |||||||||||
| Diluted | $ | 0.12 | $ | 0.38 | $ | 0.42 | |||||||||||
| Shares used to compute net income per share: | |||||||||||||||||
| Basic | 79,471 | 78,649 | 77,192 | ||||||||||||||
| Diluted | 81,338 | 82,406 | 80,641 | ||||||||||||||
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MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Three Months Ended | |||||||||||||||||
| March 31, 2023 | December 31, 2022 | March 31, 2022 | |||||||||||||||
| Operating Activities | |||||||||||||||||
| Net income | $ | 9,533 | $ | 31,080 | $ | 33,586 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Amortization and depreciation | 19,202 | 18,825 | 23,880 | ||||||||||||||
| Impairment losses | 2,438 | 2,811 | — | ||||||||||||||
| Amortization of debt issuance costs and accretion of discount on debt and leases | 548 | 513 | 486 | ||||||||||||||
| Stock-based compensation | 16,448 | 23,550 | 18,554 | ||||||||||||||
| Deferred income taxes | 8,128 | 133 | 6,842 | ||||||||||||||
| Loss on disposal of property and equipment | 40 | 3 | 159 | ||||||||||||||
| Gain on sale of investments | — | (3,375) | — | ||||||||||||||
| Unrealized holding (gain) loss on investments | (152) | 58 | 954 | ||||||||||||||
| (Gain) loss on foreign currency and other | 362 | 1,416 | (316) | ||||||||||||||
| Excess tax benefits on stock based awards | (507) | (219) | (7,120) | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | (16,931) | 7,101 | (5,969) | ||||||||||||||
| Inventory | 10,959 | 5,426 | (7,338) | ||||||||||||||
| Prepaid expenses and other assets | (4,338) | (2,168) | 3,503 | ||||||||||||||
| Accounts payable, accrued expenses and other current liabilities | (886) | (16,574) | 32,952 | ||||||||||||||
| Accrued compensation | 7,210 | 9,816 | 12,237 | ||||||||||||||
| Accrued price protection liability | (9,877) | (3,394) | 27,975 | ||||||||||||||
| Lease liabilities | (3,095) | (2,955) | (3,301) | ||||||||||||||
| Other long-term liabilities | 3,077 | (2,690) | (2,918) | ||||||||||||||
| Net cash provided by operating activities | 42,159 | 69,357 | 134,166 | ||||||||||||||
| Investing Activities | |||||||||||||||||
| Purchases of property and equipment | (5,216) | (16,628) | (4,800) | ||||||||||||||
| Purchases of intangible assets | (630) | (744) | (4,637) | ||||||||||||||
| Cash used in acquisitions, net of cash acquired | (9,665) | — | — | ||||||||||||||
| Proceeds loaned under notes receivable | — | — | (10,000) | ||||||||||||||
| Purchases of investments | — | — | (23,325) | ||||||||||||||
| Net cash used in investing activities | (15,511) | (17,372) | (42,762) | ||||||||||||||
| Financing Activities | |||||||||||||||||
| Repayment of debt | — | (50,000) | (20,000) | ||||||||||||||
| Net proceeds from issuance of common stock | 3 | 1,792 | 87 | ||||||||||||||
| Minimum tax withholding paid on behalf of employees for restricted stock units | (6,173) | (369) | (24,449) | ||||||||||||||
| Repurchase of common stock | — | — | (26,297) | ||||||||||||||
| Net cash used in financing activities | (6,170) | (48,577) | (70,659) | ||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1 | 2,456 | (230) | ||||||||||||||
| Increase in cash, cash equivalents and restricted cash | 20,479 | 5,864 | 20,515 | ||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 188,357 | 182,493 | 131,738 | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 208,836 | $ | 188,357 | $ | 152,253 | |||||||||||
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MAXLINEAR, INC.
UNAUDITED GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| March 31, 2023 | December 31, 2022 | March 31, 2022 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 207,850 | $ | 187,353 | $ | 151,111 | |||||||||||
| Short-term restricted cash | 964 | 982 | 105 | ||||||||||||||
| Short-term investments | 18,681 | 18,529 | 19,051 | ||||||||||||||
| Accounts receivable, net | 188,733 | 170,971 | 125,693 | ||||||||||||||
| Inventory | 149,585 | 160,544 | 139,041 | ||||||||||||||
| Prepaid expenses and other current assets | 27,773 | 24,745 | 19,575 | ||||||||||||||
| Total current assets | 593,586 | 563,124 | 454,576 | ||||||||||||||
| Long-term restricted cash | 22 | 22 | 1,037 | ||||||||||||||
| Property and equipment, net | 77,691 | 79,018 | 60,022 | ||||||||||||||
| Leased right-of-use assets | 26,357 | 28,515 | 32,919 | ||||||||||||||
| Intangible assets, net | 96,352 | 109,316 | 140,153 | ||||||||||||||
| Goodwill | 318,910 | 306,739 | 306,713 | ||||||||||||||
| Deferred tax assets | 57,515 | 66,491 | 82,326 | ||||||||||||||
| Other long-term assets | 28,045 | 26,800 | 21,381 | ||||||||||||||
| Total assets | $ | 1,198,478 | $ | 1,180,025 | $ | 1,099,127 | |||||||||||
| Liabilities and stockholders’ equity | |||||||||||||||||
| Current liabilities | $ | 300,162 | $ | 341,086 | $ | 234,795 | |||||||||||
| Long-term lease liabilities | 21,239 | 23,353 | 30,208 | ||||||||||||||
| Long-term debt | 121,910 | 121,757 | 286,298 | ||||||||||||||
| Other long-term liabilities | 21,055 | 17,444 | 19,980 | ||||||||||||||
| Stockholders’ equity | 734,112 | 676,385 | 527,846 | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | 1,198,478 | $ | 1,180,025 | $ | 1,099,127 | |||||||||||
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MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
(in thousands, except per share data)
| Three Months Ended | |||||||||||||||||
| March 31, 2023 | December 31, 2022 | March 31, 2022 | |||||||||||||||
| GAAP gross profit | $ | 140,307 | $ | 163,340 | $ | 154,590 | |||||||||||
| Stock-based compensation | 210 | 222 | 163 | ||||||||||||||
| Performance based equity | 91 | 175 | 112 | ||||||||||||||
| Amortization of purchased intangible assets | 9,321 | 9,325 | 10,811 | ||||||||||||||
| Non-GAAP gross profit | 149,929 | 173,062 | 165,676 | ||||||||||||||
| GAAP R&D expenses | 67,291 | 73,724 | 65,886 | ||||||||||||||
| Stock-based compensation | (11,455) | (10,341) | (9,676) | ||||||||||||||
| Performance based equity | (3,635) | (8,205) | (5,337) | ||||||||||||||
| Research and development funded by others | (1,000) | (2,000) | 2,800 | ||||||||||||||
| Non-GAAP R&D expenses | 51,201 | 53,178 | 53,673 | ||||||||||||||
| GAAP SG&A expenses | 38,653 | 44,472 | 40,577 | ||||||||||||||
| Stock-based compensation | (4,784) | (12,988) | (8,715) | ||||||||||||||
| Performance based equity | (1,744) | (3,791) | (2,068) | ||||||||||||||
| Amortization of purchased intangible assets | (928) | (1,312) | (6,176) | ||||||||||||||
| Acquisition and integration costs | (1,601) | (1,069) | 5 | ||||||||||||||
| Non-GAAP SG&A expenses | 29,596 | 25,312 | 23,623 | ||||||||||||||
| GAAP impairment losses | 2,438 | 2,811 | — | ||||||||||||||
| Impairment losses | (2,438) | (2,811) | — | ||||||||||||||
| Non-GAAP impairment losses | — | — | — | ||||||||||||||
| GAAP restructuring expenses | 4,648 | 1,172 | — | ||||||||||||||
| Restructuring charges | (4,648) | (1,172) | — | ||||||||||||||
| Non-GAAP restructuring expenses | — | — | — | ||||||||||||||
| GAAP income from operations | 27,277 | 41,161 | 48,127 | ||||||||||||||
| Total non-GAAP adjustments | 41,855 | 53,411 | 40,253 | ||||||||||||||
| Non-GAAP income from operations | 69,132 | 94,572 | 88,380 | ||||||||||||||
| GAAP interest and other income (expense), net | (2,178) | (448) | (3,088) | ||||||||||||||
| Non-recurring interest and other income (expense), net | 111 | 59 | 68 | ||||||||||||||
| Non-GAAP interest and other income (expense), net | (2,067) | (389) | (3,020) | ||||||||||||||
| GAAP income before income taxes | 25,099 | 40,713 | 45,039 | ||||||||||||||
| Total non-GAAP adjustments | 41,966 | 53,470 | 40,321 | ||||||||||||||
| Non-GAAP income before income taxes | 67,065 | 94,183 | 85,360 | ||||||||||||||
| GAAP income tax provision | 15,566 | 9,633 | 11,453 | ||||||||||||||
| Adjustment for non-cash tax benefits/expenses | (8,859) | (3,982) | (6,331) | ||||||||||||||
| Non-GAAP income tax provision | 6,707 | 5,651 | 5,122 | ||||||||||||||
| GAAP net income | 9,533 | 31,080 | 33,586 | ||||||||||||||
| Total non-GAAP adjustments before income taxes | 41,966 | 53,470 | 40,321 | ||||||||||||||
| Less: total tax adjustments | (8,859) | (3,982) | (6,331) | ||||||||||||||
| Non-GAAP net income | $ | 60,358 | $ | 88,532 | $ | 80,238 | |||||||||||
| Shares used in computing non-GAAP basic net income per share | 79,471 | 78,649 | 77,192 | ||||||||||||||
| Shares used in computing non-GAAP diluted net income per share | 81,338 | 82,406 | 80,641 | ||||||||||||||
| Non-GAAP basic net income per share | $ | 0.76 | $ | 1.13 | $ | 1.04 | |||||||||||
| Non-GAAP diluted net income per share | $ | 0.74 | $ | 1.07 | $ | 1.00 | |||||||||||
9
MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
(as a percentage of net revenue for the corresponding period)
| Three Months Ended | |||||||||||||||||
| March 31, 2023 | December 31, 2022 | March 31, 2022 | |||||||||||||||
| GAAP gross profit | 56.5 | % | 56.2 | % | 58.6 | % | |||||||||||
| Stock-based compensation | 0.1 | % | 0.1 | % | 0.1 | % | |||||||||||
| Performance based equity | — | % | 0.1 | % | — | % | |||||||||||
| Amortization of purchased intangible assets | 3.8 | % | 3.2 | % | 4.1 | % | |||||||||||
| Non-GAAP gross profit | 60.3 | % | 59.6 | % | 62.8 | % | |||||||||||
| GAAP R&D expenses | 27.1 | % | 25.4 | % | 25.0 | % | |||||||||||
| Stock-based compensation | (4.6) | % | (3.6) | % | (3.7) | % | |||||||||||
| Performance based equity | (1.5) | % | (2.8) | % | (2.0) | % | |||||||||||
| Research and development funded by others | (0.4) | % | (0.7) | % | 1.1 | % | |||||||||||
| Non-GAAP R&D expenses | 20.6 | % | 18.3 | % | 20.3 | % | |||||||||||
| GAAP SG&A expenses | 15.6 | % | 15.3 | % | 15.4 | % | |||||||||||
| Stock-based compensation | (1.9) | % | (4.5) | % | (3.3) | % | |||||||||||
| Performance based equity | (0.7) | % | (1.3) | % | (0.8) | % | |||||||||||
| Amortization of purchased intangible assets | (0.4) | % | (0.5) | % | (2.3) | % | |||||||||||
| Acquisition and integration costs | (0.6) | % | (0.4) | % | — | % | |||||||||||
| Non-GAAP SG&A expenses | 11.9 | % | 8.7 | % | 9.0 | % | |||||||||||
| GAAP impairment losses | 1.0 | % | 1.0 | % | — | % | |||||||||||
| Impairment losses | (1.0) | % | (1.0) | % | — | % | |||||||||||
| Non-GAAP impairment losses | — | % | — | % | — | % | |||||||||||
| GAAP restructuring expenses | 1.9 | % | 0.4 | % | — | % | |||||||||||
| Restructuring charges | (1.9) | % | (0.4) | % | — | % | |||||||||||
| Non-GAAP restructuring expenses | — | % | — | % | — | % | |||||||||||
| GAAP income from operations | 11.0 | % | 14.2 | % | 18.2 | % | |||||||||||
| Total non-GAAP adjustments | 16.9 | % | 18.4 | % | 15.3 | % | |||||||||||
| Non-GAAP income from operations | 27.8 | % | 32.5 | % | 33.5 | % | |||||||||||
| GAAP interest and other income (expense), net | (0.9) | % | (0.2) | % | (1.2) | % | |||||||||||
| Non-recurring interest and other income (expense), net | — | % | — | % | — | % | |||||||||||
| Non-GAAP interest and other income (expense), net | (0.8) | % | (0.1) | % | (1.1) | % | |||||||||||
| GAAP income before income taxes | 10.1 | % | 14.0 | % | 17.1 | % | |||||||||||
| Total non-GAAP adjustments before income taxes | 16.9 | % | 18.4 | % | 15.3 | % | |||||||||||
| Non-GAAP income before income taxes | 27.0 | % | 32.4 | % | 32.3 | % | |||||||||||
| GAAP income tax provision | 6.3 | % | 3.3 | % | 4.3 | % | |||||||||||
| Adjustment for non-cash tax benefits/expenses | (3.6) | % | (1.4) | % | (2.4) | % | |||||||||||
| Non-GAAP income tax provision | 2.7 | % | 1.9 | % | 1.9 | % | |||||||||||
| GAAP net income | 3.8 | % | 10.7 | % | 12.7 | % | |||||||||||
| Total non-GAAP adjustments before income taxes | 16.9 | % | 18.4 | % | 15.3 | % | |||||||||||
| Less: total tax adjustments | (3.6) | % | (1.4) | % | (2.4) | % | |||||||||||
| Non-GAAP net income | 24.3 | % | 30.5 | % | 30.4 | % | |||||||||||
10