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 most recent Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 5, 2020, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed with the SEC on July 23, 2020, 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 September 30, 2020, which we expect to file shortly. All forward-looking statements are based on the estimates, projections and assumptions of management as of November 5, 2020, 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, operating expenses, operating expenses as a percentage of revenue, income from operations as percentage of revenue, and 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 2020, which we currently intend to settle in shares of our common stock; (iii) accruals related to our performance based bonus plan for 2019, which we settled in shares of common stock in 2020; (iv) amortization of purchased intangible assets and inventory step-up to fair value; (v) depreciation of fixed assets step-up to fair value; (vi) acquisition and integration costs related to our acquisitions; (vii) professional fees and settlement costs related to IP and commercial litigation matters; (viii) severance and other restructuring charges; (ix) impairment losses on intangible assets; and (x) non-cash income tax benefits and expenses. These non-GAAP measures are not in accordance with and do not serve as an alternative for GAAP. 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. These non-GAAP measures should only be viewed in conjunction with corresponding GAAP measures. 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 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 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 2019 performance periods were settled through the issuance of shares of common stock under our equity incentive plans in March 2020. We currently expect that bonus awards under our fiscal 2020 program will be settled in common stock in the first quarter of fiscal 2021.
Expenses incurred in relation to acquisitions primarily include amortization of purchased intangible assets and step-up of inventory and fixed assets to fair value, and acquisition and integration costs primarily consisting of professional and consulting fees.
Impairment losses relate to certain 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.
Expenses incurred in relation to our intellectual property and commercial litigation include professional fees incurred.
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, particularly related to stock-based compensation and its related tax effects as well as potential impairments, we have not provided a reconciliation for non-GAAP guidance provided for the fourth quarter 2020.
About MaxLinear, Inc.
MaxLinear, Inc. (NYSE: 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. |
||||||||||||||
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF OPERATIONS |
||||||||||||||
(in thousands, except per share data) |
||||||||||||||
|
Three Months Ended |
|||||||||||||
|
September 30, 2020 |
|
June 30, 2020 |
|
September 30, 2019 |
|||||||||
Net revenue |
$ |
156,633 |
|
|
|
$ |
65,220 |
|
|
|
$ |
80,020 |
|
|
Cost of net revenue |
90,427 |
|
|
|
32,477 |
|
|
|
38,116 |
|
|
|||
| Gross profit |
66,206 |
|
|
|
32,743 |
|
|
|
41,904 |
|
|
|||
| Operating expenses: |
|
|
|
|
|
|||||||||
| Research and development |
55,816 |
|
|
|
27,984 |
|
|
|
23,174 |
|
|
|||
| Selling, general and administrative |
41,685 |
|
|
|
27,470 |
|
|
|
21,920 |
|
|
|||
| Restructuring charges |
3,280 |
|
|
|
64 |
|
|
|
144 |
|
|
|||
| Total operating expenses |
100,781 |
|
|
|
55,518 |
|
|
|
45,238 |
|
|
|||
| Loss from operations |
(34,575 |
) |
|
|
(22,775 |
) |
|
|
(3,334 |
) |
|
|||
| Interest income |
27 |
|
|
|
31 |
|
|
|
214 |
|
|
|||
| Interest expense |
(3,569 |
) |
|
|
(2,183 |
) |
|
|
(2,718 |
) |
|
|||
| Other income (expense), net |
(719 |
) |
|
|
(81 |
) |
|
|
1,098 |
|
|
|||
| Total interest and other income (expense), net |
(4,261 |
) |
|
|
(2,233 |
) |
|
|
(1,406 |
) |
|
|||
| Loss before income taxes |
(38,836 |
) |
|
|
(25,008 |
) |
|
|
(4,740 |
) |
|
|||
| Income tax benefit |
(2,191 |
) |
|
|
(3,201 |
) |
|
|
(26 |
) |
|
|||
| Net loss |
$ |
(36,645 |
) |
|
|
$ |
(21,807 |
) |
|
|
$ |
(4,714 |
) |
|
| Net loss per share: |
|
|
|
|
|
|||||||||
| Basic |
$ |
(0.50 |
) |
|
|
$ |
(0.30 |
) |
|
|
$ |
(0.07 |
) |
|
| Diluted |
$ |
(0.50 |
) |
|
|
$ |
(0.30 |
) |
|
|
$ |
(0.07 |
) |
|
| Shares used to compute net loss per share: |
|
|
|
|
|
|||||||||
| Basic |
73,402 |
|
|
|
72,740 |
|
|
|
71,366 |
|
|
|||
| Diluted |
73,402 |
|
|
|
72,740 |
|
|
|
71,366 |
|
|
|||
| MAXLINEAR, INC. |
|||||||||
| UNAUDITED GAAP CONSOLIDATED STATEMENTS OF OPERATIONS |
|||||||||
| (in thousands, except per share data) |
|||||||||
|
|
Nine Months Ended |
||||||||
|
|
September 30, 2020 |
|
September 30, 2019 |
||||||
| Net revenue |
$ |
283,880 |
|
|
|
$ |
247,162 |
|
|
| Cost of net revenue |
154,169 |
|
|
|
116,101 |
|
|
||
| Gross profit |
129,711 |
|
|
|
131,061 |
|
|
||
| Operating expenses: |
|
|
|
||||||
| Research and development |
109,489 |
|
|
|
74,877 |
|
|
||
| Selling, general and administrative |
93,787 |
|
|
|
67,838 |
|
|
||
| Impairment losses |
86 |
|
|
|
— |
|
|
||
| Restructuring charges |
3,833 |
|
|
|
2,477 |
|
|
||
| Total operating expenses |
207,195 |
|
|
|
145,192 |
|
|
||
| Loss from operations |
(77,484 |
) |
|
|
(14,131 |
) |
|
||
| Interest income |
283 |
|
|
|
553 |
|
|
||
| Interest expense |
(8,228 |
) |
|
|
(8,546 |
) |
|
||
| Other income (expense), net |
(620 |
) |
|
|
429 |
|
|
||
| Total interest and other income (expense), net |
(8,565 |
) |
|
|
(7,564 |
) |
|
||
| Loss before income taxes |
(86,049 |
) |
|
|
(21,695 |
) |
|
||
| Income tax benefit |
(12,128 |
) |
|
|
(9,901 |
) |
|
||
| Net loss |
$ |
(73,921 |
) |
|
|
$ |
(11,794 |
) |
|
| Net loss per share: |
|
|
|
||||||
| Basic |
$ |
(1.02 |
) |
|
|
$ |
(0.17 |
) |
|
| Diluted |
$ |
(1.02 |
) |
|
|
$ |
(0.17 |
) |
|
| Shares used to compute net loss per share: |
|
|
|
||||||
| Basic |
72,729 |
|
|
|
70,755 |
|
|
||
| Diluted |
72,729 |
|
|
|
70,755 |
|
|
||
|
|
|
|
|
||||||
| MAXLINEAR, INC. |
||||||||||||||
| UNAUDITED GAAP CONSOLIDATED STATEMENTS OF CASH FLOWS |
||||||||||||||
| (in thousands) |
||||||||||||||
|
|
Three Months Ended |
|||||||||||||
|
|
September 30, 2020 |
|
June 30, 2020 |
|
September 30, 2019 |
|||||||||
| Operating Activities |
|
|
|
|
|
|||||||||
| Net loss |
$ |
(36,645 |
) |
|
|
$ |
(21,807 |
) |
|
|
$ |
(4,714 |
) |
|
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|||||||||
| Amortization and depreciation |
20,554 |
|
|
|
16,532 |
|
|
|
16,419 |
|
|
|||
| Amortization of inventory step-up |
14,445 |
|
|
|
— |
|
|
|
— |
|
|
|||
| Amortization of debt issuance costs and accretion of discount on debt and leases |
579 |
|
|
|
397 |
|
|
|
380 |
|
|
|||
| Stock-based compensation |
14,145 |
|
|
|
12,085 |
|
|
|
8,359 |
|
|
|||
| Deferred income taxes |
3,834 |
|
|
|
(2,879 |
) |
|
|
(1,379 |
) |
|
|||
| Impairment of leasehold improvements |
156 |
|
|
|
— |
|
|
|
— |
|
|
|||
| Impairment of leased right-of-use assets |
1,464 |
|
|
|
— |
|
|
|
— |
|
|
|||
| (Gain) loss on foreign currency |
601 |
|
|
|
20 |
|
|
|
(183 |
) |
|
|||
| Excess tax benefits on stock based awards |
(152 |
) |
|
|
(472 |
) |
|
|
(61 |
) |
|
|||
| Changes in operating assets and liabilities, net of effects of acquisitions: |
|
|
|
|
|
|||||||||
| Accounts receivable |
(63,569 |
) |
|
|
3,362 |
|
|
|
280 |
|
|
|||
| Inventory |
(17,349 |
) |
|
|
(3,184 |
) |
|
|
5,108 |
|
|
|||
| Prepaid expenses and other assets |
(35,131 |
) |
|
|
(669 |
) |
|
|
960 |
|
|
|||
| Leased right-of-use assets |
79 |
|
|
|
(314 |
) |
|
|
1,309 |
|
|
|||
| Accounts payable, accrued expenses and other current liabilities |
61,958 |
|
|
|
6,020 |
|
|
|
(6,313 |
) |
|
|||
| Accrued compensation |
15,364 |
|
|
|
4,396 |
|
|
|
730 |
|
|
|||
| Accrued price protection liability |
12,108 |
|
|
|
(2,132 |
) |
|
|
2,291 |
|
|
|||
| Lease liabilities |
(1,566 |
) |
|
|
(1,279 |
) |
|
|
(2,183 |
) |
|
|||
| Other long-term liabilities |
(7,459 |
) |
|
|
(816 |
) |
|
|
749 |
|
|
|||
| Net cash provided by (used in) operating activities |
(16,584 |
) |
|
|
9,260 |
|
|
|
21,752 |
|
|
|||
| Investing Activities |
|
|
|
|
|
|||||||||
| Purchases of property and equipment |
(5,196 |
) |
|
|
(3,901 |
) |
|
|
(1,219 |
) |
|
|||
| Purchases of intangible assets |
(375 |
) |
|
|
(13 |
) |
|
|
(86 |
) |
|
|||
| Cash used in acquisitions, net of cash acquired |
(160,000 |
) |
|
|
— |
|
|
|
— |
|
|
|||
| Net cash used in investing activities |
(165,571 |
) |
|
|
(3,914 |
) |
|
|
(1,305 |
) |
|
|||
| Financing Activities |
|
|
|
|
|
|||||||||
| Proceeds from the issuance of debt |
175,000 |
|
|
|
— |
|
|
|
— |
|
|
|||
| Payment of debt issuance cost |
(2,696 |
) |
|
|
— |
|
|
|
— |
|
|
|||
| Repayment of debt |
— |
|
|
|
— |
|
|
|
(20,000 |
) |
|
|||
| Net proceeds from issuance of common stock |
628 |
|
|
|
4,154 |
|
|
|
288 |
|
|
|||
| Minimum tax withholding paid on behalf of employees for restricted stock units |
(1,393 |
) |
|
|
(1,024 |
) |
|
|
(1,339 |
) |
|
|||
| Net cash provided by (used in) financing activities |
171,539 |
|
|
|
3,130 |
|
|
|
(21,051 |
) |
|
|||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash |
(71 |
) |
|
|
513 |
|
|
|
90 |
|
|
|||
| Increase (decrease) in cash, cash equivalents and restricted cash |
(10,687 |
) |
|
|
8,989 |
|
|
|
(514 |
) |
|
|||
| Cash, cash equivalents and restricted cash at beginning of period |
107,429 |
|
|
|
98,440 |
|
|
|
67,038 |
|
|
|||
| Cash, cash equivalents and restricted cash at end of period |
$ |
96,742 |
|
|
|
$ |
107,429 |
|
|
|
$ |
66,524 |
|
|
| MAXLINEAR, INC. |
|||||||||
| UNAUDITED GAAP CONSOLIDATED STATEMENTS OF CASH FLOWS |
|||||||||
| (in thousands) |
|||||||||
|
|
Nine months ended |
||||||||
|
|
September 30, 2020 |
|
September 30, 2019 |
||||||
| Operating Activities |
|
|
|
||||||
| Net loss |
$ |
(73,921 |
) |
|
|
$ |
(11,794 |
) |
|
| Adjustments to reconcile net loss to cash provided by (used in) operating activities: |
|
|
|
||||||
| Amortization and depreciation |
53,819 |
|
|
|
49,928 |
|
|
||
| Impairment losses |
86 |
|
|
|
— |
|
|
||
| Amortization of inventory step-up |
14,445 |
|
|
|
— |
|
|
||
| Amortization of debt issuance costs and accretion of discount on debt and leases |
1,386 |
|
|
|
1,173 |
|
|
||
| Stock-based compensation |
33,057 |
|
|
|
24,313 |
|
|
||
| Deferred income taxes |
(5,253 |
) |
|
|
(12,455 |
) |
|
||
| Loss on disposal of property and equipment |
— |
|
|
|
46 |
|
|
||
| Impairment of leasehold improvements |
319 |
|
|
|
1,442 |
|
|
||
| Impairment of leased right-of-use assets |
1,508 |
|
|
|
2,182 |
|
|
||
| Gain on extinguishment of lease liabilities |
— |
|
|
|
(2,880 |
) |
|
||
| Loss on foreign currency |
375 |
|
|
|
330 |
|
|
||
| Excess tax benefits on stock-based awards |
(530 |
) |
|
|
(3,872 |
) |
|
||
| Changes in operating assets and liabilities, net of effects of acquisitions: |
|
|
|
||||||
| Accounts receivable |
(54,592 |
) |
|
|
3,160 |
|
|
||
| Inventory |
(20,180 |
) |
|
|
3,971 |
|
|
||
| Prepaid expenses and other assets |
(34,357 |
) |
|
|
916 |
|
|
||
| Leased right-of-use assets |
405 |
|
|
|
2,935 |
|
|
||
| Accounts payable, accrued expenses and other current liabilities |
67,193 |
|
|
|
(1,431 |
) |
|
||
| Accrued compensation |
23,121 |
|
|
|
1,414 |
|
|
||
| Accrued price protection liability |
5,439 |
|
|
|
(2,869 |
) |
|
||
| Lease liabilities |
(4,275 |
) |
|
|
(6,487 |
) |
|
||
| Other long-term liabilities |
(8,721 |
) |
|
|
219 |
|
|
||
| Net cash provided by (used in) operating activities |
(676 |
) |
|
|
50,241 |
|
|
||
| Investing Activities |
|
|
|
||||||
| Purchases of property and equipment |
(10,132 |
) |
|
|
(3,898 |
) |
|
||
| Purchases of intangible assets |
(388 |
) |
|
|
(86 |
) |
|
||
| Cash used in acquisitions, net of cash acquired |
(160,000 |
) |
|
|
— |
|
|
||
| Net cash used in investing activities |
(170,520 |
) |
|
|
(3,984 |
) |
|
||
| Financing Activities |
|
|
|
||||||
| Proceeds from the issuance of debt |
175,000 |
|
|
|
— |
|
|
||
| Payment of debt issuance cost |
(2,696 |
) |
|
|
— |
|
|
||
| Repayment of debt |
— |
|
|
|
(50,000 |
) |
|
||
| Net proceeds from issuance of common stock |
5,270 |
|
|
|
6,221 |
|
|
||
| Minimum tax withholding paid on behalf of employees for restricted stock units |
(2,892 |
) |
|
|
(11,166 |
) |
|
||
| Net cash provided by (used in) financing activities |
174,682 |
|
|
|
(54,945 |
) |
|
||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash |
139 |
|
|
|
1,021 |
|
|
||
| Increase (decrease) in cash, cash equivalents and restricted cash |
3,625 |
|
|
|
(7,667 |
) |
|
||
| Cash, cash equivalents and restricted cash at beginning of period |
93,117 |
|
|
|
74,191 |
|
|
||
| Cash, cash equivalents and restricted cash at end of period |
$ |
96,742 |
|
|
|
$ |
66,524 |
|
|
|
|
|
|
|
||||||
| MAXLINEAR, INC. |
|||||||||||
| UNAUDITED GAAP CONDENSED CONSOLIDATED BALANCE SHEETS |
|||||||||||
| (in thousands) |
|||||||||||
|
|
September 30, 2020 |
|
June 30, 2020 |
|
September 30, 2019 |
||||||
| Assets |
|
|
|
|
|
||||||
| Current assets: |
|
|
|
|
|
||||||
| Cash and cash equivalents |
$ |
96,570 |
|
|
$ |
107,362 |
|
|
$ |
66,115 |
|
| Short-term restricted cash |
111 |
|
|
9 |
|
|
345 |
|
|||
| Accounts receivable, net |
105,355 |
|
|
41,434 |
|
|
56,339 |
|
|||
| Inventory |
104,471 |
|
|
34,284 |
|
|
37,642 |
|
|||
| Prepaid expenses and other current assets |
43,546 |
|
|
7,489 |
|
|
4,679 |
|
|||
| Total current assets |
350,053 |
|
|
190,578 |
|
|
165,120 |
|
|||
| Long-term restricted cash |
61 |
|
|
58 |
|
|
64 |
|
|||
| Property and equipment, net |
37,258 |
|
|
18,059 |
|
|
15,204 |
|
|||
| Leased right-of-use assets |
11,876 |
|
|
8,942 |
|
|
18,719 |
|
|||
| Intangible assets, net |
232,148 |
|
|
159,441 |
|
|
202,217 |
|
|||
| Goodwill |
302,576 |
|
|
238,330 |
|
|
238,330 |
|
|||
| Deferred tax assets |
72,537 |
|
|
76,371 |
|
|
64,046 |
|
|||
| Other long-term assets |
1,270 |
|
|
1,281 |
|
|
3,065 |
|
|||
| Total assets |
$ |
1,007,779 |
|
|
$ |
693,060 |
|
|
$ |
706,765 |
|
|
|
|
|
|
|
|
||||||
| Liabilities and stockholders’ equity |
|
|
|
|
|
||||||
| Current liabilities |
$ |
211,374 |
|
|
$ |
69,964 |
|
|
$ |
63,119 |
|
| Long-term lease liabilities |
9,406 |
|
|
6,833 |
|
|
14,995 |
|
|||
| Long-term debt |
372,457 |
|
|
207,486 |
|
|
206,622 |
|
|||
| Other long-term liabilities |
17,734 |
|
|
6,802 |
|
|
8,678 |
|
|||
| Stockholders’ equity |
396,808 |
|
|
401,975 |
|
|
413,351 |
|
|||
| Total liabilities and stockholders’ equity |
$ |
1,007,779 |
|
|
$ |
693,060 |
|
|
$ |
706,765 |
|
| MAXLINEAR, INC. |
||||||||||||||
| UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS |
||||||||||||||
| (in thousands, except per share data) |
||||||||||||||
|
|
Three Months Ended |
|||||||||||||
|
|
September 30, 2020 |
|
June 30, 2020 |
|
September 30, 2019 |
|||||||||
| GAAP gross profit |
$ |
66,206 |
|
|
|
$ |
32,743 |
|
|
|
$ |
41,904 |
|
|
| Stock-based compensation |
143 |
|
|
|
126 |
|
|
|
151 |
|
|
|||
| Performance based equity |
180 |
|
|
|
109 |
|
|
|
— |
|
|
|||
| Amortization of inventory step-up |
14,445 |
|
|
|
— |
|
|
|
— |
|
|
|||
| Amortization of purchased intangible assets |
9,901 |
|
|
|
8,581 |
|
|
|
8,477 |
|
|
|||
| Non-GAAP gross profit |
90,875 |
|
|
|
41,559 |
|
|
|
50,532 |
|
|
|||
|
|
|
|
|
|
|
|||||||||
| GAAP R&D expenses |
55,816 |
|
|
|
27,984 |
|
|
|
23,174 |
|
|
|||
| Stock-based compensation |
(6,056 |
) |
|
|
(5,040 |
) |
|
|
(4,155 |
) |
|
|||
| Performance based equity |
(6,190 |
) |
|
|
(2,054 |
) |
|
|
(45 |
) |
|
|||
| Non-GAAP R&D expenses |
43,570 |
|
|
|
20,890 |
|
|
|
18,974 |
|
|
|||
|
|
|
|
|
|
|
|||||||||
| GAAP SG&A expenses |
41,685 |
|
|
|
27,470 |
|
|
|
21,920 |
|
|
|||
| Stock-based compensation |
(7,349 |
) |
|
|
(6,920 |
) |
|
|
(4,068 |
) |
|
|||
| Performance based equity |
(2,991 |
) |
|
|
(1,144 |
) |
|
|
(279 |
) |
|
|||
| Amortization of purchased intangible assets |
(6,057 |
) |
|
|
(5,549 |
) |
|
|
(5,722 |
) |
|
|||
| Acquisition and integration costs |
(7,762 |
) |
|
|
(2,090 |
) |
|
|
— |
|
|
|||
| IP litigation costs, net |
(35 |
) |
|
|
(54 |
) |
|
|
(71 |
) |
|
|||
| Non-GAAP SG&A expenses |
17,491 |
|
|
|
11,713 |
|
|
|
11,780 |
|
|
|||
|
|
|
|
|
|
|
|||||||||
| GAAP restructuring expenses |
3,280 |
|
|
|
64 |
|
|
|
144 |
|
|
|||
| Restructuring charges |
(3,280 |
) |
|
|
(64 |
) |
|
|
(144 |
) |
|
|||
| Non-GAAP restructuring expenses |
— |
|
|
|
— |
|
|
|
— |
|
|
|||
|
|
|
|
|
|
|
|||||||||
| GAAP loss from operations |
(34,575 |
) |
|
|
(22,775 |
) |
|
|
(3,334 |
) |
|
|||
| Total non-GAAP adjustments |
64,389 |
|
|
|
31,731 |
|
|
|
23,112 |
|
|
|||
| Non-GAAP income from operations |
29,814 |
|
|
|
8,956 |
|
|
|
19,778 |
|
|
|||
|
|
|
|
|
|
|
|||||||||
| GAAP and non-GAAP interest and other income (expense), net |
(4,261 |
) |
|
|
(2,233 |
) |
|
|
(1,406 |
) |
|
|||
| Non-recurring gain on reversal of liability |
— |
|
|
|
— |
|
|
|
(1,006 |
) |
|
|||
| Non-GAAP interest and other income (expense), net |
(4,261 |
) |
|
|
(2,233 |
) |
|
|
(2,412 |
) |
|
|||
|
|
|
|
|
|
|
|||||||||
| GAAP loss before income taxes |
(38,836 |
) |
|
|
(25,008 |
) |
|
|
(4,740 |
) |
|
|||
| Total non-GAAP adjustments |
64,389 |
|
|
|
31,731 |
|
|
|
22,106 |
|
|
|||
| Non-GAAP income before income taxes |
25,553 |
|
|
|
6,723 |
|
|
|
17,366 |
|
|
|||
|
|
|
|
|
|
|
|||||||||
| GAAP income tax benefit |
(2,191 |
) |
|
|
(3,201 |
) |
|
|
(26 |
) |
|
|||
| Adjustment for non-cash tax benefits/expenses |
3,724 |
|
|
|
3,605 |
|
|
|
894 |
|
|
|||
| Non-GAAP income tax provision |
1,533 |
|
|
|
404 |
|
|
|
868 |
|
|
|||
|
|
|
|
|
|
|
|||||||||
| GAAP net loss |
(36,645 |
) |
|
|
(21,807 |
) |
|
|
(4,714 |
) |
|
|||
| Total non-GAAP adjustments before income taxes |
64,389 |
|
|
|
31,731 |
|
|
|
22,106 |
|
|
|||
| Less: total tax adjustments |
3,724 |
|
|
|
3,605 |
|
|
|
894 |
|
|
|||
| Non-GAAP net income |
$ |
24,020 |
|
|
|
$ |
6,319 |
|
|
|
$ |
16,498 |
|
|
|
|
|
|
|
|
|
|||||||||
| Shares used in computing non-GAAP basic net income per share |
73,402 |
|
|
|
72,740 |
|
|
|
71,366 |
|
|
|||
| Shares used in computing non-GAAP diluted net income per share |
75,324 |
|
|
|
73,772 |
|
|
|
72,506 |
|
|
|||
| Non-GAAP basic net income per share |
$ |
0.33 |
|
|
|
$ |
0.09 |
|
|
|
$ |
0.23 |
|
|
| Non-GAAP diluted net income per share |
$ |
0.32 |
|
|
|
$ |
0.09 |
|
|
|
$ |
0.23 |
|
|
| MAXLINEAR, INC. |
|||||||||
| UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS |
|||||||||
| (in thousands, except per share data) |
|||||||||
|
|
Nine Months Ended |
||||||||
|
|
September 30, 2020 |
|
September 30, 2019 |
||||||
| GAAP gross profit |
$ |
129,711 |
|
|
|
$ |
131,061 |
|
|
| Stock-based compensation |
417 |
|
|
|
428 |
|
|
||
| Performance based equity |
358 |
|
|
|
73 |
|
|
||
| Amortization of inventory step-up |
14,445 |
|
|
|
— |
|
|
||
| Amortization of purchased intangible assets |
27,063 |
|
|
|
25,379 |
|
|
||
| Non-GAAP gross profit |
171,994 |
|
|
|
156,941 |
|
|
||
|
|
|
|
|
||||||
| GAAP R&D expenses |
109,489 |
|
|
|
74,877 |
|
|
||
| Stock-based compensation |
(14,842 |
) |
|
|
(12,590 |
) |
|
||
| Performance based equity |
(9,994 |
) |
|
|
(970 |
) |
|
||
| Depreciation of fixed asset step-up |
— |
|
|
|
(6 |
) |
|
||
| Non-GAAP R&D expenses |
84,653 |
|
|
|
61,311 |
|
|
||
|
|
|
|
|
||||||
| GAAP SG&A expenses |
93,787 |
|
|
|
67,838 |
|
|
||
| Stock-based compensation |
(17,202 |
) |
|
|
(11,295 |
) |
|
||
| Performance based equity |
(5,271 |
) |
|
|
(1,218 |
) |
|
||
| Amortization of purchased intangible assets |
(17,329 |
) |
|
|
(17,312 |
) |
|
||
| Acquisition and integration costs |
(13,122 |
) |
|
|
— |
|
|
||
| IP litigation costs, net |
(149 |
) |
|
|
(84 |
) |
|
||
| Non-GAAP SG&A expenses |
40,714 |
|
|
|
37,929 |
|
|
||
|
|
|
|
|
||||||
| GAAP impairment losses |
86 |
|
|
|
— |
|
|
||
| Impairment losses |
(86 |
) |
|
|
— |
|
|
||
| Non-GAAP impairment losses |
— |
|
|
|
— |
|
|
||
|
|
|
|
|
||||||
| GAAP restructuring expenses |
3,833 |
|
|
|
2,477 |
|
|
||
| Restructuring charges |
(3,833 |
) |
|
|
(2,477 |
) |
|
||
| Non-GAAP restructuring expenses |
— |
|
|
|
— |
|
|
||
|
|
|
|
|
||||||
| GAAP loss from operations |
(77,484 |
) |
|
|
(14,131 |
) |
|
||
| Total non-GAAP adjustments |
124,111 |
|
|
|
71,832 |
|
|
||
| Non-GAAP income from operations |
46,627 |
|
|
|
57,701 |
|
|
||
|
|
|
|
|
||||||
| GAAP and non-GAAP interest and other income (expense), net |
(8,565 |
) |
|
|
(7,564 |
) |
|
||
| Non-recurring gain on reversal of liability |
— |
|
|
|
(1,006 |
) |
|
||
| Non-GAAP interest and other income (expense), net |
(8,565 |
) |
|
|
(8,570 |
) |
|
||
|
|
|
|
|
||||||
| GAAP loss before income taxes |
(86,049 |
) |
|
|
(21,695 |
) |
|
||
| Total non-GAAP adjustments |
124,111 |
|
|
|
70,826 |
|
|
||
| Non-GAAP income before income taxes |
38,062 |
|
|
|
49,131 |
|
|
||
|
|
|
|
|
||||||
| GAAP income tax benefit |
(12,128 |
) |
|
|
(9,901 |
) |
|
||
| Adjustment for non-cash tax benefits/expenses |
14,412 |
|
|
|
12,993 |
|
|
||
| Non-GAAP income tax provision |
2,284 |
|
|
|
3,092 |
|
|
||
|
|
|
|
|
||||||
| GAAP net loss |
(73,921 |
) |
|
|
(11,794 |
) |
|
||
| Total non-GAAP adjustments before income taxes |
124,111 |
|
|
|
70,826 |
|
|
||
| Less: total tax adjustments |
14,412 |
|
|
|
12,993 |
|
|
||
| Non-GAAP net income |
$ |
35,778 |
|
|
|
$ |
46,039 |
|
|
|
|
|
|
|
||||||
| Shares used in computing non-GAAP basic net income per share |
72,729 |
|
|
|
70,755 |
|
|
||
| Shares used in computing non-GAAP diluted net income per share |
73,925 |
|
|
|
72,270 |
|
|
||
| Non-GAAP basic net income per share |
$ |
0.49 |
|
|
|
$ |
0.65 |
|
|
| Non-GAAP diluted net income per share |
$ |
0.48 |
|
|
|
$ |
0.64 |
|
|
| MAXLINEAR, INC. |
|||||||||||
| UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES |
|||||||||||
|
|
Three Months Ended |
||||||||||
|
|
September 30, 2020 |
|
June 30, 2020 |
|
September 30, 2019 |
||||||
| GAAP gross profit |
42.3 |
|
% |
|
50.2 |
|
% |
|
52.4 |
|
% |
| Stock-based compensation |
0.1 |
|
% |
|
0.2 |
|
% |
|
0.2 |
|
% |
| Performance based equity |
0.1 |
|
% |
|
0.2 |
|
% |
|
— |
|
% |
| Amortization of inventory step-up |
9.2 |
|
% |
|
— |
|
% |
|
— |
|
% |
| Amortization of purchased intangible assets |
6.3 |
|
% |
|
13.2 |
|
% |
|
10.6 |
|
% |
| Non-GAAP gross profit |
58.0 |
|
% |
|
63.7 |
|
% |
|
63.1 |
|
% |
|
|
|
|
|
|
|
||||||
| GAAP R&D expenses |
35.6 |
|
% |
|
42.9 |
|
% |
|
29.0 |
|
% |
| Stock-based compensation |
(3.9 |
) |
% |
|
(7.7 |
) |
% |
|
(5.2 |
) |
% |
| Performance based equity |
(4.0 |
) |
% |
|
(3.2 |
) |
% |
|
(0.1 |
) |
% |
| Amortization of purchased intangible assets |
— |
|
% |
|
— |
|
% |
|
— |
|
% |
| Non-GAAP R&D expenses |
27.8 |
|
% |
|
32.0 |
|
% |
|
23.7 |
|
% |
|
|
|
|
|
|
|
||||||
| GAAP SG&A expenses |
26.6 |
|
% |
|
42.1 |
|
% |
|
27.4 |
|
% |
| Stock-based compensation |
(4.7 |
) |
% |
|
(10.6 |
) |
% |
|
(5.1 |
) |
% |
| Performance based equity |
(1.9 |
) |
% |
|
(1.8 |
) |
% |
|
(0.4 |
) |
% |
| Amortization of purchased intangible assets |
(3.9 |
) |
% |
|
(8.5 |
) |
% |
|
(7.2 |
) |
% |
| Acquisition and integration costs |
(5.0 |
) |
% |
|
(3.2 |
) |
% |
|
— |
|
% |
| IP litigation costs, net |
— |
|
% |
|
(0.1 |
) |
% |
|
(0.1 |
) |
% |
| Non-GAAP SG&A expenses |
11.2 |
|
% |
|
18.0 |
|
% |
|
14.7 |
|
% |
|
|
|
|
|
|
|
||||||
| GAAP restructuring expenses |
2.1 |
|
% |
|
0.1 |
|
% |
|
0.2 |
|
% |
| Restructuring charges |
(2.1 |
) |
% |
|
(0.1 |
) |
% |
|
(0.2 |
) |
% |
| Non-GAAP restructuring expenses |
— |
|
% |
|
— |
|
% |
|
— |
|
% |
|
|
|
|
|
|
|
||||||
| GAAP loss from operations |
(22.1 |
) |
% |
|
(34.9 |
) |
% |
|
(4.2 |
) |
% |
| Total non-GAAP adjustments |
41.1 |
|
% |
|
48.7 |
|
% |
|
28.9 |
|
% |
| Non-GAAP income from operations |
19.0 |
|
% |
|
13.7 |
|
% |
|
24.7 |
|
% |
|
|
|
|
|
|
|
||||||
| GAAP interest and other income (expense), net |
(2.7 |
) |
% |
|
(3.4 |
) |
% |
|
(1.8 |
) |
% |
| Nonrecurring gain on reversal of liability |
— |
|
% |
|
— |
|
% |
|
(1.3 |
) |
% |
| Non-GAAP interest and other income (expense), net |
(2.7 |
) |
% |
|
(3.4 |
) |
% |
|
(3.0 |
) |
% |
|
|
|
|
|
|
|
||||||
| GAAP loss before income taxes |
(24.8 |
) |
% |
|
(38.3 |
) |
% |
|
(5.9 |
) |
% |
| Total non-GAAP adjustments before income taxes |
41.1 |
|
% |
|
48.7 |
|
% |
|
27.6 |
|
% |
| Non-GAAP income before income taxes |
16.3 |
|
% |
|
10.3 |
|
% |
|
21.7 |
|
% |
|
|
|
|
|
|
|
||||||
| GAAP income tax benefit |
(1.4 |
) |
% |
|
(4.9 |
) |
% |
|
— |
|
% |
| Adjustment for non-cash tax benefits/expenses |
2.4 |
|
% |
|
5.5 |
|
% |
|
1.1 |
|
% |
| Non-GAAP income tax provision |
1.0 |
|
% |
|
0.6 |
|
% |
|
1.1 |
|
% |
|
|
|
|
|
|
|
||||||
| GAAP net loss |
(23.4 |
) |
% |
|
(33.4 |
) |
% |
|
(5.9 |
) |
% |
| Total non-GAAP adjustments before income taxes |
41.1 |
|
% |
|
48.7 |
|
% |
|
27.6 |
|
% |
| Less: total tax adjustments |
2.4 |
|
% |
|
5.5 |
|
% |
|
1.1 |
|
% |
| Non-GAAP net income |
15.3 |
|
% |
|
9.7 |
|
% |
|
20.6 |
|
% |
| MAXLINEAR, INC. |
|||||||
| UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES |
|||||||
|
|
Nine Months Ended |
||||||
|
|
September 30, 2020 |
|
September 30, 2019 |
||||
| GAAP gross profit |
45.7 |
|
% |
|
53.0 |
|
% |
| Stock-based compensation |
0.2 |
|
% |
|
0.2 |
|
% |
| Performance based equity |
0.1 |
|
% |
|
0.0 |
|
% |
| Amortization of inventory step-up |
5.1 |
|
% |
|
0.0 |
|
% |
| Amortization of purchased intangible assets |
9.5 |
|
% |
|
10.3 |
|
% |
| Non-GAAP gross profit |
60.6 |
|
% |
|
63.5 |
|
% |
|
|
|
|
|
||||
| GAAP R&D expenses |
38.6 |
|
% |
|
30.3 |
|
% |
| Stock-based compensation |
(5.2 |
) |
% |
|
(5.1 |
) |
% |
| Performance based equity |
(3.5 |
) |
% |
|
(0.4 |
) |
% |
| Amortization of purchased intangible assets |
0.0 |
|
% |
|
0.0 |
|
% |
| Depreciation of fixed asset step-up |
— |
|
% |
|
— |
|
% |
| Non-GAAP R&D expenses |
29.8 |
|
% |
|
24.8 |
|
% |
|
|
|
|
|
||||
| GAAP SG&A expenses |
33.0 |
|
% |
|
27.4 |
|
% |
| Stock-based compensation |
(6.1 |
) |
% |
|
(4.6 |
) |
% |
| Performance based equity |
(1.9 |
) |
% |
|
(0.5 |
) |
% |
| Amortization of purchased intangible assets |
(6.1 |
) |
% |
|
(7.0 |
) |
% |
| Acquisition and integration costs |
(4.6 |
) |
% |
|
— |
|
% |
| IP litigation costs, net |
(0.1 |
) |
% |
|
— |
|
% |
| Non-GAAP SG&A expenses |
14.3 |
|
% |
|
15.3 |
|
% |
|
|
|
|
|
||||
| GAAP impairment losses |
0.03 |
|
% |
|
— |
|
% |
| Impairment losses |
(0.03 |
) |
% |
|
— |
|
% |
| Non-GAAP impairment losses |
— |
|
% |
|
— |
|
% |
|
|
|
|
|
||||
| GAAP restructuring expenses |
1.4 |
|
% |
|
1.0 |
|
% |
| Restructuring charges |
(1.4 |
) |
% |
|
(1.0 |
) |
% |
| Non-GAAP restructuring expenses |
— |
|
% |
|
— |
|
% |
|
|
|
|
|
||||
| GAAP loss from operations |
(27.3 |
) |
% |
|
(5.7 |
) |
% |
| Total non-GAAP adjustments |
43.7 |
|
% |
|
29.1 |
|
% |
| Non-GAAP income from operations |
16.4 |
|
% |
|
23.4 |
|
% |
|
|
|
|
|
||||
| GAAP interest and other income (expense), net |
(3.0 |
) |
% |
|
(3.1 |
) |
% |
| Nonrecurring gain on reversal of liability |
0.0 |
|
% |
|
(0.4 |
) |
% |
| Non-GAAP interest and other income (expense), net |
(3.0 |
) |
% |
|
(3.5 |
) |
% |
|
|
|
|
|
||||
| GAAP loss before income taxes |
(30.3 |
) |
% |
|
(8.8 |
) |
% |
| Total non-GAAP adjustments before income taxes |
43.7 |
|
% |
|
28.7 |
|
% |
| Non-GAAP income before income taxes |
13.4 |
|
% |
|
19.9 |
|
% |
|
|
|
|
|
||||
| GAAP income tax benefit |
(4.3 |
) |
% |
|
(4.0 |
) |
% |
| Adjustment for non-cash tax benefits/expenses |
5.1 |
|
% |
|
5.3 |
|
% |
| Non-GAAP income tax provision |
0.8 |
|
% |
|
1.3 |
|
% |
|
|
|
|
|
||||
| GAAP net loss |
(26.0 |
) |
% |
|
(4.8 |
) |
% |
| Total non-GAAP adjustments before income taxes |
43.7 |
|
% |
|
28.7 |
|
% |
| Less: total tax adjustments |
5.1 |
|
% |
|
5.3 |
|
% |
| Non-GAAP net income |
12.6 |
|
% |
|
18.6 |
|
% |
