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Maxlinear Inc (MXL) SEC Filing 8-K Material Event for the period ending Wednesday, July 28, 2021

SEC Filings

Maxlinear Inc

CIK: 1288469 Ticker: MXL

Exhibit 99.1
mxla01a01a42a.jpg
FOR IMMEDIATE RELEASE

MaxLinear, Inc. Announces Second Quarter 2021 Financial Results

Net revenue of $205.4 million, up 215% year-on-year
GAAP gross margin 54.8%, up 140 bps from previous quarter
Non-GAAP Gross Margin of 60.2%, up 160 bps from previous quarter, above the high-end guidance
Strong Sales growth expected to continue into Q3 across all end-markets

Carlsbad, Calif. – July 28, 2021 – MaxLinear, Inc. (NYSE: MXL), a leading provider of RF, analog, digital and mixed-signal integrated circuits, today announced financial results for the second quarter ended June 30, 2021.

Second Quarter Financial Highlights
GAAP basis:
Net revenue was $205.4 million, up 215% year-on-year.
GAAP gross margin was 54.8%, compared to 53.4% in the prior quarter, and 50.2% in the year-ago quarter.
GAAP operating expenses were $110.3 million in the second quarter 2021, or 54% of net revenue, compared to $101.8 million in the prior quarter, or 49% of net revenue, and $55.5 million in the year-ago quarter, or 85% of net revenue.
GAAP income from operations was 1% of revenue, compared to income from operations of 5% in the prior quarter, and loss from operations of 35% in the year-ago quarter.
Net cash flow provided by operating activities was $7.9 million, compared to net cash flow provided by operating activities of $60.3 million in the prior quarter, and net cash flow provided by operating activities of $9.3 million in the year-ago quarter.
GAAP diluted earnings per share was $0.01, compared to diluted earnings per share of $0.05 in the prior quarter, and diluted loss per share of $0.30 in the year-ago quarter.
Non-GAAP basis:
Non-GAAP gross margin was 60.2%. This compares to 58.6% in the prior quarter, and 63.7% in the year-ago quarter.
Non-GAAP operating expenses were $75.2 million, or 37% of revenue, compared to $72.6 million or 35% of revenue in the prior quarter, and $32.6 million or 50% of revenue in the year-ago quarter.
Non-GAAP income from operations was 24% of revenue, compared to 24% in the prior quarter, and 14% in the year-ago quarter.
Non-GAAP diluted earnings per share was $0.53, compared to diluted earnings per share of $0.55 in the prior quarter, and diluted earnings per share of $0.09 in the year-ago quarter.

Recent Business Highlights

Announced showcase of industry-first 5nm CMOS 800Gbps PAM4 DSP for data center applications.
Announced selection of MxL 93516 PAM4 DSP by uSenlight Corporation to deliver sub-3.5W 100G optical modules for hyperscale data centers and wireless front haul applications
Announced MaxLinear's collaboration with MACOM to assure interoperability of PAM4 DSPs and 100G/lane transimpedance amplifiers for 100G/lambda applications in data center applications.
Announced partnership with Cree, Inc. combining MaxLinear's ultra-wideband linearization solution and Cree's Wolfspeed Gallium Nitride on SiC mid-band power amplifiers increasing wireless capacity of a 5G base station

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Management Commentary

“In the second quarter, revenue was up 215% year-over-year, driven by growth across all of our end markets. Solid demand for our broadband access and connectivity and high-performance analog products was due to a combination of end-market strength and company-specific drivers, including platform-level silicon content increases and market share gains. Non-GAAP gross margin for Q2 of 60.2% was the highest level reported in the past four quarters, mainly due to our strategic focus on driving operational synergies. We are currently focused on improving the ability of our manufacturing supply chain to meet the strong and growing market demand for our connectivity, broadband, and infrastructure products in the latter half of 2021 and heading into 2022. Despite the ongoing challenges within the worldwide semiconductor manufacturing supply chain, we are increasingly confident in the Company’s outlook for the remainder of this year,” commented Kishore Seendripu, Ph.D., Chairman and CEO.
Third Quarter 2021 Business Outlook

The company expects revenue in the third quarter 2021 to be approximately $215 million to $225 million. The Company also estimates the following:
GAAP gross margin of approximately 54.5% to 56.5%;
Non-GAAP gross margin of approximately 59.5% to 61.5%;
GAAP operating expenses of approximately $106.0 million to $110.0 million;
Non-GAAP operating expenses of approximately $75.5 million to $79.5 million;
GAAP interest and other expense of approximately $2.9 million to $3.0 million; and
Non-GAAP interest and other expense of approximately $2.8 million to $2.9 million.
Webcast and Conference Call

MaxLinear will host its second quarter financial results conference call today, July 28, 2021 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 August 11, 2021. A replay of the conference call will also be available until August 11, 2021 by dialing US toll free: 1-877-660-6853 / International: 1-201-612-7415 and Conference ID#: 13721386.
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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 third quarter 2021 revenue, gross margins, and operating expenses as well as statements with respect to confidence in the Company’s outlook for the balance of 2021 and into 2022) and statements concerning expectations of potential developments in our target markets, including (without limitation) management’s views with respect to the prospects for and trends in our broadband, connectivity and 5G wireless and fiber-optic high-speed interconnect infrastructure markets. 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. 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. In addition, we have incurred indebtedness, which enhances specific risks relating to our ability to service interest and principal payments and limitations on our operating flexibility based on financial and operating covenants in the applicable term loan agreements, including (without limitation) debt covenant restrictions that may limit our ability to obtain additional financing, granting liens, undergoing certain fundamental changes, or making investments or certain restricted payments, and selling assets. Additional risks and uncertainties affecting our business and future operating results include, without limitation, increasing supply chain risks within our industry, including increases in shipping and material costs and substantial shipping delays resulting in extended lead-times; the on-going impact of the Covid-19 pandemic on our business, including the extent to which our broadband businesses will continue to benefit from work-from-home and similar initiatives as the pandemic abates;
risks associated with our ability to realize improved profitability from our Wi-Fi and Broadband assets business; intense competition in our industry; our dependence on a limited number of customers for a substantial portion of our revenues; potential uncertainties arising from continued consolidation among cable television and satellite operators in our target markets and continued consolidation among competitors within the semiconductor industry generally; our ability to develop and introduce new and enhanced products on a timely basis and achieve market acceptance of those products, particularly as we seek to expand outside of our historic markets; potential decreases in average selling prices for our products; risks relating to intellectual property protection and the prevalence of intellectual property litigation in our industry; our reliance on a limited number of third party manufacturers; our lack of long-term supply contracts and dependence on limited sources of supply, which may be adversely affected by the pandemic; uncertainties concerning how end user markets for our products will develop, including in particular markets we have entered more recently such as broadband and Wi-Fi and 5G wireless and fiber-optic data center high-speed interconnect infrastructure markets but also existing markets which we previously referred to as connected home; and uncertainties concerning the outcome of global trade negotiations, export control limitations, and heightened geopolitical risks generally.
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, 2020 filed with the SEC on February 11, 2021, 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 June 30, 2021, which we expect to file soon. All forward-looking statements are based on the estimates, projections and assumptions of management as of July 28, 2021, 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 2021, which we currently intend to settle in shares of our common stock; (iii) accruals related to our performance based bonus plan for 2020, which we settled in shares of common stock in 2021; (iv) amortization of purchased intangible assets; (v) research and development funded by others; (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; (x) loss from extinguishment of debt; (xi) other non-recurring interest and other income (expenses), net attributable to acquisitions and (xii) 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
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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 2020 performance periods were settled through the issuance of shares of common stock under our equity incentive plans in March 2021. We currently expect that bonus awards under our fiscal 2021 program will be settled in common stock in the first quarter of fiscal 2022.
Expenses incurred in relation to acquisitions include amortization of purchased intangible assets, acquisition and integration costs primarily consisting of professional and consulting fees, and amortization of discount on deferred purchase price payments to interest expense.
Research and development funded by others represents proceeds received under a contract for a jointly funded R&D project to develop technology that may be commercialized into a product in the future. Such proceeds have not yet been recognized in GAAP results as 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.
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.
Loss on extinguishment of debt is related to the charge-off of remaining unamortized debt discount and issuance costs on debt we repaid early with proceeds from a new term loan in June 2021.
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 third quarter 2021.
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. Investor Relations Contact:
Steven Litchfield
Tel: 949-333-0080
IR@maxlinear.com

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MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Three Months Ended
June 30, 2021March 31, 2021June 30, 2020
Net revenue$205,376 $209,359 $65,220 
Cost of net revenue92,833 97,640 32,477 
Gross profit112,543 111,719 32,743 
Operating expenses:
Research and development74,416 63,166 27,984 
Selling, general and administrative35,885 36,469 27,470 
Restructuring charges38 2,166 64 
Total operating expenses110,339 101,801 55,518 
Income (loss) from operations2,204 9,918 (22,775)
Interest income18 — 31 
Interest expense(3,741)(4,206)(2,183)
Loss on extinguishment of debt(5,221)— — 
Other income (expense), net(537)(104)(81)
Total other income (expense), net(9,481)(4,310)(2,233)
Income (loss) before income taxes(7,277)5,608 (25,008)
Income tax provision (benefit)(8,010)1,806 (3,201)
Net income (loss)$733 $3,802 $(21,807)
Net income (loss) per share:
Basic$0.01 $0.05 $(0.30)
Diluted$0.01 $0.05 $(0.30)
Shares used to compute net income (loss) per share:
Basic75,930 74,852 72,740 
Diluted79,026 78,283 72,740 

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MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Six Months Ended
June 30, 2021June 30, 2020
Net revenue$414,735 $127,247 
Cost of net revenue190,473 63,742 
Gross profit224,262 63,505 
Operating expenses:
Research and development137,582 53,673 
Selling, general and administrative72,354 52,102 
Impairment losses— 86 
Restructuring charges2,204 553 
Total operating expenses212,140 106,414 
Income (loss) from operations12,122 (42,909)
Interest income18 256 
Interest expense(7,947)(4,659)
Loss on extinguishment of debt(5,221)— 
Other income (expense), net(641)99 
Total other income (expense), net(13,791)(4,304)
Loss before income taxes(1,669)(47,213)
Income tax benefit(6,204)(9,937)
Net income (loss)$4,535 $(37,276)
Net income (loss) per share:
Basic$0.06 $(0.51)
Diluted$0.06 $(0.51)
Shares used to compute net income (loss) per share:
Basic75,394 72,389 
Diluted78,657 72,389 


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MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Three Months Ended
June 30, 2021March 31, 2021June 30, 2020
Operating Activities
Net income (loss)$733 $3,802 $(21,807)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization and depreciation21,997 22,325 16,532 
Amortization of debt issuance costs and accretion of discount on debt and leases918 1,153 397 
Stock-based compensation13,966 12,955 12,085 
Deferred income taxes(6,002)541 (2,879)
Loss on disposal of property and equipment20 368 — 
Impairment of leasehold improvements— 226 — 
Impairment of leased right-of-use assets— 429 — 
Loss on extinguishment of debt5,221 — — 
Loss on foreign currency and other387 21 20 
Excess tax benefits on stock based awards(2,822)(1,809)(472)
Changes in operating assets and liabilities:
Accounts receivable(47,800)(20,079)3,362 
Inventory(6,254)5,658 (3,184)
Prepaid expenses and other assets3,588 29,860 (669)
Leased right-of-use assets36 36 (314)
Accounts payable, accrued expenses and other current liabilities8,652 (2,341)6,020 
Accrued compensation13,857 1,376 4,396 
Accrued price protection liability(344)7,299 (2,132)
Lease liabilities(2,345)(2,002)(1,279)
Other long-term liabilities4,043 454 (816)
Net cash provided by operating activities7,851 60,272 9,260 
Investing Activities
Purchases of property and equipment(11,158)(6,152)(3,901)
Purchases of intangible assets— (1,112)(13)
Cash used in acquisitions, net of cash acquired(7,500)(20,000)— 
Purchases of long-term investments— (5,000)— 
Net cash used in investing activities(18,658)(32,264)(3,914)
Financing Activities
Proceeds from the issuance of debt350,000 — — 
Payment of debt issuance cost(4,127)— — 
Repayment of debt(349,813)(20,000)— 
Net proceeds from issuance of common stock4,796 1,298 4,154 
Minimum tax withholding paid on behalf of employees for restricted stock units(2,663)(7,442)(1,024)
Repurchase of common stock(4,464)(2,673)— 
Net cash provided by (used in) financing activities(6,271)(28,817)3,130 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(681)(32)513 
Increase (decrease) in cash, cash equivalents and restricted cash(17,759)(841)8,989 
Cash, cash equivalents and restricted cash at beginning of period149,193 150,034 98,440 
Cash, cash equivalents and restricted cash at end of period$131,434 $149,193 $107,429 
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MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Six months ended
June 30, 2021June 30, 2020
Operating Activities
Net income (loss)$4,535 $(37,276)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Amortization and depreciation44,322 33,265 
Impairment losses— 86 
Amortization of debt issuance costs and accretion of discount on debt and leases2,071 807 
Stock-based compensation26,921 18,912 
Deferred income taxes(5,461)(9,087)
Loss on disposal of property and equipment388 — 
Impairment of leasehold improvements226 163 
Impairment of leased right-of-use assets429 44 
Loss on extinguishment of debt5,221 — 
(Gain) loss on foreign currency408 (226)
Excess tax benefits on stock-based awards(4,631)(378)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable(67,879)8,977 
Inventory(596)(2,831)
Prepaid expenses and other assets33,448 774 
Leased right-of-use assets72 326 
Accounts payable, accrued expenses and other current liabilities6,311 5,235 
Accrued compensation15,233 7,757 
Accrued price protection liability6,955 (6,669)
Lease liabilities(4,347)(2,709)
Other long-term liabilities4,497 (1,262)
Net cash provided by operating activities68,123 15,908 
Investing Activities
Purchases of property and equipment(17,310)(4,936)
Purchases of intangible assets(1,112)(13)
Cash used in acquisitions, net of cash acquired(27,500)— 
Purchases of available-for-sale securities(5,000)— 
Net cash used in investing activities(50,922)(4,949)
Financing Activities
Proceeds from the issuance of debt350,000 — 
Payment of debt issuance cost(4,127)— 
Repayment of debt(369,813)— 
Net proceeds from issuance of common stock6,094 4,642 
Minimum tax withholding paid on behalf of employees for restricted stock units
(10,105)(1,499)
Repurchase of common stock(7,137)— 
Net cash provided by (used in) financing activities(35,088)3,143 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(713)210 
Increase (decrease) in cash, cash equivalents and restricted cash(18,600)14,312 
Cash, cash equivalents and restricted cash at beginning of period150,034 93,117 
Cash, cash equivalents and restricted cash at end of period$131,434 $107,429 

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MAXLINEAR, INC.
UNAUDITED GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

June 30, 2021March 31, 2021June 30, 2020
Assets
Current assets:
Cash and cash equivalents$130,312 $148,095 $107,362 
Short-term restricted cash107 114 
Accounts receivable, net135,321 87,521 41,434 
Inventory98,502 92,154 34,284 
Prepaid expenses and other current assets13,866 17,096 7,489 
Total current assets378,108 344,980 190,578 
Long-term restricted cash1,015 984 58 
Property and equipment, net48,104 40,787 18,059 
Leased right-of-use assets22,847 24,403 8,942 
Intangible assets, net174,964 191,542 159,441 
Goodwill302,828 302,828 238,330 
Deferred tax assets91,526 85,524 76,371 
Other long-term assets7,235 7,551 1,281 
Total assets$1,026,627 $998,599 $693,060 
Liabilities and stockholders’ equity
Current liabilities$211,789 $197,637 $69,964 
Long-term lease liabilities20,445 22,419 6,833 
Long-term debt343,022 344,116 207,486 
Other long-term liabilities17,704 13,649 6,802 
Stockholders’ equity433,667 420,778 401,975 
Total liabilities and stockholders’ equity$1,026,627 $998,599 $693,060 

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MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
(in thousands, except per share data)

Three Months Ended
June 30, 2021March 31, 2021June 30, 2020
GAAP gross profit$112,543 $111,719 $32,743 
Stock-based compensation148 169 126 
Performance based equity127 82 109 
Amortization of purchased intangible assets10,743 10,747 8,581 
Non-GAAP gross profit123,561 122,717 41,559 
GAAP R&D expenses74,416 63,166 27,984 
Stock-based compensation(7,268)(7,162)(5,040)
Performance based equity(8,249)(4,598)(2,054)
Research and development funded by others(3,800)— — 
Acquisition and integration costs(38)(92)— 
Non-GAAP R&D expenses55,061 51,314 20,890 
GAAP SG&A expenses35,885 36,469 27,470 
Stock-based compensation(6,551)(5,624)(6,920)
Performance based equity(3,357)(1,890)(1,144)
Amortization of purchased intangible assets(5,816)(6,070)(5,549)
Acquisition and integration costs(25)(1,561)(2,090)
IP litigation costs, net— (11)(54)
Non-GAAP SG&A expenses20,136 21,313 11,713 
GAAP restructuring expenses38 2,166 64 
Restructuring charges(38)(2,166)(64)
Non-GAAP restructuring expenses— — — 
GAAP income (loss) from operations2,204 9,918 (22,775)
Total non-GAAP adjustments46,160 40,172 31,731 
Non-GAAP income from operations48,364 50,090 8,956 
GAAP loss on extinguishment of debt(5,221)— — 
Loss on extinguishment of debt5,221 — — 
Non-GAAP loss on extinguishment of debt— — — 
GAAP and non-GAAP interest and other income (expense), net(4,260)(4,310)(2,233)
Non-recurring interest and other income (expense), net133 310 — 
Non-GAAP interest and other income (expense), net(4,127)(4,000)(2,233)
GAAP income (loss) before income taxes(7,277)5,608 (25,008)
Total non-GAAP adjustments51,514 40,482 31,731 
Non-GAAP income before income taxes44,237 46,090 6,723 
GAAP income tax provision (benefit)(8,010)1,806 (3,201)
Adjustment for non-cash tax benefits/expenses10,665 959 3,605 
Non-GAAP income tax provision2,655 2,765 404 
GAAP net income (loss)733 3,802 (21,807)
Total non-GAAP adjustments before income taxes51,514 40,482 31,731 
Less: total tax adjustments10,665 959 3,605 
Non-GAAP net income$41,582 $43,325 $6,319 
Shares used in computing non-GAAP basic net income per share75,930 74,852 72,740 
Shares used in computing non-GAAP diluted net income per share79,026 78,283 73,772 
Non-GAAP basic net income per share$0.55 $0.58 $0.09 
Non-GAAP diluted net income per share$0.53 $0.55 $0.09 

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MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
(in thousands, except per share data)

Six Months Ended
June 30, 2021June 30, 2020
GAAP gross profit$224,262 $63,505 
Stock-based compensation317 274 
Performance based equity209 178 
Amortization of purchased intangible assets21,490 17,162 
Non-GAAP gross profit246,278 81,119 
GAAP R&D expenses137,582 53,673 
Stock-based compensation(14,430)(8,786)
Performance based equity(12,847)(3,804)
Research and development funded by others(3,800)— 
Acquisition and integration costs(130)— 
Non-GAAP R&D expenses106,375 41,083 
GAAP SG&A expenses72,354 52,102 
Stock-based compensation(12,175)(9,853)
Performance based equity(5,247)(2,280)
Amortization of purchased intangible assets(11,886)(11,272)
Acquisition and integration costs(1,586)(5,360)
IP litigation costs, net(11)(114)
Non-GAAP SG&A expenses41,449 23,223 
GAAP impairment losses— 86 
Impairment losses— (86)
Non-GAAP impairment losses— — 
GAAP restructuring expenses2,204 553 
Restructuring charges(2,204)(553)
Non-GAAP restructuring expenses— — 
GAAP income (loss) from operations12,122 (42,909)
Total non-GAAP adjustments86,332 59,722 
Non-GAAP income from operations98,454 16,813 
GAAP loss on extinguishment of debt(5,221)— 
Loss on extinguishment of debt5,221 — 
Non-GAAP loss on extinguishment of debt— — 
GAAP and non-GAAP interest and other income (expense), net(8,570)(4,304)
Non-recurring interest and other income (expense), net443 — 
Non-GAAP interest and other income (expense), net(8,127)(4,304)
GAAP income (loss) before income taxes(1,669)(47,213)
Total non-GAAP adjustments91,996 59,722 
Non-GAAP income before income taxes90,327 12,509 
GAAP income tax provision (benefit)(6,204)(9,937)
Adjustment for non-cash tax benefits/expenses11,624 10,688 
Non-GAAP income tax provision5,420 751 
GAAP net income (loss)4,535 (37,276)
Total non-GAAP adjustments before income taxes91,996 59,722 
Less: total tax adjustments11,624 10,688 
Non-GAAP net income$84,907 $11,758 
Shares used in computing non-GAAP basic net income per share75,394 72,389 
Shares used in computing non-GAAP diluted net income per share78,657 73,223 
Non-GAAP basic net income per share$1.13 $0.16 
Non-GAAP diluted net income per share$1.08 $0.16 

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MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Three Months Ended
June 30, 2021March 31, 2021June 30, 2020
GAAP gross profit54.8 %53.4 %50.2 %
Stock-based compensation0.1 %0.1 %0.2 %
Performance based equity0.1 %— %0.2 %
Amortization of purchased intangible assets5.2 %5.1 %13.2 %
Non-GAAP gross profit60.2 %58.6 %63.7 %
GAAP R&D expenses36.2 %30.2 %42.9 %
Stock-based compensation(3.5)%(3.4)%(7.7)%
Performance based equity(4.0)%(2.2)%(3.1)%
Research and development funded by others(1.9)%— %— %
Acquisition and integration costs— %— %— %
Non-GAAP R&D expenses26.8 %24.5 %32.0 %
GAAP SG&A expenses17.5 %17.4 %42.1 %
Stock-based compensation(3.2)%(2.7)%(10.6)%
Performance based equity(1.6)%(0.9)%(1.8)%
Amortization of purchased intangible assets(2.8)%(2.9)%(8.5)%
Acquisition and integration costs— %(0.8)%(3.2)%
IP litigation costs, net— %— %(0.1)%
Non-GAAP SG&A expenses9.8 %10.2 %18.0 %
GAAP restructuring expenses— %1.0 %0.1 %
Restructuring charges— %(1.0)%(0.1)%
Non-GAAP restructuring expenses— %— %— %
GAAP income (loss) from operations1.1 %4.7 %(34.9)%
Total non-GAAP adjustments22.5 %19.2 %48.7 %
Non-GAAP income from operations23.6 %23.9 %13.7 %
GAAP loss on extinguishment of debt(2.5)%— %— %
Loss on extinguishment of debt2.5 %— %— %
Non-GAAP loss on extinguishment of debt— %— %— %
GAAP and non-GAAP interest and other income (expense), net(2.1)%(2.1)%(3.4)%
Non-recurring interest and other income (expense), net0.1 %0.1 %— %
Non-GAAP interest and other income (expense), net(2.0)%(1.9)%(3.4)%
GAAP income (loss) before income taxes(3.5)%2.7 %(38.3)%
Total non-GAAP adjustments before income taxes25.1 %19.3 %48.7 %
Non-GAAP income before income taxes21.5 %22.0 %10.3 %
GAAP income tax provision (benefit)(3.9)%0.9 %(4.9)%
Adjustment for non-cash tax benefits/expenses5.2 %0.5 %5.5 %
Non-GAAP income tax provision1.3 %1.3 %0.6 %
GAAP net income (loss)0.4 %1.8 %(33.4)%
Total non-GAAP adjustments before income taxes25.1 %19.3 %48.7 %
Less: total tax adjustments5.2 %0.5 %5.5 %
Non-GAAP net income 20.3 %20.7 %9.7 %
12


MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Six Months Ended
June 30, 2021June 30, 2020
GAAP gross profit54.1 %49.9 %
Stock-based compensation0.1 %0.2 %
Performance based equity0.1 %0.1 %
Amortization of purchased intangible assets5.2 %13.5 %
Non-GAAP gross profit59.4 %63.7 %
GAAP R&D expenses33.2 %42.2 %
Stock-based compensation(3.5)%(6.9)%
Performance based equity(3.1)%(3.0)%
Research and development funded by others(0.9)%— %
Acquisition and integration costs— %— %
Non-GAAP R&D expenses25.7 %32.3 %
GAAP SG&A expenses17.4 %40.9 %
Stock-based compensation(2.9)%(7.7)%
Performance based equity(1.3)%(1.8)%
Amortization of purchased intangible assets(2.9)%(8.9)%
Acquisition and integration costs(0.4)%(4.2)%
IP litigation costs, net— %(0.1)%
Non-GAAP SG&A expenses10.0 %18.3 %
GAAP impairment losses— %0.1 %
Impairment losses— %(0.1)%
Non-GAAP impairment losses— %— %
GAAP restructuring expenses0.5 %0.4 %
Restructuring charges(0.5)%(0.4)%
Non-GAAP restructuring expenses— %— %
GAAP income (loss) from operations2.9 %(33.7)%
Total non-GAAP adjustments20.8 %46.9 %
Non-GAAP income from operations23.7 %13.2 %
GAAP loss on extinguishment of debt(1.3)%— %
Loss on extinguishment of debt1.3 %— %
Non-GAAP loss on extinguishment of debt— %— %
GAAP and non-GAAP interest and other income (expense), net(2.1)%(3.4)%
Non-recurring interest and other income (expense), net0.1 %— %
Non-GAAP interest and other income (expense), net(2.0)%(3.4)%
GAAP income (loss) before income taxes(0.4)%(37.1)%
Total non-GAAP adjustments22.2 %46.9 %
Non-GAAP income before income taxes21.8 %9.8 %
GAAP income tax provision (benefit)(1.5)%(7.8)%
Adjustment for non-cash tax benefits/expenses2.8 %8.4 %
Non-GAAP income tax provision1.3 %0.6 %
GAAP net income (loss)1.1 %(29.3)%
Total non-GAAP adjustments before income taxes22.2 %46.9 %
Less: total tax adjustments2.8 %8.4 %
Non-GAAP net income20.5 %9.2 %
13

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): July 28, 2021
MaxLinear, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3466614-1896129
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
5966 La Place Court, Suite 100, Carlsbad, California 92008
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (760) 692-0711
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))
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. 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stockMXLNew York Stock Exchange




Item 2.02. Results of Operations and Financial Condition.
The information in this Current Report on Form 8-K and the exhibit attached hereto is 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.
On July 28, 2021, MaxLinear, Inc. issued a press release announcing unaudited financial results for the second quarter ended June 30, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits
ExhibitDescription
99.1
Press Release, dated July 28, 2021

2


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 thereunto duly authorized.
Date:July 28, 2021MAXLINEAR, INC.
(Registrant)
By:/s/ Steven G. Litchfield
Steven G. Litchfield
Chief Financial Officer and Chief Corporate Strategy Officer
(Principal Financial Officer)

3


EXHIBIT INDEX
Exhibit
No.
Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

4

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Maxlinear Inc provided additional information to their SEC Filing as exhibits

Ticker: MXL
CIK: 1288469
Form Type: 8-K Corporate News
Accession Number: 0001288469-21-000191
Submitted to the SEC: Wed Jul 28 2021 4:09:45 PM EST
Accepted by the SEC: Wed Jul 28 2021
Period: Wednesday, July 28, 2021
Industry: Semiconductors And Related Devices
Events:
  1. Earnings Release
  2. Financial Exhibit

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