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Maxlinear Inc (MXL) SEC Filing 8-K Material Event for the period ending Wednesday, February 2, 2022

SEC Filings

Maxlinear Inc

CIK: 1288469 Ticker: MXL

Exhibit 99.1
mxla01a01a42a.jpg
FOR IMMEDIATE RELEASE

MaxLinear, Inc. Announces Fourth Quarter 2021 Financial Results

Record net revenue of $247.9 million, up 8% sequentially and up 27% year-over-year
GAAP gross margin 57.2% and non-GAAP gross margin 61.7%, up 70 bps and 40 bps from previous quarter, respectively

Carlsbad, Calif. – February 2, 2022 – MaxLinear, Inc. (NASDAQ: MXL), a leading provider of RF, analog, digital and mixed-signal integrated circuits, today announced financial results for the fourth quarter ended December 31, 2021.

Fourth Quarter Financial Highlights
GAAP basis:
Net revenue was $247.9 million, up 8% sequentially and up 27% year-over-year.
GAAP gross margin was 57.2%, compared to 56.5% in the prior quarter, and 42.7% in the year-ago quarter.
GAAP operating expenses were $112.4 million in the fourth quarter 2021, or 45% of net revenue, compared to $106.0 million in the prior quarter, or 46% of net revenue, and $106.7 million in the year-ago quarter, or 55% of net revenue.
GAAP income from operations was 12% of revenue, compared to income from operations of 10% in the prior quarter, and loss from operations of 12% in the year-ago quarter.
Net cash flow provided by operating activities was $16.0 million, compared to net cash flow provided by operating activities of $84.1 million in the prior quarter, and net cash flow provided by operating activities of $74.3 million in the year-ago quarter.
GAAP diluted earnings per share was $0.35, compared to diluted earnings per share of $0.12 in the prior quarter, and diluted loss per share of $0.33 in the year-ago quarter.
Non-GAAP basis:
Non-GAAP gross margin was 61.7%. This compares to 61.3% in the prior quarter, and 57.8% in the year-ago quarter.
Non-GAAP operating expenses were $75.9 million, or 31% of revenue, compared to $74.4 million or 32% of revenue in the prior quarter, and $75.8 million or 39% of revenue in the year-ago quarter.
Non-GAAP income from operations was 31% of revenue, compared to 29% in the prior quarter, and 19% in the year-ago quarter.
Non-GAAP diluted earnings per share was $0.86, compared to diluted earnings per share of $0.75 in the prior quarter, and diluted earnings per share of $0.39 in the year-ago quarter.

Management Commentary

“In the fourth quarter, revenue was up 8% sequentially and up 27% year-over-year, driven by strong growth across our connectivity, broadband and infrastructure markets. Wi-Fi grew 40% sequentially and we exited Q4 on a $100 million annualized revenue run rate which we expect to build upon through 2022. Non-GAAP gross margin for Q4 improved to 61.7% driven by product mix shift towards higher value products. We are excited about our prospects for continued future growth driven by our comprehensive product portfolio, and the accelerating pace of new product launches particularly in connectivity, fiber-to-the home broadband, optical, and wireless infrastructure markets,” commented Kishore Seendripu, Ph.D., Chairman and CEO.
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First Quarter 2022 Business Outlook

The company expects revenue in the first quarter 2022 to be approximately $255 million to $265 million. The Company also estimates the following:
GAAP gross margin of approximately 57% to 59%;
Non-GAAP gross margin of approximately 61% to 63%;
GAAP operating expenses of approximately $108 million to $114 million;
Non-GAAP operating expenses of approximately $76 million to $82 million;
GAAP and non-GAAP interest and other expense of approximately $2.7 million.
Webcast and Conference Call

MaxLinear will host its fourth quarter financial results conference call today, February 2, 2022 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 February 16, 2022. A replay of the conference call will also be available until February 16, 2022 by dialing US toll free: 1-877-660-6853 / International: 1-201-612-7415 and Conference ID#: 13726224.
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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 first quarter 2022 revenue, gross margins, and operating expenses as well as statements with respect to confidence in the Company’s outlook for first quarter 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 infrastructure markets, and in particular, expectations concerning the development of our Wi-Fi market. 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. 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; inflation trends in our supply chain and in the global economy generally; 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; the impact of our indebtedness 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; 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 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 Annual Report on Form 10-K for the year ended December 31, 2021, which we expect to file soon. All forward-looking statements are based on the estimates, projections and assumptions of management as of February 2, 2022, 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 inventory fair value adjustments; (v) amortization of purchased intangible assets; (vi) research and development funded by others; (vii) acquisition and integration costs related to our acquisitions; (viii) professional fees and settlement costs related to IP and commercial litigation matters; (ix) severance and other restructuring charges; (x) impairment losses on intangible assets; (xi) loss from extinguishment of debt; (xii) other non-recurring interest and other income (expenses), net attributable to acquisitions and (xiii) 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.
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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 2020 performance periods were settled through the issuance of shares of common stock under our equity incentive plans in February 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, amortization of inventory fair value adjustments, acquisition and integration costs primarily consisting of professional and consulting fees, and amortization of discount on deferred purchase price payments to interest expense. Gains related to acquisitions include a gain on sale of an investment in a privately-held entity included in interest and other income.
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. 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 first quarter 2022.
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:
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
December 31, 2021September 30, 2021December 31, 2020
Net revenue$247,889 $229,774 $194,716 
Cost of net revenue106,112 99,981 111,629 
Gross profit141,777 129,793 83,087 
Operating expenses:
Research and development73,320 67,538 70,504 
Selling, general and administrative39,120 38,469 36,238 
Total operating expenses112,440 106,007 106,742 
Income (loss) from operations29,337 23,786 (23,655)
Interest income32 28 126 
Interest expense(2,400)(2,649)(4,724)
Other income (expense), net1,510 (105)(550)
Total other income (expense), net(858)(2,726)(5,148)
Income (loss) before income taxes28,479 21,060 (28,803)
Income tax provision (benefit)303 11,802 (4,131)
Net income (loss)$28,176 $9,258 $(24,672)
Net income (loss) per share:
Basic$0.37 $0.12 $(0.33)
Diluted$0.35 $0.12 $(0.33)
Shares used to compute net income (loss) per share:
Basic76,755 76,582 74,335 
Diluted81,567 79,815 74,335 

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

Years Ended
December 31, 2021December 31, 2020
Net revenue$892,398 $478,596 
Cost of net revenue396,566 265,798 
Gross profit495,832 212,798 
Operating expenses:
Research and development278,440 179,993 
Selling, general and administrative149,943 130,025 
Impairment losses— 86 
Restructuring charges2,204 3,833 
Total operating expenses430,587 313,937 
Income (loss) from operations65,245 (101,139)
Interest income78 409 
Interest expense(12,996)(12,952)
Loss on extinguishment of debt(5,221)— 
Other income (expense), net764 (1,170)
Total other income (expense), net(17,375)(13,713)
Income (loss) before income taxes47,870 (114,852)
Income tax provision (benefit)5,901 (16,259)
Net income (loss)$41,969 $(98,593)
Net income (loss) per share:
Basic$0.55 $(1.35)
Diluted$0.53 $(1.35)
Shares used to compute net income (loss) per share:
Basic76,037 73,133 
Diluted79,679 73,133 


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

Three Months Ended
December 31, 2021September 30, 2021December 31, 2020
Operating Activities
Net income (loss)$28,176 $9,258 $(24,672)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization and depreciation24,353 23,117 22,694 
Amortization of inventory fair value adjustments— — 18,500 
Amortization of debt issuance costs and accretion of discount on debt and leases416 513 815 
Stock-based compensation16,415 16,022 14,540 
Deferred income taxes(4,640)6,866 (13,235)
Loss on disposal of property and equipment— 145 — 
(Gain) loss on foreign currency and other250 (24)914 
Excess tax benefits on stock based awards(2,046)(738)(147)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable(12,265)28,454 37,736 
Inventory(4,249)(28,844)(11,657)
Prepaid expenses and other assets(9,301)39 (4,597)
Leased right-of-use assets— — 36 
Accounts payable, accrued expenses and other current liabilities(22,283)28,743 (10,099)
Accrued compensation9,746 8,616 9,485 
Accrued price protection liability(8,956)(5,319)29,280 
Lease liabilities(2,835)(2,723)(2,111)
Other long-term liabilities3,252 (48)6,787 
Net cash provided by operating activities16,033 84,077 74,269 
Investing Activities
Purchases of property and equipment(12,242)(9,624)(2,355)
Purchases of intangible assets(965)(5,504)(2,411)
Cash used in acquisitions, net of cash acquired(5,000)(7,500)— 
Net cash used in investing activities(18,207)(22,628)(4,766)
Financing Activities
Payment of debt issuance cost(29)(17)— 
Repayment of debt(20,000)(20,000)(17,188)
Net proceeds from issuance of common stock2,494 192 2,798 
Minimum tax withholding paid on behalf of employees for restricted stock units(2,068)(976)(643)
Repurchase of common stock(15,403)(1,008)— 
Net cash used in financing activities(35,006)(21,809)(15,033)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1,636)(520)(1,178)
Increase (decrease) in cash, cash equivalents and restricted cash(38,816)39,120 53,292 
Cash, cash equivalents and restricted cash at beginning of period170,554 131,434 96,742 
Cash, cash equivalents and restricted cash at end of period$131,738 $170,554 $150,034 
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MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended
December 31, 2021December 31, 2020
Operating Activities
Net income (loss)$41,969 $(98,593)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Amortization and depreciation91,792 76,513 
Impairment losses— 86 
Amortization of inventory fair value adjustments— 32,945 
Amortization of debt issuance costs and accretion of discount on debt and leases3,000 2,201 
Stock-based compensation59,358 47,597 
Deferred income taxes(3,235)(18,488)
Loss on disposal of property and equipment533 — 
Impairment of leasehold improvements226 319 
Impairment of leased right-of-use assets429 1,508 
Loss on extinguishment of debt5,221 — 
Loss on foreign currency634 1,289 
Excess tax benefits on stock-based awards(7,415)(677)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable(51,690)(16,856)
Inventory(33,689)(31,837)
Prepaid expenses and other assets24,186 (38,954)
Leased right-of-use assets72 441 
Accounts payable, accrued expenses and other current liabilities12,771 57,094 
Accrued compensation33,595 32,606 
Accrued price protection liability(7,320)34,719 
Lease liabilities(9,905)(6,386)
Other long-term liabilities7,701 (1,934)
Net cash provided by operating activities168,233 73,593 
Investing Activities
Purchases of property and equipment(39,176)(12,487)
Purchases of intangible assets(7,581)(2,799)
Cash used in acquisitions, net of cash acquired(40,000)(160,000)
Purchases of available-for-sale securities(5,000)— 
Net cash used in investing activities(91,757)(175,286)
Financing Activities
Proceeds from the issuance of debt350,000 175,000 
Payment of debt issuance cost(4,173)(2,696)
Repayment of debt(409,813)(17,188)
Net proceeds from issuance of common stock8,780 8,068 
Minimum tax withholding paid on behalf of employees for restricted stock units
(13,149)(3,535)
Repurchase of common stock(23,548)— 
Net cash provided by (used in) financing activities(91,903)159,649 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(2,869)(1,039)
Increase (decrease) in cash, cash equivalents and restricted cash(18,296)56,917 
Cash, cash equivalents and restricted cash at beginning of period150,034 93,117 
Cash, cash equivalents and restricted cash at end of period$131,738 $150,034 
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MAXLINEAR, INC.
UNAUDITED GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

December 31, 2021September 30, 2021December 31, 2020
Assets
Current assets:
Cash and cash equivalents$130,572 $169,424 $148,901 
Short-term restricted cash105 107 115 
Accounts receivable, net119,724 106,867 67,442 
Inventory131,703 127,347 97,839 
Prepaid expenses and other current assets22,000 14,535 47,421 
Total current assets404,104 418,280 361,718 
Long-term restricted cash1,061 1,023 1,018 
Property and equipment, net60,924 53,022 39,470 
Leased right-of-use assets27,269 23,668 21,886 
Intangible assets, net152,540 163,894 207,266 
Goodwill306,668 302,828 302,828 
Deferred tax assets89,168 84,660 86,065 
Other long-term assets8,650 6,519 2,191 
Total assets$1,050,384 $1,053,894 $1,022,442 
Liabilities and stockholders’ equity
Current liabilities$207,395 $231,274 $233,661 
Long-term lease liabilities24,640 21,400 20,862 
Long-term debt306,153 326,027 363,592 
Other long-term liabilities22,998 17,650 13,210 
Stockholders’ equity489,198 457,543 391,117 
Total liabilities and stockholders’ equity$1,050,384 $1,053,894 $1,022,442 

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

Three Months Ended
December 31, 2021September 30, 2021December 31, 2020
GAAP gross profit$141,777 $129,793 $83,087 
Stock-based compensation152 151 160 
Performance based equity137 123 124 
Amortization of inventory fair value adjustments— — 18,500 
Amortization of purchased intangible assets10,759 10,743 10,667 
Non-GAAP gross profit152,825 140,810 112,538 
GAAP R&D expenses73,320 67,538 70,504 
Stock-based compensation(8,243)(7,691)(7,410)
Performance based equity(8,224)(6,642)(6,124)
Research and development funded by others(2,000)— — 
Acquisition and integration costs(25)— — 
Non-GAAP R&D expenses54,828 53,205 56,970 
GAAP SG&A expenses39,120 38,469 36,238 
Stock-based compensation(8,020)(8,179)(6,970)
Performance based equity(3,934)(3,120)(2,991)
Amortization of purchased intangible assets(5,928)(5,811)(6,200)
Acquisition and integration costs(192)(135)(1,200)
IP litigation costs, net— — (32)
Non-GAAP SG&A expenses21,046 21,224 18,845 
GAAP income (loss) from operations29,337 23,786 (23,655)
Total non-GAAP adjustments47,614 42,595 60,378 
Non-GAAP income from operations76,951 66,381 36,723 
GAAP interest and other income (expense), net(858)(2,726)(5,148)
Non-recurring interest and other income (expense), net(1,893)73 384 
Non-GAAP interest and other income (expense), net(2,751)(2,653)(4,764)
GAAP income (loss) before income taxes28,479 21,060 (28,803)
Total non-GAAP adjustments45,721 42,668 60,762 
Non-GAAP income before income taxes74,200 63,728 31,959 
GAAP income tax provision (benefit)303 11,802 (4,131)
Adjustment for non-cash tax benefits/expenses4,149 (7,979)6,048 
Non-GAAP income tax provision4,452 3,823 1,917 
GAAP net income (loss)28,176 9,258 (24,672)
Total non-GAAP adjustments before income taxes45,721 42,668 60,762 
Less: total tax adjustments4,149 (7,979)6,048 
Non-GAAP net income$69,748 $59,905 $30,042 
Shares used in computing non-GAAP basic net income per share76,755 76,582 74,335 
Shares used in computing non-GAAP diluted net income per share81,567 79,815 77,926 
Non-GAAP basic net income per share$0.91 $0.78 $0.40 
Non-GAAP diluted net income per share$0.86 $0.75 $0.39 

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

Years Ended
December 31, 2021December 31, 2020
GAAP gross profit$495,832 $212,798 
Stock-based compensation620 577 
Performance based equity469 482 
Amortization of inventory fair value adjustments— 32,945 
Amortization of purchased intangible assets42,992 37,730 
Non-GAAP gross profit539,913 284,532 
GAAP R&D expenses278,440 179,993 
Stock-based compensation(30,364)(22,252)
Performance based equity(27,713)(16,118)
Research and development funded by others(5,800)— 
Acquisition and integration costs(155)— 
Non-GAAP R&D expenses214,408 141,623 
GAAP SG&A expenses149,943 130,025 
Stock-based compensation(28,374)(24,172)
Performance based equity(12,301)(8,262)
Amortization of purchased intangible assets(23,625)(23,529)
Acquisition and integration costs(1,913)(14,322)
IP litigation costs, net(11)(181)
Non-GAAP SG&A expenses83,719 59,559 
GAAP impairment losses— 86 
Impairment losses— (86)
Non-GAAP impairment losses— — 
GAAP restructuring expenses2,204 3,833 
Restructuring charges(2,204)(3,833)
Non-GAAP restructuring expenses— — 
GAAP income (loss) from operations65,245 (101,139)
Total non-GAAP adjustments176,541 184,489 
Non-GAAP income from operations241,786 83,350 
GAAP loss on extinguishment of debt(5,221)— 
Loss on extinguishment of debt5,221 — 
Non-GAAP loss on extinguishment of debt— — 
GAAP interest and other income (expense), net(12,154)(13,713)
Non-recurring interest and other income (expense), net(1,377)384 
Non-GAAP interest and other income (expense), net(13,531)(13,329)
GAAP income (loss) before income taxes47,870 (114,852)
Total non-GAAP adjustments180,385 184,873 
Non-GAAP income before income taxes228,255 70,021 
GAAP income tax provision (benefit)5,901 (16,259)
Adjustment for non-cash tax benefits/expenses7,794 20,460 
Non-GAAP income tax provision13,695 4,201 
GAAP net income (loss)41,969 (98,593)
Total non-GAAP adjustments before income taxes180,385 184,873 
Less: total tax adjustments7,794 20,460 
Non-GAAP net income$214,560 $65,820 
Shares used in computing non-GAAP basic net income per share76,037 73,133 
Shares used in computing non-GAAP diluted net income per share79,679 74,928 
Non-GAAP basic net income per share$2.82 $0.90 
Non-GAAP diluted net income per share$2.69 $0.88 
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MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Three Months Ended
December 31, 2021September 30, 2021December 31, 2020
GAAP gross profit57.2 %56.5 %42.7 %
Stock-based compensation0.1 %0.1 %0.1 %
Performance based equity0.1 %0.1 %0.1 %
Amortization of inventory fair value adjustments— %— %9.5 %
Amortization of purchased intangible assets4.3 %4.7 %5.5 %
Non-GAAP gross profit61.7 %61.3 %57.8 %
GAAP R&D expenses29.6 %29.4 %36.2 %
Stock-based compensation(3.3)%(3.4)%(3.8)%
Performance based equity(3.3)%(2.9)%(3.1)%
Research and development funded by others(0.8)%— %— %
Acquisition and integration costs— %— %— %
Non-GAAP R&D expenses22.1 %23.2 %29.3 %
GAAP SG&A expenses15.8 %16.7 %18.6 %
Stock-based compensation(3.2)%(3.6)%(3.6)%
Performance based equity(1.6)%(1.4)%(1.5)%
Amortization of purchased intangible assets(2.4)%(2.5)%(3.2)%
Acquisition and integration costs(0.1)%(0.1)%(0.6)%
IP litigation costs, net— %— %— %
Non-GAAP SG&A expenses8.5 %9.2 %9.7 %
GAAP income (loss) from operations11.8 %10.4 %(12.2)%
Total non-GAAP adjustments19.2 %18.5 %31.0 %
Non-GAAP income from operations31.0 %28.9 %18.9 %
GAAP interest and other income (expense), net(0.4)%(1.2)%(2.6)%
Non-recurring interest and other income (expense), net(0.8)%— %0.2 %
Non-GAAP interest and other income (expense), net(1.1)%(1.2)%(2.5)%
GAAP income (loss) before income taxes11.5 %9.2 %(14.8)%
Total non-GAAP adjustments before income taxes18.4 %18.6 %31.2 %
Non-GAAP income before income taxes29.9 %27.7 %16.4 %
GAAP income tax provision (benefit)0.1 %5.1 %(2.1)%
Adjustment for non-cash tax benefits/expenses1.7 %(3.5)%3.1 %
Non-GAAP income tax provision1.8 %1.7 %1.0 %
GAAP net income (loss)11.4 %4.0 %(12.7)%
Total non-GAAP adjustments before income taxes18.4 %18.6 %31.2 %
Less: total tax adjustments1.7 %(3.5)%3.1 %
Non-GAAP net income 28.1 %26.1 %15.4 %
12


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

Years Ended
December 31, 2021December 31, 2020
GAAP gross profit55.6 %44.5 %
Stock-based compensation0.1 %0.1 %
Performance based equity0.1 %0.1 %
Amortization of inventory fair value adjustments— %6.9 %
Amortization of purchased intangible assets4.8 %7.9 %
Non-GAAP gross profit60.5 %59.5 %
GAAP R&D expenses31.2 %37.6 %
Stock-based compensation(3.4)%(4.7)%
Performance based equity(3.1)%(3.4)%
Research and development funded by others(0.7)%— %
Acquisition and integration costs— %— %
Non-GAAP R&D expenses24.0 %29.6 %
GAAP SG&A expenses16.8 %27.2 %
Stock-based compensation(3.2)%(5.1)%
Performance based equity(1.4)%(1.7)%
Amortization of purchased intangible assets(2.7)%(4.9)%
Acquisition and integration costs(0.2)%(3.0)%
IP litigation costs, net— %— %
Non-GAAP SG&A expenses9.4 %12.4 %
GAAP impairment losses— %0.02 %
Impairment losses— %(0.02)%
Non-GAAP impairment losses— %— %
GAAP restructuring expenses0.3 %0.8 %
Restructuring charges(0.3)%(0.8)%
Non-GAAP restructuring expenses— %— %
GAAP income (loss) from operations7.3 %(21.1)%
Total non-GAAP adjustments19.8 %38.5 %
Non-GAAP income from operations27.1 %17.4 %
GAAP loss on extinguishment of debt(0.6)%— %
Loss on extinguishment of debt0.6 %— %
Non-GAAP loss on extinguishment of debt— %— %
GAAP interest and other income (expense), net(1.4)%(2.9)%
Non-recurring interest and other income (expense), net(0.2)%0.1 %
Non-GAAP interest and other income (expense), net(1.5)%(2.8)%
GAAP income (loss) before income taxes5.4 %(24.0)%
Total non-GAAP adjustments20.2 %38.6 %
Non-GAAP income before income taxes25.6 %14.6 %
GAAP income tax provision (benefit)0.7 %(3.4)%
Adjustment for non-cash tax benefits/expenses0.9 %4.3 %
Non-GAAP income tax provision1.5 %0.9 %
GAAP net income (loss)4.7 %(20.6)%
Total non-GAAP adjustments before income taxes20.2 %38.6 %
Less: total tax adjustments0.9 %4.3 %
Non-GAAP net income24.0 %13.8 %
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): February 2, 2022
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 stockMXLThe NASDAQ Stock Market LLC




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 February 2, 2022, MaxLinear, Inc. issued a press release announcing unaudited financial results for the fourth quarter ended December 31, 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 February 2, 2022

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:February 2, 2022MAXLINEAR, 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: 0001288469-22-000027
Submitted to the SEC: Wed Feb 02 2022 4:09:24 PM EST
Accepted by the SEC: Wed Feb 02 2022
Period: Wednesday, February 2, 2022
Industry: Semiconductors And Related Devices
Events:
  1. Earnings Release
  2. Financial Exhibit

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