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0001288469false00012884692024-07-242024-07-240001288469exch:XNGS2024-07-242024-07-24

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 24, 2024
MaxLinear, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-34666 14-1896129
(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)
(760) 692-0711
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock MXL The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 2.02. Results of Operations and Financial Condition.
On July 24, 2024, MaxLinear, Inc. issued a press release announcing its unaudited financial results for the second quarter ended June 30, 2024. A copy of the press release is furnished as Exhibits 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits
Exhibit Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 24, 2024 MAXLINEAR, INC.
(Registrant)
By: /s/ Steven G. Litchfield
Steven G. Litchfield
Chief Financial Officer and Chief Corporate Strategy Officer
(Principal Financial Officer)

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EX-99.1 2 a6302024exhibit991.htm EX-99.1 Document

Exhibit 99.1
mxla01a01a42a.jpg
FOR IMMEDIATE RELEASE

MaxLinear, Inc. Announces Second Quarter 2024 Financial Results

•Net revenue of $92.0 million in Q2, GAAP gross margin of 54.6% and non-GAAP gross margin of 60.2%

Carlsbad, Calif. – July 24, 2024 – MaxLinear, Inc. (Nasdaq: MXL), a leading provider of radio frequency (RF), analog, digital and mixed-signal integrated circuits, today announced financial results for the second quarter ended June 30, 2024.

Second Quarter Financial Highlights
GAAP basis:
•Net revenue was $92.0 million, down 3% sequentially and down 50% year-over-year.
•GAAP gross margin was 54.6%, compared to 51.7% in the prior quarter, and 55.9% in the year-ago quarter.
•GAAP operating expenses were $91.0 million in the second quarter 2024, or 99% of net revenue, compared to $123.9 million in the prior quarter, or 130% of net revenue, and $108.8 million in the year-ago quarter, or 59% of net revenue.
•GAAP loss from operations was 44% of net revenue, compared to loss from operations of 78% of net revenue in the prior quarter, and loss from operations of 3% of net revenue in the year-ago quarter.
•Net cash flow used in operating activities was $2.7 million, compared to net cash flow provided by operating activities of $16.0 million in the prior quarter, and net cash flow provided by operating activities of $30.6 million in the year-ago quarter.
•GAAP diluted loss per share was $0.47, compared to diluted loss per share of $0.88 in the prior quarter, and diluted loss per share of $0.05 in the year-ago quarter.
Non-GAAP basis:
•Non-GAAP gross margin was 60.2%. This compares to 60.6% in the prior quarter, and 61.0% in the year-ago quarter.
•Non-GAAP operating expenses were $74.8 million, or 81% of net revenue, compared to $74.8 million or 78% of net revenue in the prior quarter, and $82.5 million or 45% of net revenue in the year-ago quarter.
•Non-GAAP loss from operations was 21% of net revenue, compared to loss of 18% in the prior quarter, and income of 16% in the year-ago quarter.
•Non-GAAP diluted loss per share was $0.25, compared to loss of $0.21 in the prior quarter, and earnings of $0.34 in the year-ago quarter.
Management Commentary

“In conclusion, we are excited and confident in our progress in the infrastructure market with our wireless and optical interconnect products, even as we await a broadband recovery,” said Kishore Seendripu, PhD, Chairman and CEO. “In addition, our Ethernet, storage, Wi-Fi7, and fiber PON gateway products are all in the market today addressing additional new TAM, have strong customer traction, and are poised for meaningful growth. We are optimizing our efforts around these opportunities, which will be transformative for our future business while driving maximum value for our customers and shareholders.”
Third Quarter 2024 Business Outlook

The company expects net revenue in the third quarter of 2024 to be approximately $70 million to $90 million. The Company also estimates the following:
•GAAP gross margin of approximately 52.5% to 55.5%;
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•Non-GAAP gross margin of approximately 57.0% to 60.0%;
•GAAP operating expenses of approximately $102 million to $108 million;
•Non-GAAP operating expenses of approximately $70 million to $76 million;
•GAAP and non-GAAP interest and other expense of approximately $0 to $2.0 million each; and
•GAAP and non-GAAP diluted share count of approximately 84.1 million each.

Webcast and Conference Call
MaxLinear will host its second quarter financial results conference call today, July 24, 2024 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 7, 2024. A replay of the conference call will also be available until August 7, 2024 by dialing US toll free: 1-877-660-6853 / International: 1-201-612-7415 and Conference ID#: 13747243.
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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 our current guidance for third quarter 2024 net revenue, and GAAP and non-GAAP amounts for each of the following: gross margins, operating expenses, interest and other expenses, and diluted share counts); our potential growth and revenue opportunities; market trends; settlement of bonus awards for our 2024 performance period; and statements by our Chairman and CEO. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any future results expressed or implied by the forward-looking statements and our future financial performance and operating results forecasts generally. Forward-looking statements are based on management’s current, preliminary expectations and are subject to various risks and uncertainties. In particular, our future operating results are substantially dependent on our assumptions about market trends and conditions. Additional risks and uncertainties affecting our business, future operating results and financial condition include, without limitation; risks relating to our terminated merger with Silicon Motion and related arbitration and class action complaint and the risks related to potential payment of damages; the effect of intense and increasing competition; impacts of global economic conditions; the cyclical nature of the semiconductor industry; a significant variance in our operating results and impact on volatility in our stock price, and our ability to sustain our current level of revenue, which has declined, and/or manage future growth effectively, and the impact of excess inventory in the channel on our customers’ expected demand for certain of our products; the geopolitical and economic tensions among the countries in which we conduct business; increased tariffs, export controls or imposition of other trade barriers; our ability to obtain or retain government authorization to export certain of our products or technology; risks related to the loss of, or a significant reduction in orders from major customers; costs of legal proceedings or potential violations of regulations; information technology failures; a decrease in the average selling prices of our products; failure to penetrate new applications and markets; development delays and consolidation trends in our industry; inability to make substantial research and development investments; delays or expenses caused by undetected defects or bugs in our products; substantial quarterly and annual fluctuations in our revenue and operating results; failure to timely develop and introduce new or enhanced products; order and shipment uncertainties; failure to accurately predict our future revenue and appropriately budget expenses; lengthy and expensive customer qualification processes; customer product plan cancellations; failure to maintain compliance with government regulations; failure to attract and retain qualified personnel; any adverse impact of rising interest rates on us, our customers, and our distributors and related demand; risks related to compliance with privacy, data protection and cybersecurity laws and regulations; risks related to conforming our products to industry standards; risks related to business acquisitions and investments; claims of intellectual property infringement; our ability to protect our intellectual property; risks related to security vulnerabilities of our products; use of open source software in our products; and failure to manage our relationships with, or negative impacts from, third parties.
In addition to these risks and uncertainties, investors should review the risks and uncertainties contained in our filings with the Securities and Exchange Commission (SEC), including our 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 quarterly period ended June 30, 2024. All forward-looking statements are based on the estimates, projections and assumptions of management as of July 24, 2024, and MaxLinear is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
Use of Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented on a basis consistent with GAAP, we disclose certain non-GAAP financial measures, including non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating expenses as a percentage of net revenue, non-GAAP income (loss) from operations as percentage of revenue, non-GAAP interest and other expenses, non-GAAP diluted earnings (loss) per share, and non-GAAP diluted share count. These supplemental measures exclude the effects of (i) stock-based compensation expense; (ii) accruals related to our performance-based bonus plan for 2024, which we intend to settle in shares of our common stock; (iii) accruals related to our performance-based bonus plan for 2023, which we settled in shares of common stock in February 2024; (iv) amortization of purchased intangible assets; (v) research and development funded by others; (vi) acquisition and integration costs related to our acquisitions, including costs incurred related to the termination of the previously pending (now terminated) merger with Silicon Motion; (vii) impairment of intangible assets; (viii) severance and other restructuring charges; (ix) other non-recurring interest and other income (expenses), net attributable to acquisitions; and (x) non-cash income tax benefits and expenses. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP financial measures. Non-GAAP financial measures are subject to limitations, and should be read only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations.
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We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance.
We believe that non-GAAP financial measures can provide useful information to both management and investors by excluding certain non-cash and other one-time expenses that we believe are not indicative of our core operating results. Among other uses, our management uses non-GAAP measures to compare our performance relative to forecasts and strategic plans and to benchmark our performance externally against competitors. In addition, management’s incentive compensation will be 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 or loss.
Performance-based equity consists of accruals related to our executive and non-executive bonus programs, and have been excluded from our non-GAAP net income or loss for all periods reported. Bonus payments for the 2023 performance periods were settled through the issuance of shares of common stock under our equity incentive plans in February 2024. We currently expect that bonus awards under our fiscal 2024 program will be settled in common stock in the first quarter of fiscal 2025.
Expenses incurred in relation to acquisitions include amortization of purchased intangible assets, acquisition and integration costs primarily consisting of professional and consulting fees, including costs incurred related to the termination of the previously pending (now terminated) merger with Silicon Motion; and accretion of discount on contingent consideration to interest expense.
Research and development funded by others represents proceeds received under contracts for jointly funded R&D projects to develop technology that may be commercialized into a product in the future. Initially such proceeds may not yet be recognized in GAAP results if, pursuant to contract terms, the Company may be required to repay all or a portion of the funds provided by the other party under certain conditions. Management believes it is not probable that it will trigger such conditions. Once such conditions have been resolved, the proceeds are recognized in GAAP results, and accordingly, reversed from non-GAAP results.
Impairment losses are related to abandonment of acquired or purchased intangible assets.
Restructuring charges incurred are related to our restructuring plans which eliminate redundancies and primarily include severance and restructuring costs related to impairment of leased right-of-use assets or from exiting certain facilities.
Income tax benefits and expense adjustments are those that do not affect cash income taxes payable.
Reconciliations of non-GAAP measures for the historic periods disclosed in this press release appear below. Because of the inherent uncertainty associated with our ability to project future charges, we are also unable to predict their probable significance, particularly related to stock-based compensation and its related tax effects as well as potential impairments, a quantitative reconciliation is not available without unreasonable efforts and accordingly, in reliance on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K, we have not provided a reconciliation for non-GAAP guidance provided for the third quarter 2024.
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.
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MaxLinear, Inc. Investor Relations Contact:
Leslie Green
Tel: +1 650-312-9060
lgreen@maxlinear.com

5


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

Three Months Ended
June 30, 2024 March 31, 2024 June 30, 2023
Net revenue $ 91,990  $ 95,269  $ 183,938 
Cost of net revenue 41,804  46,001  81,065 
Gross profit 50,186  49,268  102,873 
Operating expenses:
Research and development 56,541  64,766  70,657 
Selling, general and administrative 33,600  36,488  33,717 
Restructuring charges 865  22,630  4,436 
Total operating expenses 91,006  123,884  108,810 
Loss from operations (40,820) (74,616) (5,937)
Interest income 1,871  1,822  1,903 
Interest expense (2,706) (2,711) (2,591)
Other income (expense), net 329  1,434  1,865 
Total other income (expense), net (506) 545  1,177 
Loss before income taxes (41,326) (74,071) (4,760)
Income tax benefit (2,060) (1,762) (409)
Net loss $ (39,266) $ (72,309) $ (4,351)
Net loss per share:
Basic $ (0.47) $ (0.88) $ (0.05)
Diluted $ (0.47) $ (0.88) $ (0.05)
Shares used to compute net loss per share:
Basic 83,477  82,349  80,446 
Diluted 83,477  82,349  80,446 
6


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

Six Months Ended
June 30, 2024 June 30, 2023
Net revenue $ 187,259  $ 432,380 
Cost of net revenue 87,805  189,200 
Gross profit 99,454  243,180 
Operating expenses:
Research and development 121,307  137,948 
Selling, general and administrative 70,088  72,370 
Impairment losses —  2,438 
Restructuring charges 23,495  9,084 
Total operating expenses 214,890  221,840 
Income (loss) from operations (115,436) 21,340 
Interest income 3,693  2,536 
Interest expense (5,417) (5,078)
Other income (expense), net 1,763  1,541 
Total other income (expense), net 39  (1,001)
Income (loss) before income taxes (115,397) 20,339 
Income tax provision (benefit) (3,822) 15,157 
Net income (loss) $ (111,575) $ 5,182 
Net income (loss) per share:
Basic $ (1.35) $ 0.06 
Diluted $ (1.35) $ 0.06 
Shares used to compute net income (loss) per share:
Basic 82,913  79,961 
Diluted 82,913  81,520 



7


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

Three Months Ended
June 30, 2024 March 31, 2024 June 30, 2023
Operating Activities
Net loss $ (39,266) $ (72,309) $ (4,351)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization and depreciation 13,600  16,684  18,707 
Amortization of debt issuance costs and accretion of discount on debt and leases 665  688  625 
Stock-based compensation 17,359  17,061  17,197 
Deferred income taxes (2,053) (2,685) 758 
Loss on disposal of property and equipment 55  390  2,001 
Unrealized holding gain on investments —  —  (1,807)
Impairment of leased right-of-use assets 700  2,038  — 
(Gain) loss on extinguishment of lease liabilities 16  (569) — 
Gain on foreign currency and other (398) (968) (209)
Excess tax benefits on stock based awards (152) (1,367) (791)
Changes in operating assets and liabilities:
Accounts receivable, net 41,290  44,389  33,098 
Inventory 1,387  3,783  23,433 
Prepaid expenses and other assets 1,281  (2,044) (1,314)
Accounts payable, accrued expenses and other current liabilities (24,280) 12,009  (26,378)
Accrued compensation (5,855) 8,707  (3,348)
Accrued price protection liability (3,603) (6,451) (23,164)
Lease liabilities (2,540) (2,505) (2,914)
Other long-term liabilities (902) (881) (965)
Net cash provided by (used in) operating activities (2,696) 15,970 

30,578 
Investing Activities
Purchases of property and equipment (3,013) (8,342) (5,037)
Purchases of intangible assets (2,775) (368) (4,894)
Cash used in acquisitions, net of cash acquired —  —  (2,719)
Net cash used in investing activities (5,788) (8,710) (12,650)
Financing Activities
Net proceeds from issuance of common stock 1,579  —  3,073 
Minimum tax withholding paid on behalf of employees for restricted stock units 447  (2,103) (2,965)
Net cash provided by (used in) financing activities 2,026  (2,103) 108 
Effect of exchange rate changes on cash, cash equivalents and restricted cash (335) (583) (1,229)
Increase (decrease) in cash, cash equivalents and restricted cash (6,793) 4,574  16,807 
Cash, cash equivalents and restricted cash at beginning of period 192,930  188,356  208,836 
Cash, cash equivalents and restricted cash at end of period $ 186,137  $ 192,930  $ 225,643 
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MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Six Months Ended
June 30, 2024 June 30, 2023
Operating Activities
Net income (loss) $ (111,575) $ 5,182 
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Amortization and depreciation 30,284  37,909 
Impairment losses —  2,438 
Amortization of debt issuance costs and accretion of discount on debt and leases 1,353  1,173 
Stock-based compensation 34,420  33,645 
Deferred income taxes (4,738) 8,886 
Loss on disposal of property and equipment 445  2,041 
Unrealized holding gain on investments —  (1,959)
Impairment of leased right-of-use assets 2,738  — 
Gain on extinguishment of lease liabilities (553) — 
(Gain) loss on foreign currency (1,366) 153 
Excess tax benefits on stock-based awards (1,519) (1,298)
Changes in operating assets and liabilities:
Accounts receivable, net 85,679  16,167 
Inventory 5,170  34,392 
Prepaid expenses and other assets (763) (5,652)
Accounts payable, accrued expenses and other current liabilities (12,271) (27,264)
Accrued compensation 2,852  3,862 
Accrued price protection liability (10,054) (33,041)
Lease liabilities (5,045) (6,009)
Other long-term liabilities (1,783) 2,112 
Net cash provided by operating activities 13,274  72,737 
Investing Activities
Purchases of property and equipment (11,355) (10,253)
Purchases of intangible assets (3,143) (5,524)
Cash used in acquisitions, net of cash acquired —  (12,384)
Net cash used in investing activities (14,498) (28,161)
Financing Activities
Net proceeds from issuance of common stock 1,579  3,076 
Minimum tax withholding paid on behalf of employees for restricted stock units
(1,656) (9,138)
Net cash used in financing activities (77) (6,062)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (918) (1,228)
Increase (decrease) in cash, cash equivalents and restricted cash (2,219) 37,286 
Cash, cash equivalents and restricted cash at beginning of period 188,356  188,357 
Cash, cash equivalents and restricted cash at end of period $ 186,137  $ 225,643 
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MAXLINEAR, INC.
UNAUDITED GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

June 30, 2024 March 31, 2024 June 30, 2023
Assets
Current assets:
Cash and cash equivalents $ 185,108  $ 191,882  $ 224,579 
Short-term restricted cash 1,006  1,028  1,042 
Short-term investments —  —  20,488 
Accounts receivable, net 84,940  126,230  155,834 
Inventory 94,738  96,125  126,152 
Prepaid expenses and other current assets 31,789  29,414  26,396 
Total current assets 397,581  444,679  554,491 
Long-term restricted cash 23  20  22 
Property and equipment, net 65,422  68,338  73,845 
Leased right-of-use assets 24,883  27,468  35,112 
Intangible assets, net 61,786  64,939  91,203 
Goodwill 318,588  318,588  318,456 
Deferred tax assets 74,228  72,176  56,757 
Other long-term assets 30,686  34,417  31,594 
Total assets $ 973,197  $ 1,030,625  $ 1,161,480 
Liabilities and stockholders’ equity
Current liabilities $ 190,277  $ 223,854  $ 241,729 
Long-term lease liabilities 21,522  23,897  30,712 
Long-term debt 122,684  122,529  122,064 
Other long-term liabilities 21,459  22,362  20,928 
Stockholders’ equity 617,255  637,983  746,047 
Total liabilities and stockholders’ equity $ 973,197  $ 1,030,625  $ 1,161,480 

10


MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
(in thousands, except per share data)
Three Months Ended
June 30, 2024 March 31, 2024 June 30, 2023
GAAP gross profit $ 50,186  $ 49,268  $ 102,873 
Stock-based compensation 173  181  246 
Performance based equity (37) 72  (16)
Amortization of purchased intangible assets 5,089  8,221  9,117 
Non-GAAP gross profit 55,411  57,742  112,220 
GAAP R&D expenses 56,541  64,766  70,657 
Stock-based compensation (10,088) (10,441) (12,237)
Performance based equity 1,789  (4,929) 273 
Research and development funded by others —  (1,000) (1,000)
Non-GAAP R&D expenses 48,242  48,396  57,693 
GAAP SG&A expenses 33,600  36,488  33,717 
Stock-based compensation (7,097) (6,439) (4,713)
Performance based equity 722  (2,427) 193 
Amortization of purchased intangible assets (592) (591) (709)
Acquisition and integration costs (102) (664) (3,714)
Non-GAAP SG&A expenses 26,531  26,367  24,774 
GAAP restructuring expenses 865  22,630  4,436 
Restructuring charges (865) (22,630) (4,436)
Non-GAAP restructuring expenses —  —  — 
GAAP loss from operations (40,820) (74,616) (5,937)
Total non-GAAP adjustments 21,458  57,595  35,690 
Non-GAAP income (loss) from operations (19,362) (17,021) 29,753 
GAAP interest and other income (expense), net (506) 545  1,177 
Non-recurring interest and other income (expense), net 65  73  68 
Non-GAAP interest and other income (expense), net (441) 618  1,245 
GAAP loss before income taxes (41,326) (74,071) (4,760)
Total non-GAAP adjustments 21,523  57,668  35,758 
Non-GAAP income (loss) before income taxes (19,803) (16,403) 30,998 
GAAP income tax benefit (2,060) (1,762) (409)
Adjustment for non-cash tax benefits/expenses 3,205  2,762  3,508 
Non-GAAP income tax provision 1,145  1,000  3,099 
GAAP net loss (39,266) (72,309) (4,351)
Total non-GAAP adjustments before income taxes 21,523  57,668  35,758 
Less: total tax adjustments 3,205  2,762  3,508 
Non-GAAP net income (loss) $ (20,948) $ (17,403) $ 27,899 
Shares used in computing GAAP and non-GAAP basic net income (loss) per share 83,477  82,349  80,446 
Shares used in computing GAAP diluted net loss per share 83,477  82,349  80,446 
Dilutive common stock equivalents —  —  1,252 
Shares used in computing non-GAAP diluted net income (loss) per share 83,477  82,349  81,698 
Non-GAAP basic net income (loss) per share $ (0.25) $ (0.21) $ 0.35 
Non-GAAP diluted net income (loss) per share $ (0.25) $ (0.21) $ 0.34 
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MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
(in thousands, except per share data)

Six months ended
June 30, 2024 June 30, 2023
GAAP gross profit $ 99,454  $ 243,180 
Stock-based compensation 354  456 
Performance based equity 35  75 
Amortization of purchased intangible assets 13,310  18,438 
Non-GAAP gross profit 113,153  262,149 
GAAP R&D expenses 121,307  137,948 
Stock-based compensation (20,529) (23,692)
Performance based equity (3,140) (3,362)
Research and development funded by others (1,000) (2,000)
Non-GAAP R&D expenses 96,638  108,894 
GAAP SG&A expenses 70,088  72,370 
Stock-based compensation (13,536) (9,497)
Performance based equity (1,705) (1,551)
Amortization of purchased intangible assets (1,183) (1,637)
Acquisition and integration costs (766) (5,315)
Non-GAAP SG&A expenses 52,898  54,370 
GAAP impairment losses —  2,438 
Impairment losses —  (2,438)
Non-GAAP impairment losses —  — 
GAAP restructuring expenses 23,495  9,084 
Restructuring charges (23,495) (9,084)
Non-GAAP restructuring expenses —  — 
GAAP income (loss) from operations (115,436) 21,340 
Total non-GAAP adjustments 79,053  77,545 
Non-GAAP income (loss) from operations (36,383) 98,885 
GAAP interest and other income (expense), net 39  (1,001)
Non-recurring interest and other income (expense), net 138  179 
Non-GAAP interest and other income (expense), net 177  (822)
GAAP income (loss) before income taxes (115,397) 20,339 
Total non-GAAP adjustments 79,191  77,724 
Non-GAAP income (loss) before income taxes (36,206) 98,063 
GAAP income tax provision (benefit) (3,822) 15,157 
Adjustment for non-cash tax benefits/expenses 5,967  (5,351)
Non-GAAP income tax provision 2,145  9,806 
GAAP net income (loss) (111,575) 5,182 
Total non-GAAP adjustments before income taxes 79,191  77,724 
Less: total tax adjustments 5,967  (5,351)
Non-GAAP net income (loss) $ (38,351) $ 88,257 
Shares used in computing GAAP and non-GAAP basic net income (loss) per share 82,913  79,961 
Shares used in computing GAAP diluted net income (loss) per share 82,913  81,520 
Dilutive common stock equivalents —  — 
Shares used in computing non-GAAP diluted net income (loss) per share 82,913  81,520 
Non-GAAP basic net income (loss) per share $ (0.46) $ 1.10 
Non-GAAP diluted net income (loss) per share $ (0.46) $ 1.08 

12


MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
AS A PERCENTAGE OF NET REVENUE

Three Months Ended
June 30, 2024 March 31, 2024 June 30, 2023
GAAP gross margin 54.6  % 51.7  % 55.9  %
Stock-based compensation 0.2  % 0.2  % 0.1  %
Performance based equity —  % 0.1  % —  %
Amortization of purchased intangible assets 5.5  % 8.6  % 5.0  %
Non-GAAP gross margin 60.2  % 60.6  % 61.0  %
GAAP R&D expenses 61.5  % 68.0  % 38.4  %
Stock-based compensation (11.0) % (11.0) % (6.7) %
Performance based equity 1.9  % (5.2) % 0.2  %
Research and development funded by others —  % (1.1) % (0.5) %
Non-GAAP R&D expenses 52.4  % 50.8  % 31.4  %
GAAP SG&A expenses 36.5  % 38.3  % 18.3  %
Stock-based compensation (7.7) % (6.8) % (2.6) %
Performance based equity 0.8  % (2.6) % 0.1  %
Amortization of purchased intangible assets (0.6) % (0.6) % (0.4) %
Acquisition and integration costs (0.1) % (0.7) % (2.0) %
Non-GAAP SG&A expenses 28.8  % 27.7  % 13.5  %
GAAP restructuring expenses 0.9  % 23.8  % 2.4  %
Restructuring charges (0.9) % (23.8) % (2.4) %
Non-GAAP restructuring expenses —  % —  % —  %
GAAP loss from operations (44.4) % (78.3) % (3.2) %
Total non-GAAP adjustments 23.3  % 60.5  % 19.4  %
Non-GAAP income (loss) from operations (21.1) % (17.9) % 16.2  %
GAAP interest and other income (expense), net (0.6) % 0.6  % 0.6  %
Non-recurring interest and other income (expense), net 0.1  % 0.1  % —  %
Non-GAAP interest and other income (expense), net (0.5) % 0.7  % 0.6  %
GAAP loss before income taxes (44.9) % (77.8) % (2.6) %
Total non-GAAP adjustments before income taxes 23.4  % 60.5  % 19.4  %
Non-GAAP income (loss) before income taxes (21.5) % (17.2) % 16.9  %
GAAP income tax benefit (2.2) % (1.9) % (0.2) %
Adjustment for non-cash tax benefits/expenses 3.5  % 2.9  % 1.9  %
Non-GAAP income tax provision 1.2  % 1.1  % 1.7  %
GAAP net loss (42.7) % (75.9) % (2.4) %
Total non-GAAP adjustments before income taxes 23.4  % 60.5  % 19.4  %
Less: total tax adjustments 3.5  % 2.9  % 1.9  %
Non-GAAP net income (loss) (22.8) % (18.3) % 15.2  %
13


MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
AS A PERCENTAGE OF NET REVENUE

Six months ended
June 30, 2024 June 30, 2023
GAAP gross margin 53.1  % 56.2  %
Stock-based compensation 0.2  % 0.1  %
Performance based equity —  % —  %
Amortization of purchased intangible assets 7.1  % 4.3  %
Non-GAAP gross margin 60.4  % 60.6  %
GAAP R&D expenses 64.8  % 31.9  %
Stock-based compensation (11.0) % (5.5) %
Performance based equity (1.7) % (0.8) %
Research and development funded by others (0.5) % (0.5) %
Non-GAAP R&D expenses 51.6  % 25.2  %
GAAP SG&A expenses 37.4  % 16.7  %
Stock-based compensation (7.2) % (2.2) %
Performance based equity (0.9) % (0.4) %
Amortization of purchased intangible assets (0.6) % (0.4) %
Acquisition and integration costs (0.4) % (1.2) %
Non-GAAP SG&A expenses 28.3  % 12.6  %
GAAP impairment losses —  % 0.6  %
Impairment losses —  % (0.6) %
Non-GAAP impairment losses —  % —  %
GAAP restructuring expenses 12.6  % 2.1  %
Restructuring charges (12.6) % (2.1) %
Non-GAAP restructuring expenses —  % —  %
GAAP income (loss) from operations (61.7) % 4.9  %
Total non-GAAP adjustments 42.2  % 17.9  %
Non-GAAP income (loss) from operations (19.4) % 22.9  %
GAAP interest and other income (expense), net —  % (0.2) %
Non-recurring interest and other income (expense), net 0.1  % —  %
Non-GAAP interest and other income (expense), net 0.1  % (0.2) %
GAAP income (loss) before income taxes (61.6) % 4.7  %
Total non-GAAP adjustments 42.3  % 18.0  %
Non-GAAP income (loss) before income taxes (19.3) % 22.7  %
GAAP income tax provision (benefit) (2.0) % 3.5  %
Adjustment for non-cash tax benefits/expenses 3.2  % (1.2) %
Non-GAAP income tax provision 1.2  % 2.3  %
GAAP net income (loss) (59.6) % 1.2  %
Total non-GAAP adjustments before income taxes 42.3  % 18.0  %
Less: total tax adjustments 3.2  % (1.2) %
Non-GAAP net income (loss) (20.5) % 20.4  %
14