•Net revenue of $81.1 million in Q3, GAAP gross margin of 54.4% and non-GAAP gross margin of 58.7%

Carlsbad, Calif. – October 23, 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 third quarter ended September 30, 2024.

GAAP basis:

•Net revenue was $81.1 million, down 12% sequentially and down 40% year-over-year.

•GAAP gross margin was 54.4%, compared to 54.6% in the prior quarter, and 54.6% in the year-ago quarter.

•GAAP operating expenses were $110.8 million in the third quarter 2024, or 137% of net revenue, compared to $91.0 million in the prior quarter, or 99% of net revenue, and $91.8 million in the year-ago quarter, or 68% of net revenue.

•GAAP loss from operations was 82% of net revenue, compared to loss from operations of 44% of net revenue in the prior quarter, and loss from operations of 13% of net revenue in the year-ago quarter.

•Net cash flow used in operating activities was $30.7 million, compared to net cash flow used in operating activities of $2.7 million in the prior quarter, and net cash flow used in operating activities of $12.8 million in the year-ago quarter.

•GAAP diluted loss per share was $0.90, compared to diluted loss per share of $0.47 in the prior quarter, and diluted loss per share of $0.49 in the year-ago quarter.

Non-GAAP basis:

•Non-GAAP gross margin was 58.7%. This compares to 60.2% in the prior quarter, and 60.8% in the year-ago quarter.

•Non-GAAP operating expenses were $72.8 million, or 90% of net revenue, compared to $74.8 million or 81% of net revenue in the prior quarter, and $75.1 million or 55% of net revenue in the year-ago quarter.

•Non-GAAP loss from operations was 31% of net revenue, compared to loss of 21% in the prior quarter, and income of 5% in the year-ago quarter.

•Non-GAAP diluted loss per share was $0.36, compared to loss of $0.25 in the prior quarter, and earnings of $0.02 in the year-ago quarter.

“We are pleased to see encouraging signs of recovery in our business, including another quarter of improvement in customer orders and continued progress in new product traction,” said Kishore Seendripu, PhD, Chairman and CEO. “In particular, we are on track to exit the year at a run rate greater than one million units per year of our high-speed optical interconnect products as customers prepare for the industry transition to 800Gig and beyond. In addition, design win activity and customer success in fiber PON gateways, Ethernet, storage, and Wi-Fi7 position us for renewed growth and earnings improvement in the fourth quarter and beyond.”

The company expects net revenue in the fourth quarter of 2024 to be approximately $80 million to $100 million. The Company also estimates the following:

•GAAP gross margin of approximately 54.0% to 57.0%;

•Non-GAAP gross margin of approximately 57.5% to 60.5%;

•GAAP operating expenses of approximately $88 million to $94 million;

•Non-GAAP operating expenses of approximately $58 million to $64 million;

•GAAP and non-GAAP interest and other expense of approximately $1.0 million to $2.5 million each; and

•GAAP and non-GAAP diluted share count of approximately 84.5 million each.

MaxLinear will host its third quarter financial results conference call today, October 23, 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 November 6, 2024. A replay of the conference call will also be available until November 6, 2024 by dialing US toll free: 1-877-660-6853 / International: 1-201-612-7415 and Conference ID#: 13749152.

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 fourth 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 and on our revenue; 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.

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, non-GAAP income (loss) from operations as percentage of revenue, non-GAAP interest and other income (expense), 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, including impairment of investments in a privately held entity and ticking fees paid to lenders in August 2023 following the termination of the previously pending (now terminated) merger with Silicon Motion; and (x) non-cash income tax benefits and expenses. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP financial measures. Non-GAAP financial measures are subject to limitations, and should be read only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies.

We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance.

We believe that non-GAAP financial measures can provide useful information to both management and investors by excluding certain non-cash and other one-time expenses that we believe are not indicative of our core operating results. Among other uses, our management uses non-GAAP measures to compare our performance relative to forecasts and strategic plans and to benchmark our performance externally against competitors. In addition, management’s incentive compensation will be 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; ticking fees paid to lenders following the termination of such merger which were recorded in other expense; 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.

Other expense also includes losses from impairment of privately held investments.

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 fourth quarter 2024.

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.

Leslie Green
Tel: +1 650-312-9060
lgreen@maxlinear.com

												Nine Months Ended
																		September 30, 2024						September 30, 2023
Net revenue																		$	268,361					$	567,910
Cost of net revenue																		124,827						250,786
Gross profit																		143,534						317,124
Operating expenses:
Research and development																		173,911						204,254
Selling, general and administrative																		100,242						97,772
Impairment losses																		1,237						2,438
Restructuring charges																		50,323						9,138
Total operating expenses																		325,713						313,602
Income (loss) from operations																		(182,179)						3,522
Interest income																		5,346						4,272
Interest expense																		(8,072)						(7,793)
Other income (expense), net																		(12,990)						(21,180)
Total other income (expense), net																		(15,716)						(24,701)
Loss before income taxes																		(197,895)						(21,179)
Income tax provision (benefit)																		(10,535)						13,468
Net loss																		$	(187,360)					$	(34,647)
Net loss per share:
Basic																		$	(2.25)					$	(0.43)
Diluted																		$	(2.25)					$	(0.43)
Shares used to compute net loss per share:
Basic																		83,303						80,395
Diluted																		83,303						80,395

									Nine Months Ended
															September 30, 2024						September 30, 2023
Operating Activities
Net loss															$	(187,360)					$	(34,647)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Amortization and depreciation															42,426						54,923
Impairment of intangible assets															1,237						2,438
Impairment of investments and other assets															14,000						—
Amortization of debt issuance costs and accretion of discount on debt and leases															1,990						1,858
Stock-based compensation															47,208						38,763
Deferred income taxes															(13,058)						6,502
Loss on disposal of property and equipment															1,068						2,057
Unrealized holding loss on investments															—						3,917
Impairment of leased right-of-use assets															3,415						—
Gain on settlement of pension															—						(1,008)
Gain on extinguishment of lease liabilities															(554)						—
Loss on foreign currency															973						140
Excess tax benefits on stock-based awards															(2,988)						(529)
Changes in operating assets and liabilities:
Accounts receivable, net															122,689						13,769
Inventory															3,845						45,602
Prepaid expenses and other assets															(8,615)						(10,215)
Accounts payable, accrued expenses and other current liabilities															(16,041)						(17,917)
Accrued compensation															3,011						8,776
Accrued price protection liability															(27,212)						(45,036)
Lease liabilities															(7,806)						(8,891)
Other long-term liabilities															4,315						(557)
Net cash provided by (used in) operating activities															(17,457)						59,945
Investing Activities
Purchases of property and equipment															(15,487)						(12,180)
Purchases of intangible assets															(4,961)						(6,198)
Cash used in acquisitions, net of cash acquired															—						(12,384)
Net cash used in investing activities															(20,448)						(30,762)
Financing Activities
Payment of debt commitment fees															—						(18,325)
Net proceeds from issuance of common stock															1,579						3,168
Minimum tax withholding paid on behalf of employees for restricted stock units															(1,714)						(12,370)
Net cash used in financing activities															(135)						(27,527)
Effect of exchange rate changes on cash, cash equivalents and restricted cash															(824)						(1,861)
Decrease in cash, cash equivalents and restricted cash															(38,864)						(205)
Cash, cash equivalents and restricted cash at beginning of period															188,356						188,357
Cash, cash equivalents and restricted cash at end of period															$	149,492					$	188,152