MAXLINEAR, INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and no evaluation of controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to filing this Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Form 10-K. Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K. Management’s Annual Report on Internal Controls over Financial Reporting Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting based on criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021. The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Grant Thornton LLP, an independent registered public accounting firm, and Grant Thornton LLP has issued a report on our internal control over financial reporting, which is included herein. Changes in Internal Control over Financial Reporting An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to determine whether any change in our internal control over financial reporting occurred during the fiscal quarter ended December 31, 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 56 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders MaxLinear, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of MaxLinear, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2021, and our report dated February 2, 2022 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting (“Management's Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Grant Thornton LLP Newport Beach, California February 2, 2022 57 Table of Contents ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION Not applicable. 58 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 10 with respect to our directors and executive officers will be either (i) included in an amendment to this Annual Report on Form 10-K or (ii) incorporated by reference to our Definitive Proxy Statement to be filed in connection with our 2022 Annual Meeting of Stockholders, or the 2022 Proxy Statement. Such amendment in the 2022 Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2021. Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act. This information will be contained under the caption “Related Person Transactions and Section 16(a) Beneficial Ownership Reporting Compliance” in either an amendment to this Annual Report on Form 10-K or the 2022 Proxy Statement and is incorporated herein by reference. Code of Conduct We have adopted a code of ethics and employee conduct that applies to our board of directors and all of our employees, including our chief executive officer and principal financial officer. Our code of conduct is available at our website by visiting www.maxlinear.com and clicking through “Investors,” “Corporate Governance,” “Governance,” “Governance Documents,” and “Code of Conduct.” When required by the rules of the NASDAQ Stock Market LLC, or NASDAQ, or the Securities and Exchange Commission, or SEC, we will disclose any future amendment to, or waiver of, any provision of the code of conduct for our chief executive officer and principal financial officer or any member or members of our board of directors on our website within four business days following the date of such amendment or waiver. The information required by Item 10 with respect to our audit committee is incorporated by reference from the information set forth under the caption “Corporate Governance and Board of Directors — Board Committees” in either an amendment to this Annual Report on Form 10-K or the 2022 Proxy Statement. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is incorporated by reference from the information set forth under the captions “Compensation of Non-Employee Directors” and “Executive Compensation” in either an amendment to this Annual Report on Form 10-K or our 2022 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 is incorporated by reference from the information set forth under the captions “Executive Compensation — Equity Compensation Plan Information” and “Security Ownership” in either an amendment to this Annual Report on Form 10-K or our 2022 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 is incorporated by reference from the information set forth under the captions “Corporate Governance and Board of Directors — Director Independence” and “Related Person Transactions and Section 16(a) Beneficial Ownership Reporting Compliance” in either an amendment to this Annual Report on Form 10-K or our 2022 Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by Item 14 is incorporated by reference from the information set forth under the caption “Proposal Number 3 — Ratification of Appointment of Independent Registered Public Accounting Firm” in either an amendment to this Annual Report on Form 10-K or our 2022 Proxy Statement. 59 Table of Contents PART IV — FINANCIAL INFORMATION 60 Table of Contents ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES a) Documents filed as part of the report 1. Financial Statements Our consolidated financial statements are attached hereto and listed on the Index to Consolidated Financial Statements of this Annual Report on Form 10-K. 2. Financial Statement Schedules Schedule II. Valuation and Qualifying Accounts —Years ended December 31, 2021, 2020 and 2019 All other schedules are omitted as the required information is inapplicable, or the information is presented in the financial statements or related notes. SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (in thousands): Classification Balance at beginning of year Additions (deductions) charged to expenses Other Additions (Deductions) Balance at end of year Allowance for credit losses (previously, allowance for doubtful accounts) 2021 $ — $ — $ — $ — $ — 2020 — — — — — 2019 46 — — (46) — Warranty reserves 2021 $ 700 $ 514 $ — $ (440) $ 774 2020 553 300 — (153) 700 2019 519 74 — (40) 553 Valuation allowance for deferred tax assets 2021 $ 71,811 $ (3,660) $ — $ — $ 68,151 2020 77,957 (7,385) 1,239 — 71,811 2019 79,196 (1,239) — — 77,957 61 Table of Contents 3. Exhibits Exhibit Number Exhibit Title 2.1 Asset Purchase Agreement, dated as of April 5, 2020, by and among MaxLinear, Inc., a Delaware corporation, Intel Corporation, a Delaware corporation, and MaxLinear Asia Singapore Private Limited, a wholly-owned subsidiary of MaxLinear (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on April 6, 2020 (File No. 001-34666)). 3.1 Registrant’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on March 29, 2010 (incorporated by reference to Exhibit 3.5 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)). 3.2 Registrant’s Amended and Restated Bylaws, as amended to date (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 14, 2021 (File No. 001-34666)). 4.1 Specimen common stock certificate of Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Amendment No. 1 on Form 8-A filed on March 30, 2017 (File No. 001-34666)). *4.2 Description of the registrant ’ s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. +10.1 Form of Director and Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)). +10.2 Form of Director and Controlling Person Indemnification Agreement (incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)). +10.3 2010 Equity Incentive Plan, as amended on December 13, 2018 (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on December 19, 2018 (File No. 001-34666)). +10.4 Form of Agreement under the 2010 Equity Incentive (incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q filed on July 28, 2011 (File No. 001-34666)). +10.5 2010 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K filed on August 15, 2016 (File No. 001-34666)). +10.6 Form of Change in Control Agreement for Executive Officers (incorporated herein by reference to Exhibit 10.13 of the Registrant's Annual Report on Form 10-K filed on February 17, 2016). †10.7 Intellectual Property License Agreement, dated June 18, 2009, between the Registrant and Intel Corporation, (incorporated by reference to Exhibit 10.16 of the Registrant’s Registration Statement on Form S-1 and all amendments thereto (File No. 333-162947)). +†10.8 Employment Offer Letter, dated November 9, 2012, between the Registrant and Will Torgerson (incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K filed on February 6, 2013 (File No. 001-34666)). 10.9 Lease Agreement, dated December 17, 2013, between Registrant and The Campus Carlsbad, LLC (incorporated by reference to Exhibit 10.26 of the Registrant’s Annual Report on Form 10-K filed on February 7, 2014 (File No. 001-34666)). 10.10 First Amendment to Lease, dated May 6, 2015, between Registrant, on the one hand, and Brookwood CB I, LLC and Brookwood CB II, LLC, as tenants in common and successors-in-interest to The Campus Carlsbad, LLC, on the other hand (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2015 (File No. 333-34666)). 10.11 Lease Agreement, dated November 11, 2015, between Registrant and The Northwestern Mutual Life Insurance Company (incorporated herein by reference to Exhibit 10.33 of the Registrant’s Annual Report on Form 10-K filed on February 17, 2016). +10.12 Employment Promotion Letter, dated February 11, 2016, between the Registrant and Connie Kwong (incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 10-Q filed on May 9, 2016). 10.13 Debt Commitment Letter by and among MaxLinear, Inc., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, and Deutsche Bank Securities Inc., dated as of March 28, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K/A filed on March 31, 2017 (File No. 001-34666)). 10.14 Credit Agreement, dated as of May 12, 2017, by and among MaxLinear, Inc., the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by references to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 12, 2017 (File No. 001-34666)). 62 Table of Contents Exhibit Number Exhibit Title 10.15 Security Agreement, dated as of May 12, 2017, by and among MaxLinear, Inc., the subsidiary guarantors from time to time party thereto, and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by references to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on May 12, 2017 (File No. 001-34666)). +10.16 Employment Offer Letter, dated June 7, 2018, between the Registrant and Steven Litchfield (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 10-Q filed on August 7, 2018 (File No. 001-34666)). +10.17 Employment Offer Letter, dated June 27, 2018, between the Registrant and Michael Bollesen (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 10-Q filed on August 7, 2018 (File No. 001-34666)). +10.18 Form of Change in Control Agreement for Chief Executive Officer and Chief Financial Officer, as amended (incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 8-K filed on December 19, 2018 (File No. 001-34666)). +10.19 Form of Change in Control Agreement for Executive Officers, as amended (incorporated herein by reference to Exhibit 10.2 of the Registrant's Form 8-K filed on December 19, 2018 (File No. 001-34666)). +10.20 Executive Incentive Bonus Plan, as amended on December 13, 2018 (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on December 19, 2018 (File No. 001-34666)). +10.21 Clawback Policy, as adopted on December 13, 2018 (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed on December 19, 2018 (File No. 001-34666)). +†10.22 Form of Restricted Stock Unit Award Agreement for Performance-Based Awards under the 2010 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Registrant ’ s Form 10-Q filed on July 25, 2019 (File No. 001-34666)). 10.23 Debt Commitment Letter by and among MaxLinear, Inc., MUFG Union Bank, and Wells Fargo Bank, N.A. dated as of April 5, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on April 6, 2020 (File No. 001-34666)). 10.24 Incremental Amendment No. 1, dated as of July 31, 2020, by and among MaxLinear, the guarantors party thereto, the lenders party thereto, MUFG Bank, Ltd., as administrative agent, and MUFG as collateral agent. 10.25 Incremental Amendment No. 1, dated as of July 31, 2020, by and among MaxLinear, the guarantors party thereto, the lenders party thereto, MUFG Bank, Ltd., as administrative agent, and MUFG as collateral agent (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on June 7, 2021 ) 10.26 Credit Agreement, dated as of June 23, 2021, by and among MaxLinear, Inc., the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 24, 2021 ) 10.27 Security Agreement, dated as of June 23, 2021, by and among MaxLinear, Inc., the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 24, 2021) *11.1 Statement re computation of income (loss) per share (included in Part IV, Item 1 4 of this Form 10-K). *21.1 Subsidiaries of the Registrant. *23.1 Consent of Independent Registered Public Accounting Firm. *24.1 Power of Attorney (included on the signature page of this Form 10-K). *31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. #*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 63 Table of Contents Exhibit Number Exhibit Title 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. # In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished pursuant to this item will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. + Indicates a management contract or compensatory plan. † Confidential treatment has been requested and received for certain portions of these exhibits. (b) Exhibits The exhibits filed as part of this report are listed in Item 15(a)(3) of this Form 10-K. (c) Schedules The financial statement schedule required by Regulation S-X and Item 8 of this form is listed in Item 15(a)(2) of this Form 10-K. 64 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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. MAXLINEAR, INC. (Registrant) By: /s/ KISHORE SEENDRIPU, Ph.D. Kishore Seendripu, Ph.D. President and Chief Executive Officer Date: February 2, 2022 (Principal Executive Officer) 65 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kishore Seendripu, Ph.D. and Steven Litchfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-facts and agents, or his substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ KISHORE SEENDRIPU, Ph.D. President, Chief Executive Officer, and Director February 2, 2022 Kishore Seendripu, Ph.D. (Principal Executive Officer) /s/ STEVEN G. LITCHFIELD Chief Financial Officer and Chief Corporate Strategy Officer February 2, 2022 Steven G. Litchfield (Principal Financial Officer) /s/ CONNIE KWONG Corporate Controller February 2, 2022 Connie Kwong (Principal Accounting Officer) /s/ THOMAS E. PARDUN Lead Director February 2, 2022 Thomas E. Pardun /s/ DANIEL A. ARTUSI Director February 2, 2022 Daniel A. Artusi /s/ CAROLYN D. BEAVER Director February 2, 2022 Carolyn D. Beaver /s/ GREGORY P. DOUGHERTY Director February 2, 2022 Gregory P. Dougherty /s/ TSU-JAE KING LIU, Ph.D. Director February 2, 2022 Tsu-Jae King Liu, Ph.D. /s/ ALBERT J. MOYER Director February 2, 2022 Albert J. Moyer /s/ DONALD E. SCHROCK Director February 2, 2022 Donald E. Schrock /s/ THEODORE TEWKSBURY, Ph.D. Director February 2, 2022 Theodore Tewksbury, Ph.D. 66 Table of Contents MaxLinear, Inc. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 68 Consolidated Balance Sheets 70 Consolidated Statements of Operations 71 Consolidated Statements of Comprehensive Income (Loss) 72 Consolidated Statements of Stockholders’ Equity 73 Consolidated Statements of Cash Flows 74 Notes to Consolidated Financial Statements 75 67 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders MaxLinear, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of MaxLinear, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 2, 2022 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Inventory valuation As discussed in Note 1 to the financial statements, the Company assesses the recoverability of its inventory based on judgments and assumptions about future demand and market conditions. Future demand is determined based on historical sales and expected future sales. The Company reduces its inventory to its lower of cost or net realizable value on a part-by-part basis to account for its obsolescence or lack of marketability. Reductions are calculated as the difference between the cost of inventory and its net realizable value based upon the assumptions about future demand, market conditions, and costs. We identified inventory valuation as a critical audit matter. The principal consideration for our determination that inventory valuation is a critical audit matter is that management’s estimates of future demand and market conditions are subject to a high level of estimation uncertainty. Therefore, subjective and complex auditor judgment is necessary to evaluate the reasonableness of management’s judgments and assumptions since historical results may not be indicative of the future due to uncertainties arising from technological advances, complexities in developing new products, industry consolidation and economic factors. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others: 68 Table of Contents • Evaluating management’s assumptions with regard to future demand by considering whether: ◦ Current and past results indicated management’s ability to reliably forecast future demand. We compared prior year forecasts of future demand to actual results in the current year; ◦ Changes contemplated in forecasted future demand compared with the current year actual results are reasonable; and ◦ The information was consistent with evidence obtained in other areas of the audit; • Evaluating the propriety of significant adjustments to the inventory valuation calculations, by making inquiries of management and reviewing judgments, assumptions and documentation supporting such adjustments; • Testing the completeness, accuracy, and relevance of underlying data used in the estimate of net realizable value of its inventories; and • Testing the design and operating effectiveness of internal controls over the inventory valuation adjustments, including management’s review of the demand forecast and significant adjustments to the inventory valuation calculation. Realizability of deferred tax assets As discussed in Note 1 to the financial statements, management records valuation allowances to reduce deferred tax assets when a judgment is made that is considered more likely than not that a tax benefit will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible. The Company assesses the need for a valuation allowance by evaluating both positive and negative evidence that may exist. We identified the realizability of deferred tax assets as a critical audit matter. The principal consideration for our determination that the realizability of deferred tax assets is a critical audit matter is that the forecast of future taxable income is an accounting estimate subject to a high level of estimation. There is inherent uncertainty and subjectivity related to management’s judgments and assumptions regarding the Company’s international tax structure and transfer pricing agreements, determination of the taxable income by jurisdiction, and the impacts of the Tax Act on future taxable income, which are complex in nature and require significant auditor judgment. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. With the assistance of engagement team members possessing specialized skill in income tax matters, our audit procedures related to the realizability of deferred tax assets included the following, among others: • Reviewing management’s application of the rules under the Tax Act with a focus on Global Intangible Low-Taxed Income and the ordering rules and its expected impact on estimated future taxable income; • Comparing the scheduled reversals of deferred tax liabilities to the underlying financial and tax accounting records; • Comparing the forecast of future taxable income to the following: ◦ Prior year actual results by jurisdiction to evaluate the reasonableness of significant changes contemplated for the following year; ◦ Forecasts of future information used in other areas to evaluate completeness and consistency; • Reviewing the Company’s transfer pricing assumptions, including royalty rates and cost plus markups, applied by the Company and its non-US subsidiaries; and • Testing the design and operating effectiveness of management’s internal controls over the completeness and accuracy of the forecast of future taxable income and the proper application of relevant tax law to support the realizability of deferred tax assets. /s/ Grant Thornton LLP We have served as the Company’s auditor since 2016. Newport Beach, California February 2, 2022 69 Table of Contents MAXLINEAR, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except par value amounts) December 31, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 130,572 $ 148,901 Short-term restricted cash 105 115 Accounts receivable, net 119,724 67,442 Inventory 131,703 97,839 Prepaid expenses and other current assets 22,000 47,421 Total current assets 404,104 361,718 Long-term restricted cash 1,061 1,018 Property and equipment, net 60,924 39,470 Leased right-of-use assets 27,269 21,886 Intangible assets, net 152,540 207,266 Goodwill 306,668 302,828 Deferred tax assets 89,168 86,065 Other long-term assets 8,650 2,191 Total assets $ 1,050,384 $ 1,022,442 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 52,976 $ 32,751 Accrued price protection liability 40,509 47,766 Accrued expenses and other current liabilities 57,268 105,842 Accrued compensation 56,642 47,302 Total current liabilities 207,395 233,661 Long-term lease liabilities 24,640 20,862 Long-term debt 306,153 363,592 Other long-term liabilities 22,998 13,210 Total liabilities 561,186 631,325 Commitments and contingencies Stockholders’ equity: Preferred stock, $ 0.0001 par value; 25,000 shares authorized, no shares issued or outstanding — — Common stock, $ 0.0001 par value; 550,000 shares authorized; 76,778 shares issued and outstanding at December 31, 2021 and 74,536 shares issued and outstanding December 31, 2020 8 7 Additional paid-in capital 657,485 602,064 Accumulated other comprehensive income 2,125 1,435 Accumulated deficit ( 170,420 ) ( 212,389 ) Total stockholders’ equity 489,198 391,117 Total liabilities and stockholders’ equity $ 1,050,384 $ 1,022,442 See accompanying notes. 70 Table of Contents MAXLINEAR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Year Ended December 31, 2021 2020 2019 Net revenue $ 892,398 $ 478,596 $ 317,180 Cost of net revenue 396,566 265,798 149,495 Gross profit 495,832 212,798 167,685 Operating expenses: Research and development 278,440 179,993 98,344 Selling, general and administrative 149,943 130,025 88,762 Impairment losses — 86 — Restructuring charges 2,204 3,833 2,636 Total operating expenses 430,587 313,937 189,742 Income (loss) from operations 65,245 ( 101,139 ) ( 22,057 ) Interest income 78 409 775 Interest expense ( 12,996 ) ( 12,952 ) ( 11,133 ) Loss on extinguishment of debt ( 5,221 ) — — Other income (expense), net 764 ( 1,170 ) ( 69 ) Total other income (expense), net ( 17,375 ) ( 13,713 ) ( 10,427 ) Income (loss) before income taxes 47,870 ( 114,852 ) ( 32,484 ) Income tax provision (benefit) 5,901 ( 16,259 ) ( 12,586 ) Net income (loss) $ 41,969 $ ( 98,593 ) $ ( 19,898 ) Net income (loss) per share: Basic $ 0.55 $ ( 1.35 ) $ ( 0.28 ) Diluted $ 0.53 $ ( 1.35 ) $ ( 0.28 ) Shares used to compute net income (loss) per share: Basic 76,037 73,133 71,005 Diluted 79,679 73,133 71,005 See accompanying notes. 71 Table of Contents MAXLINEAR, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Years Ended December 31, 2021 2020 2019 Net income (loss) $ 41,969 $ ( 98,593 ) $ ( 19,898 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net of tax expense of $ 93 in 2021, expense of $ 216 in 2020 and expense of $ 136 in 2019 ( 242 ) 1,010 160 Net actuarial gain on pension and other defined benefit plans, net of tax expense of $ 792 in 2021 and $ 0 in 2020 932 1,172 — Unrealized gain (loss) on interest rate swap, net of tax expense of $ 0 in 2021, tax expense of $ 8 in 2020, and tax benefit of $ 341 in 2019 — 225 ( 1,319 ) Less: Reclassification adjustments of unrealized gain on interest rate swap, net of tax of $ 0 in 2020 — ( 85 ) — Unrealized gain (loss) on interest rate swap, net of tax — 140 ( 1,319 ) Other comprehensive income (loss) 690 2,322 ( 1,159 ) Total comprehensive income (loss) $ 42,659 $ ( 96,271 ) $ ( 21,057 ) See accompanying notes. 72 Table of Contents MAXLINEAR, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance at December 31, 2018 69,551 $ 7 $ 493,287 $ 272 $ ( 93,630 ) $ 399,936 Common stock issued pursuant to equity awards, net 2,132 — 140 — — 140 Employee stock purchase plan 248 — 4,109 — — 4,109 Stock-based compensation — — 32,060 — — 32,060 Cumulative effect of adoption of new accounting principles — — — — ( 268 ) ( 268 ) Other comprehensive loss — — — ( 1,159 ) — ( 1,159 ) Net loss — — — — ( 19,898 ) ( 19,898 ) Balance at December 31, 2019 71,931 7 529,596 ( 887 ) ( 113,796 ) 414,920 Common stock issued pursuant to equity awards, net 1,515 — 3,997 — — 3,997 Common stock issued for merger, net 804 — 17,080 — — 17,080 Employee stock purchase plan 286 — 3,794 — — 3,794 Stock-based compensation — — 47,597 — — 47,597 Other comprehensive income — — — 2,322 — 2,322 Net loss — — — — ( 98,593 ) ( 98,593 ) Balance at December 31, 2020 74,536 7 602,064 1,435 ( 212,389 ) 391,117 Repurchase of common stock ( 455 ) — ( 23,548 ) — — ( 23,548 ) Common stock issued pursuant to equity awards, net 2,501 1 14,613 — — 14,614 Employee stock purchase plan 196 — 4,998 — — 4,998 Stock-based compensation — — 59,358 — — 59,358 Other comprehensive income — — — 690 — 690 Net income — — — — 41,969 41,969 Balance at December 31, 2021 76,778 $ 8 $ 657,485 $ 2,125 $ ( 170,420 ) $ 489,198 See accompanying notes. 73 Table of Contents MAXLINEAR, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2021 2020 2019 Operating Activities Net income (loss) $ 41,969 $ ( 98,593 ) $ ( 19,898 ) Adjustments to reconcile net income (loss) to cash provided by operating activities: Amortization and depreciation 91,792 76,513 66,401 Impairment losses — 86 — Inventory fair value adjustments — 32,945 — Amortization of debt issuance costs and accretion of discounts 3,000 2,201 1,577 Stock-based compensation 59,358 47,597 32,060 Deferred income taxes ( 3,235 ) ( 18,488 ) ( 15,693 ) Loss on disposal of property and equipment 533 — 46 Impairment of leasehold improvements 226 319 1,442 Impairment of leased right-of-use assets 429 1,508 9,240 Loss on extinguishment of debt 5,221 — — Gain on extinguishment of lease liabilities — — ( 10,437 ) Loss on foreign currency 634 1,289 760 Excess tax benefits on stock-based awards ( 7,415 ) ( 677 ) ( 4,064 ) Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable ( 51,690 ) ( 16,856 ) 9,090 Inventory ( 33,689 ) ( 31,837 ) 10,195 Prepaid expenses and other assets 24,186 ( 38,954 ) 3,805 Leased right-of-use assets 72 441 3,044 Accounts payable, accrued expenses and other current liabilities 12,771 57,094 1,261 Accrued compensation 33,595 32,606 2,021 Accrued price protection liability ( 7,320 ) 34,719 ( 3,966 ) Lease liabilities ( 9,905 ) ( 6,386 ) ( 8,142 ) Other long-term liabilities 7,701 ( 1,934 ) ( 394 ) Net cash provided by operating activities 168,233 73,593 78,348 Investing Activities Purchases of property and equipment ( 39,176 ) ( 12,487 ) ( 6,887 ) Purchases of intangible assets ( 7,581 ) ( 2,799 ) ( 86 ) Cash used in acquisitions, net of cash acquired ( 40,000 ) ( 160,000 ) — Purchases of long-term investments ( 5,000 ) — — Net cash used in investing activities ( 91,757 ) ( 175,286 ) ( 6,973 ) Financing Activities Proceeds from the issuance of debt 350,000 175,000 — Payment of debt issuance cost ( 4,173 ) ( 2,696 ) — Repayment of debt ( 409,813 ) ( 17,188 ) ( 50,000 ) Net proceeds from issuance of common stock 8,780 8,068 8,603 Minimum tax withholding paid on behalf of employees for restricted stock units ( 13,149 ) ( 3,535 ) ( 11,986 ) Repurchase of common stock ( 23,548 ) — — Net cash provided by (used in) financing activities ( 91,903 ) 159,649 ( 53,383 ) Effect of exchange rate changes on cash and cash equivalents ( 2,869 ) ( 1,039 ) 934 Increase (decrease) in cash, cash equivalents and restricted cash ( 18,296 ) 56,917 18,926 Cash, cash equivalents and restricted cash at beginning of period 150,034 93,117 74,191 Cash, cash equivalents and restricted cash at end of period $ 131,738 $ 150,034 $ 93,117 Supplemental disclosures of cash flow information: Cash paid for interest $ 11,034 $ 11,082 $ 11,259 Cash paid for income taxes $ 3,839 $ 2,822 $ 4,417 Supplemental disclosures of non-cash activities: Common stock issued in acquisitions, at fair value $ — $ 17,080 $ — Deferred payments of purchase price for acquisitions, at fair value $ — $ 34,100 $ — Issuance of shares for payment of bonuses $ 23,981 $ 3,258 $ 7,632 See accompanying notes. 74 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Summary of Significant Accounting Policies Description of Business MaxLinear, Inc. was incorporated in Delaware in September 2003. MaxLinear, Inc., together with its wholly owned subsidiaries, collectively referred to as MaxLinear, or the Company, is a provider of communications systems-on-chip (SoC) solutions used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications. MaxLinear is a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency (RF), high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. MaxLinear’s customers include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, who incorporate the Company’s products in a wide range of electronic devices, including cable Data Over Cable Service Interface Specifications (DOCSIS), fiber and DSL broadband modems and gateways; Wi-Fi and wireline routers for home networking; radio transceivers and modems for 4G/5G base-station and backhaul infrastructure; fiber-optic modules for data center, metro, and long-haul transport networks; as well as power management and interface products used in these and many other markets. Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of MaxLinear, Inc. and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. All intercompany transactions and investments have been eliminated in consolidation. The functional currency of certain foreign subsidiaries is the local currency. Accordingly, assets and liabilities of these foreign subsidiaries are translated at the current exchange rate at the balance sheet date and historical rates for equity. Revenue and expense components are translated at weighted average exchange rates in effect during the period. Gains and losses resulting from foreign currency translation are included as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in the results of operations, and to date, have not been material. Use of Estimates and Significant Risks and Uncertainties The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes of the consolidated financial statements. Actual results could differ from those estimates. In the year ended December 31, 2020, the Company’s revenues were impacted by the novel coronavirus disease, or COVID-19, pandemic. In particular, the Company experienced some negative impact to its revenue and gross profits in the first half of 2020 due to several industry-wide dynamics related to COVID-19 including supply constraints as well as customer requests to temporarily delay shipments. Although the Company has benefited from increased demand for certain of its products from the work-from-home environment in the second half of 2020 and in fiscal year 2021, a sudden increase in demand for electronics containing semiconductor chips and stockpiling of chips by certain firms in China blacklisted by the U.S. has exacerbated bottlenecks in the supply chain, resulting in a global semiconductor supply shortage impacting the Company’s industry. Some chip manufacturers are estimating this supply shortage may continue into 2023. While these chip manufacturers are working to increase capacity in the future, and the Company is continuing to work closely with its suppliers and customers to minimize the potential adverse impacts of the supply shortage, such shortage may have a near-term impact on the Company’s ability to meet increased demand on certain products and have a negative impact on its operating results which may continue into 2023. Heightened volatility, global supply shortages, and uncertainty in customer demand and the worldwide economy in general has continued, and the Company may experience increased volatility in its sales and revenues in the near future. However, the magnitude of such volatility on the Company’s business and its duration is uncertain and cannot be reasonably estimated at this time. The Company also believes that its $ 131.7 million of cash and cash equivalents at December 31, 2021 will be sufficient to fund its projected operating requirements for at least the next twelve months. A material adverse impact from COVID-19 and the global semiconductor supply shortage could result in a need to raise additional capital or incur additional indebtedness to fund strategic initiatives or operating activities, particularly if the Company pursues additional acquisitions. The Company’s future capital requirements will depend on many factors, including changes in revenue, the expansion of engineering, sales and marketing activities, the timing and extent of expansion into new territories, the timing of introductions of new products and 75 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS enhancements to existing products, the continuing market acceptance of the Company’s products and potential material investments in, or acquisitions of, complementary businesses, services or technologies. Additional funds may not be available on terms favorable to the Company or at all. If the Company is unable to raise additional funds when needed, it may not be able to sustain its operations or execute its strategic plans. The Company is not aware of any specific event or circumstance that would require an update to its estimates or adjustments to the carrying value of its assets and liabilities as of February 2, 2022, the issuance date of this Annual Report on Form 10-K. Actual results could differ from those estimates, particularly if the Company experiences material impacts from COVID-19. Business Combinations The Company applies the provisions of ASC 805, Business Combinations , in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Costs to exit or restructure certain activities of an acquired company or the Company’s internal operations are accounted for as termination and exit costs pursuant to ASC 420, Exit or Disposal Cost Obligations , and are accounted for separately from the business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in the consolidated statements of operations in the period in which the liability is incurred. For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review, evaluation, and adjustment of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. A pre-acquisition contingency (non-income tax related) is only recognized as an asset or a liability if: (i) it is probable that an asset existed or a liability had been incurred at the acquisition date and (ii) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in estimates of such contingencies will affect earnings and could have a material effect on the Company's results of operations and financial position. In addition, uncertain tax positions and tax-related valuation allowances assumed, if any, in connection with a business combination are initially estimated as of the acquisition date. The Company re-evaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated statements of operations and could have a material impact on the results of operations and financial position. Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value. Accounts Receivable The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts, which is based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar high risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is 76 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS remote. The allowance for credit losses as of December 31, 2021 and 2020 and the activity in this account, including the current-period provision for expected credit losses for the years ended December 31, 2021 and 2020, were not material. Inventory The Company assesses the recoverability of its inventory based on assumptions about demand and market conditions. Forecasted demand is determined based on historical sales and expected future sales. Inventory is stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis and net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company reduces its inventory to its lower of cost or net realizable value on a part-by-part basis to account for its obsolescence or lack of marketability. Reductions are calculated as the difference between the cost of inventory and its net realizable value based upon assumptions about future demand, market conditions and costs. Once established, these adjustments are considered permanent and are not revised until the related inventory is sold or disposed of. Fair Value of Financial Instruments The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and compensation are considered to be representative of their respective fair values because of the short-term nature of these accounts. The interest rate swap was carried at fair value prior to its expiration in 2020. Property and Equipment Property and equipment is carried at cost and depreciated over the estimated useful lives of the assets, ranging from two to five years , using the straight-line method. Leasehold improvements are stated at cost and amortized over the shorter of the estimated useful lives of the assets or the lease term. Production Masks Production masks with alternative future uses or discernible future benefits are capitalized and amortized over their estimated useful life of two to five years . To determine if the production mask has alternative future uses or benefits, the Company evaluates risks associated with developing new technologies and capabilities, and the related risks associated with entering new markets. Production masks that do not meet the criteria for capitalization are expensed as research and development costs. Goodwill and Intangible Assets Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method. Intangible assets represent purchased intangible assets including developed technology, in-process research and development, or IPR&D, technologies acquired or licensed from other companies, customer relationships, non-compete covenants, backlog, and trademarks and tradenames. Purchased finite-lived intangible assets are capitalized and amortized over their estimated useful lives. Technologies acquired or licensed from other companies, customer relationships, non-compete covenants, backlog, and trademarks and tradenames are capitalized and amortized over the lesser of the terms of the agreement, or estimated useful life. The Company capitalizes IPR&D projects acquired as part of a business combination. On completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives. Impairment of Goodwill and Long-Lived Assets Goodwill is not amortized but is tested for impairment using either a qualitative assessment, and/or quantitative assessment, which is based on comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, a goodwill impairment loss is recorded. The Company tests by reporting unit, goodwill and other indefinite-lived intangible assets for impairment as of October 31 each year or more frequently if it believes indicators of impairment exist. During development, IPR&D is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company reviews indefinite-lived intangible assets for impairment using a qualitative assessment, followed by a quantitative assessment, as needed, each year as of October 31, the date of its annual goodwill impairment review, or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability of indefinite-lived intangible assets is measured by comparing the 77 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS carrying amount of the asset to its fair value. In certain cases, the Company utilizes the relief-from-royalty method when appropriate, and a fair value will be obtained based on analysis over the costs saved by owning the right instead of leasing it. Once an IPR&D project is complete, it becomes a finite-lived intangible asset and is evaluated for impairment both immediately prior to its change in classification and thereafter in accordance with the Company's policy for long-lived assets. The Company regularly reviews the carrying amount of its long-lived assets subject to depreciation and amortization, as well as the useful lives, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. An impairment loss would be recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset. Should impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the asset over the asset’s fair value. During the years 2021, 2020, and 2019, the Company recorded impairment of intangible assets of $ 0 , $ 0.1 million and $ 0 , respectively. Refer to Goodwill and Intangible Assets, Note 5 for more information. Revenue Recognition The Company’s revenue is primarily generated from sales of the Company’s integrated circuits to electronics distributors, module makers, OEMs, and ODMs under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales. The Company recognizes such revenue at the point in time when control of the products is transferred to the customer at the estimated net consideration for which collection is probable, taking into account the customer's rights to price protection, other pricing credits, unit rebates, and rights to return unsold product. Transfer of control occurs either when products are shipped to or received by the distributor or direct customer, based on the terms of the specific agreement with the customer, if the Company has a present right to payment and transfer of legal title and the risks and rewards of ownership to the customer has occurred. For most of the Company's product sales, transfer of control occurs upon shipment to the distributor or direct customer. In assessing whether collection of consideration from a customer is probable, the Company considers the customer's ability and intention to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, typically 30 days from the invoice date, which occurs on the date of transfer of control of the products to the customer. Since payment terms are less than a year, the Company has elected the practical expedient and does not assess whether a customer contract has a significant financing component. A five-step approach is applied in the recognition of revenue: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the Company satisfies a performance obligation. Customer purchase orders plus the underlying master sales agreements are considered to be contracts with the customer for purposes of applying the five-step approach. Pricing adjustments and estimates of returns under contractual stock rotation rights are treated as variable consideration for purposes of determining the transaction price, and are estimated at the time control transfers using the expected value method based on the Company’s analysis of actual price adjustment claims by distributors and historical product return rates, and then reassessed at the end of each reporting period. The Company also considers whether any variable consideration is constrained, since such amounts for which it is probable that a significant reversal will occur when the contingency is subsequently resolved are required to be excluded from revenues. Price adjustments are finalized at the time the products are sold through to the end customer and the distributor or end customer submits a claim to reduce the sale price to a pre-approved net price. Stock rotation allowances are capped at a fixed percentage of the Company's sales to a distributor for a period of time, up to six months , as specified in the individual distributor contract. If the Company's current estimates of such credits and rights are materially inaccurate, it may result in adjustments that affect future revenues and gross profits. Returns under the Company's general assurance warranty of products for a period of one to three years have not been material and warranty-related services are not considered a separate performance obligation under the customer contracts. Most of the Company’s customers resell the Company’s product as part of their product and thus are tax-exempt; however, to the extent the Company collects and remits taxes on product sales from customers, it has elected to exclude from the measurement of transaction price such taxes. Each distinct promise to transfer products is considered to be an identified performance obligation for which revenue is recognized upon transfer of control of the products to the customer. Although customers may place orders for products to be delivered on multiple dates that may be in different quarterly reporting periods, all of the orders are scheduled within one year from the order date. The Company has opted to not disclose the portion of revenues allocated to partially unsatisfied 78 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS performance obligations, which represent products to be shipped within 12 months under open customer purchase orders, at the end of the current reporting period. The Company has also elected to record sales commissions when incurred, as the period over which the sales commission asset that would have been recognized is less than one year . Customer contract liabilities consist primarily of obligations to deliver rebates to customers in the form of units of products which are included in accrued expenses and other current liabilities in the consolidated balance sheets. Other obligations to customers consist of estimates of price protection rights offered to the Company’s end customers, which are included in accrued price protection liability in the consolidated balance sheets, as well as price adjustments expected to be claimed by the distributor upon sell-through of the products to their customers, and amounts expected to be returned by distributors under stock rotation rights, which are included in accrued expenses and other current liabilities in the consolidated balance sheets. The Company also records a right of return asset, consisting of amounts representing the products the Company expects to receive from customers in returns, which is included in inventory in the consolidated balance sheets, and is typically settled within six months of transfer of control to the customer, or the period over which stock rotation rights are based. Upon lapse of the time period for stock rotations, or the contractual end to price protection and rebate programs, which is approximately one to two years , and when the Company believes unclaimed amounts are no longer subject to payment and will not be paid, any remaining asset or liability is derecognized by an offsetting entry to cost of net revenue and net revenue. For additional disclosures regarding contract liabilities and other obligations to customers, see Note 12 . The Company assesses customer accounts receivable and contract assets for impairment in accordance with ASC 310-10-35. Warranty The Company generally provides a warranty on its products for a period of one to three years . The Company makes estimates of product return rates and expected costs to replace the products under warranty at the time revenue is recognized based on historical warranty experience and any known product warranty issues. If actual return rates and/or replacement costs differ significantly from these estimates, adjustments to recognize additional cost of net revenue may be required in future periods. As of December 31, 2021 and 2020, the Company has warranty reserves of $ 0.8 million and $ 0.7 million, respectively, based on the Company’s estimates. Segment Information The Company operates in one segment as it has developed, marketed and sold primarily only one class of similar products, radio-frequency, high-performance analog and mixed-signal communications system-on-chip solutions for the connected home, wired and wireless infrastructure markets and industrial and multi-market applications. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results and plans for products or components below the consolidated unit level. Accordingly, the Company reports as a single operating segment. Stock-based Compensation The Company measures the cost of employee services received in exchange for equity incentive awards, including restricted stock units and restricted stock awards, employee stock purchase rights and stock options based on the grant date fair value of the award. The Company calculates the fair value of restricted stock units and performance-based restricted stock units based on the fair market value of the Company’s common stock on the grant date. Stock-based compensation expense is then determined based on the number of restricted stock units that are expected to vest; for performance-based restricted stock units, this is the number of units that are expected to vest during the performance period if it is probable that the Company will achieve the performance metrics specified in the underlying award agreement. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options and employee stock purchase rights granted to employees. Stock-based compensation expense is recognized over the period during which the employee is required to provide services in exchange for the award, which is usually the vesting period. The Company recognizes compensation expense over the vesting period using the straight-line method and classifies these amounts in the consolidated statements of operations based on the department to which the related employee reports. 79 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Research and Development Costs incurred in connection with the development of the Company’s technology and future products are charged to research and development expense as incurred. Leases The Company’s leases primarily consist of facility leases which are classified as operating leases. The Company assesses whether an arrangement contains a lease at inception. The Company recognizes a lease liability to make contractual payments under all leases with terms greater than twelve months and a corresponding right-of-use asset, representing its right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate since the implicit rate is unknown. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such an option. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Upon adoption of ASC 842 on January 1, 2019, the carrying value of lease-related restructuring liabilities for certain restructured leases existing at that date, was offset against the related right-of-use assets. Lease expense is recognized on a straight-line basis over the lease term. Upon adoption of ASC 842, the Company elected certain practical expedients and accordingly has (1) carried forward its prior assessments of (a) whether existing contracts on the January 1, 2019 adoption date contain leases, (b) classification of leases as operating or financing and (c) initial direct costs for existing leases and (2) considered hindsight in determining the lease term and assessing impairment of the right-of-use-asset. In addition, the Company used a portfolio approach for its facility leases when making judgments and estimates, such as the discount rate. Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. The Company monitors its long-lived assets for indicators of impairment. As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment of all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group. Derivatives and Hedging Activities The Company records derivatives in the consolidated balance sheets at fair value. Hedge accounting is applied to derivatives designated in a hedging relationship. A derivative designated as a hedge of a forecasted transaction is carried at fair value with the effective portion of a derivative’s gain or loss recorded in other comprehensive income (i.e., a separate component of stockholders’ equity) and subsequently recognized in earnings in the same period or periods the hedged forecasted transaction affects earnings. The ineffective portion of a derivative’s gain or loss is recorded in earnings as it occurs. Changes in certain terms of the hedged transactions, including the selection of interest rate from one-month LIBOR to another rate could cause ineffectiveness in the derivatives and result in reclassification of amounts in accumulated other comprehensive income (loss) into earnings. Pension and Other Defined Benefit Retirement Obligations The costs of pension and certain other defined benefit employee retirement benefits are required to be recognized based upon actuarial valuations. The related net retirement benefit obligation is recognized as the excess of the projected benefit obligation over the fair value of the plan assets. In measuring the retirement benefit obligation, the discount rate, expected long-term rate of return on plan assets, and long-term rate of salary increase are the most significant assumptions. Retirement benefit costs primarily represent the increase in the actuarial present value of the retirement benefit obligation. Income Taxes The Company provides for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are presented net as noncurrent. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that is considered more likely than not that a tax benefit will not be realized. A decision to record a 80 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly. The calculation of tax liabilities involves dealing with uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company continually assesses the need for a valuation allowance on the deferred tax asset by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferred tax asset valuation allowance would be recorded in the income statement for the period that the adjustment is determined to be required. On December 22, 2017, the Tax Cuts and Jobs Act, or the Tax Act, was enacted into U.S. tax law. In 2018, the Company made an accounting policy election to treat Global Intangible Low Taxed Income in accordance with the Tax Act as a period cost. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity (net assets) of a business entity during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive income (loss) includes certain changes in equity that are excluded from net income (loss), net of tax, such as foreign currency translation gains and losses and change in fair value of projected benefit obligation for defined benefit plans. Litigation and Settlement Costs Legal costs are expensed as incurred. The Company is involved in disputes, litigation and other legal actions in the ordinary course of business. The Company continually evaluates uncertainties associated with litigation and records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the loss or range of loss can be reasonably estimated. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes , to remove certain exceptions related to the approach for intraperiod tax allocation, recognition of deferred tax liabilities for outside basis differences and requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The amendments in this update are effective for the Company beginning with fiscal year 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The adoption of the amendments in this update did not have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ended December 31, 2021. In October 2020, the FASB issued ASU No. 2020-10 Codification Improvements , to make incremental improvements to GAAP and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information in the financial statements extends to the corresponding disclosures section. The amendments in this update are effective for the Company beginning with fiscal year 2021. The amendments in this update should be applied retrospectively and at the beginning of the period that includes the adoption date. The adoption of the amendments in this update did not have a material impact on the Company’s financial disclosures as of and for the year ended December 31, 2021. 81 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , to provide specific guidance to eliminate diversity in practice on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts from customers in a business combination consistent with revenue contracts with customers not acquired in an acquisition. The amendments in this update provide that the acquirer should consider the terms of the acquired contracts, such as timing of payment, identify each performance obligation in the contracts, and allocate the total transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception (that is, the date the acquiree entered into the contracts) or contract modification to determine what should be recorded at the acquisition date. These amendments are effective for the Company beginning with fiscal year 2023. The impact of the adoption of the amendments in this update will depend on the magnitude of any customer contracts assumed in a business combination in 2023 and beyond. 2. Net Income (Loss) Per Share Basic earnings per share, or EPS, is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted EPS is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and the weighted-average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, common stock options, restricted stock units and restricted stock awards are considered to be common stock equivalents and are only included in the calculation of diluted EPS when their effect is dilutive. In periods in which the Company has a net loss, dilutive common stock equivalents are excluded from the calculation of diluted EPS. The table below presents the computation of basic and diluted EPS: Year Ended December 31, 2021 2020 2019 (in thousands, except per share amounts) Numerator: Net income (loss) $ 41,969 $ ( 98,593 ) $ ( 19,898 ) Denominator: Weighted average common shares outstanding—basic 76,037 73,133 71,005 Dilutive common stock equivalents 3,642 — — Weighted average common shares outstanding—diluted 79,679 73,133 71,005 Net income (loss) per share: Basic $ 0.55 $ ( 1.35 ) $ ( 0.28 ) Diluted $ 0.53 $ ( 1.35 ) $ ( 0.28 ) For each of the years ended December 31, 2021, 2020, and 2019, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 0.07 million for 2021, 3.2 million for 2020 periods, and 2.5 million for 2019 from the calculation of diluted net income (loss) per share due to their anti-dilutive nature. 82 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. Business Combinations Acquisition of the Wi-Fi and Broadband assets business On July 31, 2020, the Company and certain of its designated subsidiaries completed their acquisition of the Home Gateway Platform Division, which the Company refers to as the Wi-Fi and Broadband assets business, pursuant to an Asset Purchase Agreement with Intel Corporation, or Intel, dated April 5, 2020 (the “Asset Purchase Agreement”), and related agreements. The Company paid cash consideration of $ 150.0 million for the purchase of certain assets of the Wi-Fi and Broadband assets business, and assumed certain liabilities related to specified employment matters. The transaction was funded with a portion of the net proceeds from a secured incremental term loan with an aggregate principal amount of $ 175.0 million (Note 8). The acquired assets and assumed liabilities, together with the employees who joined the Company and its subsidiaries as a result of the transaction, represent a business as defined in ASC 805, Business Combinations . The Company has integrated the acquired assets and rehired employees into the Company’s existing business and has completed its purchase price allocation accounting associated with this acquisition. Acquisition of NanoSemi, Inc. On September 9, 2020, the Company completed its acquisition of NanoSemi, Inc. or NanoSemi, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) with NanoSemi, dated September 9, 2020. The initial closing transaction consideration consisted of $ 10.0 million in cash and 804,163 shares of MaxLinear’s common stock. In addition, in the year ended December 31, 2021, the NanoSemi stockholders received $ 35.0 million in cash payments that were deferred as of the acquisition date, and certain NanoSemi stockholders may also receive up to an additional $ 35.0 million in potential contingent consideration, subject to the acquired business’s satisfying certain financial objectives from July 1, 2020 through December 31, 2022. The stock consideration was issued in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. In connection with the acquisition, MaxLinear agreed to provide the NanoSemi stockholders with certain registration rights with respect to the shares of MaxLinear common stock they received in the acquisition. The Company has integrated NanoSemi into the Company's existing business and has completed its purchase price allocation accounting associated with this acquisition. Acquisition of Company X On December 8, 2021, the Company completed its acquisition of a business, or Company X, pursuant to a Purchase and Sale Agreement (the “Purchase Agreement”). The initial closing transaction consideration consisted of $ 5.0 million in cash. In addition, their stockholders may receive up to an additional $ 3.0 million in potential contingent consideration, subject to the acquired business satisfying certain financial and personnel objectives by March 31, 2023. Company X is headquartered in Chennai, India and operates as a WiFi solutions and service provider. Acquisition Consideration The following table summarizes the fair value of purchase price consideration to acquire Company X (in thousands): Description Amount Fair value of purchase consideration: Cash $ 5,000 Contingent consideration (1) 2,700 Total purchase price 7,700 _________________ (1) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 3.0 million in payments subject to the acquired business’s satisfying certain financial and personnel objectives by March 31, 2023 under the Purchase Agreement. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration. Preliminary Purchase Price Allocation A preliminary allocation of purchase price as of the December 8, 2021 acquisition closing date based upon an estimate of 83 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition primarily includes $ 4.4 million in identifiable intangible assets, and $ 0.5 million in net operating liabilities, with $ 3.8 million in goodwill: The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands): Category Estimated Life in Years Fair Value Finite-lived intangible assets: Licensed technology 3 $ 4,400 Total identifiable intangible assets acquired $ 4,400 Assumptions in the Allocations of Purchase Price Management prepared the purchase price allocations for the Wi-Fi and Broadband assets business, NanoSemi, and Company X, and in doing so considered or relied in part upon reports of a third party valuation expert to calculate the fair value of certain acquired assets, which primarily included identifiable intangible assets, inventory, and property and equipment for the Wi-Fi and Broadband assets business and NanoSemi, and identifiable intangible assets for Company X, the portions of the purchase consideration for NanoSemi that were initially deferred and were subsequently paid to NanoSemi stockholders in the year ended December 31, 2021, as described above, and contingent consideration for NanoSemi and Company X. Certain stockholders that are employees of NanoSemi and Company X were not required to remain employed in order to receive the deferred payments and contingent consideration; accordingly, the fair value of the deferred payments and contingent consideration were accounted for as a portion of the purchase consideration. Estimates of fair value require management to make significant estimates and assumptions. The goodwill recognized is attributable primarily to the acquired workforce, expected synergies, and other benefits that MaxLinear believes will result from integrating the operations of the Wi-Fi and Broadband assets business, NanoSemi, and Company X with the operations of MaxLinear. Certain liabilities included in the purchase price allocations are based on management’s best estimates of the amounts to be paid or settled and based on information available at the time the purchase price allocations were prepared. There have been no adjustments between the preliminary purchase price allocations reflected as of December 31, 2020 for the Wi-Fi and Broadband assets business and NanoSemi, and the final purchase price allocations reflected as of December 31, 2021. The fair value of the identified intangible assets acquired from the Wi-Fi and Broadband assets business, NanoSemi and Company X was estimated using an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. Indications of value are developed by discounting future net cash flows to their present value at market-based rates of return. More specifically, the fair value of the developed and licensed technology, IPR&D and backlog assets was determined using the multi-period excess earnings method, or MPEEM. MPEEM is an income approach to fair value measurement attributable to a specific intangible asset being valued from the asset grouping’s overall cash-flow stream. MPEEM isolates the expected future discounted cash-flow stream to its net present value. Significant factors considered in the calculation of the developed technology and IPR&D intangible assets were the risks inherent in the development process, including the likelihood of achieving technological success and market acceptance. Each project was analyzed to determine the unique technological innovations, the existence and reliance on core technology, the existence of any alternative future use or current technological feasibility and the complexity, cost, and time to complete the remaining development. Future cash flows for each project were estimated based on forecasted revenue and costs, taking into account the expected product life cycles, market penetration, and growth rates. Developed technology began amortization immediately upon the closing of the transaction and IPR&D will begin amortization upon the completion of each project. If any of the projects are abandoned, the Company will be required to impair the related IPR&D asset. In connection with the acquisition of the Wi-Fi and Broadband assets business, the Company has assumed liabilities which primarily consist of accrued employee compensation and benefits in jurisdictions where such transfer is required either by law or by work council agreement. In connection with the acquisition of NanoSemi and Company X, the Company assumed certain operating liabilities. The liabilities assumed in these acquisitions are included in the respective purchase price allocations above. Goodwill recorded in connection with the Wi-Fi and Broadband assets business, NanoSemi and Company X was $ 23.4 million, $ 41.1 million, and $ 3.8 million respectively. The Company does not expect to deduct any of the acquired goodwill for tax purposes. 84 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. Restructuring Activity From time to time, the Company approves and implements restructuring plans as a result of internal resource alignment and cost saving measures. Such restructuring plans include terminating employees, vacating certain leased facilities, and cancellation of contracts. The following table presents the activity related to the restructuring plans, which is included in restructuring charges in the consolidated statements of operations: Year Ended December 31, 2021 2020 2019 (in thousands) Employee separation expenses $ 1,273 $ 1,620 $ 1,150 Lease related charges 608 1,998 1,301 Other 323 215 185 $ 2,204 $ 3,833 $ 2,636 Lease related charges for the year ended December 31, 2021 included the impairment of leased right-of-use assets and leasehold improvements of $ 0.4 million and $ 0.2 million, respectively. Lease related charges for the year ended December 31, 2020 included the impairment of leased right-of-use assets of $ 1.5 million related to a reduction in expected cash inflows from subleases. Lease related and other charges for the year ended December 31, 2019 primarily related to exiting certain redundant facilities. The following table presents a roll-forward of the Company’s restructuring liability for the year ended December 31, 2021 and 2020. The restructuring liability is included in accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets. Employee Separation Expenses Lease Related Charges Other Total (in thousands) Liability as of December 31, 2019 $ — $ 818 $ 19 $ 837 Restructuring charges 1,620 1,998 215 3,833 Cash payments ( 2,165 ) ( 322 ) ( 36 ) ( 2,523 ) Reimbursement due from Intel (Note 6) 4,415 — — 4,415 Non-cash charges and adjustments ( 596 ) ( 1,774 ) ( 195 ) ( 2,565 ) Liability as of December 31, 2020 $ 3,274 $ 720 $ 3 $ 3,997 Restructuring charges 1,273 608 323 2,204 Cash payments ( 1,833 ) ( 329 ) ( 25 ) ( 2,187 ) Reimbursement from Intel ( 2,711 ) ( 2,711 ) Non-cash charges and adjustments ( 3 ) ( 555 ) ( 301 ) ( 859 ) Liability as of December 31, 2021 — 444 — 444 Less: current portion as of December 31, 2021 — ( 320 ) — ( 320 ) Long-term portion as of December 31, 2021 $ — $ 124 $ — $ 124 As of December 31, 2021, the remaining lease related charges primarily consist of common area maintenance obligations. The Company does not expect to incur additional material costs related to current restructuring plans. 85 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Goodwill and Intangible Assets Goodwill Goodwill arises from the acquisition method of accounting for business combinations and represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations and the Company’s estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date). The following table presents the changes in the carrying amount of goodwill for the periods indicated: Years Ended December 31, 2021 2020 (in thousands) Beginning balance $ 302,828 $ 238,330 Acquisitions (Note 3) 3,840 64,498 Ending balance $ 306,668 $ 302,828 The Company performs an annual goodwill impairment assessment on October 31st each year, using a quantitative assessment comparing the fair value of each reporting unit, which the Company has determined to be the entity itself, with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded. As a result of the Company's impairment assessment, no goodwill impairment was recognized as of October 31, 2021. In addition to its annual review, the Company performs a test of impairment when indicators of impairment are present. During the years ended December 31, 2021, 2020, and 2019, there were no indications of impairment of the Company’s goodwill balances. Acquired Intangibles Finite-lived Intangible Assets The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which are amortized over their estimated useful lives: December 31, 2021 December 31, 2020 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Value Accumulated Amortization Net Carrying Amount (in thousands) Licensed technology 6.0 $ 16,850 $ ( 2,218 ) $ 14,632 $ 4,869 $ ( 2,006 ) $ 2,863 Developed technology 7.0 308,661 ( 189,244 ) 119,417 304,061 ( 146,252 ) 157,809 Trademarks and trade names 6.2 14,800 ( 11,221 ) 3,579 14,800 ( 8,818 ) 5,982 Customer relationships 5.0 128,800 ( 116,847 ) 11,953 128,800 ( 96,047 ) 32,753 Non-compete covenants — — — — 1,100 ( 1,100 ) — Backlog 2.4 1,300 ( 941 ) 359 1,300 ( 641 ) 659 6.2 $ 470,411 $ ( 320,471 ) $ 149,940 $ 454,930 $ ( 254,864 ) $ 200,066 86 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth amortization expense associated with finite-lived intangible assets, which is included in the consolidated statements of operations as follows: Years Ended December 31, 2021 2020 2019 (in thousands) Cost of net revenue $ 43,078 $ 37,784 $ 33,932 Research and development 4 5 48 Selling, general and administrative 23,625 23,529 23,035 $ 66,707 $ 61,318 $ 57,015 Amortization of finite-lived intangible assets in cost of net revenue in the consolidated statements of operations results primarily from acquired developed technology. The following table sets forth the activity related to finite-lived intangible assets: Year Ended December 31, 2021 2020 (in thousands) Beginning balance $ 200,066 $ 187,971 Acquisitions (Note 3) 4,400 70,700 Additions 7,581 2,799 Amortization ( 66,707 ) ( 61,318 ) Impairment losses — ( 86 ) Ending balance $ 149,940 $ 200,066 The Company regularly reviews the carrying amount of its long-lived assets subject to depreciation and amortization, as well as the related useful lives, to determine whether indicators of impairment may exist that warrant adjustments to carrying values or estimated useful lives. An impairment loss is recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset. Should impairment exist, the impairment loss is measured based on the excess of the carrying amount of the asset over the asset’s fair value. During the years ended December 31, 2021 and 2019, no impairment losses related to finite-lived intangible assets were recognized. During the year ended December 31, 2020, the Company recognized impairment losses related to finite-lived intangible assets of $ 0.1 million, which was attributable to certain purchased licensed technology. The following table presents future amortization of the Company’s finite-lived intangible assets at December 31, 2021: Amount (in thousands) 2022 $ 51,471 2023 39,677 2024 24,100 2025 12,658 2026 11,547 Thereafter 10,487 Total $ 149,940 87 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Indefinite-lived Intangible Assets Indefinite-lived intangible assets consist entirely of acquired in-process research and development technology, or IPR&D. The following table sets forth the Company’s activities related to indefinite-lived intangible assets: Years Ended December 31, 2021 2020 (in thousands) Beginning balance $ 7,200 $ — Acquisitions (Note 3) — 7,200 Transfers to developed technology from IPR&D ( 4,600 ) — Ending balance $ 2,600 $ 7,200 The Company performs its annual assessment of indefinite-lived intangible assets on October 31st each year or more frequently if events or changes in circumstances indicate that the asset might be impaired utilizing a qualitative test as a precursor to the quantitative test comparing the fair value of the assets with their carrying amount. Based on the qualitative test, if it is more likely than not that indicators of impairment exists, the Company proceeds to perform a quantitative analysis. Based on the Company’s assessment as of October 31, 2021, no indicators of impairment were identified. During the years ended December 31, 2021, 2020, and 2019, no indicators of impairment were identified and, as a result, no IPR&D impairment losses were recorded. 6. Financial Instruments The composition of financial instruments were as follows: December 31, 2021 December 31, 2020 (in thousands) Liabilities Contingent consideration (Note 3) $ 2,700 $ — The fair values of the Company’s financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants and is recorded using a hierarchical disclosure framework based upon the level of subjectivity of the inputs used in measuring assets and liabilities. The levels are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The contingent consideration liability is associated with the Company’s acquisition of Company X (Note 3) and is classified as a Level 3 financial instrument that is subject to the acquired business’s satisfaction of certain financial and personnel objectives by March 31, 2023, under the Purchase Agreement. The fair value of the contingent consideration is based on (1) applying the Monte Carlo simulation method, with underlying forecast mathematics based on Geometric Brownian motion in a risk-neutral framework, to forecast achievement of the acquired business’ financial objectives under various possible contingent consideration events and (2) a probability based methodology using management's inputs and assumptions to forecast achievement of the acquired business’ personnel objectives which combined may result in up to $ 3.0 million in total payments to the acquired business. Key inputs in the valuation include forecasted revenue, revenue volatility, discount rate and discount term as it relates to the financial objectives and probability of achievement, discount term and discount rate as it relates to the personnel objectives. The following are the financial instruments that are measured on a recurring basis. The contingent consideration liability, a Level 3 financial instrument, was $ 2.7 million as of December 31, 2021. 88 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes activity for the contingent consideration: Fair Value at December 31, 2021 2020 (in thousands) Contingent consideration Beginning balance $ — $ — Acquisitions (Note 3) 2,700 — Payments — — Gain (loss) recognized in earnings — — Ending balance $ 2,700 $ — Net loss for the period included in earnings attributable to contingent consideration held at the end of the period $ — $ — Interest rate swap Beginning balance $ — $ ( 37 ) Unrealized gain (loss) recognized in other comprehensive income (loss) — 122 Gain recognized in earnings — ( 85 ) Ending balance $ — $ — There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments in the years ended December 31, 2021 and 2020. Financial Instruments Not Recorded at Fair Value on a Recurring Basis Some of the Company’s financial instruments are recorded at amounts that approximate fair value due to their liquid or short-term nature or by election on investments in privately-held entities (Note 7). Such financial assets and financial liabilities include: cash and cash equivalents, restricted cash, net receivables, investments in privately-held entities, certain other assets, accounts payable, accrued price protection liability, accrued expenses, accrued compensation costs, and other current liabilities. The Company’s long-term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes (Note 8). 7. Balance Sheet Details Cash, cash equivalents and restricted cash consist of the following: December 31, 2021 December 31, 2020 (in thousands) Cash and cash equivalents $ 130,572 $ 148,901 Short-term restricted cash 105 115 Long-term restricted cash 1,061 1,018 Total cash, cash equivalents and restricted cash $ 131,738 $ 150,034 As of December 31, 2021 and December 31, 2020, cash and cash equivalents included money market funds of approximately $ 20.4 million. As of December 31, 2021 and December 31, 2020, the Company has restricted cash of approximately $ 1.2 million and $ 1.1 million, respectively. The cash is restricted in connection with guarantees for certain import duties and office leases. 89 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Inventory consists of the following: December 31, 2021 December 31, 2020 (in thousands) Work-in-process $ 72,369 $ 35,852 Finished goods 59,334 61,987 $ 131,703 $ 97,839 Prepaid and other current assets consist of the following: December 31, 2021 December 31, 2020 (in thousands) Prepaid expenses $ 12,194 $ 7,674 Other receivables — 32,762 Other current assets 9,806 6,985 $ 22,000 $ 47,421 As of December 31, 2020, other receivables of $ 32.8 million consisted of amounts due from Intel of $ 28.4 million for amounts collected on the Company’s behalf from customers on sales of the Company’s products under the transition services agreement and of $ 4.4 million for reimbursement of certain severance-related costs pursuant to the Asset Purchase Agreement (Note 3). Property and equipment, net consists of the following: Useful Life (in Years) December 31, 2021 December 31, 2020 (in thousands) Furniture and fixtures 5 $ 3,917 $ 2,524 Machinery and equipment 3 - 5 65,004 55,456 Masks and production equipment 2 - 5 32,099 19,205 Software 3 8,763 7,194 Leasehold improvements 1 - 5 30,889 16,871 Construction in progress N/A 4,647 8,050 145,319 109,300 Less: accumulated depreciation and amortization ( 84,395 ) ( 69,830 ) $ 60,924 $ 39,470 Depreciation expense for the years ended December 31, 2021, 2020, and 2019 was $ 17.7 million, $ 11.3 million and $ 7.3 million, respectively. 90 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Included in other long-term assets is an investment in a privately held entity of $ 5.0 million as of December 31, 2021. The Company does not have the ability to exercise significant influence or control over such entity and has accounted for the investment as a financial instrument. Given that there is not a readily determinable fair value, the Company is electing to measure such investment at cost, less any impairment, and adjust the carrying value to fair value if any observable price changes for similar investments in the same entity are identified. Accrued price protection liability consists of the following activity: Year Ended December 31, 2021 2020 (in thousands) Beginning balance $ 47,766 $ 12,557 Charged as a reduction of revenue 81,116 48,942 Reversal of unclaimed rebates — ( 159 ) Payments ( 88,373 ) ( 13,574 ) Ending balance $ 40,509 $ 47,766 Accrued expenses and other current liabilities consist of the following: December 31, 2021 December 31, 2020 (in thousands) Deferred purchase price payments $ — $ 34,484 Payables under transition services agreement — 17,420 Accrued technology license payments 7,337 5,821 Accrued professional fees 3,651 2,620 Accrued engineering and production costs 2,934 3,448 Accrued restructuring 320 3,628 Accrued royalty 2,080 1,965 Short-term lease liabilities 8,888 8,144 Accrued customer credits 5,136 1,135 Income tax liability 7,105 1,193 Customer contract liabilities 1,044 29 Accrued obligations to customers for price adjustments 6,721 10,277 Accrued obligations to customers for stock rotation rights 2,847 2,036 Other 9,205 13,642 $ 57,268 $ 105,842 As of December 31, 2020, payables under transition services agreement of $ 17.4 million consisted of amounts due to Intel of approximately $ 9.1 million for purchases of inventory and $ 8.3 million for other operating expenses incurred under the transition services agreement. 91 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the change in balances of accumulated other comprehensive income (loss) by component: Cumulative Translation Adjustments Interest Rate Hedge Pension and Other Defined Benefit Plan Obligation Total (in thousands) Balance at December 31, 2019 $ ( 747 ) $ ( 140 ) $ — $ ( 887 ) Other comprehensive income (loss) before reclassifications, net of tax 1,010 225 1,172 2,407 Amounts reclassified, net of tax — ( 85 ) — ( 85 ) Net current period other comprehensive income (loss) 1,010 140 1,172 2,322 Balance at December 31, 2020 263 — 1,172 1,435 Other comprehensive income (loss) before reclassifications, net of tax ( 242 ) — 932 690 Balance at December 31, 2021 $ 21 $ — $ 2,104 $ 2,125 8. Debt and Interest Rate Swap Debt The carrying amount of the Company’s long-term debt consists of the following: December 31, 2021 December 31, 2020 (in thousands) Principal balance: Initial term loan under June 23, 2021 credit agreement $ 310,000 $ — Initial term loan under May 12, 2017 credit agreement — 212,000 Incremental term loan under May 12, 2017 credit agreement, as amended — 157,812 Total principal balance 310,000 369,812 Less: Unamortized debt discount ( 816 ) ( 1,767 ) Unamortized debt issuance costs ( 3,031 ) ( 4,453 ) Net carrying amount of long-term debt 306,153 363,592 Less: current portion of long-term debt — — Long-term debt, non-current portion $ 306,153 $ 363,592 As of December 31, 2021 and December 31, 2020, the weighted average effective interest rate on aggregate debt was approximately 3.2 % and 4.4 %, respectively. During the years ended December 31, 2021, 2020 and 2019, the Company recognized total amortization of debt discount and debt issuance costs of $ 1.3 million, $ 1.5 million, and $ 1.2 million, respectively, to interest expense. The approximate aggregate fair value of the term loans outstanding as of December 31, 2021 and December 31, 2020 was $ 311.0 million and $ 376.1 million, respectively, which was estimated on the basis of inputs that are observable in the market and which is considered a Level 2 measurement method in the fair value hierarchy. As of December 31, 2021, the outstanding principal balance of $ 310.0 million is due in full on June 23, 2028 upon maturity of the loan. 92 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Initial Term Loan and Revolving Facility under June 23, 2021 Credit Agreement On June 23, 2021, the Company entered into a Credit Agreement (the “June 23, 2021 Credit Agreement”), by and among the Company, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent, that provides for a senior secured term B loan facility, or the “Initial Term Loan under the June 23, 2021 Credit Agreement,” in an aggregate principal amount of $ 350.0 million and a senior secured revolving credit facility, or the “Revolving Facility,” in an aggregate principal amount of up to $ 100.0 million. The proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement were used (i) to repay in full all outstanding indebtedness under that certain Credit Agreement dated May 12, 2017, by and among the Company, MUFG Bank Ltd., as administrative agent and MUFG Union Bank, N.A., as collateral agent and the lenders from time to time party thereto (as amended by Amendment No. 1, dated July 31, 2020 and as further amended, amended and restated, waived, supplemented or otherwise modified from time to time, the “May 12, 2017 Credit Agreement”) and (ii) to pay fees and expenses incurred in connection therewith. The remaining proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement are available for general corporate purposes and the proceeds of the Revolving Facility may be used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries. As of December 31, 2021, the Revolving Facility was undrawn. The June 23, 2021 Credit Agreement permits the Company to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to the greater of (x) $ 175.0 million and (y) 100 % of consolidated EBITDA, plus the amount of certain voluntary prepayments, plus an unlimited amount that is subject to pro forma compliance with certain first lien net leverage ratio, secured net leverage ratio and total net leverage ratio tests. Incremental loans are subject to certain additional conditions, including obtaining additional commitments from the lenders then party to the June 23, 2021 Credit Agreement or new lenders. Under the June 23, 2021 Credit Agreement, the Initial Term Loan bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50 %, (y) the prime rate then in effect and (z) an adjusted LIBOR rate determined on the basis of a one-month interest period plus 1.00 %, in each case, plus an applicable margin of 1.25 % or (ii) an adjusted LIBOR rate, subject to a floor of 0.50 %, plus an applicable margin of 2.25 %. Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00 %, or (ii) an adjusted LIBOR rate (as calculated above) plus an applicable margin of 1.00 %. Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility will range from 0.00 % to 0.75 % in the case of base rate loans and 1.00 % to 1.75 % in the case of LIBOR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. The Company is required to pay commitment fees ranging from 0.175 % to 0.25 % per annum on the daily undrawn commitments under the Revolving Facility, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement will amortize in equal quarterly installments equal to 0.25 % of the original principal amount of the Initial Term Loan under the June 23, 2021 Credit Agreement, with the balance payable on the maturity date. The June 23, 2021 Credit Agreement contains customary provisions specifying alternative interest rate calculations to be employed at such time as LIBOR ceases to be available as a benchmark for establishing the interest rate on floating interest rate borrowings. The Company is required to make mandatory prepayments of the outstanding principal amount of term loans under the June 23, 2021 Credit Agreement with the net cash proceeds from the disposition of certain assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness. The Company has the right to prepay its term loans under the June 23, 2021 Credit Agreement, in whole or in part, at any time without premium or penalty, subject to certain limitations and a 1.0 % soft call premium applicable during the first six months following the closing date of the June 23, 2021 Credit Agreement. The Initial Term Loan under the June 23, 2021 Credit Agreement will mature on June 23, 2028, at which time all outstanding principal and accrued and unpaid interest on the Initial Term Loan under the June 23, 2021 Credit Agreement must be repaid. The Revolving Facility will mature on June 23, 2026, at which time all outstanding principal and accrued and unpaid interest under the Revolving Facility must be repaid. The Company is also obligated to pay fees customary for a credit facility of this size and type. The Company’s obligations under the June 23, 2021 Credit Agreement are required to be guaranteed by certain of its domestic subsidiaries meeting materiality thresholds set forth in the June 23, 2021 Credit Agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the subsidiary guarantors pursuant to a Security Agreement, dated as of June 23, 2021, by and among the Company, the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent. The June 23, 2021 Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its restricted subsidiaries to, among other things, incur debt, grant liens, undergo certain 93 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS fundamental changes, make investments, make certain restricted payments, and sell assets, in each case, subject to limitations and exceptions set forth in the June 23, 2021 Credit Agreement. The Revolving Facility also prohibits the Company from having a secured net leverage ratio in excess of 3.50 :1.00 (subject to a temporary increase to 3.75 :1.00 following the consummation of certain material permitted acquisitions) as of the last day of any fiscal quarter of the Company (commencing with the fiscal quarter ending September 30, 2021) if the aggregate borrowings under the Revolving Facility exceed 1 % of the aggregate commitments thereunder (subject to certain exceptions set forth in the June 23, 2021 Credit Agreement) as of such date. As of December 31, 2021, the Company was in compliance with such covenants. The June 23, 2021 Credit Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other indebtedness, covenant defaults, change in control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require immediate payment of all obligations under the June 23, 2021 Credit Agreement and may exercise certain other rights and remedies provided for under the June 23, 2021 Credit Agreement , the other loan documents and applicable law. The debt is carried at its principal amount, net of unamortized debt discount and issuance costs, and is not adjusted to fair value each period. The issuance date fair value of the liability component of the debt in the amount of $ 350.2 million was determined using a discounted cash flow analysis, in which the projected interest and principal payments were discounted back to the issuance date of the term loan at a market interest rate for nonconvertible debt of 3.4 %, which represents a Level 2 fair value measurement. The debt discount of $ 0.9 million and debt issuance costs of $ 2.9 million associated with the Initial Term Loan under the June 23, 2021 Credit Agreement are being amortized to interest expense using the effective interest method over its seven-year term. Debt issuance costs of $ 0.4 million associated with the Revolving Facility are being amortized to interest expense over its five-year term. Initial Term Loan under May 12, 2017 Credit Agreement On May 12, 2017, the Company entered into the May 12, 2017 Credit Agreement in connection with the acquisition of Exar Corporation. The May 12, 2017 Credit Agreement provided for an initial secured term B loan facility, or the “Initial Term Loan under the May 12, 2017 Credit Agreement,” in an aggregate principal amount of $ 425.0 million. The May 12, 2017 Credit Agreement permitted the Company to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to $ 160.0 million, plus the amount of certain voluntary prepayments, plus an unlimited amount that is subject to pro forma compliance with certain secured leverage ratio and total leverage ratio tests. Incremental loans were subject to certain additional conditions, including obtaining additional commitments from the lenders then party to the credit agreement or new lenders. Loans under the May 12, 2017 Credit Agreement bore interest, at the Company’s option, at a rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50 %, (y) the prime rate then in effect and (z) an adjusted LIBOR rate determined on the basis of a one - three - or six-month interest period, plus 1.0 % or (ii) an adjusted LIBOR rate, subject to a floor of 0.75 %, in each case, plus an applicable margin of 2.50 % in the case of LIBOR rate loans and 1.50 % in the case of base rate loans. Commencing on September 30, 2017, the Initial Term Loan under the May 12, 2017 Credit Agreement amortized in equal quarterly installments equal to 0.25 % of the original principal amount of the Initial Term Loan under the May 12, 2017 Credit Agreement, with the balance payable on the maturity date. The Initial Term Loan under the May 12, 2017 Credit Agreement had a term of seven years and was scheduled to mature on May 12, 2024, at which time all outstanding principal and accrued and unpaid interest on the Initial Term Loan under the May 12, 2017 Credit Agreement was due. The Company was required to make mandatory prepayments of the outstanding principal amount of term loans under the May 12, 2017 Credit Agreement with the net cash proceeds from the disposition of certain assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness. The Company had the right to prepay its term loans under the May 12, 2017 Credit Agreement, in whole or in part, at any time without premium or penalty, subject to certain limitations and a 1.0 % soft call premium applicable during the first six months of the loan term. On June 23, 2021, the Company exercised its right to prepay the Initial Term Loan under the May 12, 2017 Credit Agreement and repaid the outstanding principal amount of the Initial Term Loan under the May 12, 2017 Credit Agreement, plus accrued and unpaid interest in full with the proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement. Incremental Term Loan under May 12, 2017 Credit Agreement, As Amended In connection with the acquisition of the Wi-Fi and Broadband assets business, on July 31, 2020, the Company entered into an incremental term loan agreement with certain lenders that amended the May 12, 2017 Credit Agreement and provided for a secured incremental term loan facility in an aggregate principal amount of $ 350.0 million (the “Incremental Term Loan”). 94 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Incremental Term Loan bore interest, at the Company’s option, at an Adjusted LIBOR plus a fixed applicable margin of 4.25 % per annum or an Adjusted Base Rate plus a fixed applicable margin of 3.25 % per annum. Commencing on July 31, 2020, the Incremental Term Loan amortized in quarterly installments of principal equal to (i) 1.25 % of the original aggregate principal amount of the Incremental Term Loan on the last day of each of the first through fourth full fiscal quarters of the Company after July 31, 2020, (ii) 2.50 % of the original aggregate principal amount of the Incremental Term Loan on the last day of each of the fifth through eighth full fiscal quarters of the Company after July 31, 2020, and (iii) 3.75 % of the original aggregate principal amount of the Incremental Term Loan on the last day of each of the ninth through the eleventh full fiscal quarters of the Company after July 31, 2020. The Incremental Term Loan had a term of three years and was scheduled to mature on July 31, 2023, at which time all outstanding principal and accrued and unpaid interest on the Incremental Term Loan was due. On June 23, 2021, the Company exercised its right to prepay the Incremental Term Loan and repaid the outstanding principal amount of the Incremental Term Loan, plus accrued and unpaid interest in full with the proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement. In connection with the settlement of the indebtedness under the May 12, 2017 Credit Agreement, in the year ended December 31, 2021, the Company recognized an aggregate loss on debt extinguishment of $ 5.2 million consisting of unamortized debt issuance costs and discounts. Interest Rate Swap In November 2017, the Company entered into a fixed-for-floating interest rate swap with an amortizing notional amount to swap a substantial portion of variable rate LIBOR interest payments under its initial term loan for fixed interest payments bearing an interest rate of 1.74685 % through the expiration of the swap in October 2020. The Company’s then outstanding initial term loan was still subject to a 2.5 % fixed applicable margin during the term of the loan. The interest rate swap was designated as a cash flow hedge of a portion of floating rate interest payments on the initial term loan and effectively fixed the interest rate on a substantial portion of the Company’s then outstanding long-term debt at approximately 4.25 % until the expiration of the swap in October 2020. Accordingly, the Company applied cash flow hedge accounting to the interest rate swap and it was recorded at fair value as an asset or liability and the effective portion of changes in the fair value of the interest rate swap, as measured quarterly, were reported in other comprehensive income (loss) until expiration of the swap. The change in fair value related to the interest rate swap asset included in other comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019 was a $ 0.0 million increase, a $ 0.1 million increase, and a $ 1.7 million decrease in fair value, respectively. Upon expiration of the interest rate swap, a total $ 0.1 million of unrealized gain was recorded in interest income and included in gain/loss on foreign currency and other in the statement of cash flows at December 31, 2020. 9. Stock-Based Compensation Common Stock Each share of common stock is entitled to one vote per share and holders of the common stock vote as a single class of stock on any matter that is submitted to a vote of stockholders. Employee Stock-Based Compensation Plans At December 31, 2021, the Company had stock-based compensation awards outstanding under the following plans: the 2010 Equity Incentive Plan, as amended, or 2010 Plan, and the 2010 Employee Stock Purchase Plan, or ESPP. 2010 Equity Incentive Plan The 2010 Plan, as amended, provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance-based stock awards, and other forms of equity compensation, or collectively, stock awards. The number of shares of common stock reserved for issuance will automatically increase on the first day of each fiscal year, equal to the lesser of: 2,583,311 shares of the Company’s common stock; four percent ( 4 %) of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year; or such lesser amount as the Company’s board of directors may determine. Options granted will generally vest over a period of four years and the term can be from seven to ten years . The 2010 plan, as amended, contains a clawback policy, which requires the Company's executive officers to repay to MaxLinear certain incentive compensation if (i) the Company restates its financial statements as a result of a material error or due to material non-compliance with reporting requirements under applicable law; (ii) no more than three (3) years have 95 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS elapsed since the original filing date of the financial statements; and (iii) an independent committee of the board’s compensation committee determines, in its sole discretion, that the misreporting event occurred due to fraud or intentional misconduct within MaxLinear and, following consideration of such factors as the committee may deem reasonable and appropriate, including the extent to which an executive officer knew or should have known of the factors resulting in the misreporting, that the executive officer should repay any “recoverable compensation.” Recoverable compensation is defined in the clawback policy but generally includes any cash or equity compensation paid to executive officers under the Company's Executive Incentive Bonus Plan or 2010 Equity Incentive Plan, as amended, to the extent the amount actually paid by MaxLinear exceeds the amount that would have been paid if the financial misreporting event had not occurred. To date, there has been no repayment of compensation from executive officers pursuant to such clawback policy. As of December 31, 2021, the number of shares of common stock available for future issuance under the 2010 Plan was 15,116,743 shares. 2010 Employee Stock Purchase Plan The ESPP authorizes the issuance of shares of the Company’s common stock pursuant to purchase rights granted to the Company’s employees. The number of shares of the Company’s common stock reserved for issuance will automatically increase on the first day of each fiscal year, equal to the least of: 968,741 shares of the Company’s common stock; one and a quarter percent ( 1.25 %) of the outstanding shares of the Company’s common stock on the first day of the fiscal year; or such lesser amount as may be determined by the Company’s board of directors or a committee appointed by the Company’s board of directors to administer the ESPP. The ESPP is implemented through a series of offerings of purchase rights to eligible employees. Under the ESPP, the Company may specify offerings with a duration of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of the Company’s common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. Generally, all eligible employees, including executive officers, employed by the Company may participate in the ESPP and may contribute up to 15 % of their earnings for the purchase of the Company’s common stock under the ESPP. Unless otherwise determined by the Company’s board of directors, common stock will be purchased for accounts of employees participating in the ESPP at a price per share equal to the lower of (a) 85 % of the fair market value of a share of the Company’s common stock on the first date of an offering or (b) 85 % of the fair market value of a share of the Company’s common stock on the date of purchase. As of December 31, 2021, the number of shares of common stock available for future issuance under the ESPP was 4,101,642 shares. Employee Incentive Bonus The Company’s Executive Incentive Bonus Plan permits the settlement of awards under the plan in any combination of cash or shares of its common stock. The Company settles a majority of bonus awards for its employees, including executives, in shares of common stock under the 2010 Equity Incentive Plan. When bonus awards are settled in common stock issued under the 2010 Equity Incentive Plan, the number of shares issuable to plan participants is determined based on the closing price of the Company’s common stock as determined in trading on the applicable stock exchange on a date approved by the Board of Directors. In connection with the Company’s bonus programs, in February 2021 and March 2020, the Company issued 0.5 million and 0.2 million freely-tradable shares, respectively, of the Company’s common stock in settlement of bonus awards to employees, including executives, for the 2020 and 2019 performance periods. At December 31, 2021, the Company has an accrual of $ 41.5 million for bonus awards for employees for year-to-date achievement in the 2021 performance period, which the Company intends to settle primarily in shares of its common stock, unless otherwise required to be settled in cash due to local laws or agreements. The Company’s compensation committee retains discretion to effect payment in cash, stock, or a combination of cash and stock. 96 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock-Based Compensation The Company recognizes stock-based compensation in the consolidated statements of operations, based on the department to which the related employee reports, as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Cost of net revenue $ 620 $ 577 $ 557 Research and development 30,364 22,252 16,545 Selling, general and administrative 28,374 24,172 14,938 Restructuring expense — 596 — $ 59,358 $ 47,597 $ 32,040 The total unrecognized compensation cost related to unvested restricted stock units as of December 31, 2021 was $ 85.5 million, and the weighted average period over which these equity awards are expected to vest is 2.44 years. The total unrecognized compensation cost related to unvested performance-based restricted stock units as of December 31, 2021 was $ 15.1 million, and the weighted average period over which these equity awards are expected to vest is 0.90 years. The total unrecognized compensation cost related to unvested stock options as of December 31, 2021 was $ 0.3 million, and the weighted average period over which these equity awards are expected to vest is 0.51 years. Restricted Stock Units A summary of the Company’s restricted stock unit activity is as follows: Number of Shares (in thousands) Weighted-Average Grant-Date Fair Value per Share Outstanding at December 31, 2020 5,832 $ 20.05 Granted 2,233 39.16 Vested ( 2,168 ) 26.16 Canceled ( 664 ) 24.28 Outstanding at December 31, 2021 5,233 $ 25.14 Performance-Based Restricted Stock Units Performance-based restricted stock units are eligible to vest at the end of each fiscal year in a three-year performance period based on the Company’s annual growth rate in net sales and non-GAAP diluted earnings per share (subject to certain adjustments) over baseline results relative to the growth rates for a peer group of companies for the same metrics and periods. For the performance-based restricted stock units granted to date, 60 % of each performance-based award is subject to the net sales metric for the performance period and 40 % is subject to the non-GAAP diluted earnings per share metric for the performance period. The maximum percentage for a particular metric is 250 % of the target number of units subject to the award related to that metric, however, vesting of the performance stock units is capped at 30 % and 100 %, respectively, of the target number of units subject to the award in years one and two, respectively, of the three-year performance period. As of December 31, 2021, the Company believes that it is probable that it will achieve certain performance metrics specified in the respective award agreements based on its expected revenue and non-GAAP diluted EPS results over the performance periods and calculated growth rates relative to its peers’ expected results based on data available, as defined in the respective award agreements. 97 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A summary of the Company’s performance-based restricted stock unit activity is as follows: Number of Shares (in thousands) Weighted-Average Grant-Date Fair Value per Share Outstanding at December 31, 2020 1,722 $ 13.97 Granted (1) 599 35.10 Vested ( 311 ) 16.74 Canceled ( 5 ) 35.72 Outstanding at December 31, 2021 2,005 $ 19.80 ________________ (1) Number of shares granted is based on the maximum percentage achievable in the performance-based restricted stock unit award. Employee Stock Purchase Rights and Stock Options Employee Stock Purchase Rights During the year ended December 31, 2021, there were 195,752 shares of common stock purchased under the ESPP at a weighted average price of $ 25.53 . During the year ended December 31, 2020, there were 285,633 shares of common stock purchased under the ESPP at a weighted average price of $ 13.29 . The fair values of employee stock purchase rights were estimated using the Black-Scholes option pricing model at their respective grant date using the following assumptions: Year Ended December 31, 2021 2020 2019 Weighted-average grant date fair value per share $ 10.85 - 18.82 $ 6.41 - 8.66 $ 5.48 - 6.61 Risk-free interest rate 0.04 - 0.06 % 0.12 - 0.15 % 1.59 % - 2.43 % Dividend yield — % — % — % Expected life (in years) 0.50 0.50 0.50 Volatility 43.83 - 61.1 % 59.72 - 93.25 % 40.47 - 43.14 % The risk-free interest rate assumption was based on rates for United States (U.S.) Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected term is the duration of the offering period for each grant date. In addition, the estimated volatility incorporates the historical volatility over the expected term based on the Company’s daily closing stock prices. Stock Options A summary of the Company’s stock options activity is as follows: Number of Options (in thousands) Weighted-Average Exercise Price Weighted-Average Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2020 797 $ 14.67 Exercised ( 380 ) 12.04 Outstanding at December 31, 2021 417 $ 17.05 3.28 $ 24,355 Vested and expected to vest at December 31, 2021 417 $ 17.05 3.28 $ 24,355 Exercisable at December 31, 2021 369 $ 16.87 3.24 $ 21,571 No stock options were granted by the Company during the years ended December 31, 2021 and 2020. The intrinsic value of stock options exercised during 2021, 2020, and 2019 was $ 9.8 million, $ 4.9 million, and $ 22.2 million, respectively. Cash received from exercise of stock options was $ 4.2 million, $ 4.4 million and $ 4.5 million during the 98 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS years ended December 31, 2021, 2020, and 2019, respectively. The tax benefit from stock options exercised was $ 14.4 million, $ 5.2 million and $ 20.7 million during the years ended December 31, 2021, 2020, and 2019, respectively. 10. Income Taxes The domestic and international components of income (loss) before income taxes are presented as follows: Years Ended December 31, 2021 2020 2019 (in thousands) Domestic $ ( 31,975 ) $ ( 112,778 ) $ ( 61,893 ) Foreign 79,845 ( 2,074 ) 29,409 Income (loss) before income taxes $ 47,870 $ ( 114,852 ) $ ( 32,484 ) The income tax provision (benefit) consists of the following: Years Ended December 31, 2021 2020 2019 (in thousands) Current: Federal $ 498 $ ( 176 ) $ 1,604 State 84 12 16 Foreign 7,630 2,687 1,560 Total current 8,212 2,523 3,180 Deferred: Federal 5,108 ( 18,595 ) ( 13,793 ) State ( 4,506 ) ( 705 ) ( 1,829 ) Foreign 484 8,025 1,095 Change in valuation allowance ( 3,397 ) ( 7,507 ) ( 1,239 ) Total deferred ( 2,311 ) ( 18,782 ) ( 15,766 ) Total income tax provision (benefit) $ 5,901 $ ( 16,259 ) $ ( 12,586 ) 99 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The actual income tax provision (benefit) differs from the amount computed using the federal statutory rate as follows: Years Ended December 31, 2021 2020 2019 (in thousands) Provision (benefit) at statutory rate $ 10,071 $ ( 24,119 ) $ ( 6,821 ) State income taxes (net of federal benefit) 62 9 11 Research and development credits ( 10,441 ) ( 6,521 ) ( 7,815 ) Foreign rate differential ( 10,063 ) 2,354 ( 4,489 ) Stock compensation 4,029 5,425 ( 2,750 ) Foreign income inclusion 14,119 1,446 3,936 Provision to return ( 263 ) ( 286 ) 1,887 Uncertain tax positions 1,072 222 1,244 Permanent and other 726 131 716 Foreign unremitted earnings ( 59 ) ( 233 ) ( 103 ) Transaction costs 45 883 — Attribute expirations — 11,937 2,837 Valuation allowance ( 3,397 ) ( 7,507 ) ( 1,239 ) Total income tax provision (benefit) $ 5,901 $ ( 16,259 ) $ ( 12,586 ) The components of the deferred income tax assets are as follows: December 31, 2021 2020 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 46,062 $ 65,790 Research and development credits 88,778 79,019 Foreign tax credits 7,695 5,728 Accrued expenses and other 2,748 5,941 Lease obligation 1,041 1,731 Accrued compensation 5,057 4,442 Stock-based compensation 8,014 5,415 159,395 168,066 Less valuation allowance ( 68,151 ) ( 71,811 ) 91,244 96,255 Deferred tax liabilities: Fixed assets ( 701 ) ( 42 ) Leased right-of-use assets ( 735 ) ( 1,099 ) Intangible assets ( 640 ) ( 9,049 ) Pension liability ( 792 ) — Net deferred tax assets $ 88,376 $ 86,065 At December 31, 2021, the Company had federal, state and foreign tax net operating loss carryforwards of approximately $ 187.9 million, $ 79.8 million and $ 0 , respectively. The federal and state tax loss carryforwards will begin to expire in 2024 and 2029, and foreign tax loss will not expire, unless previously utilized. At December 31, 2021, the Company had federal, state and foreign tax credit carryforwards of approximately $ 56.7 million, $ 95.6 million and $ 1.8 million, respectively. The federal and foreign tax credit carryforwards will begin to expire in 100 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2022 and 2026, respectively, unless previously utilized. The state tax credit carryforwards do not expire. The Company also has foreign incentive deductions of approximately $ 6.7 million that do not expire. The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the temporary differences reverse. The Company records a valuation allowance to reduce its deferred taxes to the amount it believes is more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. The Company believes it is more likely than not to realize certain federal and foreign deferred assets. The Company continues to maintain a valuation allowance on its state deferred taxes, certain of its federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where the Company has cumulative losses or otherwise is not expected to utilize certain tax attributes. The Company does not incur expense or benefit in certain tax-free jurisdictions in which it operates. The Company recorded an income tax provision of $ 5.9 million in the year ended December 31, 2021 and an income tax benefit of $ 16.3 million in the year ended December 31, 2020. The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the year ended December 31, 2021 resulted primarily from a tax on global intangible low-taxed income (“GILTI”) and non-deductible foreign stock-based compensation, offset by a benefit related to research and development tax credits, foreign earnings taxed at rates other than the federal statutory rate and the effect of a release of valuation allowance against certain Singapore deferred tax assets pertaining to usage of net operating losses. The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the year ended December 31, 2020 resulted primarily from foreign earnings taxed at rates other than the federal statutory rate, a benefit related to release of uncertain tax positions under ASC 740-10, and excess tax benefits related to stock-based compensation. Income tax positions must meet a more-likely-than-not threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are de-recognized in the first financial reporting period in which that threshold is no longer met. The Company records potential penalties and interest accrued related to unrecognized tax benefits within the consolidated statements of operations as income tax expense. During the year ended December 31, 2021, the Company’s unrecognized tax benefits increased by $ 1.9 million. At December 31, 2021, the Company’s unrecognized tax benefits totaled $ 65.7 million, $ 55.9 million of which, if recognized at a time when the valuation allowance no longer exists, would affect the effective tax rate. The unrecognized tax benefits are not expected to materially change in next 12 months. At December 31, 2021, the Company had accrued approximately $ 0.5 million of interest and penalties. The total amounts of interest and penalties recognized for the years ended December 31, 2021, 2020 and 2019 were not material. 101 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the changes to the unrecognized tax benefits during 2021, 2020, and 2019: (in thousands) Balance as of December 31, 2018 $ 61,470 Additions based on tax positions related to the current year 1,678 Decreases based on tax positions of prior year ( 1,121 ) Balance as of December 31, 2019 62,027 Additions based on tax positions related to the current year 1,506 Additions related to acquisitions 1,154 Decreases based on tax positions of prior year ( 922 ) Balance as of December 31, 2020 63,765 Additions based on tax positions related to the current year 3,366 Additions related to acquisitions 241 Decreases based on tax positions of prior year ( 1,688 ) Balance as of December 31, 2021 $ 65,684 The Company is subject to federal and state income tax in the United States and is also subject to income tax in certain other foreign tax jurisdictions. At December 31, 2021, the statutes of limitations for the assessment of federal, state, and foreign income taxes are closed for the years before 2018, 2017, and 2016, respectively. The Company’s subsidiary in Singapore operates under certain tax incentives in Singapore, which are generally effective through March 2022 and may be extended through March 2027, and are conditional upon meeting certain employment and investment thresholds in Singapore. Under the incentives, qualifying income derived from certain sales of the Company’s integrated circuits is taxed at a concessionary rate over the incentive period, and there are reduced Singapore withholding taxes on certain intercompany royalties during the incentive period. Due to the valuation allowance in Singapore in 2020 and prior, the incentive did not have a material impact on the Company's income tax provision in 2020 and 2019. Due to the valuation allowance release in 2021 and the Company's use of loss carry forwards, the Company recorded a tax benefit in the current year at the incentive rate, net of any expected tax payable. Without the incentive rate, deferred taxes and the valuation allowance release would have provided an overall tax benefit, net of any current period payable. 11. Concentration of Credit Risk, Significant Customers and Geographic Information Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Collateral is generally not required for customer receivables. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Significant Customers The Company markets its products and services to manufacturers of a wide range of electronic devices (Note 1). The Company sells its products both directly to customers and through third-party distributors, both of which are referred to as the Company’s customers (Note 12). The Company makes periodic evaluations of the credit worthiness of its customers. Customers comprising greater than 10% of net revenues for each of the periods presented are as follows: Year Ended December 31, 2021 2020 2019 Percentage of total net revenue Customer A (direct) 15 % 15 % 14 % Customer B (direct) 11 % 13 % * ____________________________ * Represents less than 10% of total net revenue for the respective period. 102 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents balances that are 10% or greater of accounts receivable, based on the Company’s billings to its customers. December 31, December 31, 2021 2020 Percentage of gross accounts receivable Customer B (direct) 14 % 17 % Customer C (direct) 17 % * Customer D (distributor) * 13 % ____________________________ * Represents less than 10% of the gross accounts receivable as of the respective period end. Significant Suppliers Suppliers comprising greater than 10% of total inventory purchases are as follows: Year Ended December 31, 2021 2020 2019 Vendor A 38 % 34 % * Vendor B 22 % 20 % 14 % Vendor C 12 % * 17 % Vendor D * 11 % 13 % Vendor E * * 15 % * Represents less than 10% of the inventory purchases for the respective period. Geographic Information The Company’s consolidated net revenues by geographic area based on ship-to location are as follows (in thousands): Years Ended December 31, 2021 2020 2019 Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Asia $ 736,808 83 % $ 393,579 82 % $ 265,122 84 % United States 35,978 4 % 15,501 3 % 13,984 4 % Rest of world 119,612 13 % 69,516 15 % 38,074 12 % Total $ 892,398 100 % $ 478,596 100 % $ 317,180 100 % The products shipped to individual countries or territories representing greater than 10% of net revenue for each of the periods presented are as follows: Years Ended December 31, 2021 2020 2019 Percentage of total net revenue Hong Kong 40 % 42 % 46 % China 12 % 17 % 14 % Vietnam 13 % * * ____________________________ * Represents less than 10% of total revenue for the respective period. 103 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The determination of which country a particular sale is allocated to is based on the destination of the product shipment. No other individual country accounted for more than 10% of net revenue during these periods. Although a large percentage of the Company’s products is shipped to Asia, and in particular, Hong Kong, China and Vietnam, the Company believes that a significant number of the systems designed by customers and incorporating the Company’s semiconductor products are subsequently sold outside Asia to Europe, Middle East, and Africa, or EMEA markets and North American markets. Long-lived assets, which consists of property and equipment, net, leased right-of-use assets, intangible assets, net, and goodwill by geographic area are as follows (in thousands): December 31, December 31, 2021 2020 Amount % of total Amount % of total United States $ 382,650 70 % $ 403,071 72 % Singapore 122,474 22 % 136,967 24 % Rest of world 42,277 8 % 31,412 5 % Total $ 547,401 100 % $ 571,450 100 % 12. Revenue from Contracts with Customers Revenue by Market The table below presents disaggregated net revenues by market (in thousands): Year Ended December 31, 2021 2020 2019 Broadband $ 492,482 $ 244,424 $ 119,320 % of net revenue 55 % 51 % 38 % Connectivity 149,285 70,739 85,369 % of net revenue 17 % 15 % 27 % Infrastructure 119,421 76,166 79,137 % of net revenue 13 % 16 % 25 % Industrial and multi-market 131,210 87,267 33,354 % of net revenue 15 % 18 % 11 % Total net revenue $ 892,398 $ 478,596 $ 317,180 Revenues from sales through the Company’s distributors accounted for 47 % , 49 % and 52 % of net revenue for the years ended December 31, 2021, 2020, and 2019, respectively. Contract Liabilities As of December 31, 2021, customer contract liabilities consisted primarily of advanced payments received for which performance obligations have not been completed of approximately $ 1.0 million. As of December 31, 2020, customer contract liabilities consisted of estimates of obligations to deliver rebates to customers in the form of units of products and were approximately $ 0.03 million. Revenue recognized in each of the years ended December 31, 2021, 2020, and 2019 that was included in the contract liability balance as of the beginning of each of those respective periods was immaterial. There were no material changes in the contract liabilities balance during the years ended December 31, 2021, 2020, and 2019, respectively. 104 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Obligations to Customers for Price Adjustments and Returns and Assets for Right-of-Returns As of December 31, 2021 and December 31, 2020, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $ 40.5 million and $ 47.8 million, respectively, and are included in accrued price protection liability in the consolidated balance sheets. For activity in this account, including amounts included in net revenue, refer to Note 7. Other obligations to customers representing estimates of price adjustments to be claimed by distributors upon sell-through of their inventory to their end customer and estimates of stock rotation returns to be claimed by distributors on products sold as of December 31, 2021 were $ 6.7 million and $ 2.8 million, respectively, and as of December 31, 2020 were $ 10.3 million and $ 2.0 million, respectively, and are included in accrued expenses and other current liabilities in the consolidated balance sheets (Note 7). The increase or decrease in revenue in the years ended December 31, 2021, 2020, and 2019 from net changes in transaction prices for amounts included in obligations to customers for price adjustments as of the beginning of those respective periods was not material. As of December 31, 2021 and December 31, 2020, right of return assets under customer contracts representing the estimates of product inventory the Company expects to receive from customers in stock rotation returns were approximately $ 1.1 million and $ 0.6 million, respectively. Right of return assets are included in inventory in the consolidated balance sheets. As of December 31, 2021 and December 31, 2020, there were no impairment losses recorded on customer accounts receivable. 13. Leases Operating Leases Operating lease arrangements primarily consist of office leases expiring in various years through 2028. These leases have original terms of approximately 2 to 8 years and some contain options to extend the lease up to 5 years or terminate the lease, which are included in right-of-use assets and lease liabilities when the Company is reasonably certain it will renew the underlying leases. Since the implicit rate of such leases is unknown and the Company is not reasonably certain to renew its leases, the Company has elected to apply a collateralized incremental borrowing rate to facility leases on the original lease term in calculating the present value of future lease payments. As of December 31, 2021 and December 31, 2020, the weighted average discount rate for operating leases was 3.6 % and 4.0 %, respectively, and the weighted average remaining lease term for operating leases was 4.6 years and 4.6 years, respectively, as of the end of each of these periods. The table below presents aggregate future minimum payments due under leases, reconciled to total lease liabilities included in the consolidated balance sheet as of December 31, 2021: Operating Leases (in thousands) 2022 $ 9,930 2023 7,096 2024 5,964 2025 5,635 2026 4,352 Thereafter 3,257 Total minimum payments 36,234 Less: imputed interest ( 2,707 ) Less: unrealized translation loss — Total lease liabilities 33,528 Less: short-term lease liabilities ( 8,888 ) Long-term lease liabilities $ 24,640 Operating lease cost was $ 9.4 million, $ 5.2 million, and $ 3.1 million for the years ended December 31, 2021, 2020, and 2019, respectively. 105 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Short-term lease costs for each of the years ended December 31, 2021, 2020, and 2019, respectively, were not material. There were $ 13.2 million, $ 15.9 million, and $ 0.5 million of right-of-use assets obtained in exchange for new lease liabilities for the years ended December 31, 2021, 2020, and 2019, respectively, including $ 0.05 million and $ 1.8 million from acquisitions in 2021 and 2020, respectively. 14. Employee Retirement Plans Defined Contribution Plan The Company has a 401(k) defined contribution retirement plan (the 401(k) Plan) covering all eligible employees. Participants may voluntarily contribute on a pre-tax basis an amount not to exceed a maximum contribution amount pursuant to Section 401(k) of the Internal Revenue Code. The Company is not required to contribute, nor has it contributed, to the 401(k) Plan for any of the periods presented. Pension and Other Defined Benefit Retirement Obligations In connection with the July 31, 2020 acquisition of the Wi-Fi and Broadband assets business (Note 3), the Company assumed an obligation of $ 7.9 million of the Wi-Fi and Broadband assets business associated with certain defined benefit retirement plans, including a pension plan. As of December 31, 2021 and December 31, 2020, the defined benefit obligation was $ 4.5 million and $ 6.4 million, respectively. The benefit is based on a formula applied to eligible employee earnings. Net periodic benefit costs were $ 0.5 million and $ 0.2 million, respectively for the years ended December 31, 2021 and 2020, respectively, and were recorded to research and development expenses in the consolidated statements of operations. Benefit Obligation and Plan Assets for Pension Benefit Plans The vested benefit obligation for a defined-benefit pension or other retirement plan is the actuarial present value of the vested benefits to which the employee is currently entitled based on the employee's expected date of separation or retirement. 106 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2021 December 31, 2020 (in thousands) Changes in projected benefit obligation: Projected benefit obligation, beginning of period $ 12,022 $ — Projected benefit obligation assumed in acquisition — 13,274 Service cost 442 157 Interest cost 66 59 Actuarial (gain) loss ( 1,794 ) ( 1,172 ) Benefits paid ( 157 ) ( 786 ) Currency exchange rate changes ( 845 ) 490 Projected benefit obligation, end of period 9,733 12,022 Changes in fair value of plan assets: Fair value of plan assets, beginning of period 5,634 — Plan assets transferred from acquisition — 5,417 Actual return on plan assets 2 — Employer contributions — — Currency exchange rate changes ( 439 ) 217 Plan settlements — — Other — — Fair value of plan assets, end of period 5,198 5,634 Net unfunded status $ 4,536 $ 6,388 Amounts recognized in the Consolidated Balance Sheets Other long-term liabilities $ 4,536 $ 6,388 Accumulated other comprehensive (income) loss, before tax $ ( 1,724 ) $ ( 1,172 ) Changes in actuarial gains and losses in the projected benefit obligation are primarily driven by discount rate movement. The Company uses the corridor approach to amortize actuarial gains and losses. Under this approach, net actuarial gains or losses in excess of 10% of the larger of the projected benefit obligation or the fair value of plan assets are amortized on a straight-line basis. As of December 31, 2021 and 2020, all plans had accumulated benefit obligations and projected benefit obligations in excess of plan assets. As of December 31, 2021 and 2020, the accumulated benefit obligations were $ 9.2 million and $ 11.1 million for the pension plans. 107 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2021 December 31, 2020 (in thousands) Plans with accumulated benefit obligation in excess of plan assets Accumulated benefit obligation $ 9,211 $ 11,127 Plan assets $ 5,198 $ 5,634 Plans with projected benefit obligation in excess of plan assets Projected benefit obligation $ 9,733 $ 12,022 Plan assets $ 5,198 $ 5,634 Assumptions for Pension Benefit Plans December 31, 2021 December 31, 2020 (in thousands) Weighted average actuarial assumptions used to determine benefit obligations Discount rate 0.8 % - 0.9 % 0.5 % - 0.6 % Rate of compensation increase 2.6 % - 3.8 % 2.6 % - 3.8 % Weighted average actuarial assumptions used to determine costs Discount rate 0.8 % - 0.9 % 0.5 %- 0.6 % Expected long-term rate of return on plan assets — % 0.79 % Rate of compensation increase 2.6 % - 3.8 % 2.6 % - 3.8 % The Company establishes the discount rate for each pension plan by analyzing current market long-term bond rates and matching the bond maturity with the average duration of the pension liabilities. The Company establishes the long-term expected rate of return by developing a forward-looking, long-term return assumption for each pension fund asset class, taking into account factors such as the expected real return for the specific asset class and inflation. A single, long-term rate of return is then calculated as the weighted average of the target asset allocation percentages and the long-term return assumption for each asset class. Pension Plan Assets The plan assets are currently all in liquid cash and cash equivalents and an investment strategy is being developed to ensure that sufficient assets are available to pay pension benefits as they come due. Estimated Future Benefit Payments for Pension Benefit Plans At December 31, 2021, the estimated benefit payments over the next five years and beyond are as follows: Estimated Future Benefit Payments (in thousands) 2022 $ 95 2023 18 2024 45 2025 45 2026 80 Thereafter 625 907 108 Table of Contents MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. Commitments and Contingencies Inventory Purchase and Other Contractual Obligations As of December 31, 2021, future minimum payments under inventory purchase and other obligations are as follows: Inventory Purchase Obligations Other Obligations Total 2022 $ 141,401 $ 28,758 $ 170,159 2023 — 15,410 15,410 2024 — 705 705 2025 — 111 111 Total minimum payments $ 141,401 $ 44,984 $ 186,385 Other obligations consist of contractual payments due for software licenses. Our inventory purchase obligations and other obligations increased by $ 64.7 million to $ 186.4 million as of December 31, 2021, from $ 121.7 million as of December 31, 2020 primarily as a result of increased orders of inventory placed with our vendors during the period, partially offset by a decrease in software license obligations. Jointly Funded Research and Development In 2021, the Company entered into contracts for jointly funded research and development projects to develop technology that may be commercialized into a product in the future. As the Company may be required to repay all or a portion of the funds provided by the other parties under certain conditions, total funds received to date from the other parties of $ 5.8 million have been recorded in other long-term liabilities. Additional amounts under the contracts are tied to certain milestones and will also be recorded as a long-term liability as payment due under such milestones are received. The Company currently expects to de-recognize the liabilities when the contingencies associated with the repayment conditions have been resolved. Other Matters From time to time, the Company is subject to threats of litigation or actual litigation in the ordinary course of business, some of which may be material. The Company believes that there are no currently pending litigation matters that, if determined adversely to the Company’s interests, would have a material effect on the Company’s financial position, results of operations, or cash flows or that would not be covered by the Company’s existing liability insurance. 16. Stock Repurchases On February 23, 2021, the Company’s board of directors authorized a plan to repurchase up to $ 100 million of the Company’s common stock over a period ending February 16, 2024. The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements. Any purchases will be funded from available working capital and may be effected through open market purchases, block transactions, and privately negotiated transactions. The share repurchase program does not obligate the Company to make any repurchases and may be modified, suspended, or terminated by the Company at any time without prior notice. During the year ended December 31, 2021, the Company repurchased 454,372 shares of its common stock at a weighted average price of $ 51.7998 per share at an aggregate value of approximately $ 23.5 million under the repurchase program. At December 31, 2021, the aggregate value of common stock repurchased under the program was approximately $ 23.5 million and approximately $ 76.5 million remained available for repurchase under the program. 109