MAXLINEAR, INC 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in Part II, Item 1A in this report. Overview We are a provider of communications systems-on-chip solutions used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications. We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency, or RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. In most cases, these products are designed on a single silicon-die, using standard digital complementary metal oxide semiconductor, or CMOS, processes and conventional packaging technologies. We believe this approach enables our solutions to achieve superior power, performance, and cost relative to our industry competition. Our customers include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, who incorporate our products in a wide range of electronic devices. Examples of such devices include cable Data Over Cable Service Interface Specifications, or 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. Our highly integrated semiconductor devices and platform-level solutions are primarily manufactured using low-cost CMOS process technology. CMOS processes are ideally suited for large digital logic implementations targeting high-volume and low-cost consumer applications. Importantly, our ability to design analog and mixed-signal circuits in CMOS allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit. As a result, our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption. In addition, our proprietary CMOS-based radio and digital system architectures also enable shorter design cycles, significant design flexibility and low system-level cost across a wide range of broadband communications, wired and wireless infrastructure, and industrial and multi-market customer applications. In the nine months ended September 30, 2022, revenues of $829.7 million were derived from sales of RF receivers and RF receiver systems-on-chip and connectivity solutions into broadband operator voice and data modems and gateways and connectivity adapters, global analog and digital RF receiver products, radio and modem solutions into wireless carrier access and backhaul infrastructure platforms, high-speed optical interconnect solutions sold into optical modules for data-center, metro and long-haul networks, and high-performance interface and power management solutions into a broad range of communications, industrial, automotive and multi-market applications. Our ability to achieve revenue growth in the future will depend, among other factors, on our ability to further penetrate existing markets; our ability to expand our target addressable markets by developing new and innovative products; changes in government trade policies; changes in export control regulations; and our ability to obtain design wins with device manufacturers, in particular manufacturers of set-top boxes, data modems, and gateways for the broadband service provider, storage networking market, cable infrastructure market, industrial and automotive markets, and optical module and telecommunications infrastructure markets. Products shipped to Asia accounted for 82% and 83% of net revenue during the three months ended September 30, 2022 and 2021, respectively, including 51% from products shipped to Hong Kong and 14% from products shipped to mainland China during the three months ended September 30, 2022 and 40% from products shipped to Hong Kong, 12% from products shipped to mainland China, and 11% from products shipped to Vietnam during the three months ended September 30, 2021. 34 Table of Contents Products shipped to Asia accounted for 81% and 83% of net revenue during the nine months ended September 30, 2022 and 2021, respectively, including 43% from products shipped to Hong Kong and 16% from products shipped to mainland China during the nine months ended September 30, 2022 and 40% from products shipped to Hong Kong, 12% from products shipped to Vietnam, and 11% from products shipped to mainland China during the nine months ended September 30, 2021. Although a large percentage of our products is shipped to Asia, we believe that a significant number of the systems designed by these customers and incorporating our semiconductor products are then sold outside Asia. For example, revenue generated from sales of our products during the nine months ended September 30, 2022 and 2021 related principally to sales to Asian ODMs and contract manufacturers delivering products into European and North American markets. To date, all of our sales have been denominated in United States dollars. A significant portion of our net revenue has historically been generated by a limited number of customers. Sales to customers comprise both direct sales to customers and indirect sales through distributors. In the three months ended September 30, 2022, one customer accounted for 31% of our net revenue, and our ten largest customers collectively accounted for 68% of our net revenue, of which distributor customers accounted for 18% of our net revenue. In the nine months ended September 30, 2022, one customer accounted for 22% of our net revenue, and our ten largest customers collectively accounted for 68% of our net revenue, of which distributor customers accounted for 24% of our net revenue. For certain customers, we sell multiple products into disparate end user applications such as cable modems, satellite set-top boxes and broadband gateways. Our business depends on winning competitive bid selection processes, known as design wins, to develop integrated circuits for use in our customers’ products. These selection processes are typically lengthy, and as a result, our sales cycles will vary based on the specific market served, whether the design win is with an existing or a new customer and whether our product being designed in our customer’s device is a first generation or subsequent generation product. Our customers’ products can be complex and, if our engagement results in a design win, can require significant time to define, design and result in volume production. Because the sales cycle for our products is long, we can incur significant design and development expenditures in circumstances where we do not ultimately recognize any revenue. We do not have any long-term purchase commitments with any of our customers, all of whom purchase our products on a purchase order basis. Once one of our products is incorporated into a customer’s design, however, we believe that our product is likely to remain a component of the customer’s product for its life cycle because of the time and expense associated with redesigning the product or substituting an alternative chip. Product life cycles in our target markets will vary by application. For example, in the cable operator modem and gateway sectors, a design-in can have a product life cycle of 24 to 48 months. In the industrial and wired and wireless infrastructure markets, a design-in can have a product life cycle of 24 to 60 months and beyond. Impact of COVID-19 and the Global Semiconductor Supply Shortage During the COVID-19 global pandemic, which is still ongoing, various restrictions were put in place causing a temporary decline in demand for certain items such as automobiles. As restrictions began easing across the world, 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 our industry. Consistent with the prior year, we continue to operate in a supply constrained environment and are working closely with our suppliers to mitigate the impact of such shortage. Furthermore, we believe this supply-constrained environment may continue into 2023. Global supply shortages, inflation, and uncertainty in customer demand and the worldwide economy has continued as a result of the COVID-19 pandemic, and we may experience continued volatility in our sales and revenues in the near future. However, the magnitude of such volatility on our business and its duration is uncertain and cannot be reasonably estimated at this time. Recent Developments Silicon Motion Merger On May 5, 2022, we entered into an agreement and plan of merger, or the Merger Agreement, with Silicon Motion Technology Corporation, or Silicon Motion, an exempted company with limited liability incorporated under the Law of the Cayman Islands, pursuant to which, subject to the terms and conditions thereof, we agreed to acquire Silicon Motion pursuant to a statutory merger of Shark Merger Sub, a wholly-owned subsidiary of MaxLinear, with and into Silicon Motion, with Silicon Motion surviving the merger as a wholly-owned subsidiary of MaxLinear. Silicon Motion is a provider of NAND flash controllers for solid state drives and other solid state storage devices. 35 Table of Contents Under the terms of the Merger Agreement, the transaction consideration will consist of $93.54 in cash and 0.388 shares of our stock for each Silicon Motion American Depositary Share, or ADS, and $23.385 in cash and 0.097 shares of our common stock for each Silicon Motion ordinary share not represented by an ADS. Upon closing of the transaction, our current stockholders will own approximately 86% of the combined company and former Silicon Motion securityholders will own approximately 14% of the combined company. Based on the closing price of our common shares on May 4, 2022, the implied value of the total transaction consideration for Silicon Motion is approximately $4.3 billion. We may fund up to $3.5 billion of cash consideration with cash on hand and fully committed debt financing from Wells Fargo Bank, N.A., or Wells Fargo Bank, and other lenders as described below. We will also assume Silicon Motion’s vested and unvested employee stock-based compensation awards. The merger is not subject to any financing conditions but is pending satisfaction of customary closing conditions, including regulatory approval in the People’s Republic of China, or China. On June 27, 2022, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR, waiting period expired with respect to the pending merger. On July 13, 2022, the Form S-4 was declared effective by the SEC. On August 31, 2022, the Silicon Motion securityholders approved the merger at the extraordinary general meeting. On June 17, 2022, we entered into an amended and restated commitment letter with Wells Fargo Bank and other lenders pursuant to which, subject to the terms and conditions set forth therein, the lenders have committed to provide (i) a senior secured term B loan facility in an aggregate principal amount of up to $2.7375 billion (ii) a senior secured term A loan facility in an aggregate principal amount of up to $512.5 million and (iii) a senior secured revolving credit facility in an aggregate principal amount of up to $250.0 million, which we collectively refer to as the Senior Secured Credit Facilities. The funding of the Senior Secured Credit Facilities is contingent on the satisfaction of customary conditions, including (i) the execution and delivery of definitive documentation with respect to credit facilities in accordance with the terms in the amended and restated commitment letter, and (ii) the consummation of the acquisition by us of Silicon Motion in accordance with the Merger Agreement. A portion of the proceeds from the Senior Secured Credit Facilities will be used to repay existing debt in full. Expanded U.S. Export Controls In October 2022, the Bureau of Industry and Security (“BIS”) of the U.S. Commerce Department issued an interim final rule to implement additional export controls which primarily has the impact of requiring us to obtain a license to do business with certain customers, semiconductor foundries and outsource assembly and testing (“OSAT”) facilities in China that sell or produce certain advanced computing integrated circuits, among other things, which resulted in expanding the scope of foreign-produced items subject to license requirements to entities on Export Administration Regulations’ (“EAR”) Entity List that are located in China, and also added new entities in China to the EAR’s Unverified List. We may experience a temporary loss of revenues or supply while we are obtaining licenses with certain customers, semiconductor foundries, and/or OSAT providers recently added to the Entity List, or failure to obtain any required license could result in a reduction of anticipated revenues or supply until an alternate source of supply can be obtained. We are currently assessing the impact of the interim final rule and addition of new entities to the Entity List and the Unverified List on our business, financial condition and results of operations. Critical Accounting Policies and Estimates Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which are prepared in accordance with accounting principles that are generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, the most critical of which are those related to business combinations, revenue recognition, inventory valuation, production masks, goodwill and other intangible assets valuation, and income taxes. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known. We believe that accounting policies we have identified as critical involve a greater degree of judgment and complexity than our other accounting policies. Accordingly, those are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations. For a summary of our critical accounting policies and estimates, refer to Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2021, which we filed with the Securities and Exchange 36 Table of Contents Commission, or SEC, on February 2, 2022, or our Annual Report. There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2022. Recently Issued Accounting Pronouncements See Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently issued accounting pronouncements not yet adopted as of the date of this report. Results of Operations The following describes the line items set forth in our unaudited consolidated statements of income. Net Revenue. Net revenue is generated from sales of radio-frequency, analog, digital, and mixed-signal integrated circuits for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications. A significant portion of our sales are to distributors, who then resell our products. Cost of Net Revenue. Cost of net revenue includes the cost of finished silicon wafers processed by third-party foundries; costs associated with our outsourced packaging and assembly, test and shipping; costs of personnel, including stock-based compensation, and equipment associated with manufacturing support, logistics and quality assurance; amortization of acquired developed technology intangible assets; amortization of certain production mask costs; cost of production load boards and sockets; and an allocated portion of our occupancy costs. Research and Development. Research and development expense includes personnel-related expenses, including salaries and benefits, stock-based compensation, new product engineering mask costs, prototype integrated circuit packaging and test costs, computer-aided design software license costs, intellectual property license costs, reference design development costs, development testing and evaluation costs, depreciation expense and allocated occupancy costs. Research and development activities include the design of new products, refinement of existing products and design of test methodologies to ensure compliance with required specifications. All research and development costs are expensed as incurred. Selling, General and Administrative. Selling, general and administrative expense includes personnel-related expenses, including salaries and benefits, stock-based compensation, amortization of certain acquired intangible assets, merger, acquisition and integration costs, third-party sales commissions, field application engineering support, travel costs, professional and consulting fees, legal fees, depreciation expense and allocated occupancy costs. Restructuring Charges . Restructuring charges consist of severance, lease and leasehold impairment charges, and other charges related to restructuring plans. Loss on Extinguishment of Debt. Loss on extinguishment of debt consists of the charge-off of remaining unamortized debt discount and issuance cost on debt we repaid early with a majority of the proceeds from a new term loan. Interest and Other Income (Expense), Net. Interest and other income (expense), net includes interest income, interest expense and other income (expense). Interest income consists of interest earned on our cash, cash equivalents and restricted cash balances. Interest expense consists of interest accrued on debt and amortization of discounts on debt and other liabilities. Other income (expense) generally consists of income (expense) generated from non-operating transactions and unrealized holding gains (losses) from certain investments required to be marked to market value. Income Tax Provision. We make certain estimates and judgments in determining income taxes for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expenses for tax and financial statement purposes and the realizability of assets in future years. 37 Table of Contents The following table sets forth our consolidated statement of income data as a percentage of net revenue for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net revenue 100 % 100 % 100 % 100 % Cost of net revenue 41 44 41 45 Gross profit 59 56 59 55 Operating expenses: Research and development 27 29 27 32 Selling, general and administrative 13 17 15 17 Restructuring charges — — — — Total operating expenses 40 46 42 49 Income from operations 18 10 17 6 Interest income — — — — Interest expense (1) (1) (1) (2) Loss on extinguishment of debt — — — (1) Other income (expense), net (2) — — — Total other income (expense), net (3) (1) (1) (3) Income before income taxes 16 9 16 3 Income tax provision 6 5 5 1 Net income 10 % 4 % 11 % 2 % Net Revenue Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 $ Change % Change 2022 2021 $ Change % Change (dollars in thousands) (dollars in thousands) Broadband $ 120,165 $ 126,106 $ (5,941) (5) % $ 393,819 $ 363,061 $ 30,758 8 % % of net revenue 42 % 55 % 47 % 56 % Connectivity 82,603 37,931 44,672 118 % 199,182 96,672 102,510 106 % % of net revenue 29 % 16 % 24 % 15 % Infrastructure 35,580 29,224 6,356 22 % 104,650 87,385 17,265 20 % % of net revenue 12 % 13 % 13 % 14 % Industrial and multi-market 47,382 36,513 10,869 30 % 132,015 97,391 34,624 36 % % of net revenue 17 % 16 % 16 % 15 % Total net revenue $ 285,730 $ 229,774 $ 55,956 24 % $ 829,666 $ 644,509 $ 185,157 29 % Net revenue increased $56.0 million to $285.7 million for the three months ended September 30, 2022, as compared to $229.8 million for the three months ended September 30, 2021, in significant part due to improvement in supply and market strength attributed to the work-from-home environment. The decrease in broadband net revenue of $5.9 million was primarily from a decrease in tuner and cable shipments, partially offset by an increase in gateway revenues. The increase in connectivity revenue of $44.7 million was primarily driven by higher Wi-Fi revenues, and to a lesser extent, ethernet revenues as our supply improved. The increase in infrastructure revenues of $6.4 million was primarily driven by increased shipments of high-performance analog and wireless backhaul products in this category. The increase in industrial and multi-market revenue of $10.9 million was related to increased shipments of high-performance analog and component products. 38 Table of Contents Net revenue increased $185.2 million to $829.7 million for the nine months ended September 30, 2022, as compared to $644.5 million for the nine months ended September 30, 2021, due to improvement in supply and market strength attributed to the work-from-home environment. The increase in broadband net revenue of $30.8 million was primarily from gateway revenues. The increase in connectivity revenue of $102.5 million was primarily driven by higher Wi-Fi and ethernet revenues as our supply improved and an increase in MoCA product shipments. The increase in infrastructure revenues of $17.3 million was primarily driven by an increase in high-performance analog, 5G wireless access and wireless backhaul product shipments. The increase in industrial and multi-market revenue of $34.6 million was related to increased shipments of high-performance analog and component products. We currently expect that revenue will fluctuate in the future, from period-to-period, based on evolving customer demand for existing products, the pace of adoption of newer products, and macroeconomic conditions. Further, due to heightened volatility and uncertainty in customer demand resulting from the global semiconductor supply shortage, we expect to continue to experience increased volatility in our sales and revenues. Cost of Net Revenue and Gross Profit Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 $ Change % Change 2022 2021 $ Change % Change (dollars in thousands) (dollars in thousands) Cost of net revenue $ 118,242 $ 99,981 $ 18,261 18 % $ 343,237 290,454 52,783 18 % % of net revenue 41 % 44 % 41 % 45 % Gross profit 167,488 129,793 37,695 29 % 486,429 354,055 132,374 37 % % of net revenue 59 % 56 % 59 % 55 % Cost of net revenue increased $18.3 million to $118.2 million for the three months ended September 30, 2022, as compared to $100.0 million for the three months ended September 30, 2021. The increase was primarily driven by higher sales and incremental expenses. Gross profit percentage improved for the three months ended September 30, 2022, as compared to the three months ended September 30, 2021, due primarily to revenue mix and improved absorption of amortization of intangible assets. Cost of net revenue increased $52.8 million to $343.2 million for the nine months ended September 30, 2022, as compared to $290.5 million for the nine months ended September 30, 2021. The increase was primarily driven by higher sales and incremental expenses. Gross profit percentage improved for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021, due primarily to revenue mix and improved absorption of amortization of intangible assets. We currently expect that gross profit percentage will fluctuate in the future, from period-to-period, based on changes in product mix, average selling prices, and average manufacturing costs. Further, due to heightened volatility and uncertainty in customer demand resulting from the COVID-19 pandemic and global semiconductor supply shortages, we may experience increased volatility in our cost of net revenues as a result. Research and Development Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 $ Change % Change 2022 2021 $ Change % Change (dollars in thousands) (dollars in thousands) Research and development $ 76,437 $ 67,538 $ 8,899 13 % $ 222,718 $ 205,120 $ 17,598 9 % % of net revenue 27 % 29 % 27 % 32 % Research and development expense increased $8.9 million to $76.4 million for the three months ended September 30, 2022 from $67.5 million in the three months ended September 30, 2021. The increase was primarily driven by increased headcount to support increased R&D projects this year. Research and development expense increased $17.6 million to $222.7 million for the nine months ended September 30, 2022 from $205.1 million in the nine months ended September 30, 2021. The increase was primarily driven by increased headcount to support increased R&D projects this year. 39 Table of Contents We expect our research and development expenses to increase in future years as we continue to expand our product portfolio and enhance existing products. Selling, General and Administrative Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 $ Change % Change 2022 2021 $ Change % Change (dollars in thousands) (dollars in thousands) Selling, general and administrative $ 38,472 $ 38,469 $ 3 — % $ 123,536 $ 110,823 $ 12,713 11 % % of net revenue 13 % 17 % 15 % 17 % Selling, general and administrative expense remained flat at $38.5 million for the three months ended September 30, 2022, as compared to $38.5 million for the three months ended September 30, 2021. Selling, general and administrative expense increased $12.7 million to $123.5 million for the nine months ended September 30, 2022, as compared to $110.8 million for the nine months ended September 30, 2021. The increase was primarily due to increased headcount as well as increased acquisition and integration costs of $7.6 million. We expect selling, general and administrative expenses to increase in future years as we grow our sales and marketing organization to expand into existing and new markets. Restructuring Charges Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 $ Change % Change 2022 2021 $ Change % Change (dollars in thousands) (dollars in thousands) Restructuring charges $ 631 $ — $ 631 N/A $ 1,093 $ 2,204 $(1,111) (50)% % of net revenue — % — % — % — % Restructuring charges increased $0.6 million to $0.6 million for the three months ended September 30, 2022, compared to $0 for the three months ended September 30, 2021. Restructuring charges in the three months ended September 30, 2022 primarily consisted of $0.6 million of employee severance-related charges. Restructuring charges decreased $1.1 million to $1.1 million for the nine months ended September 30, 2022, compared to $2.2 million for the nine months ended September 30, 2021. Restructuring charges in the nine months ended September 30, 2022 consisted of $0.6 million of employee severance-related charges and $0.5 million of lease-related charges, which comprised impairment of leased right-of-use assets from partial abandonment of a facility. Restructuring charges in the nine months ended September 30, 2021 primarily included $1.3 million in employee severance-related charges and $0.6 million of lease-related charges, which comprised impairment of leased right-of-use assets and leasehold improvements. Loss on Extinguishment of Debt Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 $ Change % Change 2022 2021 $ Change % Change (dollars in thousands) (dollars in thousands) Loss on extinguishment of debt $ — $ — $ — N/A $ — $ (5,221) $5,221 (100)% % of net revenue — % — % — % (1) % Loss on extinguishment of debt in the nine months ended September 30, 2021 consists of the charge-off of remaining unamortized debt discount and issuance costs on debt under a prior term loan which we repaid early with proceeds from a new term loan in June 2021. 40 Table of Contents Interest and Other Income (Expense ) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 $ Change % Change 2022 2021 $ Change % Change (dollars in thousands) (dollars in thousands) Interest and other income (expense), net $ (7,354) $ (2,726) $ (4,628) 170 % $ (5,597) $ (11,296) $ 5,699 (50) % % of net revenue (3) % (1) % (1) % (2) % Interest and other income (expense), net changed by $4.6 million from a net expense of $2.7 million in the three months ended September 30, 2021 to a net expense of $7.4 million for the three months ended September 30, 2022. The change in interest and other income (expense), net was primarily due to the impact of a $4.6 million change in other income (expense), net, from expense of $0.1 million in the 2021 period to expense of $4.7 million in the 2022 period. The $4.6 million change in other income (expense), net primarily related to $5.3 million in unrealized holding loss on equity securities that are marked to market value on the balance sheet, partially offset by $0.5 million of foreign currency fluctuations. Interest and other income (expense), net changed by $5.7 million from a net expense of $11.3 million in the nine months ended September 30, 2021 to a net expense of $5.6 million for the nine months ended September 30, 2022. The change in interest and other income (expense), net was primarily due to the impact of a $3.1 million decrease in interest expense and a $2.5 million change in other income (expense), net, from expense of $0.7 million in the 2021 period to income of $1.7 million in the 2022 period. The $3.1 million decrease in interest expense primarily relates to a decrease in interest expense on outstanding debt, mostly related to a lower average balance of term loan debt outstanding. The $2.5 million change in other income (expense), net primarily related to $3.6 million impact from foreign currency fluctuations, partially offset by $1.4 million in net unrealized holding loss on equity securities that are marked to market value on the balance sheet. Income Tax Provision Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 $ Change % Change 2022 2021 $ Change % Change (dollars in thousands) (dollars in thousands) Income tax provision $ 16,186 $ 11,802 $ 4,384 37 % $ 39,525 $ 5,598 $ 33,927 606 % The income tax provision for the three months ended September 30, 2022 was $16.2 million compared to an income tax provision of $11.8 million for the three months ended September 30, 2021. The income tax provision for the nine months ended September 30, 2022 was $39.5 million compared to an income tax provision of $5.6 million for the nine months ended September 30, 2021. The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the nine months ended September 30, 2022 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including a tax on global intangible low-taxed income, stock based compensation, excess tax benefits related to stock-based compensation, release of uncertain tax positions under ASC 740-10, and release of the valuation allowance on certain federal research and development credits. The permanent tax item related to global intangible low-taxed income also reflects recent legislative changes requiring the capitalization of research and experimentation costs, as well as limitations on the creditability of certain foreign income taxes. The difference between our effective tax rate and the 21.0% U.S. federal statutory rate for the nine months ended September 30, 2021 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including the tax on global intangible low-taxed income, stock based compensation, excess tax benefits related to stock-based compensation, and release of certain reserves for uncertain tax positions under ASC 740-10. 41 Table of Contents We continue to maintain a valuation allowance to offset state and certain federal and foreign deferred tax assets, as realization of such assets does not meet the more-likely-than-not threshold required under accounting guidelines. In making such determination, we consider 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. Based upon our review of all positive and negative evidence, we continue to have a valuation allowance on state deferred tax assets, certain federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where we have cumulative losses or otherwise are not expected to utilize certain tax attributes. We do not incur income tax expense or benefit in certain tax-free jurisdictions in which we operate. Our subsidiary in Singapore operates under certain tax incentives in Singapore, which are effective through March 2027. Under these incentives, qualifying income derived from certain sales of our integrated circuits is taxed at a concessionary rate over the incentive period. We also receive a reduced withholding tax rate on certain intercompany royalty payments made by our Singapore subsidiary during the incentive period. We recorded a tax provision in the nine months ended September 30, 2022 at the incentive rate. In the nine months ended September 30, 2021, due to our Singapore net operating losses and a full valuation allowance in Singapore, the incentives did not have a material impact on our income tax provision. The incentives are conditional upon our meeting certain minimum employment and investment thresholds within Singapore over time, and we may be required to return certain tax benefits in the event we do not achieve compliance related to that incentive period. We currently believe that we will be able to satisfy these conditions without material risk. On August 9, 2022, the CHIPS and Science Act of 2022, or the CHIPS Act, was enacted in the United States. The CHIPS Act will provide financial incentives to the semiconductor industry which are primarily directed at manufacturing activities within the United States for qualifying property placed in service after December 31, 2022. As we currently outsource our manufacturing, the CHIPS Act is not expected to have a material impact to our consolidated tax provision for the year ending December 31, 2023. The Inflation Reduction Act of 2022, or IRA, was signed into law on August 16, 2022. The bill was meant to address the high inflation rate in the United States through various climate, energy, healthcare, and other incentives. These incentives are meant to be paid for by the tax provisions included in the IRA, such as a new 15 percent corporate minimum tax, a 1 percent new excise tax on stock buybacks, additional IRS funding to improve taxpayer compliance, and others. The IRA provisions are effective for tax years beginning after December 31, 2022. At this time, none of the IRA tax provisions are expected to have a material impact to our consolidated tax provision for the year ending December 31, 2023. We will continue to monitor updates to our business along with guidance issued with respect to both Acts to determine whether any adjustments are needed to our consolidated tax provision in future periods. Liquidity and Capital Resources As of September 30, 2022, we had cash and cash equivalents of $181.5 million, restricted cash of $1.0 million and net accounts receivable of $178.1 million. Additionally, as of September 30, 2022, our working capital was $211.7 million. Our primary uses of cash are to fund operating expenses and purchases of inventory, property and equipment, and from time to time, the acquisition of businesses. In May 2022, we entered into the Merger Agreement to acquire Silicon Motion. As described in Note 3 to our unaudited consolidated financial statements, the implied value of the total transaction consideration for Silicon Motion is approximately $4.3 billion. MaxLinear may fund up to $3.5 billion of cash consideration with cash on hand and fully committed debt financing from Wells Fargo Bank and other lenders. In June 2022, we entered into an amended and restated commitment letter with Wells Fargo Bank and other lenders pursuant to which, subject to the terms and conditions set forth therein, the lenders have committed to provide (i) a senior secured term B loan facility in an aggregate principal amount of up to $2.7375 billion (ii) a senior secured term A loan facility in an aggregate principal amount of up to $512.5 million and (iii) a senior secured revolving credit facility in an aggregate principal amount of up to $250.0 million. Funding of the Senior Secured Credit Facilities is contingent on customary conditions, including, but not limited to the consummation of the merger and execution of definitive loan agreements. A portion of the proceeds from the Senior Secured Credit Facilities will be used to repay our existing debt in full. We also use cash to pay down outstanding debt, repurchase our common stock under our stock repurchase plan, and from time to time, make investments. As of September 30, 2022, $175.0 million of principal was outstanding under a senior secured term B loan facility or the “Initial Term Loan under the June 23, 2021 Credit Agreement.” The Company also has available a senior secured revolving credit facility, in an aggregate principal amount of up to $100.0 million which remained undrawn as of 42 Table of Contents September 30, 2022. 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. Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement has amortized 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 June 23, 2028. Heightened volatility, global semiconductor supply shortages, and uncertainty in customer demand and the worldwide economy in general continues to impact business and financial markets as a result of the COVID-19 pandemic and may be further exacerbated by the impacts of high inflation, and we may experience decreased sales and revenues in the near future. 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 we pursue additional acquisitions. Our future capital requirements will depend on many factors, including changes in revenue, the expansion of our engineering, sales and marketing activities, the timing and extent of our expansion into new territories, the timing of introductions of new products and enhancements to existing products, the continuing market acceptance of our products, our pending merger with Silicon Motion, and any other potential material investments in, or acquisitions of, complementary businesses, services or technologies. Additional funds may not be available on terms favorable to us or at all. If we are unable to raise additional funds when needed, we may not be able to sustain our operations or execute our strategic plans. Our cash and cash equivalents are impacted by the timing of when we pay expenses as reflected in the change in our outstanding accounts payable and accrued expenses. Cash used to fund operating expenses in our consolidated statements of cash flows excludes the impact of non-cash items such as amortization and depreciation of acquired intangible assets and leased right-of-use assets and property and equipment, stock-based compensation, impairment of leased right-of-use assets and related leasehold improvements and unrealized holding gains or losses on marketable equity securities. Cash used to fund capital purchases and acquisitions of businesses and investments are included in investing activities in our consolidated statements of cash flows. Cash proceeds from issuance of common stock and debt and cash used to pay down outstanding debt or repurchase common stock are included in financing activities in our consolidated statements of cash flows. As of September 30, 2022, our material cash requirements include long-term debt, non-cancelable operating leases, inventory purchase obligations and other obligations, which primarily consist of contractual payments due for computer-aided design software, as follows: Payments due Total Less than 1 year 1-3 years 3-5 years More than 5 years (in thousands) Long-term debt obligations $ 175,000 $ — $ — $ — $ 175,000 Operating lease obligations 38,031 2,828 19,134 12,121 3,948 Inventory purchase obligations 175,483 142,995 32,488 — — Other obligations 34,090 14,046 19,935 109 — Total $ 422,604 $ 159,869 $ 71,557 $ 12,230 $ 178,948 Our planned capital expenditures as of September 30, 2022 were not material. Our consolidated balance sheet at September 30, 2022 included $5.8 million in other long-term liabilities for uncertain tax positions, some of which may result in cash payment. The future payments related to uncertain tax positions recorded as other long-term liabilities have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities. Our primary sources of cash are cash receipts on accounts receivable from our shipment of products to distributors and direct customers. Aside from the amounts billed to our customers, net cash collections of accounts receivable are impacted by the efficiency of our cash collections process, which can vary from period to period depending on the payment cycles of our major distributor customers, and relative linearity of shipments period-to-period. The June 23, 2021 Credit Agreement, under which we entered into a senior secured term B loan facility and a revolving credit facility, permits us 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” (as defined in such agreement), 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. 43 Table of Contents Following is a summary of our working capital, cash and cash equivalents, and restricted cash for the periods indicated: September 30, 2022 December 31, 2021 (in thousands) Working capital $ 211,657 $ 196,709 Cash and cash equivalents $ 181,496 $ 130,572 Short-term restricted cash 971 105 Long-term restricted cash 26 1,061 Total cash, cash equivalents, and restricted cash $ 182,493 $ 131,738 Following is a summary of our cash flows provided by (used in) operating activities, investing activities and financing activities for the periods indicated: Nine Months Ended September 30, 2022 2021 (in thousands) Net cash provided by operating activities $ 319,369 $ 152,200 Net cash used in investing activities (74,390) (73,550) Net cash used in financing activities (191,824) (56,897) Effect of exchange rate changes on cash, cash equivalents and restricted cash (2,400) (1,233) Increase in cash, cash equivalents and restricted cash $ 50,755 $ 20,520 Cash Flows from Operating Activities Net cash provided by operating activities was $319.4 million for the nine months ended September 30, 2022. Net cash provided by operating activities consisted of positive impact of net income of $94.0 million, non-cash items of $120.3 million, and changes in operating assets and liabilities of $91.5 million and excess tax benefits and deferred income taxes totaling $13.6 million. Non-cash items included in net income for the nine months ended September 30, 2022 primarily consisted of depreciation and amortization of property, equipment, acquired intangible assets and leased right-of-use assets of $61.9 million and stock-based compensation of $58.2 million. Net cash provided by operating activities was $152.2 million for the nine months ended September 30, 2021. Net cash provided by operating activities consisted of positive impact of net income of $13.8 million, non-cash items of $119.8 million, and changes in operating assets and liabilities of $22.6 million, partially offset by excess tax benefits and deferred income taxes totaling $4.0 million. Non-cash items included in net income for the nine months ended September 30, 2021 primarily consisted of depreciation and amortization of property, equipment, acquired intangible assets and leased right-of-use assets of $67.4 million, stock-based compensation of $42.9 million, loss on extinguishment of debt of $5.2 million and amortization of issuance costs and discounts on debt and leases of $2.6 million. Cash Flows from Investing Activities Net cash used in investing activities was $74.4 million for the nine months ended September 30, 2022 and consisted of purchases of investments of $29.3 million, purchases of property and equipment of $24.6 million, purchases of intangible assets of $10.4 million, and proceeds loaned under notes receivable of $10.0 million. Net cash used in investing activities was $73.6 million for the nine months ended September 30, 2021 and consisted of $35.0 million in payments of purchase price that were previously deferred from our 2020 acquisition of NanoSemi, $26.9 million in purchases of property and equipment, $6.6 million in purchases of intangible assets, and $5.0 million in purchases of long-term investments in a private entity. 44 Table of Contents Cash Flows from Financing Activities Net cash used in financing activities was $191.8 million for the nine months ended September 30, 2022. Net cash used in financing activities consisted primarily of repayments of debt of $135.0 million, common stock repurchases of $31.5 million, and minimum tax withholding paid on behalf of employees for restricted stock units of $28.5 million, partially offset by $3.2 million in net proceeds from issuance of our common stock upon exercise of stock options and purchases made under our employee stock purchase plan. Net cash used in financing activities was $56.9 million for the nine months ended September 30, 2021. Net cash used in financing activities consisted primarily of $389.8 million in repayments of debt, $11.1 million in minimum tax withholding paid on behalf of employees for restricted stock units, $8.1 million in common stock repurchases, $4.1 million in debt issuance costs, partially offset by cash inflows from net proceeds from the issuance of debt of $350.0 million and from issuance of common stock upon exercise of stock options of $6.3 million. We believe that our $181.5 million of cash and cash equivalents at September 30, 2022 will be sufficient to fund our projected operating requirements for at least the next twelve months, excluding anticipated cash expenditures for the pending merger and related integration costs which will be financed primarily through additional debt under the Senior Secured Credit Facilities. As of September 30, 2022, our indebtedness totaled $175.0 million, which consists of outstanding principal under the Initial Term Loan under the June 23, 2021 Credit Agreement. Upon consummation of our merger with Silicon Motion and execution of related merger financing agreements, we expect that a portion of the proceeds from the Senior Secured Credit Facilities associated with the merger, described in more detail above, will be used to repay our existing indebtedness in full, and our indebtedness may increase up to $3.5 billion under the Senior Secured Credit Facilities. The June 23, 2021 Credit Agreement also provides the Company with the Revolving Facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of September 30, 2022. The Initial Term Loan under the June 23, 2021 Credit Agreement has a seven-year term expiring in June 2028 and 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 amortizes in equal quarterly installments equal to 0.25% of the original principal amount, with the balance payable at maturity on June 23, 2028. 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. Our cash and cash equivalents in recent years have been favorably affected by our implementation of an equity-based bonus program for our employees, including executives. In connection with that bonus program, in February 2022, we issued 0.5 million freely-tradable (subject to restrictions for affiliates) shares of our common stock in settlement of bonus awards for the 2021 performance period. We expect to implement a similar equity-based plan for fiscal 2022, but our compensation committee retains discretion to effect payment in cash, stock, or a combination of cash and stock.