What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-10-23 compared with 2024-07-24 · 230 added, 219 removed, 950 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except par value amounts)

September 30,

2024 December 31,

32 unchanged sentences

550,000 shares authorized;

83,898 shares issued and outstanding at June 30, 2024 and 81,818 shares issued and outstanding December 31, 2023

84,362 shares issued and outstanding at September 30, 2024 and 81,818 shares issued and outstanding December 31, 2023

Additional paid-in capital 866,603 808,575

7 unchanged sentences

in thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

13 unchanged sentences

Total other income (expense), net ( 15,755 ) ( 23,700 ) ( 15,716 ) ( 24,701 )

Income (loss) before income taxes ( 41,326 ) ( 4,760 ) ( 115,397 ) 20,339

Loss before income taxes ( 82,498 ) ( 41,518 ) ( 197,895 ) ( 21,179 )

Income tax provision (benefit) ( 6,713 ) ( 1,689 ) ( 10,535 ) 13,468

Net income (loss) $ ( 39,266 ) $ ( 4,351 ) $ ( 111,575 ) $ 5,182

Net income (loss) per share:

Net loss $ ( 75,785 ) $ ( 39,829 ) $ ( 187,360 ) $ ( 34,647 )

Net loss per share:

Basic $ ( 0.90 ) $ ( 0.49 ) $ ( 2.25 ) $ ( 0.43 )

Diluted $ ( 0.90 ) $ ( 0.49 ) $ ( 2.25 ) $ ( 0.43 )

Shares used to compute net income (loss) per share:

Shares used to compute net loss per share:

Basic 84,074 81,249 83,303 80,395

2 unchanged sentences

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net income (loss) $ ( 39,266 ) $ ( 4,351 ) $ ( 111,575 ) $ 5,182

Other comprehensive loss, net of tax:

Foreign currency translation adjustments, net of tax benefit of $ 78 and $ 127 for the three and six months ended June 30, 2024, respectively, and net of tax benefit of $ 94 and $ 165 for the three and six months ended June 30, 2023, respectively

Net loss $ ( 75,785 ) $ ( 39,829 ) $ ( 187,360 ) $ ( 34,647 )

Foreign currency translation adjustments, net of tax benefit of $ 42 and $ 169 for the three and nine months ended September 30, 2024, respectively, and net of tax benefit of $ 64 and $ 229 for the three and nine months ended September 30, 2023, respectively

2,664 ( 1,855 ) ( 61 ) ( 3,125 )

Total comprehensive income (loss) $ ( 40,209 ) $ ( 5,429 ) $ ( 114,300 ) $ 3,912

Reclassification adjustments of unrealized gain (loss) on pension and other defined benefit plans — ( 3,792 ) — ( 3,792 )

Total comprehensive loss $ ( 73,121 ) $ ( 45,476 ) $ ( 187,421 ) $ ( 41,564 )

See accompanying notes.

1 unchanged sentence

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FISCAL QUARTERS ENDED JUNE 30, 2024

FISCAL QUARTERS ENDED SEPTEMBER 30, 2024

in thousands)

18 unchanged sentences

Balance at June 30, 2024 83,898 8 853,865 ( 6,516 ) ( 230,102 ) 617,255

Common stock issued pursuant to equity awards, net 464 — ( 56 ) — — ( 56 )

Stock-based compensation — — 12,794 — — 12,794

Other comprehensive income — — — 2,664 — 2,664

Net loss — — — — ( 75,785 ) ( 75,785 )

Balance at September 30, 2024 84,362 $ 8 $ 866,603 $ ( 3,852 ) $ ( 305,887 ) $ 556,872

MAXLINEAR, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FISCAL QUARTERS ENDED JUNE 30, 2023

FISCAL QUARTERS ENDED SEPTEMBER 30, 2023

in thousands)

18 unchanged sentences

Balance at June 30, 2023 80,930 8 788,528 ( 2,291 ) ( 40,198 ) 746,047

Common stock issued pursuant to equity awards, net 631 — ( 3,017 ) — — ( 3,017 )

Stock-based compensation — — 5,123 — — 5,123

Other comprehensive loss — — — ( 5,647 ) — ( 5,647 )

Net loss — — — — ( 39,829 ) ( 39,829 )

Balance at September 30, 2023 81,561 $ 8 $ 790,634 $ ( 7,938 ) $ ( 80,027 ) $ 702,677

See accompanying notes.

2 unchanged sentences

in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

Net income (loss) $ ( 111,575 ) $ 5,182

Adjustments to reconcile net income (loss) to cash provided by operating activities:

Net loss $ ( 187,360 ) $ ( 34,647 )

Adjustments to reconcile net loss to cash provided by operating activities:

Amortization and depreciation 42,426 54,923

Impairment losses — 2,438

Impairment of intangible assets 1,237 2,438

Impairment of investments and other assets 14,000 —

Amortization of debt issuance costs and accretion of discounts 1,990 1,858

2 unchanged sentences

Loss on disposal of property and equipment 1,068 2,057

Unrealized holding gain on investments — ( 1,959 )

Unrealized holding loss on investments — 3,917

Impairment of leased right-of-use assets 3,415 —

Gain on extinguishment of lease liabilities ( 554 ) —

(Gain) loss on foreign currency ( 1,366 ) 153

Gain on settlement of pension — ( 1,008 )

Loss on foreign currency 973 140

Excess tax (benefits) deficiencies on stock-based awards ( 2,988 ) ( 529 )

8 unchanged sentences

Other long-term liabilities 4,315 ( 557 )

Net cash provided by operating activities 13,274 72,737

Net cash provided by (used in) operating activities ( 17,457 ) 59,945

Investing Activities

4 unchanged sentences

Financing Activities

Payment of debt commitment fees — ( 18,325 )

Net proceeds from issuance of common stock 1,579 3,168

2 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 824 ) ( 1,861 )

Increase (decrease) in cash, cash equivalents and restricted cash ( 2,219 ) 37,286

Decrease in cash, cash equivalents and restricted cash ( 38,864 ) ( 205 )

Cash, cash equivalents and restricted cash at beginning of period 188,356 188,357

28 unchanged sentences

The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission, or the SEC, on January 31, 2024, or the Annual Report.

Interim results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.

Interim results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.

The functional currency of certain foreign subsidiaries is the local currency.

6 unchanged sentences

Actual results could differ from those estimates.

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 July 24, 2024, the issuance date of this Quarterly Report on Form 10-Q.

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 October 23, 2024, the issuance date of this Quarterly Report on Form 10-Q.

Actual results could differ from those estimates.

73 unchanged sentences

variable consideration may be constrained but is continuously monitored and recognized as revenue when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and the uncertainty associated with the variable consideration is resolved.

The Company recognized a material amount of variable consideration during the six months ended June 30, 2024 as uncertainties related to such consideration were resolved.

During the three months ended June 30, 2024, there was no variable consideration recognized related to resolution of uncertainties related to such consideration.

The Company recognized a material amount of variable consideration during the nine months ended September 30, 2024 as uncertainties related to such consideration were resolved.

During the three months ended September 30, 2024, there was no variable consideration recognized related to resolution of uncertainties related to such consideration.

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.

51 unchanged sentences

Both of these types of income are reflected as a credit to research and development expense when such income has been earned and any contingencies associated with retaining such income have been resolved.

In the three months ended June 30, 2024 and 2023, the Company recognized aggregate income from government grants of approximately $ 1.5 million and $ 1.0 million, respectively.

During the six months ended June 30, 2024 and 2023, the Company recognized aggregate income from government grants of approximately $ 2.4 million and $ 9.9 million, respectively.

In the three months ended September 30, 2024 and 2023, the Company recognized aggregate income from jointly funded R&D projects and government grants of approximately $ 0.6 million and $ 1.4 million, respectively.

During the nine months ended September 30, 2024 and 2023, the Company recognized aggregate income from jointly funded R&D projects and government grants of approximately $ 3.1 million and $ 11.3 million, respectively.

While the Company retains ownership and rights to the underlying technology developed under the joint development projects, the Company may be required to repay all or a portion of the funds provided by the other parties under certain conditions, and defers such funds as liabilities until the repayment conditions have been resolved (Note 15).

12 unchanged sentences

As the Company’s leased right-of-use assets primarily relate to facility leases, early abandonment of all or part of a 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.

If impairment indicators are present, the Company tests whether the carrying amount of the leased right-of-use

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

asset is recoverable including consideration of sublease income, and if not recoverable, measures impairment loss for the right-of-use asset or asset group.

Pension and Other Defined Benefit Retirement Obligations

56 unchanged sentences

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.

Basic earnings per share, or EPS, is calculated by dividing net 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 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, stock options and restricted stock units are considered to be common stock equivalents and are only included in the calculation of diluted EPS when their effect is dilutive.

3 unchanged sentences

The table below presents the computation of basic and diluted EPS:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

(in thousands, except per share amounts)

Net income (loss) $ ( 39,266 ) $ ( 4,351 ) $ ( 111,575 ) $ 5,182

Net loss $ ( 75,785 ) $ ( 39,829 ) $ ( 187,360 ) $ ( 34,647 )

Weighted average common shares outstanding—basic 84,074 81,249 83,303 80,395

1 unchanged sentence

Weighted average common shares outstanding—diluted 84,074 81,249 83,303 80,395

Net income (loss) per share:

Net loss per share:

Basic $ ( 0.90 ) $ ( 0.49 ) $ ( 2.25 ) $ ( 0.43 )

Diluted $ ( 0.90 ) $ ( 0.49 ) $ ( 2.25 ) $ ( 0.43 )

For the three months ended June 30, 2024 and 2023, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 6.0 million and 5.4 million, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

For the six months ended June 30, 2024 and 2023, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 6.3 million and 3.2 million, respectively, from the calculation of diluted net income (loss) per share due to their anti-dilutive nature.

For the three months ended September 30, 2024 and 2023, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 6.0 million and 4.9 million, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

For the nine months ended September 30, 2024 and 2023, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 6.2 million and 4.8 million, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

Business Combinations

15 unchanged sentences

The transaction consideration included $ 9.8 million in cash.

In addition, Company Y stockholders are eligible to receive $ 2.6 million in consideration due to the acquired business satisfying certain personnel objectives by June 17, 2024.

In addition, Company Y stockholders are eligible to receive up to $ 2.6 million in consideration due to the acquired business satisfying certain personnel objectives by June 17, 2024.

Company Y is headquartered in Bangalore, India and operates as a provider of engineering design services.

18 unchanged sentences

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.

Goodwill recorded in connection with Company Y was $ 11.7 million as of June 30, 2024.

Goodwill recorded in connection with Company Y was $ 11.8 million as of September 30, 2024.

The Company does not expect to deduct any of the acquired goodwill for tax purposes.

4 unchanged sentences

Such restructuring plans may include terminating employees, vacating certain leased facilities, and cancellation of contracts.

Restructuring costs in the nine months ended September 30, 2024 included costs pertaining to restructuring plans initiated in 2023 and 2024 as described below.

In July 2024, the Company initiated a reduction of its workforce, or the 2024 Workforce Reduction.

In the three and nine months ended September 30, 2024, the Company incurred $ 26.8 million in restructuring costs pertaining to the 2024 Workforce Reduction, which included $ 17.0 million in charges under contracts associated with cancelled projects and related impairment of assets, $ 9.1 million in severance costs and related expenses, and $ 0.7 million from exiting facilities.

During the year ended December 31, 2023, the Company entered into restructuring plans to reduce its workforce, or the 2023 Workforce Reductions.

In the year ended December 31, 2023, the Company incurred $ 19.8 million in restructuring costs primarily related to severance costs and related expenses.

In the six months ended June 30, 2024, the Company completed notification to remaining affected employees of the 2023 Workforce Reductions, and incurred $ 23.5 million in restructuring costs, or a cumulative total of $ 43.3 million.

Restructuring costs in the six months ended June 30, 2024 included $ 19.8 million in severance costs and related expenses, substantially all of which pertained to statutory severance benefits in the jurisdictions in which the terminated employees were employed, and $ 3.7 million in non-cash charges related to exiting facilities and writing off of assets.

The Company does not expect to incur a material amount of additional restructuring costs associated with these restructuring plans.

In the nine months ended September 30, 2024, the Company completed notification to remaining affected employees of the 2023 Workforce Reductions, and incurred $ 23.5 million in restructuring costs, including $ 19.8 million in severance and related costs, or a cumulative total of $ 43.3 million pertaining to the 2023 Workforce Reductions.

Substantially all of the severance and related costs incurred in the nine months ended September 30, 2024 related to the 2023 Workforce Reductions pertained to statutory severance benefits in the jurisdictions in which the terminated employees were employed.

The Company expects to incur additional restructuring costs associated with the 2023 Workforce Reductions and 2024 Workforce Reduction of approximately $ 3.0 million to $ 5.0 million, which is expected to pertain to severance due to statutory requirements in the jurisdictions in which the terminated employees were employed, as well as exiting facilities.

The Company expects to complete notifications to employees regarding the 2024 Workforce Reduction and finalize its plans to exit facilities by the end of 2024.

The estimate of costs that the Company expects to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ.

The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the 2023 Workforce Reductions and 2024 Workforce Reduction.

All statements other than statements of historical facts contained in the paragraphs above are forward-looking statements including statements relating to the Company’s plans, expectations, forecasts and future events.

Such forward-looking statements include, but are not limited to, the potential of, and expectations regarding the Company’s statements relating to the expected impacts, charges and costs associated with the 2023 Workforce Reductions and 2024 Workforce Reduction that the Company expects to incur.

The following table presents the activity related to the restructuring plans, which is included in restructuring charges in the consolidated statements of operations:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

4 unchanged sentences

$ 26,828 $ 54 $ 50,323 $ 9,138

The following table presents a roll-forward of the Company’s restructuring liability for the six months ended June 30, 2024.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents a roll-forward of the Company’s restructuring liability for the nine months ended September 30, 2024.

The restructuring liability is included in accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets.

5 unchanged sentences

Non-cash charges and adjustments 967 ( 3,419 ) ( 3,406 ) ( 5,858 )

Liability as of June 30, 2024 10,551 35 237 10,823

current portion as of June 30, 2024 ( 10,551 ) ( 35 ) ( 237 ) ( 10,823 )

Long-term portion as of June 30, 2024 $ — $ — $ — $ —

Liability as of September 30, 2024 6,800 35 14,392 21,227

current portion as of September 30, 2024 ( 6,800 ) ( 35 ) ( 8,775 ) ( 15,610 )

Long-term portion as of September 30, 2024 $ — $ — $ 5,617 $ 5,617

MAXLINEAR, INC.

4 unchanged sentences

The following table presents the changes in the carrying amount of goodwill for the periods indicated:

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

6 unchanged sentences

In addition to its annual review, the Company performs a test of impairment when indicators of impairment are present.

During the six months ended June 30, 2024 and 2023, there were no indications of impairment of the Company’s goodwill balances.

During the nine months ended September 30, 2024 and 2023, there were no indications of impairment of the Company’s goodwill balances.

Acquired Intangibles

1 unchanged sentence

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:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

9 unchanged sentences

The following table sets forth amortization expense associated with finite-lived intangible assets, which is included in the consolidated statements of operations as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

6 unchanged sentences

The following table sets forth the activity related to finite-lived intangible assets:

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

8 unchanged sentences

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 three and six months ended June 30, 2024, and the three months ended June 30, 2023, no impairment losses related to finite-lived intangible assets were recognized.

During the six months ended June 30, 2023, impairment losses related to finite-lived intangible assets of $ 2.4 million were recognized.

The impairment losses were attributable to certain purchased licensed technology.

The following table presents future amortization of the Company’s finite-lived intangible assets at June 30, 2024:

During each of the three and nine months ended September 30, 2024, impairment losses related to finite-lived intangible assets of $ 1.2 million were recognized.

During the three and nine months ended September 30, 2023, impairment losses related to finite-lived intangible assets of $ 0 and $ 2.4 million were recognized, respectively.

The impairment losses were attributable to abandonment of certain purchased licensed technology.

The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2024:

(in thousands)

6 unchanged sentences

The composition of financial instruments is as follows:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in thousands)

7 unchanged sentences

The Company classifies its financial instruments that are categorized within Level 1 or Level 2 of the fair value hierarchy on the basis of valuations using quoted market prices or alternate pricing sources and models utilizing market observable inputs, respectively.

The contingent consideration liability as of June 30, 2024 and December 31, 2023 is associated with the Company’s acquisition of Company Y in January 2023 (Note 3).

The contingent consideration liability as of September 30, 2024 and December 31, 2023 is associated with the Company’s acquisition of Company Y in January 2023 (Note 3).

The contingent consideration liability is classified as a Level 3 financial instrument.

2 unchanged sentences

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.

Fair Value Measurements at June 30, 2024

June 30, 2024 Quoted Prices

Fair Value Measurements at September 30, 2024

September 30, 2024 Quoted Prices

Identical Assets

13 unchanged sentences

The following summarizes the activity in Level 3 financial instruments:

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

8 unchanged sentences

_____________________

(1) These changes to the balance associated with the estimated fair value of contingent consideration for the six months ended June 30, 2024 and 2023 were due to the addition of contingent consideration associated with the acquisition of Company Y in January 2023 and accretion of discounts on contingent consideration.

(1) These changes to the balance associated with the estimated fair value of contingent consideration for the nine months ended September 30, 2024 and 2023 were due to the addition of contingent consideration associated with the acquisition of Company Y in January 2023 and accretion of discounts on contingent consideration.

There were no transfers between Level 1, Level 2, or Level 3 fair value hierarchy categories of financial instruments.

for the six months ended June 30, 2024.

for the nine months ended September 30, 2024.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

3 unchanged sentences

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).

Included in other long-term assets are investments in privately held entities of $ 11.8 million as of June 30, 2024 and December 31, 2023.

The Company does not have the ability to exercise significant influence or control over such entity and has accounted for the investments as financial instruments.

Given that fair values for such investments are not readily determinable, the Company is electing to measure these investments 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.

Included in other long-term assets as of December 31, 2023 were investments in a privately held entity of $ 11.8 million, which were impaired in the three months ended September 30, 2024.

The Company does not have the ability to exercise significant influence or control over such entity and had accounted for the investments as financial instruments.

Given that fair values for such investments were not readily determinable, the Company had elected to measure these investments 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.

The impairment loss of $ 11.8 million is included in other expense in the consolidated statement of operations for the three and nine months ended September 30, 2024.

Balance Sheet Details

Cash, cash equivalents and restricted cash consist of the following:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in thousands)

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 149,492 $ 188,356

As of June 30, 2024 and December 31, 2023, cash and cash equivalents included money market funds of approximately $ 112.4 million and $ 78.1 million, respectively.

As of June 30, 2024 and December 31, 2023, the Company had restricted cash of approximately $ 1.0 million and $ 1.1 million, respectively.

As of September 30, 2024 and December 31, 2023, cash and cash equivalents included money market funds of approximately $ 103.3 million and $ 78.1 million, respectively.

As of September 30, 2024 and December 31, 2023, the Company had restricted cash of approximately $ 1.0 million and $ 1.1 million, respectively.

The cash is restricted in connection with guarantees for certain import duties and office leases.

2 unchanged sentences

Inventory consists of the following:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in thousands)

3 unchanged sentences

Property and equipment, net consists of the following:

(in Years) June 30, 2024 December 31, 2023

(in Years) September 30, 2024 December 31, 2023

(in thousands)

10 unchanged sentences

$ 63,493 $ 66,431

Depreciation expense for the three months ended June 30, 2024 and 2023 was $ 5.7 million and $ 6.5 million, respectively.

Depreciation expense for the six months ended June 30, 2024 and 2023 was $ 11.2 million and $ 12.9 million, respectively.

Depreciation expense for the three months ended September 30, 2024 and 2023 was $ 5.8 million and $ 5.6 million, respectively.

Depreciation expense for the nine months ended September 30, 2024 and 2023 was $ 17.0 million and $ 18.5 million, respectively.

In March 2022, the Company entered into a note receivable with a supplier for $ 10.0 million.

In September 2023, the terms of this note receivable were renegotiated, and the first initial repayment of $ 1.5 million is now due by March 31, 2025, and annual repayments of $ 1.7 million per year are due annually thereafter by March 31, from 2026 through 2030, provided that certain production utilization targets for the prior year are met.

The long-term portion of the note receivable is included in other long-term assets as of June 30, 2024 and December 31, 2023, respectively, and the current portion due of $ 1.5 million is included in other current assets as of June 30, 2024.

In September 2023, the terms of this note receivable were renegotiated, and the first initial repayment of $ 1.5 million is due by March 31, 2025, and annual repayments of $ 1.7 million per year are due annually thereafter by March 31, from 2026 through 2030, provided that certain production utilization targets for the prior year are met.

During the three months ended September 30, 2024, a portion of the note receivable, or $ 0.5 million, was written off to other expense in the consolidated statement of operations.

The amount written off represents the portion of the payment associated with production utilization that is anticipated to be less than target.

The balance of the note receivable has been classified as a long-term asset based on expected timing of receipt of repayment.

The long-term portion of the note receivable is included in other long-term assets as of September 30, 2024 and December 31, 2023, respectively.

Previously, repayments of $ 2.0 million per year were due annually by March 31, in years 2024 through 2027.

Accrued price protection liability consists of the following activity:

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

1 unchanged sentence

Charged as a reduction of revenue 42,042 50,092

Reversal of unclaimed rebates ( 15,272 ) —

Payments ( 53,982 ) ( 91,723 )

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The decrease in price protection liability from approximately $ 71.7 million as of December 31, 2023 to approximately $ 61.6 million as of June 30, 2024 was driven by increased sell-through activity by distributors to their end customers.

The decrease in price protection liability from approximately $ 71.7 million as of December 31, 2023 to approximately $ 44.5 million as of September 30, 2024 was driven by payments of rebates as well as reversal of unclaimed rebates due to expiration of rebate pricing.

Accrued expenses and other current liabilities consist of the following:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in thousands)

18 unchanged sentences

Other comprehensive loss before reclassifications, net of tax ( 61 ) — ( 61 )

Balance at June 30, 2024 $ ( 7,784 ) $ 1,268 $ ( 6,516 )

Balance at September 30, 2024 $ ( 5,120 ) $ 1,268 $ ( 3,852 )

The carrying amount of the Company’s long-term debt consists of the following:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in thousands)

9 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and December 31, 2023, the weighted average effective interest rate on aggregate debt was approximately 7.9 % and 7.6 %, respectively.

During the three months ended June 30, 2024 and 2023, the Company recognized total amortization of debt discount and debt issuance costs of $ 0.2 million and $ 0.2 million, respectively, to interest expense.

During the six months ended June 30, 2024 and 2023, the Company recognized total amortization of debt discount and debt issuance costs of $ 0.3 million and $ 0.3 million.

The approximate aggregate fair value of the term loans outstanding as of June 30, 2024 and December 31, 2023 was $ 115.0 million and $ 114.5 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 (Note 6).

As of June 30, 2024, the outstanding principal balance of $ 125.0 million is due in full on June 23, 2028, upon maturity of the loan.

As of September 30, 2024 and December 31, 2023, the weighted average effective interest rate on aggregate debt was approximately 7.9 % and 7.6 %, respectively.

During the three months ended September 30, 2024 and 2023, the Company recognized total amortization of debt discount and debt issuance costs of $ 0.2 million and $ 0.2 million, respectively, to interest expense.

During the nine months ended September 30, 2024 and 2023, the Company recognized total amortization of debt discount and debt issuance costs of $ 0.5 million and $ 0.5 million.

The approximate aggregate fair value of the term loans outstanding as of September 30, 2024 and December 31, 2023 was $ 115.7 million and $ 114.5 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 (Note 6).

As of September 30, 2024, the outstanding principal balance of $ 125.0 million is due in full on June 23, 2028, upon maturity of the loan.

Initial Term Loan and Revolving Facility under the June 23, 2021 Credit Agreement

3 unchanged sentences

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 June 30, 2024, the Revolving Facility was undrawn.

As of September 30, 2024, the Revolving Facility was undrawn.

Under the terminated amended and restated commitment letter with Wells Fargo Bank and other lenders entered into in connection with the previously pending (now terminated) merger with Silicon Motion (Note 3), the Company had expected to repay the remaining outstanding term loans under this agreement upon closing of the merger.

19 unchanged sentences

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 June 30, 2024, the Company was in compliance with such covenants.

As of September 30, 2024, 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.

6 unchanged sentences

Employee Stock-Based Compensation Plans

At June 30, 2024, 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, and a newly adopted plan, the 2024 Inducement Equity Incentive Plan, or the Inducement Plan.

Refer to the Company’s Annual Report for a summary of the 2010 Plan and the ESPP as of December 31, 2023.

At September 30, 2024, 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, and the 2024 Inducement Equity Incentive Plan, or the Inducement Plan.

Refer to the Company’s Annual Report for a summary of the 2010 Plan and the ESPP.

On May 22, 2024, the Board of Directors adopted the Inducement Plan pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, and, subject to the adjustment provisions of the Inducement Plan, reserved 4,000,000 shares of the Company's common stock for issuance under equity awards granted under the Inducement Plan.

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024, the number of shares of common stock available for future issuance under the 2010 Plan was 15,881,163 shares.

As of June 30, 2024, the number of shares of common stock available for future issuance under the ESPP was 6,451,538 shares.

As of June 30, 2024, the number of shares of common stock available for future issuance under the Inducement Plan was 4,000,000 shares.

As of September 30, 2024, the number of shares of common stock available for future issuance under the 2010 Plan was 15,417,601 shares.

As of September 30, 2024, the number of shares of common stock available for future issuance under the ESPP was 6,451,538 shares.

As of September 30, 2024, the number of shares of common stock available for future issuance under the Inducement Plan was 4,000,000 shares.

Employee Incentive Bonus

3 unchanged sentences

In connection with the Company’s bonus programs, in February 2024, the Company issued 0.4 million freely-tradable (subject to certain restrictions for affiliates) shares of the Company’s common stock in settlement of bonus awards to employees, including executives, for the 2023 performance period.

At June 30, 2024, the Company has an accrual of $ 4.8 million for bonus awards for employees for year-to-date achievement in the 2024 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.

At September 30, 2024, the Company has an accrual of $ 3.5 million for bonus awards for employees for year-to-date achievement in the 2024 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.

1 unchanged sentence

The Company recognizes stock-based compensation in the consolidated statements of operations, based on the department to which the related employee reports, as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

4 unchanged sentences

$ 12,788 $ 5,118 $ 47,208 $ 38,763

The total unrecognized compensation cost related to unvested restricted stock units as of June 30, 2024 was $ 127.9 million, and the weighted average period over which these equity awards are expected to vest is 2.47 years.

The total unrecognized compensation cost related to unvested performance-based restricted stock units as of June 30, 2024 was $ 5.3 million, and the weighted average period over which these equity awards are expected to vest is 1.62 years.

The total unrecognized compensation cost related to unvested restricted stock units as of September 30, 2024 was $ 112.0 million, and the weighted average period over which these equity awards are expected to vest is 2.39 years.

The total unrecognized compensation cost related to unvested performance-based restricted stock units as of September 30, 2024 was $ 1.4 million, and the weighted average period over which these equity awards are expected to vest is 1.40 years.

Actual levels of future performance for the unvested periods may differ from current estimates.

The total unrecognized compensation cost related to unvested stock options as of June 30, 2024 was $ 28.8 million, and the weighted average period over which these equity awards are expected to vest is 3.64 years.

The total unrecognized compensation cost related to unvested stock options as of September 30, 2024 was $ 28.0 million, and the weighted average period over which these equity awards are expected to vest is 3.39 years.

MAXLINEAR, INC.

6 unchanged sentences

Vested ( 2,461 ) 29.44

Canceled ( 551 ) 38.39

Outstanding at June 30, 2024 5,848 $ 30.86

( 1,007 ) 38.32

Outstanding at September 30, 2024 5,109 $ 29.25

(1) Includes approximately 227 thousand shares granted under the Inducement Plan at a weighted-average grant-date fair value per share of $ 13.64 .

(2) Includes approximately 24 thousand shares canceled under the Inducement Plan at a weighted-average grant-date fair value per share of $ 12.46 .

Performance-Based Restricted Stock Units

2 unchanged sentences

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 June 30, 2024, achievement to date under the performance metrics specified in the respective award agreements are 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.

As of September 30, 2024, achievement to date under the performance metrics specified in the respective award agreements are 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.

To the extent any prior achievement levels are no longer probable, any compensation expense recorded is adjusted to the revised achievement levels.

5 unchanged sentences

Canceled ( 665 ) 41.74

Outstanding at June 30, 2024 3,465 $ 26.20

Outstanding at September 30, 2024 3,402 $ 25.93

________________

2 unchanged sentences

Employee Stock Purchase Rights

During the six months ended June 30, 2024 and 2023, there were 175,764 and 140,631 shares of common stock purchased under the ESPP at a weighted average price of $ 15.26 and $ 21.25 , respectively.

During the nine months ended September 30, 2024 and 2023, there were 175,764 and 140,631 shares of common stock purchased under the ESPP at a weighted average price of $ 15.26 and $ 21.25 , respectively.

MAXLINEAR, INC.

1 unchanged sentence

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:

Six Months Ended June 30,

Nine Months Ended September 30,

Weighted-average grant date fair value per share $ 5.78 - $ 6.35

18 unchanged sentences

Canceled ( 1 ) 23.75

Outstanding at June 30, 2024 3,023 $ 19.33 8.70 $ 5,884

Vested and expected to vest at June 30, 2024 2,785 $ 19.32 8.62 $ 5,447

Exercisable at June 30, 2024 335 $ 18.40 1.11 $ 965

Outstanding at September 30, 2024 3,023 $ 19.33 8.45 $ —

Vested and expected to vest at September 30, 2024 2,807 $ 19.32 8.38 $ —

Exercisable at September 30, 2024 335 $ 18.40 0.86 $ —

The fair values of stock options were estimated using the Black-Scholes option pricing model at their respective grant date using the following assumptions:

Six Months Ended June 30,

Nine Months Ended September 30,

Weighted-average grant date fair value per share $ 10.84 - $ 11.24

4 unchanged sentences

__________________

(1) No options were granted during the three months ended June 30, 2024, and during the six months ended June 30, 2023.

(1) No options were granted during the nine months ended September 30, 2023.

The risk-free interest rate assumption was based on the United States Treasury’s rates for U.S.

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The intrinsic value of stock options exercised was $ 0 and $ 0.1 million in the three months ended June 30, 2024 and 2023, respectively.

The intrinsic value of stock options exercised was $ 0.5 million and $ 0.2 million in the six months ended June 30, 2024 and 2023, respectively.

Cash received from exercise of stock options was negligible during each of the three and six months ended June 30, 2024 and 2023.

The tax benefit from stock options exercised was $ 0 and $ 0.1 million during the three months ended June 30, 2024 and 2023, respectively.

The tax benefit from stock options exercised was $ 0.8 million and $ 0.3 million during the six months ended June 30, 2024 and 2023, respectively.

The intrinsic value of stock options exercised was $ 0 and $ 47.0 thousand in the three months ended September 30, 2024 and 2023, respectively.

The intrinsic value of stock options exercised was $ 0.5 million and $ 0.2 million in the nine months ended September 30, 2024 and 2023, respectively.

Cash received from exercise of stock options was negligible during the three and nine months ended September 30, 2024.

Cash received from exercise of stock options was $ 0.1 million and $ 0.2 million during the three and nine months ended September 30, 2023, respectively.

The tax benefit from stock options exercised was $ 0 and $ 0.1 million during the three months ended September 30, 2024 and 2023, respectively.

The tax benefit from stock options exercised was $ 0.8 million and $ 0.4 million during the nine months ended September 30, 2024 and 2023, respectively.

The provision for income taxes primarily relates to projected federal, state, and foreign income taxes.

7 unchanged sentences

The Company does not incur expense or benefit in certain tax-free jurisdictions in which it operates.

The Company recorded an income tax benefit of $ 2.1 million in the three months ended June 30, 2024 and an income tax benefit of $ 0.4 million in the three months ended June 30, 2023.

The Company recorded an income tax benefit of $ 3.8 million in the six months ended June 30, 2024 and an income tax provision of $ 15.2 million in the six months ended June 30, 2023.

The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the six months ended June 30, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation, tax shortfalls related to stock-based compensation, and release of uncertain tax positions under ASC 740-10.

The Company recorded an income tax benefit of $ 6.7 million in the three months ended September 30, 2024 and an income tax benefit of $ 1.7 million in the three months ended September 30, 2023.

The Company recorded an income tax benefit of $ 10.5 million in the nine months ended September 30, 2024 and an income tax provision of $ 13.5 million in the nine months ended September 30, 2023.

The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the nine months ended September 30, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

The difference between the Company’s effective tax rate and the 21.0% U.S.

federal statutory rate for the six months ended June 30, 2023 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, and the release of uncertain tax positions under ASC 740-10.

federal statutory rate for the nine months ended September 30, 2023 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 the release of uncertain tax positions under ASC 740-10.

The permanent tax item related to global intangible low-taxed income also reflected the then recent legislative changes requiring the capitalization of research and experimentation costs, as well as limitations on the creditability of certain foreign income taxes.

3 unchanged sentences

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 six months ended June 30, 2024, the Company’s unrecognized tax benefits decreased by $ 0.3 million.

During the nine months ended September 30, 2024, the Company’s unrecognized tax benefits increased by $ 0.2 million.

The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

Accrued interest and penalties associated with uncertain tax positions as of June 30, 2024 were approximately $ 0.1 million and $ 4 thousand, respectively.

Accrued interest and penalties associated with uncertain tax positions as of September 30, 2024 were approximately $ 0.1 million and $ 4 thousand, respectively.

MAXLINEAR, INC.

1 unchanged sentence

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 June 30, 2024, the statutes of limitations for the assessment of federal, state, and foreign income taxes are closed for the years before 2020, 2019, and 2017, respectively.

At September 30, 2024, the statutes of limitations for the assessment of federal, state, and foreign income taxes are closed for the years before 2020, 2019, and 2017, respectively.

The Company’s subsidiary in Singapore operates under certain tax incentives in Singapore, which are generally effective 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.

The Company recorded income taxes in the six months ended June 30, 2024 and 2023 at the incentive rate.

The Company recorded a tax benefit in the nine months ended September 30, 2024 and 2023 at the incentive rate.

Concentration of Credit Risk, Significant Customers and Geographic Information

10 unchanged sentences

The Company makes periodic evaluations of the credit worthiness of its customers.

Customers comprising 10% or greater of net revenues for each of the periods presented are as follows:

Three Months Ended June 30, Six Months Ended June 30,

One customer comprised 10% or greater of net revenues for each of the periods presented,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

1 unchanged sentence

Customer A 25 % 11 % 13 % 11 %

Customer B * * * 11 %

Customer C 15 % * 10 % *

____________________________

* Represents less than 10% of the net revenue for the period presented.

The following table presents balances that are 10% or greater of accounts receivable, based on the Company’s billings to its customers.

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Percentage of gross accounts receivable

Customer D 24 % 33 %

Customer E 15 % 24 %

Customer F 18 % *

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Customer B 12 % 33 %

Customer C 18 % 24 %

Significant Suppliers

Suppliers comprising greater than 10% or greater of total inventory purchases are as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

5 unchanged sentences

* Represents less than 10% of total inventory purchases for the period presented.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Geographic Information

The Company’s consolidated net revenues by geographic area based on ship-to location are as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

6 unchanged sentences

The products shipped to individual countries or territories representing greater than 10% of net revenue for each of the periods presented are as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

2 unchanged sentences

China * * * 12 %

Germany * 10 % * *

Malaysia 12 % * * *

Taiwan, ROC * 10 % * *

Thailand 11 % * * *

____________________________

2 unchanged sentences

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 and Malaysia, 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 markets and North American markets.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Although a large percentage of the Company’s products is shipped to Asia, and in particular, Hong Kong and Thailand, 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 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):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Amount % of total Amount % of total

3 unchanged sentences

Total $ 462,661 100 % $ 489,913 100 %

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue from Contracts with Customers

1 unchanged sentence

The table below presents disaggregated net revenues by market (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

8 unchanged sentences

Total net revenue $ 81,102 $ 135,530 $ 268,361 $ 567,910

Revenues from sales through the Company’s distributors accounted for 55 % and 53 % of net revenue for the three months ended June 30, 2024 and 2023, respectively.

Revenues from sales through the Company’s distributors accounted for 45 % and 47 % of net revenue for the six months ended June 30, 2024 and 2023, respectively.

Revenue related to the sales of intellectual property recognized during the six months ended June 30, 2024 has been allocated by market based upon the usage of such intellectual property.

Revenues from sales through the Company’s distributors accounted for 35 % and 46 % of net revenue for the three months ended September 30, 2024 and 2023, respectively.

Revenues from sales through the Company’s distributors accounted for 42 % and 47 % of net revenue for the nine months ended September 30, 2024 and 2023, respectively.

Revenue related to the sales of intellectual property recognized during the nine months ended September 30, 2024 has been allocated by market based upon the usage of such intellectual property.

Contract Liabilities

As of June 30, 2024 and December 31, 2023, customer contract liabilities were approximately $ 2.6 million and $ 1.6 million, respectively, and consisted primarily of advanced payments received for which performance obligations have not been completed.

Revenue recognized in each of the six months ended June 30, 2024 and 2023 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 six months ended June 30, 2024 and 2023.

As of September 30, 2024 and December 31, 2023, customer contract liabilities were approximately $ 0.2 million and $ 1.6 million, respectively, and consisted primarily of advanced payments received for which performance obligations have not been completed.

Revenue recognized in each of the nine months ended September 30, 2024 and 2023 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 nine months ended September 30, 2024 and 2023.

Obligations to Customers for Price Adjustments and Returns and Assets for Right-of-Returns

As of June 30, 2024 and December 31, 2023, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $ 61.6 million and $ 71.7 million, respectively, and are included in accrued price protection liability in the consolidated balance sheets.

As of September 30, 2024 and December 31, 2023, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $ 44.5 million and $ 71.7 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 June 30, 2024 were $ 20.5 million and $ 0.1 million, respectively, and as of December 31, 2023 were $ 54.8 million and $ 0.3 million, respectively, and are included in accrued expenses and other current liabilities in the consolidated balance

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 September 30, 2024 were $ 20.6 million and $ 0.2 million, respectively, and as of December 31, 2023 were $ 54.8 million and $ 0.3 million, respectively, and are included in accrued expenses and other current liabilities in the consolidated balance sheets (Note 7).

The reason for the significant decrease in accrued obligations to customers for price adjustments from approximately $ 54.8 million as of December 31, 2023 to approximately $ 20.6 million as of September 30, 2024, was due to a significant decrease in sales to distributors which decreased the corresponding accrued obligations to such customers.

The increase or decrease in revenue for the three and nine months ended September 30, 2024 and 2023 from net changes in transaction prices for amounts included in obligations to customers for price adjustments and estimates of stock rotation returns to be claimed by distributors as of the beginning of those respective periods was not material.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

sheets (Note 7).

The reason for the significant decrease in accrued obligations to customers for price adjustments from approximately $ 54.8 million as of December 31, 2023 to approximately $ 20.5 million as of June 30, 2024, was due to a significant decrease in sales to distributors which decreased the corresponding accrued obligations to such customers.

The increase or decrease in revenue in each of the six months ended June 30, 2024 and 2023 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 June 30, 2024 and December 31, 2023, 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 $ 45 thousand and $ 0.1 million, respectively.

As of September 30, 2024 and December 31, 2023, 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 $ 58 thousand and $ 0.1 million, respectively.

Right of return assets are included in inventory in the consolidated balance sheets.

As of June 30, 2024 and December 31, 2023, there were no impairment losses recorded on customer accounts receivable.

As of September 30, 2024 and December 31, 2023, there were no impairment losses recorded on customer accounts receivable.

Operating Leases

2 unchanged sentences

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 June 30, 2024 and December 31, 2023, the weighted average discount rate for operating leases was 4.7 % and 4.6 %, respectively, and the weighted average remaining lease term for operating leases was 3.6 years and 3.9 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 June 30, 2024:

As of September 30, 2024 and December 31, 2023, the weighted average discount rate for operating leases was 4.9 % and 4.6 %, respectively, and the weighted average remaining lease term for operating leases was 3.4 years and 3.9 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 September 30, 2024:

Operating Leases

4 unchanged sentences

imputed interest ( 2,906 )

unrealized translation loss ( 2 )

Total lease liabilities 29,232

1 unchanged sentence

Long-term lease liabilities $ 19,433

Operating lease cost was $ 2.5 million and $ 2.5 million for the three months ended June 30, 2024 and 2023, respectively.

Operating lease cost was $ 5.1 million and $ 5.4 million for the six months ended June 30, 2024 and 2023, respectively.

Short-term lease costs for the six months ended June 30, 2024 and 2023 were not material.

There were $ 0.3 million and $ 12.0 million of right-of-use assets obtained in exchange for new lease liabilities for the three months ended June 30, 2024 and 2023, respectively.

There were $ 1.2 million and $ 12.2 million of right-of-use assets obtained in exchange for new lease liabilities for the six months ended June 30, 2024 and 2023, respectively.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating lease cost was $ 2.4 million and $ 2.7 million for the three months ended September 30, 2024 and 2023, respectively.

Operating lease cost was $ 7.5 million and $ 8.0 million for the nine months ended September 30, 2024 and 2023, respectively.

Short-term lease costs for the nine months ended September 30, 2024 and 2023 were not material.

There were $ 0 and $ 0 of right-of-use assets obtained in exchange for new lease liabilities for the three months ended September 30, 2024 and 2023, respectively.

There were $ 1.2 million and $ 12.2 million of right-of-use assets obtained in exchange for new lease liabilities for the nine months ended September 30, 2024 and 2023, respectively.

Employee Retirement Plans

3 unchanged sentences

The Company is not required to contribute, nor has it contributed, to the 401(k) Plan for any of the periods presented.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pension and Other Defined Benefit Retirement Obligations

The Company maintains defined benefit retirement plans, including a pension plan, in certain foreign jurisdictions.

As of June 30, 2024, the net defined benefit obligation, primarily related to other defined benefit plans, was $ 0.4 million.

As of September 30, 2024, the net defined benefit obligation, primarily related to other defined benefit plans, was $ 0.4 million.

As of December 31, 2023, the net defined benefit obligation was $ 1.4 million.

The benefit is based on a formula applied to eligible employee earnings.

Net periodic benefit costs were $ 48 thousand and $ 0.1 million for the three months ended June 30, 2024 and 2023, respectively, and were recorded to research and development expenses in the consolidated statements of operations.

Net periodic benefit costs were $ 0.2 million and $ 0.1 million for the six months ended June 30, 2024 and 2023, respectively, and were recorded to research and development expenses in the consolidated statements of operations.

Net periodic benefit costs were $ 45 thousand and $ 0.1 million for the three months ended September 30, 2024 and 2023, respectively, and were recorded to research and development expenses in the consolidated statements of operations.

Net periodic benefit costs were $ 0.2 million and $ 0.2 million for the nine months ended September 30, 2024 and 2023, respectively, and were recorded to research and development expenses in the consolidated statements of operations.

Commitments and Contingencies

Inventory Purchase and Other Contractual Obligations

As of June 30, 2024, future minimum payments under inventory purchase and other obligations are as follows:

As of September 30, 2024, future minimum payments under inventory purchase and other obligations are as follows:

Inventory Purchase Obligations Other Obligations Total

6 unchanged sentences

Jointly Funded Research and Development

From time to time, the Company enters 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, funds of $ 15.0 million received from the other parties as of June 30, 2024 have been deferred 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.

From time to time, the Company enters into contracts for jointly funded research and development projects to develop technology that may be commercialized into a product in the future and receives payments as milestones under the contracts are met.

If the Company is required to repay all or a portion of the funds provided by the other parties under certain conditions, the Company defers such funds in other-long term liabilities.

As of September 30, 2024, funds of $ 15.0 million received from the other parties have been deferred in other long-term liabilities.

The Company de-recognizes the liabilities when the contingencies associated with the repayment conditions have been resolved.

During the three and six months ended June 30, 2024 and 2023, the Company did not recognize any previously deferred amounts from other parties due to resolution of such repayment conditions.

During the three and nine months ended September 30, 2024 and 2023, the Company did not recognize income from any previously deferred amounts from other parties upon resolution of such repayment conditions.

Dispute with Silicon Motion

2 unchanged sentences

Silicon Motion’s position is that MaxLinear’s Willful and Material Breaches (as such term is defined in the Merger Agreement) of the Merger Agreement prevented the Merger from being completed by August 7, 2023, and that MaxLinear is consequently liable for substantial monetary damages in excess of the termination fee as provided in the Merger Agreement.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On October 5, 2023, Silicon Motion filed a Notice of Arbitration with the Singapore International Arbitration Centre alleging that MaxLinear breached the Merger Agreement.

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MaxLinear remains confident in its decision and will vigorously defend its right to terminate the Silicon Motion transaction without penalty.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Silicon Motion Stockholder Litigation

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23-cv-01607 (S.D.

Cal.), against MaxLinear and certain of its current officers.

The complaint includes two claims:

Cal.), against MaxLinear and certain of its current officers, alleging two claims:

(1) an alleged violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder;

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On December 20, 2023, the court appointed the lead plaintiffs, who filed the Consolidated Complaint on February 15, 2024.

The Consolidated Complaint alleges that the defendants made false and misleading statements and/or omitted material facts that MaxLinear had a duty to disclose, concerning the Company’s intention to close the merger with Silicon Motion, including that:

(i) MaxLinear had allegedly decided it would not consummate the merger because the economic circumstances surrounding the merger had materially changed, including a material downturn in the semiconductor industry and rising interest rates;

(ii) MaxLinear had allegedly determined to unilaterally terminate the merger in the event the merger was approved by Chinese antitrust regulators;

(iii) MaxLinear had allegedly intended to argue that certain conditions in Article 6 of the Merger Agreement had not been satisfied as required by May 5, 2023 as a basis to terminate the merger;

and (iv) as a result, MaxLinear had allegedly materially misrepresented the viability of the merger, the purported benefits of the merger, and the likelihood that the merger would be consummated.

The Consolidated Complaint seeks compensatory damages, including interest, costs and expenses and such other equitable or injunctive relief that the court deems appropriate.

MaxLinear will vigorously defend its position.

Defendants filed a motion to dismiss the Consolidated Complaint on March 29, 2024 and Plaintiffs’ filed an opposition on May 13, 2024.

Defendants filed a reply in support of the motion to dismiss on June 14, 2024.

The Consolidated Complaint alleged that the defendants made false and misleading statements and/or omitted material facts that MaxLinear had a duty to disclose, concerning the Company’s intention to close the merger with Silicon Motion.

On August 28, 2024, the court granted the defendants a motion to dismiss, holding that the plaintiffs lacked standing to sue MaxLinear and its officers.

The case was dismissed without prejudice.

On September 18, 2024, the plaintiffs filed an Amended Consolidated Complaint (the "Amended Complaint").

The Amended Complaint includes the same two claims as alleged in the Consolidated Complaint and makes similar factual allegations against the MaxLinear defendants, but adds Silicon Motion and certain of its officers as additional defendants.

The Amended Complaint seeks compensatory damages, including interest, costs and expenses and such other relief that the court deems appropriate.

MaxLinear intends to continue to vigorously defend its position.

On June 13, 2024, HBK Master Fund L.P.

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24-cv-01033 (S.D.

Cal.), against MaxLinear and certain of its current officers.

The complaint includes seven claims:

(1) an alleged violation of Section 10(b) of the Exchange Act and Rule 10b-5(a) and (c) promulgated thereunder;

(2) an alleged violation of Section 10(b) of the Exchange Act and Rule 10b-5(b) promulgated thereunder;

(3) an alleged violation of Section 20(a) of the Exchange Act;

(4) an alleged violation of Section 18 of the Exchange Act;

(5) common law fraud;

(6) common law negligent misrepresentation;

and (7) alleged violations of California Civil Code Section 1709.

Cal.), against MaxLinear and certain of its current officers, which also alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act, and other violations.

The complaint alleges that the defendants concealed their intention to terminate the merger with Silicon Motion from Silicon Motion’s shareholders.

The complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other equitable or injunctive relief that the court deems appropriate.

Defendants intend to vigorously defend these claims.

On July 12, 2024, the defendants filed a motion to dismiss this complaint, which is pending.

MaxLinear intends to continue to vigorously defend its position.

Comcast Litigation

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On March 19, 2024, Comcast amended its claims for declaratory judgments, indemnification, and breach of the implied covenant of good faith and fair dealing, and on April 3, 2024, MaxLinear moved to dismiss all claims against it.

MaxLinear intends to amend and refile its trade-secret and related claims.

MaxLinear will vigorously defend its position.

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On September 19, 2024, the court granted the motion to dismiss with respect to certain claims for declaratory judgment claim and denied the motion to dismiss with respect to the remaining claims.

On September 23, 2024, Comcast filed amended claims for declaratory judgment, indemnification, and breach of the implied covenant of good faith and fair dealing, and on October 14, 2024, MaxLinear amended and refiled its trade secret and related claims.

MaxLinear intends to continue to vigorously defend its position.

Dish Litigation

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At that time, MaxLinear was not a party to the action.

On September 21, 2023, Dish Network California Service Corporation, or Dish California, filed four counterclaims against MaxLinear.

On September 21, 2023, Dish Network California Service Corporation, or Dish California, filed four counterclaims against

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The four claims are declaratory judgment, breach of contract, fraud and negligent misrepresentation, and civil conspiracy.

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The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss.

MaxLinear will vigorously defend its position.

On July 30, 2024, this case was stayed until September 17, 2024.

There was a motion to stay this case pending resolution of Inter Partes Review (“IPR”).

MaxLinear intends to continue to vigorously defend its position.

Cox Litigations

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The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss.

MaxLinear will vigorously defend its position.

On July 30, 2024, these cases were stayed until September 17, 2024.

There was a motion to stay pending resolution of IPR.

MaxLinear intends to continue to vigorously defend its position.

The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

As of June 30, 2024, no material loss contingencies have been accrued for

As of September 30, 2024, no material loss contingencies have been accrued for litigation and other legal claims in the consolidated financial statements, since the Company’s management currently does

MAXLINEAR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

litigation and other legal claims in the consolidated financial statements, since the Company’s management currently does not believe that the ultimate outcome of any of the matters described above is probable.

not believe that the ultimate outcome of any of the matters described above is probable.

An unfavorable outcome of these matters may be reasonably possible in excess of recorded amounts;

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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.

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 which ended February 16, 2024.

The amount and timing of repurchases were subject to a variety of factors including liquidity, share price, market conditions, and legal requirements.

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The share repurchase program was suspended from July 2022 until its expiration due to the Company’s previously pending (now terminated) merger with Silicon Motion (Note 3).

As a result, during the six months ended June 30, 2024, the Company did no t repurchase any shares of its common stock under the repurchase program.

At June 30, 2024, the aggregate value of common stock repurchased under the program was approximately $ 55.0 million and no shares remained available for repurchase under the program, as the plan expired on February 16, 2024.

Subsequent Events

Workforce Reduction

In July 2024, the Company is initiating a reduction of its workforce, or the 2024 Workforce Reduction, to align its operational needs with the changes in macroeconomic conditions and the demand environment, while continuing to support its long-term business strategy by reducing its operating expenses.

As a result of the 2024 Workforce Reduction, the Company estimates that it will incur approximately $ 15 million to $ 20 million in cash severance and related costs.

The Company expects to complete notifications to employees regarding the 2024 Workforce Reduction by the end of 2024.

The estimate of costs that the Company expects to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ.

The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the 2024 Workforce Reduction.

Such forward-looking statements include, but are not limited to, the potential of, and expectations regarding the Company’s statements relating to the expected impacts, charges and costs associated with the 2024 Workforce Reduction that the Company expects to incur.

Table o f Contents

As a result, during the nine months ended September 30, 2024, the Company did no t repurchase any shares of its common stock under the repurchase program.

At September 30, 2024, the aggregate value of common stock repurchased under the program was approximately $ 55.0 million and no shares remained available for repurchase under the program, as the plan expired on February 16, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements