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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2024
MaxLinear, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3466614-1896129
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
5966 La Place Court, Suite 100, Carlsbad, California 92008
(Address of principal executive offices) (Zip Code)
(760) 692-0711
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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




Item 2.02. Results of Operations and Financial Condition.
On October 23, 2024, MaxLinear, Inc. issued a press release announcing its unaudited financial results for the third quarter ended September 30, 2024. A copy of the press release is furnished as Exhibits 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits
ExhibitDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:October 23, 2024MAXLINEAR, INC.
(Registrant)
By:/s/ Steven G. Litchfield
Steven G. Litchfield
Chief Financial Officer and Chief Corporate Strategy Officer
(Principal Financial Officer)

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Exhibit 99.1
mxla01a01a42a.jpg
FOR IMMEDIATE RELEASE

MaxLinear, Inc. Announces Third Quarter 2024 Financial Results

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

Carlsbad, Calif. – October 23, 2024 – MaxLinear, Inc. (Nasdaq: MXL), a leading provider of radio frequency (RF), analog, digital and mixed-signal integrated circuits, today announced financial results for the third quarter ended September 30, 2024.

Third Quarter Financial Highlights
GAAP basis:
•Net revenue was $81.1 million, down 12% sequentially and down 40% year-over-year.
•GAAP gross margin was 54.4%, compared to 54.6% in the prior quarter, and 54.6% in the year-ago quarter.
•GAAP operating expenses were $110.8 million in the third quarter 2024, or 137% of net revenue, compared to $91.0 million in the prior quarter, or 99% of net revenue, and $91.8 million in the year-ago quarter, or 68% of net revenue.
•GAAP loss from operations was 82% of net revenue, compared to loss from operations of 44% of net revenue in the prior quarter, and loss from operations of 13% of net revenue in the year-ago quarter.
•Net cash flow used in operating activities was $30.7 million, compared to net cash flow used in operating activities of $2.7 million in the prior quarter, and net cash flow used in operating activities of $12.8 million in the year-ago quarter.
•GAAP diluted loss per share was $0.90, compared to diluted loss per share of $0.47 in the prior quarter, and diluted loss per share of $0.49 in the year-ago quarter.
Non-GAAP basis:
•Non-GAAP gross margin was 58.7%. This compares to 60.2% in the prior quarter, and 60.8% in the year-ago quarter.
•Non-GAAP operating expenses were $72.8 million, or 90% of net revenue, compared to $74.8 million or 81% of net revenue in the prior quarter, and $75.1 million or 55% of net revenue in the year-ago quarter.
•Non-GAAP loss from operations was 31% of net revenue, compared to loss of 21% in the prior quarter, and income of 5% in the year-ago quarter.
•Non-GAAP diluted loss per share was $0.36, compared to loss of $0.25 in the prior quarter, and earnings of $0.02 in the year-ago quarter.
Management Commentary

“We are pleased to see encouraging signs of recovery in our business, including another quarter of improvement in customer orders and continued progress in new product traction,” said Kishore Seendripu, PhD, Chairman and CEO. “In particular, we are on track to exit the year at a run rate greater than one million units per year of our high-speed optical interconnect products as customers prepare for the industry transition to 800Gig and beyond. In addition, design win activity and customer success in fiber PON gateways, Ethernet, storage, and Wi-Fi7 position us for renewed growth and earnings improvement in the fourth quarter and beyond.”
Fourth Quarter 2024 Business Outlook

The company expects net revenue in the fourth quarter of 2024 to be approximately $80 million to $100 million. The Company also estimates the following:
•GAAP gross margin of approximately 54.0% to 57.0%;
•Non-GAAP gross margin of approximately 57.5% to 60.5%;
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•GAAP operating expenses of approximately $88 million to $94 million;
•Non-GAAP operating expenses of approximately $58 million to $64 million;
•GAAP and non-GAAP interest and other expense of approximately $1.0 million to $2.5 million each; and
•GAAP and non-GAAP diluted share count of approximately 84.5 million each.

Webcast and Conference Call
MaxLinear will host its third quarter financial results conference call today, October 23, 2024 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). To access this call, dial US toll free: 1-877-407-3109 / International: 1-201-493-6798. A live webcast of the conference call will be accessible from the investor relations section of the MaxLinear website at https://investors.maxlinear.com, and will be archived and available after the call at https://investors.maxlinear.com until November 6, 2024. A replay of the conference call will also be available until November 6, 2024 by dialing US toll free: 1-877-660-6853 / International: 1-201-612-7415 and Conference ID#: 13749152.
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Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among others, statements concerning our future financial performance (including our current guidance for fourth quarter 2024 net revenue, and GAAP and non-GAAP amounts for each of the following: gross margins, operating expenses, interest and other expenses, and diluted share counts); our potential growth and revenue opportunities; market trends; settlement of bonus awards for our 2024 performance period; and statements by our Chairman and CEO. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any future results expressed or implied by the forward-looking statements and our future financial performance and operating results forecasts generally. Forward-looking statements are based on management’s current, preliminary expectations and are subject to various risks and uncertainties. In particular, our future operating results are substantially dependent on our assumptions about market trends and conditions. Additional risks and uncertainties affecting our business, future operating results and financial condition include, without limitation; risks relating to our terminated merger with Silicon Motion and related arbitration and class action complaint and the risks related to potential payment of damages; the effect of intense and increasing competition; impacts of global economic conditions; the cyclical nature of the semiconductor industry; a significant variance in our operating results and impact on volatility in our stock price, and our ability to sustain our current level of revenue, which has declined, and/or manage future growth effectively, and the impact of excess inventory in the channel on our customers’ expected demand for certain of our products and on our revenue; the geopolitical and economic tensions among the countries in which we conduct business; increased tariffs, export controls or imposition of other trade barriers; our ability to obtain or retain government authorization to export certain of our products or technology; risks related to the loss of, or a significant reduction in orders from major customers; costs of legal proceedings or potential violations of regulations; information technology failures; a decrease in the average selling prices of our products; failure to penetrate new applications and markets; development delays and consolidation trends in our industry; inability to make substantial research and development investments; delays or expenses caused by undetected defects or bugs in our products; substantial quarterly and annual fluctuations in our revenue and operating results; failure to timely develop and introduce new or enhanced products; order and shipment uncertainties; failure to accurately predict our future revenue and appropriately budget expenses; lengthy and expensive customer qualification processes; customer product plan cancellations; failure to maintain compliance with government regulations; failure to attract and retain qualified personnel; any adverse impact of rising interest rates on us, our customers, and our distributors and related demand; risks related to compliance with privacy, data protection and cybersecurity laws and regulations; risks related to conforming our products to industry standards; risks related to business acquisitions and investments; claims of intellectual property infringement; our ability to protect our intellectual property; risks related to security vulnerabilities of our products; use of open source software in our products; and failure to manage our relationships with, or negative impacts from, third parties.
In addition to these risks and uncertainties, investors should review the risks and uncertainties contained in our filings with the Securities and Exchange Commission (SEC), including our Current Reports on Form 8-K, as well as the information to be set forth under the caption "Risk Factors" in MaxLinear's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024. All forward-looking statements are based on the estimates, projections and assumptions of management as of October 23, 2024, and MaxLinear is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
Use of Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented on a basis consistent with GAAP, we disclose certain non-GAAP financial measures, including non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating expenses as a percentage of net revenue, non-GAAP income (loss) from operations, non-GAAP income (loss) from operations as percentage of revenue, non-GAAP interest and other income (expense), non-GAAP diluted earnings (loss) per share, and non-GAAP diluted share count. These supplemental measures exclude the effects of (i) stock-based compensation expense; (ii) accruals related to our performance-based bonus plan for 2024, which we intend to settle in shares of our common stock; (iii) accruals related to our performance-based bonus plan for 2023, which we settled in shares of common stock in February 2024; (iv) amortization of purchased intangible assets; (v) research and development funded by others; (vi) acquisition and integration costs related to our acquisitions, including costs incurred related to the termination of the previously pending (now terminated) merger with Silicon Motion; (vii) impairment of intangible assets; (viii) severance and other restructuring charges; (ix) other non-recurring interest and other income (expenses), net attributable to acquisitions, including impairment of investments in a privately held entity and ticking fees paid to lenders in August 2023 following the termination of the previously pending (now terminated) merger with Silicon Motion; and (x) non-cash income tax benefits and expenses. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP financial measures. Non-GAAP financial measures are subject to limitations, and should be read only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP. Non-GAAP financial measures do not have any
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standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our GAAP results of operations. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of our performance.
We believe that non-GAAP financial measures can provide useful information to both management and investors by excluding certain non-cash and other one-time expenses that we believe are not indicative of our core operating results. Among other uses, our management uses non-GAAP measures to compare our performance relative to forecasts and strategic plans and to benchmark our performance externally against competitors. In addition, management’s incentive compensation will be determined in part using these non-GAAP measures because we believe non-GAAP measures better reflect our core operating performance.
The following are explanations of each type of adjustment that we incorporate into non-GAAP financial measures:
Stock-based compensation expense relates to equity incentive awards granted to our employees, directors, and consultants. Our equity incentive plans are important components of our employee incentive compensation arrangements and are reflected as expenses in our GAAP results. Stock-based compensation expense has been and will continue to be a significant recurring expense for MaxLinear. While we include the dilutive impact of equity awards in weighted average shares outstanding, the expense associated with stock-based awards reflects a non-cash charge that we exclude from non-GAAP net income or loss.
Performance-based equity consists of accruals related to our executive and non-executive bonus programs, and have been excluded from our non-GAAP net income or loss for all periods reported. Bonus payments for the 2023 performance periods were settled through the issuance of shares of common stock under our equity incentive plans in February 2024. We currently expect that bonus awards under our fiscal 2024 program will be settled in common stock in the first quarter of fiscal 2025.
Expenses incurred in relation to acquisitions include amortization of purchased intangible assets, acquisition and integration costs primarily consisting of professional and consulting fees, including costs incurred related to the termination of the previously pending (now terminated) merger with Silicon Motion; ticking fees paid to lenders following the termination of such merger which were recorded in other expense; and accretion of discount on contingent consideration to interest expense.
Research and development funded by others represents proceeds received under contracts for jointly funded R&D projects to develop technology that may be commercialized into a product in the future. Initially such proceeds may not yet be recognized in GAAP results if, pursuant to contract terms, the Company may be required to repay all or a portion of the funds provided by the other party under certain conditions. Management believes it is not probable that it will trigger such conditions. Once such conditions have been resolved, the proceeds are recognized in GAAP results, and accordingly, reversed from non-GAAP results.
Impairment losses are related to abandonment of acquired or purchased intangible assets.
Restructuring charges incurred are related to our restructuring plans which eliminate redundancies and primarily include severance and restructuring costs related to impairment of leased right-of-use assets or from exiting certain facilities.
Other expense also includes losses from impairment of privately held investments.
Income tax benefits and expense adjustments are those that do not affect cash income taxes payable.
Reconciliations of non-GAAP measures for the historic periods disclosed in this press release appear below. Because of the inherent uncertainty associated with our ability to project future charges, we are also unable to predict their probable significance, particularly related to stock-based compensation and its related tax effects as well as potential impairments, a quantitative reconciliation is not available without unreasonable efforts and accordingly, in reliance on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K, we have not provided a reconciliation for non-GAAP guidance provided for the fourth quarter 2024.
About MaxLinear, Inc.
MaxLinear, Inc. (Nasdaq:MXL) is a leading provider of radio frequency (RF), analog, digital and mixed-signal integrated circuits for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications. MaxLinear is headquartered in Carlsbad, California. For more information, please visit www.maxlinear.com.
MXL is MaxLinear’s registered trademark. Other trademarks appearing herein are the property of their respective owners.
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MaxLinear, Inc. Investor Relations Contact:
Leslie Green
Tel: +1 650-312-9060
lgreen@maxlinear.com

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

Three Months Ended
September 30, 2024June 30, 2024September 30, 2023
Net revenue$81,102 $91,990 $135,530 
Cost of net revenue37,022 41,804 61,586 
Gross profit44,080 50,186 73,944 
Operating expenses:
Research and development52,604 56,541 66,306 
Selling, general and administrative30,154 33,600 25,402 
Impairment losses1,237 — — 
Restructuring charges26,828 865 54 
Total operating expenses110,823 91,006 91,762 
Loss from operations(66,743)(40,820)(17,818)
Interest income1,653 1,871 1,736 
Interest expense(2,655)(2,706)(2,715)
Other income (expense), net(14,753)329 (22,721)
Total other income (expense), net(15,755)(506)(23,700)
Loss before income taxes(82,498)(41,326)(41,518)
Income tax benefit(6,713)(2,060)(1,689)
Net loss$(75,785)$(39,266)$(39,829)
Net loss per share:
Basic$(0.90)$(0.47)$(0.49)
Diluted$(0.90)$(0.47)$(0.49)
Shares used to compute net loss per share:
Basic84,074 83,477 81,249 
Diluted84,074 83,477 81,249 
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MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Nine Months Ended
September 30, 2024September 30, 2023
Net revenue$268,361 $567,910 
Cost of net revenue124,827 250,786 
Gross profit143,534 317,124 
Operating expenses:
Research and development173,911 204,254 
Selling, general and administrative100,242 97,772 
Impairment losses1,237 2,438 
Restructuring charges50,323 9,138 
Total operating expenses325,713 313,602 
Income (loss) from operations(182,179)3,522 
Interest income5,346 4,272 
Interest expense(8,072)(7,793)
Other income (expense), net(12,990)(21,180)
Total other income (expense), net(15,716)(24,701)
Loss before income taxes(197,895)(21,179)
Income tax provision (benefit)(10,535)13,468 
Net loss$(187,360)$(34,647)
Net loss per share:
Basic$(2.25)$(0.43)
Diluted$(2.25)$(0.43)
Shares used to compute net loss per share:
Basic83,303 80,395 
Diluted83,303 80,395 



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

Three Months Ended
September 30, 2024June 30, 2024September 30, 2023
Operating Activities
Net loss$(75,785)$(39,266)$(39,829)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation12,142 13,600 17,014 
Impairment of intangible assets1,237 — — 
Impairment of investments and other assets14,000 — — 
Amortization of debt issuance costs and accretion of discount on debt and leases637 665 685 
Stock-based compensation12,788 17,359 5,118 
Deferred income taxes(8,320)(2,053)(2,384)
Loss on disposal of property and equipment623 55 16 
Unrealized holding loss on investments— — 5,876 
Impairment of leased right-of-use assets677 700 — 
(Gain) loss on extinguishment of lease liabilities(1)16 — 
Gain on settlement of pension— — (1,008)
(Gain) loss on foreign currency and other2,339 (398)(13)
Excess tax (benefits) deficiencies on stock based awards(1,469)(152)769 
Changes in operating assets and liabilities:
Accounts receivable, net37,010 41,290 (2,398)
Inventory(1,325)1,387 11,210 
Prepaid expenses and other assets(7,852)1,281 (4,563)
Accounts payable, accrued expenses and other current liabilities(3,770)(24,280)9,347 
Accrued compensation159 (5,855)4,914 
Accrued price protection liability(17,158)(3,603)(11,995)
Lease liabilities(2,761)(2,540)(2,882)
Other long-term liabilities6,098 (902)(2,669)
Net cash used in operating activities(30,731)(2,696)

(12,792)
Investing Activities
Purchases of property and equipment(4,132)(3,013)(1,927)
Purchases of intangible assets(1,818)(2,775)(674)
Net cash used in investing activities(5,950)(5,788)(2,601)
Financing Activities
Payment of debt commitment fees— — (18,325)
Net proceeds from issuance of common stock— 1,579 92 
Minimum tax withholding paid on behalf of employees for restricted stock units(58)447 (3,232)
Net cash provided by (used in) financing activities(58)2,026 (21,465)
Effect of exchange rate changes on cash, cash equivalents and restricted cash94 (335)(633)
Decrease in cash, cash equivalents and restricted cash(36,645)(6,793)(37,491)
Cash, cash equivalents and restricted cash at beginning of period186,137 192,930 225,643 
Cash, cash equivalents and restricted cash at end of period$149,492 $186,137 $188,152 
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MAXLINEAR, INC.
UNAUDITED GAAP CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Nine Months Ended
September 30, 2024September 30, 2023
Operating Activities
Net loss$(187,360)$(34,647)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Amortization and depreciation42,426 54,923 
Impairment of intangible assets1,237 2,438 
Impairment of investments and other assets14,000 — 
Amortization of debt issuance costs and accretion of discount on debt and leases1,990 1,858 
Stock-based compensation47,208 38,763 
Deferred income taxes(13,058)6,502 
Loss on disposal of property and equipment1,068 2,057 
Unrealized holding loss on investments— 3,917 
Impairment of leased right-of-use assets3,415 — 
Gain on settlement of pension— (1,008)
Gain on extinguishment of lease liabilities(554)— 
Loss on foreign currency973 140 
Excess tax benefits on stock-based awards(2,988)(529)
Changes in operating assets and liabilities:
Accounts receivable, net122,689 13,769 
Inventory3,845 45,602 
Prepaid expenses and other assets(8,615)(10,215)
Accounts payable, accrued expenses and other current liabilities(16,041)(17,917)
Accrued compensation3,011 8,776 
Accrued price protection liability(27,212)(45,036)
Lease liabilities(7,806)(8,891)
Other long-term liabilities4,315 (557)
Net cash provided by (used in) operating activities(17,457)59,945 
Investing Activities
Purchases of property and equipment(15,487)(12,180)
Purchases of intangible assets(4,961)(6,198)
Cash used in acquisitions, net of cash acquired— (12,384)
Net cash used in investing activities(20,448)(30,762)
Financing Activities
Payment of debt commitment fees— (18,325)
Net proceeds from issuance of common stock1,579 3,168 
Minimum tax withholding paid on behalf of employees for restricted stock units
(1,714)(12,370)
Net cash used in financing activities(135)(27,527)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(824)(1,861)
Decrease in cash, cash equivalents and restricted cash(38,864)(205)
Cash, cash equivalents and restricted cash at beginning of period188,356 188,357 
Cash, cash equivalents and restricted cash at end of period$149,492 $188,152 
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MAXLINEAR, INC.
UNAUDITED GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

September 30, 2024June 30, 2024September 30, 2023
Assets
Current assets:
Cash and cash equivalents$148,476 $185,108 $187,028 
Short-term restricted cash993 1,006 1,105 
Short-term investments— — 14,612 
Accounts receivable, net47,930 84,940 158,232 
Inventory96,063 94,738 114,942 
Prepaid expenses and other current assets34,798 31,789 32,688 
Total current assets328,260 397,581 508,607 
Long-term restricted cash23 23 19 
Property and equipment, net63,493 65,422 69,484 
Leased right-of-use assets22,549 24,883 32,647 
Intangible assets, net58,031 61,786 82,643 
Goodwill318,588 318,588 318,456 
Deferred tax assets82,552 74,228 59,121 
Other long-term assets21,807 30,686 32,810 
Total assets$895,303 $973,197 $1,103,787 
Liabilities and stockholders’ equity
Current liabilities$168,597 $190,277 $232,910 
Long-term lease liabilities19,433 21,522 28,017 
Long-term debt122,840 122,684 122,219 
Other long-term liabilities27,561 21,459 17,964 
Stockholders’ equity556,872 617,255 702,677 
Total liabilities and stockholders’ equity$895,303 $973,197 $1,103,787 

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MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
(in thousands, except per share data)
Three Months Ended
September 30, 2024June 30, 2024September 30, 2023
GAAP gross profit$44,080 $50,186 $73,944 
Stock-based compensation81 173 170 
Performance based equity(19)(37)19 
Amortization of purchased intangible assets3,498 5,089 8,332 
Non-GAAP gross profit47,640 55,411 82,465 
GAAP R&D expenses52,604 56,541 66,306 
Stock-based compensation(7,423)(10,088)(9,436)
Performance based equity775 1,789 (2,288)
Research and development funded by others3,000 — (5,500)
Non-GAAP R&D expenses48,956 48,242 49,082 
GAAP SG&A expenses30,154 33,600 25,402 
Stock-based compensation(5,284)(7,097)4,488 
Performance based equity384 722 (999)
Amortization of purchased intangible assets(591)(592)(653)
Acquisition and integration costs(801)(102)(2,172)
Non-GAAP SG&A expenses23,862 26,531 26,066 
GAAP impairment losses1,237 — — 
Impairment losses(1,237)— — 
Non-GAAP impairment losses— — — 
GAAP restructuring expenses26,828 865 54 
Restructuring charges(26,828)(865)(54)
Non-GAAP restructuring expenses— — — 
GAAP loss from operations(66,743)(40,820)(17,818)
Total non-GAAP adjustments41,565 21,458 25,135 
Non-GAAP income (loss) from operations(25,178)(19,362)7,317 
GAAP interest and other income (expense), net(15,755)(506)(23,700)
Non-recurring interest and other income (expense), net11,769 65 18,395 
Non-GAAP interest and other income (expense), net(3,986)(441)(5,305)
GAAP loss before income taxes(82,498)(41,326)(41,518)
Total non-GAAP adjustments53,334 21,523 43,530 
Non-GAAP income (loss) before income taxes(29,164)(19,803)2,012 
GAAP income tax benefit(6,713)(2,060)(1,689)
Adjustment for non-cash tax benefits/expenses7,568 3,205 1,891 
Non-GAAP income tax provision855 1,145 202 
GAAP net loss(75,785)(39,266)(39,829)
Total non-GAAP adjustments before income taxes53,334 21,523 43,530 
Less: total tax adjustments7,568 3,205 1,891 
Non-GAAP net income (loss)$(30,019)$(20,948)$1,810 
Shares used in computing GAAP and non-GAAP basic net income (loss) per share84,074 83,477 81,249 
Shares used in computing GAAP diluted net loss per share84,074 83,477 81,249 
Dilutive common stock equivalents— — 719 
Shares used in computing non-GAAP diluted net income (loss) per share84,074 83,477 81,968 
Non-GAAP basic net income (loss) per share$(0.36)$(0.25)$0.02 
Non-GAAP diluted net income (loss) per share$(0.36)$(0.25)$0.02 
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MAXLINEAR, INC.
UNAUDITED RECONCILIATION OF NON-GAAP ADJUSTMENTS
(in thousands, except per share data)

Nine months ended
September 30, 2024September 30, 2023
GAAP gross profit$143,534 $317,124 
Stock-based compensation435 626 
Performance based equity16 94 
Amortization of purchased intangible assets16,808 26,770 
Non-GAAP gross profit160,793 344,614 
GAAP R&D expenses173,911 204,254 
Stock-based compensation(27,952)(33,128)
Performance based equity(2,365)(5,650)
Research and development funded by others2,000 (7,500)
Non-GAAP R&D expenses145,594 157,976 
GAAP SG&A expenses100,242 97,772 
Stock-based compensation(18,820)(5,009)
Performance based equity(1,321)(2,550)
Amortization of purchased intangible assets(1,774)(2,290)
Acquisition and integration costs(1,567)(7,487)
Non-GAAP SG&A expenses76,760 80,436 
GAAP impairment losses1,237 2,438 
Impairment losses(1,237)(2,438)
Non-GAAP impairment losses— — 
GAAP restructuring expenses50,323 9,138 
Restructuring charges(50,323)(9,138)
Non-GAAP restructuring expenses— — 
GAAP income (loss) from operations(182,179)3,522 
Total non-GAAP adjustments120,618 102,680 
Non-GAAP income (loss) from operations(61,561)106,202 
GAAP interest and other income (expense), net(15,716)(24,701)
Non-recurring interest and other income (expense), net11,907 18,574 
Non-GAAP interest and other income (expense), net(3,809)(6,127)
GAAP loss before income taxes(197,895)(21,179)
Total non-GAAP adjustments132,525 121,254 
Non-GAAP income (loss) before income taxes(65,370)100,075 
GAAP income tax provision (benefit)(10,535)13,468 
Adjustment for non-cash tax benefits/expenses13,535 (3,460)
Non-GAAP income tax provision3,000 10,008 
GAAP net loss(187,360)(34,647)
Total non-GAAP adjustments before income taxes132,525 121,254 
Less: total tax adjustments13,535 (3,460)
Non-GAAP net income (loss)$(68,370)$90,067 
Shares used in computing GAAP and non-GAAP basic net income (loss) per share83,303 80,395 
Shares used in computing GAAP diluted net loss per share83,303 80,395 
Dilutive common stock equivalents— 1,279 
Shares used in computing non-GAAP diluted net income (loss) per share83,303 81,674 
Non-GAAP basic net income (loss) per share$(0.82)$1.12 
Non-GAAP diluted net income (loss) per share$(0.82)$1.10 

12

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

Three Months Ended
September 30, 2024June 30, 2024September 30, 2023
GAAP gross margin54.4 %54.6 %54.6 %
Stock-based compensation0.1 %0.2 %0.1 %
Performance based equity— %— %— %
Amortization of purchased intangible assets4.3 %5.5 %6.2 %
Non-GAAP gross margin58.7 %60.2 %60.8 %
GAAP R&D expenses64.9 %61.5 %48.9 %
Stock-based compensation(9.2)%(11.0)%(7.0)%
Performance based equity1.0 %1.9 %(1.7)%
Research and development funded by others3.7 %— %(4.1)%
Non-GAAP R&D expenses60.4 %52.4 %36.2 %
GAAP SG&A expenses37.2 %36.5 %18.7 %
Stock-based compensation(6.5)%(7.7)%3.3 %
Performance based equity0.5 %0.8 %(0.7)%
Amortization of purchased intangible assets(0.7)%(0.6)%(0.5)%
Acquisition and integration costs(1.0)%(0.1)%(1.6)%
Non-GAAP SG&A expenses29.4 %28.8 %19.2 %
GAAP impairment losses1.5 %— %— %
Impairment losses(1.5)%— %— %
Non-GAAP impairment losses— %— %— %
GAAP restructuring expenses33.1 %0.9 %— %
Restructuring charges(33.1)%(0.9)%— %
Non-GAAP restructuring expenses— %— %— %
GAAP loss from operations(82.3)%(44.4)%(13.2)%
Total non-GAAP adjustments51.3 %23.3 %18.6 %
Non-GAAP income (loss) from operations(31.0)%(21.0)%5.4 %
GAAP interest and other income (expense), net(19.4)%(0.6)%(17.5)%
Non-recurring interest and other income (expense), net14.5 %0.1 %13.6 %
Non-GAAP interest and other income (expense), net(4.9)%(0.5)%(3.9)%
GAAP loss before income taxes(101.7)%(44.9)%(30.6)%
Total non-GAAP adjustments before income taxes65.8 %23.4 %32.1 %
Non-GAAP income (loss) before income taxes(36.0)%(21.5)%1.5 %
GAAP income tax benefit(8.3)%(2.2)%(1.3)%
Adjustment for non-cash tax benefits/expenses9.3 %3.5 %1.4 %
Non-GAAP income tax provision1.1 %1.2 %0.2 %
GAAP net loss(93.4)%(42.7)%(29.4)%
Total non-GAAP adjustments before income taxes65.8 %23.4 %32.1 %
Less: total tax adjustments9.3 %3.5 %1.4 %
Non-GAAP net income (loss)(37.0)%(22.8)%1.3 %
13

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

Nine months ended
September 30, 2024September 30, 2023
GAAP gross margin53.5 %55.8 %
Stock-based compensation0.2 %0.1 %
Performance based equity— %— %
Amortization of purchased intangible assets6.3 %4.7 %
Non-GAAP gross margin59.9 %60.7 %
GAAP R&D expenses64.8 %36.0 %
Stock-based compensation(10.4)%(5.8)%
Performance based equity(0.9)%(1.0)%
Research and development funded by others0.8 %(1.3)%
Non-GAAP R&D expenses54.3 %27.8 %
GAAP SG&A expenses37.4 %17.2 %
Stock-based compensation(7.0)%(0.9)%
Performance based equity(0.5)%(0.5)%
Amortization of purchased intangible assets(0.7)%(0.4)%
Acquisition and integration costs(0.6)%(1.3)%
Non-GAAP SG&A expenses28.6 %14.2 %
GAAP impairment losses0.5 %0.4 %
Impairment losses(0.5)%(0.4)%
Non-GAAP impairment losses— %— %
GAAP restructuring expenses18.8 %1.6 %
Restructuring charges(18.8)%(1.6)%
Non-GAAP restructuring expenses— %— %
GAAP income (loss) from operations(67.9)%0.6 %
Total non-GAAP adjustments45.0 %18.1 %
Non-GAAP income (loss) from operations(22.9)%18.7 %
GAAP interest and other income (expense), net(5.9)%(4.4)%
Non-recurring interest and other income (expense), net4.4 %3.3 %
Non-GAAP interest and other income (expense), net(1.4)%(1.1)%
GAAP loss before income taxes(73.7)%(3.7)%
Total non-GAAP adjustments49.4 %21.4 %
Non-GAAP income (loss) before income taxes(24.4)%17.6 %
GAAP income tax provision (benefit)(3.9)%2.4 %
Adjustment for non-cash tax benefits/expenses5.0 %(0.6)%
Non-GAAP income tax provision1.1 %1.8 %
GAAP net loss(69.8)%(6.1)%
Total non-GAAP adjustments before income taxes49.4 %21.4 %
Less: total tax adjustments5.0 %(0.6)%
Non-GAAP net income (loss)(25.5)%15.9 %
14
v3.24.3
DEI Document
Oct. 23, 2024
Entity Information [Line Items]  
Entity Central Index Key 0001288469
Document Period End Date Oct. 23, 2024
Document Type 8-K
Entity Registrant Name MaxLinear, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-34666
Entity Tax Identification Number 14-1896129
Entity Address, Address Line One 5966 La Place Court, Suite 100,
Entity Address, City or Town Carlsbad,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92008
City Area Code 760
Local Phone Number 692-0711
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
NASDAQ/NGS (GLOBAL SELECT MARKET)  
Entity Information [Line Items]  
Title of 12(b) Security Common stock
Trading Symbol MXL
Security Exchange Name NASDAQ
MaxLinear (NASDAQ:MXL)
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