mxl-20200630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission file number: 001-34666

MaxLinear Inc.

(Exact name of Registrant as specified in its charter)

Delaware

14-1896129

(State or other jurisdiction of
incorporation or organization)

(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, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	MXL	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of July 16, 2020, the registrant had 73,115,559 shares of common stock, par value $0.0001, outstanding.

Table of Contents

MAXLINEAR, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page
Part I	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (unaudited)	4
	Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	4
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2020 and 2019	5
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2020 and 2019	6
	Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2020 and 2019	7
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019	9
	Notes to Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	45
Part II	OTHER INFORMATION	46
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3.	Defaults Upon Senior Securities	71
Item 4.	Mine Safety Disclosures	71
Item 5.	Other Information	71
Item 6.	Exhibits	72
	Signatures	73

Table of Contents

PART I — FINANCIAL INFORMATION

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

MAXLINEAR, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except par value amounts)


	June 30, 2020		December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	107,362	$	92,708
Short-term restricted cash	9		349

Accounts receivable, net	41,434		50,411
Inventory	34,284		31,510
Prepaid expenses and other current assets	7,489		6,792
Total current assets	190,578		181,770
Long-term restricted cash	58		60
Property and equipment, net	18,059		16,613
Leased right-of-use assets	8,942		10,978

Intangible assets, net	159,441		187,971
Goodwill	238,330		238,330
Deferred tax assets	76,371		67,284
Other long-term assets	1,281		2,785
Total assets	$	693,060	$	705,791
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	17,832	$	13,442

Accrued price protection liability	5,902		12,557
Accrued expenses and other current liabilities	31,685		31,171
Accrued compensation	14,545		9,392


Total current liabilities	69,964		66,562
Long-term lease liabilities	6,833		9,335
Long-term debt	207,486		206,909
Other long-term liabilities	6,802		8,065
Total liabilities	291,085		290,871

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.0001 par value; 25,000 shares authorized, no shares issued or outstanding	—		—
Common stock, $0.0001 par value; 550,000 shares authorized; 73,103 shares issued and outstanding at June 30, 2020 and 71,931 shares issued and outstanding December 31, 2019	7		7


Additional paid-in capital	554,250		529,596
Accumulated other comprehensive loss	(1,210)		(887)
Accumulated deficit	(151,072)		(113,796)
Total stockholders’ equity	401,975		414,920
Total liabilities and stockholders’ equity	$	693,060	$	705,791

See accompanying notes.

Table of Contents

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share data)



	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Net revenue	$	65,220	$	82,507	$	127,247	$	167,142
Cost of net revenue	32,477		38,427		63,742		77,985
Gross profit	32,743		44,080		63,505		89,157
Operating expenses:
Research and development	27,984		24,304		53,673		51,703
Selling, general and administrative	27,470		22,327		52,102		45,918
Impairment losses	—		—		86		—
Restructuring charges	64		416		553		2,333
Total operating expenses	55,518		47,047		106,414		99,954
Loss from operations	(22,775)		(2,967)		(42,909)		(10,797)
Interest income	31		192		256		339
Interest expense	(2,183)		(2,853)		(4,659)		(5,828)
Other income (expense), net	(81)		(14)		99		(669)
Total interest and other income (expense), net	(2,233)		(2,675)		(4,304)		(6,158)
Loss before income taxes	(25,008)		(5,642)		(47,213)		(16,955)
Income tax benefit	(3,201)		(3,413)		(9,937)		(9,875)
Net loss	$	(21,807)	$	(2,229)	$	(37,276)	$	(7,080)
Net loss per share:
Basic	$	(0.30)	$	(0.03)	$	(0.51)	$	(0.10)
Diluted	$	(0.30)	$	(0.03)	$	(0.51)	$	(0.10)
Shares used to compute net loss per share:
Basic	72,740		70,917		72,389		70,445
Diluted	72,740		70,917		72,389		70,445

See accompanying notes.

Table of Contents

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited; in thousands)


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Net loss	(21,807)		(2,229)		$	(37,276)	$	(7,080)
Other comprehensive income (loss), net of tax:



Foreign currency translation adjustments, net of tax expense of $33 and $24 for the three and six months ended June 30, 2020, respectively, and net of tax benefit of $14 and $15 for the three and six months ended June 30, 2019, respectively	294		(80)		(286)		433


Unrealized gain (loss) on interest rate swap, net of tax expense of $30 and tax benefit of $11 for the three and six months ended June 30, 2020, respectively, and net of tax benefit of $164 and $294 for the three and six months ended June 30, 2019, respectively	116		(623)		(37)		(1,111)

Other comprehensive income (loss)	410		(703)		(323)		(678)
Total comprehensive loss	$	(21,397)	$	(2,932)	$	(37,599)	$	(7,758)

See accompanying notes.

Table of Contents

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

THREE AND SIX MONTHS ENDED JUNE 30, 2020

(unaudited; in thousands)


	Common Stock					Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2019	71,931	$	7	$	529,596	$	(887)	$	(113,796)	$	414,920



Common stock issued pursuant to equity awards, net	414	—		2,612		—		—		2,612


Stock-based compensation	—	—		6,827		—		—		6,827

Other comprehensive loss	—	—		—		(733)		—		(733)
Net loss	—	—		—		—		(15,469)		(15,469)
Balance at March 31, 2020	72,345	7		539,035		(1,620)		(129,265)		408,157



Common stock issued pursuant to equity awards, net	597	—		989		—		—		989

Employee stock purchase plan	161	—		2,141		—		—		2,141
Stock-based compensation	—	—		12,085		—		—		12,085

Other comprehensive income	—	—		—		410		—		410
Net loss	—	—		—		—		(21,807)		(21,807)
Balance at June 30, 2020	73,103	$	7	$	554,250	$	(1,210)	$	(151,072)	$	401,975

See accompanying notes.

Table of Contents

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

THREE AND SIX MONTHS ENDED JUNE 30, 2019

(unaudited; in thousands)


	Common Stock					Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2018	69,551	$	7	$	493,287	$	272	$	(93,630)	$	399,936



Common stock issued pursuant to equity awards, net	981	—		5,615		—		—		5,615


Stock-based compensation	—	—		7,747		—		—		7,747
Cumulative effect of adoption of new accounting principle	—	—		—		—		(268)		(268)
Other comprehensive income	—	—		—		25		—		25
Net loss	—	—		—		—		(4,851)		(4,851)
Balance at March 31, 2019	70,532	7		506,649		297		(98,749)		408,204



Common stock issued pursuant to equity awards, net	544	—		(4,405)		—		—		(4,405)

Employee stock purchase plan	142	—		2,302		—		—		2,302
Stock-based compensation	—	—		8,207		—		—		8,207

Other comprehensive loss	—	—		—		(703)		—		(703)
Net loss	—	—		—		—		(2,229)		(2,229)
Balance at June 30, 2019	71,218	$	7	$	512,753	$	(406)	$	(100,978)	$	411,376

See accompanying notes.

Table of Contents

MAXLINEAR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)



	Six Months Ended June 30,
			2020			2019
Operating Activities
Net loss	$	(37,276)		$	(7,080)
Adjustments to reconcile net loss to cash provided by operating activities:
Amortization and depreciation	33,265			33,509
Impairment losses	86			—




Amortization of debt issuance costs and accretion of discount on debt and leases	807			793
Stock-based compensation	18,912			15,954
Deferred income taxes	(9,087)			(11,076)
Loss on disposal of property and equipment	—			46

Impairment of leasehold improvements	163			1,442
Impairment of leased right-of-use assets	44			2,182
Gain on extinguishment of lease liabilities	—			(2,880)
(Gain) loss on foreign currency	(226)			513

Excess tax benefits on stock-based awards	(378)			(3,811)
Changes in operating assets and liabilities:
Accounts receivable	8,977			2,880
Inventory	(2,831)			(1,137)
Prepaid expenses and other assets	774			(44)
Leased right-of-use assets	326			1,626
Accounts payable, accrued expenses and other current liabilities	5,235			4,882
Accrued compensation	7,757			684

Accrued price protection liability	(6,669)			(5,160)
Lease liabilities	(2,709)			(4,304)
Other long-term liabilities	(1,262)			(530)
Net cash provided by operating activities	15,908			28,489

Investing Activities
Purchases of property and equipment	(4,936)			(2,679)

Purchase of intangibles	(13)			—



Net cash used in investing activities	(4,949)			(2,679)

Financing Activities


Repayment of debt	—			(30,000)

Net proceeds from issuance of common stock	4,642			5,933
Minimum tax withholding paid on behalf of employees for restricted stock units	(1,499)			(9,827)


Net cash provided by (used in) financing activities	3,143			(33,894)
Effect of exchange rate changes on cash and cash equivalents	210			931
Increase (decrease) in cash, cash equivalents and restricted cash	14,312			(7,153)
Cash, cash equivalents and restricted cash at beginning of period	93,117			74,191
Cash, cash equivalents and restricted cash at end of period	$	107,429		$	67,038

Supplemental disclosures of cash flow information:
Cash paid for interest	$	3,999		$	6,184
Cash paid for income taxes	$	1,220		$	2,217

Supplemental disclosures of non-cash activities:

Issuance of shares for payment of bonuses	$	2,599		$	7,406

See accompanying notes.


Table of Contents			MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Organization and Summary of Significant Accounting Policies

Description of Business

MaxLinear, Inc. was incorporated in Delaware in September 2003. MaxLinear, Inc., together with its wholly owned subsidiaries, collectively referred to as MaxLinear, or the Company, is a provider of radio-frequency, or RF, high-performance analog, and mixed-signal communications system-on-chip solutions for the connected home, wired and wireless infrastructure, and industrial and multi-market applications. MaxLinear’s customers include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, who incorporate the Company’s products in a wide range of electronic devices, including cable DOCSIS broadband modems and gateways, wireline connectivity devices for in-home networking applications, RF transceivers and modems for wireless carrier access and backhaul infrastructure, fiber-optic modules for data center, metro, and long-haul transport networks, video set-top boxes and gateways, hybrid analog and digital televisions, direct broadcast satellite outdoor and indoor units, and power management and interface products used in these and a range of other markets. The Company is a fabless integrated circuit design company whose products integrate all or a substantial portion of a broadband communication system.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of MaxLinear, Inc. and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. All intercompany transactions and investments have been eliminated in consolidation.

In the opinion of management, the Company’s unaudited consolidated interim financial statements contain adjustments, including normal recurring accruals necessary to present fairly the Company’s consolidated financial position, results of operations, comprehensive income (loss), stockholders’ equity, and cash flows.

The consolidated balance sheet as of December 31, 2019 was derived from the Company’s audited consolidated financial statements at that date. 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, 2019 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 February 5, 2020, or the Annual Report. Interim results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020.

Use of Estimates and Significant Risks and Uncertainties

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes to unaudited consolidated financial statements.

In the six months ended June 30, 2020, the Company’s revenues were impacted by the novel coronavirus disease, or COVID-19, pandemic. In particular, the Company's revenues in the first quarter 2020 declined relative to its prior expectations, and the Company experienced customer requests to temporarily delay shipments and supply constraints attributable to the COVID-19 pandemic. Heightened volatility and uncertainty in customer demand and the worldwide economy in general has continued, and the Company may experience decreased sales and revenues in the near future. The Company’s management believes such impact may in particular affect the Company’s sales of high performance analog products in its industrial and multi-market business and potentially may also impact certain other markets, such as wireless backhaul and the rest of its business to some degree. However, the magnitude of such impact on the Company’s business and its duration is uncertain and cannot be reasonably estimated at this time.

The Company also believes that its $107.4 million of cash and cash equivalents at June 30, 2020 will be sufficient to fund its projected operating requirements for at least the next twelve months. A material adverse impact from COVID-19 could result in a need to raise additional capital or incur additional indebtedness to fund strategic initiatives or operating activities, particularly if the Company pursues additional acquisitions. The Company’s future capital requirements will depend on many factors, including the potential impact of the purchase of the WiFi and Broadband assets business and related planned issuance


Table of Contents			MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

of debt (Note 14) and the Company’s efforts to integrate that business, changes in revenue, the expansion of engineering, sales and marketing activities, the timing and extent of expansion into new territories, the timing of introductions of new products and enhancements to existing products, the continuing market acceptance of the Company’s products and potential material investments in, or acquisitions of, complementary businesses, services or technologies. Additional funds may not be available on terms favorable to the Company or at all. If the Company is unable to raise additional funds when needed, it may not be able to sustain its operations or execute its strategic plans.

The Company is not aware of any specific event or circumstance that would require an update to its estimates or adjustments to the carrying value of its assets and liabilities as of July 23, 2020, the issuance date of this Quarterly Report on Form 10-Q. Actual results could differ from those estimates, particularly if the Company experiences material impacts from COVID-19.

Summary of Significant Accounting Policies

Refer to the Company’s Annual Report for a summary of significant accounting policies. On January 1, 2020, the Company adopted ASC Topic 326, Measurement of Credit Losses on Financial Instruments, or ASC 326, and accordingly, modified its policy on accounting for allowance for doubtful accounts on trade accounts receivable as stated below. As described under “Recently Adopted Accounting Pronouncements,” section below, the impact of adopting ASC 326 for the Company was not material.

There have been no other significant changes to the Company’s significant accounting policies during the six months ended June 30, 2020.

Accounts Receivable

The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar high risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The allowance for credit losses as of June 30, 2020 and the activity in this account, including the current-period provision for expected credit losses for the six months ended June 30, 2020, were not material.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to replace the incurred loss methodology with an expected credit loss model that requires consideration of a broader range of information to estimate credit losses over the lifetime of the asset, including current conditions and reasonable and supportable forecasts in addition to historical loss information, to determine expected credit losses. Pooling of assets with similar risk characteristics and the use of a loss model are also required. Also, in April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, to clarify the inclusion of recoveries of trade receivables previously written off when estimating an allowance for credit losses. The amendments in this update are effective for the Company beginning with fiscal year 2020, including interim periods. The adoption of the amendments in this update as of January 1, 2020 did not have a material impact on the Company’s accounts receivable, net and accumulated deficit, as well as its results of operations for the three months ended March 31, 2020. The adoption is also not expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if the reporting unit had been acquired in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The Board also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this update are effective for the Company beginning with fiscal year 2020, including interim periods. The Company performs its annual goodwill testing as of October 31, or more frequently if there are indicators of impairment. The application of the amendments in this update is not


Table of Contents			MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement, to improve the fair value measurement reporting of financial instruments. The amendments in this update require, among other things, added disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update eliminate, among other things, disclosure of the reasons for and amounts of transfers between Level 1 and Level 2 for assets and liabilities that are measured at fair value on a recurring basis and an entity's valuation processes for Level 3 fair value measurements. The amendments in this update are effective for the Company beginning with fiscal year 2020. Retrospective application is required for all amendments in this update except the added disclosures, which should be applied prospectively. The adoption of the amendments in this update in the quarter ended March 31, 2020 did not have a material impact on the Company’s consolidated financial position and results of operations as of and for the three months ended March 31, 2020 and is also not expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles–Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, to provide additional guidance on the accounting for costs of implementing cloud computing arrangements that are service contracts. The amendments in this update require the capitalization of implementation costs during the application development stage of such hosting arrangements and amortization of the expense over the term of the arrangement including any option to extend reasonably certain to be exercised or option to terminate reasonably certain not to be exercised. Capitalized implementation costs and amortization thereof are also required to be classified in the same line item in the statements of financial position, operations and cash flows associated with the hosting service fees. The amendments in this update are effective for the Company beginning with fiscal year 2020. The Company selected prospective application to all implementation costs incurred after the adoption date. The adoption of the amendments in this update did not have a material impact on the Company’s property and equipment, net and results of operations as of and for the three months ended March 31, 2020 and is also not expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020.

In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting, that provides optional relief to applying reference rate reform to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR), which will be discontinued by the end of 2021. The amendments in this update are effective immediately and may be applied through December 31, 2022. The Company's LIBOR interest rate swap expires in October 2020 and will not be impacted by reference rate reform. Therefore, the adoption of the amendments in this update did not have a material impact on the Company's accumulated other comprehensive loss or its results of operations as of and for the three months ended June 30, 2020, and is also not expected to have a material impact on the Company's consolidated financial position and results of operations as of and for the year ending December 31, 2020.

Recently Issued Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes, to remove certain exceptions and improve consistency of application, including, among other things, requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The amendments in this update will be effective for the Company beginning with fiscal year 2021, with early adoption permitted. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The adoption of the amendments in this update is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

In May 2020, the SEC issued a final rule that amends the financial statement requirements for business acquisitions and related pro forma financial information. The rule modifies the significance tests to replace total assets with aggregate worldwide market value of common equity in the investment test and to include a revenue component in the income test while requiring the use of absolute value to calculate average net income for the last five fiscal years. The rule improves the presentation of pro forma financial information by replacing pro forma adjustments with transaction accounting adjustments and adds the optional disclosure of management’s adjustments related to synergies and dis-synergies. The rule also reduces the number of acquiree


Table of Contents			MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

annual financial statement periods required to a maximum of the two most recent fiscal years. The final rule is effective for the Company beginning with fiscal year 2021, with early application permitted; all applicable aspects of the rule are required to be applied upon adoption. The Company intends to early adopt the rule in its future filings related to the pending acquisition of the WiFi and Broadband assets business (Note 14). The adoption of the rule is not expected to have an impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020.

2. Net Income (Loss) Per Share

Basic earnings per share, or EPS, is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted EPS is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and the weighted-average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, common stock options, restricted stock units and restricted stock awards are considered to be common stock equivalents and are only included in the calculation of diluted EPS when their effect is dilutive. In periods in which the Company has a net loss, dilutive common stock equivalents are excluded from the calculation of diluted EPS.

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(in thousands, except per share amounts)
Numerator:
Net loss	$	(21,807)	$	(2,229)	$	(37,276)	$	(7,080)
Denominator:
Weighted average common shares outstanding—basic	72,740		70,917		72,389		70,445
Dilutive common stock equivalents	—		—		—		—
Weighted average common shares outstanding—diluted	72,740		70,917		72,389		70,445
Net loss per share:
Basic	$	(0.30)	$	(0.03)	$	(0.51)	$	(0.10)
Diluted	$	(0.30)	$	(0.03)	$	(0.51)	$	(0.10)

For the three and six months ended June 30, 2020 and 2019, the Company incurred net losses and accordingly excluded common stock equivalents for outstanding stock-based awards, which represented all potentially dilutive securities, of 2.5 million and 2.9 million for the 2020 periods, respectively, and 2.5 million and 2.7 million for the 2019 periods, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature.

3. Restructuring Activity

From time to time, the Company approves and implements restructuring plans as a result of internal resource alignment and cost saving measures. Such restructuring plans include vacating certain leased facilities, terminating employees, and cancellation of contracts.

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(in thousands)
Employee separation expenses	$	52	$	402	$	97	$	874
Lease related charges	—		(44)		275		1,301
Other	12		58		181		158
	$	64	$	416	$	553	$	2,333


Table of Contents			MAXLINEAR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Lease related charges were related to exiting certain facilities. Lease-related charges for the six months ended June 30, 2019 included the impairment of right-of-use assets of $2.2 million and leasehold improvements of $1.4 million, partially offset by a gain on the extinguishment of lease liabilities of $2.9 million following the release from such liability by the landlord. The Company does not expect to incur additional material costs related to current restructuring plans.

The following table presents a roll-forward of the Company's restructuring liability for the six months ended June 30, 2020. The restructuring liability is included in accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets.


	Employee Separation Expenses		Lease Related Charges		Other		Total
	(in thousands)
Liability as of December 31, 2019	$	—	$	818	$	19	$	837

Restructuring charges	97		275		181		553

Cash payments	(44)		(155)		(27)		(226)
Non-cash charges and adjustments	—		(198)		(164)		(362)
Liability as of June 30, 2020	53		740		9		802
Less: current portion as of June 30, 2020	(