MaxLinear, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Income Taxes

Income Taxes

12 Months Ended

Dec. 31, 2017

The domestic and international components of income (loss) before income tax provision (benefit) are presented as follows:



	Years Ended December 31,
	2017			2016			2015
	(in thousands)
Domestic	$	42,580		$	75,778		$	(44,094	)
Foreign	(76,578		)	(12,088		)	1,188
Income (loss) before income taxes	$	(33,998	)	$	63,690		$	(42,906	)

The income tax provision (benefit) consists of the following:



	Years Ended December 31,
	2017			2016			2015
	(in thousands)
Current:
Federal	$	13,470		$	1,216		$	—
State	26			(11		)	16
Foreign	1,784			1,092			942
Total current	15,280			2,297			958
Deferred:
Federal	19,451			17,492			(13,759		)
State	(4,668		)	(8,271		)	(1,034		)
Foreign	(3,697		)	(2,459		)	126
Valuation allowance release due to acquisition	—			—			(1,757		)
Change in valuation allowance	(51,177		)	(6,661		)	14,891
Total deferred	(40,091		)	101			(1,533		)
Total income tax provision (benefit)	$	(24,811	)	$	2,398		$	(575	)

The actual income tax provision (benefit) differs from the amount computed using the federal statutory rate as follows:



	Years Ended December 31,
	2017			2016			2015
	(in thousands)
Provision (benefit) at statutory rate	$	(11,899	)	$	22,294		$	(14,588	)
State income taxes (net of federal benefit)	17			(13		)	275
Research and development credits	(8,153		)	(9,076		)	(2,083		)
Foreign rate differential	23,666			2,888			(62		)
Stock compensation	(5,713		)	(5,756		)	549
Foreign deemed dividend	—			51			279
Transaction costs	553			749			1,329
Uncertain tax positions	1,993			(1,204		)	600
Foreign tax credits	(5		)	(72		)	(144		)
Permanent and other	813			(802		)	96
Foreign unremitted earnings	(1,368		)	—			—
Tax Act	25,205			—			—
Other tax rate changes	1,257			—			—
Valuation allowance release due to acquisition	—			—			(1,757		)
Valuation allowance	(51,177		)	(6,661		)	14,931
Total income tax provision (benefit)	$	(24,811	)	$	2,398		$	(575	)

The components of the deferred income tax assets are as follows:



	December 31,
	2017			2016
	(in thousands)
Deferred tax assets:
Net operating loss carryforwards	$	77,355		$	19,524
Research and development credits	69,668			58,170
Accrued expenses and other	10,506			13,387
Accrued compensation	2,444			2,073
Stock-based compensation	2,659			3,451
Intangible assets	—			8,575
	162,632			105,180
Less valuation allowance	(84,560		)	(100,284		)
	78,072			4,896
Deferred tax liabilities:
Fixed assets	(1,777		)	(2,202		)
Intangible assets	(35,981		)	—
Unremitted foreign earnings	(436		)	(2,909		)
Net deferred tax assets (liabilities)	$	39,878		$	(215	)

At December 31, 2017, the Company had federal, state and foreign tax net operating loss carryforwards of approximately $301.7 million, $106.3 million and $88.1 million, respectively. The federal, state and foreign tax loss carryforwards will begin to expire in 2020, 2018 and 2022 respectively, unless previously utilized.

At December 31, 2017, the Company had federal, state and foreign tax credit carryforwards of approximately $31.8 million, $81.4 million and $5.2 million, respectively. The federal and foreign tax credit carryforwards will begin to expire in 2023 and 2018 respectively, unless previously utilized. The state tax credit carryforwards do not expire. The Company also has foreign incentive deductions of approximately $22.0 million that do not expire.

In addition, the Company has federal alternative minimum tax credit carryforwards of approximately $1.4 million that will be refundable in future years, due to the Tax Cuts and Jobs Act described below.

The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the temporary differences reverse. The Company records a valuation allowance to reduce its deferred taxes to the amount it believes is more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. Based upon the Company's review of all positive and negative evidence, the Company released the valuation allowance against certain of its federal deferred tax assets during the year ended December 31, 2017. Of the federal valuation allowance of $61.6 million as of December 31, 2016, the Company released $51.2 million during the year ended December 31, 2017. The Company continues to have a valuation allowance on its state deferred taxes, certain of its federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where the Company has cumulative losses or otherwise is not expected to utilize certain tax attributes. The Company does not incur expense or benefit in certain tax free jurisdictions in which it operates.

Income tax positions must meet a more-likely-than-not threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first financial reporting period in which that threshold is no longer met. The Company records potential penalties and interest accrued related to unrecognized tax benefits within the consolidated statements of operations as income tax expense. At December 31, 2017, the Company’s unrecognized tax benefits totaled $63.1 million, $50.6 million of which, if recognized at a time when the valuation allowance no longer exists, would affect the effective tax rate. At December 31, 2017, the Company had accrued approximately $1.6 million of interest and penalties. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months, other than through potential adjustments that could result from the evaluation of certain income tax positions in finalizing the purchase accounting for Exar (Note 3).

The following table summarizes the changes to the unrecognized tax benefits during 2017, 2016 and 2015:



	(in thousands)
Balance as of December 31, 2014	$	10,808
Additions based on tax positions related to the current year	2,585
Additions related to acquisition	13,733
Decreases based on tax positions of prior year	(1,073		)
Balance as of December 31, 2015	$	26,053
Additions based on tax positions related to the current year	2,025
Decreases based on tax positions of prior year	(4,661		)
Balance as of December 31, 2016	$	23,417
Additions based on tax positions related to the current year	3,037
Additions related to acquisitions	37,090
Decreases based on tax positions of prior year	(458		)
Balance as of December 31, 2017	$	63,086

The Company is subject to federal and state income tax in the United States and is also subject to income tax in certain other foreign tax jurisdictions. At December 31, 2017, the statutes of limitations for the assessment of federal, state, and foreign income taxes are closed for the years before 2014, 2013 and 2010, respectively.

In April 2017, the Company's subsidiary in Singapore began operating under certain tax incentives in Singapore, which are generally effective through March 2022, 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. Primarily because of the Company's Singapore net operating losses and a full valuation allowance in Singapore, the incentives did not have a material impact on the Company's income tax expense in 2017.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning in 2018, the transition of U.S international taxation from a worldwide tax system to a territorial system, which includes a new federal tax on global intangible low-taxed income (Global Minimum Tax or GMT), and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The Company has calculated its best estimate of the impact of the Tax Act in its 2017 income tax benefit in accordance with its understanding of the Tax Act and guidance available as of the date of this filing.

In addition, the SEC Staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

The Company's accounting for the following elements of the Tax Act is incomplete. However, the Company was able to make reasonable estimates of certain effects and, therefore, recorded provisional adjustments. The provisional amounts described below are subject to revisions as the Company completes its analysis of the Tax Act, collects and prepares necessary data, and interprets any additional guidance issued by the U.S. Treasury Department, Internal Revenue Service, or IRS, FASB, and other standard-setting and regulatory bodies. Adjustments to the provisional amounts may materially impact the Company's consolidated income tax provision (benefit) and effective tax rates in the period(s) in which such adjustments are made. The Company's accounting for the tax effects of the Tax Act will be completed during the one-year measurement period.

Reduction of US federal corporate tax rate: For certain of its deferred tax assets and liabilities, the Company has recorded a provisional decrease of $15.7 million, with a corresponding net adjustment to deferred income tax expense of $15.7 million for the year ended December 31, 2017. This is net of a related provisional reduction in valuation allowance of $8.7 million. This provisional estimate may be affected by other analyses related to the Tax Act, including, but not limited to, the Company's calculation of deemed repatriation of deferred foreign income and the state tax effect of adjustments made to federal temporary differences, the deductibility of amounts related to covered officers and adjustments to temporary differences, as well as changes to the Company's valuation allowance and effects related to the finalization of purchase accounting for Exar.

Deemed Repatriation Transition Tax: The Company recorded approximately $0.8 million for the transition tax, which may generally be paid over eight years. However, the Company is continuing to gather additional information, awaiting additional guidance from the relevant authorities, and performing additional analyses to more precisely determine past earnings and foreign tax amounts and will update this provisional estimate when such work is completed within the one-year measurement period.

Valuation allowances: The Company must assess whether its valuation allowance analyses are affected by various aspects of the Tax Act (e.g., deemed repatriation of deferred foreign income, GMT inclusions, new categories of FTCs). Since, as discussed herein, the Company has recorded provisional amounts related to certain portions of the Tax Act, any corresponding determination of the need for or change in a valuation allowance is also provisional.

Beginning in 2018, the Tax Act generally provides a 100% federal deduction for dividends received from foreign subsidiaries. Nevertheless, companies must still apply the guidance of ASC Topic 740 to account for the tax consequences of outside basis differences and other tax impacts of their investments in non-U.S. subsidiaries, including potential foreign withholding taxes on distributions. While the Company has recorded a provisional amount for the federal transition tax on the deemed repatriated earnings that were previously indefinitely reinvested, the Company was unable to determine a reasonable estimate of the remaining tax liability, if any, under the Tax Act for its remaining outside basis differences or to evaluate how the Tax Act will affect the Company's existing accounting position to indefinitely reinvest unremitted foreign earnings. Therefore, the Company has not included a provisional amount for this item in its consolidated financial statements for fiscal 2017. The Company will record amounts, as necessary, for this item beginning in the first reporting period during the measurement period in which the Company obtains necessary information and is able to analyze and prepare a reasonable estimate.

Under U.S. GAAP, the Company is allowed to make an accounting policy choice with respect to the GMT of either (1) treating taxes due on future U.S. inclusions in taxable income related to GMT as a current-period expense when incurred or (2) as a component of deferred income taxes. The Company will make its accounting policy election for this item when its analysis is complete, during the measurement period.