MaxLinear, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Business Combinations Business Combinations (Tables)

Business Combinations Business Combinations (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following is an allocation of purchase price as of the May 12, 2017 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by MaxLinear in the acquisition (in thousands):



Description	Amount
Preliminary purchase price allocation:
Cash	$	235,810
Accounts receivable	11,363
Inventory	48,536
Prepaid and other current assets	2,288
Property and equipment	3,442
Identifiable intangible assets	249,500
Deferred tax assets	7,675
Other assets	5,434
Accounts payable	(12,385		)
Accrued expenses and other current liabilities	(10,464		)
Accrued compensation	(5,253		)
Other long-term liabilities	(3,030		)
Identifiable net assets acquired	532,916
Goodwill	159,811
Total purchase price	$	692,727

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]



	Estimated Useful Life (in years)	Fair Value (in thousands)
Developed technology	7.0	$	120,900
Trademarks and tradenames	6.0	12,100
Customer-related intangible	5.0	96,300
Product backlog	0.5	3,600
Finite-lived intangible assets	6.0	232,900
In-process research and development	N/A	16,600
Total intangible assets		$	249,500

Schedule of Business Acquisitions by Acquisition, Consideration [Table Text Block]

The following table summarizes the fair value of purchase price consideration to acquire Exar (in thousands):



Acquisition Consideration	Amount

Cash ⁽¹⁾	$	688,114
Fair value of vested stock-based awards assumed ⁽²⁾	4,613
Total	$	692,727

__________________


⁽¹⁾	Cash consideration paid includes 51,953,635 shares ultimately tendered at $13.00 per share, or an aggregate total of $675.4 million, plus $12.7 million of cash paid to settle certain outstanding stock-based awards which were not assumed by MaxLinear in the merger.

⁽²⁾

MaxLinear assumed certain of Exar's outstanding stock-based awards as part of the merger, and estimated the fair value of such assumed stock-based awards. The portion allocated to purchase price consideration represents the vested assumed stock-based awards. The fair value of the MaxLinear equivalent stock options included in stock-based awards assumed was estimated using the Black-Scholes valuation model utilizing certain assumptions. Such assumptions are based on MaxLinear’s best estimates, which impact the fair value of the options calculated under the Black-Scholes methodology and, ultimately, the total consideration recorded for the acquisition.