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

Quarterly report pursuant to Section 13 or 15(d)

Business Combinations (Tables)

Business Combinations (Tables)

6 Months Ended

Jun. 30, 2018

Schedule of Business Acquisitions by Acquisition, Consideration

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



	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.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following is the 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 an estimate of the fair value of the assets acquired and the liabilities assumed by MaxLinear in the acquisition (in thousands):



Description	Amount
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	7,955
Other assets	5,434
Accounts payable	(12,385		)
Accrued expenses and other current liabilities	(11,264		)
Accrued compensation	(5,253		)
Other long-term liabilities	(3,030		)
Identifiable net assets acquired	532,396
Goodwill	160,331
Total purchase price	$	692,727

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The following table presents details of the identified intangible assets acquired of Exar:



	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