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

Quarterly report pursuant to Section 13 or 15(d)

Goodwill and Intangible Assets

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill were as follows:



	Carrying Value
	(in thousands)
Balance as of January 1, 2016	$	49,779
Acquisition of wireless infrastructure access business	6,935
Acquisition of wireless infrastructure backhaul business	19,080
Balance as of September 30, 2016	$	75,794

Goodwill is not amortized, but is tested for impairment using a two-step method on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair market value of the reporting unit. No goodwill impairment was recognized for three and nine months ended September 30, 2016 and 2015.

Acquired Intangibles

Finite-lived Intangible Assets

The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and technology licenses purchased, which continue to be amortized:



		September 30, 2016							December 31, 2015
	Weighted Average Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
		(in thousands)
Licensed technology	3	$	3,311	$	(2,917	)	$	394	$	2,921	$	(2,725	)	$	196
Developed technology	7	74,700		(10,882		)	63,818		47,000		(4,652		)	42,348
Trademarks and trade names	7	1,700		(344		)	1,356		1,700		(162		)	1,538
Customer relationships	3.7	20,000		(3,036		)	16,964		4,700		(627		)	4,073
Covenants non-compete	3	900		(81		)	819		—		—			—
Backlog	0.5	26,600		(25,566		)	1,034		24,200		(24,200		)	—
		$	127,211	$	(42,826	)	$	84,385	$	80,521	$	(32,366	)	$	48,155

Amortization expense related to intangible assets was $5.8 million and $10.5 million in the three and nine months ended September 30, 2016, respectively, and $13.8 million and $23.2 million in the three and nine months ended September 30, 2015, respectively.

The following table sets forth the activity during the nine months ended September 30, 2016 related to finite-lived intangible assets resulting from the acquisition of the wireless infrastructure access business, wireless infrastructure backhaul business, other additions and amortization of acquired finite-lived intangible assets:



	Carrying Amount
	(in thousands)
Balance as of December 31, 2015	$	48,155
Acquisition of wireless infrastructure access business	12,300
Acquisition of wireless infrastructure backhaul business	34,000
Other additions	390
Amortization	(10,460		)
Balance as of September 30, 2016	$	84,385

The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2016:



	Amortization
	(in thousands)
2016 (three months)	$	5,623
2017	18,360
2018	18,343
2019	12,042
2020	11,228
2021	10,850
Thereafter	7,939
Total	$	84,385

Indefinite-lived Intangible Assets

The following table sets forth the activity of the Company’s indefinite-lived intangible assets, which consists of in-process research and development technology:



	Gross Carrying Amount
	(in thousands)
Balance as of December 31, 2015	$	3,200
Acquisition of wireless infrastructure access business	1,300
Acquisition of wireless infrastructure backhaul business	22,300
IPR&D impairment losses ⁽¹⁾	(1,300		)
Balance as of September 30, 2016	$	25,500

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⁽¹⁾	IPR&D impairment losses related to abandonment of IPR&D of the wireless infrastructure access business.

The Company regularly reviews the carrying amount of its long-lived assets, as well as the useful lives, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. An impairment loss would be recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset. Should impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the asset over the asset’s fair value. Impairment losses related to long-lived assets of $1.3 million, which consisted of all of the IPR&D of the wireless infrastructure access business, were recognized for the three and nine months ended September 30, 2016. No impairment losses related to long-lived assets were recognized for the three and nine months ended September 30, 2015.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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