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, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill arises from the acquisition method of accounting for business combinations and represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations and the Company's estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date).

During the three and nine months ended September 30, 2019, there were no changes in the carrying amount of goodwill.

The Company performs an annual goodwill impairment assessment on October 31st each year, using a two-step quantitative assessment. Step one is the identification of potential impairment. This involves comparing the fair value of each reporting unit, which the Company has determined to be the entity itself, with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds the carrying amount, the goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any.

In addition to its annual review, the Company performs a test of impairment when indicators of impairment are present. During the three and nine months ended September 30, 2019 and 2018, no indications of impairment of the Company's goodwill balances were identified and, as a result, no goodwill impairment was recognized.

Acquired Intangibles

Finite-lived Intangible Assets

The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases:



		September 30, 2019							December 31, 2018
	Weighted Average Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
		(in thousands)
Licensed technology	3.7	$	2,156	$	(1,480	)	$	676	$	2,070	$	(1,130	)	$	940
Developed technology	6.9	240,461		(100,010		)	140,451		238,961		(74,630		)	164,331
Trademarks and trade names	6.1	13,800		(5,946		)	7,854		13,800		(4,252		)	9,548
Customer relationships	4.6	121,100		(70,797		)	50,303		121,100		(55,647		)	65,453
Non-compete covenants	3.0	1,100		(1,067		)	33		1,100		(872		)	228
	6.1	$	378,617	$	(179,300	)	$	199,317	$	377,031	$	(136,531	)	$	240,500

The following table sets forth amortization expense associated with finite-lived intangible assets, which is included in the consolidated statements of operations as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(in thousands)				(in thousands)
Cost of net revenue	$	8,487	$	8,979	$	25,410	$	26,935
Research and development	1		33		47		117
Selling, general and administrative	5,723		7,994		17,312		23,982
	$	14,211	$	17,006	$	42,769	$	51,034

Amortization of finite-lived intangible assets in cost of net revenue in the consolidated statements of operations results primarily from acquired developed technology.

The following table sets forth the activity related to finite-lived intangible assets:



	Nine Months Ended September 30,
	2019			2018
	(in thousands)
Beginning balance	$	240,500		$	310,645
Additions	86			—
Transfers to developed technology from IPR&D	1,500			—
Amortization	(42,769		)	(51,034		)
Impairment losses	—			(2,198		)
Ending balance	$	199,317		$	257,413

The Company regularly reviews the carrying amount of its long-lived assets subject to depreciation and amortization, as well as the related useful lives, to determine whether indicators of impairment may exist that warrant adjustments to carrying values or estimated useful lives. An impairment loss is 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 is measured based on the excess of the carrying amount of the asset over the asset’s fair value. During the three and nine months ended September 30, 2019, no impairment losses related to finite-lived intangible assets were recognized. Impairment losses related to finite-lived intangible assets for the three and nine months ended September 30, 2018 were $2.2 million and related to developed technology acquired from Exar Corporation, or Exar.

The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2019:



	Amount
	(in thousands)
2019 (3 months)	$	14,216
2020	56,196
2021	55,414
2022	37,879
2023	25,661
Thereafter	9,951
Total	$	199,317

Indefinite-lived Intangible Assets

Indefinite-lived intangible assets consist entirely of acquired in-process research and development technology, or IPR&D. The following table sets forth the Company’s activities related to the indefinite-lived intangible assets:



	Nine Months Ended September 30,
	2019			2018
	(in thousands)
Beginning balance	$	4,400		$	4,400
Transfers to developed technology from IPR&D	(1,500		)	—
Ending balance	$	2,900		$	4,400

The Company performs its annual assessment of indefinite-lived intangible assets on October 31 each year or more frequently if events or changes in circumstances indicate that the asset might be impaired utilizing a qualitative test as a precursor to the quantitative test comparing the fair value of the assets with their carrying amount. Based on the qualitative test, if it is more likely than not that indicators of impairment exists, the Company proceeds to perform a quantitative analysis. During the three and nine months ended September 30, 2019 and 2018, no indicators of impairment were identified and, as a result, no IPR&D impairment losses were recorded.