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, 2021

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, 2021, there were no changes in the carrying value of goodwill.

The Company performs an annual goodwill impairment assessment on October 31st each year, using a quantitative assessment 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 carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded.

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, 2021 and 2020, there were no indications of impairment of the Company’s goodwill balances.

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, which are amortized over their estimated useful lives:


		September 30, 2021						December 31, 2020
	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	6.4	$	11,485	$	(2,065)	$	9,420	$	4,869	$	(2,006)	$	2,863
Developed technology	7.0	304,061		(178,485)		125,576		304,061		(146,252)		157,809
Trademarks and trade names	6.2	14,800		(10,620)		4,180		14,800		(8,818)		5,982
Customer relationships	4.6	128,800		(111,647)		17,153		128,800		(96,047)		32,753

Backlog	2.4	1,300		(935)		365		1,300		(641)		659
	6.2	$	460,446	$	(303,752)	$	156,694	$	453,830	$	(253,764)	$	200,066

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,
	2021		2020		2021		2020
	(in thousands)				(in thousands)
Cost of net revenue	$	10,761	$	9,910	$	32,288	$	27,093
Research and development	1		2		3		4
Selling, general and administrative	5,812		6,056		17,697		17,328
	$	16,574	$	15,968	$	49,988	$	44,425

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,
	2021		2020
	(in thousands)
Beginning balance	$	200,066	$	187,971
Acquisitions (Note 3)	—		81,100
Additions	6,616		388

Amortization	(49,988)		(44,425)
Impairment losses	—		(86)
Ending balance	$	156,694	$	224,948

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, 2021 and the three months ended September 30, 2020, no impairment losses related to finite-lived intangible assets were recognized. During the nine months ended September 30, 2020, the Company recognized impairment losses related to finite-lived intangible assets of $0.1 million.

The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2021:


	Amount
	(in thousands)
2021 (3 months)	$	16,810
2022	49,014
2023	37,462
2024	22,045
2025	11,947
Thereafter	19,416
Total	$	156,694

Indefinite-lived Intangible Assets

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



	Nine Months Ended September 30,
	2021		2020
	(in thousands)
Beginning balance	$	7,200	$	—
Acquisitions (Note 3)	—		7,200


Ending balance	$	7,200	$	7,200

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, 2021 and 2020, no indicators of impairment were identified and, as a result, no IPR&D impairment losses were recorded.