Inventory $160.5 $166.0 $131.7 Other assets $537.9 $552.6 $585.4 Q1'23 Guidance Appendix | --- | --- | --- | --- | |--------------------------------------------------------|-------------------|---------------------------------------|-------------------| | | December 31, 2022 | Three Months Ended September 30, 2022 | December 31, 2021 | | GAAP impairment losses | 2,811 | — | — | | Impairment losses | (2,811) | — | — | | Non-GAAP impairment losses | — | — | — | | GAAP restructuring expenses | 1,172 | 631 | — ...

Financial Data and Key Metrics Changes - The company's Q4 2022 revenue was $290.6 million, up 2% sequentially and 17% year-on-year, marking a record revenue milestone of over $1 billion for the fiscal year 2022 [113][132] - Non-GAAP gross margin for Q4 was 59.6%, while GAAP gross margin was approximately 56.2%, with a decline attributed to a mix shift in end market revenues [118][113] - Cash flow from operating activities in Q4 was $69.4 million, with total operating cash flow for the year exceeding $389 million, more than double compared to 2021 [17][113] Business Line Data and Key Metrics Changes - Broadband revenue in Q4 was $99 million, down 17% sequentially and 23% year-on-year, reflecting a normalization of demand and excess channel inventory [132][129] - Connectivity revenue reached $105 million in Q4, up 27% sequentially and 99% year-on-year, driven by strong demand for Wi-Fi 6 and 6E solutions [40][128] - Infrastructure revenue was $32 million, down 11% versus the prior quarter but flat year-on-year, impacted by substrate supply constraints [40][132] Market Data and Key Metrics Changes - The fiber access revenue increased more than four times from 2021, with strong design win momentum entering 2023 [115][129] - The company is experiencing strong demand for wireless infrastructure products, with expectations for growth despite previous supply chain challenges [130][39] - The market for PON (Passive Optical Network) is identified as a particular area of strength globally, with government incentives for fiber upgrades beginning to roll out [115][39] Company Strategy and Development Direction - The company is focused on maintaining a conservative stance in planning its annual operating plan and investments, emphasizing disciplined management [7] - There is optimism regarding the growth potential in Wi-Fi infrastructure and fiber broadband access, with expectations for significant growth in the coming years [5][12] - The company is excited about the pending acquisition of Silicon Motion, which is expected to enhance growth opportunities and product offerings [41][117] Management's Comments on Operating Environment and Future Outlook - Management acknowledges a challenging operating environment with low visibility but remains optimistic about a recovery in the second half of 2023 [4][5] - The company expects to navigate through inventory corrections, with hopes for improvements in Q3 and Q4 [6][5] - Management emphasizes the importance of operational efficiencies and disciplined spending in the current market conditions [90][72] Other Important Information - The company has made a $50 million prepayment against its long-term debt, which currently stands at approximately $120 million [133] - The company is actively working to optimize its debt structure to lower expected costs of capital related to the acquisition [41][72] - The company is engaged in ongoing qualifications for its optical products, with expectations for meaningful revenue growth in data centers over the next two years [15][39] Q&A Session Summary Question: What is the outlook for the broadband business? - Management indicated that the broadband business is expected to see a decline of 30% to 40% from its peak, with hopes for stabilization in 2024 [94][132] Question: Can you provide an update on backlog trends? - Management noted that while backlog remains strong, there have been instances of customers requesting shipment push-outs or cancellations [19][20] Question: What is the status of the SAMR approval process for the acquisition? - Management remains optimistic about closing the acquisition by mid-2023, although they did not provide specific details on the dialogue with SAMR [41][45] Question: How is the company managing operating expenses in the current environment? - Management plans to reduce operating expenses throughout the year, acknowledging the uncertain revenue environment [90][89] Question: What are the expectations for Wi-Fi 7 and design win share? - Management expressed confidence in capturing a significant share of the Wi-Fi 7 market, with design wins expected to ramp up later in the year [141][13]

Part I [Business](index=5&type=section&id=Item%201.%20Business) MaxLinear is a fabless semiconductor company providing SoC solutions for broadband, infrastructure, data center, and industrial markets, leveraging CMOS technology and relying on third-party foundries - MaxLinear provides communications systems-on-chip (SoC) solutions for various markets, operating on a **fabless manufacturing model**[22](index=22&type=chunk) - Products are manufactured using **low-cost CMOS process technology**, enabling high integration and reduced power consumption[23](index=23&type=chunk)[24](index=24&type=chunk) Customer and Geographic Revenue Concentration (FY 2022) | Metric | Percentage of Net Revenue | | :--- | :--- | | Top 10 Customers | 65% | | Top 2 Customers | 31% | | Shipments to Asia | 82% | | Shipments to Hong Kong | 43% | | Shipments to China | 16% | - As of December 31, 2022, MaxLinear had **1,844 full-time employees**, with **1,368 in Research & Development**[88](index=88&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its pending merger, increased indebtedness, intense competition, adverse economic conditions, customer concentration, reliance on third-party manufacturers, export controls, and litigation - The pending merger with Silicon Motion poses significant risks, including integration failure, customer relationship disruption, and key personnel retention challenges[97](index=97&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) - The merger will incur material indebtedness of up to **$3.5 billion**, impacting operating results and cash flows, and requires **SAMR approval in China**[112](index=112&type=chunk)[115](index=115&type=chunk) - The company faces intense competition from large semiconductor firms like Broadcom and Qualcomm, with increasing competitive pressure from industry consolidation[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) - Global economic conditions, including high inflation and potential recession, could adversely affect revenues and operating results by causing customers to delay or reduce spending[138](index=138&type=chunk) - The business is subject to U.S. export control laws, specifically new BIS rules from October 2022 impacting business with certain entities in China[146](index=146&type=chunk)[147](index=147&type=chunk)[149](index=149&type=chunk) - MaxLinear relies on a limited number of third-party foundries (SMIC, TSMC, UMC) and contractors, primarily in Asia, posing risks of capacity shortages, quality control, and geopolitical instability[249](index=249&type=chunk)[250](index=250&type=chunk)[253](index=253&type=chunk) [Unresolved Staff Comments](index=50&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[286](index=286&type=chunk) [Properties](index=50&type=section&id=Item%202.%20Properties) The company's corporate headquarters are in Carlsbad, California, with additional leased facilities globally, deemed adequate for current operations - The corporate headquarters is in Carlsbad, California, occupying approximately **68,000 square feet** under a lease expiring in December 2023[287](index=287&type=chunk) - MaxLinear maintains additional leased facilities across North America, Asia, and Europe[287](index=287&type=chunk) [Legal Proceedings](index=51&type=section&id=Item%203.%20Legal%20Proceedings) MaxLinear is involved in multiple patent infringement lawsuits by Bell Semiconductor LLC, with trials tentatively scheduled for February 2024, and an ITC determination by March 2024 - Bell Semiconductor LLC filed multiple patent infringement lawsuits against MaxLinear in 2022, with trials tentatively scheduled for **February 2024**[289](index=289&type=chunk)[290](index=290&type=chunk)[291](index=291&type=chunk) - Bell Semiconductor also filed an ITC suit, with an initial determination expected in **November 2023** and a final determination by **March 2024**[292](index=292&type=chunk) [Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[294](index=294&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=53&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) MaxLinear's common stock trades on Nasdaq (MXL), has never paid dividends, and its stock repurchase program is suspended due to the pending Silicon Motion merger - The company's common stock is traded on the Nasdaq Stock Market LLC under the symbol **MXL**[297](index=297&type=chunk) - MaxLinear has never declared or paid cash dividends and intends to retain future earnings for business operations[298](index=298&type=chunk) Stock Repurchase Activity (FY 2022) | Metric | Value | | :--- | :--- | | Total Shares Repurchased | 564,449 | | Average Price Paid Per Share | ~$55.80 (calculated) | | Total Cost | ~$31.5 million (calculated) | | Remaining Authorization | ~$45.0 million | | Program Status | Suspended since July 2022 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=54&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In FY2022, MaxLinear's net revenue grew 26% to $1.12 billion, with net income increasing to $125.0 million, while the company is pursuing a $4.3 billion acquisition of Silicon Motion - The company agreed to acquire Silicon Motion for approximately **$4.3 billion**, pending regulatory approval in China and funded by cash and up to **$3.5 billion in debt financing**[314](index=314&type=chunk)[315](index=315&type=chunk) Results of Operations (FY 2022 vs. FY 2021) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Net Revenue | $1,120.3 M | $892.4 M | 26% | | Gross Profit | $649.8 M | $495.8 M | 31% | | Gross Margin | 58% | 56% | +200 bps | | Income from Operations | $180.2 M | $65.2 M | 176% | | Net Income | $125.0 M | $42.0 M | 198% | Net Revenue by Market (FY 2022 vs. FY 2021) | Market | 2022 Revenue | 2021 Revenue | % Change | | :--- | :--- | :--- | :--- | | Broadband | $493.2 M | $492.5 M | 0% | | Connectivity | $303.9 M | $149.3 M | 104% | | Infrastructure | $136.3 M | $119.4 M | 14% | | Industrial and multi-market | $186.8 M | $131.2 M | 42% | | **Total** | **$1,120.3 M** | **$892.4 M** | **26%** | - As of December 31, 2022, the company held **$187.4 million in cash and cash equivalents** and had **$125.0 million in outstanding long-term debt principal**[358](index=358&type=chunk)[360](index=360&type=chunk) - Net cash provided by operating activities significantly increased to **$388.7 million** in 2022 from **$168.2 million** in the prior year[367](index=367&type=chunk)[368](index=368&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=67&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are foreign currency and interest rates, with foreign currency risk limited and interest rate risk mitigated by debt prepayments - Foreign currency risk is limited as most international agreements are denominated in **U.S. dollars**[378](index=378&type=chunk) - The company is subject to interest rate risk from variable-rate credit agreements, mitigated by principal prepayments on indebtedness[380](index=380&type=chunk) [Financial Statements and Supplementary Data](index=68&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for FY2022, including balance sheets, income statements, and cash flows, with an unqualified audit opinion [Consolidated Balance Sheets](index=83&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Data (as of Dec 31) | Account | 2022 | 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $187.4 M | $130.6 M | | Accounts receivable, net | $171.0 M | $119.7 M | | Inventory | $160.5 M | $131.7 M | | Goodwill | $306.7 M | $306.7 M | | Intangible assets, net | $109.3 M | $152.5 M | | **Total Assets** | **$1,180.0 M** | **$1,050.4 M** | | **Liabilities & Equity** | | | | Accounts payable | $68.6 M | $53.0 M | | Long-term debt | $121.8 M | $306.2 M | | **Total Liabilities** | **$503.6 M** | **$561.2 M** | | **Total Stockholders' Equity** | **$676.4 M** | **$489.2 M** | | **Total Liabilities & Equity** | **$1,180.0 M** | **$1,050.4 M** | [Consolidated Statements of Operations](index=84&type=section&id=Consolidated%20Statements%20of%20Operations) Consolidated Statement of Operations (Year Ended Dec 31) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net Revenue | $1,120.3 M | $892.4 M | $478.6 M | | Gross Profit | $649.8 M | $495.8 M | $212.8 M | | R&D Expense | $296.4 M | $278.4 M | $180.0 M | | SG&A Expense | $168.0 M | $149.9 M | $130.0 M | | Income (Loss) from Operations | $180.2 M | $65.2 M | $(101.1) M | | Net Income (Loss) | $125.0 M | $42.0 M | $(98.6) M | | Diluted EPS | $1.55 | $0.53 | $(1.35) | [Consolidated Statements of Cash Flows](index=87&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statement of Cash Flows (Year Ended Dec 31) | Cash Flow Category | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $388.7 M | $168.2 M | | Net cash used in investing activities | $(91.8) M | $(91.8) M | | Net cash used in financing activities | $(240.4) M | $(91.9) M | | **Increase (decrease) in cash** | **$56.6 M** | **$(18.3) M** | [Controls and Procedures](index=68&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2022, with an unqualified auditor opinion - The principal executive and financial officers concluded that disclosure controls and procedures were **effective** as of the report period end[384](index=384&type=chunk) - Management concluded that internal control over financial reporting was **effective** as of December 31, 2022[385](index=385&type=chunk) - Grant Thornton LLP issued an **unqualified opinion** on the effectiveness of internal control over financial reporting[391](index=391&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Executive Compensation, and Other Matters](index=72&type=section&id=Items%2010-14) Information for Items 10-14, covering governance, compensation, and related matters, is incorporated by reference from the company's 2023 Proxy Statement - Information for Items 10-14, including Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Related Transactions, and Principal Accountant Fees, is incorporated by reference from the company's **2023 Proxy Statement**[402](index=402&type=chunk)[407](index=407&type=chunk)[408](index=408&type=chunk)[409](index=409&type=chunk)[410](index=410&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=73&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the Form 10-K, including financial statements, schedules, and various exhibits - This section contains the list of financial statements, financial statement schedules, and exhibits filed with the **Form 10-K**[413](index=413&type=chunk) Schedule II – Valuation and Qualifying Accounts (in thousands) | Classification | Balance at Dec 31, 2021 | Additions charged to expenses | (Deductions) | Balance at Dec 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | Warranty reserves | $774 | $358 | $(659) | $473 | | Valuation allowance for deferred tax assets | $68,151 | $4,169 | $(6,047) | $66,273 |

MaxLinear, Inc. (NASDAQ:MXL) Q3 2022 Earnings Conference Call October 25, 2022 4:30 PM ET Company Participants Leslie Green - Investor Relations Kishore Seendripu - Chief Executive Officer Steve Litchfield - Chief Financial Officer & Chief Corporate Strategy Officer Conference Call Participants Quinn Bolton - Needham & Co. Tore Svanberg - Stifel Gary Mobley - Wells Fargo Securities Alessandra Vecchi - William Blair David Williams - Benchmark Christopher Rolland - Susquehanna Financial Group Ananda Baruah - ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number: 001-34666 MaxLinear Inc. (Exact name of Registrant as specified in its charter) Delaware 14-1896129 (State or other jurisdiction of incorpo ...

MaxLinear, Inc. (NASDAQ:MXL) Q2 2022 Earnings Conference Call July 27, 2022 4:30 PM ET Company Participants Leslie Green - IR Kishore Seendripu - CEO Steve Litchfield - CFO and Chief Corporate Strategy Officer Conference Call Participants Tore Svanberg - Stifel Quinn Bolton - Needham & Company Gary Mobley - Wells Fargo David Williams - the Benchmark Company Suji DeSilva - ROTH Capital Ananda Baruah - Loop Capital Chris Rolland - SFG Richard Shannon - Craig-Hallum Operator Greetings, and welcome to the MaxLi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number: 001-34666 MaxLinear Inc. (Exact name of Registrant as specified in its charter) Delaware 14-1896129 (State or other jurisdiction of incorporatio ...

MaxLinear to Acquire Silicon Motion Building Transformative Scale May 5, 2022 Cautionary Note Concerning Forward-Looking Statements 2 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Unless otherwise indicated, all forward looking statements are based on estimates, projections, and assumptions of MaxLinear as of the date of this presentation. These forward-loo ...

MaxLinear, Inc. (NASDAQ:MXL) Q1 2022 Earnings Conference Call April 27, 2022 4:30 PM ET Corporate Participants Nicholas Aberle - Vice President-Finance and Investor Relations Kishore Seendripu - Chief Executive Officer Steve Litchfield - Chief Financial Officer and Chief Corporate Strategy Officer Conference Call Participants Jeremy Loiacono - Stifel Alex Leszcz - William Blair David Williams - The Benchmark Company Suji DeSilva - ROTH Capital Gary Mobley - Wells Fargo Securities Sam Peterman - Craig-Hallum ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 OR (760) 692-0711 (Registrant's telephone number, including area code) N/A ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number: 001-34666 MaxLinear Inc. (Exact name of Registrant as specified in its ...