[PART I — FINANCIAL INFORMATION](index=3&type=section&id=Part%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section presents MaxLinear, Inc.'s unaudited consolidated financial statements and management's discussion for the periods ended June 30, 2025, and December 31, 2024 [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) MaxLinear's unaudited consolidated financial statements for Q2 2025 and FY 2024, including balance sheets, income, comprehensive loss, equity, and cash flows, are presented with detailed notes [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) Analysis of MaxLinear's financial position, detailing assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Total Assets | $863,737 | $864,639 | $(902) | (0.10)% | | Total Liabilities | $375,406 | $348,356 | $27,050 | 7.76% | | Total Stockholders' Equity | $488,331 | $516,283 | $(27,952) | (5.41)% | - Current assets increased slightly from **$323.4 million to $330.1 million**, driven by an increase in accounts receivable, net, from **$85.5 million to $105.8 million**[9](index=9&type=chunk) - Current liabilities increased from **$182.3 million to $213.5 million**, primarily due to a rise in accrued expenses and other current liabilities from **$87.4 million to $120.0 million**[9](index=9&type=chunk) [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Review of MaxLinear's financial performance, including net revenue, gross profit, and net loss for the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :------- | | Net revenue | $108,813 | $91,990 | $16,823 | 18.29% | | Gross profit | $61,525 | $50,186 | $11,339 | 22.60% | | Loss from operations | $(24,615) | $(40,820) | $16,205 | (39.70)% | | Net loss | $(26,586) | $(39,266) | $12,680 | (32.30)% | | Basic Net loss per share | $(0.31) | $(0.47) | $0.16 | (34.04)% | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :-------------------- | :------- | | Net revenue | $204,746 | $187,259 | $17,487 | 9.34% | | Gross profit | $115,356 | $99,454 | $15,902 | 16.00% | | Loss from operations | $(70,709) | $(115,436) | $44,727 | (38.75)% | | Net loss | $(76,299) | $(111,575) | $35,276 | (31.62)% | | Basic Net loss per share | $(0.89) | $(1.35) | $0.46 | (34.07)% | - Operating expenses decreased for both the three and six months ended June 30, 2025, primarily due to reductions in research and development and selling, general and administrative expenses[11](index=11&type=chunk) [Consolidated Statements of Comprehensive Loss](index=6&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Examination of MaxLinear's total comprehensive loss, including net loss and other comprehensive income items, for the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :------- | | Net loss | $(26,586) | $(39,266) | $12,680 | (32.30)% | | Foreign currency translation adjustments, net of tax | $6,300 | $(943) | $7,243 | (768.08)% | | Total comprehensive loss | $(20,286) | $(40,209) | $19,923 | (49.55)% | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :-------------------- | :------- | | Net loss | $(76,299) | $(111,575) | $35,276 | (31.62)% | | Foreign currency translation adjustments, net of tax | $7,157 | $(2,725) | $9,882 | (362.64)% | | Total comprehensive loss | $(69,142) | $(114,300) | $45,158 | (39.51)% | [Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity%20for%20the%20Fiscal%20Quarters%20Ended%20June%2030%2C%202025%20and%202024) Overview of changes in MaxLinear's stockholders' equity, including additional paid-in capital and accumulated deficit, for the fiscal quarters ended June 30, 2025 and 2024 | Metric | Balance at Dec 31, 2024 (in thousands) | Balance at June 30, 2025 (in thousands) | Change (in thousands) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | :-------------------- | | Additional Paid-In Capital | $886,823 | $928,012 | $41,189 | | Accumulated Other Comprehensive Income (Loss) | $(6,823) | $334 | $7,157 | | Accumulated Deficit | $(363,725) | $(440,024) | $(76,299) | | Total Stockholders' Equity | $516,283 | $488,331 | $(27,952) | - The increase in Additional Paid-In Capital was primarily due to **stock-based compensation of $36.0 million** and common stock issued pursuant to equity awards[17](index=17&type=chunk)[22](index=22&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Analysis of MaxLinear's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 | Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | | :-------------------------------------- | :------------------------------------------ | :------------------------------------------ | :-------------------- | | Net cash provided by (used in) operating activities | $(911) | $13,274 | $(14,185) | | Net cash used in investing activities | $(9,368) | $(14,498) | $5,130 | | Net cash used in financing activities | $(61) | $(77) | $16 | | Decrease in cash, cash equivalents and restricted cash | $(9,350) | $(2,219) | $(7,131) | - The shift in operating cash flow from positive to negative was mainly driven by changes in working capital, including payments against price protection liability and severance costs[226](index=226&type=chunk) [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Detailed explanations of MaxLinear's significant accounting policies, financial instruments, debt, stock-based compensation, income taxes, and various commitments and contingencies [Note 1. Organization and Summary of Significant Accounting Policies](index=10&type=section&id=1.%20Organization%20and%20Summary%20of%20Significant%20Accounting%20Policies) Overview of MaxLinear's business as a fabless integrated circuit design company and its significant accounting policies, with no material changes reported - MaxLinear, Inc. is a fabless integrated circuit design company providing communications systems-on-chips (SoCs) solutions for broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications[23](index=23&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - No material changes to the Company's significant accounting policies during the six months ended June 30, 2025[30](index=30&type=chunk) - The recently enacted 'One Big Beautiful Bill Act of 2025' (2025 Act) reinstates 100% accelerated depreciation and immediate expensing of domestic R&D costs, with retroactive application, but is not expected to have a material impact on the Company's financial position for the year ending December 31, 2025[37](index=37&type=chunk) [Note 2. Net Income (Loss) Per Share](index=12&type=section&id=2.%20Net%20Income%20%28Loss%29%20Per%20Share) Details on MaxLinear's basic and diluted net loss per share calculations for the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss (in thousands) | $(26,586) | $(39,266) | $(76,299) | $(111,575) | | Weighted average common shares outstanding—basic (in thousands) | 86,626 | 83,477 | 85,952 | 82,913 | | Basic Net loss per share | $(0.31) | $(0.47) | $(0.89) | $(1.35) | | Diluted Net loss per share | $(0.31) | $(0.47) | $(0.89) | $(1.35) | - Dilutive common stock equivalents (**7.8 million for Q2 2025** and **6.4 million for H1 2025**) were excluded from diluted EPS calculation due to their anti-dilutive nature in periods of net loss[39](index=39&type=chunk)[40](index=40&type=chunk) [Note 3. Business Combinations](index=12&type=section&id=3.%20Business%20Combinations) Information regarding the termination of MaxLinear's merger agreement with Silicon Motion and the subsequent arbitration proceedings - MaxLinear terminated the Merger Agreement with Silicon Motion on July 26, 2023, citing unmet closing conditions, a Material Adverse Effect on Silicon Motion, and material breaches by Silicon Motion[42](index=42&type=chunk)[43](index=43&type=chunk)[171](index=171&type=chunk) - Silicon Motion initiated arbitration with the Singapore International Arbitration Centre on October 5, 2023, alleging MaxLinear breached the Merger Agreement and seeking damages, fees, and costs[44](index=44&type=chunk)[172](index=172&type=chunk) [Note 4. Restructuring Activity](index=13&type=section&id=4.%20Restructuring%20Activity) Details on MaxLinear's restructuring charges, including employee separation expenses, lease-related charges, and other costs | Restructuring Charges (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Employee separation expenses | $4,561 | $(145) | $6,158 | $19,793 | | Lease related charges | $933 | $817 | $935 | $2,954 | | Other | $86 | $193 | $6,366 | $748 | | Total Restructuring Charges | $5,580 | $865 | $13,459 | $23,495 | - Restructuring costs for the six months ended June 30, 2025, included **$6.4 million in charges for ceased CAD tool licenses**, **$6.2 million in severance**, and **$0.9 million from exiting facilities**[46](index=46&type=chunk)[173](index=173&type=chunk) [Note 5. Goodwill and Intangible Assets](index=14&type=section&id=5.%20Goodwill%20and%20Intangible%20Assets) Review of MaxLinear's goodwill and finite-lived intangible assets, including carrying amounts and amortization expenses - No changes in the carrying amount of goodwill and no impairment recognized for the six months ended June 30, 2025 and 2024[50](index=50&type=chunk)[52](index=52&type=chunk) Finite-Lived Intangible Assets (in thousands) | Finite-Lived Intangible Assets (in thousands) | June 30, 2025 Net Carrying Amount | December 31, 2024 Net Carrying Amount | Change | | :------------------------------------ | :---------------------------------- | :------------------------------------ | :----- | | Licensed technology | $27,941 | $22,243 | $5,698 | | Developed technology | $22,664 | $27,829 | $(5,165) | | Trademarks and trade names | $310 | $381 | $(71) | | Customer relationships | $143 | $913 | $(770) | | Patents | $3,301 | $3,642 | $(341) | | Total | $54,359 | $55,008 | $(649) | Amortization Expense (in thousands) | Amortization Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of net revenue | $2,844 | $5,336 | $5,673 | $13,804 | | Selling, general and administrative | $591 | $592 | $1,183 | $1,183 | | Total Amortization Expense | $3,435 | $5,928 | $6,856 | $14,987 | [Note 6. Financial Instruments](index=15&type=section&id=6.%20Financial%20Instruments) Information on MaxLinear's financial instruments, specifically the contingent consideration liability related to a 2023 acquisition - The contingent consideration liability remained at **$2.6 million** as of June 30, 2025, and December 31, 2024, related to the January 2023 acquisition of Company Y, classified as a Level 3 financial instrument[59](index=59&type=chunk)[60](index=60&type=chunk) [Note 7. Balance Sheet Details](index=17&type=section&id=7.%20Balance%20Sheet%20Details) Detailed breakdown of specific balance sheet accounts, including cash, inventory, property and equipment, and accrued liabilities | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | Cash and cash equivalents | $108,618 | $118,575 | | Short-term restricted cash | — | $1,003 | | Long-term restricted cash | $1,635 | $25 | | Total cash, cash equivalents and restricted cash | $110,253 | $119,603 | | Inventory | $86,031 | $90,343 | | Property and equipment, net | $51,125 | $59,300 | | Accrued price protection liability | $39,520 | $43,401 | | Accrued expenses and other current liabilities | $120,010 | $87,408 | - Accrued obligations to customers for price adjustments increased significantly from **$43.0 million** at December 31, 2024, to **$67.4 million** at June 30, 2025, due to increased sales to distributors and timing of credit issuance[127](index=127&type=chunk) [Note 8. Debt](index=19&type=section&id=8.%20Debt) Overview of MaxLinear's debt structure, including the initial term loan and revolving facility, and associated interest rates | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | Initial term loan principal balance | $125,000 | $125,000 | | Net carrying amount of long-term debt | $123,305 | $122,996 | | Weighted average effective interest rate | 7.0% | 7.8% | - The Initial Term Loan of **$125.0 million** is due in full on June 23, 2028, and the **$100.0 million** Revolving Facility was undrawn as of June 30, 2025[72](index=72&type=chunk)[73](index=73&type=chunk) [Note 9. Stock-Based Compensation](index=21&type=section&id=9.%20Stock-Based%20Compensation) Details on MaxLinear's stock-based compensation expenses and unrecognized compensation costs for unvested restricted stock units | Stock-Based Compensation (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of net revenue | $155 | $174 | $437 | $355 | | Research and development | $7,625 | $10,088 | $22,281 | $20,529 | | Selling, general and administrative | $5,333 | $7,097 | $13,306 | $13,536 | | Total Stock-Based Compensation | $13,113 | $17,359 | $36,024 | $34,420 | - Total unrecognized compensation cost for unvested restricted stock units was **$94.6 million** with a weighted average vesting period of **2.30 years**[85](index=85&type=chunk) - Performance-based restricted stock units saw **826 thousand shares canceled** due to achievement below threshold amounts for the 2024 and mid-year 2025 performance periods[94](index=94&type=chunk) [Note 10. Income Taxes](index=24&type=section&id=10.%20Income%20Taxes) Analysis of MaxLinear's income tax benefits and the impact of valuation allowances on deferred tax assets | Income Tax Benefit (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax benefit | $(4,115) | $(2,060) | $(3,404) | $(3,822) | - The Company maintains a valuation allowance on state, certain federal, and foreign deferred tax assets due to cumulative losses or unlikelihood of utilization[103](index=103&type=chunk)[210](index=210&type=chunk) - A full valuation allowance was recorded against Singapore deferred tax assets in Q4 2024, resulting in no income tax provision for Singapore for the six months ended June 30, 2025, despite tax incentives effective through March 2027[111](index=111&type=chunk)[211](index=211&type=chunk) [Note 11. Concentration of Credit Risk, Significant Customers and Geographic Information](index=25&type=section&id=11.%20Concentration%20of%20Credit%20Risk%2C%20Significant%20Customers%20and%20Geographic%20Information) Information on MaxLinear's customer concentration, geographic revenue distribution, and location of long-lived assets Customer Concentration (%) | Customer Concentration | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Customer A | 16% | * | 16% | * | | Customer B | 16% | * | 14% | * | | Top 10 Customers (H1) | N/A | N/A | 67% | N/A | Geographic Net Revenue (%) | Geographic Net Revenue | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Asia | 79% | 79% | 79% | 68% | | Europe | 15% | 12% | 15% | 10% | | United States | 5% | 8% | 5% | 20% | | Hong Kong | 50% | 34% | 49% | 31% | | Vietnam | 10% | * | 10% | * | - Long-lived assets are primarily located in the United States (**74%**) and Singapore (**21%**) as of June 30, 2025[122](index=122&type=chunk) [Note 12. Revenue from Contracts with Customers](index=27&type=section&id=12.%20Revenue%20from%20Contracts%20with%20Customers) Breakdown of MaxLinear's net revenue by market segment and sales channels, including obligations for price adjustments Revenue by Market (%) | Revenue by Market | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Broadband | $47,556 (44%) | $21,827 (24%) | $88,439 (43%) | $54,882 (29%) | | Connectivity | $20,741 (19%) | $13,263 (14%) | $40,976 (20%) | $22,974 (12%) | | Infrastructure | $34,709 (32%) | $31,785 (35%) | $61,270 (30%) | $64,390 (34%) | | Industrial and multi-market | $5,807 (5%) | $25,115 (27%) | $14,061 (7%) | $45,013 (24%) | | Total Net Revenue | $108,813 | $91,990 | $204,746 | $187,259 | - Revenue from sales through distributors accounted for **31% of net revenue** for the three months ended June 30, 2025, and **33%** for the six months ended June 30, 2025[123](index=123&type=chunk) - Obligations to customers for price adjustments increased from **$43.0 million** at December 31, 2024, to **$67.4 million** at June 30, 2025, due to increased sales to distributors[127](index=127&type=chunk) [Note 13. Leases](index=28&type=section&id=13.%20Leases) Details on MaxLinear's operating lease liabilities, including total minimum payments and weighted average lease terms Operating Lease Liabilities (in thousands) | Operating Lease Liabilities (in thousands) | June 30, 2025 | | :--------------------------------------- | :------------ | | Total minimum payments | $26,362 | | Less: imputed interest | $(1,999) | | Total lease liabilities | $24,363 | | Less: short-term lease liabilities | $(9,966) | | Long-term lease liabilities | $14,397 | - The weighted average discount rate for operating leases was **4.7%**, and the weighted average remaining lease term was **2.8 years** as of June 30, 2025[129](index=129&type=chunk) [Note 14. Employee Retirement Plans](index=29&type=section&id=14.%20Employee%20Retirement%20Plans) Information on MaxLinear's net defined benefit obligation for foreign retirement plans and associated periodic benefit costs - The net defined benefit obligation for foreign retirement plans was **$0.5 million** as of June 30, 2025, an increase from **$0.4 million** at December 31, 2024[133](index=133&type=chunk) - Net periodic benefit costs were **$0.1 million** for the six months ended June 30, 2025, recorded to research and development expenses[134](index=134&type=chunk) [Note 15. Commitments and Contingencies](index=30&type=section&id=15.%20Commitments%20and%20Contingencies) Overview of MaxLinear's contractual obligations, including inventory purchases, and ongoing legal proceedings and their potential financial impact Obligations (in thousands) | Obligations (in thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :------------------------- | :---- | :--------------- | :-------- | :-------- | :---------------- | | Inventory Purchase Obligations | $83,302 | $64,250 | $19,052 | — | — | | Other Obligations | $49,338 | $16,878 | $27,284 | $1,739 | $3,437 | | Total Minimum Payments | $132,640 | $81,128 | $46,336 | $1,739 | $3,437 | - Total inventory purchase and other contractual obligations increased from **$106.5 million** at December 31, 2024, to **$132.6 million** at June 30, 2025, driven by increased sales demand[135](index=135&type=chunk)[219](index=219&type=chunk) - MaxLinear is involved in multiple legal proceedings, including arbitration with Silicon Motion, stockholder litigations, and disputes with Comcast, Dish, Cox, and DIRECTV, with no material loss contingencies accrued as the ultimate outcome is not probable[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk)[150](index=150&type=chunk)[153](index=153&type=chunk)[158](index=158&type=chunk)[160](index=160&type=chunk) [Note 16. Segment Reporting](index=33&type=section&id=16.%20Segment%20Reporting) Confirmation that MaxLinear operates as a single reportable segment, with key financial metrics presented - The Company operates as a single reportable segment[33](index=33&type=chunk) Metric (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenue | $108,813 | $91,990 | $204,746 | $187,259 | | Gross profit | $61,525 | $50,186 | $115,356 | $99,454 | | Segment net loss | $(26,586) | $(39,266) | $(76,299) | $(111,575) | [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's perspective on MaxLinear's financial condition and operational results, highlighting revenue growth, restructuring, and legal proceedings [Overview](index=34&type=section&id=Overview) Introduction to MaxLinear's business, market recovery, and the impact of geopolitical tensions on the semiconductor industry - MaxLinear is a fabless integrated circuit design company specializing in communications systems-on-chips (SoCs) for broadband, mobile/wireline infrastructure, data center, and industrial/multi-market applications[164](index=164&type=chunk)[165](index=165&type=chunk) - The Company is experiencing a recovery in sales demand across its broadband and connectivity end markets, following a period of decreased demand due to excess inventory and slower demand in regions like China[166](index=166&type=chunk) - Geopolitical tensions and changing trade policies, particularly between the United States and China, continue to influence the semiconductor industry and global economy, potentially hampering revenue recovery[166](index=166&type=chunk) [Terminated Silicon Motion Merger](index=35&type=section&id=Terminated%20Silicon%20Motion%20Merger) Discussion of the termination of the Silicon Motion merger agreement and the ongoing arbitration proceedings - MaxLinear terminated the Merger Agreement with Silicon Motion on July 26, 2023, citing unmet closing conditions, a Material Adverse Effect on Silicon Motion, and material breaches by Silicon Motion[171](index=171&type=chunk) - Silicon Motion initiated arbitration on October 5, 2023, seeking damages from MaxLinear for alleged breaches of the Merger Agreement[172](index=172&type=chunk) [Recent Developments (Restructuring)](index=35&type=section&id=Recent%20Developments) Details on MaxLinear's recent restructuring activities and associated costs incurred - In the six months ended June 30, 2025, MaxLinear incurred **$13.5 million in restructuring costs**, including **$6.4 million for ceased CAD tool licenses**, **$6.2 million for severance**, and **$0.9 million for exiting facilities**[173](index=173&type=chunk) [Critical Accounting Policies and Estimates](index=36&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Confirmation of no material changes to MaxLinear's critical accounting policies and estimates during the reporting period - There have been no material changes to the Company's critical accounting policies and estimates during the six months ended June 30, 2025[177](index=177&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Analysis of MaxLinear's net revenue, gross profit, operating expenses, and net income for the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :-------------------- | :------- | | Net Revenue | $108,813 | $91,990 | $16,823 | 18% | | Cost of Net Revenue | $47,288 | $41,804 | $5,484 | 13% | | Gross Profit | $61,525 | $50,186 | $11,339 | 23% | | Research and Development | $47,199 | $56,541 | $(9,342) | (17)% | | Selling, General and Administrative | $33,361 | $33,600 | $(239) | (1)% | | Restructuring Charges | $5,580 | $865 | $4,715 | 545% | | Interest and Other Income (Expense), Net | $(6,086) | $(506) | $(5,580) | 1103% | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :------------------------------------------ | :------------------------------------------ | :-------------------- | :------- | | Net Revenue | $204,746 | $187,259 | $17,487 | 9% | | Cost of Net Revenue | $89,390 | $87,805 | $1,585 | 2% | | Gross Profit | $115,356 | $99,454 | $15,902 | 16% | | Research and Development | $102,656 | $121,307 | $(18,651) | (15)% | | Selling, General and Administrative | $69,950 | $70,088 | $(138) | (0)% | | Restructuring Charges | $13,459 | $23,495 | $(10,036) | (43)% | | Interest and Other Income (Expense), Net | $(8,994) | $39 | $(9,033) | (23162)% | - Net revenue growth was driven by increased demand in broadband and connectivity markets, while industrial and multi-market revenue decreased significantly[190](index=190&type=chunk)[191](index=191&type=chunk) - Research and development expenses decreased due to workforce reductions and other cost-reduction measures, partially offset by increased bonuses and stock-based compensation[196](index=196&type=chunk)[197](index=197&type=chunk) - Interest and other income (expense), net, shifted to a significant expense due to currency exchange losses and decreased interest income[205](index=205&type=chunk)[206](index=206&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) Assessment of MaxLinear's working capital, cash position, and material cash requirements, including operating and investing activities | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | Working capital | $116,657 | $141,158 | | Cash and cash equivalents | $108,618 | $118,575 | | Total cash, cash equivalents, and restricted cash | $110,253 | $119,603 | | Long-term debt obligations | $125,000 | $125,000 | | Operating lease obligations | $26,362 | N/A | | Purchase obligations | $83,302 | N/A | | Other obligations | $49,338 | N/A | | Total Material Cash Requirements | $284,002 | N/A | - Net cash used in operating activities was **$0.9 million** for the six months ended June 30, 2025, a decline from **$13.3 million provided** in the prior year, primarily due to changes in working capital[225](index=225&type=chunk)[226](index=226&type=chunk) - The Company believes its cash and cash equivalents of **$108.6 million** are sufficient to fund projected operating requirements for at least the next twelve months[223](index=223&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures about Market Risk](index=44&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section outlines MaxLinear's exposure to market risks, primarily focusing on foreign currency exchange rates and interest rates - MaxLinear has limited exposure to foreign currency exchange rates as international agreements are mostly denominated in USD, and does not engage in foreign currency hedging[232](index=232&type=chunk) - A hypothetical **100 basis point change** in foreign currency exchange rates would result in an approximate **$1.2 million change** to translation gain in accumulated other comprehensive income (loss)[232](index=232&type=chunk) - The Company is subject to variable interest rate risk on its **$125.0 million aggregate indebtedness**, where a **10% increase in SOFR interest rates** during the six months ended June 30, 2025, would have resulted in an immaterial increase to interest expense[233](index=233&type=chunk)[363](index=363&type=chunk)[366](index=366&type=chunk) [ITEM 4. Controls and Procedures](index=45&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that MaxLinear's disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance for timely and accurate financial reporting - MaxLinear's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of June 30, 2025, to provide reasonable assurance that required information is recorded, processed, summarized, and reported[235](index=235&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting during the fiscal quarter ended June 30, 2025[236](index=236&type=chunk) [PART II — OTHER INFORMATION](index=46&type=section&id=Part%20II%20%E2%80%94%20OTHER%20INFORMATION) This section provides additional information on MaxLinear's legal proceedings, risk factors, equity sales, defaults, and other disclosures [ITEM 1. LEGAL PROCEEDINGS](index=46&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) MaxLinear is actively involved in several legal proceedings, including an arbitration with Silicon Motion and various intellectual property disputes - Silicon Motion filed a Notice of Arbitration on October 5, 2023, alleging MaxLinear breached the Merger Agreement and seeking damages, fees, and costs, which MaxLinear is vigorously defending[239](index=239&type=chunk) - Multiple stockholder litigations related to the terminated Silicon Motion merger have been filed against MaxLinear and its officers, with some claims dismissed without prejudice or with prejudice[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk) - MaxLinear is prosecuting claims against Comcast for trade secret misappropriation and breach of NDA, and defending against counterclaims from Dish, Cox, and DIRECTV related to patent infringement and contractual disputes, with some counterclaims already dismissed[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk)[250](index=250&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) - As of June 30, 2025, no material loss contingencies have been accrued for litigation and other legal claims, as management does not believe the ultimate outcome is probable[257](index=257&type=chunk) [ITEM 1A. RISK FACTORS](index=49&type=section&id=ITEM%201A.%20RISK%20FACTORS) Comprehensive overview of material risks affecting MaxLinear's business, including merger-related litigation, competition, and supply chain dependencies - The terminated Silicon Motion merger and related legal proceedings could result in substantial costs, divert management's attention, and potentially require significant damage payments, which may not be sufficiently covered by existing resources or favorable financing[264](index=264&type=chunk)[270](index=270&type=chunk)[271](index=271&type=chunk)[272](index=272&type=chunk) - MaxLinear faces intense competition, global economic volatility (inflation, recession, excess inventory), and geopolitical tensions (US-China trade wars, Israel conflicts) that could negatively impact revenue, market share, and operating results[264](index=264&type=chunk)[275](index=275&type=chunk)[279](index=279&type=chunk)[282](index=282&type=chunk)[285](index=285&type=chunk)[286](index=286&type=chunk)[292](index=292&type=chunk)[297](index=297&type=chunk) - Dependence on a limited number of customers (top two accounted for **31% of H1 2025 net revenue**) and third-party manufacturers (TSMC, UMC, Intel) creates risks of order reductions, supply disruptions, and increased costs[265](index=265&type=chunk)[316](index=316&type=chunk)[317](index=317&type=chunk)[403](index=403&type=chunk)[404](index=404&type=chunk)[407](index=407&type=chunk)[408](index=408&type=chunk) - Risks related to intellectual property include potential infringement claims, challenges in protecting proprietary technology, security vulnerabilities in products, and the use of open-source software[267](index=267&type=chunk)[384](index=384&type=chunk)[388](index=388&type=chunk)[398](index=398&type=chunk)[401](index=401&type=chunk) - The Company's **$125.0 million indebtedness** carries variable interest rate risk and financial covenants that could limit operational flexibility and impact cash flows, especially with high interest rates[265](index=265&type=chunk)[362](index=362&type=chunk)[365](index=365&type=chunk)[366](index=366&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=94&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) MaxLinear reported no unregistered sales of equity securities and no repurchases of equity securities during the period - No unregistered sales of equity securities occurred during the period[445](index=445&type=chunk) - No repurchases of equity securities were made during the period[446](index=446&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=94&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) MaxLinear reported no defaults upon senior securities during the period - There were no defaults upon senior securities during the period[447](index=447&type=chunk) [ITEM 4. Mine Safety Disclosures](index=94&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to MaxLinear, Inc - Mine Safety Disclosures are not applicable to the registrant[448](index=448&type=chunk) [ITEM 5. Other Information](index=94&type=section&id=ITEM%205.%20Other%20Information) Dr. Theodore Tewksbury, a director of MaxLinear, adopted a Rule 10b5-1 trading arrangement for the sale of up to 12,141 shares of common stock, effective until August 21, 2026 - On May 30, 2025, Dr. Theodore Tewksbury, a director, adopted a Rule 10b5-1 trading arrangement to sell up to **12,141 shares of common stock**, effective until August 21, 2026[449](index=449&type=chunk) [ITEM 6. Exhibits](index=95&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications, XBRL instance documents, and taxonomy extension documents - The exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1) and various Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[452](index=452&type=chunk) [Signatures](index=96&type=section&id=Signatures) The report is signed by Steven G. Litchfield, Chief Financial Officer and Chief Corporate Strategy Officer, on behalf of MaxLinear, Inc - The report was signed by Steven G. Litchfield, Chief Financial Officer and Chief Corporate Strategy Officer, on July 23, 2025[456](index=456&type=chunk)

[Executive Summary](index=1&type=section&id=Executive%20Summary) [Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%20Financial%20Highlights) MaxLinear's Q2 2025 results surpassed guidance, achieving non-GAAP profit and positive free cash flow [GAAP Basis Highlights](index=1&type=section&id=GAAP%20basis) Q2 2025 GAAP Financial Highlights | Metric | Q2 2025 | Q1 2025 | Q2 2024 | Change (QoQ) | Change (YoY) | | :----------------------------------- | :------ | :------ | :------ | :----------- | :----------- | | Net Revenue ($ million) | $108.8M | $95.9M | $91.9M | +13% | +18% | | Gross Margin (%) | 56.5% | 56.1% | 54.6% | +0.4 pp | +1.9 pp | | Operating Expenses ($ million) | $86.1M (79% of revenue) | $99.9M (104% of revenue) | $91.0M (99% of revenue) | -13.8% | -5.4% | | Loss from Operations (% of revenue) | 23% of revenue | 48% of revenue | 44% of revenue | -25 pp | -21 pp | | Net Cash Flow from Operating Activities ($ million) | $10.5M (provided) | $(11.4M) (used) | $(2.7M) (used) | N/A | N/A | | Diluted Loss Per Share ($) | $(0.31) | $(0.58) | $(0.47) | N/A | N/A | [Non-GAAP Basis Highlights](index=1&type=section&id=Non-GAAP%20basis) Q2 2025 Non-GAAP Financial Highlights | Metric | Q2 2025 | Q1 2025 | Q2 2024 | Change (QoQ) | Change (YoY) | | :----------------------------------- | :------ | :------ | :------ | :----------- | :----------- | | Gross Margin (%) | 59.1% | 59.1% | 60.2% | 0 pp | -1.1 pp | | Operating Expenses ($ million) | $56.6M (52% of revenue) | $58.4M (61% of revenue) | $74.8M (81% of revenue) | -3.1% | -24.3% | | Income (Loss) from Operations (% of revenue) | 7% of revenue (income) | 2% of revenue (loss) | 21% of revenue (loss) | +9 pp | +28 pp | | Diluted Earnings (Loss) Per Share ($) | $0.02 (earnings) | $(0.05) (loss) | $(0.25) (loss) | N/A | N/A | [Management Commentary](index=1&type=section&id=Management%20Commentary) CEO highlighted strong Q2 2025, exceeding guidance, achieving non-GAAP profit and positive free cash flow - Exceeded the mid-point of revenue guidance, returned to **non-GAAP profitability**, and generated **positive free cash flow** in Q2 2025[5](index=5&type=chunk) - Achieved strong customer and product traction in high-speed interconnects for data centers, multi-gigabit PON access, Wi-Fi connectivity, ethernet, and wireless infrastructure[5](index=5&type=chunk) - Improved customer order rates and strengthening product backlog provide confidence for growth in **2025 and 2026**[5](index=5&type=chunk) [Business Outlook](index=1&type=section&id=Business%20Outlook) [Third Quarter 2025 Guidance](index=1&type=section&id=Third%20Quarter%202025%20Business%20Outlook) MaxLinear projects Q3 2025 net revenue of $115-135 million, with GAAP and non-GAAP estimates for margins and expenses Third Quarter 2025 Business Outlook | Metric | Range | | :--------------------------------- | :-------------------- | | Net Revenue ($ million) | $115 million to $135 million | | GAAP Gross Margin (%) | 55.0% to 58.0% | | Non-GAAP Gross Margin (%) | 57.5% to 60.5% | | GAAP Operating Expenses ($ million) | $84 million to $90 million | | Non-GAAP Operating Expenses ($ million) | $55 million to $61 million | | GAAP Interest & Other Expense ($ million) | $3.5 million to $4.5 million | | Non-GAAP Interest & Other Expense ($ million) | $3.5 million to $4.5 million | | GAAP Income Tax Benefit ($ million) | $0.6 million | | Non-GAAP Income Tax Provision ($ million) | $1.3 million | | Basic Share Count (million) | ~87.1 million | | Diluted Share Count (million) | ~87.5 million | [Corporate Information](index=2&type=section&id=Corporate%20Information) [Webcast and Conference Call Details](index=2&type=section&id=Webcast%20and%20Conference%20Call) MaxLinear held a Q2 results conference call on July 23, 2025; webcast and replay available until August 6, 2025 - Conference call held on **July 23, 2025**, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time)[8](index=8&type=chunk) - Live webcast and archived replay available on the investor relations section of MaxLinear's website until **August 6, 2025**[8](index=8&type=chunk) [About MaxLinear, Inc.](index=4&type=section&id=About%20MaxLinear%2C%20Inc.) MaxLinear, Inc. provides RF, analog, digital, and mixed-signal ICs, headquartered in Carlsbad, California - MaxLinear, Inc. (Nasdaq: MXL) is a leading provider of **radio frequency (RF), analog, digital and mixed-signal integrated circuits**[22](index=22&type=chunk) - Products are used for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications[22](index=22&type=chunk) - Headquartered in **Carlsbad, California**[22](index=22&type=chunk) [Investor Relations Contact](index=5&type=section&id=MaxLinear%2C%20Inc.%20Investor%20Relations%20Contact) Leslie Green is the investor relations contact for MaxLinear, Inc - Investor Relations Contact: **Leslie Green**, lgreen@maxlinear.com[24](index=24&type=chunk) [Legal and Financial Disclosures](index=3&type=section&id=Legal%20and%20Financial%20Disclosures) [Cautionary Note Concerning Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Concerning%20Forward-Looking%20Statements) Forward-looking statements are subject to risks and uncertainties, potentially causing actual results to differ materially; MaxLinear disclaims update duty - Forward-looking statements include future financial performance, growth, profitability, cash flows, market share expansion, and market trends[10](index=10&type=chunk) - Statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different[10](index=10&type=chunk) - MaxLinear is under no obligation to update or revise any forward-looking statements[11](index=11&type=chunk) [Use of Non-GAAP Financial Measures](index=3&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) MaxLinear uses non-GAAP measures to supplement GAAP results, excluding non-cash and one-time expenses for core performance, despite limitations - Non-GAAP measures are used to supplement GAAP financial statements, excluding specific non-cash and one-time expenses[12](index=12&type=chunk)[14](index=14&type=chunk) - Management uses non-GAAP measures for performance comparison against forecasts, strategic plans, and competitors, and for incentive compensation[14](index=14&type=chunk) - Non-GAAP measures are not standardized, may not be comparable to other companies, and should not be considered in isolation from GAAP results[13](index=13&type=chunk) [Explanation of Non-GAAP Adjustments](index=4&type=section&id=The%20following%20are%20explanations%20of%20each%20type%20of%20adjustment%20that%20we%20incorporate%20into%20non-GAAP%20financial%20measures) - Adjustments include stock-based compensation expense, performance-based equity accruals, amortization of purchased intangible assets, acquisition and integration costs (including Silicon Motion merger termination costs), research and development funded by others, restructuring charges, other non-recurring interest and other expenses, and non-cash income tax benefits/expenses[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) [Unaudited GAAP Consolidated Financial Statements](index=6&type=section&id=Unaudited%20GAAP%20Consolidated%20Financial%20Statements) [Statements of Operations](index=6&type=section&id=UNAUDITED%20GAAP%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) GAAP Statements of Operations present financial performance, detailing net revenue, gross profit, operating expenses, and net loss for Q2 and YTD June 30, 2025 [Three Months Ended June 30, 2025](index=6&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20-%20Operations) GAAP Consolidated Statements of Operations (Three Months Ended, $ thousands) | Metric | June 30, 2025 | March 31, 2025 | June 30, 2024 | | :-------------------------- | :------------ | :------------- | :------------ | | Net revenue | $108,813 | $95,933 | $91,990 | | Cost of net revenue | $47,288 | $42,102 | $41,804 | | Gross profit | $61,525 | $53,831 | $50,186 | | Total operating expenses | $86,140 | $99,925 | $91,006 | | Loss from operations | $(24,615) | $(46,094) | $(40,820) | | Net loss | $(26,586) | $(49,713) | $(39,266) | | Diluted loss per share | $(0.31) | $(0.58) | $(0.47) | [Six Months Ended June 30, 2025](index=7&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20-%20Operations) GAAP Consolidated Statements of Operations (Six Months Ended, $ thousands) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------- | :------------ | :------------ | | Net revenue | $204,746 | $187,259 | | Cost of net revenue | $89,390 | $87,805 | | Gross profit | $115,356 | $99,454 | | Total operating expenses | $186,065 | $214,890 | | Loss from operations | $(70,709) | $(115,436) | | Net loss | $(76,299) | $(111,575) | | Diluted loss per share | $(0.89) | $(1.35) | [Statements of Cash Flows](index=8&type=section&id=UNAUDITED%20GAAP%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) GAAP Statements of Cash Flows detail cash from operating, investing, and financing activities for Q2 and YTD June 30, 2025 [Three Months Ended June 30, 2025](index=8&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20-%20Cash%20Flows) GAAP Consolidated Statements of Cash Flows (Three Months Ended, $ thousands) | Activity | June 30, 2025 | March 31, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------- | :------------ | | Net cash provided by (used in) operating activities | $10,489 | $(11,400) | $(2,696) | | Net cash used in investing activities | $(7,379) | $(1,989) | $(5,788) | | Net cash provided by (used in) financing activities | $2,079 | $(2,140) | $2,026 | | Increase (decrease) in cash, cash equivalents and restricted cash | $6,188 | $(15,538) | $(6,793) | | Cash, cash equivalents and restricted cash at end of period | $110,253 | $104,065 | $186,137 | [Six Months Ended June 30, 2025](index=9&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20-%20Cash%20Flows) GAAP Consolidated Statements of Cash Flows (Six Months Ended, $ thousands) | Activity | June 30, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------ | | Net cash provided by (used in) operating activities | $(911) | $13,274 | | Net cash used in investing activities | $(9,368) | $(14,498) | | Net cash used in financing activities | $(61) | $(77) | | Decrease in cash, cash equivalents and restricted cash | $(9,350) | $(2,219) | | Cash, cash equivalents and restricted cash at end of period | $110,253 | $186,137 | [Condensed Consolidated Balance Sheets](index=10&type=section&id=UNAUDITED%20GAAP%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) GAAP Condensed Balance Sheets detail MaxLinear's financial position, including assets, liabilities, and stockholders' equity as of June 30, 2025 GAAP Condensed Consolidated Balance Sheets ($ thousands) | Metric | June 30, 2025 | March 31, 2025 | June 30, 2024 | | :-------------------------------- | :------------ | :------------- | :------------ | | Total current assets | $330,149 | $320,406 | $397,581 | | Total assets | $863,737 | $855,281 | $973,197 | | Current liabilities | $213,492 | $196,893 | $190,277 | | Total liabilities and stockholders' equity | $863,737 | $855,281 | $973,197 | | Stockholders' equity | $488,331 | $493,175 | $617,255 | [Unaudited Reconciliation of Non-GAAP Financial Measures](index=11&type=section&id=Unaudited%20Reconciliation%20of%20Non-GAAP%20Financial%20Measures) [Reconciliation of Non-GAAP Adjustments (Absolute Values)](index=11&type=section&id=UNAUDITED%20RECONCILIATION%20OF%20NON-GAAP%20ADJUSTMENTS) This section reconciles GAAP to non-GAAP financial measures in absolute dollar amounts, detailing adjustments for gross profit, operating expenses, and net income/loss [Three Months Ended June 30, 2025](index=11&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20-%20Non-GAAP%20Reconciliation) Non-GAAP Reconciliation (Three Months Ended, $ thousands) | Metric | June 30, 2025 | March 31, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------- | :------------ | | GAAP gross profit | $61,525 | $53,831 | $50,186 | | Non-GAAP gross profit | $64,336 | $56,732 | $55,411 | | GAAP R&D expenses | $47,199 | $55,457 | $56,541 | | Non-GAAP R&D expenses | $35,429 | $35,622 | $48,242 | | GAAP SG&A expenses | $33,361 | $36,589 | $33,600 | | Non-GAAP SG&A expenses | $21,126 | $22,763 | $26,531 | | GAAP loss from operations | $(24,615) | $(46,094) | $(40,820) | | Non-GAAP income (loss) from operations | $7,781 | $(1,653) | $(19,362) | | GAAP net loss | $(26,586) | $(49,713) | $(39,266) | | Non-GAAP net income (loss) | $1,756 | $(4,371) | $(20,948) | | Non-GAAP diluted net income (loss) per share | $0.02 | $(0.05) | $(0.25) | [Six Months Ended June 30, 2025](index=12&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20-%20Non-GAAP%20Reconciliation) Non-GAAP Reconciliation (Six Months Ended, $ thousands) | Metric | June 30, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------ | | GAAP gross profit | $115,356 | $99,454 | | Non-GAAP gross profit | $121,068 | $113,153 | | GAAP R&D expenses | $102,656 | $121,307 | | Non-GAAP R&D expenses | $71,051 | $96,638 | | GAAP SG&A expenses | $69,950 | $70,088 | | Non-GAAP SG&A expenses | $43,889 | $52,898 | | GAAP loss from operations | $(70,709) | $(115,436) | | Non-GAAP income (loss) from operations | $6,128 | $(36,383) | | GAAP net loss | $(76,299) | $(111,575) | | Non-GAAP net loss | $(2,615) | $(38,351) | | Non-GAAP diluted net loss per share | $(0.03) | $(0.46) | [Reconciliation of Non-GAAP Financial Measures as a Percentage of Net Revenue](index=13&type=section&id=UNAUDITED%20RECONCILIATION%20OF%20GAAP%20TO%20NON-GAAP%20FINANCIAL%20MEASURES%20AS%20A%20PERCENTAGE%20OF%20NET%20REVENUE) This section reconciles GAAP to non-GAAP financial measures as a percentage of net revenue, providing a normalized view of performance for gross margin, operating expenses, and net income/loss [Three Months Ended June 30, 2025](index=13&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20-%20Non-GAAP%20%25%20Revenue) Non-GAAP Reconciliation as % of Net Revenue (Three Months Ended, %) | Metric | June 30, 2025 | March 31, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------- | :------------ | | GAAP gross margin | 56.5 % | 56.1 % | 54.6 % | | Non-GAAP gross margin | 59.1 % | 59.1 % | 60.2 % | | GAAP R&D expenses | 43.4 % | 57.8 % | 61.5 % | | Non-GAAP R&D expenses | 32.6 % | 37.1 % | 52.4 % | | GAAP SG&A expenses | 30.7 % | 38.1 % | 36.5 % | | Non-GAAP SG&A expenses | 19.4 % | 23.7 % | 28.8 % | | GAAP loss from operations | (22.6)% | (48.1)% | (44.4)% | | Non-GAAP income (loss) from operations | 7.2 % | (1.7)% | (21.1)% | | GAAP net loss | (24.4)% | (51.8)% | (42.7)% | | Non-GAAP net income (loss) | 1.6 % | (4.6)% | (22.8)% | [Six Months Ended June 30, 2025](index=14&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20-%20Non-GAAP%20%25%20Revenue) Non-GAAP Reconciliation as % of Net Revenue (Six Months Ended, %) | Metric | June 30, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------ | | GAAP gross margin | 56.3 % | 53.1 % | | Non-GAAP gross margin | 59.1 % | 60.4 % | | GAAP R&D expenses | 50.1 % | 64.8 % | | Non-GAAP R&D expenses | 34.7 % | 51.6 % | | GAAP SG&A expenses | 34.2 % | 37.4 % | | Non-GAAP SG&A expenses | 21.4 % | 28.3 % | | GAAP loss from operations | (34.5)% | (61.7)% | | Non-GAAP income (loss) from operations | 3.0 % | (19.4)% | | GAAP net loss | (37.3)% | (59.6)% | | Non-GAAP net loss | (1.3)% | (20.5)% |

Core Viewpoint - Kaskela Law LLC is investigating MaxLinear, Inc. on behalf of the company's long-term investors due to potential violations of securities laws or breaches of fiduciary duties by the company's officers and directors [1][2]. Company Performance - Year to date, shares of MaxLinear's stock have decreased by 25%, currently trading at approximately $15.00 per share [2]. Legal Investigation - The investigation aims to determine if there were any legal violations related to recent corporate actions taken by MaxLinear [2]. - Shareholders of MaxLinear are encouraged to contact Kaskela Law LLC for more information regarding their legal rights and options [3]. Contact Information - Kaskela Law LLC provides contact details for shareholders seeking further information, including phone numbers and a website link [3][4].

Group 1 - The company "Chip Superman" has a 1,600 square meter intelligent warehouse for chips, with over 1,000 stock models and around 100 brands, totaling 50 million chips with a stock value exceeding 100 million [1] - The company operates an independent laboratory in Shenzhen, ensuring quality control (QC) for each material [1] - The company has served a total of 19,200 users and can complete transactions in as fast as half a day [4] Group 2 - The company is actively seeking to purchase specific chip models, including TI's INA139NA/3K (50K units) and ON's NCP1096PAG (9K units) among others [2] - The company is also offering discounted sales on surplus materials, including TI's UCC28083DR (15K units) and NXP's PESD5V0S1BSF,315 (540K units) [3] - The company provides a platform for users to find unsold inventory and better pricing options through its mini-program and website [5][6]

Financial Performance (Q1'25) - Revenue was $95.9 million[5, 7, 8], a slight increase compared to $92.2 million in Q4'24 but similar to $95.3 million in Q1'24[7, 8] - GAAP gross margin was 56.1%[5, 7], while non-GAAP gross margin was 59.1%[5, 8] - GAAP operating margin was (48)%[5], and non-GAAP operating margin was (2)%[5] - GAAP diluted loss per share was $(0.58)[5, 7], and non-GAAP diluted loss per share was $(0.05)[5, 8] - Cash used in operations was $11.4 million[5] Balance Sheet (Q1'25) - Cash and cash equivalents and restricted cash totaled $102.8 million[9], a decrease from $119.6 million in Q4'24 and $192.9 million in Q1'24[9] - Total assets were $855.3 million[9], down from $864.6 million in Q4'24 and $1.0306 billion in Q1'24[9] - Total liabilities amounted to $362.1 million[9], compared to $348.4 million in Q4'24 and $392.6 million in Q1'24[9] Q2'25 Guidance - Revenue is expected to be between $95 million and $115 million[10] - GAAP gross margin is projected to be 54.5% to 57.5%[10], while non-GAAP gross margin is expected to be 57.5% to 60.5%[10] - GAAP operating expenses are estimated to be $92 million to $98 million[10], and non-GAAP operating expenses are projected to be $55 million to $61 million[10]

Financial Data and Key Metrics Changes - Total revenue for Q1 2025 was $95.9 million, up from $92.2 million in the previous quarter [22] - Non-GAAP gross margin for Q1 was 59.1%, while GAAP gross margin was approximately 56.1% [22] - GAAP operating expenses were $99.9 million, and non-GAAP operating expenses were $58.4 million [23] - Cash flow used in operating activities was approximately $11.4 million, with $104 million in cash, cash equivalents, and restricted cash at the end of Q1 [24] Business Line Data and Key Metrics Changes - Infrastructure revenue for Q1 was approximately $27 million, broadband revenue was approximately $41 million, connectivity revenue was $20 million, and industrial multi-market revenue was $8 million [22] - The company expects all end markets to be up in Q2 2025, including infrastructure, broadband, connectivity, and industrial multi-market [28] Market Data and Key Metrics Changes - The demand for IP data is driving significant growth in high-speed interconnects in data centers and telecom networks [12] - The broadband and connectivity markets are showing signs of recovery, with expectations for continued growth throughout the year [17] Company Strategy and Development Direction - The company is focused on high-speed interconnects, broadband connectivity, and storage accelerators as key growth areas [20] - Investments in strategic applications such as optical high-speed interconnects and wireless infrastructure are expected to drive new business opportunities [30] - The company aims to return to profitability and generate positive cash flow in Q2 2025 [11][30] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery of customer orders and new product traction, indicating a positive outlook for growth in 2025 and beyond [30] - The company is closely monitoring the tariff situation and its potential impact on demand [26][27] - Management noted that the broadband market is inelastic, suggesting that demand will remain stable despite tariff uncertainties [90] Other Important Information - The company is experiencing strong bookings and demand recovery, particularly in the broadband business [43] - The company showcased multiple design wins and product demonstrations at industry conferences, indicating strong customer interest [12][56] Q&A Session Summary Question: What are the risks in the supply chain due to tariffs? - Management indicated that there is minimal direct impact from tariffs on semiconductors, and the supply chain remains stable [36][42] Question: Can you rank the segments based on bookings and inventory? - Management noted strong bookings across all segments, with a particular focus on broadband and telecom markets recovering from previous inventory depletion [48][50] Question: What is the outlook for design wins in the DSP side for Keystone? - Management expects significant revenue growth from Keystone, projecting a doubling of last year's revenue [58][60] Question: How do you see the growth in broadband and connectivity? - Management ranked infrastructure as the most exciting growth area, followed by broadband, with expectations for strong recovery and new product cycles [68][70] Question: What is the expected ramp for the Tier 1 North American carrier? - Management anticipates a ramp in shipments towards the end of the year, with significant growth expected next year [64][66] Question: How are you approaching guidance amid tariff uncertainties? - Management stated that guidance was based on current tariff expectations, with a focus on maintaining growth despite uncertainties [91][94]

Financial Data and Key Metrics Changes - Total revenue for Q1 2025 was $95.9 million, up from $92.2 million in the previous quarter [14] - Non-GAAP gross margin was 59.1%, while GAAP gross margin was approximately 56% [14] - GAAP operating expenses were $99.9 million, and non-GAAP operating expenses were $58.4 million [14] - Cash flow used in operating activities was approximately $11.4 million, with $104 million in cash, cash equivalents, and restricted cash at the end of Q1 [15] Business Line Data and Key Metrics Changes - Infrastructure revenue for Q1 was approximately $27 million [14] - Broadband revenue was approximately $41 million [14] - Connectivity revenue was $20 million, and industrial multimarket revenue was $8 million [14] Market Data and Key Metrics Changes - The demand for high-speed data is driving growth in infrastructure, particularly in data centers and telecom networks [8] - The broadband and connectivity markets are showing signs of recovery, with expectations for growth in fiber revenues in 2026 [12] Company Strategy and Development Direction - The company is focused on high-speed interconnects, wireless infrastructure, and storage accelerators as key growth areas [12] - Investments in strategic applications are expected to drive growth and return to profitability [12] - The company anticipates significant revenue growth from new product launches in 2025 and 2026 [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued growth due to strong customer order rates and backlog [8] - The geopolitical dynamics and tariff situation are being monitored closely, but the company does not expect significant direct impacts on its supply chain [16][21] - Management expects Q2 2025 revenue to be between $95 million and $115 million, with all end markets anticipated to grow [17] Other Important Information - The company is seeing strong bookings and demand recovery across its product lines, particularly in broadband and connectivity [12][26] - The company showcased multiple design wins and product demonstrations at industry conferences, indicating strong market interest [9][10] Q&A Session Summary Question: What are the risks in the supply chain? - Management indicated that there is minimal direct impact from tariffs on semiconductors, and the supply chain remains stable [21][25] Question: How do you rank order the segments for the next quarter? - Management noted a broad-based strengthening of demand, with some weakness in industrial markets in China [30] Question: Can you provide insights on design win progress for Keystone? - Management expressed optimism about design wins and expects significant revenue growth from Keystone products in the coming year [36][37] Question: What is the outlook for the North American Tier one operator? - Management is excited about the new Tier one operator and anticipates significant growth in broadband PON revenue [40][41] Question: Is there any macro impact on the order book? - Management reported no signs of macro impact yet and emphasized ongoing improvements in bookings [66][70] Question: What is the confidence level for wireless infrastructure ramp-up? - Management expects strong growth in wireless infrastructure, particularly from new product launches and increased demand for millimeter wave products [78][82]

Revenue Performance - Net revenue for the three months ended March 31, 2025, was $95.9 million, a slight increase of 1% compared to $95.3 million in the same period of 2024[159]. - Products shipped to Asia accounted for 78% of net revenue in Q1 2025, up from 59% in Q1 2024, with 49% from Hong Kong and 11% from Vietnam[160]. - Two customers contributed to 28% of net revenue in Q1 2025, while the top ten customers accounted for 66% of total revenue[161]. - Net revenue increased by $0.7 million to $95.9 million for the three months ended March 31, 2025, compared to $95.3 million for the same period in 2024, driven by a recovery in broadband and connectivity markets[183]. - Broadband net revenue rose by $7.8 million, while connectivity net revenue increased by $10.5 million; however, infrastructure revenues decreased by $6.0 million and industrial revenues fell by $11.6 million[183]. Profitability and Expenses - Gross profit margin improved to 56% in Q1 2025 from 52% in Q1 2024, while total operating expenses decreased to 104% of net revenue from 130%[182]. - Gross profit increased by $4.6 million to $53.8 million, with a gross profit margin improving to 56% from 52% year-over-year[184]. - Research and development expenses decreased by $9.3 million to $55.5 million, representing 58% of net revenue, down from 68% in the previous year[185]. - Selling, general and administrative expenses remained flat at $36.5 million, accounting for 38% of net revenue[187]. - Restructuring charges decreased significantly by $14.8 million to $7.9 million, representing 8% of net revenue[189]. Restructuring and Costs - The company incurred $7.9 million in restructuring costs in Q1 2025, including $6.3 million related to CAD tool licenses and $1.6 million in severance[166]. - The company expects an additional $4.0 million to $6.0 million in restructuring costs to be incurred in Q2 2025[167]. Cash Flow and Financial Position - As of March 31, 2025, the company had cash and cash equivalents of $102.8 million and net accounts receivable of $98.9 million[198]. - The company reported a net cash used in operating activities of $11.4 million for the three months ended March 31, 2025, a decline from net cash provided of $16.0 million in the same period of 2024[210][211]. - Working capital decreased to $123.5 million as of March 31, 2025, down from $141.2 million at December 31, 2024[209]. - Total cash, cash equivalents, and restricted cash decreased to $104.1 million as of March 31, 2025, compared to $119.6 million at December 31, 2024[209]. - The company’s long-term debt obligations total $125.0 million, with no amounts drawn from the $100.0 million revolving credit facility as of March 31, 2025[209]. - Cash used in investing activities was $2.0 million for the three months ended March 31, 2025, a decrease from $8.7 million in the same period of 2024[210][212]. - The company’s net cash used in financing activities was $2.1 million for the three months ended March 31, 2025, showing minimal change from $2.1 million in the prior year[210][213]. Tax and Interest - The income tax provision for Q1 2025 was $0.7 million, compared to an income tax benefit of $1.8 million in Q1 2024[193]. - Interest and other income (expense), net changed from income of $0.5 million in Q1 2024 to an expense of $2.9 million in Q1 2025, a decrease of $3.5 million[192]. Market and Product Development - The company continues to innovate with new products in advanced semiconductor process nodes such as 16nm and 5nm[159]. - Broadband revenue increased by 24% to $40.9 million in Q1 2025, representing 43% of total net revenue[182]. - Connectivity revenue surged by 108% to $20.2 million, accounting for 21% of net revenue in Q1 2025[182]. - Industrial and multi-market revenue decreased by 59% to $8.3 million, representing 9% of net revenue[182]. Other Financial Considerations - A hypothetical change of 100 basis points in foreign currency exchange rates would result in a translation gain change of approximately $1.1 million[216]. - The company is subject to variable interest rates on its credit agreements, with potential impacts from high interest rates being monitored[217]. - The company terminated the Merger Agreement with Silicon Motion on July 26, 2023, relieving it of obligations to close[199]. - The company’s planned capital expenditures as of March 31, 2025, were not material[209].

Financial Performance - Q1 2025 net revenue was $95.9 million, representing a 4% sequential increase and a 1% year-over-year increase[4]. - GAAP gross margin for Q1 2025 was 56.1%, up from 55.6% in the prior quarter and 51.7% in the year-ago quarter[5]. - Non-GAAP operating expenses decreased to $58.4 million, or 61% of net revenue, compared to $61.3 million, or 67% of net revenue in the prior quarter[5]. - GAAP loss from operations was 48% of net revenue, an improvement from 45% in the prior quarter and 78% in the year-ago quarter[5]. - The company expects Q2 2025 net revenue to be approximately $95 million to $115 million[6]. - GAAP gross margin guidance for Q2 2025 is projected to be between 54.5% and 57.5%[8]. - Non-GAAP gross margin guidance for Q2 2025 is projected to be between 57.5% and 60.5%[8]. - The company anticipates achieving positive cash flow in Q2 2025[3]. - Net revenue for the three months ended March 31, 2025, was $95,933 million, a 0.7% increase from $95,269 million in the same period last year[24]. - Gross profit increased to $53,831 million, up from $49,268 million year-over-year, reflecting a gross margin improvement[24]. - The net loss for the quarter was $49,713 million, an improvement from a net loss of $72,309 million in the same period last year[24]. - Non-GAAP net loss for the quarter was $4,371 million, compared to $17,403 million in the same quarter last year, showing significant improvement[30]. - Basic net loss per share improved to $(0.58) from $(0.88) year-over-year, reflecting better operational performance[24]. Cash Flow and Expenses - Cash and cash equivalents at the end of the period were $102,773 million, down from $191,882 million a year ago[28]. - Accounts receivable increased to $98,925 million from $126,230 million year-over-year, indicating improved collection efforts[28]. - The company reported a net cash used in operating activities of $11,400 million, an improvement from $27,838 million in the previous quarter[26]. - Total operating expenses rose to $99,925 million, compared to $123,884 million in the same quarter last year, primarily due to reduced restructuring charges[24]. - Research and development expenses were $55,457 million, a decrease from $64,766 million in the same quarter last year, indicating cost management efforts[30]. Operational Efficiency - GAAP gross margin increased to 56.1% in Q1 2025 from 51.7% in Q1 2024[31]. - Non-GAAP gross margin decreased slightly to 59.1% in Q1 2025 from 60.6% in Q1 2024[31]. - GAAP R&D expenses decreased to 57.8% in Q1 2025 from 68.0% in Q1 2024[31]. - Non-GAAP R&D expenses decreased to 37.1% in Q1 2025 from 50.8% in Q1 2024[31]. - GAAP SG&A expenses increased to 38.1% in Q1 2025 from 38.3% in Q1 2024[31]. - Non-GAAP SG&A expenses improved slightly to 23.7% in Q1 2025 from 27.7% in Q1 2024[31]. - GAAP net loss improved to (51.8)% in Q1 2025 from (75.9)% in Q1 2024[31]. - Non-GAAP net loss improved to (4.6)% in Q1 2025 from (18.3)% in Q1 2024[31]. - Total non-GAAP adjustments before income taxes increased to 46.5% in Q1 2025 from 60.5% in Q1 2024[31]. - GAAP loss from operations improved to (48.1)% in Q1 2025 from (78.3)% in Q1 2024[31]. Strategic Focus - Management highlighted strong product traction and revenue growth potential with Tier-1 customers in high-value categories[3]. - The company is focused on market share expansion and ongoing industry recovery to drive growth in 2025 and beyond[3].

MaxLinear Q4'24 Earnings January 29, 2025 Cautionary Note Concerning Forward-Looking Statements 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- looking statements include, among others ...