UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM 8-K |
Delaware | 001-34666 | 14-1896129 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit | Description |
99.1 | Press Release, dated May 1, 2019 |
Date: | May 1, 2019 | MAXLINEAR, INC. | ||
(Registrant) | ||||
By: | /s/ Steven G. Litchfield | |||
Steven G. Litchfield | ||||
Chief Financial Officer and Chief Corporate Strategy Officer | ||||
(Principal Financial Officer) | ||||
Exhibit No. | Description |
99.1 |
• | Net revenue was $84.6 million, down 3% sequentially, and down 24% year-on-year. |
• | GAAP gross margin was 53.3%, compared to 52.4% in the prior quarter, and 56.5% in the year-ago quarter. |
• | GAAP operating expenses were $52.9 million in the first quarter 2019, or 63% of net revenue, compared to $56.6 million in the prior quarter, or 65% of net revenue, and $58.2 million in the year-ago quarter, or 53% of net revenue. |
• | GAAP loss from operations was 9% of revenue, compared to loss from operations of 12% in the prior quarter, and income from operations of 4% in the year-ago quarter. |
• | Net cash flow provided by operating activities was $16.0 million, compared to cash flow provided by operations of $24.2 million in the prior quarter and cash flow provided by operating activities of $12.0 million in the year-ago quarter. |
• | GAAP income tax benefit was $6.5 million, compared to an income tax benefit of $14.0 million in the prior quarter, and income tax benefit of $1.9 million in the year-ago quarter. |
• | GAAP net loss was $4.9 million, compared to net income of $0.3 million in the prior quarter, and net income of $1.8 million in the year-ago quarter. |
• | GAAP diluted loss per share was $0.07, compared to diluted earnings per share of $0.00 in the prior quarter, and diluted earnings per share of $0.03 in the year-ago quarter. |
• | Non-GAAP gross margin was 63.5%. This compares to 62.7% in the prior quarter, and 64.9% in the year-ago quarter. |
• | Non-GAAP operating expenses were $35.7 million, or 42% of revenue, compared to $36.7 million or 42% of revenue in the prior quarter, and $39.3 million or 35% of revenue in the year-ago quarter. |
• | Non-GAAP income from operations was 21% of revenue, compared to 21% in the prior quarter, and 29% in the year-ago quarter. |
• | Non-GAAP effective tax rate was 7% of non-GAAP pre-tax income, compared to 7% in the prior quarter, and 7% in the year-ago quarter. |
• | Non-GAAP net income was $13.5 million, compared to $14.2 million in the prior quarter, and $26.2 million in the year-ago quarter. |
• | Non-GAAP diluted earnings per share was $0.19, compared to diluted earnings per share of $0.20 in the prior quarter, and diluted earnings per share of $0.37 in the year-ago quarter. |
• | Announced next-generation MxL1500 and MxL 1600 products, the industry's first single-chip Quad RF transceiver solutions with 2G to 5G support for Radio Access Networks (RAN). |
• | Announced showcase of latest Wireless Access RF solutions aimed at enabling next generation 5G networks at the GSMA Mobile World Congress exhibition in Barcelona, Spain. |
• | Announced with SWR Technology a new system solution to enable delivery of 1Gbps symmetrical data rate and up to 35W wireless power through triple-silver-coated low-emissivity (low-e) glass windows up to 35mm thick using MaxLinear's MxL210x AirPHY transceiver. |
• | Announced show case of optical interoperability of Telluride PAM4 DSP using 400Gbps QSFP-DD modules from early access customers at the Optical Fiber Communication Conference. |
• | Telluride PAM4 DSP SoC demonstrated by Molex in new transceiver modules for data center interconnects. |
• | Announced that Delta has selected Telluride PAM4 DSP to develop 400G optical module for hyperscale data centers. |
• | Announced show case of latest power management products, including MXL7213 dual 13A or single 26A power module, a complete switch mode DC/DC power supply which includes a wide 4.5V to 18V input range and enhanced efficiency and thermal performance, at Applied Power Electronics Conference in Anaheim. |
• | Introduced XR78021, its first Smart Power Stage (SPS) product with current and temperature monitoring that supports up to 20A output in a compact 4mm x 5mm QFN package. |
• | GAAP gross margin of approximately 53.0% to 54.0%; |
• | Non-GAAP gross margin of approximately 63.5% to 64.5%; |
• | GAAP operating expenses of approximately $49.0 million to $49.5 million; and |
• | Non-GAAP operating expenses of approximately $33.0 million to $33.5 million. |
Three Months Ended | |||||||||||
March 31, 2019 | December 31, 2018 | March 31, 2018 | |||||||||
Net revenue | $ | 84,635 | $ | 87,627 | $ | 110,827 | |||||
Cost of net revenue | 39,558 | 41,727 | 48,159 | ||||||||
Gross profit | 45,077 | 45,900 | 62,668 | ||||||||
Operating expenses: | |||||||||||
Research and development | 27,399 | 29,667 | 31,121 | ||||||||
Selling, general and administrative | 23,591 | 25,208 | 27,117 | ||||||||
Restructuring charges | 1,917 | 1,737 | — | ||||||||
Total operating expenses | 52,907 | 56,612 | 58,238 | ||||||||
Income (loss) from operations | (7,830 | ) | (10,712 | ) | 4,430 | ||||||
Interest income | 147 | 24 | 18 | ||||||||
Interest expense | (2,975 | ) | (3,194 | ) | (3,894 | ) | |||||
Other income (expense), net | (655 | ) | 229 | (571 | ) | ||||||
Total interest and other expense, net | (3,483 | ) | (2,941 | ) | (4,447 | ) | |||||
Loss before income taxes | (11,313 | ) | (13,653 | ) | (17 | ) | |||||
Income tax benefit | (6,462 | ) | (13,964 | ) | (1,864 | ) | |||||
Net income (loss) | $ | (4,851 | ) | $ | 311 | $ | 1,847 | ||||
Net income (loss) per share: | |||||||||||
Basic | $ | (0.07 | ) | $ | — | $ | 0.03 | ||||
Diluted | $ | (0.07 | ) | $ | — | $ | 0.03 | ||||
Shares used to compute net income (loss) per share: | |||||||||||
Basic | 69,968 | 69,186 | 67,674 | ||||||||
Diluted | 69,968 | 71,267 | 70,440 |
Three Months Ended | |||||||||||
March 31, 2019 | December 31, 2018 | March 31, 2018 | |||||||||
Operating Activities | |||||||||||
Net income (loss) | $ | (4,851 | ) | $ | 311 | $ | 1,847 | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
Amortization and depreciation | 16,863 | 19,125 | 20,084 | ||||||||
Amortization of debt issuance costs and accretion of discount on debt and leases | 402 | 287 | 287 | ||||||||
Stock-based compensation | 7,747 | 7,999 | 8,473 | ||||||||
Deferred income taxes | (6,476 | ) | (8,827 | ) | (2,332 | ) | |||||
Loss on disposal of property and equipment | 35 | 430 | — | ||||||||
Impairment of leasehold improvements | 1,442 | 35 | — | ||||||||
Impairment of long-lived assets | 2,182 | — | — | ||||||||
Gain on extinguishment of lease liabilities | (2,880 | ) | — | — | |||||||
(Gain) loss on foreign currency | 567 | (268 | ) | 471 | |||||||
Excess tax benefits on stock-based awards | (1,737 | ) | (820 | ) | (797 | ) | |||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | (142 | ) | (867 | ) | (24,533 | ) | |||||
Inventory | (1,015 | ) | 19 | 7,676 | |||||||
Prepaid expenses and other assets | 604 | 1,905 | 1,003 | ||||||||
Leased right-of-use assets | 645 | — | — | ||||||||
Accounts payable, accrued expenses and other current liabilities | 1,921 | 648 | (421 | ) | |||||||
Accrued compensation | 893 | 2,387 | 2,502 | ||||||||
Deferred revenue and deferred profit | — | — | (138 | ) | |||||||
Accrued price protection liability | 2,489 | 2,036 | (1,359 | ) | |||||||
Lease liabilities | (2,125 | ) | — | — | |||||||
Other long-term liabilities | (519 | ) | (227 | ) | (792 | ) | |||||
Net cash provided by operating activities | 16,045 | 24,173 | 11,971 | ||||||||
Investing Activities | |||||||||||
Purchases of property and equipment | (2,155 | ) | (1,412 | ) | (2,381 | ) | |||||
Net cash used in investing activities | (2,155 | ) | (1,412 | ) | (2,381 | ) | |||||
Financing Activities | |||||||||||
Repayment of debt | (15,000 | ) | (15,000 | ) | (25,000 | ) | |||||
Net proceeds from issuance of common stock | 2,628 | 2,732 | 980 | ||||||||
Minimum tax withholding paid on behalf of employees for restricted stock units | (4,419 | ) | (2,606 | ) | (2,391 | ) | |||||
Net cash used in financing activities | (16,791 | ) | (14,874 | ) | (26,411 | ) | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 577 | (1,939 | ) | (258 | ) | ||||||
Increase (decrease) in cash, cash equivalents and restricted cash | (2,324 | ) | 5,948 | (17,079 | ) | ||||||
Cash, cash equivalents and restricted cash at beginning of period | 74,191 | 68,243 | 74,412 | ||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 71,867 | $ | 74,191 | $ | 57,333 |
March 31, 2019 | December 31, 2018 (1) | March 31, 2018 (1) | |||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 71,102 | $ | 73,142 | $ | 55,645 | |||||
Short-term restricted cash | 347 | 645 | 617 | ||||||||
Accounts receivable, net | 59,639 | 59,491 | 90,632 | ||||||||
Inventory | 42,753 | 41,738 | 45,758 | ||||||||
Prepaid expenses and other current assets | 5,479 | 5,595 | 8,413 | ||||||||
Total current assets | 179,320 | 180,611 | 201,065 | ||||||||
Long-term restricted cash | 418 | 404 | 1,071 | ||||||||
Property and equipment, net | 16,987 | 18,404 | 21,993 | ||||||||
Leased right-of-use assets | 21,543 | — | — | ||||||||
Intangible assets, net | 230,634 | 244,900 | 298,031 | ||||||||
Goodwill | 238,330 | 238,330 | 237,810 | ||||||||
Deferred tax assets | 58,067 | 51,518 | 41,426 | ||||||||
Other long-term assets | 3,583 | 4,664 | 7,318 | ||||||||
Total assets | $ | 748,882 | $ | 738,831 | $ | 808,714 | |||||
Liabilities and stockholders’ equity | |||||||||||
Current liabilities | $ | 73,483 | $ | 70,567 | $ | 67,061 | |||||
Long-term lease liabilities | 18,132 | 4,097 | 4,718 | ||||||||
Long-term debt | 241,044 | 255,757 | 322,896 | ||||||||
Other long-term liabilities | 8,019 | 8,474 | 7,591 | ||||||||
Stockholders’ equity | 408,204 | 399,936 | 406,448 | ||||||||
Total liabilities and stockholders’ equity | $ | 748,882 | $ | 738,831 | $ | 808,714 |
Three Months Ended | |||||||||||
March 31, 2019 | December 31, 2018 | March 31, 2018 | |||||||||
GAAP gross profit | $ | 45,077 | $ | 45,900 | $ | 62,668 | |||||
Stock-based compensation | 130 | 132 | 106 | ||||||||
Performance based equity | 73 | 56 | 78 | ||||||||
Amortization of purchased intangible assets | 8,424 | 8,875 | 8,969 | ||||||||
Depreciation of fixed asset step-up | — | — | 112 | ||||||||
Non-GAAP gross profit | 53,704 | 54,963 | 71,933 | ||||||||
GAAP R&D expenses | 27,399 | 29,667 | 31,121 | ||||||||
Stock-based compensation | (4,213 | ) | (4,399 | ) | (4,374 | ) | |||||
Performance based equity | (925 | ) | (1,254 | ) | (1,140 | ) | |||||
Depreciation of fixed asset step-up | (6 | ) | (76 | ) | (329 | ) | |||||
Non-GAAP R&D expenses | 22,255 | 23,938 | 25,278 | ||||||||
GAAP SG&A expenses | 23,591 | 25,208 | 27,117 | ||||||||
Stock-based compensation | (3,404 | ) | (3,481 | ) | (3,993 | ) | |||||
Performance based equity | (939 | ) | (948 | ) | (1,049 | ) | |||||
Amortization of purchased intangible assets | (5,798 | ) | (7,994 | ) | (7,994 | ) | |||||
Depreciation of fixed asset step-up | — | (2 | ) | (10 | ) | ||||||
IP litigation costs, net | — | (3 | ) | (42 | ) | ||||||
Non-GAAP SG&A expenses | 13,450 | 12,780 | 14,029 | ||||||||
GAAP restructuring expenses | 1,917 | 1,737 | — | ||||||||
Restructuring charges | (1,917 | ) | (1,737 | ) | — | ||||||
Non-GAAP restructuring expenses | — | — | — | ||||||||
GAAP income (loss) from operations | (7,830 | ) | (10,712 | ) | 4,430 | ||||||
Total non-GAAP adjustments | 25,829 | 28,957 | 28,196 | ||||||||
Non-GAAP income from operations | 17,999 | 18,245 | 32,626 | ||||||||
GAAP and non-GAAP interest and other income (expense), net | (3,483 | ) | (2,941 | ) | (4,447 | ) | |||||
GAAP loss before income taxes | (11,313 | ) | (13,653 | ) | (17 | ) | |||||
Total non-GAAP adjustments | 25,829 | 28,957 | 28,196 | ||||||||
Non-GAAP income before income taxes | 14,516 | 15,304 | 28,179 | ||||||||
GAAP income tax benefit | (6,462 | ) | (13,964 | ) | (1,864 | ) | |||||
Adjustment for non-cash tax benefits/expenses and effects of the Tax Act | 7,478 | 15,035 | 3,837 | ||||||||
Non-GAAP income tax provision | 1,016 | 1,071 | 1,973 | ||||||||
GAAP net income (loss) | (4,851 | ) | 311 | 1,847 | |||||||
Total non-GAAP adjustments before income taxes | 25,829 | 28,957 | 28,196 | ||||||||
Less: total tax adjustments | 7,478 | 15,035 | 3,837 | ||||||||
Non-GAAP net income | $ | 13,500 | $ | 14,233 | $ | 26,206 | |||||
Shares used in computing non-GAAP basic net income per share | 69,968 | 69,186 | 67,674 | ||||||||
Shares used in computing non-GAAP diluted net income per share | 71,900 | 71,267 | 70,440 | ||||||||
Non-GAAP basic net income per share | $ | 0.19 | $ | 0.21 | $ | 0.39 | |||||
Non-GAAP diluted net income per share | $ | 0.19 | $ | 0.20 | $ | 0.37 |
Three Months Ended | ||||||||
March 31, 2019 | December 31, 2018 | March 31, 2018 | ||||||
GAAP gross profit | 53.3 | % | 52.4 | % | 56.5 | % | ||
Stock-based compensation | 0.2 | % | 0.2 | % | 0.1 | % | ||
Performance based equity | 0.1 | % | 0.1 | % | 0.1 | % | ||
Amortization of purchased intangible assets | 10.0 | % | 10.1 | % | 8.1 | % | ||
Depreciation of fixed asset step-up | — | % | — | % | 0.1 | % | ||
Non-GAAP gross profit | 63.5 | % | 62.7 | % | 64.9 | % | ||
GAAP R&D expenses | 32.4 | % | 33.9 | % | 28.1 | % | ||
Stock-based compensation | (5.0 | )% | (5.0 | )% | (3.9 | )% | ||
Performance based equity | (1.1 | )% | (1.4 | )% | (1.0 | )% | ||
Depreciation of fixed asset step-up | — | % | (0.1 | )% | (0.4 | )% | ||
Non-GAAP R&D expenses | 26.3 | % | 27.3 | % | 22.8 | % | ||
GAAP SG&A expenses | 27.9 | % | 28.8 | % | 24.5 | % | ||
Stock-based compensation | (4.0 | )% | (4.0 | )% | (3.6 | )% | ||
Performance based equity | (1.1 | )% | (1.1 | )% | (0.9 | )% | ||
Amortization of purchased intangible assets | (6.9 | )% | (9.1 | )% | (7.2 | )% | ||
Depreciation of fixed asset step-up | — | % | — | % | (0.1 | )% | ||
IP litigation costs, net | — | % | — | % | — | % | ||
Non-GAAP SG&A expenses | 15.9 | % | 14.6 | % | 12.7 | % | ||
GAAP restructuring expenses | 2.3 | % | 2.0 | % | — | % | ||
Restructuring charges | (2.3 | )% | (2.0 | )% | — | % | ||
Non-GAAP restructuring expenses | — | % | — | % | — | % | ||
GAAP income (loss) from operations | (9.3 | )% | (12.2 | )% | 4.0 | % | ||
Total non-GAAP adjustments | 30.5 | % | 33.0 | % | 25.4 | % | ||
Non-GAAP income from operations | 21.3 | % | 20.8 | % | 29.4 | % | ||
GAAP and non-GAAP interest and other income (expense), net | (4.1 | )% | (3.4 | )% | (4.0 | )% | ||
GAAP loss before income taxes | (13.4 | )% | (15.6 | )% | — | % | ||
Total non-GAAP adjustments before income taxes | 30.5 | % | 33.0 | % | 25.4 | % | ||
Non-GAAP income before income taxes | 17.2 | % | 17.5 | % | 25.4 | % | ||
GAAP income tax benefit | (7.6 | )% | (15.9 | )% | (1.7 | )% | ||
Adjustment for non-cash tax benefits/expenses and the effects of the Tax Act | 8.8 | % | 17.2 | % | 3.5 | % | ||
Non-GAAP income tax provision | 1.2 | % | 1.2 | % | 1.8 | % | ||
GAAP net income (loss) | (5.7 | )% | 0.4 | % | 1.7 | % | ||
Total non-GAAP adjustments before income taxes | 30.5 | % | 33.0 | % | 25.4 | % | ||
Less: total tax adjustments | 8.8 | % | 17.2 | % | 3.5 | % | ||
Non-GAAP net income | 16.0 | % | 16.2 | % | 23.6 | % |