United States securities and exchange commission logo
December 15, 2023
Steven Litchfield
Chief Financial Officer
MaxLinear, Inc.
5966 La Place Court, Suite 100
Carlsbad, California 92008
Re: MaxLinear, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed February 1,
2023
Form 10-Q for the
Quarterly Period Ended September 30, 2023
Filed October 25,
2023
File No. 001-34666
Dear Steven Litchfield:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 58
1. Where you describe two
or more business reasons that contributed to a material change in
a financial statement
line item between periods, please quantify, where possible, the extent
to which each factor
contributed to the overall change in that line item, including any
offsetting factors. If
specific quantitative impacts are known, refrain from using relative
terms, such as
"primarily" and to a lesser extent. When you discuss
revenue fluctuations,
specifically describe the extent to which changes are attributable to
changes in prices or to
changes in the volume or amount of goods or services being sold or
to the introduction of
new products or services. In addition, where you identify
intermediate causes of
changes in your operating results, also describe the reasons
underlying the
intermediate causes. For example, you disclose on pages 59 and 60
Steven Litchfield
FirstName
MaxLinear,LastNameSteven Litchfield
Inc.
Comapany15,
December NameMaxLinear,
2023 Inc.
December
Page 2 15, 2023 Page 2
FirstName LastName
that revenue changes were driven by sales of specific products, gross
profit was impacted
by "revenue mix" and provide boilerplate disclosure that the increase
in cost of net
revenue was "primarily driven by higher sales and incremental
expenses." Ensure you
explain in sufficient detail the reasons driving these changes and
that your overall revised
disclosures assist in satisfying the requirements of Item 303(a)-(b)
of Regulation S-K and
the three principal objectives of MD&A, as noted in SEC Release No.
33-8350:
to provide a narrative explanation of a company s financial
statements that enables
investors to see the company through the eyes of management;
to enhance the overall financial disclosure and provide the
context within which
financial information should be analyzed; and
to provide information about the quality of, and potential
variability of, a company s
earnings and cash flow, so that investors can ascertain the
likelihood that past
performance is indicative of future performance
Cash Flows from Operating Activities, page 65
2. Please provide a more informative discussion and analysis of cash
flows from operating
activities, including changes in working capital components, for the
periods presented. In
doing so, explain the underlying reasons and implications of material
changes between
periods to provide investors with an understanding of trends and
variability in cash flows.
Also ensure that your disclosures are not merely a recitation of
changes evident from the
financial statements. Please refer to Item 303(a) of Regulation S-K
and SEC Release No.
33-8350.
Notes to Consolidated Financial Statements
7. Balance Sheet Details, page 99
3. We note the material increases in your "price protection" and "price
adjustments" accruals
from fiscal year ends 2021 to 2022. Please tell us and revise your
disclosures to
specify the nature of the items included within each accrual. Also
tell us the reasons for
the significant increases in these liabilities and, to the extent the
related activity materially
impacted your results of operations, ensure you sufficiently discuss
the historical and
trending impacts within MD&A.
Form 10-Q for the Quarterly Period Ended September 30, 2023
15. Commitments and Contingencies, page 31
4. We note your disclosures regarding the dispute with Silicon Motion and
a related class
action lawsuit. We further note that "no material loss contingencies
have been
accrued" for other legal matters "in the ordinary course of business"
but indicate that
"litigation can have a material adverse impact." To the extent it is
reasonably possible you
Steven Litchfield
MaxLinear, Inc.
December 15, 2023
Page 3
will incur losses in excess of recorded accruals related to your
contingencies, please
provide the applicable disclosures required by ASC 450-20-50-3 through
-4, including the
amount or range of reasonably possible losses in excess of recorded
amounts. If an
estimate of reasonably possible additional losses can be made and that
amount, both for
each individual matter and in the aggregate, is not material to your
consolidated financial
position, results of operations or cash flows, we will not object to a
statement to that
effect. Alternatively, if no amount of loss in excess of recorded
accruals is believed to be
reasonably possible, please state this in your disclosure.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at
202-551-3254
with any questions.
FirstName LastNameSteven Litchfield Sincerely,
Comapany NameMaxLinear, Inc.
Division of
Corporation Finance
December 15, 2023 Page 3 Office of
Manufacturing
FirstName LastName