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 November 7, 2017 |
Date: | November 7, 2017 | MAXLINEAR, INC. | ||
(Registrant) | ||||
By: | /s/ Adam C. Spice | |||
Adam C. Spice | ||||
Chief Financial Officer | ||||
(Principal Financial Officer) | ||||
Exhibit No. | Description |
99.1 |
• | Wave-2 G.hn technology chosen by Cambridge Industries Group for new HomeMesh networking products. |
• | Announced use of G.hn technology in future open smart metering solution with Corinex. |
• | Full-Spectrum Capture™ DOCSIS® 3.1 chipsets selected by Hitron as part of a Full Duplex demonstration network. |
• | Ku-Band satellite technology selected by MTI for Sky Q wideband low-noise block downconverter for shipment to Sky UK customers. |
• | Announced partnership with Gospell to deliver low cost dCSS low-noise block downconverter and 4K set-top box system solution for satellite TV operators worldwide. |
• | MxL214C Full-Spectrum Capture™ cable front-end receiver adopted by Skyworth for next generation cable gateway set-top box for Chinese cable operator customers. |
• | Launched industry-first integrated ATSC tuner-demodulator ICs for cost-effective cord-cutter OTA products. |
• | Net revenue increased to $113.6 million, which was impacted by elimination of Exar's deferred revenue of $0.8 million under acquisition accounting, and which was up 9% sequentially and 18% year-on-year. |
• | GAAP gross margin was 45.6%, which was impacted by amortization of inventory step-ups to fair value and acquired intangibles totaling $18.1 million and elimination of Exar's deferred profit of $0.8 million under acquisition accounting, compared to 49.1% in the prior quarter, and 57.6% in the year-ago quarter. |
• | GAAP operating expenses, inclusive of full quarter contributions from the Marvell G.hn and Exar acquisitions and related purchase price accounting impacts, were $62.5 million in the third quarter 2017, or 55% of revenue, compared to $66.9 million in the prior quarter, and $44.8 million in the year-ago quarter. |
• | GAAP loss from operations was 9% of revenue, compared to loss from operations of 15% in the prior quarter, and income from operations of 11% in the year-ago quarter. |
• | Net cash flow provided by operating activities of $37.7 million, compared to cash flow used in operations of $7.1 million in the prior quarter and cash flow provided by operating activities of $18.4 million in the year-ago quarter. |
• | GAAP pre-tax losses were 14% of revenue, compared to pre-tax losses that were 18% of revenue in the prior quarter, and pre-tax income that was 11% of revenue in the year-ago quarter. |
• | GAAP income tax benefit was 41% of pre-tax loss, compared to an income tax benefit of 159% of pre-tax loss in the prior quarter, and income tax provision of 10% of pre-tax income in the year-ago quarter. |
• | GAAP net loss was $9.2 million, compared to net income of $11.0 million in the prior quarter, and net income of $9.7 million in the year-ago quarter. |
• | GAAP diluted loss per share was $0.14, compared to earnings per share of $0.16 in the prior quarter, and earnings per share of $0.14 in the year-ago quarter. |
• | Non-GAAP gross margin was 62.5%, when calculated on GAAP revenue of $113.6 million, or 62.1% when calculated to adjust for the $0.8 million of deferred revenue eliminated under Exar acquisition accounting, which was the basis for prior guidance. This compares to 64.4% in the prior quarter (61.3% when calculated to adjust for the prior quarter's $5.2 million of deferred revenue eliminated under Exar acquisition purchase accounting), and 63.1% in the year-ago quarter. |
• | Non-GAAP operating expenses were $37.9 million, or 33% of revenue, compared to $36.9 million or 35% of revenue in the prior quarter, and $31.5 million and 33% of revenue in the year-ago quarter. |
• | Non-GAAP income from operations was 29% of revenue, compared to 29% in the prior quarter, and 30% in the year-ago quarter. |
• | Non-GAAP pre-tax margin was 25% of revenue, compared to 26% in the prior quarter, and 30% in the year-ago quarter. |
• | Non-GAAP effective tax rate was 4% of non-GAAP pre-tax income, compared to 10% in the prior quarter, and 2% in the year-ago quarter. Current quarter non-GAAP effective tax rate is based on year-to-date effective tax rate of 8% of non-GAAP pre-tax income. |
• | Non-GAAP net income was $27.1 million, compared to $24.7 million in the prior quarter, and $28.8 million in the year-ago quarter. |
• | Non-GAAP diluted earnings per share was $0.39, compared to diluted earnings per share of $0.35 in the prior quarter, and diluted earnings per share of $0.43 in the year-ago quarter. |
• | GAAP and non-GAAP gross margin of approximately 47% and 61% to 62%, respectively. |
• | GAAP and non-GAAP operating expenses of approximately $57 million and $38 million, respectively. |
• | GAAP and non-GAAP interest expenses of approximately $3.7 million. |
• | GAAP and non-GAAP cash tax rates of approximately 40% and 8%, respectively. |
Three Months Ended | |||||||||||
September 30, 2017 | June 30, 2017 | September 30, 2016 | |||||||||
Net revenue | $ | 113,581 | $ | 104,175 | $ | 96,324 | |||||
Cost of net revenue | 61,739 | 53,071 | 40,820 | ||||||||
Gross profit | 51,842 | 51,104 | 55,504 | ||||||||
Operating expenses: | |||||||||||
Research and development | 29,270 | 29,015 | 25,921 | ||||||||
Selling, general and administrative | 29,037 | 31,338 | 17,619 | ||||||||
IPR&D impairment losses | 2,000 | — | 1,300 | ||||||||
Restructuring charges | 2,178 | 6,546 | — | ||||||||
Total operating expenses | 62,485 | 66,899 | 44,840 | ||||||||
Income (loss) from operations | (10,643 | ) | (15,795 | ) | 10,664 | ||||||
Interest income | 1 | 64 | 89 | ||||||||
Interest expense | (4,133 | ) | (2,201 | ) | — | ||||||
Other income (expense), net | (668 | ) | (618 | ) | 10 | ||||||
Total interest and other income (expense), net | (4,800 | ) | (2,755 | ) | 99 | ||||||
Income (loss) before income taxes | (15,443 | ) | (18,550 | ) | 10,763 | ||||||
Income tax provision (benefit) | (6,276 | ) | (29,515 | ) | 1,084 | ||||||
Net income (loss) | $ | (9,167 | ) | $ | 10,965 | $ | 9,679 | ||||
Net income (loss) per share: | |||||||||||
Basic | $ | (0.14 | ) | $ | 0.17 | $ | 0.15 | ||||
Diluted | $ | (0.14 | ) | $ | 0.16 | $ | 0.14 | ||||
Shares used to compute net income (loss) per share: | |||||||||||
Basic | 66,712 | 65,889 | 64,241 | ||||||||
Diluted | 66,712 | 69,645 | 67,832 |
Nine Months Ended | |||||||
September 30, 2017 | September 30, 2016 | ||||||
Net revenue | $ | 306,597 | $ | 300,696 | |||
Cost of net revenue | 150,727 | 121,109 | |||||
Gross profit | 155,870 | 179,587 | |||||
Operating expenses: | |||||||
Research and development | 82,163 | 73,710 | |||||
Selling, general and administrative | 78,988 | 47,734 | |||||
IPR&D impairment losses | 2,000 | 1,300 | |||||
Restructuring charges | 8,724 | 2,106 | |||||
Total operating expenses | 171,875 | 124,850 | |||||
Income (loss) from operations | (16,005 | ) | 54,737 | ||||
Interest income | 260 | 426 | |||||
Interest expense | (6,334 | ) | — | ||||
Other expense, net | (1,430 | ) | (64 | ) | |||
Total interest and other income (expense), net | (7,504 | ) | 362 | ||||
Income (loss) before income taxes | (23,509 | ) | 55,099 | ||||
Income tax provision (benefit) | (33,770 | ) | 2,155 | ||||
Net income | $ | 10,261 | $ | 52,944 | |||
Net income per share: | |||||||
Basic | $ | 0.16 | $ | 0.83 | |||
Diluted | $ | 0.15 | $ | 0.79 | |||
Shares used to compute net income per share: | |||||||
Basic | 65,950 | 63,454 | |||||
Diluted | 69,491 | 67,354 |
Three Months Ended | |||||||||||
September 30, 2017 | June 30, 2017 | September 30, 2016 | |||||||||
Operating Activities | |||||||||||
Net income (loss) | $ | (9,167 | ) | $ | 10,965 | $ | 9,679 | ||||
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||||||||||
Amortization and depreciation | 21,342 | 18,261 | 8,808 | ||||||||
Impairment of IPR&D assets | 2,000 | — | 1,300 | ||||||||
Provision for losses on accounts receivable | 46 | — | 87 | ||||||||
Amortization (accretion) of investment premiums (discount), net | — | (107 | ) | 12 | |||||||
Amortization of inventory step-up | 10,207 | 5,635 | 2,653 | ||||||||
Amortization of debt issuance costs | 301 | 175 | — | ||||||||
Stock-based compensation | 7,796 | 11,628 | 6,264 | ||||||||
Deferred income taxes | (1,163 | ) | (47,409 | ) | 82 | ||||||
Loss on disposal of property and equipment | 286 | 3 | — | ||||||||
Loss on sale of available-for-sale securities | — | 38 | — | ||||||||
Loss on foreign currency | 733 | 898 | 112 | ||||||||
Excess tax benefits on stock-based awards | (841 | ) | (4,843 | ) | (928 | ) | |||||
Change in fair value of contingent consideration | — | — | 99 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | 7,063 | (13,496 | ) | (5,419 | ) | ||||||
Inventory | 5,060 | (2,289 | ) | (454 | ) | ||||||
Prepaid expenses and other assets | 2,374 | (1,503 | ) | 440 | |||||||
Accounts payable, accrued expenses and other current liabilities | (17,453 | ) | 10,077 | (2,470 | ) | ||||||
Accrued compensation | 1,498 | (1,664 | ) | (183 | ) | ||||||
Deferred revenue and deferred profit | 3,907 | 7,633 | (504 | ) | |||||||
Accrued price protection liability | 3,606 | 2,676 | (1,158 | ) | |||||||
Other long-term liabilities | 144 | (3,768 | ) | (5 | ) | ||||||
Net cash provided by (used in) operating activities | 37,739 | (7,090 | ) | 18,415 | |||||||
Investing Activities | |||||||||||
Purchases of property and equipment | (2,500 | ) | (1,155 | ) | (2,118 | ) | |||||
Purchases of intangible assets | (53 | ) | (5,205 | ) | — | ||||||
Cash used in acquisition, net of cash acquired | — | (473,304 | ) | (80,000 | ) | ||||||
Purchases of available-for-sale securities | — | — | (32,986 | ) | |||||||
Maturities of available-for-sale securities | — | 63,761 | 7,700 | ||||||||
Net cash used in investing activities | (2,553 | ) | (415,903 | ) | (107,404 | ) | |||||
Financing Activities | |||||||||||
Net proceeds from issuance of common stock | 1,074 | 7,657 | 165 | ||||||||
Minimum tax withholding paid on behalf of employees for restricted stock units | (1,426 | ) | (3,496 | ) | (2,591 | ) | |||||
Proceeds from issuance of debt | — | 416,846 | — | ||||||||
Repayment of debt | (50,000 | ) | — | — | |||||||
Net cash provided by (used in) financing activities | (50,352 | ) | 421,007 | (2,426 | ) | ||||||
Effect of exchange rate changes on cash and cash equivalents | (829 | ) | 839 | (91 | ) | ||||||
Decrease in cash, cash equivalents and restricted cash | (15,995 | ) | (1,147 | ) | (91,506 | ) | |||||
Cash, cash equivalents and restricted cash at beginning of period | 90,091 | 91,238 | 147,582 | ||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 74,096 | $ | 90,091 | $ | 56,076 |
Nine Months Ended | |||||||
September 30, 2017 | September 30, 2016 | ||||||
Operating Activities | |||||||
Net income | $ | 10,261 | $ | 52,944 | |||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||
Amortization and depreciation | 46,502 | 18,743 | |||||
Impairment of IPR&D assets | 2,000 | 1,300 | |||||
Provision for losses on accounts receivable | 133 | 87 | |||||
Amortization (accretion) of investment premiums (discount), net | (60 | ) | 95 | ||||
Amortization of inventory step-up | 15,842 | 2,989 | |||||
Amortization of debt issuance costs | 476 | — | |||||
Stock-based compensation | 24,898 | 16,475 | |||||
Deferred income taxes | (48,417 | ) | 215 | ||||
(Gain) loss on disposal of property and equipment | 201 | 48 | |||||
(Gain) loss on sale of available-for-sale securities | 38 | (50 | ) | ||||
Loss on foreign currency | 1,415 | 66 | |||||
Excess tax benefits on stock-based awards | (6,598 | ) | (6,042 | ) | |||
Change in fair value of contingent consideration | — | 209 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (13,869 | ) | (7,360 | ) | |||
Inventory | (2,331 | ) | 6,964 | ||||
Prepaid expenses and other assets | 1,696 | (365 | ) | ||||
Accounts payable, accrued expenses and other current liabilities | 576 | 2,497 | |||||
Accrued compensation | 216 | 3,357 | |||||
Deferred revenue and deferred profit | 11,233 | 1,228 | |||||
Accrued price protection liability | 13,053 | (2,914 | ) | ||||
Other long-term liabilities | (3,944 | ) | (772 | ) | |||
Net cash provided by operating activities | 53,321 | 89,714 | |||||
Investing Activities | |||||||
Purchases of property and equipment | (4,398 | ) | (6,828 | ) | |||
Purchases of intangible assets | (5,378 | ) | (390 | ) | |||
Cash used in acquisition, net of cash acquired | (473,304 | ) | (101,000 | ) | |||
Purchases of available-for-sale securities | (30,577 | ) | (80,263 | ) | |||
Maturities of available-for-sale securities | 84,546 | 88,711 | |||||
Net cash used in investing activities | (429,111 | ) | (99,770 | ) | |||
Financing Activities | |||||||
Repurchases of common stock | (334 | ) | (3 | ) | |||
Net proceeds from issuance of common stock | 9,092 | 4,450 | |||||
Minimum tax withholding paid on behalf of employees for restricted stock units | (9,825 | ) | (6,184 | ) | |||
Proceeds from issuance of debt | 416,846 | — | |||||
Repayment of debt | (50,000 | ) | — | ||||
Net cash provided by (used in) financing activities | 365,779 | (1,737 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | 1,211 | (87 | ) | ||||
Decrease in cash, cash equivalents and restricted cash | (8,800 | ) | (11,880 | ) | |||
Cash, cash equivalents and restricted cash at beginning of period | 82,896 | 67,956 | |||||
Cash, cash equivalents and restricted cash at end of period | $ | 74,096 | $ | 56,076 |
September 30, 2017 | June 30, 2017 | September 30, 2016 | |||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents(1) | $ | 71,576 | $ | 87,568 | $ | 54,266 | |||||
Short-term restricted cash(1) | 615 | 615 | — | ||||||||
Short-term investments, available-for-sale | — | — | 42,146 | ||||||||
Accounts receivable, net | 75,618 | 82,695 | 49,672 | ||||||||
Inventory | 63,692 | 77,559 | 32,119 | ||||||||
Prepaid expenses and other current assets | 7,917 | 9,732 | 6,831 | ||||||||
Total current assets | 219,418 | 258,169 | 185,034 | ||||||||
Long-term restricted cash(1) | 1,905 | 1,908 | 1,810 | ||||||||
Property and equipment, net | 23,336 | 24,469 | 21,950 | ||||||||
Long-term investments, available-for-sale | — | — | 12,020 | ||||||||
Intangible assets, net | 332,409 | 353,524 | 109,885 | ||||||||
Goodwill | 239,673 | 238,838 | 75,794 | ||||||||
Deferred tax assets | 53,985 | 53,878 | 97 | ||||||||
Other long-term assets | 6,288 | 6,841 | 1,786 | ||||||||
Total assets | $ | 877,014 | $ | 937,627 | $ | 408,376 | |||||
Liabilities and stockholders’ equity | |||||||||||
Current liabilities | $ | 98,381 | $ | 110,197 | $ | 54,491 | |||||
Long-term debt | 367,322 | 415,032 | — | ||||||||
Other long-term liabilities | 14,663 | 14,491 | 15,182 | ||||||||
Total stockholders’ equity | 396,648 | 397,907 | 338,703 | ||||||||
Total liabilities and stockholders’ equity | $ | 877,014 | $ | 937,627 | $ | 408,376 |
Three Months Ended | |||||||||||
September 30, 2017 | June 30, 2017 | September 30, 2016 | |||||||||
GAAP gross profit | $ | 51,842 | $ | 51,104 | $ | 55,504 | |||||
Stock-based compensation | 93 | 79 | 57 | ||||||||
Performance based equity | 34 | 28 | 23 | ||||||||
Amortization of inventory step-up | 10,207 | 5,635 | 2,653 | ||||||||
Amortization of purchased intangible assets | 7,907 | 6,260 | 2,571 | ||||||||
Depreciation of fixed asset step-up | 113 | 112 | — | ||||||||
Deferred profit eliminated in purchase price accounting | 810 | 3,872 | — | ||||||||
Non-GAAP gross profit | 71,006 | 67,090 | 60,808 | ||||||||
GAAP R&D expenses | 29,270 | 29,015 | 25,921 | ||||||||
Stock-based compensation | (4,337 | ) | (4,011 | ) | (4,163 | ) | |||||
Incentive award compensation | — | — | (169 | ) | |||||||
Performance based equity | (961 | ) | (1,055 | ) | (838 | ) | |||||
Amortization of purchased intangible assets | (96 | ) | (97 | ) | (45 | ) | |||||
Depreciation of fixed asset step-up | (561 | ) | (760 | ) | — | ||||||
Restricted merger proceeds and contingent consideration | — | — | (243 | ) | |||||||
Non-GAAP R&D expenses | 23,315 | 23,092 | 20,463 | ||||||||
GAAP SG&A expenses | 29,037 | 31,338 | 17,619 | ||||||||
Stock-based compensation | (2,965 | ) | (3,024 | ) | (1,857 | ) | |||||
Incentive award compensation | — | — | (18 | ) | |||||||
Performance based equity | (517 | ) | (482 | ) | (896 | ) | |||||
Amortization of purchased intangible assets | (9,924 | ) | (8,262 | ) | (3,080 | ) | |||||
Depreciation of fixed asset step-up | (30 | ) | (56 | ) | — | ||||||
Acquisition and integration costs | (1,005 | ) | (5,609 | ) | (590 | ) | |||||
Restricted merger proceeds and contingent consideration | — | — | (99 | ) | |||||||
IP litigation costs, net | (4 | ) | (125 | ) | (12 | ) | |||||
Non-GAAP SG&A expenses | 14,592 | 13,780 | 11,067 | ||||||||
GAAP IPR&D impairment losses | 2,000 | — | 1,300 | ||||||||
IPR&D impairment losses | (2,000 | ) | — | (1,300 | ) | ||||||
Non-GAAP IPR&D impairment losses | — | — | — | ||||||||
GAAP restructuring expenses | 2,178 | 6,546 | — | ||||||||
Restructuring charges | (2,178 | ) | (6,546 | ) | — | ||||||
Non-GAAP restructuring expenses | — | — | — | ||||||||
GAAP income (loss) from operations | (10,643 | ) | (15,795 | ) | 10,664 | ||||||
Total non-GAAP adjustments | 43,742 | 46,013 | 18,614 | ||||||||
Non-GAAP income from operations | 33,099 | 30,218 | 29,278 | ||||||||
GAAP and non-GAAP interest and other income (expense), net | (4,800 | ) | (2,755 | ) | 99 | ||||||
GAAP income (loss) before income taxes | (15,443 | ) | (18,550 | ) | 10,763 | ||||||
Total non-GAAP adjustments | 43,742 | 46,013 | 18,614 | ||||||||
Non-GAAP income before income taxes | 28,299 | 27,463 | 29,377 | ||||||||
GAAP income tax provision (benefit) | (6,276 | ) | (29,515 | ) | 1,084 | ||||||
Adjustment for non-cash tax benefits/expenses | 7,476 | 32,300 | (537 | ) | |||||||
Non-GAAP income tax provision | 1,200 | 2,785 | 547 | ||||||||
GAAP net income (loss) | (9,167 | ) | 10,965 | 9,679 | |||||||
Total non-GAAP adjustments before income taxes | 43,742 | 46,013 | 18,614 | ||||||||
Less: total tax adjustments | 7,476 | 32,300 | (537 | ) | |||||||
Non-GAAP net income | $ | 27,099 | $ | 24,678 | $ | 28,830 | |||||
Shares used in computing non-GAAP basic net income per share | 66,712 | 65,889 | 64,241 | ||||||||
Shares used in computing non-GAAP diluted net income per share | 69,668 | 69,645 | 67,832 | ||||||||
Non-GAAP basic net income per share | $ | 0.41 | $ | 0.37 | $ | 0.45 | |||||
Non-GAAP diluted net income per share | $ | 0.39 | $ | 0.35 | $ | 0.43 |
Nine Months Ended | |||||||
September 30, 2017 | September 30, 2016 | ||||||
GAAP gross profit | $ | 155,870 | $ | 179,587 | |||
Stock-based compensation | 231 | 151 | |||||
Performance based equity | 104 | (41 | ) | ||||
Amortization of inventory step-up | 15,842 | 2,989 | |||||
Amortization of purchased intangible assets | 16,851 | 5,940 | |||||
Depreciation of fixed asset step-up | 225 | — | |||||
Deferred profit eliminated in purchase price accounting | 4,682 | — | |||||
Non-GAAP gross profit | 193,805 | 188,626 | |||||
GAAP R&D expenses | 82,163 | 73,710 | |||||
Stock-based compensation | (11,841 | ) | (10,362 | ) | |||
Incentive award compensation | — | (553 | ) | ||||
Performance based equity | (2,970 | ) | (3,574 | ) | |||
Amortization of purchased intangible assets | (289 | ) | (289 | ) | |||
Depreciation of fixed asset step-up | (1,321 | ) | — | ||||
Restricted merger proceeds and contingent consideration | — | (659 | ) | ||||
Non-GAAP R&D expenses | 65,742 | 58,273 | |||||
GAAP SG&A expenses | 78,988 | 47,734 | |||||
Stock-based compensation | (7,911 | ) | (5,290 | ) | |||
Incentive award compensation | — | (119 | ) | ||||
Performance based equity | (1,577 | ) | (2,278 | ) | |||
Amortization of purchased intangible assets | (20,067 | ) | (4,038 | ) | |||
Depreciation of fixed asset step-up | (86 | ) | — | ||||
Acquisition and integration costs | (10,008 | ) | (1,852 | ) | |||
Restricted merger proceeds and contingent consideration | — | (209 | ) | ||||
IP litigation costs, net | (234 | ) | (671 | ) | |||
Non-GAAP SG&A expenses | 39,105 | 33,277 | |||||
GAAP IPR&D impairment losses | 2,000 | 1,300 | |||||
IPR&D impairment losses | (2,000 | ) | (1,300 | ) | |||
Non-GAAP IPR&D impairment losses | — | — | |||||
GAAP restructuring expenses | 8,724 | 2,106 | |||||
Restructuring charges | (8,724 | ) | (2,106 | ) | |||
Non-GAAP restructuring expenses | — | — | |||||
GAAP income (loss) from operations | (16,005 | ) | 54,737 | ||||
Total non-GAAP adjustments | 104,963 | 42,339 | |||||
Non-GAAP income from operations | 88,958 | 97,076 | |||||
GAAP and non-GAAP interest and other income (expense), net | (7,504 | ) | 362 | ||||
GAAP income (loss) before income taxes | (23,509 | ) | 55,099 | ||||
Total non-GAAP adjustments | 104,963 | 42,339 | |||||
Non-GAAP income before income taxes | 81,454 | 97,438 | |||||
GAAP income tax provision (benefit) | (33,770 | ) | 2,155 | ||||
Adjustment for non-cash tax benefits/expenses | 40,286 | (138 | ) | ||||
Non-GAAP income tax provision | 6,516 | 2,017 | |||||
GAAP net income | 10,261 | 52,944 | |||||
Total non-GAAP adjustments before income taxes | 104,963 | 42,339 | |||||
Less: total tax adjustments | 40,286 | (138 | ) | ||||
Non-GAAP net income | $ | 74,938 | $ | 95,421 | |||
Shares used in computing non-GAAP basic net income per share | 65,950 | 63,454 | |||||
Shares used in computing non-GAAP diluted net income per share | 69,491 | 67,354 | |||||
Non-GAAP basic net income per share | $ | 1.14 | $ | 1.50 | |||
Non-GAAP diluted net income per share | $ | 1.08 | $ | 1.42 |
Three Months Ended | ||||||||
September 30, 2017 | June 30, 2017 | September 30, 2016 | ||||||
GAAP gross profit | 45.6 | % | 49.1 | % | 57.6 | % | ||
Stock-based compensation | 0.1 | % | 0.1 | % | 0.1 | % | ||
Performance based equity | — | % | — | % | — | % | ||
Amortization of inventory step-up | 9.0 | % | 5.4 | % | 2.7 | % | ||
Amortization of purchased intangible assets | 7.0 | % | 6.0 | % | 2.7 | % | ||
Depreciation of fixed asset step-up | 0.1 | % | 0.1 | % | — | % | ||
Deferred profit eliminated in purchase price accounting | 0.7 | % | 3.7 | % | — | % | ||
Non-GAAP gross profit | 62.5 | % | 64.4 | % | 63.1 | % | ||
GAAP R&D expenses | 25.8 | % | 27.9 | % | 26.9 | % | ||
Stock-based compensation | (3.8 | )% | (3.9 | )% | (4.3 | )% | ||
Incentive award compensation | — | % | — | % | (0.2 | )% | ||
Performance based equity | (0.9 | )% | (1.0 | )% | (0.9 | )% | ||
Amortization of purchased intangible assets | (0.1 | )% | (0.1 | )% | — | % | ||
Depreciation of fixed asset step-up | (0.5 | )% | (0.7 | )% | — | % | ||
Restricted merger proceeds and contingent consideration | — | % | — | % | (0.3 | )% | ||
Non-GAAP R&D expenses | 20.5 | % | 22.2 | % | 21.2 | % | ||
GAAP SG&A expenses | 25.6 | % | 30.1 | % | 18.3 | % | ||
Stock-based compensation | (2.6 | )% | (2.9 | )% | (1.9 | )% | ||
Incentive award compensation | — | % | — | % | — | % | ||
Performance based equity | (0.5 | )% | (0.5 | )% | (1.0 | )% | ||
Amortization of purchased intangible assets | (8.7 | )% | (7.9 | )% | (3.2 | )% | ||
Depreciation of fixed asset step-up | (0.1 | )% | (0.1 | )% | — | % | ||
Acquisition and integration costs | (0.9 | )% | (5.4 | )% | (0.6 | )% | ||
Restricted merger proceeds and contingent consideration | — | % | — | % | (0.1 | )% | ||
IP litigation costs, net | — | % | (0.1 | )% | — | % | ||
Non-GAAP SG&A expenses | 12.8 | % | 13.2 | % | 11.5 | % | ||
GAAP IPR&D impairment losses | 1.8 | % | — | % | 1.3 | % | ||
IPR&D impairment losses | (1.8 | )% | — | % | (1.3 | )% | ||
Non-GAAP IPR&D impairment losses | — | % | — | % | — | % | ||
GAAP restructuring expenses | 1.9 | % | 6.3 | % | — | % | ||
Restructuring charges | (1.9 | )% | (6.3 | )% | — | % | ||
Non-GAAP restructuring expenses | — | % | — | % | — | % | ||
GAAP income (loss) from operations | (9.4 | )% | (15.2 | )% | 11.1 | % | ||
Total non-GAAP adjustments | 38.5 | % | 44.2 | % | 19.3 | % | ||
Non-GAAP income from operations | 29.1 | % | 29.0 | % | 30.4 | % | ||
GAAP and non-GAAP interest and other income (expense), net | (4.2 | )% | (2.6 | )% | 0.1 | % | ||
GAAP income (loss) before income taxes | (13.6 | )% | (17.8 | )% | 11.2 | % | ||
Total non-GAAP adjustments before income taxes | 38.5 | % | 44.1 | % | 19.3 | % | ||
Non-GAAP income before income taxes | 24.9 | % | 26.4 | % | 30.5 | % | ||
GAAP income tax provision (benefit) | (5.5 | )% | (28.3 | )% | 1.1 | % | ||
Adjustment for non-cash tax benefits/expenses | 6.5 | % | 30.9 | % | (0.6 | )% | ||
Non-GAAP income tax provision | 1.1 | % | 2.7 | % | 0.5 | % | ||
GAAP net income (loss) | (8.1 | )% | 10.5 | % | 10.0 | % | ||
Total non-GAAP adjustments before income taxes | 38.5 | % | 44.1 | % | 19.3 | % | ||
Less: total tax adjustments | 6.5 | % | 30.9 | % | (0.6 | )% | ||
Non-GAAP net income | 23.9 | % | 23.7 | % | 29.9 | % |
Nine Months Ended | |||||
September 30, 2017 | September 30, 2016 | ||||
GAAP gross profit | 50.8 | % | 59.7 | % | |
Stock-based compensation | 0.1 | % | 0.1 | % | |
Performance based equity | — | % | — | % | |
Amortization of inventory step-up | 5.1 | % | 1.0 | % | |
Amortization of purchased intangible assets | 5.5 | % | 1.9 | % | |
Depreciation of fixed asset step-up | 0.1 | % | — | % | |
Deferred profit eliminated in purchase price accounting | 1.5 | % | — | % | |
Non-GAAP gross profit | 63.2 | % | 62.7 | % | |
GAAP R&D expenses | 26.8 | % | 24.5 | % | |
Stock-based compensation | (3.9 | )% | (3.4 | )% | |
Incentive award compensation | — | % | (0.2 | )% | |
Performance based equity | (1.0 | )% | (1.2 | )% | |
Amortization of purchased intangible assets | (0.1 | )% | (0.1 | )% | |
Depreciation of fixed asset step-up | (0.4 | )% | — | % | |
Restricted merger proceeds and contingent consideration | — | % | (0.2 | )% | |
Non-GAAP R&D expenses | 21.4 | % | 19.4 | % | |
GAAP SG&A expenses | 25.8 | % | 15.9 | % | |
Stock-based compensation | (2.6 | )% | (1.8 | )% | |
Incentive award compensation | — | % | — | % | |
Performance based equity | (0.5 | )% | (0.8 | )% | |
Amortization of purchased intangible assets | (6.5 | )% | (1.3 | )% | |
Depreciation of fixed asset step-up | — | % | — | % | |
Acquisition and integration costs | (3.3 | )% | (0.6 | )% | |
Restricted merger proceeds and contingent consideration | — | % | (0.1 | )% | |
IP litigation costs, net | (0.1 | )% | (0.2 | )% | |
Non-GAAP SG&A expenses | 12.8 | % | 11.1 | % | |
GAAP IPR&D impairment losses | 0.7 | % | 0.4 | % | |
IPR&D impairment losses | (0.7 | )% | (0.4 | )% | |
Non-GAAP IPR&D impairment losses | — | % | — | % | |
GAAP restructuring expenses | 2.8 | % | 0.7 | % | |
Restructuring charges | (2.8 | )% | (0.7 | )% | |
Non-GAAP restructuring expenses | — | % | — | % | |
GAAP income (loss) from operations | (5.2 | )% | 18.2 | % | |
Total non-GAAP adjustments | 34.2 | % | 14.1 | % | |
Non-GAAP income from operations | 29.0 | % | 32.3 | % | |
GAAP and non-GAAP interest and other income (expense), net | (2.4 | )% | 0.1 | % | |
GAAP income (loss) before income taxes | (7.7 | )% | 18.3 | % | |
Total non-GAAP adjustments before income taxes | 34.2 | % | 14.1 | % | |
Non-GAAP income before income taxes | 26.6 | % | 32.4 | % | |
GAAP income tax provision (benefit) | (11.0 | )% | 0.7 | % | |
Adjustment for non-cash tax benefits/expenses | 13.1 | % | — | % | |
Non-GAAP income tax provision | 2.1 | % | 0.7 | % | |
GAAP net income | 3.3 | % | 17.6 | % | |
Total non-GAAP adjustments before income taxes | 34.2 | % | 14.1 | % | |
Less: total tax adjustments | 13.1 | % | — | % | |
Non-GAAP net income | 24.4 | % | 31.7 | % |