Brian Nugent - Finance and IR Manager Kishore Seendripu - CEO and President Adam Spice - CFO.

Quinn Bolton - Needham & Company Ross Seymore - Deutsche Bank Gary Mobley - The Benchmark Company Anil Doradla - William Blair & Company Tore Svanberg - Stifel Alex Gauna - JMP Securities.

Good day, and welcome to the MaxLinear Q4 Earnings Conference Call. Today’s conference is being recorded. At this time, I'd like to turn the conference over to Mr. Brian Nugent. Please go ahead, sir..

Thank you, Stephanie. Good afternoon, everyone, and thank you for joining us for today's conference call to discuss MaxLinear's fourth quarter 2014 financial results. Today's call is being hosted by Dr. Kishore Seendripu, CEO; and Adam Spice, CFO.

During the course of this conference call, we will make projections or other statements regarding future conditions or events relating to our products and business.

Among these statements, we will provide information relating to our current expectations for first quarter 2015 revenue, including expectations for revenue trends in our cable, terrestrial, satellite and other target markets; gross profit percentage and operating expenses, the potential impact of our pending acquisition of Entropic Communications and our current views regarding trends in our markets, including our current views of the potential for growth in our cable, terrestrial, satellite and infrastructure markets.

These statements are forward-looking statements within the meaning of Federal Securities Laws, and actual results may differ materially from results reflected in these forward-looking statements. We are subject to substantial risks and uncertainties that could adversely affect our future results.

Our business and future operating results could be adversely affected if our current target markets, including the terrestrial, cable, satellite and infrastructure markets, do not grow, or if we are not successful in expanding our target addressable markets through the introduction of new products.

In addition, substantial competition in our industry, potential declines in average selling prices, risks related to intellectual property protection and outstanding intellectual property litigation, integration risks associated with Physpeed, Entropic Communications and other acquisitions if any, and cyclicality in the semiconductor industry could adversely affect future operating results.

Risk factors that could affect the pending acquisition of Entropic includes the requirement for approval of MaxLinear and Entropic’s shareholders, regulatory approvals and other customary closing conditions.

A more detailed discussion of these risk factors and other factors you should consider in evaluating MaxLinear and its prospects is included under the caption Risk Factors in our filings with the Securities and Exchange Commission, in particular, our most recently filed 10-Q for the quarter ended September 30, 2014.

In addition, we expect to file soon our Form 10-K for fiscal 2014 which will contain additional discussion of risks affecting MaxLinear’s business, including risks related to the potential acquisition of Entropic.

These forward-looking statements are made as of today, and MaxLinear does not currently intend and has no obligation to update or revise any forward-looking statements. The fourth quarter 2014 earnings release is available on the company’s website at maxlinear.com.

In addition, MaxLinear reports gross profit, income and loss from operations and net income and loss, and basic and diluted net income and loss per share in accordance with GAAP and, additionally, on a non-GAAP basis.

Our non-GAAP presentations exclude the effect of stock-based compensation expense and its related tax effect, accruals under our equity settled performance-based bonus plan, expenses related to a prior patent litigation matter with Silicon Laboratories and our outstanding patent litigation with Cresta Tech, deferred merger proceeds, amortization of acquisition related intangibles and any non-recurring acquisition related expenses.

Management believes that this non-GAAP information is useful because it can enhance the understanding of the company's ongoing economic performance. And MaxLinear, therefore, uses non-GAAP reporting internally to evaluate and manage the company's operations.

MaxLinear has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the company internally analyzes its operating results. The full reconciliation of GAAP to non-GAAP financial data can be found in our earnings release issued earlier today.

The earnings release and reconciliation is available on our website, and we ask that you review them in conjunction with this call. And now, let me turn the call over to Kishore Seendripu, CEO of MaxLinear..

We demonstrated 1.6 Gigabits per second cable data gateways from ARRIS and Hitron using MaxLinear 32-channel full spectrum capture receivers. Several MSOs in North America have expressed interest in deploying 32-channel cable data gateway solutions in the latter half of 2015, well in advance of actual DOCSIS 3.1 rollout.

Along with Intel and ARRIS, we also demonstrated DOCSIS 3.1 functionalities using our 32-channel receiver solution at the SCTE Cable Show in Denver. We recently launched the world’s lowest power all CMOS DOCSIS 3.0 and DOCSIS 3.1 upstream programmable gain amplifiers or PGAs which expands our addressable cable gateway platform revenue.

We are noting preliminary indications of potential DOCSIS 3.0 ramp in China and Latin America. While it is still too early to predict with certainty such a ramp would be a new growth area due to increased addressable market size. We’re also seeing early signs of a trend towards separate boxes per video PVR and DOCSIS gateway in Europe.

This will increase the demand for multi-channel video front end in the next few years, until the longer term transition to all IP-based systems has taken all. Moving to the terrestrial and satellite TV markets.

Overall terrestrial and satellite revenues in the quarter decreased by 10%, primarily due to typical seasonality in hybrid TV and set top box businesses. Decrease in hybrid TV shipments are partially offset by an increase in satellite gateway revenues attributable to initial production phase ramp at two major operators in North America and Europe.

We also shipped pilot production qualities of our digital outdoor unit product to a major operator in North America. Based on current bookings and backlog coverage for satellite gateway and outdoor unit products, we are optimistic that our satellite revenue ramp will continue meaningfully in the first half of 2015.

In terrestrial applications, entering 2015 we are experiencing a strong recovery in the shipments of our ISDB-T broadcast, digital TV standard, tuner-demod SoC solutions addressing pay TV set top box markets in Latin America. We continue to expand for a strong position in hybrid TV gaining new design wins at major TV manufacturers.

Moving to our latest product cycle revenue growth drivers, namely satellite TV. Here are a few highlights from Q4 2014. In Q4, 2014 we launched the world’s first CMOS Ku-band microwave down conversion RFIC, the MxL80x family of devices.

These devices are the industry’s first family of dual polarity Ku-band down conversion RFICs, targeted at satellite digital channel stacking and band translation LNBs and universal quad and wide-band LNBs.

The Mxl-806 integrates a complete Ku-band down conversion functionality on a single chip, including costly image ejection filtering, crystal oscillator and phase-locked loop and bias voltage generator for external low-noise amplifiers (LNAs).

The unmatched level of integration and the lowest power consumption greatly simplifies the LNB Ku-band front-end design and eliminates the need for factory calibration and tuning. In January, we announced that Pro Brand international Inc.

or PBI has launched a new direct broadcast satellite outdoor units, leveraging the MaxLinear MxL801 dual-polarity Ku-band satellite down-conversion RFIC, and the MxL862 24-channel, Full-Spectrum Capture channel-stacking system on chip.

The MxL801 in combination of our MXL86x, digital channel stacking chip offers the lowest power and most integrated digital audio solution, for the single-feed satellite LNB markets enabling ultra-small form factor designs.

We commenced production shipments of initial ramp of the world's first digital audio products destined for a major operator in North America. We are also gathering design win momentum for a digital audio design at major operators in Europe and Latin America.

In conclusion, we are pleased to have delivered revenue of approximately $133 million in 2014, representing an annual growth of 11% driven by growth in cable revenues and a return to growth in terrestrial revenues.

Entering 2015, based on our bookings and backlog, we feel confident that our investments in satellite TV, consisting of full spectrum capture receivers for satellite gateways and digital outdoor units are poised to contribute meaningfully in 2015.

Most significantly, we are well on our path towards executing on a strategic objective of expanding into large infrastructure target addressable markets with the acquisition of Physpeed and our pending acquisition of Entropic Communications.

Combined with our organic initiative in wireless microwave backhaul and remote PHYs for cable fiber node infrastructure, our estimate for MaxLinear’s serviceable addressable market is approximately $3 billion in 2018. We will share more details of our progress in our infrastructure initiative as we head into 2015.

With that, let me turn the call over to Mr. Adam Spice, our Chief Financial Officer for a review of the financials and our forward guidance. .

Thank you, Kishore. I will first review our results and then briefly discuss our outlook. In summary, our Q4 revenue was $32.5 million at the midpoint of our prior guidance.

As Kishore noted, we experienced an unusual reversal of typical seasonal patterns, one in which cable grew 6%, off resumption of demand in higher channel count DOCSIS 3.0 modems and gateways, offset by 10% sequential declines in terrestrial shipments with most notable weakness from hybrid TV tuner shipments, partially offset by growth contributed from the continued early ramp for satellite solutions.

Now moving to the rest of the income statement. GAAP and non-GAAP gross margin for the fourth quarter were approximately 60.8% and 60.9% of revenue respectively versus our prior guidance of 60% for GAAP and non-GAAP gross margin.

This compares to GAAP and non-GAAP gross margin of 61.2% and 61.3% respectively in the third quarter of 2014 and GAAP and non-GAAP gross margin of 60.6% and 60.8% percent respectively in the year ago quarter.

Our Q4 GAAP operating expenses were $24.3 million which includes $3.9 million of stock-based compensation, $1.3 million of net professional fees related to Cresta Technology’s patent litigation, $1.1 million for an accrual related to performance based equity bonus plans for 2014, acquisition transaction related expenses, including professional fees, restricted merger proceeds and amortization of purchased intangible assets.

Consistent with 2013, payouts under our 2014 performance bonus plans are expected to be settled in shares of MaxLinear stock. Net of these items, OpEx was $17.5 million which was essentially slightly lower than our prior guidance of $17.7 million, $600,000 lower than in Q3 of 2014 and up approximately $600,000 from the year ago quarter.

Fourth quarter GAAP OpEx attributable to R&D was down approximately $300,000 quarter on quarter and flat year-over-year at $14.7 million, which included stock-based compensation of $2.5 million and $800,000 related to 2014 stock-based bonus plans as well as $139,000 and $45,000 of Physpeed deferred merger proceeds compensation and amortization of purchased intangible assets respectively.

Excluding these items, R&D was down approximately $1.2 million on a quarter-on-quarter basis to $11.2 million. Within this R&D spending, we experienced $1.4 million in lower tape-out activity, offset by $200,000 in higher payroll expenses.

Fourth quarter GAAP OpEx attributable to SG&A was up approximately $1.5 million quarter on quarter and up $2.6 million to $9.6 million from the year ago quarter which included $1.4 million in stock-based compensation, $300,000 in stock-based bonus plan accruals, $1.3 million in net professional fees related to Cresta Technology’s patent litigation and $200,000 of transaction related expenses for Physpeed and Entropic.

Excluding these items, SG&A was up $600,000 on a quarter-on-quarter basis to $6.4 million. Also included in our Q4 GAAP results was a $2.3 million one-time tax benefit arising from release of a portion of the valuation allowance against our deferred tax asset as a result of the Entropic acquisition.

At the end of the fourth quarter 2014, our headcount was 379 as compared to 372 at the end of the third quarter 2014 and 336 at the end of 2013.

We continue to add R&D headcount globally to staff growth initiatives and are able to derive operating leverage in R&D by appropriately balancing hiring across our R&D design centers in the US, India, China and Taiwan.

GAAP loss from operations was $1.5 million in Q4 compared to GAAP loss from operations of $3.2 million in the prior quarter and a loss of $2.7 million in Q4 of last year. GAAP loss from operations was $8.9 million for the full-year 2014 versus the GAAP loss from operations of $12.4 million for 2013.

GAAP net loss per share in the fourth quarter was $0.06 on basic shares outstanding of 37.5 million.

GAAP net loss per share included $3.9 million of stock-based compensation, $1.3 million in net professional fees related to Cresta Technology’s patent litigation, $1.1 million for an accrual related to performance based bonus plans for 2014 and acquisition related expenses, including professional fees, restricted merger proceeds and amortization of purchased intangible assets.

This compares to GAAP net loss per share of $0.09 in the prior quarter and net loss of $0.08 in Q4 of last year. Net of these items, our non-GAAP earnings per share in Q4 were $0.05 on fully diluted shares of 32.9 million compared to $0.04 per share in Q3 of 2014 and $0.06 per share in Q4 of last year.

For the full year 2014, GAAP loss per share was $0.19 and non-GAAP income per share was $0.34 compared to full-year 2013 GAAP loss per share of $0.37 and 2013 non-GAAP income per share of $0.34 on a fully diluted basis. Moving to the balance sheet and cash flow statement.

Our cash, cash equivalents and investments balance decreased $14.6 million at the end of the year from Q3 2014 to approximately $79.4 million, which is a decrease of $7 million as compared to $86.4 million in Q4 of last year.

Our cash consumed from operations in the fourth quarter 2014 was $5.8 million versus the $6.4 million generated in the third quarter of 2014 and the $2.8 million generated in the year ago quarter.

Our days sales outstanding for the fourth quarter was approximately 52 days, or 5 days less than in the previous quarter and approximately 11 days more than in the year ago quarter. As a reminder, we only recognize revenue on a sell-through basis and as such we are not subject to revenue fluctuations caused by changes in distributor inventory levels.

Our inventory turns were 5.1 in the fourth quarter compared to 5.2 in the third quarter and 5.1 in the year ago quarter. That leads me to our guidance. We expect revenue in the first quarter of 2015 to be in the range of $34 million to $35 million.

Built into this range, we expect cable revenues to increase 5% to 10% sequentially, terrestrial revenues, excluding satellite contribution to be approximately flat to down 5% and satellite to roughly double quarter on quarter off a relatively small base.

More specifically, within cable, we expect stronger contribution from cable HD DTA and media server applications to more than offset declines in basic cable set-top box applications.

Within terrestrial, we expect weakness in terrestrial set-top box, flatness in hybrid TV and contributions from both satellite gateway and digital outdoor unit as the early stages of the ramp of our satellite initiatives continue. We expect GAAP and non-GAAP gross profit percentage to be approximately 61% to 62% in the first quarter.

Our gross profit percentage forecast could vary plus or minus 2% depending on product mix and other factors, in particular the relative contribution of cable, terrestrial and satellite applications.

We continue to fund strategic development programs targeted at delivering attractive topline growth in 2015 and beyond with a particular focus on infrastructure initiatives and our goals of increasing the operating leverage of the business.

We expect Q1 2015 GAAP operating expenses to increase approximately $4.5 million relative to Q4 2014 quarter to around $28 million with the largest contributor to this growth coming from Entropic-related transaction expenses.

In addition to these transaction related expenses, we forecast seasonally normal step-ups in payroll related expenses which will also include the full quarter effect of our incremental Q4 hires in addition to increases in tape-out related expenses in the quarter related to some of our new infrastructure initiatives.

We similarly expect that Q1 2015 non-GAAP operating expenses will increase sequentially to approximately $18.5 million with increases driven by the previously referenced payroll related and infrastructure tape-out related spending activities.

In closing, we are pleased to report Q4 revenues which were in line with the midpoint your guidance and achieved another year of double-digit topline growth.

We’re also excited by the near and long-term potential for revenue growth represented by the early ramp now being evidenced for our multipronged initiatives in the satellite TV market and a meaningful addressable market expansion opportunities coming to fruition through a combination of organic development and announced strategic acquisition.

With that, I would like to now open the call to question.

Operator?.

[Operator Instructions] And we will go to our first question from Quinn Bolton with Needham & Company..

Hi guys. Nice job on the results. Adam or Kishore, just wanted to come to the satellite business, it sounds like you guys now have better visibility into the ramp of that business. And I think previously you talked about satellite revenues approximating $20 million plus or minus, maybe $5 million for 2015.

Now that you've got better visibility, is that still the right sort of ballpark for us to be thinking about in satellite revs in 2015? And a second question on satellite, you previously talked about trying to get to 10% of revenue either in Q2, Q3, is that still sort of on track? And then I've got a follow-up on the cable side of the business. .

Thanks, Quinn.

First to answer your question on the revenue expectations for 2015 with regards to satellite, we feel that we are rightly positioned it, somewhere between $15 million and $25 million and if you recall we always said that the lead time for our business in terms of orders the customers need to place is about 12 to 16 weeks and based on that visibility we feel that we are on track to achieve that 10% target if everything goes well and no unrelated delays anymore from operators based on the ramp we’re seeing in Q1, that we will meet that target of 10% that you speak about in Q2.

Of course, this depends that there are no unforeseen delays from the customer side but it is purely based on the backlog viewpoint. On the annual revenues for satellite, I think we have rightly positioned it, I think there is equal balance in terms of variance from the 20 in both direction but hopefully it goes into 20 then otherwise.

So we are for the first time feeling very positively disposed that finally the satellite ramp that was supposed to happen in Q4 is – the onset of it has started, in Q2 we would hit our target number of 10% of our revenues. .

And then just a question on the cable side, obviously you're seeing a sort of faster than expected, I think recovery in the high channel count modems here in Q4 and Q1. As you look forward, you talked about seeing a pretty good conversion up to the high channel modems over the balance of this year.

Do you think that that shift to the high channel modems might help you offset seasonality in typically Q4 or is it kind of too early to tell what seasonality may look like in calendar 2015 on the cable business?.

I think honestly, Quinn, I think it’s too early to tell what will happen in Q4. But you want to think about satellite as a product cycle driver, if the ramp, as I have spoken about is set in earnest, I think we will power right through that seasonality as a result of satellite revenues.

Going back to the high channel count, I think that it’s very interesting that in Q3 what fell off was the high channel count product orders but now all the major operators have decided to switch over, especially the big ones to switch over to 24-channel count, be it the Comcast end operators or the Liberty Global ones.

So we feel that by the end of the second half we would've crossed over safely into the higher channel count product and the 8-channel count is more in the rearview and less than a half of our shipments in cable data gateways.

So we feel that though we can only speak about cable for Q4 but we definitely feel that this time satellite will be in strong motion to overcome any cable imposed seasonal declines. .

And we’ll go now to Ross Seymore with Deutsche Bank..

Hi guys. Congrats on the solid quarter and guide. You guys have a lot of good things going on in the cable side, and obviously the satellite side, the answer to the previous question shows that you're confident in that ramp.

The roughly 30% of your business that's the non-satellite, terrestrial, can you just talk us through the puts and takes on what you think can grow in areas that might actually have any headwinds as we think about 2015 as a whole?.

Okay. I think that one of the biggest -- so let me gather my thoughts here. The real strong growth driver for us on the terrestrial markets will be that we’re seeing -- we will see overall terrestrial revenues for 2015 to grow, let’s assume it’s in the 5% range.

However the big growth will come through -- the growth will really be stronger growth in terrestrial set top boxes primarily driven by the ISDB-T tuner demodulator SoCs and also some DVB-T terrestrial tuner demod SoCs that we’ve got the major win at operators.

So these are all shipments into operator class products and not these digital analog converter set top boxes.

On the hybrid TV side, we do not expect that the revenue will grow substantially, even though we will be gaining market share, the ASP decrease will negate the increase in market share to roughly all the revenues flat, that’s our expectations basically .So all in all I think terrestrial, we hope to hold – we hope to increase our terrestrial revenues modestly primarily driven by stronger growth in terrestrial set top boxes for the pay TV market and flattish kind of revenue in hybrid television.

.

Perfect. I guess as my follow-up, one for Adam. Off of that $18.5 million base in OpEx in the first quarter, can you just walk us through, just directionally how you would envision OpEx relative to revenues? And I know things get a little bit wacky in the back half of the year, with Entropic hopefully closing.

So if you can just keep it to kind of the organic side for MaxLinear as of now. .

Sure.

Yes, so I think that it's very very dependent on kind of where we go from our Q1 18.5 we talked about is really dependent on the tape-outs and as you know we have a combination of kind of expensing RD tape-outs which is what we evidenced in Q4 of last year moving to tape-out number higher – sorry in Q3 and then this year we’re seeing – in Q1 we’re seeing again some expense tape-out activity again from our infrastructure initiatives into the new market, we expense those masks.

So I think we have one major other tape out in the year, now whether that hits in Q2 or Q3 that will be expensed is yet TBD. So there will be one quarter I suspect in 2015 that will be closer to $19 million of OpEx, I can't tell you where that’s going to be in Q2 or Q3 but that should be the high watermark.

And again this is all excluding anything from Entropic. But I think hopefully that gives you a flavour, I think that you know – 19-nish million I think is pegged in at the high end of where it will land, I can’t tell you whether it’s going to be Q2 or Q3 at this point..

And is that something when that tape out then is done, that the again, the organic side normalizes down to slightly below that or will there be other dynamics that will keep it in that $19 million range?.

No, I believe it will come. I think it's going to come down into the sub-$18 million range. So I think it will look a lot more like Q4 of 2014 than anything else. .

We will go now to Gary Mobley with Benchmark. .

Hi guys. Thanks for taking my question. There's a item listed in your cash flow statement, accrued price protection liability, and I think that's a major component of the cash burn in the quarter.

Can you talk about what that relates to? Is that relating to Cresta Tech litigation?.

No, actually Gary, that relates to – we have rebate programs that are put in place with our key OEM customers, largely through price masking to the contract manufacturers, to support multiple OEMs and what happened in Q4 was that we ended up having a catch up on the rebates owed to one of our largest customers in the quarter and as you kind of work back into – the reason why it was so high in Q4 was not only, was there kind of a backlog in getting those rebates reconciled with the customer and process but it was also coming off of the high watermark for 2014 which was in Q2.

So it was a combination of kind of the rebates from the highest quarter of the year getting pushed out a little bit, normally those rebates would have been processed more kind of balanced between Q3 and Q4, what happens is a lot of the rebates that would've been processed in Q3 got pushed and processed in Q4.

And that’s again a result of us getting to reconciliation with the customer to what the accurate rebate amounts were..

And just try to get a sense of the base for satellite revenue growth in 2015, did 2014 satellite revenue exceed $3.5 million?.

Sorry, I was just flipping to that. So I would say that it did not exceed that. If you want to think about satellite contribution in 2014 of being around $3 million, that’s the right neighbourhood. It was not in excess of $3.5 million. .

And just looking at your revenue mix, with cable up sequentially and representing the larger percentage of the total versus Q3, one would have expected maybe an uptick in the gross margin, and I know it's a minor difference, minor decline sequentially in the gross margin.

But can you speak about the place and takes there to the gross margin, was it a function of maybe some of the satellite product revenue being at lower gross margin? And as you look at 2015, with presumably the mix of terrestrial declining, how do you see the gross margin playing out for fiscal year ‘15. That's it for me thanks. .

Gary, I will take the near-term question on the margins, on sequentials and then I will push into Kishore to talk about the yearly color. But essentially we actually came in higher on gross margin in our guidance. We guided to 60% for Q4, we came in almost 61%.

And again that's purely a function of the fact that we had a better mix of cable in the Q4 period than we originally kind of envisioned when we gave our guidance, where we weren’t expecting minx to change much. So as we mentioned earlier we got some abnormal seasonality or lack of seasonality in the product mix influence.

So I think in general you can say when we have less terrestrial in the mix, actually skews our margins to be a little bit better. But I would not attribute any of the quarter-on-quarter margin decline to the satellite contribution.

It's really kind of wasn’t meaningful enough in the mix to really drive any kind of influence, the real drivers were kind of just the cable versus other terrestrial mix. And then Kishore, do you want to talk about –.

Yes. So Gary, look, I think when you look forward these are the takes that will be going into this whole analysis in gross margin, right? While terrestrial as a percentage of the overall mix will decrease as the revenue increases and we have the other compensating effect of higher channel count cable products shipping in more quantity.

So you’ve got a beneficial effect of the higher channel count products in a more advanced technology node of 40 nm and at the same time our satellite products all should be in 40 nm but really not getting the full benefit of really really our operations running down test time, yield improvements and so on and so forth.

So you're right, as terrestrial goes down in the mix and if satellite comes back and looks more like cable, you should see -- and then if you have our infrastructure products being blended to the mix over the longer-term you should see a gross margin upward bias but at this stage I would caution that we as a company would like to position the company as a 60 to 62 gross margin band based on the various variances in the near-term.

What I mean by the near term is the next one year or so. So until further change in the positioning I would not want to assume that is more margin than that basically. .

We go now to Anil Doradla with William Blair. .

So when I look at 2014 and kind of distil it down the story in very simple terms, I like to look at the issues and challenges that MaxLinear had was more service provider, M&A and consolidation related.

So I mean first of all, is that very simple assessment correct in your opinion when you look back at 2014 and as you look into 2015, if I look at from that point of view what has actually evolved or what has changed because we haven't seen any resolution on any kind of M&A activities or potential whatever breezes that were going on in CapEx, I mean could potentially further play out.

So would love to hear your thoughts upon that one and I had a follow-up on the cable..

Anil, it’s an excellent question. I think you’re absolutely right.

If you look at 2014, this has been the biggest challenge for MaxLinear that every year we have posted solid revenue growth but we’ve had these quarters where we get really knocked by these service provider hiccups if you will and last year was especially more difficult because right in the middle of a very strong ramp, we had this all acquisition activity and things got really delayed and what was supposed to be a better year sort of got little bit on the sideways.

However if you look forward to 2015 you’re absolutely right. So far nothing has changed on the resolution of that but one thing has changed, the same operators are ordering on a cautious basis, they have decided to go to full 16-24 channel and even 32 channel products.

That’s helping the revenue mix beside the inventory being down during the Q3 Q4 timeframe.

So those are the two activities that are really helping us, it’s not so much that the uncertainty of the acquisition, merger and acquisition situation, be the Comcast, Time Warner, it’s completely to do with the fact that the products are transitioning to the higher channel count and the inventory or build has now dissipated away and we are back to normal course of business in the reduced, more what I call moderated scope of demand forecast from the OEMs or reflecting the operator sentiments.

You’re actually right on that point. .

And as a follow up Kishore, or Adam, when I look at the unintended consequence obviously of this transition of today's work, it appears that the 16-channel seems to have -- is of less interest and operators want to go from 8 to 24 channels.

Again how are you looking at that, I mean on the competitive landscape for 24, so can you remind us how much of the leadership do you have on 24-channel?.

So Anil, this is actually fantastic for us that, the switch is happening 24 channel, we’re always hoping that by what we have done strategically in the marketing side, will have actually switched over the market 24 channel and actually skip 16-channel, actually we’re quite surprised how well that’s turning out for us and if you recall we’re the only one along with the Intel platform that can -- that is actually supporting in two chips, basically our front end full integrated chip with 24 channels, and the Intel 6 platform being able to handle the data throughput that represents very very effectively.

So I would like to say that be it in North America or in Europe, more so in Europe because there, there were market share gains we had, I think we feel very positive that that strategy has evolved and the share gains are happening, though the share gains will show up a little bit later in the second half of the year because you have the European assets in the Liberty Global switching over to 24 channel products, so actually we’re quite excited but we’re being cautious on this front.

Actually that was a great move on the parts. Now here to the kicker here.

There are some operators who are saying we don't want to wait for the entire DOCSIS will rollout, that will go out with the 32 channel rollouts, in the second half of the year, now if for some reason 3.1 were to be delayed we would really benefit even more because that – because of the 32 cannel move, I think one of the things the company does very carefully regarding cable is like, these are solid high quality markets, we want to make sure that we got all fronts covered, we want to make sure that they’ve got a comprehensive product portfolio, that’s always best in class and invest towards that and that’s what is helping us to ensure that we don’t lose market shares in the way things are playing out.

.

And I would add one thing to that. Kishore talks about the product portfolios. The one thing that is also a benefit as new 24 channel platforms are developed we get the opportunity to include our PGA that Kishore mentioned earlier and we aggregate more [bam] as a result of that.

So actually all of this incremental 24 channel platform activity is very good, not only for the reasons Kishore mentioned, also because we have this again opportunity to bolt on our market-leading, or from a technology perspective PGA out to our platform..

So to keep it simple, today MaxLinear is the only 24 channel semiconductor vendor shipping, is that fair to say?.

That’s absolutely fair. There is a competitive offering with the 16-channel device and an 8-channel device in the front but that has been to their disadvantage or detriment in terms of market share process. .

We’ll now go to Tore Svanberg with Stifel. .

Thank you.

Two questions, first of all, you’re expecting satellite to double sequentially, would that be coming from both outdoor units and the gateways or primarily gateways at this time?.

It is going to come from a mix, but primarily the gateways and there is a two thirds, one third story, one third being coming from the pilot launches of outdoor unit and slightly more than two thirds coming from the gateway product and like we’ve always said gateway is on the lead in terms of time of RAM, or ODU is about two quarters off it from there and that's what’s happening.

So if you just look at from a different perspective that, the midpoint of the year in 2015 in satellite what would the mix look like? I would say the mix would substantially look about two thirds of 70% being gateways and the remaining being outdoor units.

But that’s an interesting transition point because at that point even the ODUs start taking off and that ramp would determine whether way VR – to answer Quinn’s question, which side of the equation we are on the $20 million of revenue at the center point, whether we are slightly closer to that on the downside or we’re closer to that on the upside. .

And on the cable side, it sounds like you've set out much better visibility on the multichannel for the whole year. But obviously you have a cable set top box business that's declining as well.

So when we look at those two combined or the overall cable business, would multichannel now be starting to look much better, is there a chance we could potentially know your cable business 10% this year?.

At this stage because one of the things that need resolution like that is asked by Anil, is basically the merger situation, barring lack of clarity on that, it’s hard to count the units properly.

So while we feel good with what's happening, that's good but actually as Adam mentioned we expect cable video to grow, video server and gateway product revenues to grow this year and also we expect – the video side of the business in general with its basic set top box, PVR or DTAs to be approximately flat but we expect our video server gateway business is going to grow pretty nicely this year, that’s the expectation.

So no, the video business is not decreasing, it’s going to grow, the question remains how much more – how much will cable data grow once we have resolution with the primary customers for cable data namely Comcast, Time Warner and Liberty Global end markets.

Yes, it's possible but it's early for us to have, we will see good growth, it's a question of the second half, we have to wait and watch..

I think to add little more color to that Tore, I think if you look at -- within the cable the basic set up box and the cable HD DTAs those tend to be fairly volatile and you can see a lot of – it’s very difficult to predict how the operators are going to be ordering those boxes, particularly on the DTA side of things.

So I would say we did mention weakness, sequential weakness on the basic set up box but we see that right now as a one quarter issue. We see that kind of reversing back we get through Q1. So I wouldn’t think of basic set top box as being a continual decline, it’s really kind of a Q1 phenomenon, is the way that we look at market right now..

Sounds good. And Kishore, you mentioned China and Latin America potentially moving more towards multichannel or DOCSIS 3.0 type deployments.

Is that something that can be an opportunity for you already this year, or are you talking more ‘16 beyond?.

Actually obviously we would not speak that, if we didn’t have initial PU or quantity sort of order forecast in terms of customers in Latin America or OEMs that should be in Latin America and China.

So actually this is based evidence, it remains to be seen what is the uptick and what really goes but I just want to caution you that it is not for 16 and 24 channel as expected, these will gravitate toward the lower channel count, 8 channel devices that are cheaper, yes, we make the statement based on evidence.

So you can imagine if that were to really happen the entire market size for cable actually would double and this would have a long legs of growth and which is what we say will happen but we’re generally very careful when it comes to China or Latin America or India to really make a predictive call on what it looks like until the ramp is only strongly and consistently set in..

Very good; just one last question. I know you obviously don't want to increase your gross margin target, but given what's happening to mix this year, I mean it's fairly safe to say that you're still – you stay well within that band of 60% to 62%.

I know in the past sometimes with threshold being high percentage of the revenue, maybe you could dip below 60%, but then again what's happening to mix this year, it's fair to say that you'll stay well within that band?.

I think we will stay within the band. We got a little bit of challenges here because on satellite we need the work to do on our operations side. I am very confident that we will do that, even with that risk on the horizon, we feel within the band of 60% to 62%, we will stay there.

Now when we hit Q4 this year, base now that whole thing plays out, which I have no doubt why it won’t play out the way we would like it to, I would really be happy to guide you out for 2016 in gross margin but for now I would not because in Q4 we also will have visibility of our infrastructure revenues coming into play and so that it would have an upward bias.

So the overall goal of the company is also to move the gross margin up right, that’s the reason they are going up it is high quality market, as long as we have this consumer exposure, the initial ramp, yield and COGS sort of improvement that our operations has to put in place, we're just being cautious. .

And we’ll now go to Alex Gauna with JMP Securities. .

Thanks very much. Kishore, you've gone over a number of times the sort of caveats in terms of what the MSOs carriers decide to do or not do, but it looks like you've turned the corner here, things are getting better, but you're also saying that there are still some M&A headwind uncertainties.

Is some of the better momentum happening outside the bigger M&A stories out there or is it something we can start to think that, a thaw is already starting to be under way out there?.

I think it’s everything you have mentioned, I hate to say that way. But I will tell you one – the cable first half benefits are all related to resumption in ordering patterns, though I would say at subdued level, from the same operators that are going through some M&A stalemates.

So on the other hand, we have some confirmation, not some, I think we’ve got strong confirmation that we are running the table on the 24 channel opportunities in Europe and North America, we have not yet put a full bound on how much that helps us on the revenue forecast and that sort I was referring to the – it’s difficult to count the units, extra units we have won this year, for the second half of the year.

So there you go. I think there is momentum outside of these M&A guys and there is momentum within the M&A guys primarily due to the 16 and 24 channel transition.

Coming to the satellite part of it, we have reduced our expectation on the ramp based on the fact that the customers delayed their ramp and pending some clarification and M&A situation, I think that in the European front, the major operators in Europe, I think the M&A front has – the clarity is nicely developing -- and anything good happens beyond that would be an upward bias on the satellite revenues and it’d primarily come from how things play out on the soccer rights negotiation in Europe where those things have gotten delayed from April to I think end of May.

So I think that by the end of the first half, if anything there is more upward bias than downward bias from the way we are positioned today.

So yes, we are feeling pretty positive, you can sense it in our tone on how we did the script but the caution comes from the fact that how many times have we got burned, because operators, I mean oh gosh, I mean the way it’s been happening sometimes in Q3, Q4. So it’s just a habitual thing though to be cautious. .

Fair enough. I got you. And also I know we're just coming off of the conference call with Entropic, but I'm curious.

Have you had any dialogues with customers maybe even Intel, around their move on land tick [ph] and what these most recent moves might mean in terms of how your customer base is looking at it, and how your engineering teams will be going after opportunities?.

Generally by regulatory requirements we are not supposed to talk to customers about how things will play out and everything.

Obviously we are allowed to take a compliment from customers that we will be – we will have more scale, more offering but expanded footprint, when the acquisitions were to happen and also with respect to Intel, some of it is confidential engagement but you can imagine that they are pretty excited by their broad capabilities and broadband now with Melbourne and XTSL, and cable in DSL and cable and they are looking for partners in the mixing signal footprint are front end.

And we’re pretty that all the assets on the various partnerships, Speed, Entropic or MaxLinear, they are all in one place and they are not going to be scattered and so generally a good customers and partners. .

And Adam, one quick question to clarify what you said about OpEx.

I believe you said $4.5 million in addition, additional costs in Q1, and that is the entirety of the merit increases, plus what you envisioned for closing costs for Entropic, is that correct?.

Yes, that was – that you are talking on a GAAP basis.

So the GAAP was going up by how much – a significant portion obviously is the Entropic related transaction expenses and we don’t expect to deal the close in Q1, so it will be more of those types of expenses in Q2 but yes it's really the transaction related expenses and the seasonal step-ups, and payroll and so forth.

The one good news is we’ve gotten through the ITC hearing on Cresta Tech litigation matter. And so those expenses will step down significantly in the quarter relative to what they have been in the past. I think hopefully we got [indiscernible]. End of Q&A.

And there are no further questions at this time. I’d like to turn the call back over to Kishore Seendripu for any closing remarks. .

Thank you operator. As a reminder, we will be participating the Stifel Nicolaus Technology and Internet Conference tomorrow on February 10 in San Francisco and the JMP Securities Technology Research Conference on March 2 through the March 3rd in San Francisco.

As is also we will be participating the 27the Annual Roth Conference in Orange County March 8 through 11. We hope to see many of you there. We thank you all for joining us today and we look forward to reporting on our progress during the next quarter. .

This concludes our conference. Thank you for your participation..