NETGEAR INC
For the period ended Mar 30, 2025. Filed May 2, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 30, 2025 · Filed May 2, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. The Company and Basis of Presentation
NETGEAR, Inc. (“NETGEAR” or the “Company”) was incorporated in Delaware in January 1996. The Company is a global leader in innovative and advanced networking technologies for businesses, homes, and service providers. The Company delivers a wide range of intelligent solutions designed to unleash the full potential of connectivity. Its highly differentiated connected solutions range from switching and wireless products to augment business networks and audio and video (“AV”) over Ethernet for Pro AV applications to the good, better, and best WiFi solutions, security and support services to protect and enhance business and home networks. Additionally, the Company continually invests in research and development to create new technologies and services and to capitalize on technological inflection points and trends, such as audio and video over Ethernet, multi-Gigabit internet service to homes, WiFi 7, eSIM and future technologies. Its product line helps to create and extend wired and wireless networks as well as devices that attach to the network, such as services that complement and enhance its product line offerings. These products are available in multiple configurations to address the changing needs of our customers in each geographic region.
The Company sells networking products through multiple sales channels worldwide, including traditional retailers, online retailers, wholesale distributors, direct market resellers (“DMRs”), value-added resellers (“VARs”), broadband service providers and its direct online store atwww.netgear.com.
The accompanying unaudited condensed consolidated financial statements include the accounts of NETGEAR, Inc. and its wholly owned subsidiaries. They have been prepared in accordance with established guidelines for interim financial reporting and the instructions of Form 10-Q and Article 10 of Regulation S-X. All significant intercompany balances and transactions have been eliminated in consolidation. The balance sheet dated December 31, 2024, has been derived from audited financial statements at such date. These unaudited condensed consolidated financial statements do not include all of the information and footnotes typically found in the audited consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K. In the opinion of management, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments considered necessary to fairly state the Company's financial position, results of operations, comprehensive income (loss), stockholder's equity and cash flows for the periods indicated. These unaudited condensed consolidated financial statements should be read in conjunction with the notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”).
The Company's fiscal year begins on January 1 of the year stated and ends on December 31 of the same year. The Company reports its results on a fiscal quarter basis rather than on a calendar quarter basis. Under the fiscal quarter basis, each of the first three fiscal quarters ends on the Sunday closest to the calendar quarter end, with the fourth quarter ending on December 31.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) the reported amounts of net revenue and expenses during the reported period. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ materially from those estimates and operating results for the three months ended March 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any future period.
Segments
As previously announced, in the first fiscal quarter of 2025, the Company realigned its business structure by separating the Connected Home segment into two distinct reportable segments: Home Networking and Mobile. This realignment is intended to further strengthen the Company's operational and financial management and enable further focus on growth opportunities while maintaining financial discipline. Effective January 1, 2025, the Company operates and reports in three segments: NETGEAR for Business, Home Networking, and Mobile. The prior-year segment financial information has been recast to conform to the current-year presentation. None of the changes impacted previously reported consolidated net revenue, income (loss) from operations, net income (loss) per share, total assets, or stockholders’ equity. In addition, as the goodwill balance waszero for the Connected Home segment before the segment realignment, no goodwill has been allocated to Home Networking and Mobile segments and the entire goodwill balance of $36.3 million remained in the NETGEAR for Business segment. Refer to Note 11, Segment Information for additional information.
Note 2. Summary of Signif icant Accounting Policies
No material changes have been made to the Company’s significant accounting policies disclosed in Note 1, The Company and Summary of Significant Accounting Policies, in Part II, Item 8 “Financial Statements and Supplementary Data” in its Annual Report.
Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company for the year ended December 31, 2024 and early adoption is permitted. The Company adopted the new standard effective December 31, 2024 on a retrospective basis. The adoption did not have any impact on the Company’s financial position, results of operations or cash flows. Refer to Note 11, Segment Information, for details.
Accounting Pronouncements Not Yet Effective
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which enhances annual income tax disclosures. ASU 2023-09 requires the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 is effective for the Company for the annual reporting period of the year ending December 31, 2025 and early adoption is permitted. The guidance allows for adoption using either a prospective or retrospective transition method. The Company is evaluating the impact that the updated standard will have on its financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which expands the disclosure requirements for specific costs and expenses. ASU 2024-03 is effective for the Company for the year ending December 31, 2027 and early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect that the guidance will have material impacts on its financial position, results of operations or cash flows. The Company is evaluating the impact that the updated standard will have on its financial statement disclosures.
With the exception of the new standards discussed above, there have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations and cash flows.
Note 3. Revenue
Revenue from contracts with customers is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Transaction Price Allocated to the Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities, in-transit orders with destination terms, and non-cancellable backlog. Non-cancellable backlog includes goods for which customer purchase orders have been accepted, that are scheduled or in the process of being scheduled for shipment, and that are not yet invoiced.
The following table summarizes estimated revenue expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of March 30, 2025:
| (In thousands) | Less than 1 year | 1 to 2 years | Beyond 2 years | Total |
|---|---|---|---|---|
| Performance obligations | $63,662 | $2,916 | $2,120 | $68,698 |
Contract Balances
The Company records accounts receivable when it has an unconditional right to consideration. Contract liabilities are recorded when cash payments are received or due in advance of performance. Contract liabilities consist of advance payments and deferred revenue, where the Company has unsatisfied performance obligations. Contract liabilities are mainly classified as Deferred revenue on the unaudited condensed consolidated balance sheets.
Payment terms vary by customer. The time between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer.
The following table reflects the contract balances:
| (In thousands) | Balance Sheet Location | March 30, 2025 | December 31, 2024 |
|---|---|---|---|
| Accounts receivable, net | Accounts receivable, net | $142,706 | $156,210 |
| Contract liabilities – current | Deferred revenue | $30,236 | $30,261 |
| Contract liabilities – non-current | Other non-current liabilities | $4,962 | $5,101 |
The difference in the balances of the Company’s contract assets and liabilities as of March 30, 2025 and December 31, 2024, primarily results from the timing difference between the Company's performance and the customer's payment.
During the three months ended March 30, 2025, $12.1 million of revenue was deferred primarily due to unsatisfied performance obligations for service contracts, $12.2 million of revenue was recognized for the satisfaction of performance obligations and $10.8 million of this recognized revenue was included in the contract liability balance at the beginning of the period.
There were no significant changes in estimates during the period that would affect the contract balances.
Disaggregation of Revenue
In the following tables, net revenue is disaggregated by geographic region and sales channel. The Company conducts business across three geographic regions: Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific (“APAC”). The tables also include reconciliations of the disaggregated revenue by reportable segment. As disclosed above, effective January 1, 2025, the Company operates and reports inthree segments: NETGEAR for Business, Home Networking and Mobile. The prior-year segment financial information has been recast to conform to the current-year presentation. Sales and usage-based taxes are excluded from net revenue.
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 30, 2025 | March 31, 2024 | |||||||
| (In thousands) | NETGEAR for Business | Home Networking | Mobile | Total | NETGEAR for Business | Home Networking | Mobile | Total |
| Geographic regions (1): | ||||||||
| Americas | $40,481 | $52,539 | $14,741 | $107,761 | $31,933 | $55,731 | $22,264 | $109,928 |
| EMEA | 24,339 | 5,182 | 2,608 | 32,129 | 23,177 | 5,035 | 2,975 | 31,187 |
| APAC | 14,371 | 3,666 | 4,133 | 22,170 | 13,513 | 6,458 | 3,500 | 23,471 |
| Total | $79,191 | $61,387 | $21,482 | $162,060 | $68,623 | $67,224 | $28,739 | $164,586 |
| Sales channels: | ||||||||
| Service provider | $270 | $719 | $16,951 | $17,940 | $243 | $4,615 | $22,938 | $27,796 |
| Non-service provider | 78,921 | 60,668 | 4,531 | 144,120 | 68,380 | 62,609 | 5,801 | 136,790 |
| Total | $79,191 | $61,387 | $21,482 | $162,060 | $68,623 | $67,224 | $28,739 | $164,586 |
(1) No individual foreign country represented more than 10% of the Company’s total net revenue in the periods presented.
Note 4. Balance Sheet Components
Available-for-sale investments
Amortized cost and estimated fair market value of investments classified as available-for-sale, excluding cash equivalents, as of March 30, 2025 and December 31, 2024, were as follows:
| (In thousands) | Amortized Cost | UnrealizedGains | UnrealizedLosses | EstimatedFair Value |
|---|---|---|---|---|
| U.S. treasury securities | $119,433 | $93 | $— | $119,526 |
| Total | $119,433 | $93 | $— | $119,526 |
| (In thousands) | Amortized Cost | UnrealizedGains | UnrealizedLosses | EstimatedFair Value |
|---|---|---|---|---|
| U.S. treasury securities | $119,199 | $171 | $— | $119,370 |
| Total | $119,199 | $171 | $— | $119,370 |
The contractual maturities on the U.S. treasury securities as of March 30, 2025 are all due within one year. Accrued interest receivable as of March 30, 2025 was $1.3 million and was recorded within Prepaid expenses and other current assets on the unaudited condensed consolidated balance sheet.
There wereno investments classified as available-for-sale in a continuous unrealized loss position for which an allowance for credit losses was not recorded as of March 30, 2025 and December 31, 2024.
In the three months ended March 30, 2025 and March 31, 2024, no unrealized losses on available-for-sale securities were recognized in income. The Company does not intend to sell, and it is unlikely that it will be required to sell the investments in an unrealized loss position prior to their anticipated recovery. There wereno other-than-temporary impairments for these securities during the three months ended March 30, 2025 and March 31, 2024. Refer to Note 12, Fair Value Measurements, for detailed disclosures regarding fair value measurements.
Inventories
| (In thousands) | March 30, 2025 | December 31, 2024 |
|---|---|---|
| Raw materials | $17,437 | $13,439 |
| Finished goods | 140,461 | 149,100 |
| Total | $157,898 | $162,539 |
The Company records provisions for excess and obsolete inventory based on assumptions about future demand and market conditions and the amounts incurred were $1.4 million and $1.1 million for thethree months ended March 30, 2025 and March 31, 2024, respectively. While management believes the estimates and assumptions underlying its current forecasts are reasonable, there is a risk that additional charges may be necessary if current forecasts are greater than actual demand.
Property and equipment, net
| (In thousands) | March 30, 2025 | December 31, 2024 |
|---|---|---|
| Machinery and equipment | $54,700 | $54,355 |
| Furniture, fixtures, and leasehold improvements | 20,585 | 20,028 |
| Software | 24,737 | 24,610 |
| Computer equipment | 5,393 | 5,384 |
| Total property and equipment, gross | 105,415 | 104,377 |
| Accumulated depreciation | (94,113) | (93,089) |
| Total | $11,302 | $11,288 |
Other non-current assets
| (In thousands) | March 30, 2025 | December 31, 2024 |
|---|---|---|
| Non-current deferred income taxes | $2,503 | $2,332 |
| Long-term investments | 8,478 | 8,381 |
| Restricted cash | 2,112 | 2,107 |
| Other | 3,960 | 3,767 |
| Total | $17,053 | $16,587 |
Long-term equity investments
The Company’s long-term investments are primarily comprised of equity investments without readily determinable fair values and investments in limited partnership funds. The carrying value of the equity investments without readily determinable fair values was $6.1 million as of March 30, 2025 and March 31, 2024, respectively. For such equity investments without readily determinable fair value still held at March 30, 2025, there wereno cumulative downward adjustments for price changes or impairment, and the cumulative upward adjustments for price changes was $0.3 million. Investments in limited partnership funds amountedto$2.4 million as of March 30, 2025, $2.2 million as of March 31, 2024, $2.3 million as of December 31, 2024, and $2.3 million as of December 31, 2023, respectively.
Other accrued liabilities
| (In thousands) | March 30, 2025 | December 31, 2024 |
|---|---|---|
| Current operating lease liabilities | $10,288 | $10,837 |
| Sales and marketing | 50,060 | 59,129 |
| Warranty obligations | 5,307 | 5,192 |
| Sales returns(1) | 27,100 | 31,711 |
| Freight and duty | 4,112 | 4,979 |
| Other | 31,158 | 36,230 |
| Total | $128,025 | $148,078 |
(1)
Inventory expected to be received from future sales returns amounted to $12.8 millionand $15.1 million as of March 30, 2025 and December 31, 2024, respectively. Provisions to write down expected returned inventory to net realizable value amountedto $8.6 million and $9.0 million as of March 30, 2025 and December 31, 2024, respectively.
Note 5. Derivative Financial Instruments
The Company’s subsidiaries have material future cash flows related to revenue and expenses denominated in currencies other than the U.S. dollar, the Company’s functional currency worldwide. The Company executes currency forward contracts that typically mature in less thansix months to mitigate its currency risk, in currencies including Australian dollars, British pounds, euros, Canadian dollars, and Japanese yen. The Company does not enter into derivatives transactions for trading or speculative purposes. The Company’s foreign currency forward contracts do not contain any credit-risk-related contingent features. The Company enters into derivative contracts with high-quality financial institutions and limits the amount of credit exposure to any individual counterparty.
The Company typically executesten cash flow hedges per quarter with maturities undersix months and with an average USD notional amount of approximately $5.0 million that are designated as cash flow hedges.
The Company enters into non-designated hedges that are generally expected to offset the changes in value of its net non-functional currency asset and liability position resulting from foreign exchange rate fluctuations. The Company adjusts its non-designated hedges monthly and typically executes aboutten non-designated forwards per quarter with maturities less than three months and an average USD notional amount of approximately $2.9 million.
Fair Value of Derivative Instruments
The fair values of the Company’s derivative instruments and the line items on the unaudited condensed consolidated balance sheets to which they were recorded were summarized as follows:
| Balance Sheet | Balance Sheet | |||||
|---|---|---|---|---|---|---|
| (In thousands) | Location | March 30,2025 | December 31,2024 | Location | March 30,2025 | December 31,2024 |
| Derivatives not designated as hedging instruments | Prepaid expenses and other current assets | $345 | $979 | Other accrued liabilities | $1,410 | $254 |
| Derivatives designated as hedging instruments | Prepaid expenses and other current assets | — | 74 | Other accrued liabilities | 142 | 19 |
| Total | $345 | $1,053 | $1,552 | $273 | ||
Refer to Note 12, Fair Value Measurements for detailed disclosures regarding fair value measurements. Refer to Note 9, Stockholders’ Equity, for details on the accumulated other comprehensive income (loss) activity related to derivatives and refer to Note 11, Segment Information, for details on gain/(loss), net pertaining to derivatives not designated as hedging instruments that were recognized in Other income (expenses), net.
Note 6. Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. Potentially dilutive common shares include common shares issuable upon exercise of stock options, vesting of Restricted Stock Units (“RSUs”) and performance shares, and issuances of shares under the Employee Stock Purchase Plan (the “ESPP”), which are reflected in diluted net income (loss) per share by application of the treasury stock method. Potentially dilutive common shares are excluded from the computation of diluted net income (loss) per share when their effect is anti-dilutive.
Net income (loss) per share consisted of the following:
| Three Months Ended | ||
|---|---|---|
| (In thousands, except per share data) | March 30, 2025 | March 31, 2024 |
| Numerator: | ||
| Net loss | $(6,034) | $(18,650) |
| Denominator: | ||
| Weighted average common shares – basic | 28,717 | 29,395 |
| Weighted average common shares – dilutive | 28,717 | 29,395 |
| Basic net loss per share | $(0.21) | $(0.63) |
| Diluted net loss per share | $(0.21) | $(0.63) |
| Anti-dilutive employee stock-based awards, excluded | 258 | 2,085 |
Note 7. Income Taxes
The income tax provision for the three months ended March 30, 2025 was $1.4 million, or an effective tax rate of (30.4)%. The income tax benefit for the three months ended March 31, 2024 was $0.1 million, or an effective tax rate of 0.8%. The changes in taxes for the three months ended March 30, 2025, compared to the prior year period, was primarily due to lower foreign profits in the period ended March 31, 2024, combined with foreign reserve releases resulting from audits effectively settled in the period ended March 31, 2024.
The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. The future foreign tax rate could be affected by changes in the composition in earnings in countries with tax rates differing from the U.S. federal rate. The Company is under examination in various U.S. and foreign jurisdictions.
The Company files income tax returns in the U.S. federal jurisdiction as well as various state, local, and foreign jurisdictions. Due to the uncertain nature of ongoing tax audits, the Company has recorded its liability for uncertain tax positions as part of its long-term liability as payments cannot be anticipated over the next twelve months. The existing tax positions of the Company continue to generate an increase in the liability for uncertain tax positions. The liability for uncertain tax positions may be reduced for liabilities that are settled with taxing authorities or on which the statute of limitations could expire without assessment from tax authorities. The possible reduction in liabilities for uncertain tax positions in multiple jurisdictions in the next twelve months is approximately $1.4 million excluding the interest, penalties and the effect of any related deferred tax assets or liabilities. The Company is currently under examination in various U.S. and foreign jurisdictions.
The Company accounts for income taxes under an asset and liability approach. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences resulting from different treatment for tax versus accounting for certain items, such as accruals and allowances not currently deductible for tax purposes. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheets. The Company must then assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. The Company’s assessment considers the recognition of deferred tax assets on a jurisdictional basis. Accordingly, in assessing its future taxable income on a jurisdictional basis, the Company considers the effect of its transfer pricing policies on that income. As of the period ended October 1, 2023, the Company determined that recovery of its U.S. federal and state deferred tax assets was no longer more likely than not and established a full valuation allowance on those net assets, based on evaluation of all available evidence, including actual and anticipated business results. Accordingly, the balance sheet net deferred tax assets from the U.S. federal and state jurisdictions reported in “Other Non-current Assets” were reduced after the effect of establishing the valuation allowance.
The Company evaluated the current results as of the period ended March 30, 2025, coupled with the expectations for the remainder of the year, and determined that it continues to not be more likely than not that the deferred tax assets would be realized, and accordingly, has recorded no benefit for the forecasted tax loss for the three months ended March 30, 2025.
Note 8. Commitments and Contingencies
Purchase Obligations
The Company has entered into various inventory-related purchase agreements with suppliers. Generally, under these agreements,50% of orders are cancelable by giving notice 46 to 60 days prior to the expected shipment date and 25% of orders are cancelable by giving notice 31 to 45 days prior to the expected shipment date. As of March 30, 2025, the Company had approximately$51.3 million, as compared to $57.4 million as of December 31, 2024, in short-term non-cancelable purchase commitments with suppliers or where the suppliers had procured unique materials and components upon receipts of the Company’s purchase orders. Due to an elongation of the time from order placement to production that occurred several years ago, the Company issued purchase orders to supply chain partners beyond contractual termination periods. As of March 30, 2025, $239.8 million of purchase orders beyond contractual termination periods remained outstanding. Consequently, the Company may incur expenses formaterials and components, such as chipsets purchased by the supplier to fulfill the purchase order if the purchase order is cancelled. Expenses incurred in respect of cancelled purchase orders have historically not been significant relative to the original order value. For those orders not governed by master purchase agreements, the commitments are governed by the commercial terms on the Company’s purchase orders subject to acknowledgment from its suppliers. The Company establishes a loss liability for all products it does not expect to sell or orders it anticipates canceling for which it has committed purchases from suppliers. Such loss liability is included in Other accrued liabilities on the Company’s unaudited condensed consolidated balance sheets. Losses incurred in relation to purchase commitments, including unique materials and components, amounted to $53,000 and $1.1 million for thethree months ended March 30, 2025 and March 31, 2024, respectively.
Non-Trade Commitments
As of March 30, 2025, the Company had non-cancellable purchase commitments of $11.3 million pertaining to non-trade activities.
Warranty Obligations
Changes in the Company’s warranty obligations, which is included in Other accrued liabilities on the unaudited condensed consolidated balance sheets, were as follows:
| Three Months Ended | ||
|---|---|---|
| (In thousands) | March 30, 2025 | March 31, 2024 |
| Balance as of beginning of the period | $5,192 | $5,738 |
| Provision for warranty liability made | 1,254 | 608 |
| Settlements made | (1,139) | (1,259) |
| Balance as of the end of the period | $5,307 | $5,087 |
Leases
As of March 30, 2025, the Company entered into an office lease that has not yet commenced with short-term and long-term future lease payments of $1.7 million and $41.2 million, respectively, that are not yet recorded on the unaudited consolidated balance sheets. This lease will commence in late 2025 with anon-cancelable lease term of 11 years.
Litigation and Other Legal Matters
The Company is involved in disputes, litigation, and other legal actions, including, but not limited to, the matters described below. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. In such cases, the Company accrues for the amount, or if a range, the Company accrues the low end of the range, only if there is not a better estimate than any other amount within the range, as a component of legal expense within litigation reserves, net. The Company monitors developments in these legal matters that could affect the estimate the Company had previously accrued. In relation to such matters, the Company currently believes that there are no existing claims or proceedings that are likely to have a material adverse effect on its financial position within the next twelve months, or the outcome of these matters is currently not determinable. There are many uncertainties associated with any litigation, and these actions or other third-party claims against the Company may cause the Company to incur costly litigation and/or substantial settlement charges. In addition, the resolution of any intellectual property litigation may require the Company to make royalty payments, which could have an adverse effect in future periods. If any of those events were to occur, the Company’s business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from the Company’s estimates, which could result in the need to adjust the liability and record additional expenses.
The Company does not believe that it will incur a material loss for any of its pending litigation matters at this time, and consequently has not established any material loss provisions.
Note 9. Stock holders’ Equity
Stock Repurchases
From time to time, the Company’s Board of Directors has authorized programs under which the Company may repurchase shares of its common stock, depending on market conditions, in the open market or through privately negotiated transactions. Under the authorizations, the timing and actual number of shares subject to repurchase are at the discretion of management and are contingent on a number of factors, such as levels of cash generation from operations, cash requirements for acquisitions and the price of the Company’s common stock. During the three months ended March 30, 2025 and March 31, 2024, the Company repurchased, retired and reported, based on trade date, approximately 0.3 million and 0.8 million shares of common stock, at a cost of approxim ately $7.5 million and $11.4 million, respectively. As of March 30, 2025, approximately 3.1 million shares remained authorized for repurchase under the repurchase program.
The Company repurchased and reported, based on trade date, approximately 186,000 shares and 32,000 shares of common stock, at a cost of approximately $5.1 million and $0.5 million, during thethree months ended March 30, 2025 and March 31, 2024, respectively, to administratively facilitate the withholding and subsequent remittance of personal income and payroll taxes for individuals receiving RSUs.
These shares were retired upon repurchase. The Company’s policy related to repurchases of its common stock is to charge the excess of cost over par value to retained earnings. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
Accumulated Other Comprehensive Income (Loss)
The following tables set forth the changes in accumulated other comprehensive income (loss) (“AOCI”) by component:
| (In thousands) | Unrealized gains (losses) on available-for-saleinvestments | Unrealizedgains (losses)on derivatives | Estimated tax benefit (provision) | Total |
|---|---|---|---|---|
| Balance as of December 31, 2024 | $169 | $79 | $(7) | $241 |
| Other comprehensive income (loss) before reclassifications | (78) | (662) | 115 | (625) |
| Less: Amount reclassified from accumulated other comprehensive (loss) income | — | (382) | 80 | (302) |
| Net current period other comprehensive income (loss) | (78) | (280) | 35 | (323) |
| Balance as of March 30, 2025 | $91 | $(201) | $28 | $(82) |
| (In thousands) | Unrealized gains (losses) on available-for-saleinvestments | Unrealizedgains (losses)on derivatives | Estimated taxbenefit (provision) | Total |
| Balance as of December 31, 2023 | $126 | $7 | $3 | $136 |
| Other comprehensive income (loss) before reclassifications | (166) | (5) | 6 | (165) |
| Less: Amount reclassified from accumulated other comprehensive income (loss) | — | (63) | 13 | (50) |
| Net current period other comprehensive income (loss) | (166) | 58 | (7) | (115) |
| Balance as of March 31, 2024 | $(40) | $65 | $(4) | $21 |
The following table provides details about significant amounts reclassified out of each component of AOCI:
| Three Months Ended | ||
|---|---|---|
| (In thousands) | March 30, 2025 | March 31, 2024 |
| Amount Reclassified from AOCI | ||
| Gains (losses) on cash flow hedge: | ||
| Foreign currency forward contracts | ||
| Affected line item in the statement of operations | ||
| Net revenue | $(522) | $(79) |
| Cost of revenue | — | — |
| Research and development | 32 | (1) |
| Sales and marketing | 79 | 9 |
| General and administrative | 29 | 8 |
| Total before tax | (382) | (63) |
| Tax impact | 80 | 13 |
| Total, net of tax | $(302) | $(50) |
Note 10. Employee Benefit Plans
The Company grants options, time-based RSUs and performance-based RSUs under the 2016 Incentive Plan (the “2016 Plan”), under which awards may be granted to all employees. Vesting periods under this plan are generally four years for options, three years for performance-based RSUs, andthree orfour years for time-based RSUs. As of March 30, 2025, approximately 2.5 million shares were reserved for future grants under the 2016 Plan.
In February 2024, the Company’s Board of Directors approved 2024 Inducement Equity Incentive Plan (the “2024 Inducement Plan”), under which options, restricted stock awards, RSUs, stock appreciation rights, performance units, performance shares, and other stock or cash awards can be granted to personnel for positions of substantial responsibility. As of March 30, 2025, approximately 0.2 million shares were reserved for future grants under the 2024 Inducement Plan.
Additionally, the Company sponsors an Employee Stock Purchase Plan (the “ESPP”). The terms of the plan include a look-back feature that enables employees to purchase stock semi-annually at a price equal to 85% of the lesser of the fair market value at the beginning of the offering period or the purchase date. The duration of each offering period is generally six months. As of March 30, 2025, approximately 0.3 million shares were available for issuance under the ESPP.
Option Activity
Stock option activity was as follows:
| (In thousands, except per share amounts) | Number ofShares | Weighted Average Exercise Price Per Share |
|---|---|---|
| Outstanding as of December 31, 2024 | 475 | $32.60 |
| Exercised | (173) | $26.61 |
| Expired | (114) | $41.67 |
| Outstanding as of March 30, 2025 | 188 | $32.58 |
Time-Based RSU Activity
Time-based RSU activity was as follows:
| (In thousands, except per share amounts) | Numberof Shares | Weighted Average Grant Date Fair Value Per Share |
|---|---|---|
| Outstanding as of December 31, 2024 | 2,550 | $17.64 |
| Granted | 51 | $26.65 |
| Vested | (156) | $16.11 |
| Cancelled | (102) | $18.17 |
| Outstanding as of March 30, 2025 | 2,343 | $17.91 |
Performance-Based RSU Activity
Since 2020, the Company’s executive officers were granted performance-based restricted stock units (“PSUs”) under the 2016 Plan with vesting occurring at the end of athree-year period if performance conditions are met. In February 2024, the Company granted PSUs under the 2024 Inducement Plan to its newly-hired Chief Executive Officer with 1/3 of the target PSUs being allocated to each tranche and vesting occurring at the end of each anniversary of the vesting commencement date over athree-year period. In addition, in 2024, the Company granted PSUs under the 2024 Inducement Plan to its newly-hired employees with vesting occurring at the end of athree-year period if performance conditions are met. The number of PSUs earned and eligible to vest are determined based on achievement of the pre-determined performance or market conditions and the recipients’ continued service with the Company. The number of PSUs to vest could range from 0% to 150% of the target shares granted. For PSUs with a performance condition, at the end of each reporting period, the Company evaluates the probability of achieving the performance conditions and records the related stock-based compensation expense based on performance to date over the service period. The stock-based compensation expense relating to PSUs with a market condition is recognized ratably from the service inception date to the vesting date for each tranche.
PSU activity was as follows:
| (In thousands, except per share amounts) | Numberof Shares | Weighted Average Grant Date Fair Value Per Share |
|---|---|---|
| Outstanding as of December 31, 2024 | 655 | $20.93 |
| Granted | 76 | $20.71 |
| Vested | (232) | $20.74 |
| Cancelled | (3) | $22.37 |
| Outstanding as of March 30, 2025 | 496 | $20.98 |
Valuation and Expense Information
The following table sets forth the stock-based compensation expense resulting from stock options, RSUs (time-based and performance-based) and the ESPP included in the Company’s unaudited condensed consolidated statements of operations:
| Three Months Ended | ||
|---|---|---|
| (In thousands) | March 30, 2025 | March 31, 2024 |
| Cost of revenue | $422 | $365 |
| Research and development | 592 | 698 |
| Sales and marketing | 1,313 | 1,237 |
| General and administrative | 3,169 | 2,244 |
| Total | $5,496 | $4,544 |
As of March 30, 2025, $36.8 million of unrecognized compensation cost related to unvested RSUs (time-based and performance-based) expected to be recognized over a weighted-average period of 2.0 years.
Note 11. Segment Information
Operating segments are components of an enterprise about which separate financial information is available and is evaluated quarterly by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By this definition, the Company has identified its CEO as the CODM. As previously announced, in the first fiscal quarter of 2025, the Company realigned its business structure by separating the Connected Home segment into two distinct reportable segments: Home Networking and Mobile. This realignment is intended to further strengthen the Company's operational and financial management and enable further focus on growth opportunities while maintaining financial discipline. The leadership team of each segment focuses on serving the unique needs of their customers through product and service development from both a product marketing and engineering standpoint, while also managing the sales and marketing functions that support their businesses. Effective January 1, 2025, the Company operates and reports inthree segments: NETGEAR for Business, Home Networking, and Mobile. The prior-year segment financial information has been recast to conform to the current-year presentation.
NETGEAR for Business: Focuses on businesses and provides solutions for business networking, wireless local area network (“LAN”), audio and video over Ethernet for Pro AV applications, security and remote management providing enterprise-class functionality at an affordable price;
Home Networking: Focuses on consumers and provides high-performance, dependable and easy-to-use WiFi internet networking solutions such as WiFi 6, WiFi 6E and WiFi 7 Tri-band and Quad-band mesh systems, routers, and subscription services that provide consumers a range of value-added services focused on performance, security, privacy, and premium support.
Mobile: Focuses on both consumers and businesses and provides high-performance Mobile (4G/5G) products, including WiFi 7, WiFi 6/6E-enabled portable mobile hotspots and mobile routers, designed to meet the growing demand for on-the-go, high-speed and reliable internet connectivity with advanced security features.
The results of the reportable segments are derived directly from the Company’s management reporting system. The results are based on the Company’s method of internal reporting and are not necessarily in conformity with accounting principles generally accepted in the United States. Management measures the performance of each segment based on several metrics, including contribution income (loss). Segment contribution income (loss) includes all product line segment revenues less the related cost of sales, research and development and sales and marketing costs. Contribution income (loss) is used, in part, to evaluate the performance of, and allocate resources to, each of the segments. Certain operating expenses are not allocated to segments because they are separately managed at the corporate level. These unallocated indirect costs include corporate costs, such as corporate research and development, corporate marketing and general and administrative expenses, amortization of intangibles, stock-based compensation expense, intangibles impairment, restructuring and other charges, litigation reserves, net, and other income (expenses), net.
Financial information for each reportable segment and a reconciliation of segment contribution income to income (loss) before income taxes is as follows:
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 30, 2025 · March 31, 2024 | ||||||||||
| (In thousands, except percentage data) · NETGEAR for Business · Home Networking · Mobile · Total · NETGEAR for Business · Home Networking (2) · Mobile (2) · Total | ||||||||||
| Net revenue | $79,191 | $61,387 | $21,482 | $162,060 | $68,623 | $67,224 | $28,739 | $164,586 | ||
| Cost of revenue | 42,530 | 46,580 | 16,202 | 105,312 | 39,889 | 52,323 | 23,772 | 115,984 | ||
| Gross profit | 36,661 | 14,807 | 5,280 | 56,748 | 28,734 | 14,901 | 4,967 | 48,602 | ||
| Gross margin | 46.3% | 24.1% | 24.6% | 35.0% | 41.9% | 22.2% | 17.3% | 29.5% | ||
| Operating expenses | 19,026 | 16,529 | 5,023 | 40,578 | 18,830 | 20,060 | 5,948 | 44,838 | ||
| Contribution income (loss) | 17,635 | (1,722) | 257 | 16,170 | 9,904 | (5,159) | (981) | 3,764 | ||
| Contribution margin | 22.3% | (2.8)% | 1.2% | 10.0% | 14.4% | (7.7)% | (3.4)% | 2.3% | ||
| Corporate and unallocated costs | (18,768) | (19,806) | ||||||||
| Stock-based compensation expense | (5,496) | (4,544) | ||||||||
| Restructuring and other charges | (4,742) | (1,032) | ||||||||
| Litigation reserves, net | 37 | (30) | ||||||||
| Other income, net (1) | 8,171 | 2,850 | ||||||||
| Loss before income taxes | $(4,628) | $(18,798) | ||||||||
(1)
Amounts included interest income of $3.3 million and $2.5 million, and gain/(loss), net from derivatives not designated as hedging instruments of $(1.0) million and $1.5 million, for thethree months ended March 30, 2025 and March 31, 2024, respectively. For the three months ended March 30, 2025, the amount also included proceeds of $4.7 million from a sale of patents.
(2)
Financial information for the Home Networking segment and Mobile segment in the prior year period were recast to conform to the current reportable segment structure.
The CODM does not evaluate operating segments using discrete asset information.
Operations by Geographic Region
For reporting purposes, revenue is generally attributed to each geographic region based on the location of the customer.
The following table shows net revenue by geography:
| Three Months Ended | ||
|---|---|---|
| (In thousands) | March 30, 2025 | March 31, 2024 |
| United States (U.S.) | $104,039 | $107,289 |
| Americas (excluding U.S.) | 3,722 | 2,639 |
| EMEA (1) | 32,129 | 31,187 |
| APAC (1) | 22,170 | 23,471 |
| Total net revenue | $162,060 | $164,586 |
(1)
No individual foreign country represented more than 10% of the Company’s total net revenue in the periods presented.
Long-lived assets by Geographic Region
The following table presents the Company’s long-lived assets located in geographic areas, which consist of property and equipment, net, and operating lease right-of-use assets:
| (In thousands) | March 30, 2025 | December 31, 2024 |
|---|---|---|
| United States (U.S.) | $18,043 | $19,057 |
| Canada | 5,218 | 5,573 |
| Americas (excluding U.S. and Canada) | 24 | 39 |
| EMEA | 2,991 | 3,127 |
| Singapore | 4,406 | 4,841 |
| APAC (excluding Singapore) (1) | 6,433 | 6,698 |
| Total | $37,115 | $39,335 |
(1)
Noindividual country represented more than 10% of the Company’s total long-lived assets in the periods presented.
Note 12. Fair Value Measurements
The following tables summarize assets and liabilities measured at fair value on a recurring basis:
| (In thousands) | Total | Quoted marketprices in activemarkets(Level 1) | Significantotherobservableinputs(Level 2) |
|---|---|---|---|
| Assets: | |||
| Cash equivalents: money-market funds | $112,763 | $112,763 | $— |
| Available-for-sale investments: U.S. treasury securities(1) | 119,526 | — | 119,526 |
| Trading securities: mutual funds(1) | 2,590 | 2,590 | — |
| Foreign currency forward contracts(2) | 345 | — | 345 |
| Total assets measured at fair value | $235,224 | $115,353 | $119,871 |
| Liabilities: | |||
| Foreign currency forward contracts(3) | $1,552 | $— | $1,552 |
| Total liabilities measured at fair value | $1,552 | $— | $1,552 |
| (In thousands) | Total | Quoted marketprices in activemarkets(Level 1) | Significantotherobservableinputs(Level 2) |
|---|---|---|---|
| Assets: | |||
| Cash equivalents: money-market funds | $111,043 | $111,043 | $— |
| Available-for-sale investments: U.S. treasury securities(1) | 119,370 | — | 119,370 |
| Trading securities: mutual funds(1) | 2,876 | 2,876 | — |
| Foreign currency forward contracts(2) | 1,053 | — | 1,053 |
| Total assets measured at fair value | $234,342 | $113,919 | $120,423 |
| Liabilities: | |||
| Foreign currency forward contracts(3) | $273 | $— | $273 |
| Total liabilities measured at fair value | $273 | $— | $273 |
(1)
Included in Short-term investments on the Company’s unaudited condensed consolidated balance sheets.
(2)
Included in Prepaid expenses and other current assets on the Company’s unaudited condensed consolidated balance sheets.
(3)
Included in Other accrued liabilities on the Company's unaudited condensed consolidated balance sheets.
The Company’s investments in money-market funds and mutual funds are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company’s investments in U.S. treasury securities are classified within Level 2 of the fair value hierarchy because they are valued based on readily available pricing sources for comparable or identical instruments in less active markets. The Company’s foreign currency forward contracts are classified within Level 2 of the fair value hierarchy as they are valued using pricing models that consider the contract terms as well as currency rates and counterparty credit rates. The Company verifies the reasonableness of these pricing models using observable market data for related inputs into such models. The Company enters into foreign currency forward contracts with only those counterparties that have long-term credit ratings of A-/A3 or higher. The carrying value of non-financial assets and liabilities measured at fair value in the financial statements on a recurring basis, including accounts receivable and accounts payable, approximate fair value due to their short maturities.
Note 13. Restructuring and Other Charges
The Company accounts for its restructuring plans under the authoritative guidance for exit or disposal activities. The Company includes expenses related to restructuring and other charges in Other operating expenses (income), net in the condensed consolidated statements of operations. Accrued restructuring and other charges are classified within Accrued employee compensation and Other accrued liabilities on the condensed consolidated balance sheets.
Restructuring and other charges recognized in the three months ended March 30, 2025 and March 31, 2024, respectively, were primarily for severance, and other costs in relation to the reorganization of our business to better align the cost structure of the business with the areas to deliver long-term growth and expanding profitability or projected revenue levels. The liabilities as of March 30, 2025 are expected to be settled in 2025.
The following table provides a summary of the activity related to accrued restructuring and other charges:
| (In thousands) | Accrued Restructuring and Other Charges at December 31, 2024 | Additions | Cash Payments | Adjustments | Accrued Restructuring and Other Charges at March 30, 2025 |
|---|---|---|---|---|---|
| Restructuring | |||||
| Employee termination charges | $664 | $4,698 | $(4,259) | $(7) | $1,096 |
| Lease contract termination and other charges | — | 44 | (8) | (15) | 21 |
| Total Restructuring and other charges | $664 | $4,742 | $(4,267) | $(22) | $1,117 |
| (In thousands) | Accrued Restructuring and Other Charges at December 31, 2023 | Additions | Cash Payments | Adjustments | Accrued Restructuring and Other Charges at March 31, 2024 |
|---|---|---|---|---|---|
| Restructuring | |||||
| Employee termination charges | $257 | $924 | $(665) | $(14) | $502 |
| Lease contract termination and other charges | 30 | 108 | (3) | (114) | 21 |
| Total Restructuring and other charges | $287 | $1,032 | $(668) | $(128) | $523 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.