8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

October 28, 2004

Date of Report (date of earliest event reported)

NETGEAR, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-50350	77-0419172
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

4500 Great America Parkway
Santa Clara, California 95054

(Address of principal executive offices)

(408) 907-8000

(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition.

     On October 28, 2004, NETGEAR, Inc. issued a press release announcing its financial results for its quarter ended October 3, 2004. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report.

     The information in the report (including any exhibit attached to this Current Report), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by NETGEAR, Inc., except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits

     The following exhibit is furnished herewith:

99.1 Press Release, dated October 28, 2004, of NETGEAR, Inc. announcing its financial results for the fiscal quarter ended October 3, 2004

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 28, 2004

NETGEAR, Inc.
By:	/s/ Jonathan Mather
	Jonathan Mather
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated October 28, 2004, of NETGEAR, Inc. announcing its financial results for the fiscal quarter ended October 3, 2004

EX-99.1

EXHIBIT 99.1

NETGEAR REPORTS THIRD QUARTER 2004 RESULTS

• Third quarter 2004 net revenue increased to $101.2 million, 34% year-over-year growth

• Third quarter 2004 non-GAAP net income increased to $6.3 million, as compared to $2.4 million in the comparable prior year quarter, 163% year over year growth

• Third quarter 2004 non-GAAP diluted EPS of $0.20, as compared to $0.08 in the comparable prior year quarter, 150% year-over-year growth.

• Third quarter 2004 non-GAAP operating margin increased to 9.8%, with gross margin at 32.1%

• Company expects fourth quarter 2004 net revenue to be in the range of $107 million to $109 million, with non-GAAP operating margin in the range of 9.9% to 10.2%

SANTA CLARA, Calif. – October 28, 2004 – NETGEAR, Inc. (NASDAQ: NTGR), a worldwide provider of technologically advanced, branded networking products, today reported financial results for the third quarter ended October 3, 2004.

Net revenue for the third quarter ended October 3, 2004 was $101.2 million, a 34% increase as compared to $75.8 million for the third quarter ended September 28, 2003. Net revenue for the second quarter of 2004 was $88.4 million. Net revenue in the third quarter of 2004 derived from North America was $57.1 million, the Europe, Middle East and Africa, or EMEA, region was $36.2 million, and the Asia Pacific region was $8.0 million. There were 14 weeks in the third quarter of 2004 as compared to 13 weeks in the second quarter of 2004 and the third quarter of 2003.

The Company improved its gross margin in the third quarter of 2004 to 32.1%, as compared to 27.8% in the year ago comparable quarter, and 32.1% in the prior quarter. Non-GAAP operating margin was 9.8% in the third quarter of 2004, as compared to 5.6% in the year ago comparable quarter and 8.9% in the prior quarter. In the third quarter of 2004, non-GAAP operating expenses were 22.3% of net revenue, as compared to 22.2% in the year ago comparable quarter and 23.2% in the prior quarter. Sales and marketing, research and development and general and administration expenses as a percentage of net revenues were 15.2%, 2.7% and 4.4%, as compared with 16.4%, 2.7% and 3.1% in the year ago comparable quarter, and 17.0%, 2.6% and 3.6% in the prior quarter.

Net income, computed in accordance with GAAP, for the third quarter of 2004 was $5.9 million or $0.19 per basic share and $0.18 per diluted share, compared to a net loss of ($4.0) million for the third quarter of 2003 or ($0.15) per basic and diluted share. Included in net income for the prior year quarter was an extinguishment of debt charge of $5.9 million and non-cash stock-based compensation expense of $516,000.

Non-GAAP net income, which excludes non-cash, stock-based compensation expense of $452,000, for the third quarter of 2004 was $6.3 million, a 163% increase over the non-GAAP net income of $2.4 million for the third quarter of 2003. Non-GAAP net income per share was $0.21 per basic share and

$0.20 per diluted share in the third quarter of 2004, compared to $0.09 per basic share and $0.08 per diluted share in the third quarter of 2003. The non-GAAP net income for the third quarter of 2003 excludes the impact of an extinguishment of debt charge of $5.9 million and non-cash stock-based compensation expense of $516,000. The accompanying schedules provide a reconciliation of net income computed on a GAAP basis to net income computed on a non-GAAP basis.

Patrick Lo, Chairman and Chief Executive Officer of NETGEAR, commented, “This was another impressive quarter for us. On a year over year basis, sales in North America were up 24%, with the EMEA region up 49% and the Asia Pacific region up 48%. On a quarterly sequential basis, North America was up 23%, EMEA was up 11% and Asia Pacific declined 14% due to traditional seasonality in that geographic market. Demand remained strong in nearly all market segments, with strong consumer demand highlighted by robust back to school sales in the U.S. and the continued adoption of wireless products. We are also pleased with the traction we are gaining in the worldwide service provider channel, which has increased to 7% of our total revenue. During the third quarter, we added Charter Communications to our growing list of major service provider customers. We continue to expect that NETGEAR will experience better than average industry growth as many of our recently introduced products gain sales traction. For example, during the last few months we announced new relationships with Vonage and AT&T for our broadband telephony products. While the market is in the early adoption phase, we expect businesses and consumers will adopt Voice over IP (VoIP) technologies in increasing numbers going forward given the lower cost and higher flexibility of this technology. In addition, we are excited about our VoIP prospects for international markets, as we commenced shipping products into these markets in the third quarter.”

Jonathan Mather, Chief Financial Officer of NETGEAR, said, “Our continued strong operating performance reflects our focus on operating metrics, including inventory management, timely shipments and cost containment. Our gross margin of 32.1% was consistent with the prior quarter, and up substantially from the comparable year ago quarter, while our non-GAAP operating margin increased to 9.8%, as compared with 8.9% in the prior quarter. The operating expenses as a percentage of net revenue have declined to 22.3% despite additional G&A costs associated with Sarbanes-Oxley 404 compliance. Importantly, NETGEAR’s cash on hand, including short-term investments, increased to $118.6 million at the end of the third quarter of 2004 from $111.2 million at the end of the second quarter of 2004, primarily due to cash generated from operating activities.”

Third quarter 2004 ending inventory was $40.5 million, representing 6.8 turns, compared to $44.2 million and 5.4 turns at the end of the second quarter of 2004. Days sales outstanding (DSO’s) was 71 days in the third quarter of 2004, compared to 69 days in the second quarter of 2004. The U.S. retail channel inventory ended the third quarter of 2004 at 7.1 weeks, as compared to 9.2 weeks in the second quarter of 2004. U.S. distribution channel inventory ended the third quarter of 2004 at 3.9 weeks, as compared to 4.3 weeks in the second quarter of 2004. European distribution channel inventory ended the third quarter of 2004 at approximately 4.2 weeks compared to 4.4 weeks in the second quarter of 2004.

Looking forward, Mr. Lo added, “Our third quarter was strong as we shipped a record number of units of our products while continuing to improve our operating performance. We believe the fourth quarter should be even better due to normal industry seasonality and our new product roadmap. With the 12 new products introduced in the third quarter and more scheduled product launches for the fourth quarter, we are targeting continued market share gains across all of our channels and geographies. We remain very aggressive in our channel expansion efforts worldwide. Based on industry reports, we expect our products supporting digital home entertainment, including our recently introduced Double 108 Mbps Wireless Router and Wireless Digital Music Player, to do well this holiday season. Other growth products include our DSL and cable broadband gateways, 108 Mbps wireless products, Smart Switches, Gigabit Switches, and our fully manageable switches. Overall, as we enter the seasonally stronger fourth quarter of 2004, we expect net revenue to be in the range of approximately $107 million to $109 million, with non-GAAP operating income in the range of 9.9% to 10.2%. Finally, we expect the non-GAAP effective tax rate to remain at approximately 37.0%.”

Investor Conference Call / Webcast Details

NETGEAR will review third quarter 2004 results and discuss management’s expectations for the fourth quarter 2004 today, October 28, 2004, at 5:30PM EDT (2:30PM PDT). The conference call-in will be available at www.netgear.com and by telephone at (973) 582-2745. A replay will be available from 8:30PM EDT (5:30PM PDT) on October 28 through midnight EDT (9:00PM PDT) on November 4 by telephone at (973) 341-3080. The confirmation identification for both the live call and the replay is 5245601.

About NETGEAR Inc.

NETGEAR (Nasdaq: NTGR) designs technologically advanced, branded networking products that address the specific needs of small business and home users. The Company’s suite of approximately 100 products enables users to share Internet access, peripherals, files, digital multimedia content and applications among multiple personal computers and other Internet-enabled devices. NETGEAR is headquartered in Santa Clara, Calif. For more information, visit the Company’s Web site at www.netgear.com or call (408) 907-8000.

NETGEAR is a registered trademark of NETGEAR, Inc. in the United States and other countries.

Contacts:
Doug Hagan	David Pasquale
Director, Corporate Marketing	Executive Vice President, Investor Relations
NETGEAR, Inc.	The Ruth Group
(408) 907-8053	(646) 536-7006
doug.hagan@netgear.com	dpasquale@theruthgroup.com

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 for NETGEAR, Inc.:

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements represent NETGEAR, Inc.’s expectations or beliefs concerning future events and include statements, among others, regarding NETGEAR’s expected revenue, earnings, operating income and tax rate on both a GAAP and non-GAAP basis, current and future demand for the Company’s products, willingness of consumers to purchase and use the Company’s products, and ability to increase distribution and market share for the Company’s products domestically and worldwide. These statements are based on management’s current expectations and are subject to certain risks and uncertainties, including, without limitation, the following: future demand for the Company’s products may be lower than anticipated; consumers may choose not to adopt the Company’s new product offerings or adopt competing products; the Company may be unsuccessful or experience delays in the manufacturing and distributing of its new and existing products; telecommunications service providers may choose to utilize competing products; the Company may be unable to collect receivables as they become due; the Company may fail to manage costs, including the cost of developing new products and manufacturing and distribution of its existing offerings. Further information on potential risk factors that could affect NETGEAR and its business are detailed in the Company’s periodic filings with the Securities and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled “Risk Factors Affecting Future Results”, pages 20 through 29, in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2004, filed with the Securities and Exchange Commission on August 11, 2004. NETGEAR undertakes no obligation to release publicly any revisions to any forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

– Tables Attached –

NETGEAR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)

	Three months ended						Nine months ended
	October 3,			September 28,			October 3,			September 28,
	2004			2003			2004			2003
Net revenue	$	101,236		$	75,785		$	278,033		$	212,494
Cost of revenue:
Cost of revenue		68,704			54,691			189,578			153,826
Amortization of deferred stock-based compensation		41			46			123			77
Total Cost of revenue		68,745			54,737			189,701			153,903
Gross profit		32,491			21,048			88,332			58,591
Operating expenses:
Research and development		2,730			2,079			7,350			5,977
Sales and marketing		15,427			12,419			45,243			35,086
General and administrative		4,411			2,356			10,806			6,037
Amortization of deferred stock-based compensation:
Research and development		85			135			322			334
Sales and marketing		222			227			599			515
General and administrative		104			108			298			357
Total operating expenses		22,979			17,324			64,618			48,306
Income from operations		9,512			3,724			23,714			10,285
Interest income		439			123			983			176
Interest expense		—			(170	)		—			(901	)
Extinguishment of debt		—			(5,868	)		—			(5,868	)
Other expense		(357	)		(95	)		(254	)		(44	)
Income (loss) before income taxes		9,594			(2,286	)		24,443			3,648
Provision (benefit) for income taxes		3,718			1,664			9,542			(5,517	)
Net income (loss)	$	5,876		$	(3,950	)	$	14,901		$	9,165
Net income (loss) per share:
Basic	$	0.19		$	(0.15	)	$	0.49		$	0.42
Diluted	$	0.18		$	(0.15	)	$	0.46		$	0.35
Weighted average shares outstanding for net income (loss) per share:
Basic		30,689			25,684			30,212			21,957
Diluted		32,269			25,684			32,378			25,851

NETGEAR, INC.
NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Excluding stock-based compensation, an extinguishment of debt charge and a deferred tax asset valuation allowance reversal
(in thousands, except per share data)
(Unaudited)

	Three months ended						Nine months ended
	October 3,			September 28,			October 3,			September 28,
	2004			2003			2004			2003
Net revenue	$	101,236		$	75,785		$	278,033		$	212,494
Cost of revenue:
Cost of revenue		68,704			54,691			189,578			153,826
Amortization of deferred stock-based compensation		—			—			—			—
Total Cost of revenue		68,704			54,691			189,578			153,826
Gross profit		32,532			21,094			88,455			58,668
Operating expenses:
Research and development		2,730			2,079			7,350			5,977
Sales and marketing		15,427			12,419			45,243			35,086
General and administrative		4,411			2,356			10,806			6,037
Amortization of deferred stock-based compensation:
Research and development		—			—			—			—
Sales and marketing		—			—			—			—
General and administrative		—			—			—			—
Total operating expenses		22,568			16,854			63,399			47,100
Income from operations		9,964			4,240			25,056			11,568
Interest income		439			123			983			176
Interest expense		—			(170	)		—			(901	)
Extinguishment of debt		—			—			—			—
Other expense		(357	)		(95	)		(254	)		(44	)
Income before income taxes		10,046			4,098			25,785			10,799
Provision for income taxes		3,718			1,664			9,542			4,255
Net income	$	6,328		$	2,434		$	16,243		$	6,544
Net income per share:
Basic	$	0.21		$	0.09		$	0.54		$	0.30
Diluted	$	0.20		$	0.08		$	0.50		$	0.25
Weighted average shares outstanding for net income per share:
Basic		30,689			25,684			30,212			21,957
Diluted		32,269			29,869			32,378			25,851

NETGEAR, INC.
SCHEDULE OF GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data)
(Unaudited)

	Three months ended									Nine months ended
	October 3, 2004									October 3, 2004
	GAAP			Excluded			Non-GAAP			GAAP			Excluded			Non-GAAP
Net revenue	$	101,236		$	—		$	101,236		$	278,033		$	—		$	278,033
Cost of revenue:
Cost of revenue		68,704			—			68,704			189,578			—			189,578
Amortization of deferred stock-based compensation		41			41			—			123			123			—
Total Cost of revenue		68,745			41			68,704			189,701			123			189,578
Gross profit		32,491			(41	)		32,532			88,332			(123	)		88,455
Operating expenses:
Research and development		2,730			—			2,730			7,350			—			7,350
Sales and marketing		15,427			—			15,427			45,243			—			45,243
General and administrative		4,411			—			4,411			10,806			—			10,806
Amortization of deferred stock-based compensation:
Research and development		85			85			—			322			322			—
Sales and marketing		222			222			—			599			599			—
General and administrative		104			104			—			298			298			—
Total operating expenses		22,979			411			22,568			64,618			1,219			63,399
Income from operations		9,512			(452	)		9,964			23,714			(1,342	)		25,056
Interest income		439			—			439			983			—			983
Interest expense		—			—			—			—			—			—
Extinguishment of debt		—			—			—			—			—			—
Other expense		(357	)		—			(357	)		(254	)		—			(254	)
Income before income taxes		9,594			(452	)		10,046			24,443			(1,342	)		25,785
Provision for income taxes		3,718			—			3,718			9,542			—			9,542
Net income	$	5,876		$	(452	)	$	6,328		$	14,901		$	(1,342	)	$	16,243
Net income per share Basic	$	0.19					$	0.21		$	0.49					$	0.54
Diluted	$	0.18					$	0.20		$	0.46					$	0.50
Weighted average shares outstanding for net income per share:
Basic		30,689						30,689			30,212						30,212
Diluted		32,269						32,269			32,378						32,378

NETGEAR, INC.
SCHEDULE OF GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data)
(Unaudited)

	Three months ended									Nine months ended
	September 28, 2003									September 28, 2003
	GAAP			Excluded			Non-GAAP			GAAP			Excluded			Non-GAAP
Net revenue	$	75,785		$	—		$	75,785		$	212,494		$	—		$	212,494
Cost of revenue:
Cost of revenue		54,691			—			54,691			153,826			—			153,826
Amortization of deferred stock-based compensation		46			46			—			77			77			—
Total Cost of revenue		54,737			46			54,691			153,903			77			153,826
Gross profit		21,048			(46	)		21,094			58,591			(77	)		58,668
Operating expenses:
Research and development		2,079			—			2,079			5,977			—			5,977
Sales and marketing		12,419			—			12,419			35,086			—			35,086
General and administrative		2,356			—			2,356			6,037			—			6,037
Amortization of deferred stock-based compensation:
Research and development		135			135			—			334			334			—
Sales and marketing		227			227			—			515			515			—
General and administrative		108			108			—			357			357			—
Total operating expenses		17,324			470			16,854			48,306			1,206			47,100
Income from operations		3,724			(516	)		4,240			10,285			(1,283	)		11,568
Interest income		123			—			123			176			—			176
Interest expense		(170	)		—			(170	)		(901	)		—			(901	)
Extinguishment of debt		(5,868	)		(5,868	)		—			(5,868	)		(5,868	)		—
Other expense		(95	)		—			(95	)		(44	)		—			(44	)
Income (loss) before income taxes		(2,286	)		(6,384	)		4,098			3,648			(7,151	)		10,799
Provision (benefit) for income taxes		1,664			—			1,664			(5,517	)		(9,772	)		4,255
Net income (loss)	$	(3,950	)	$	(6,384	)	$	2,434		$	9,165		$	2,621		$	6,544
Net income (loss) per share
Basic	$	(0.15	)				$	0.09		$	0.42					$	0.30
Diluted	$	(0.15	)				$	0.08		$	0.35					$	0.25
Weighted average shares outstanding for net income (loss) per share
Basic		25,684						25,684			21,957						21,957
Diluted		25,684						29,869			25,851						25,851

NETGEAR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)

	October 3,			December 31,
	2004			2003
ASSETS
Current assets:
Cash and cash equivalents	$	112,434		$	61,215
Short-term investments		6,155			12,390
Accounts receivable, net		73,462			74,866
Receivable from related parties		160			—
Inventories		40,506			39,266
Deferred income taxes		9,056			9,056
Prepaid expenses and other current assets		4,280			4,169
Total current assets		246,053			200,962
Property and equipment, net		3,373			3,626
Goodwill, net		558			558
Total assets	$	249,984		$	205,146
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	21,300		$	24,480
Payable to related parties		5,934			6,412
Accrued employee compensation		5,337			3,871
Other accrued liabilities		45,370			31,299
Deferred revenue		1,734			2,380
Income taxes payable		—			1,765
Total current liabilities		79,675			70,207
Stockholders’ equity:
Common stock		31			28
Additional paid-in capital		183,311			164,459
Deferred stock-based compensation		(2,621	)		(4,248	)
Other comprehensive income		—			13
Accumulated deficit		(10,412	)		(25,313	)
Total stockholders’ equity		170,309			134,939
Total liabilities and stockholders’ equity	$	249,984		$	205,146