8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

April 22, 2010
Date of Report (date of earliest event reported)

PCTEL, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-27115	77-0364943
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

471 Brighton Drive
Bloomingdale, Illinois 60108
(Address of Principal Executive Offices, including Zip Code)

(630) 372-6800
(Registrant’s telephone number, including area code)

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(b))

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))

Item 2.02 Results of Operations and Financial Condition

The following information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On April 22, 2010, PCTEL, Inc. issued a press release regarding its financial results for its first fiscal quarter ended March 31, 2010. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release, dated April 22, 2010, of PCTEL, Inc. announcing its financial results for its first fiscal quarter ended March 31, 2010

SIGNATURE

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

Date: April 22, 2010

PCTEL, INC.
By:	/s/ John W. Schoen
	John W. Schoen, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Press release, dated April 22, 2010, of PCTEL, Inc. announcing its financial results for its first fiscal quarter ended March 31, 2010

EX-99.1

Exhibit 99.1

PCTEL Posts $15.6 Million in First Quarter Revenue

Bloomingdale, IL April 22, 2010 — PCTEL, Inc. (NASDAQ: PCTI), a leader in propagation and wireless network optimization solutions, announced results for the first quarter ended March 31, 2010.

First Quarter Financial Highlights

• $15.6 million in revenue for the quarter, an increase of 10% over the same period in 2009.

• GAAP Gross Profit Margin from continuing operations of 46 percent, as compared to 47% for the same period last year.

• GAAP Operating Margin of a negative (9) percent as compared to a negative (19) percent in the same period in 2009. The operating results for the first quarter 2009 included a $1.5 million impairment of goodwill related to the acquisition of Wi-Sys Communications. Without the impairment charge the GAAP operating margin for the first quarter of 2009 would have been negative (8) percent.

• Non-GAAP Operating Margin of two percent versus three percent in the same period in 2009. The Company’s reporting of non-GAAP operating margin excludes expenses for restructuring, gain or loss on sale of assets, stock based compensation, amortization and impairment of intangible assets and goodwill related to the Company’s acquisitions.

• GAAP net loss of $(795,000) for the quarter, or $(0.05) per share, compared to a net loss of $(1.9) million, or $(0.11) per diluted share for the same period in 2009. The $1.1 million difference is primarily attributed to the first quarter 2009 impairment of goodwill net of tax.

• Non-GAAP net income of $356,000 for the quarter, or $0.02 per diluted share compared to $451,000 of net income, or $0.03 per diluted share, for the same period in 2009. The Company’s reporting of non-GAAP net income excludes expenses for restructuring, gain or loss on sale of assets, stock based compensation, amortization and impairment of intangible assets and goodwill related to the Company’s acquisitions, and non-cash related income tax expense.

• $72.5 million of cash, short-term investments, and long-term investments at March 31, 2010, a decrease of $(3.1) million from the quarter ended December 31, 2009. During the first quarter the

company paid out cash of $2.4 million for the Sparco Technologies acquisition. The company used approximately $700,000 in cash and investments from all other sources during the quarter.

“Our results suggest that we are continuing to make progress and that there is a renewed investment in both public and private networks,” said Marty Singer, PCTEL’s Chairman and CEO. “We believe that our acquisitions were well-timed and that our product line expansion will accelerate our growth as the economy recovers,” added Singer.

CONFERENCE CALL / WEBCAST

PCTEL’s management team will discuss the Company’s results today at 4:30 PM ET. The call can be accessed by dialing (877) 693-6682 (U.S. / Canada) or (706) 679-6397 (International), conference ID: 67923320. The call will also be webcast at http://investor.pctel.com/events.cfm.

REPLAY: A replay will be available for two weeks after the call on either the website listed above or by calling (800) 642-1687 (U.S./Canada), or International (706) 645-9291, conference ID: 67923320.

About PCTEL

PCTEL, Inc. (NASDAQ: PCTI), is a global leader in propagation and wireless network optimization solutions. The company designs and develops software-based radios for wireless network optimization and develops and distributes innovative antenna solutions. The company’s SeeGull^® scanning receivers, receiver-based products and CLARIFY^® interference management solutions are used to measure, monitor and optimize cellular networks. PCTEL’s SeeGull scanning receivers are deployed in industry leading wireless test and measurement equipment and viewed as an essential wireless data collection tool for cellular network optimization, drive tests, and spectrum clearing. PCTEL develops and supports scanning receivers for LTE, EVDO, CDMA, WCDMA, UMTS, TDS-CDMA and WiMAX networks.

PCTEL’s MAXRAD^®, Bluewave™ and Wi-Sys™ antenna solutions address public safety, military, aviation, defense and government applications; SCADA, Health Care, Energy, Smart Grid and Agricultural applications; Indoor Wireless, Wireless Backhaul, and Cellular applications. Its portfolio includes a broad range of WiMAX antennas, WiFi antennas, Land Mobile Radio antennas, and precision GPS antennas that serve innovative applications in telemetry, RFID, in-building, fleet management, and mesh networks. PCTEL provides parabolic antennas, ruggedized antennas, yagi antennas, military antennas, precision aviation antennas and other high performance antennas for many applications. PCTEL’s products are sold worldwide through direct and indirect channels. For more information, please visit the company’s web site www.pctel.com, www.antenna.com, www.antenna.pctel.com, or www.rfsolutions.pctel.com.

PCTEL Safe Harbor Statement

This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Specifically, the statements regarding PCTEL’s product line expansion will accelerate the company’s growth as the economy recovers are forward-looking statements within the meaning of the safe harbor. These statements are based on management’s current expectations and actual results may differ materially from those

projected as a result of certain risks and uncertainties, including the ability to successfully grow the wireless products business and the ability to implement new technologies and obtain protection for the related intellectual property. These and other risks and uncertainties are detailed in PCTEL’s Securities and Exchange Commission filings. These forward-looking statements are made only as of the date hereof, and PCTEL disclaims any obligation to update or revise the information contained in any forward-looking statement, whether as a result of new information, future events or otherwise.

For further information contact:

John Schoen	Jack Seller	Mary McGowan
CFO	Public Relations	Investor Relations
PCTEL, Inc.	PCTEL, Inc.	Summit IR Group
(630) 372-6800	(630)372-6800	(408) 404-5401
	Jack.seller@pctel.com	mary@summitirgroup.com

PCTEL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

	(unaudited)
	March 31,			December 31,
	2010			2009
ASSETS
Cash and cash equivalents	$	31,129		$	35,543
Short-term investment securities		28,934			27,896
Accounts receivable, net of allowance for doubtful accounts of $99 and $89 at March 31, 2010 and December 31, 2009, respectively		12,819			9,756
Inventories, net		8,343			8,107
Deferred tax assets, net		1,024			1,024
Prepaid expenses and other assets		2,837			2,541
Total current assets		85,086			84,867
Property and equipment, net		11,678			12,093
Long-term investment securities		12,406			12,135
Other intangible assets, net		12,120			9,241
Deferred tax assets, net		8,704			9,947
Other noncurrent assets		981			935
TOTAL ASSETS	$	130,975		$	129,218
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	1,999		$	2,192
Accrued liabilities		6,025			3,786
Total current liabilities		8,024			5,978
Long-term liabilities		2,270			2,172
Total liabilities		10,294			8,150
Stockholders’ equity:
Common stock, $0.001 par value, 100,000,000 shares authorized, 19,092,062 and 18,494,499 shares issued and outstanding at March 31, 2010 and December 31, 2009, respectively		19			18
Additional paid-in capital		138,559			138,141
Accumulated deficit		(17,917	)		(17,122	)
Accumulated other comprehensive income		20			31
Total stockholders’ equity		120,681			121,068
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	130,975		$	129,218

The accompanying notes are an integral part of these consolidated financial statements.

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

	Three Months Ended
	March 31,
	2010			2009
REVENUES	$	15,573		$	14,139
COST OF REVENUES	$	8,354			7,468
GROSS PROFIT		7,219			6,671
OPERATING EXPENSES:
Research and development		3,085			2,688
Sales and marketing		2,259			2,083
General and administrative		2,552			2,533
Amortization of other intangible assets		763			553
Restructuring charges		—			154
Impairment of goodwill		—			1,485
Royalties		—			(200	)
Total operating expenses		8,659			9,296
OPERATING LOSS		(1,440	)		(2,625	)
Other income, net		159			165
LOSS BEFORE INCOME TAXES		(1,281	)		(2,460	)
Benefit for income taxes		(486	)		(596	)
NET LOSS		($795	)		($1,864	)
Basic Earnings per Share:
Net Loss		($0.05	)		($0.11	)
Diluted Earnings per Share:
Net Loss		($0.05	)		($0.11	)
Weighted average shares — Basic		17,487			17,545
Weighted average shares — Diluted		17,487			17,545

The accompanying notes are an integral part of these consolidated financial statements.

Reconciliation GAAP To non-GAAP Results Of Operations (unaudited)
(in thousands except per share information)

Reconciliation of GAAP operating income to non-GAAP operating income (a)

	Three Months Ended March 31,
	2010			2009
Operating Loss	$	(1,440	)	$	(2,625	)
(a)Add:
Amortization of intangible assets		763			553
Restructuring charges		—			154
Impairment of goodwill		—			1,485
Stock Compensation:
-Cost of Goods Sold		91			112
-Engineering		149			139
-Sales & Marketing		209			138
-General & Administrative		503			430
		1,715			3,011
Non-GAAP Operating Income	$	275		$	386
% of revenue		1.8	%		2.7	%

Reconciliation of GAAP net income to non-GAAP net income (b)

	Three Months Ended March 31,
	2010			2009
Net Loss	$	(795	)	$	(1,864	)
Add:
(a) Non-GAAP adjustment to operating loss		1,715			3,011
(b) Income Taxes		(564	)		(696	)
		1,151			2,315
Non-GAAP Net Income	$	356		$	451
Basic Earnings per Share:
Non-GAAP Net Income	$	0.02		$	0.03
Diluted Earnings per Share:
Non-GAAP Net Income	$	0.02		$	0.03
Weighted average shares – Basic		17,487			17,545
Weighted average shares – Diluted		17,957			17,506

This schedule reconciles the company’s GAAP operating income and GAAP net income from to its non-GAAP operating income The company believes that presentation of this schedule provides meaningful supplemental information to both management and investors that is indicative of the company’s core operating results and facilitates comparison of operating results across reporting periods. The company uses these non-GAAP measures when evaluating its financial results as well as for internal planning and forecasting purposes. These non-GAAP measures should not be viewed as a substitute for the company’s GAAP results.

(a) These adjustments reflect stock based compensation expense, amortization of intangible assets, restructuring charges and impairment charges

(b) These adjustments include the items described in footnote (a) as well as the non-cash income tax expense