-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G9TDgHmRIbaCn3rVfts+GyKI3UOLkHKxfVHYLie6WkIRCOWOFsigMW1zAA/2++Tb ohigvLEpoJrAE3e+B60ITA== 0000950137-04-000573.txt : 20040205 0000950137-04-000573.hdr.sgml : 20040205 20040205162602 ACCESSION NUMBER: 0000950137-04-000573 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040205 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PC TEL INC CENTRAL INDEX KEY: 0001057083 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770364943 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27115 FILM NUMBER: 04570432 BUSINESS ADDRESS: STREET 1: 8725 W. HIGGINS RD. STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-243-3000 MAIL ADDRESS: STREET 1: 8725 W. HIGGINS RD STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60631 8-K 1 c82665e8vk.txt CURRENT REPORT ================================================================================ 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 1933 FEBRUARY 5, 2004 -------------------------------------------------------------- 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) (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 8725 W. HIGGINS ROAD CHICAGO, ILLINOIS 60631 -------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (773) 243-3000 -------------------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ================================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following exhibit is furnished herewith: 99.1 Press Release, dated February 5, 2004 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following information is intended to be furnished under Item 12 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 February 5, 2004, PCTEL, Inc. issued a press release announcing its financial results for its fourth fiscal quarter and its fiscal year ended December 31, 2003. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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: February 5, 2004 PCTEL, INC. By: /s/ John W. Schoen --------------------------------------- John W. Schoen, Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press Release, dated February 5, 2004 - -------------------------------------------------------------------------------- EX-99.1 3 c82665exv99w1.txt PRESS RELEASE, DATED 2/5/04 EXHIBIT 99.1 FOR IMMEDIATE RELEASE For further information contact: John Schoen Jack Seller COO/CFO Director, Marketing & PR PCTEL, Inc. PCTEL, Inc. (773) 243-3000 (773) 243-3016 john_schoen@pctel.com jack_seller@pctel.com PCTEL POSTS $18.3 MILLION IN FOURTH QUARTER REVENUE; $0.28 EPS FOR THE YEAR: COMPANY'S WIRELESS TRANSITION ON TRACK CHICAGO, IL - FEBRUARY 5, 2004 - PCTEL, Inc. (NASDAQ: PCTI), a leading provider of wireless solutions, today announced financial results for the fourth quarter ended December 31, 2003. This was the second full quarter of operating results following the company's sale of its legacy HSP modem product line to Conexant (NASDAQ: CNXT) in May 2003 as part of PCTEL's well-established wireless transition plan. Total revenue was $18.3 million for the fourth quarter of 2003, including $13.5 million in net licensing revenue related to an intellectual property settlement with Intel. Net income for the fourth quarter of 2003 was $8.0 million, or $0.39 per diluted share, compared to net income of $2.6 million, or $0.13 per diluted share reported in the fourth quarter of 2002. In addition to the significant intellectual property settlements during the fourth quarter, the company completed its negotiations with MAXRAD, leading to the acquisition of the leading antenna supplier just after the end of the year. MAXRAD products will add to PCTEL's wireless revenue during 2004. All of the revenue in the fourth quarter was related to wireless and licensing products. In the fourth quarter of 2003 the company had $3.5 million in wireless revenue and $14.8 million in licensing revenue and no HSP modem revenue. In the fourth quarter of 2002, the company had $0.1 million of wireless revenue, $1.0 million of licensing revenue, and $15.2 million in HSP modem revenue. For the year ended December 31, 2003, the company's total revenue was $45.6 million, comprised of $27.7 million of wireless and licensing revenue and $17.9 million of HSP modem revenue. In 2002 the company had $5.5 million of wireless and licensing revenue and $43.3 million of HSP modem revenue. Net income for 2003 was $5.9 million, or $0.28 per diluted share, compared to net income of $6.2 million, or $0.31 per diluted share in 2002. Earnings in 2002 included the benefit of over $7 million in inventory reserves. "The results show that we have made progress in creating value out of our intellectual property and in focusing on high growth wireless opportunities," said Marty Singer, PCTEL's chairman and CEO. "We now have the opportunity to build upon DTI's strong presence in wireless intelligence, Segue's reputation in simplifying mobility, and MAXRAD's leadership in high performance antennas. The three product families will rely upon PCTEL's financial strength and intellectual property portfolio. We are committed to wireless excellence and expanding our global presence." Cash and short-term investments on December 31, 2003 were $125.5 million, an increase of $16.6 million from the third quarter of 2003. As of December 31, 2003, the company has repurchased 1.54 million out of the 2.5 million shares authorized by the Board of Directors under its share buyback program. No shares were repurchased during the fourth quarter. CONFERENCE CALL / WEBCAST The company will hold a conference call at 4:00 PM CST (5:00 PM EST) today with Marty Singer, chairman and chief executive officer, and John Schoen, chief operating officer and chief financial officer. The session will include brief remarks, and can be accessed by calling (800) 545-9583 (U.S. / Canada) or (973) 317-5317 (international). To listen via the Internet, please visit, www.pctel.com, or http://www.shareholder.com/pctel/MediaList.cfm REPLAY: A replay will be available for two weeks after the call on PCTEL's web site at www.pctel.com or by calling (800) 428-6051 (U.S. / Canada) or (973) 709-2089 (international) access code: 326192. ABOUT PCTEL PCTEL, founded in March 1994, is a leading provider of Wi-Fi and cellular mobility software, software-defined radio products and access technology. PCTEL's Segue(TM) software products simplify installation, roaming, Internet access and billing. Its DTI product portfolio of OEM receivers and receiver-based products, measure and monitor cellular networks. MAXRAD designs, distributes, and supports innovative antenna solutions that facilitate and simplify wireless communications. The company protects its leadership position with a portfolio of more than 130 analog and broadband communications and wireless patents, issued or pending, including key and essential patents for modem technology. The company's products are sold or licensed to PC manufacturers, PC card and board manufacturers, wireless carriers, wireless ISPs, distributors, wireless test and measurement companies, and system integrators. PCTEL headquarters are located at 8725 West Higgins Road, Suite 400, Chicago, IL 60631. Telephone: 773-243-3000. For more information, please visit our web site at: http://www.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 expectations regarding the future growth of its wireless and licensing businesses 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, the ability to implement new technologies and obtain protection for the related intellectual property, and the risks inherent in potential acquisitions. 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. # # # PCTEL, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
Three Months Ended Twelve Months Ended December 31, December 31, --------------------------- ---------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------- REVENUES $ 18,311 $ 16,332 $ 45,600 $ 48,779 COST OF REVENUES 592 9,566 13,464 27,841 INVENTORY RECOVERY (1,873) (1,800) (7,221) ------------ ------------ ------------- ------------- GROSS PROFIT 17,719 8,639 33,936 28,159 ------------ ------------ ------------- ------------- OPERATING EXPENSES: Research and development 1,715 2,343 7,808 9,977 Sales and marketing 1,848 2,273 7,503 7,668 General and administrative 3,092 1,699 10,387 5,453 Amortization of goodwill and other intangible assets 343 38 1,124 88 Acquired in-process research and development 1,100 102 Restructuring charges 522 115 3,462 850 Gain on sale of assets and related royalties (500) (5,476) Amortization of deferred compensation 210 159 958 687 ------------ ------------ ------------- ------------- Total operating expenses 7,230 6,627 26,866 24,825 ------------ ------------ ------------- ------------- INCOME FROM OPERATIONS 10,489 2,012 7,070 3,334 OTHER INCOME, NET: Other income, net 263 623 1,383 3,254 ------------ ------------ ------------- ------------- INCOME BEFORE PROVISION FOR INCOME TAXES 10,752 2,635 8,453 6,588 PROVISION FOR INCOME TAXES 2,730 20 2,575 435 ------------ ------------ ------------- ------------- NET INCOME $ 8,022 $ 2,615 $ 5,878 $ 6,153 ============ ============ ============= ============= Basic earnings per share $ 0.41 $ 0.13 $ 0.29 $ 0.31 Shares used in computing basic earnings per share 19,722 19,599 20,145 19,806 Diluted earnings per share $ 0.39 $ 0.13 $ 0.28 $ 0.31 Shares used in computing diluted earnings per share 20,403 19,740 20,975 20,004
PCTEL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED, IN THOUSANDS)
December 31, December 31, 2003 2002 ------------------- ------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 106,007 $ 52,986 Restricted cash 278 347 Short-term investments 19,177 58,405 Accounts receivable, net 3,630 5,379 Inventories, net 1,267 1,115 Prepaid expenses and other assets 1,929 5,144 ------------------- ------------------- Total current assets 132,288 123,376 PROPERTY AND EQUIPMENT, net 1,197 1,532 GOODWILL 5,561 1,255 OTHER INTANGIBLE ASSETS, net 4,140 365 OTHER ASSETS 55 2,898 ------------------- ------------------- TOTAL ASSETS $ 143,241 $ 129,426 =================== =================== CURRENT LIABILITIES: Accounts payable $ 333 $ 1,498 Accrued royalties 3,208 3,658 Income taxes payable 7,359 6,289 Deferred revenue 2,960 263 Accrued liabilities 5,739 5,050 ------------------- ------------------- Total current liabilities 19,599 16,758 LONG-TERM LIABILITIES 736 115 ------------------- ------------------- Total liabilities 20,335 16,873 ------------------- ------------------- STOCKHOLDERS' EQUITY: Common stock 20 20 Additional paid-in capital 155,548 152,272 Deferred compensation (2,552) (3,958) Accumulated deficit (30,201) (36,079) Accumulated other comprehensive income 91 298 ------------------- ------------------- Total stockholders' equity 122,906 112,553 ------------------- ------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 143,241 $ 129,426 =================== ===================
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