-----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, EW7nIVEcPuATb0EZiXfD/9SFZkXu3syBQORtYJYaWJu1kuZYfSV3jX1IjWqmF68y Y5fpC/oOTWRW4ejyApVhpg== 0000950137-04-006130.txt : 20040803 0000950137-04-006130.hdr.sgml : 20040803 20040803162615 ACCESSION NUMBER: 0000950137-04-006130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040803 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040803 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: 04948792 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 c87256e8vk.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 1934 AUGUST 3, 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, SUITE 400 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 August 3, 2004, of PCTEL, Inc. announcing its financial results for the fiscal quarter ended June 30, 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 August 3, 2004, PCTEL, Inc. issued a press release regarding its financial results for its second fiscal quarter ended June 30, 2004. 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: August 3, 2004 PCTEL, INC. By: /s/ John W. Schoen --------------------------------------- John W. Schoen, Chief Financial Officer Exhibit Number Description - ------- ----------- 99.1 Press Release, dated August 3, 2004, of PCTEL, Inc. announcing its financial results for the fiscal quarter ended June 30, 2004 EX-99.1 2 c87256exv99w1.txt PRESS RELEASE 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 jack_seller@pctel.com PCTEL POSTS $11.5 MILLION IN SECOND QUARTER REVENUE WIRELESS REVENUE UP 349% OVER SECOND QUARTER LAST YEAR CHICAGO, IL - AUGUST 3, 2004 - PCTEL, Inc. (NASDAQ: PCTI), a global leader in simplifying mobility, today announced financial results for the second quarter ended June 30, 2004. This was the fourth 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 $11.5 million for the second quarter of 2004, including $10.1 million of wireless product revenue and $1.4 million of licensing revenue. This compares to $10.2 million of revenue in the second quarter 2003, which included $2.3 million of wireless revenue, $0.9 million of licensing revenue, and $7.0 million of HSP modem revenue. The increase in wireless revenue was primarily due to the acquisition of MAXRAD in the first quarter 2004, wireless carrier contract wins to date for the Company's Mobility Solutions software products, and increased demand for its wireless test products through the RF Solutions Group. Net loss for the second quarter of 2004 was $(0.7) million, or $(0.03) per diluted share, compared to net income of $1.1 million, or $0.05 per diluted share reported in the second quarter of 2003. The second quarter last year included a net gain on the HSP modem sale of $1.8 million, which was comprised of a $4.3 million gain offset by $2.5 million of related restructuring cost. "We continue to deliver what we promised to the industry and our stockholders: products that simplify mobility and predictable financial performance," said Marty Singer, PCTEL's Chairman and CEO. "In the second quarter, we launched new connectivity tools with T-Mobile and GoRemote; penetrated new markets with our CLARIFY(TM) Interference Management System and our UMTS scanners; and expanded our portfolio of WiFi and broadband antennas. PCTEL continues to build upon the three new business platforms that we acquired over the past two years. Going forward, we expect to begin to realize the benefits from our efforts in integrating our sales and marketing across our three product groups," added Singer. Cash and short-term investments on June 30, 2004 were $103.6 million, a decrease of $3.8 million from the first quarter of 2004. The decrease is primarily attributed to increases in working capital and the stock buyback program. As of June 30, 2004, the company has repurchased 1.71 million out of the 2.5 million shares authorized by the Board of Directors under its share buyback program. The company repurchased 170,300 of its shares during the quarter just ended. CONFERENCE CALL / WEBCAST The company will hold a conference call at 4:00 PM CDT (5:00 PM EDT) 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: 361989. ABOUT PCTEL PCTEL (NASDAQ: PCTI), founded in March 1994, is a global leader in simplifying mobility. PCTEL's Mobility Solutions' software tools simplify installation, roaming, Internet access and billing. PCTEL's RF Solutions' portfolio of OEM receivers and receiver-based products, measure and monitor cellular networks. PCTEL's MAXRAD Product Group designs, distributes, and supports innovative antenna solutions that facilitate and simplify wireless communications. PCTEL 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 its future business prospects and 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. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
Three Months Ended Six Months Ended June 30, June 30, ------------------------- ------------------------- 2004 2003 2004 2003 -------- -------- -------- -------- REVENUES $ 11,498 $ 10,176 $ 22,188 $ 23,258 COST OF REVENUES 4,233 4,210 8,002 12,117 INVENTORY RECOVERY - (452) - (1,800) -------- -------- -------- -------- GROSS PROFIT 7,265 6,418 14,186 12,941 -------- -------- -------- -------- OPERATING EXPENSES: Research and development 2,127 2,183 4,158 4,301 Sales and marketing 2,536 1,892 5,470 4,154 General and administrative 3,223 2,800 6,398 4,651 Amortization of other intangible assets 711 339 1,422 438 Acquired in-process research and development - - - 1,100 Restructuring charges (8) 2,496 (59) 2,651 Gain on sale of assets and related royalties (500) (4,332) (1,000) (4,332) Amortization of deferred compensation 345 241 655 540 -------- -------- -------- -------- Total operating expenses 8,434 5,619 17,044 13,503 -------- -------- -------- -------- INCOME (LOSS) FROM OPERATIONS (1,169) 799 (2,858) (562) OTHER INCOME, NET 271 334 510 829 -------- -------- -------- -------- INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES (898) 1,133 (2,348) 267 PROVISION (BENEFIT) FOR INCOME TAXES (190) 29 (1,172) 93 -------- -------- -------- -------- NET INCOME (LOSS) $ (708) $ 1,104 $ (1,176) $ 174 ======== ======== ======== ======== Basic earnings (loss) per share $ (0.03) $ 0.06 $ (0.06) $ 0.01 Shares used in computing basic earnings (loss) per share 20,259 19,469 20,074 19,733 Diluted earnings (loss) per share $ (0.03) $ 0.05 $ (0.06) $ 0.01 Shares used in computing diluted earnings (loss) per share 20,259 20,807 20,074 20,635
PCTEL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED, IN THOUSANDS)
June 30, December 31, 2004 2003 --------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 101,451 $ 106,007 Restricted cash 278 278 Short-term investments 1,861 19,177 Accounts receivable, net 7,403 3,630 Inventories, net 3,367 1,267 Prepaid expenses and other assets 3,491 1,929 --------- --------- Total current assets 117,851 132,288 PROPERTY AND EQUIPMENT, net 4,528 1,197 GOODWILL 11,662 5,561 OTHER INTANGIBLE ASSETS, net 9,618 4,140 OTHER ASSETS 70 55 --------- --------- TOTAL ASSETS $ 143,729 $ 143,241 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,613 $ 333 Accrued royalties 3,213 3,208 Income taxes payable 5,456 7,359 Deferred revenue 1,832 2,960 Accrued liabilities 5,333 5,739 --------- --------- Total current liabilities 17,447 19,599 LONG-TERM LIABILITIES 366 736 --------- --------- Total liabilities 17,813 20,335 --------- --------- STOCKHOLDERS' EQUITY: Common stock 21 20 Additional paid-in capital 161,842 155,548 Deferred compensation (4,629) (2,552) Accumulated deficit (31,377) (30,201) Accumulated other comprehensive income 59 91 --------- --------- Total stockholders' equity 125,916 122,906 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 143,729 $ 143,241 ========= =========
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