-----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, P50nTDt+iuttrIexXhKA/roA5OJkoH0IMK+7aTeEmAOQm2hU1f2DDQFGeB48GEnD tE+sJIARLKYn9/WyJzAY6g== 0000950137-04-009285.txt : 20041101 0000950137-04-009285.hdr.sgml : 20041101 20041101163145 ACCESSION NUMBER: 0000950137-04-009285 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041101 DATE AS OF CHANGE: 20041101 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: 041110181 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 c89250e8vk.txt CURRENT REPORT ================================================================================ 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 NOVEMBER 1, 2004 -------------------------------------------------------------- DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) PCTEL, INC. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 000-27115 77-0364943 - -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) 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) - -------------------------------------------------------------------------------- (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ SECTION 2 - FINANCIAL INFORMATION 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 November 1, 2004, PCTEL, Inc. issued a press release regarding its financial results for its third fiscal quarter ended September 30, 2004. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following exhibit is furnished herewith: 99.1 Press Release, dated November 1, 2004, of PCTEL, Inc. announcing its financial results for its third fiscal quarter ended September 30, 2004 -2- 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. Date: November 1, 2004 PCTEL, INC. By: /s/ John W. Schoen ------------------------------- John W. Schoen, Chief Financial Officer -3- EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 99.1 Press Release, dated November 1, 2004, of PCTEL, Inc. announcing its financial results for its third fiscal quarter ended September 30, 2004
-4- EX-99.1 2 c89250exv99w1.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 $10.7 MILLION IN THIRD QUARTER REVENUE WIRELESS REVENUE UP 190% OVER THIRD QUARTER LAST YEAR CHICAGO, IL - NOVEMBER 1, 2004 - PCTEL, Inc. (NASDAQ: PCTI), a global leader in simplifying mobility, today announced financial results for the third quarter ended September 30, 2004. Total revenue was $10.7 million for the third quarter of 2004, including $9.3 million of wireless product revenue and $1.4 million of licensing revenue. This compares to $4.0 million of revenue in the third quarter 2003, which included $3.2 million of wireless revenue, $0.8 million of licensing revenue. The increase in wireless revenue was primarily due to the acquisition of MAXRAD in the first quarter 2004 and wireless carrier contract wins to date for the Company's Mobility Solutions software products. Net loss for the third quarter of 2004 was $(2.6) million, or $(0.13) per diluted share, compared to net loss of $(2.3) million, or $(0.12) per diluted share reported in the third quarter of 2003. Last year's third quarter was the first full quarter without any modem revenues. The company previously announced the acquisition of several antenna product lines from Andrew Corporation (NASDAQ: ANDW). That transaction closed on October 29, 2004 and the results from operations will be reported in the fourth quarter. "We are pleased with our continued progress in growing a strong, wireless business," said Marty Singer, PCTEL's Chairman and CEO. "While we had anticipated stronger growth for our SoftAP(TM) and for our government products for signal intelligence (SIGINT) applications, we made great progress in expanding our footprint with carriers for both our Roaming Client and CLARIFY and scanning receiver products. We were particularly pleased with our penetration of certain OEM accounts for our Maxrad Product Group and the progress that we made in closing our fourth acquisition in less than two and half years," added Singer. Since June 2002, PCTEL acquired CyberPixie, now its Mobility Solutions Group; DTI, now its RF Solutions Group; Maxrad, now its Maxrad Product Group, and two new product lines from Andrew Corporation. During the same period, PCTEL divested its modem product line. Cash and short-term investments on September 30, 2004 were $102.3 million, a decrease of $1.3 million from the second quarter of 2004. The decrease is primarily attributed to the stock buyback program. The company repurchased 155,700 of its shares during the quarter just ended. As of September 30, 2004, the company has repurchased 1.86 million out of the 2.5 million shares authorized by the Board of Directors under its share buyback program. 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 (913) 981-4910 (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 (888) 203-1112 (U.S. / Canada) or (719) 457-0820 (international) access code: 835575. 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 are used to 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 wireless carriers, wireless ISPs, distributors, wireless test and measurement companies, system integrators, PC manufacturers and PC card and board manufacturers. 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 Nine Months Ended September 30, September 30, ---------------------- ---------------------- 2004 2003 2004 2003 -------- -------- -------- -------- REVENUES ...................................................... $ 10,735 $ 4,030 $ 32,923 $ 27,288 COST OF REVENUES .............................................. 4,450 755 12,451 12,871 INVENTORY RECOVERY ............................................ - - - (1,800) -------- -------- -------- -------- GROSS PROFIT .................................................. 6,285 3,275 20,472 16,217 -------- -------- -------- -------- OPERATING EXPENSES: Research and development ................................ 1,972 1,792 6,129 6,093 Sales and marketing ..................................... 2,612 1,501 8,081 5,655 General and administrative .............................. 3,761 2,644 10,160 7,295 Amortization of other intangible assets ................. 709 343 2,132 781 Acquired in-process research and development ............ - - - 1,100 Restructuring charges ................................... (136) 288 (195) 2,940 Gain on sale of assets and related royalties ............ (500) (644) (1,500) (4,976) Amortization of deferred compensation ................... 384 208 1,040 748 -------- -------- -------- -------- Total operating expenses ........................... 8,802 6,132 25,847 19,636 -------- -------- -------- -------- LOSS FROM OPERATIONS .......................................... (2,517) (2,857) (5,375) (3,419) OTHER INCOME, NET ............................................. 349 291 859 1,120 -------- -------- -------- -------- LOSS BEFORE PROVISION (BENEFIT) FOR INCOME TAXES .............. (2,168) (2,566) (4,516) (2,299) PROVISION (BENEFIT) FOR INCOME TAXES .......................... 458 (248) (714) (155) -------- -------- -------- -------- NET LOSS ...................................................... $ (2,626) $ (2,318) $ (3,802) $ (2,144) ======== ======== ======== ======== Basic earnings (loss) per share ............................... $ (0.13) $ (0.12) $ (0.19) $ (0.11) Shares used in computing basic earnings (loss) per share ...... 20,174 19,663 20,129 19,913 Diluted earnings (loss) per share ............................. $ (0.13) $ (0.12) $ (0.19) $ (0.11) Shares used in computing diluted earnings (loss) per share .... 20,174 19,663 20,129 19,913
PCTEL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED, IN THOUSANDS)
September 30, December 31, 2004 2003 ------------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents ................. $102,085 $106,007 Restricted cash ........................... 208 278 Short-term investments .................... - 19,177 Accounts receivable, net .................. 6,788 3,630 Inventories, net .......................... 3,630 1,267 Prepaid expenses and other assets ......... 2,240 1,929 -------- -------- Total current assets ............... 114,951 132,288 PROPERTY AND EQUIPMENT, net ...................... 4,479 1,197 GOODWILL ......................................... 11,574 5,561 OTHER INTANGIBLE ASSETS, net ..................... 8,668 4,140 OTHER ASSETS ..................................... 186 55 -------- -------- TOTAL ASSETS ..................................... $139,858 $143,241 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable .......................... $ 1,340 $ 333 Accrued royalties ......................... 3,216 3,208 Income taxes payable ...................... 5,574 7,359 Deferred revenue .......................... 2,118 2,960 Accrued liabilities ....................... 5,455 5,739 -------- -------- Total current liabilities .......... 17,703 19,599 LONG-TERM LIABILITIES ............................ 343 736 -------- -------- Total liabilities .................. 18,046 20,335 -------- -------- STOCKHOLDERS' EQUITY: Common stock .............................. 21 20 Additional paid-in capital ................ 160,454 155,548 Deferred compensation ..................... (4,711) (2,552) Accumulated deficit ....................... (34,003) (30,201) Accumulated other comprehensive income .... 51 91 -------- -------- Total stockholders' equity ......... 121,812 122,906 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....... $139,858 $143,241 ======== ========
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