-----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, WxnZZZCE8W2rBkdebZqlk+flgsHkwezobtsk+i6BVho2BxCSnx7DWAShpkV/Lmfj HN3YPArGas/JcZvhSLcavA== 0000950137-05-009228.txt : 20050728 0000950137-05-009228.hdr.sgml : 20050728 20050728163125 ACCESSION NUMBER: 0000950137-05-009228 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050728 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050728 DATE AS OF CHANGE: 20050728 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: 05981487 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 c97110e8vk.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 JULY 28, 2005 -------------------------------------------------------------- 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 OF (COMMISSION FILE NUMBER) (IRS EMPLOYER INCORPORATION) 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 July 28, 2005, PCTEL, Inc. issued a press release regarding its financial results for its second fiscal quarter ended June 30, 2005. 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 July 28, 2005, of PCTEL, Inc. announcing its financial results for its second fiscal quarter ended June 30, 2005 -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: July 28, 2005 PCTEL, INC. By: /s/ John W. Schoen ------------------------------------------- John W. Schoen, Chief Financial Officer -3- EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 99.1 Press Release, dated July 28, 2005, of PCTEL, Inc. announcing its financial results for its second fiscal quarter ended June 30, 2005
-4- EX-99.1 2 c97110exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE For further information contact: John Schoen Jack Seller CFO Director, Marketing PCTEL, Inc. PCTEL, Inc. (773)-243-3000 (773) 243-3016 jack.seller@pctel.com PCTEL REPORTS RECORD WIRELESS REVENUE TOTAL REVENUE GROWS TO $18.3 MILLION 59 PERCENT GROWTH OVER SAME QUARTER LAST YEAR ANTENNA PRODUCTS GROUP REACHES $13.4 MILLION CHICAGO, IL - JULY 28, 2005 - PCTEL, Inc. (NASDAQ: PCTI), a global leader in simplifying broadband mobility, today announced financial results for the quarter ending June 30, 2005. The company reported revenue of $18.3 million for the period, including $18.0 million of wireless revenue and $0.3 million of modem related licensing revenue. This compares with $11.5 million of revenue in the same quarter of 2004, which included $10.1 million of wireless revenue and $1.4 million of modem related licensing revenue. Wireless revenues increased 24 percent over the first quarter of 2005. The increase in revenues reflects the strong contribution of new antenna product lines such as satellite radio demonstration systems, Wi-Fi, and GPS and the continued demand for UMTS scanners and the Mobility Solutions Group (MSG) connectivity solutions. Net loss for the quarter was $(0.3) million, or $(0.02) per diluted share, compared to a net loss of $(0.7) million, or $(0.03) per diluted share for the second quarter of 2004. Results include non-cash based expenses related to amortization of intangible assets from acquisitions and non-cash compensation related to restricted stock. The sum of those expenses in the second quarter of 2005 and 2004 were $1.8 million and $1.1 million, respectively. On July 4, PCTEL acquired Sigma Wireless Technologies Limited, a company based in Ireland that develops and distributes variable tilt antennas that are crucial to the deployment of UMTS networks. The results of Sigma's operations will be included in the company's results starting in the third quarter 2005. "We continue to make progress," said Marty Singer, PCTEL's Chairman and CEO. "During the past quarter we saw extraordinary demand for our antenna products as we completed our move to our new facility. At the same time, the global shift to the new UMTS networks has created strong demand for our high performance, multi-mode scanners. This trend also has created a requirement for the integrated variable tilt antenna technology that we recently acquired with Sigma Wireless Technologies. Finally, we launched our VoIP Roaming Client and we have established a strong customer footprint that will continue to grow. Our recent announcements describing our relationships with Kyocera, NTT DoCoMo and NTT Communications reflect the traction with our Roaming Client products," added Singer. The growth in UMTS networks is favorably impacting revenue, according to the company. So far year to date, the revenue related to UMTS scanners is a major driver of the revenue growth from last year in our RF Solutions Group. Cash and short-term investments on June 30, 2005 were $82.1 million, compared to $84.1 million on March 31, 2005. As of June 30, 2005, the company has repurchased 2.0 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 second quarter. CONFERENCE CALL/WEBCAST The company will hold a conference call at 5:15 PM CDT (6:15 PM EDT) today, Thursday, July 28, 2005 with Marty Singer, chairman and chief executive officer, and John Schoen, chief financial officer. PCTEL will not be responding to inquiries regarding its financial results until the conference call. The session can be accessed by calling (800) 289-0508 (U.S./Canada) or (913) 981-5550 (international). To listen via the Internet, please visit, www.pctel.com, or http://investor.pctel.com/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: 1282043. ABOUT PCTEL PCTEL, Inc. (Nasdaq:PCTI), is a global leader in simplifying broadband mobility. PCTEL's Antenna Products Group (http://antenna.pctel.com) designs, distributes, and supports innovative antenna solutions for public safety applications, unlicensed and licensed wireless broadband, fleet management, network timing, and other GPS applications. PCTEL's Mobility Solutions' (http://mobilitysolutions.pctel.com) software tools provide secure, access independent, remote connectivity to the Internet and VoIP capability for converged handsets. PCTEL's RF Solutions' (http://rfsolutions.pctel.com) portfolio of OEM receivers, receiver based products and interference management solutions are used to measure, monitor and optimize cellular networks. PCTEL protects its leadership position with a portfolio of more than 130 analog and broadband communications, wireless and antenna patents, issued or pending. The company's products are sold or licensed to wireless carriers, wireless ISPs, distributors, system integrators, wireless test and measurement companies, wireless network equipment and handset manufacturers, PC card manufacturers and government agencies. 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. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
Three Months Ended Six Months Ended June 30, June 30, ----------------------- ----------------------- 2005 2004 2005 2004 -------- -------- -------- -------- REVENUES $ 18,313 $ 11,498 $ 33,320 $ 22,188 COST OF REVENUES (includes non-cash compensation of $6 and $0 for the three months, and $8 and $0 for the six months respectively) 9,609 4,233 17,178 8,002 -------- -------- -------- -------- GROSS PROFIT 8,704 7,265 16,142 14,186 -------- -------- -------- -------- OPERATING EXPENSES: Research and development (includes non-cash compensation of $70 and $27 for the three months, and $120 and $52 for the six months, respectively) 2,434 2,154 4,905 4,210 Sales and marketing (includes non-cash compensation of $183 and $76 for the three months, and $315 and $142 for the six months, respectively) 2,934 2,611 6,048 5,612 General and administrative (includes non-cash compensation of $663 and $243 for the three months, and $1,140 and $461 for the six months, respectively) 3,865 3,466 8,031 6,859 Amortization of other intangible assets 854 711 1,737 1,422 Restructuring charges (70) (8) (70) (59) Gain on sale of assets and related royalties (500) (500) (1,000) (1,000) -------- -------- -------- -------- Total operating expenses 9,517 8,434 19,651 17,044 -------- -------- -------- -------- LOSS FROM OPERATIONS (813) (1,169) (3,509) (2,858) OTHER INCOME, NET 431 271 970 510 -------- -------- -------- -------- LOSS BEFORE PROVISION (BENEFIT) FOR INCOME TAXES (382) (898) (2,539) (2,348) PROVISION (BENEFIT) FOR INCOME TAXES (60) (190) 101 (1,172) -------- -------- -------- -------- NET LOSS $ (322) $ (708) $ (2,640) $ (1,176) ======== ======== ======== ======== Basic loss per share $ (0.02) $ (0.03) $ (0.13) $ (0.06) Shares used in computing basic loss per share 20,135 20,259 19,601 20,074 Diluted loss per share $ (0.02) $ (0.03) $ (0.13) $ (0.06) Shares used in computing diluted loss per share 20,135 20,259 19,601 20,074
PCTEL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED, IN THOUSANDS)
June 30, December 31, 2005 2004 --------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 81,864 $ 83,887 Restricted cash 208 208 Accounts receivable, net 13,153 10,819 Inventories, net 8,932 8,554 Prepaid expenses and other assets 2,760 2,969 --------- --------- Total current assets 106,917 106,437 PROPERTY AND EQUIPMENT, net 9,853 9,746 GOODWILL 14,105 14,114 OTHER INTANGIBLE ASSETS, net 9,891 11,628 OTHER ASSETS 1,797 180 --------- --------- TOTAL ASSETS $ 142,563 $ 142,105 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 2,700 $ 1,085 Income taxes payable 5,453 5,692 Deferred revenue 2,679 1,738 Accrued liabilities 7,845 10,151 --------- --------- Total current liabilities 18,677 18,666 LONG-TERM LIABILITIES 1,431 516 --------- --------- Total liabilities 20,108 19,182 --------- --------- STOCKHOLDERS' EQUITY: Common stock 21 21 Additional paid-in capital 164,942 160,180 Deferred compensation (6,982) (4,422) Accumulated deficit (35,578) (32,939) Accumulated other comprehensive income 52 83 --------- --------- Total stockholders' equity 122,455 122,923 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 142,563 $ 142,105 ========= =========
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