-----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, M/tSJ4hMZl+byNgxIKhqn7pOvkdSQXyanWowcZKXVaMFVXpftuosFsDD1lesWZ70 4Frhb4JahS7Fv1uv+o18sw== 0000950137-06-002157.txt : 20060223 0000950137-06-002157.hdr.sgml : 20060223 20060223170754 ACCESSION NUMBER: 0000950137-06-002157 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060223 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060223 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: 06640134 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 c02801e8vk.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 FEBRUARY 23, 2006 ------------------------------------------------------- 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 FILE NUMBER) (IRS EMPLOYER OF 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 February 23, 2006, PCTEL, Inc. issued a press release regarding its financial results for its fourth fiscal quarter and fiscal year ended December 31, 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 (d) Exhibits The following exhibit is furnished herewith: 99.1 Press Release, dated February 23, 2006, of PCTEL, Inc. announcing its financial results for its fourth fiscal quarter and fiscal year ended December 31, 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: February 23, 2006 PCTEL, INC. By: /s/ John Schoen --------------------------------------- John W. Schoen, Chief Financial Officer -3- EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release, dated February 23, 2006, of PCTEL, Inc. announcing its financial results for its fourth fiscal quarter and fiscal year ended December 31, 2005 -4- EX-99.1 2 c02801exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE For further information contact: John Schoen Jack Seller COO/CFO Public Relations PCTEL, Inc. PCTEL, Inc. (773) 243-3000 (773) 243-3016 JACK.SELLER@PCTEL.COM PCTEL POSTS $22.8 MILLION IN FOURTH QUARTER REVENUE FINISHES 2005 WITH $77.7 MILLION IN REVENUE UP 61 PERCENT OVER PRIOR YEAR CHICAGO, FEBRUARY 23, 2006 -- PCTEL, Inc. (NASDAQ: PCTI), a leader in broadband wireless solutions, announced record revenue for the fourth quarter ending December 31, 2005 and for the entire year. Financial highlights of the quarter and year were: o $22.8 MILLION in revenue for the quarter, which is an increase of 49 percent over the fourth quarter 2004. Revenue for the year ended December 31, 2005 is $77.7 million, up 61 percent from the same period in the prior year. o $15.3 MILLION in revenue for the quarter from the Antenna Products Group. This is an increase of 56 percent over the fourth quarter last year. Revenue for the year is $54.2 million, up 105% from 2004. The comparisons are favorably impacted by the acquisition of GPS and mobile antenna product lines from Andrew in Q4 2004 and the acquisition of the iVET(TM) product line during the third quarter of 2005. Without those acquisitions, APG revenue increased 28% over the prior year. o $2.4 MILLION in revenue for the quarter from the Mobility Solutions Group. This is an increase of 119 percent over the fourth quarter last year. Revenue for the year is up 35 percent over 2004. o $4.2 MILLION in revenue for the quarter from the RF Solutions Group. This is record performance for this group and reflects the strong contribution of UMTS scanner sales and growth of the CLARIFY(R) product line. This is a 29 percent increase over the fourth quarter of last year. Revenue for the year is up $3.6 million over 2004 or 33 percent. o $0.9 MILLION in licensing revenue for the quarter. This includes the benefit of PCTEL's settlement with US Robotics. o A GAAP NET LOSS OF $(0.2) MILLION FOR THE QUARTER, OR $(0.01) PER SHARE, compared to $1.1 million net income, or $0.05 per share for the same period in 2004. Fourth quarter results last year included $3.2 million, or $0.16 per share, of non-cash income from a one time reversal of a reserve related to the modem product lines that we divested in 2003. Net loss, under GAAP, for the year ended December 31, 2005 was $(3.7) million, or $(0.18) per share, compared to a net loss of $(2.7) million, or $(0.14) per share for 2004. o NON-GAAP NET INCOME OF $2.2 MILLION FOR THE QUARTER, OR $0.11 PER SHARE, compared to $2.3 million net income, or $0.11 per share for the same period in 2004. Non-GAAP net income for the year ended December 31, 2005 was $4.5 million, or $0.22 per share, compared to net income of $1.7 million, or $0.08 per share for 2004. The company's reporting of non-GAAP income excludes non-cash based expenses for the amortization of restricted stock awards and amortization of intangible assets related to the company's acquisitions. Those expenses were $2.4 million in the fourth quarter 2005 compared to $1.2 million for the same period a year ago, and $8.2 million for the year ended December 31, 2005 compared to $4.4 million in 2004. o $59.2 MILLION OF CASH at December 31, 2005, up $0.6 million from September 30, 2005. "PCTEL's management team is encouraged by the company's fourth quarter results," said Marty Singer, PCTEL's Chairman and CEO. "Our organic investments and acquisitions have exposed us to the exciting growth associated with wireless broadband. This includes UMTS, Wi-Fi, WiMax, and the emergence of converged devices. We are well positioned to participate in these markets. Our 2006 focus points are top-line revenue growth, operational effectiveness, improvements in gross margin, and continued development and delivery of broadband wireless products," added Singer. The company will discuss these results and the market trends driving the increased revenue during its scheduled earnings teleconference today at 6:15 PM EST. CONFERENCE CALL / WEBCAST The company will hold a conference call at 6:15 PM EST (5:15 PM CST) today, Thursday, February 23, 2006 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: 7570147. ABOUT PCTEL PCTEL, Inc. (Nasdaq: PCTI), which is headquartered in Chicago, is a global leader in wireless broadband solutions. 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. For more information, please visit the company's 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 broadband wireless products and the emergence of converged devices and operational effectiveness 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 ability to integrate acquired businesses and products. 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 Twelve Months Ended December 31, December 31, ---------------------- ---------------------- 2005 2004 2005 2004 -------- -------- -------- -------- REVENUES $ 22,794 $ 15,298 $ 77,746 $ 48,221 COST OF REVENUES 12,107 7,335 40,878 19,786 MODEM ROYALTY EXPENSE RECOVERY -- (3,208) -- (3,208) -------- -------- -------- -------- GROSS PROFIT 10,687 11,171 36,868 31,643 -------- -------- -------- -------- OPERATING EXPENSES: Research and development 2,548 2,405 10,015 8,614 Sales and marketing 3,388 2,948 13,074 11,247 General and administrative 4,700 4,514 16,836 15,416 Amortization of other intangible assets 1,170 840 4,137 2,972 Restructuring charges -- 129 (70) (66) Gain on sale of assets and related royalties (500) (500) (2,100) (2,000) -------- -------- -------- -------- Total operating expenses 11,306 10,336 41,892 36,183 -------- -------- -------- -------- INCOME (LOSS) FROM OPERATIONS (619) 835 (5,024) (4,540) OTHER INCOME, NET 502 402 1,546 1,261 -------- -------- -------- -------- INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES (117) 1,237 (3,478) (3,279) PROVISION (BENEFIT) FOR INCOME TAXES 39 173 235 (541) -------- -------- -------- -------- NET INCOME (LOSS) $ (156) $ 1,064 $ (3,713) $ (2,738) ======== ======== ======== ======== Basic earnings (loss) per share $ (0.01) $ 0.05 $ (0.18) $ (0.14) Shares used in computing basic earnings (loss) per share 20,257 20,024 20,146 20,074 Diluted earnings (loss) per share $ (0.01) $ 0.05 $ (0.18) $ (0.14) Shares used in computing diluted earnings (loss) per share 20,257 20,179 20,146 20,074
PCTEL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED, IN THOUSANDS)
December 31, December 31, 2005 2004 --------- --------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 58,966 $ 83,887 Restricted cash 208 208 Accounts receivable, net 13,725 10,819 Inventories, net 9,547 8,554 Prepaid expenses and other assets 3,179 2,969 --------- --------- Total current assets 85,625 106,437 PROPERTY AND EQUIPMENT, net 11,190 9,746 GOODWILL 31,020 14,114 OTHER INTANGIBLE ASSETS, net 16,457 11,628 OTHER ASSETS 1,217 180 --------- --------- TOTAL ASSETS $ 145,509 $ 142,105 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 2,251 $ 1,085 Income taxes payable 5,297 5,692 Deferred revenue 1,944 1,738 Accrued liabilities 6,448 9,301 --------- --------- Total current liabilities 15,940 17,816 LONG-TERM LIABILITIES 5,542 1,366 --------- --------- Total liabilities 21,482 19,182 --------- --------- STOCKHOLDERS' EQUITY: Common stock 22 21 Additional paid-in capital 167,829 160,180 Deferred compensation (7,004) (4,422) Accumulated deficit (36,652) (32,938) Accumulated other comprehensive income (168) 82 --------- --------- Total stockholders' equity 124,027 122,923 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 145,509 $ 142,105 ========= =========
PCTEL, INC. REVENUE AND GROSS PROFIT BY SEGMENT (UNAUDITED, IN THOUSANDS)
Three Months Ended Twelve Months Ended December 31, December 31, ---------------------- ---------------------- 2005 2004 2005 2004 -------- -------- -------- -------- REVENUES: - --------- APG $ 15,282 $ 9,826 $ 54,249 $ 26,451 RFS 4,232 3,283 14,343 10,768 MSG 2,432 1,109 6,922 5,129 LICENSING 868 1,100 2,289 5,936 MODEMS -- -- -- -- Eliminations (20) (20) (57) (63) -------- -------- -------- -------- TOTAL REVENUES $ 22,794 $ 15,298 $ 77,746 $ 48,221 GROSS PROFIT: - ------------- APG $ 4,319 $ 3,692 $ 17,604 $ 10,637 RFS 3,119 2,138 10,295 7,177 MSG 2,392 1,045 6,762 4,937 LICENSING 864 1,092 2,207 5,693 MODEMS -- 3,208 -- 3,208 Eliminations (7) (4) -- (9) -------- -------- -------- -------- TOTAL GROSS PROFIT $ 10,687 $ 11,171 $ 36,868 $ 31,643
PCTEL, INC. RECONCILIATION OF NON GAAP TO GAAP RESULTS OF OPERATIONS (A) (UNAUDITED, IN THOUSANDS)
Three Months Ended December 31, 2005 Three Months Ended December 31, 2004 -------------------------------------- -------------------------------------- As Non-GAAP Non As Non-GAAP Non Reported Adjustments (a) GAAP Reported Adjustments (a) GAAP -------- ----------- ---- -------- ----------- ---- REVENUES $22,794 $22,794 $15,298 $15,298 COST OF REVENUES 12,107 (81) (b) 12,026 7,335 7,335 MODEM ROYALTY EXPENSE RECOVERY - - (3,208) (3,208) ---------- ----------- ---------- ---------- ----------- GROSS PROFIT 10,687 81 10,768 11,171 11,171 OPERATING EXPENSES: Research and development 2,548 (97) (b) 2,451 2,405 (29) (b) 2,376 Sales and marketing 3,388 (240) (b) 3,148 2,948 (85) (b) 2,863 General and administrative 4,700 (768) (b) 3,932 4,514 (271) (b) 4,243 Amortization of other intangible assets 1,170 (1,170) -- 840 (840) -- Restructuring charges -- -- 129 129 Gain on sale of assets and related royalties (500) (500) (500) (500) ---------- ----------- ---------- ---------- ----------- ----------- Total operating expenses 11,306 (2,275) 9,031 10,336 (1,225) 9,111 ---------- ----------- ---------- ---------- ----------- ----------- INCOME (LOSS) FROM OPERATIONS (619) 2,356 1,737 835 1,225 2,060 OTHER INCOME, NET 502 502 402 402 ---------- ----------- ---------- ---------- ----------- ----------- INCOME (LOSS) BEFORE INCOME TAXES (117) 2,356 2,239 1,237 1,225 2,462 PROVISION FOR INCOME TAXES 39 39 173 173 ---------- ----------- ---------- ---------- ----------- ----------- NET INCOME (LOSS) $ (156) $ 2,356 $ 2,200 $ 1,064 $ 1,225 $ 2,289 ========== =========== ========== ========== =========== =========== Earnings (loss) per share Basic $ (0.01) $ 0.11 $ 0.05 $ 0.11 Diluted $ (0.01) $ 0.11 $ 0.05 $ 0.11 Shares used in computing EPS (in thousands) Basic 20,257 20,257 20,024 20,024 Diluted 20,257 20,854 20,179 20,179
(a) These adjustments reconcile the Company's GAAP results of operations to its non-GAAP results of operations. The Company believes that presentation of results excluding items such as non-cash share-based compensation and amortization of intangible assets 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. Neither the Company's GAAP nor non-GAAP results of operations include the accounting impact had the Company chosen to apply the fair-value recognition provisions of SFAS No. 123 or SFAS No. 123 revised (123R) to expense share-based compensation related to stock options, the impact of which is disclosed in the Company's Forms 10-Q and 10-K as filed with the SEC. The Company will adopt SFAS No. 123R in its first fiscal quarter ending March 31, 2006. (b) This adjustment reflects the non cash stock based compensation expense for restricted stock grants and stock bonuses awarded to the Company's employees. PCTEL, INC. RECONCILIATION OF NON GAAP TO GAAP RESULTS OF OPERATIONS (A) (UNAUDITED, IN THOUSANDS)
Year Ended December 31, 2005 Year Ended December 31, 2004 ------------------------------------- -------------------------------------- As Non-GAAP Non As Non-GAAP Non Reported Adjustments (a) GAAP Reported Adjustments (a) GAAP -------- ----------- ---- -------- ----------- ---- REVENUES $ 77,746 $ 77,746 $ 48,221 $ 48,221 COST OF REVENUES 40,878 (164) (b) 40,714 19,786 19,786 MODEM ROYALTY EXPENSE RECOVERY (3,208) (3,208) -------- -------- -------- -------- -------- GROSS PROFIT 36,868 164 37,032 31,643 31,643 OPERATING EXPENSES: Research and development 10,015 (309) (b) 9,706 8,614 (108) (b) 8,506 Sales and marketing 13,074 (812) (b) 12,262 11,247 (303) (b) 10,944 General and administrative 16,836 (2,766) (b) 14,070 15,416 (1,014) (b) 14,402 Amortization of other intangible assets 4,137 (4,137) -- 2,972 (2,972) -- Restructuring charges (70) (70) (66) (66) Gain on sale of assets and related royalties (2,100) (2,100) (2,000) (2,000) -------- -------- -------- -------- -------- -------- Total operating expenses 41,892 (8,024) 33,868 36,183 (4,397) 31,786 -------- -------- -------- -------- -------- -------- INCOME (LOSS) FROM OPERATIONS (5,024) 8,188 3,164 (4,540) 4,397 (143) OTHER INCOME, NET 1,546 1,546 1,261 1,261 -------- -------- -------- -------- -------- -------- INCOME (LOSS) BEFORE INCOME TAXES (3,478) 8,188 4,710 (3,279) 4,397 1,118 PROVISION (BENEFIT) FOR INCOME TAXES 235 235 (541) (541) -------- -------- -------- -------- -------- -------- NET INCOME (LOSS) $ (3,713) $ 8,188 $ 4,475 $ (2,738) $ 4,397 $ 1,659 ======== ======== ======== ======== ======== ======== Earnings (loss) per share Basic $ (0.18) $ 0.22 $ (0.14) $ 0.08 Diluted $ (0.18) $ 0.22 $ (0.14) $ 0.08 Shares used in computing EPS (in thousands) Basic 20,146 20,146 20,074 20,074 Diluted 20,146 20,701 20,074 20,793
(a) These adjustments reconcile the Company's GAAP results of operations to its non-GAAP results of operations. The Company believes that presentation of results excluding items such as non-cash share-based compensation and amortization of intangible assets 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. Neither the Company's GAAP nor non-GAAP results of operations include the accounting impact had the Company chosen to apply the fair-value recognition provisions of SFAS No. 123 or SFAS No. 123 revised (123R) to expense share-based compensation related to stock options, the impact of which is disclosed in the Company's Forms 10-Q and 10-K as filed with the SEC. The Company will adopt SFAS No. 123R in its first fiscal quarter ending March 31, 2006. (b) This adjustment reflects the non cash stock based compensation expense for restricted stock grants and stock bonuses awarded to the Company's employees. -----END PRIVACY-ENHANCED MESSAGE-----