-----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, IR7YbcKpidwwoYxwZNGC426kz+rKVprzdOwA/X5Yv4LcOTfKpjFForM9X7TloNkp YAVLMEJrxW9Pwf1uSI1EPg== 0000950137-06-005058.txt : 20060427 0000950137-06-005058.hdr.sgml : 20060427 20060427161545 ACCESSION NUMBER: 0000950137-06-005058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060427 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060427 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: 06785481 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 c04721e8vk.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 APRIL 27, 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 (COMMISSION (IRS EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION INCORPORATION) 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 April 27, 2006, PCTEL, Inc. issued a press release regarding its financial results for its first fiscal quarter ended March 31, 2006. 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 April 27, 2006, of PCTEL, Inc. announcing its financial results for its first fiscal quarter ended March 31, 2006. -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: April 27, 2006 PCTEL, INC. By: /s/ John Schoen -------------------------------- John W. Schoen, Chief Financial Officer -3- EXHIBIT INDEX Exhibit Number Description - ------- ------------ 99.1 Press Release, dated April 26, 2006, of PCTEL, Inc. announcing its financial results for its first fiscal quarter ended March 31, 2006. -4- EX-99.1 2 c04721exv99w1.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 $18.6 MILLION IN FIRST QUARTER REVENUE UP 24 PERCENT OVER SAME PERIOD IN 2005 CHICAGO, APRIL 27, 2006 -- PCTEL, Inc. (NASDAQ: PCTI), a leader in wireless broadband solutions, announced results for the first quarter ending March 31, 2006. Financial highlights of the quarter were: o $18.6 MILLION in revenue for the quarter, which is an increase of 24 percent over the first quarter 2005. o $12.4 MILLION in revenue for the quarter from the Antenna Products Group. This is an increase of 20 percent over the first quarter last year. The comparison is favorably impacted by the acquisition of the iVET(TM) product line during the third quarter of 2005. Without that acquisition, APG revenue increased 3% over the first quarter last year. o $2.1 MILLION in revenue for the quarter from the Mobility Solutions Group. This is an increase of 89 percent over the first quarter last year. o $3.7 MILLION in revenue for the quarter from the RF Solutions Group. This is a 20 percent increase over the first quarter of last year. o $0.4 MILLION in licensing revenue for the quarter, a decrease of $0.1 million from the first quarter last year. o A GAAP NET LOSS OF $(2.2) MILLION FOR THE QUARTER, OR $(0.11) PER SHARE, compared to $(2.3) million net loss, or $(0.12) per share for the same period in 2005. First quarter results this year include a $0.5 million restructuring expense related to the impending closure of the Company's Dublin Factory. o A NON-GAAP BREAK EVEN NET INCOME, compared to $(0.8) million net loss, or $(0.04) per share for the same period in 2005. The company's reporting of non-GAAP income includes the $0.5 million restructuring expense related to the impending closure of the Company's Dublin Factory. It excludes non-cash based expenses for stock compensation and amortization of intangible assets related to the company's acquisitions. Those expenses were $2.2 million in the first quarter 2006 compared to $1.5 million for the same period a year ago. o $58.8 MILLION OF CASH at March 31, 2006, down $0.4 million from December 31, 2005. "Our first quarter results reflect more effective operational performance and the advantages of a diversified approach to exploiting the opportunities in broadband wireless," said Marty Singer, PCTEL's Chairman and CEO. "We anticipate stronger results as we move forward with our plans to outsource production from Ireland, improve margins in APG, and continue to aggressively grow our high margin businesses in MSG and RFSG," 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 EDT. CONFERENCE CALL / WEBCAST The company will hold a conference call at 6:15 PM EDT (5:15 PM CDT) today, Thursday, April 27, 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: 8812546. 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, the discontinuance of the manufacturing operations in Dublin, Ireland, and the outsource of the manufacture of certain antenna product lines 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, the ability to realize product and manufacturing efficiencies, the ability to achieve reductions in costs as a result of the discontinuance of manufacturing operations and relocation or outsourcing of certain antenna 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. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
Three Months Ended March 31, ------------------------- 2006 2005 -------- -------- REVENUES $ 18,566 $ 15,008 COST OF REVENUES 9,844 7,570 -------- -------- GROSS PROFIT 8,722 7,438 -------- -------- OPERATING EXPENSES: Research and development 2,916 2,470 Sales and marketing 3,543 3,115 General and administrative 3,748 4,167 Amortization of other intangible assets 1,037 883 Restructuring charges 553 -- Gain on sale of assets and related royalties (250) (500) -------- -------- Total operating expenses 11,547 10,135 -------- -------- LOSS FROM OPERATIONS (2,825) (2,697) OTHER INCOME, NET 620 541 -------- -------- LOSS BEFORE PROVISION (BENEFIT) FOR INCOME TAXES (2,205) (2,156) PROVISION (BENEFIT) FOR INCOME TAXES (7) 161 -------- -------- NET LOSS $ (2,198) $ (2,317) ======== ======== Basic loss per share $ (0.11) $ (0.12) Shares used in computing basic loss per share 20,632 20,043 Diluted loss per share $ (0.11) $ (0.12) Shares used in computing diluted loss per share 20,632 20,043
PCTEL INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED, IN THOUSANDS)
March 31, December 31, 2006 2005 --------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 58,622 $ 58,966 Restricted cash 208 208 Accounts receivable, net 13,600 13,725 Inventories, net 9,827 9,547 Prepaid expenses and other assets 2,407 3,109 --------- --------- Total current assets 84,664 85,555 PROPERTY AND EQUIPMENT, net 11,419 11,190 GOODWILL 31,406 31,020 OTHER INTANGIBLE ASSETS, net 15,609 16,457 OTHER ASSETS 227 283 --------- --------- TOTAL ASSETS $ 143,325 $ 144,505 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 2,109 $ 2,251 Income taxes payable 5,256 5,297 Deferred revenue 1,893 1,944 Accrued liabilities 6,388 6,368 --------- --------- Total current liabilities 15,646 15,860 Pension liability 3,047 3,047 LONG-TERM LIABILITIES 1,364 1,571 --------- --------- Total liabilities 20,057 20,478 --------- --------- STOCKHOLDERS' EQUITY: Common stock 22 22 Additional paid-in capital 170,175 167,829 Deferred compensation (8,504) (7,004) Accumulated deficit (38,850) (36,652) Accumulated other comprehensive income 425 (168) --------- --------- Total stockholders' equity 123,268 124,027 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 143,325 $ 144,505 ========= =========
PCTEL INC. REVENUE AND GROSS PROFIT BY SEGMENT (UNAUDITED, IN THOUSANDS)
Three Months Ended March 31, ------------------------- 2006 2005 -------- -------- REVENUES: - --------- APG $ 12,388 $ 10,321 RFS 3,706 3,083 MSG 2,117 1,122 LICENSING 390 492 Eliminations (35) (10) -------- -------- TOTAL REVENUES $ 18,566 $ 15,008 GROSS PROFIT: - ------------- APG $ 3,681 $ 3,546 RFS 2,578 2,328 MSG 2,082 1,080 LICENSING 385 487 Eliminations (4) (3) -------- -------- TOTAL GROSS PROFIT $ 8,722 $ 7,438
PCTEL, INC. RECONCILIATION OF NON GAAP TO GAAP RESULTS OF OPERATIONS (a) (UNAUDITED, IN THOUSANDS)
Three Months Ended March 31, 2006 Three Months Ended March 31, 2005 --------------------------------------- --------------------------------------- As Non-GAAP Non As Non-GAAP Non Reported Adjustments (a) GAAP Reported Adjustments (a) GAAP -------- ----------- -------- -------- ----------- -------- REVENUES $ 18,566 $ 18,566 $ 15,008 $ 15,008 COST OF REVENUES 9,844 (77) (b) 9,767 7,570 (2) 7,568 -------- -------- -------- -------- -------- -------- GROSS PROFIT 8,722 77 8,799 7,438 2 7,440 OPERATING EXPENSES: Research and development 2,916 (145) (b) 2,771 2,470 (50) (b) 2,420 Sales and marketing 3,543 (224) (b) 3,319 3,115 (133) (b) 2,982 General and administrative 3,748 (703) (b) 3,045 4,167 (477) (b) 3,690 Amortization of other intangible assets 1,037 (1,037) - 883 (883) - Restructuring charges 553 553 - - Gain on sale of assets and related royalties (250) (250) (500) (500) -------- -------- -------- -------- -------- -------- Total operating expenses 11,547 (2,109) 9,438 10,135 (1,543) 8,592 -------- -------- -------- -------- -------- -------- LOSS FROM OPERATIONS (2,825) 2,186 (639) (2,697) 1,545 (1,152) OTHER INCOME, NET 620 620 541 541 -------- -------- -------- -------- -------- -------- LOSS BEFORE INCOME TAXES (2,205) 2,186 (19) (2,156) 1,545 (611) PROVISION (BENEFIT) FOR INCOME TAXES (7) (7) 161 161 -------- -------- -------- -------- -------- -------- NET LOSS $ (2,198) $ 2,186 $ (12) $ (2,317) $ 1,545 $ (772) ======== ======== ======== ======== ======== ======== Earnings (loss) per share Basic $ (0.11) $ 0.00 $ (0.12) $ (0.04) Diluted $ (0.11) $ 0.00 $ (0.12) $ (0.04) Shares used in computing EPS (in thousands) Basic 20,632 20,632 20,043 20,043 Diluted 20,632 20,632 20,043 20,043
(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. (b) This adjustment reflects the non cash stock based compensation expense for restricted stock grants and stock bonuses awarded to the Company's employees. The adjustment for the three months ended March 31, 2006 also includes non cash stock based compensation expense for stock options in accordance with SFAS No. 123R. PCTEL, INC. RECONCILIATION OF NON-GAAP TO GAAP REVENUE & GROSS PROFIT BY SEGMENT (UNAUDITED, IN THOUSANDS)
Three Month Ended March 31, 2006 Three Month Ended March 31, 2005 ---------------------------------------- ---------------------------------------- As Non-GAAP Non As Non-GAAP Non Reported Adjustments (a) GAAP Reported Adjustments GAAP -------- ----------- ------- -------- ----------- ------- REVENUES: - --------- APG 12,388 12,388 10,321 10,321 RFS 3,706 3,706 3,083 3,083 MSG 2,117 2,117 1,122 1,122 LICENSING 390 390 492 492 Eliminations (35) (35) (10) (10) ------- ------- ------- ------- ------- ------- TOTAL REVENUES 18,566 18,566 15,008 15,008 ======= ======= ======= ======= ======= ======= GROSS PROFIT: - ------------- APG 3,681 (44) 3,725 3,546 (1) 3,547 RFS 2,578 (33) 2,611 2,328 (1) 2,329 MSG 2,082 2,082 1,080 1,080 LICENSING 385 385 487 487 Eliminations (4) (4) (3) (3) ------- ------- ------- ------- ------- ------- TOTAL GROSS PROFIT 8,722 (77) 8,799 7,438 (2) 7,440 ======= ======= ======= ======= ======= =======
(a) This adjustment reflects the non cash stock based compensation expense for restricted stock grants and stock bonuses awarded to the Company's employees. The adjustment for the three months ended March 31, 2006 also includes non cash stock based compensation expense for stock options in accordance with SFAS No. 123R. -----END PRIVACY-ENHANCED MESSAGE-----