8-K

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 21, 2007

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 Incorporation)	(Commission File Number)	(IRS Employer 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

TABLE OF CONTENTS

Press Release

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 21, 2007, PCTEL, Inc. issued a press release regarding its financial results for its fourth fiscal quarter and fiscal year ended December 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 February 21, 2007, of PCTEL, Inc. announcing its financial results for its fourth fiscal quarter and fiscal year ended December 31, 2006.

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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 21, 2007

PCTEL, INC.
By:	/s/ John Schoen
	John W. Schoen, Chief Financial Officer

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Exhibit Index

Exhibit
Number	Description
99.1	Press Release, dated February 21, 2007, of PCTEL, Inc. announcing its financial results for its fourth fiscal quarter and fiscal year ended December 31, 2006.

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EX-99.1

Exhibit 99.1

For Immediate Release

For further information contact:
John Schoen	Jack Seller
CFO	Public Relations
PCTEL, Inc.	PCTEL, Inc.
(773) 243-3000	(773) 243-3016
	jack.seller@pctel.com

PCTEL Posts $20.7 Million in Fourth Quarter Revenue

$86.6 Million in 2006 Revenue

Chicago, February 21, 2007 — PCTEL, Inc. (NASDAQ: PCTI), a leader in wireless broadband solutions, announced results for the fourth quarter ended December 31, 2006 and for the entire year. Financial highlights of the quarter were:

• $86.6 million in 2006 revenue compared to $77.7 million in 2005. 2006 revenues include a one-time intellectual property settlement of $7.0 million.

• $20.7 million in revenue for the quarter, a decrease of 9 percent over the same period last year. Sales of scanners and software experienced strong growth, while antenna products declined.

• $17.6 million in revenue for the quarter from the Broadband Technology Group. An increase in scanner sales was offset by lower antenna revenue resulting in a decrease of 10 percent compared to the fourth quarter last year. Revenue for the year was down 1 percent from 2005.

• $2.6 million in revenue for the quarter from the Mobility Solutions Group. This is an increase of 7 percent over the fourth quarter last year. Revenue for the year was up 41 percent over 2005.

• $0.5 million in licensing revenue for the quarter, a decrease of $0.4 million from the fourth quarter last year. Licensing revenue for the year was $8.7 million, included a $7.0 million one-time intellectual property settlement, compared to $2.3 million in the prior year.

• GAAP net loss of $(10.0) million for the year, or $(0.48) per diluted share. This compares to a $(3.7) million net loss or $(0.18) per share in 2005. 2006 included $20.7 million of intangible impairments and restructuring expenses both related to the closure of its manufacturing operations in Ireland.

• GAAP net income of $6.6 million for the quarter, or $0.30 per diluted share, compared to $(0.2) million net loss, or $(0.01) per share for the same period in 2005. The fourth quarter 2006 and the year included a one time favorable non cash adjustment of $5.2 million to the company’s income tax accrual.

• Non-GAAP net income for the year was $13.6 million or $0.63 per diluted share compared to $4.4 million or $0.21 per diluted share in the prior year. The Company’s reporting of non-GAAP income excludes expenses for restructuring, stock based compensation, amortization and impairment of intangible assets and goodwill related to the Company’s acquisitions, and the reversal of a non cash income tax accrual.

• Non-GAAP net income of $3.3 million for the quarter, or $0.15 per diluted share compared to $2.2 million of net income, or $0.11 per share for the same period in 2005.

• $69.9 million of cash net of debt at December 31, 2006, an increase of $0.5 million from the third quarter this year. The company repurchased 0.2 million shares in the quarter for $2.1 million under its share repurchase plan. The shares were purchased at an average price of $9.40.

“Our operating results reflect stronger gross margins out of the Broadband Technology Group, continued growth of the Mobility Solutions Group software business, and the success of our scanning receivers in the carrier market,” said Marty Singer, PCTEL’s Chairman and CEO. “In 2007, we anticipate that stronger antenna sales will complement our growth in scanners and software. We are excited about the traction that the Mobility Solutions Group has achieved globally and the dominance of our scanning solutions in the OEM test and measurement market. PCTEL should benefit from the deployment of high-bandwidth wireless networks and an increase in worldwide cellular data and IMS subscribers,” added Singer.

PCTEL’s management team will discuss the company’s results and its recent reorganization 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, Wednesday, February 21, 2007 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) 289-0533 (U.S. / Canada) or (913) 981-5525 (international).

To listen via the Internet, please visit, www.pctel.com, or http://investor.pctel.com/eventdetail.cfm?eventid=34784

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: 2126423.

About PCTEL

PCTEL, Inc. (Nasdaq:PCTI), which is headquartered in Chicago, is a global leader in wireless broadband solutions. The company’s Broadband Technology Group (BTG) includes Antenna Products and RF Solutions. PCTEL’s BTG designs, distributes, and supports innovative antenna solutions for public safety applications, unlicensed and licensed wireless broadband, fleet management, network timing, and other GPS applications. Its portfolio of OEM receivers, receiver based products and interference management solutions are used to measure, monitor and optimize cellular networks. PCTEL’s Mobility Solutions’ software tools provide secure, access independent, remote connectivity to the Internet and IMS services for converged handsets.

The company’s products are sold or licensed to wireless carriers, wireless ISPs, distributors, system integrators, wireless test and measurement companies, wireless network equipment, handset manufacturers, and government agencies. PCTEL protects its technology with a strong intellectual property portfolio and broad cross-licensing agreements. 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 software solutions 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 and the ability to implement new technologies and obtain protection for the related intellectual property. 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						Twelve Months Ended
	December 31,						December 31,
	2006			2005			2006			2005
REVENUES	$	20,712		$	22,794		$	86,562		$	77,746
COST OF REVENUES		9,827			12,107			39,990			40,878
GROSS PROFIT		10,885			10,687			46,572			36,868
OPERATING EXPENSES:
Research and development		3,932			2,548			13,762			10,015
Sales and marketing		3,322			3,388			13,287			13,074
General and administrative		3,259			4,700			14,127			16,836
Amortization of other intangible assets		751			1,170			3,593			4,137
Impairment of goodwill and intangible assets		—			—			20,349			—
Restructuring charges (benefit)		(35	)		—			389			(70	)
Gain on sale of assets and related royalties		(250	)		(500	)		(1,000	)		(2,100	)
Total operating expenses		10,979			11,306			64,507			41,892
LOSS FROM OPERATIONS		(94	)		(619	)		(17,935	)		(5,024	)
OTHER INCOME, NET		945			502			3,303			1,546
INCOME (LOSS) BEFORE PROVISION (BENEFIT) BEFORE INCOME TAXES		851			(117	)		(14,632	)		(3,478	)
PROVISION (BENEFIT) FOR INCOME TAXES		(5,748	)		39			(4,613	)		235
NET INCOME (LOSS)	$	6,599		$	(156	)	$	(10,019	)	$	(3,713	)
Basic income (loss) per share	$	0.31		$	(0.01	)	$	(0.48	)	$	(0.18	)
Shares used in computing basic income (loss) per share		20,976			20,257			20,810			20,146
Diluted income (loss) per share	$	0.30		$	(0.01	)	$	(0.48	)	$	(0.18	)
Shares used in computing diluted income (loss)		21,637			20,257			20,810			20,146

PCTEL Inc.

Consolidated Condensed Balance Sheets
(in thousands)

	December 31,			December 31,
	2006			2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	70,771		$	58,307
Restricted cash		—			208
Accounts receivable, net		14,034			13,725
Inventories, net		7,258			9,547
Prepaid expenses and other assets		2,059			3,109
Total current assets		94,122			84,896
PROPERTY AND EQUIPMENT, net		12,357			11,190
GOODWILL		17,569			31,020
OTHER INTANGIBLE ASSETS, net		7,451			16,457
OTHER ASSETS		1,221			941
TOTAL ASSETS	$	132,720		$	144,504
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		885			2,251
Income taxes payable		59			5,297
Deferred revenue		1,025			1,944
Accrued liabilities		6,905			5,595
Short term debt		869			—
Total current liabilities		9,743			15,087
Pension liabilities		—			3,046
LONG-TERM LIABILITIES		2,284			2,344
Total liabilities		12,027			20,477
STOCKHOLDERS’ EQUITY:
Common stock		22			22
Additional paid-in capital		165,556			160,825
Accumulated deficit		(46,671	)		(36,652	)
Accumulated other comprehensive income		1,786			(168	)
Total stockholders’ equity		120,693			124,027
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	132,720		$	144,504

PCTEL, Inc.

Revenue & Gross Profit by Segment
(in thousands)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2006			2005			2006			2005
REVENUES:
Broadband Technology Group	$	17,648		$	19,514		$	68,195		$	68,592
Mobility Solutions Group		2,602			2,432			9,793			6,922
Licensing		472			868			8,681			2,289
Eliminations		(10	)		(20	)		(107	)		(57	)
TOTAL REVENUES		20,712			22,794			86,562			77,746
GROSS PROFIT:
Broadband Technology Group	$	7,823		$	7,405		$	28,173		$	27,827
Mobility Solutions Group		2,586			2,424			9,739			6,834
Licensing		469			864			8,658			2,207
Eliminations		7			(6	)		2			—
TOTAL GROSS PROFIT		10,885			10,687			46,572			36,868
GROSS PROFIT %:
Broadband Technology Group		44.3	%		37.9	%		41.3	%		40.6	%
Mobility Solutions Group		99.4	%		99.7	%		99.4	%		98.7	%
Licensing		99.4	%		99.5	%		99.7	%		96.4	%
Eliminations		—			—			—			—
TOTAL GROSS PROFIT %		52.6	%		46.9	%		53.8	%		47.4	%

PCTEL, Inc.

Reconciliation of Non-GAAP to GAAP Revenue & Gross Profit by Segment
(unaudited, in thousands)

	Three Month Ended December 31, 2006								Three Month Ended December 31, 2005
	As			Non-GAAP		Non			As			Non-GAAP		Non
	Reported			Adjustments (a)		GAAP			Reported			Adjustments (a)		GAAP
REVENUES:
Broadband Technology Group		17,648					17,648			19,514					19,514
Mobility Solutions Group		2,602					2,602			2,432					2,432
Licensing		472					472			868					868
Eliminations		(10	)				(10	)		(20	)				(20	)
TOTAL REVENUES		20,712					20,712			22,794					22,794
GROSS PROFIT:
Broadband Technology Group		7,823			73		7,896			7,405			81		7,486
Mobility Solutions Group		2,586					2,586			2,424					2,424
Licensing		469					469			864					864
Eliminations		7					7			(6	)				(6	)
TOTAL GROSS PROFIT		10,885			73		10,958			10,687			81		10,768
GROSS PROFIT %:
Broadband Technology Group		44.3	%				44.7	%		37.9	%				38.4	%
Mobility Solutions Group		99.4	%				99.4	%		99.7	%				99.7	%
Licensing		99.4	%				99.4	%		99.5	%				99.5	%
Eliminations		—					—			—					—
TOTAL GROSS PROFIT %		52.6	%				52.9	%		46.9	%				47.2	%

(a) This adjustment reflects the non-cash stock based compensation expense for restricted grants and stock bonuses awarded to the Company’s employees. The adjustment for the three months ended December 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)

	Twelve Months Ended December 31, 2006								Twelve Months December 31, 2005
	As			Non-GAAP		Non			As			Non-GAAP		Non
	Reported			Adjustments (a)		GAAP			Reported			Adjustments (a)		GAAP
REVENUES:
Broadband Technology Group		68,195					68,195			68,592					68,592
Mobility Solutions Group		9,793					9,793			6,922					6,922
Licensing		8,681					8,681			2,289					2,289
Eliminations		(107	)				(107	)		(57	)				(57	)
TOTAL REVENUES		86,562					86,562			77,746					77,746
GROSS PROFIT:
Broadband Technology Group		28,173			331		28,504			27,827			164		27,991
Mobility Solutions Group		9,739					9,739			6,834					6,834
Licensing		8,658					8,658			2,207					2,207
Eliminations		2					2			—					—
TOTAL GROSS PROFIT		46,572			331		46,903			36,868			164		37,032
GROSS PROFIT %:
Broadband Technology Group		41.3	%				41.8	%		40.6	%				40.8	%
Mobility Solutions Group		99.4	%				99.4	%		98.7	%				98.7	%
Licensing		99.7	%				99.7	%		96.4	%				96.4	%
Eliminations		—					—			—					—
TOTAL GROSS PROFIT %		53.8	%				54.2	%		47.4	%				47.6	%

(a) This adjustment reflects the non-cash stock based compensation expense for restricted grants and stock bonuses awarded to the Company’s employees. The adjustment for the twelve months ended December 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 Results Of Operations (a)

(unaudited, in thousands)

	Three Month Ended December 31, 2006									Three Month Ended December 31, 2005
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments (a)			GAAP			Reported			Adjustments (a)			GAAP
REVENUES	$	20,712					$	20,712		$	22,794					$	22,794
COST OF REVENUES		9,827			(73	) (b)		9,754			12,107			(81	) (b)		12,026
GROSS PROFIT		10,885			73			10,958			10,687			81			10,768
OPERATING EXPENSES:
Research and development		3,932			(158	) (b)		3,774			2,548			(97	) (b)		2,451
Sales and marketing		3,322			(227	) (b)		3,095			3,388			(240	) (b)		3,148
General and administrative		3,259			(720	) (b)		2,539			4,700			(768	)		3,932
Amortization of other intangible assets		751			(751	)		—			1,170			(1,170	)		—
Impairment of intangible assets		—			—			—			—						—
Restructuring charges		(35	)		35			—			—						—
Gain on sale of assets and related royalties		(250	)					(250	)		(500	)					(500	)
Total operating expenses		10,979			(1,821	)		9,158			11,306			(2,275	)		9,031
INCOME (LOSS) FROM OPERATIONS		(94	)		1,894			1,800			(619	)		2,356			1,737
OTHER INCOME, NET		945						945			502						502
INCOME (LOSS) BEFORE INCOME TAXES		851			1,894			2,745			(117	)		2,356			2,239
PROVISION (BENEFIT) FOR INCOME TAXES		(5,748	)		5,235	(c)		(513	)		39						39
NET INCOME (LOSS)	$	6,599		$	(3,341	)	$	3,258		$	(156	)	$	2,356		$	2,200
Earnings (loss) per share
Basic	$	0.31					$	0.16		$	(0.01	)				$	0.11
Diluted	$	0.30					$	0.15		$	(0.01	)				$	0.11
Shares used in computing EPS (in thousands)
Basic		20,976						20,976			20,257						20,257
Diluted		21,637						21,637			20,257						20,854

(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 compensation expense, amortization of intangible assets, impairment of intangible assets, restructuring expense, and other one-time adjustments 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 grants and stock bonuses awarded to the company’s employees. The adjustment for the three months ended December 31, 2006 also includes non-cash stock based compensation expense for stock options in accordance with SFAS No. 123R.
(c)	This adjustment reflects a one-time non-cash adjustment to the company’s income tax accruals.

PCTEL, Inc.

Reconciliation Of Non GAAP To GAAP Results Of Operations (a)
(unaudited, in thousands)

	Twelve Months Ended December 31, 2006									Twelve Months December 31, 2005
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments (a)			GAAP			Reported			Adjustments (a)			GAAP
REVENUES	$	86,562					$	86,562		$	77,746					$	77,746
COST OF REVENUES		39,990			(331	) (b)		39,659			40,878			(164	) (b)		40,714
GROSS PROFIT		46,572			331			46,903			36,868			164			37,032
OPERATING EXPENSES:
Research and development		13,762			(630	) (b)		13,132			10,015			(309	) (b)		9,706
Sales and marketing		13,287			(873	) (b)		12,414			13,074			(812	) (b)		12,262
General and administrative		14,127			(2,668	) (b)		11,459			16,836			(2,766	) (b)		14,070
Amortization of other intangible assets		3,593			(3,593	)		—			4,137			(4,137	)		—
Impairment of intangible assets		20,349			(20,349	)		—			—						—
Restructuring charges (benefit)		389			(389	)		—			(70	)		70			—
Gain on sale of assets and related royalties		(1,000	)					(1,000	)		(2,100	)					(2,100	)
Total operating expenses		64,507			(28,502	)		36,005			41,892			(7,954	)		33,938
INCOME (LOSS) FROM OPERATIONS		(17,935	)		28,833			10,898			(5,024	)		8,118			3,094
OTHER INCOME, NET		3,303						3,303			1,546						1,546
INCOME (LOSS) BEFORE INCOME TAXES		(14,632	)		28,833			14,201			(3,478	)		8,118			4,640
PROVISION (BENEFIT) FOR INCOME TAXES		(4,613	)		5,235	(c)		622			235						235
NET INCOME (LOSS)	$	(10,019	)	$	23,598		$	13,579		$	(3,713	)	$	8,118		$	4,405
Earnings (loss) per share
Basic	$	(0.48	)				$	0.65		$	(0.18	)				$	0.22
Diluted	$	(0.48	)				$	0.63		$	(0.18	)				$	0.21
Shares used in computing EPS (in thousands)
Basic		20,810						20,810			20,146						20,146
Diluted		20,810						21,512			20,146						20,701

(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 compensation expense, amortization of intangible assets, impairment of intangible assets, restructuring expense, and other one-time adjustments 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 grants and stock bonuses awarded to the company’s employees. The adjustment for the twelve months ended December 31, 2006 also includes non-cash stock based compensation expense for stock options in accordance with SFAS No. 123R.
(c)	This adjustment reflects a one-time non-cash adjustment to the company’s income tax accruals.