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

April 24, 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

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 24, 2007, PCTEL, Inc. issued a press release regarding its financial results for its first fiscal quarter ended March 31, 2007. 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 24, 2007, of PCTEL, Inc. announcing its financial results for its first fiscal quarter ended March 31, 2007.

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:

PCTEL, Inc.
A Delaware Corporation
(Registrant)
 

/s/ John Schoen  

John W. Schoen 

Chief Financial Officer 

Date: April 24, 2007

Exhibit Index

Exhibit
Number	Description
99.1	Press Release, dated April 24, 2007, of PCTEL, Inc. announcing its financial results for its first fiscal quarter ended March 31, 2007

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 $19 Million in First Quarter Revenue

Up 2 Percent from Q1 2006

Net Loss per Share Improves to ($0.04) from ($0.11) in Q1 2006

Chicago, April 24, 2007 — PCTEL, Inc. (NASDAQ: PCTI), a leader in wireless broadband solutions, announced results for the first quarter ended March 31, 2007. Financial highlights of the quarter were:

• $19.0 million in revenue for the quarter compared to $18.6 million in the same quarter last year.

• $16.3 million in revenue for the quarter from the Broadband Technology Group, up 2 percent from the same quarter last year. An increase in scanner sales was offset by lower antenna revenue resulting from the company’s continued elimination of lower margin antenna product lines. Gross profit improved to 44 percent, compared to 39 percent in the first quarter last year. The gross profit improvement reflected a favorable product mix, the elimination of the Dublin factory, and greater manufacturing efficiency.

• $2.3 million in revenue for the quarter from the Mobility Solutions Group. This is an increase of 10 percent over the first quarter last year.

• $0.3 million in licensing revenue for the quarter, a decrease of $0.1 million from the first quarter last year.

• GAAP net loss of $(0.8) million for the quarter, or $(0.04) per basic share, compared to $(2.2) million net loss, or $(0.11) per share for the same period in 2006.

• Non-GAAP net income of $1.3 million for the quarter, or $0.06 per diluted share compared to net income of $0.5 million, or $0.03 per diluted share for the same period in 2006. 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.

• $67.7 million of cash and short term investments at March 31, 2007, as compared to $70.8 million at the end of the fourth quarter 2006. The change is primarily due to an increase in accounts receivable which is expected to return to historical levels over the next two quarters.

“We had an outstanding presence at 3GSM, CTIA, and IWCE during the first quarter where we had the opportunity to demonstrate the results of our investment in WiMAX, improved test tools, and our Roaming Client™ and IMS product lines,” said Marty Singer, PCTEL’s Chairman and CEO. “Combined with our cost control and improving gross margins, those product development efforts should continue to favorably impact our financial results,” added Singer .

PCTEL’s management team will discuss the company’s results 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, Tuesday, April 24, 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 (866) 454-4208 (U.S. / Canada) or (913) 312-1238 (international).

To listen via the Internet, please visit, www.pctel.com, or http://investor.pctel.com/events.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: 4753598.

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 software 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
	March 31,
	2007			2006
REVENUES	$	18,952		$	18,566
COST OF REVENUES		9,200			9,844
GROSS PROFIT		9,752			8,722
OPERATING EXPENSES:
Research and development		3,975			2,916
Sales and marketing		3,467			3,543
General and administrative		3,749			3,748
Amortization of other intangible assets		695			1,037
Restructuring charges		—			553
Gain on sale of assets and related royalties		(250	)		(250	)
Total operating expenses		11,636			11,547
LOSS FROM OPERATIONS		(1,884	)		(2,825	)
OTHER INCOME, NET		953			620
LOSS BEFORE BENEFIT FOR INCOME TAXES		(931	)		(2,205	)
BENEFIT FOR INCOME TAXES		(173	)		(7	)
NET LOSS	$	(758	)	$	(2,198	)
Basic loss per share	$	(0.04	)	$	(0.11	)
Shares used in computing basic loss per share		21,029			20,645
Diluted loss per share	$	(0.04	)	$	(0.11	)
Shares used in computing diluted loss per share		21,029			20,645

PCTEL Inc.

Consolidated Condensed Balance Sheets

(unaudited, in thousands)

	March 31,			December 31,
	2007			2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	47,762		$	59,148
Short-term investments		19,977			11,623
Accounts receivable, net		17,767			14,034
Inventories, net		8,503			7,258
Prepaid expenses and other assets		2,067			2,059
Total current assets		96,076			94,122
PROPERTY AND EQUIPMENT, net		12,842			12,357
GOODWILL		17,602			17,569
OTHER INTANGIBLE ASSETS, net		6,756			7,451
OTHER ASSETS		1,252			1,221
TOTAL ASSETS	$	134,528		$	132,720
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		2,456			885
Deferred revenue		2,017			1,025
Accrued liabilities		5,389			6,964
Short term debt		1,071			869
Total current liabilities		10,933			9,743
LONG-TERM LIABILITIES		2,308			2,284
Total liabilities		13,241			12,027
STOCKHOLDERS’ EQUITY:
Common stock		22			22
Additional paid-in capital		166,873			165,556
Accumulated deficit		(47,429	)		(46,671	)
Accumulated other comprehensive income		1,821			1,786
Total stockholders’ equity		121,287			120,693
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	134,528		$	132,720

PCTEL, Inc.

Revenue & Gross Profit by Segment

(unaudited, in thousands)

	Three Months Ended
	March 31,
	2007			2006
REVENUES:
Broadband Technology Group	$	16,341		$	16,059
Mobility Solutions Group		2,335			2,117
Licensing		276			390
TOTAL REVENUES	$	18,952		$	18,566
GROSS PROFIT:
Broadband Technology Group	$	7,156		$	6,234
Mobility Solutions Group		2,324			2,103
Licensing		272			385
TOTAL GROSS PROFIT	$	9,752		$	8,722
GROSS PROFIT %:
Broadband Technology Group		43.8	%		38.8	%
Mobility Solutions Group		99.5	%		99.3	%
Licensing		98.6	%		98.7	%
TOTAL GROSS PROFIT %		51.5	%		47.0	%

PCTEL, Inc.

Reconciliation of Non-GAAP to GAAP Revenue & Gross Profit by Segment

(unaudited, in thousands)

	Three Months Ended March 31, 2007								Three Months Ended March 31, 2006
	As			Non-GAAP		Non			As			Non-GAAP		Non
	Reported			Adjustments (a)		GAAP			Reported			Adjustments (a)		GAAP
REVENUES:
Broadband Technology Group		16,341					16,341			16,059					16,059
Mobility Solutions Group		2,335					2,335			2,117					2,117
Licensing		276					276			390					390
TOTAL REVENUES		18,952					18,952			18,566					18,566
GROSS PROFIT:
Broadband Technology Group		7,156			99		7,255			6,234			77		6,311
Mobility Solutions Group		2,324					2,324			2,103					2,103
Licensing		272					272			385					385
TOTAL GROSS PROFIT		9,752			99		9,851			8,722			77		8,799
GROSS PROFIT %:
Broadband Technology Group		43.8	%				44.4	%		38.8	%				39.3	%
Mobility Solutions Group		99.5	%				99.5	%		99.3	%				99.3	%
Licensing		98.6	%				98.6	%		98.7	%				98.7	%
TOTAL GROSS PROFIT %		51.5	%				52.0	%		47.0	%				47.4	%

(a) This adjustment reflects the non-cash stock based compensation expense for restricted grants, stock bonuses, and stock options awarded to the company’s employees.

PCTEL, Inc.

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

	Three Months Ended March 31, 2007									Three Months Ended March 31, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments (a)			GAAP			Reported			Adjustments  (a)			GAAP
REVENUES	$	18,952					$	18,952		$	18,566					$	18,566
COST OF REVENUES		9,200			(99	) (b)		9,101			9,844			(77	) (b)		9,767
GROSS PROFIT		9,752			99			9,851			8,722			77			8,799
OPERATING EXPENSES:
Research and development		3,975			(234	) (b)		3,741			2,916			(145	) (b)		2,771
Sales and marketing		3,467			(180	) (b)		3,287			3,543			(224	) (b)		3,319
General and administrative		3,749			(884	) (b)		2,865			3,748			(703	) (b)		3,045
Amortization of other intangible assets		695			(695	)		—			1,037			(1,037	)		—
Restructuring charges		—						—			553			(553	)		—
Gain on sale of assets and related royalties		(250	)					(250	)		(250	)					(250	)
Total operating expenses		11,636			(1,993	)		9,643			11,547			(2,662	)		8,885
INCOME (LOSS) FROM OPERATIONS		(1,884	)		2,092			208			(2,825	)		2,739			(86	)
OTHER INCOME, NET		953						953			620						620
INCOME (LOSS) BEFORE INCOME TAXES		(931	)		2,092			1,161			(2,205	)		2,739			534
BENEFIT FOR INCOME TAXES		(173	)					(173	)		(7	)					(7	)
NET INCOME (LOSS)	$	(758	)	$	2,092		$	1,334		$	(2,198	)	$	2,739		$	541
Earnings (loss) per share
Basic	$	(0.04	)				$	0.06		$	(0.11	)				$	0.03
Diluted	$	(0.04	)				$	0.06		$	(0.11	)				$	0.03
Shares used in computing EPS (in thousands)
Basic		21,029						21,029			20,645						20,645
Diluted		21,029						21,754			20,645						21,136

(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, and restructuring charges 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, stock bonuses, and stock options awarded to the company’s employees.