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

July 25, 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	(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):

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 July 25, 2007, PCTEL, Inc. issued a press release regarding its financial results for its second fiscal quarter ended June 30, 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 July 25, 2007, of PCTEL, Inc. announcing its financial results for its second fiscal quarter ended June 30, 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: July 25, 2007

Exhibit Index

Exhibit
Number	Description
99.1	Press Release, dated July 25, 2007, of PCTEL, Inc. announcing its financial results for its second fiscal quarter ended June 30, 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 $19.0 Million in Second Quarter Revenue

Chicago, July 25, 2007 — PCTEL, Inc. (NASDAQ: PCTI), a leader in wireless broadband solutions, announced results for the second quarter ended June 30, 2007. Financial highlights of the quarter were:

• $19.0 million in revenue for the quarter compared to $26.8 million in the same quarter last year. Last year’s revenue included a one time $7.0 million intellectual property licensing settlement with Agere.

• $16.2 million in revenue for the quarter from the Broadband Technology Group, down three percent from the same quarter last year. The company saw year over year growth in its scanning receiver product line and a decline in its antenna product revenue. The decline in antenna product revenue reflects the company’s decision to exit the UMTS antenna market and the continued pruning of low margin product lines. Gross profit improved to 44 percent, compared to 43 percent in the second quarter of last year. The gross profit improvement reflected a greater contribution from our scanning receiver product line and the elimination of low cost antenna products.

• $2.5 million in revenue for the quarter from the Mobility Solutions Group, compared to $2.7 million in the same quarter last year. This is a decrease of eight percent over the second quarter last year. The second quarter last year included a heavy concentration of software customization fees related to a large carrier win.

• $0.3 million in licensing revenue for the quarter, compared to $7.4 million in the second quarter last year. Last year’s second quarter results included a one time $7.0 million licensing settlement with Agere.

• GAAP net loss of $(3.2) million for the quarter, or $(0.15) per basic share, compared to net income of $6.3 million, or $0.29 per diluted share for the same period in 2006. The second quarter this year included a $2.1 million restructuring charge related to the exiting of UMTS antenna operations. Last year’s GAAP net income included the one-time $7.0 million IP settlement.

• Non-GAAP net income of $1.0 million for the quarter, or $0.05 per diluted share compared to net income of $7.2 million, or $0.33 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, and non cash income tax expense. Last year’s non-GAAP results also included the previously mentioned IP settlement.
•	$68.6 million of cash and short-term investments at June 30, 2007, as compared to $67.7 million at the end of the first quarter 2007. The company repurchased 146,000 shares in the quarter for $1.5 million under its share repurchase plan. The shares were purchased at an average price of $9.91.

“We took several decisive actions in the quarter to improve our long term results, specifically shutting down our operation in Ireland which was not meeting our financial objectives and focusing on sales growth by hiring a seasoned Vice President of Global Sales and Marketing,” said Marty Singer, PCTEL’s Chairman and CEO. “We now have a sharper focus and great opportunities to leverage a strong customer base and our technology investments as we move forward,” 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, Wednesday, July 25, 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: 2112449.

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 sales growth and leveraging its customer base and technology investments 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						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
REVENUES	$	18,962		$	26,758		$	37,913		$	45,324
COST OF REVENUES		9,169			9,702			18,368			19,546
GROSS PROFIT		9,793			17,056			19,545			25,778
OPERATING EXPENSES:
Research and development		4,031			3,336			8,006			6,253
Sales and marketing		3,412			3,196			6,879			6,738
General and administrative		3,373			3,725			7,121			7,473
Amortization of other intangible assets		476			1,056			1,172			2,093
Restructuring charges		2,074			(1,269	)		2,074			(716	)
Gain on sale of assets and related royalties		(250	)		(250	)		(500	)		(500	)
Total operating expenses		13,116			9,794			24,752			21,341
INCOME (LOSS) FROM OPERATIONS		(3,323	)		7,262			(5,207	)		4,437
OTHER INCOME, NET		847			747			1,800			1,368
INCOME (LOSS) BEFORE INCOME TAXES		(2,476	)		8,009			(3,407	)		5,805
PROVISION FOR INCOME TAXES		731			1,683			558			1,676
NET INCOME (LOSS)	$	(3,207	)	$	6,326		$	(3,965	)	$	4,129
Basic income (loss) per share	$	(0.15	)	$	0.30		$	(0.19	)	$	0.20
Shares used in computing basic income (loss) per share		21,092			20,837			21,078			20,656
Diluted income (loss) per share	$	(0.15	)	$	0.29		$	(0.19	)	$	0.19
Shares used in computing diluted income (loss) per share		21,092			21,586			21,078			21,371

PCTEL Inc.

Consolidated Condensed Balance Sheets
(unaudited, in thousands)

	June 30,			December 31,
	2007			2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	68,644		$	59,148
Short-term investments		—			11,623
Accounts receivable, net		15,887			14,034
Inventories, net		9,350			7,258
Prepaid expenses and other assets		1,936			2,059
Total current assets		95,817			94,122
PROPERTY AND EQUIPMENT, net		12,488			12,357
GOODWILL		17,641			17,569
OTHER INTANGIBLE ASSETS, net		5,182			7,451
OTHER ASSETS		1,183			1,221
TOTAL ASSETS	$	132,311		$	132,720
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		4,774			885
Deferred revenue		1,399			1,025
Accrued liabilities		6,941			6,964
Short term debt		770			869
Total current liabilities		13,884			9,743
LONG-TERM LIABILITIES		2,355			2,284
Total liabilities		16,239			12,027
STOCKHOLDERS’ EQUITY:
Common stock		22			22
Additional paid-in capital		166,654			165,556
Accumulated deficit		(50,636	)		(46,671	)
Accumulated other comprehensive income		32			1,786
Total stockholders’ equity		116,072			120,693
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	132,311		$	132,720

PCTEL, Inc.

Revenue & Gross Profit by Segment
(unaudited, in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
REVENUES:
Broadband Technology Group	$	16,175		$	16,708		$	32,516		$	32,768
Mobility Solutions Group		2,463			2,668			4,798			4,784
Licensing		324			7,382			599			7,772
TOTAL REVENUES		18,962			26,758			37,913			45,324
GROSS PROFIT:
Broadband Technology Group	$	7,056		$	7,024		$	14,248		$	13,259
Mobility Solutions Group		2,417			2,653			4,705			4,755
Licensing		320			7,379			592			7,764
TOTAL GROSS PROFIT		9,793			17,056			19,545			25,778
GROSS PROFIT %:
Broadband Technology Group		43.6	%		42.0	%		43.8	%		40.5	%
Mobility Solutions Group		98.1	%		99.4	%		98.1	%		99.4	%
Licensing		98.8	%		100.0	%		98.8	%		99.9	%
TOTAL GROSS PROFIT %		51.6	%		63.7	%		51.6	%		56.9	%

PCTEL, Inc.

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

	Three Months Ended June 30, 2007									Three Months Ended June 30, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments		(a)	GAAP			Reported			Adjustments		(a)	GAAP
REVENUES:
Broadband Technology Group		16,175						16,175			16,708						16,708
Mobility Solutions Group		2,463						2,463			2,668						2,668
Licensing		324						324			7,382						7,382
TOTAL REVENUES		18,962						18,962			26,758						26,758
GROSS PROFIT:
Broadband Technology Group		7,056			(88	) (a)		7,144			7,024			(86	) (a)		7,110
Mobility Solutions Group		2,417						2,417			2,653						2,653
Licensing		320						320			7,379						7,379
TOTAL GROSS PROFIT		9,793			(88	)		9,881			17,056			(86	)		17,142
GROSS PROFIT %:
Broadband Technology Group		43.6	%					44.2	%		42.0	%					42.6	%
Mobility Solutions Group		98.1	%					98.1	%		99.4	%					99.4	%
Licensing		98.8	%					98.8	%		100.0	%					100.0	%
TOTAL GROSS PROFIT %		51.6	%					52.1	%		63.7	%					64.1	%

(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 Revenue & Gross Profit by Segment
(unaudited, in thousands)

	Six Months Ended June 30, 2007									Six Months Ended June 30, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments		(a)	GAAP			Reported			Adjustments		(a)	GAAP
REVENUES:
Broadband Technology Group		32,516						32,516			32,768						32,768
Mobility Solutions Group		4,798						4,798			4,784						4,784
Licensing		599						599			7,772						7,772
TOTAL REVENUES		37,913						37,913			45,324						45,324
GROSS PROFIT:
Broadband Technology Group		14,248			(187	) (a)		14,435			13,259			(163	) (a)		13,422
Mobility Solutions Group		4,705						4,705			4,755						4,755
Licensing		592						592			7,764						7,764
TOTAL GROSS PROFIT		19,545			(187	)		19,732			25,778			(163	)		25,941
GROSS PROFIT %:
Broadband Technology Group		43.8	%					44.4	%		40.5	%					41.0	%
Mobility Solutions Group		98.1	%					98.1	%		99.4	%					99.4	%
Licensing		98.8	%					98.8	%		99.9	%					99.9	%
TOTAL GROSS PROFIT %		51.6	%					52.0	%		56.9	%					57.2	%

(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.

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

	Three Months Ended June 30, 2007									Three Months Ended June 30, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments		(a)	GAAP			Reported			Adjustments		(a)	GAAP
REVENUES	$	18,962					$	18,962		$	26,758					$	26,758
COST OF REVENUES		9,169			(88	) (b)		9,081			9,702			(86	) (b)		9,616
GROSS PROFIT		9,793			88			9,881			17,056			86			17,142
OPERATING EXPENSES:
Research and development		4,031			(153	) (b)		3,878			3,336			(161	) (b)		3,175
Sales and marketing		3,412			(183	) (b)		3,229			3,196			(215	) (b)		2,981
General and administrative		3,373			(714	) (b)		2,659			3,725			(603	) (b)		3,122
Amortization of other intangible assets		476			(476	)		—			1,056			(1,056	)		—
Restructuring charges		2,074			(2,074	)		—			(1,269	)		1,269			—
Gain on sale of assets and related royalties		(250	)					(250	)		(250	)					(250	)
Total operating expenses		13,116			(3,600	)		9,516			9,794			(766	)		9,028
INCOME (LOSS) FROM OPERATIONS		(3,323	)		3,688			365			7,262			852			8,114
OTHER INCOME, NET		847						847			747						747
INCOME (LOSS) BEFORE INCOME TAXES		(2,476	)		3,688			1,212			8,009			852			8,861
PROVISION (BENEFIT) FOR INCOME TAXES		731			(547	)		184			1,683						1,683
NET INCOME (LOSS)	$	(3,207	)	$	4,235		$	1,028		$	6,326		$	852		$	7,178
Earnings (loss) per share
Basic	$	(0.15	)				$	0.05		$	0.30					$	0.34
Diluted	$	(0.15	)				$	0.05		$	0.29					$	0.33
Shares used in computing EPS (in thousands)
Basic		21,092						21,092			20,837						20,837
Diluted		21,092						21,823			21,586						21,586

(a)

These adjustments reconcile the company’s GAAP net income to its non-GAAP net income. The company believes that presentation of net income excluding items such as non-cash compensation expense, amortization of intangible assets, restructuring charges, and non-cash income tax expense provides meaningful supplemental information to both management and investors that is indicative of the company’s core results and facilitates comparison of operating results across reporting periods. The company uses this non-GAAP measure when evaluating its financial results as well as for internal planning and forecasting purposes. This non-GAAP measure 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.

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

	Six Months Ended June 30, 2007									Six Months Ended June 30, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments		(a)	GAAP			Reported			Adjustments		(a)	GAAP
REVENUES	$	37,913					$	37,913		$	45,324					$	45,324
COST OF REVENUES		18,368			(187	) (b)		18,181			19,546			(163	) (b)		19,383
GROSS PROFIT		19,545			187			19,732			25,778			163			25,941
OPERATING EXPENSES:
Research and development		8,006			(387	) (b)		7,619			6,253			(306	) (b)		5,947
Sales and marketing		6,879			(363	) (b)		6,516			6,738			(439	) (b)		6,299
General and administrative		7,121			(1,598	) (b)		5,523			7,473			(1,307	) (b)		6,166
Amortization of other intangible assets		1,172			(1,172	)		—			2,093			(2,093	)		—
Restructuring charges		2,074			(2,074	)		—			(716	)		716			—
Gain on sale of assets and related royalties		(500	)					(500	)		(500	)					(500	)
Total operating expenses		24,752			(5,594	)		19,158			21,341			(3,429	)		17,912
INCOME (LOSS) FROM OPERATIONS		(5,207	)		5,781			574			4,437			3,592			8,029
OTHER INCOME, NET		1,800						1,800			1,368						1,368
INCOME (LOSS) BEFORE INCOME TAXES		(3,407	)		5,781			2,374			5,805			3,592			9,397
PROVISION FOR INCOME TAXES		558			(547	)		11			1,676						1,676
NET INCOME (LOSS)	$	(3,965	)	$	6,328		$	2,363		$	4,129		$	3,592		$	7,721
Earnings (loss) per share
Basic	$	(0.19	)				$	0.11		$	0.20					$	0.37
Diluted	$	(0.19	)				$	0.11		$	0.19					$	0.36
Shares used in computing EPS (in thousands)
Basic		21,078						21,078			20,656						20,656
Diluted		21,078						21,927			21,371						21,371

(a)

These adjustments reconcile the company’s GAAP net income to its non-GAAP net income. The company believes that presentation of net income excluding items such as non-cash compensation expense, amortization of intangible assets, restructuring charges, and non-cash income tax expense provides meaningful supplemental information to both management and investors that is indicative of the company’s core results and facilitates comparison of operating results across reporting periods. The company uses this non-GAAP measure when evaluating its financial results as well as for internal planning and forecasting purposes. This non-GAAP measure 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.