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

October 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

Press Release

 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 third fiscal quarter ended September 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 October 24, 2007, of PCTEL, Inc. announcing its financial results for its third fiscal quarter ended September 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: October 24, 2007

Exhibit Index

Exhibit
Number	Description
99.1	Press Release, dated October 24, 2007, of PCTEL, Inc. announcing its financial results for its third fiscal quarter ended September 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 $20.3 Million in Third Quarter Revenue

Achieves $.03 GAAP Earnings

Chicago, October 24, 2007 — PCTEL, Inc. (NASDAQ: PCTI), a leader in wireless broadband solutions, announced results for the third quarter ended September 30, 2007. Financial highlights of the quarter were:

• $20.3 million in revenue for the quarter compared to $20.5 million in the same quarter last year and 19.0 million in the prior quarter.

• $17.4 million in revenue for the quarter from the Broadband Technology Group, compared to $17.8 million in the same quarter last year, but up from $16.2 million in the prior quarter. Gross profit improved to 45 percent, compared to 41 percent in the third quarter of last year. Gross profit improved in both the scanning receiver and antenna product lines.

• $2.7 million in revenue for the quarter from the Mobility Solutions Group, compared to $2.4 million in the same quarter last year and $2.5 million in the prior quarter.

• $0.2 million in licensing revenue for the quarter, compared to $0.4 million in the third quarter last year.

• GAAP net income of $0.6 million for the quarter, or $0.03 per diluted share, compared to a net loss of $(20.7) million, or $(0.99) per basic share for the same period in 2006. The third quarter last year included $21.5 million of asset impairment and restructuring charges related to the closing of the Dublin antenna factory.

• Non-GAAP net income of $2.4 million for the quarter, or $0.11 per diluted share compared to net income of $2.6 million, or $0.12 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 goodwill related income tax expense.

• $65.9 million of cash and short-term investments at September 30, 2007, as compared to $68.6 million at the end of the second quarter 2007. The company repurchased 517,000 shares in the quarter for $4.1 million under its share repurchase plan. The shares were purchased at an average price of $7.84.

“We are beginning to see some positive results from our investment in distribution, our cost management in different areas of the business, and the organic development of new product lines,” said Marty Singer, PCTEL’s Chairman and CEO. “We see continued growth in the three major markets that we serve: WiMax Networks, Private Networks, including both public safety and the enterprise, and Cellular Carrier markets. In each of these markets, we are able to offer propagation, optimization, and connection management solutions,” 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, October 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 (888) 230-5496 (U.S. / Canada) or (913) 981-5530 (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: 9637084.

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						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
REVENUES	$	20,318		$	20,526		$	58,231		$	65,850
COST OF REVENUES		9,764			10,618			28,132			30,164
GROSS PROFIT		10,554			9,908			30,099			35,686
OPERATING EXPENSES:
Research and development		3,597			3,578			11,604			9,831
Sales and marketing		3,498			3,226			10,377			9,964
General and administrative		3,373			3,393			10,494			10,867
Amortization of other intangible assets		408			749			1,580			2,842
Impairment of goodwill and intangible assets		—			20,349			—			20,349
Restructuring charges		(152	)		1,141			1,922			424
Gain on sale of assets and related royalties		(250	)		(250	)		(750	)		(750	)
Total operating expenses		10,474			32,186			35,227			53,527
INCOME (LOSS) FROM OPERATIONS		80			(22,278	)		(5,128	)		(17,841	)
OTHER INCOME, NET		820			990			2,621			2,358
INCOME (LOSS) BEFORE INCOME TAXES		900			(21,288	)		(2,507	)		(15,483	)
PROVISION (BENEFIT) FOR INCOME TAXES		259			(541	)		818			1,135
NET INCOME (LOSS)	$	641		$	(20,747	)	$	(3,325	)	$	(16,618	)
Basic income (loss) per share	$	0.03		$	(0.99	)	$	(0.16	)	$	(0.80	)
Shares used in computing basic income (loss) per share		20,823			20,941			20,981			20,753
Diluted income (loss) per share	$	0.03		$	(0.99	)	$	(0.16	)	$	(0.80	)
Shares used in computing diluted income (loss) per share		20,970			20,941			20,981			20,753

PCTEL Inc.

Consolidated Condensed Balance Sheets
(unaudited, in thousands)

	September 30,			December 31,
	2007			2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	65,898		$	59,148
Short-term investments		—			11,623
Accounts receivable, net		14,877			14,034
Inventories, net		8,802			7,258
Prepaid expenses and other assets		2,030			2,059
Total current assets		91,607			94,122
PROPERTY AND EQUIPMENT, net		12,719			12,357
GOODWILL		17,641			17,569
OTHER INTANGIBLE ASSETS, net		4,774			7,451
OTHER ASSETS		1,091			1,221
TOTAL ASSETS	$	127,832		$	132,720
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		2,442			885
Deferred revenue		1,074			1,025
Accrued liabilities		6,411			6,964
Short term debt		1,092			869
Total current liabilities		11,019			9,743
LONG-TERM LIABILITIES		2,705			2,284
Total liabilities		13,724			12,027
STOCKHOLDERS’ EQUITY:
Common stock		22			22
Additional paid-in capital		164,020			165,556
Accumulated deficit		(49,996	)		(46,671	)
Accumulated other comprehensive income		62			1,786
Total stockholders’ equity		114,108			120,693
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	127,832		$	132,720

PCTEL, Inc.

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
REVENUES:
Broadband Technology Group	$	17,454		$	17,682		$	49,970		$	50,450
Mobility Solutions Group		2,693			2,407			7,490			7,191
Licensing		171			437			771			8,209
TOTAL REVENUES		20,318			20,526			58,231			65,850
GROSS PROFIT:
Broadband Technology Group	$	7,708		$	7,085		$	21,887		$	20,345
Mobility Solutions Group		2,681			2,398			7,455			7,152
Licensing		165			425			757			8,189
TOTAL GROSS PROFIT		10,554			9,908			30,099			35,686
GROSS PROFIT %:
Broadband Technology Group		44.2	%		40.1	%		43.8	%		40.3	%
Mobility Solutions Group		99.6	%		99.6	%		99.5	%		99.5	%
Licensing		96.5	%		97.3	%		98.2	%		99.8	%
TOTAL GROSS PROFIT %		51.9	%		48.3	%		51.7	%		54.2	%

PCTEL, Inc.

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

	Three Months Ended September 30, 2007									Three Months Ended September 30, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments (a)			GAAP			Reported			Adjustments (a)			GAAP
REVENUES:
Broadband Technology Group		17,454						17,454			17,682						17,682
Mobility Solutions Group		2,693						2,693			2,407						2,407
Licensing		171						171			437						437
TOTAL REVENUES		20,318						20,318			20,526						20,526
GROSS PROFIT:
Broadband Technology Group		7,708			(131	) (a)		7,839			7,085			(95	) (a)		7,180
Mobility Solutions Group		2,681						2,681			2,398						2,398
Licensing		165						165			425						425
TOTAL GROSS PROFIT		10,554			(131	)		10,685			9,908			(95	)		10,003
GROSS PROFIT %:
Broadband Technology Group		44.2	%					44.9	%		40.1	%					40.6	%
Mobility Solutions Group		99.6	%					99.6	%		99.6	%					99.6	%
Licensing		96.5	%					96.5	%		97.3	%					97.3	%
TOTAL GROSS PROFIT %		51.9	%					52.6	%		48.3	%					48.7	%

(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)

	Nine Months Ended September 30, 2007									Nine Months Ended September 30, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments (a)			GAAP			Reported			Adjustments (a)			GAAP
REVENUES:
Broadband Technology Group		49,970						49,970			50,450						50,450
Mobility Solutions Group		7,490						7,490			7,191						7,191
Licensing		771						771			8,209						8,209
TOTAL REVENUES		58,231						58,231			65,850						65,850
GROSS PROFIT:
Broadband Technology Group		21,887			(318	) (a)		22,205			20,345			(258	) (a)		20,603
Mobility Solutions Group		7,455						7,455			7,152						7,152
Licensing		757						757			8,189						8,189
TOTAL GROSS PROFIT		30,099			(318	)		30,417			35,686			(258	)		35,944
GROSS PROFIT %:
Broadband Technology Group		43.8	%					44.4	%		40.3	%					40.8	%
Mobility Solutions Group		99.5	%					99.5	%		99.5	%					99.5	%
Licensing		98.2	%					98.2	%		99.8	%					99.8	%
TOTAL GROSS PROFIT %		51.7	%					52.2	%		54.2	%					54.6	%

(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 September 30, 2007									Three Months Ended September 30, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments(a)			GAAP			Reported			Adjustments(a)			GAAP
REVENUES	$	20,318					$	20,318		$	20,526					$	20,526
COST OF REVENUES		9,764			(131	)(b)		9,633			10,618			(95	)(b)		10,523
GROSS PROFIT		10,554			131			10,685			9,908			95			10,003
OPERATING EXPENSES:
Research and development		3,597			(198	)(b)		3,399			3,578			(165	)(b)		3,413
Sales and marketing		3,498			(125	)(b)		3,373			3,226			(207	)(b)		3,019
General and administrative		3,373			(763	)(b)		2,610			3,393			(642	)(b)		2,751
Amortization of other intangible assets		408			(408	)		—			749			(749	)		—
Impairment of intangible assets		—						—			20,349			(20,349	)		—
Restructuring charges		(152	)		152			—			1,141			(1,141	)		—
Gain on sale of assets and related royalties		(250	)					(250	)		(250	)					(250	)
Total operating expenses		10,474			(1,342	)		9,132			32,186			(23,253	)		8,933
INCOME (LOSS) FROM OPERATIONS		80			1,473			1,553			(22,278	)		23,348			1,070
OTHER INCOME, NET		820						820			990						990
INCOME (LOSS) BEFORE INCOME TAXES		900			1,473			2,373			(21,288	)		23,348			2,060
PROVISION (BENEFIT) FOR INCOME TAXES		259			(236	)		23			(541	)					(541	)
NET INCOME (LOSS)	$	641		$	1,709		$	2,350		$	(20,747	)	$	23,348		$	2,601
Earnings (loss) per share
Basic	$	0.03					$	0.11		$	(0.99	)				$	0.12
Diluted	$	0.03					$	0.11		$	(0.99	)				$	0.12
Shares used in computing EPS (in thousands)
Basic		20,823						20,823			20,941						20,941
Diluted		20,970						20,970			20,941						21,678

(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, 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 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.

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

	Nine Months Ended September 30, 2007									Nine Months Ended September 30, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments (a)			GAAP			Reported			Adjustments (a)			GAAP
REVENUES	$	58,231					$	58,231		$	65,850					$	65,850
COST OF REVENUES		28,132			(318	) (b)		27,814			30,164			(258	) (b)		29,906
GROSS PROFIT		30,099			318			30,417			35,686			258			35,944
OPERATING EXPENSES:
Research and development		11,604			(585	) (b)		11,019			9,831			(472	) (b)		9,359
Sales and marketing		10,377			(488	) (b)		9,889			9,964			(645	) (b)		9,319
General and administrative		10,494			(2,361	) (b)		8,133			10,867			(1,948	) (b)		8,919
Amortization of other intangible assets		1,580			(1,580	)		—			2,842			(2,842	)		—
Impairment of intangible assets		—						—			20,349			(20,349	)		—
Restructuring charges		1,922			(1,922	)		—			424			(424	)		—
Gain on sale of assets and related royalties		(750	)					(750	)		(750	)					(750	)
Total operating expenses		35,227			(6,936	)		28,291			53,527			(26,680	)		26,847
INCOME (LOSS) FROM OPERATIONS		(5,128	)		7,254			2,126			(17,841	)		26,938			9,097
OTHER INCOME, NET		2,621						2,621			2,358						2,358
INCOME (LOSS) BEFORE INCOME TAXES		(2,507	)		7,254			4,747			(15,483	)		26,938			11,455
PROVISION (BENEFIT) FOR INCOME TAXES		818			(784	)		34			1,135						1,135
NET INCOME (LOSS)	$	(3,325	)	$	8,038		$	4,713		$	(16,618	)	$	26,938		$	10,320
Earnings (loss) per share
Basic	$	(0.16	)				$	0.22		$	(0.80	)				$	0.50
Diluted	$	(0.16	)				$	0.22		$	(0.80	)				$	0.48
Shares used in computing EPS (in thousands)
Basic		20,981						20,981			20,753						20,753
Diluted		20,981						21,636			20,753						21,531

(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, 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 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.