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 19, 2008

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)

471 Brighton Drive
Bloomingdale, Illinois 60108

(Address of principal executive offices)

(630) 372-6800

(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

Item 2.02 Results of Operations and Financial Condition

Item 9.01 Financial Statement and Exhibits

SIGNATURE

Exhibit Index

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 19, 2008, PCTEL, Inc. issued a press release regarding its financial results for its fourth fiscal quarter and year ended December 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 February 19, 2008, of PCTEL, Inc. announcing its financial results for its fourth fiscal quarter and year ended December 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: February 19, 2008

Exhibit Index

Exhibit
Number		Description
	99.1	Press Release, dated February 19, 2008, of PCTEL, Inc. announcing its financial results for its fourth fiscal quarter and year ended December 31, 2007.

EX-99.1

Exhibit 99.1

For Immediate Release

For further information contact:

John Schoen	Jack Seller	Mary McGowan
CFO	Public Relations	Investor Relations
PCTEL, Inc.	PCTEL, Inc.	Summit IR Group
(630) 372-6800	(630)372-6800	(408) 404-5401
	jack.seller@pctel.com

            mary@summitirgroup.com

PCTEL Posts $19.1 Million in Q4 Revenue from Continuing Operations

$69.9 Million in Revenue from Continuing Operations for the Year

Bloomingdale, IL February 19, 2008 — PCTEL, Inc. (NASDAQ: PCTI), a leader in propagation and optimization solutions for the wireless industry, announced results for the fourth quarter ended December 31, 2007 and for the entire year. During the fourth quarter the company announced the sale of its Mobility Solutions software group (MSG). The transaction closed on January 4, 2008. The company’s financial statements have been revised to reflect MSG as a discontinued operation.

Fourth Quarter Financial Highlights – Continuing Operations (excludes MSG)

• $19.1 million in revenue from continuing operations for the quarter, an increase of 6 percent over the same period last year. The company posted a record quarter for scanning receiver sales.

• Gross Profit from continuing operations of 49% versus 46 % in the same period last year.

• GAAP Operating Profit from continuing operations of 7.7% as compared to negative (2.6) % in the same period last year.

• Non-GAAP Operating Profit from continuing operations of 15.3% versus 6.6% in the same period last year. The Company’s reporting of non-GAAP operating profit excludes expenses for restructuring, stock based compensation, amortization and impairment of intangible assets and goodwill related to the Company’s acquisitions.

• GAAP net income from continuing operations of $9.5 million for the quarter, or $0.46 per diluted share, compared to $6.4 million, or $0.30 per share for the same period in 2006. The fourth quarters of 2007 and 2006 include one-time non-cash adjustments to the company’s income tax accruals and reserves of $7.9 million and $5.2 million, respectively.

• Non-GAAP net income from continuing operations of $3.1 million for the quarter, or $0.15 per diluted share compared to $2.7 million of net income, or $0.13 per 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 related income tax expense.

• $65.5 million of cash and investments net of debt at December 31, 2007, an increase of $600,000 from the third quarter this year. On January 4, 2008 the MSG sale transaction closed and the company received $59.7 million in cash proceeds. The company expects to make a $20 million estimated tax payment in Q2 related to the transaction.

“The results from continuing operations suggest that we are making progress on all fronts,” said Marty Singer, PCTEL’s Chairman and CEO. “During the past two years, we have exited businesses that did not contribute or were not consistent with our long-term growth strategy. We believe that our sharpened focus will continue to propel growth, improve operational effectiveness, and enhance shareholder value. As we enter 2008, we anticipate continued progress with our WiMax, GPS, and SeeGul^® product portfolios and new applications for our land mobile radio antennas,” added Singer.

Fourth Quarter Financial Highlights – Discontinued Operations (MSG)

• GAAP net loss from discontinued operations was $(171,000) in the quarter, or $(0.01) per diluted share, compared to net income of $218,000, or $0.01 per share for the same period in 2006.

• Non-GAAP net income from discontinued operations was $414,000 in the quarter, or $0.02 per diluted share, compared to $599,000, or $0.03 per 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 related income tax expense.

PCTEL’s management team will discuss the company’s results during its scheduled earnings teleconference today at 6:15 PM EST. Management will host the call from their new corporate headquarters in Bloomingdale, Illinois.

CONFERENCE CALL / WEBCAST

The company will hold a conference call at 6:15 PM EST (5:15 PM CST) today, Tuesday February 19, 2008 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) 211-4461 (U.S. / Canada) or (913) 312-0972 (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: 4932970.

About PCTEL

PCTEL, Inc. (NASDAQ: PCTI), is a global leader in propagation and optimization solutions for the wireless industry. The company designs and develops software-based radios for wireless network optimization and develops and distributes innovative antenna solutions. PCTEL’s MAXRAD^® antenna solutions address public safety applications, unlicensed and licensed wireless broadband, fleet management, and network timing. Its portfolio includes a broad range of antennas for WiMAX, Land Mobile Radio, GPS, telemetry, RFID, WiFi, indoor cellular, and mesh networks. The company’s SeeGull^® scanning receivers, receiver-based products and CLARIFY^® interference management solutions are used to measure, monitor and optimize cellular networks. PCTEL’s products are sold worldwide through direct and indirect channels. For more information, please visit the company’s web site at: 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						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
REVENUES	$	19,147		$	18,110		$	69,888		$	76,768
COST OF REVENUES		9,730			9,811			37,827			39,929
GROSS PROFIT		9,417			8,299			32,061			36,839
OPERATING EXPENSES:
Research and development		2,223			2,668			9,605			9,169
Sales and marketing		2,489			2,675			10,723			10,993
General and administrative		2,954			2,963			12,652			13,068
Amortization of other intangible assets		408			751			1,987			3,593
Impairment of goodwill and intangible assets		—			—			—			20,349
Restructuring charges		115			(35	)		2,038			389
Gain on sale of assets and related royalties		(250	)		(250	)		(1,000	)		(1,000	)
Total operating expenses		7,939			8,772			36,005			56,561
INCOME (LOSS) FROM CONTINUING OPERATIONS		1,478			(473	)		(3,944	)		(19,722	)
OTHER INCOME, NET		211			945			2,831			3,303
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		1,689			472			(1,113	)		(16,419	)
(BENEFIT) FOR INCOME TAXES		(7,838	)		(5,909	)		(7,226	)		(5,371	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		9,527			6,381			6,113			(11,048	)
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax		(171	)		218			(82	)		1,029
NET INCOME (LOSS)	$	9,356		$	6,599		$	6,031		$	(10,019	)
Basic Earnings per Share:
Income (Loss) from Continuing Operations	$	0.46		$	0.30		$	0.29		$	(0.53	)
Income (Loss) Discontinued Operations	$	(0.01	)	$	0.01		$	0.00		$	0.05
Net Income (Loss)	$	0.45		$	0.31		$	0.29		$	(0.48	)
Diluted Earnings per Share:
Income (Loss) from Continuing Operations	$	0.46		$	0.29		$	0.29		$	(0.53	)
Income (Loss) Discontinued Operations	$	(0.01	)	$	0.01		$	0.00		$	0.05
Net Income (Loss)	$	0.45		$	0.30		$	0.28		$	(0.48	)
Weighted average shares — Basic		20,670			20,976			20,897			20,810
Weighted average shares — Diluted		20,802			21,637			21,424			20,810

PCTEL Inc.
Consolidated Condensed Balance Sheets
(unaudited, in thousands)

	December 31,			December 31,
	2007			2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	26,632		$	59,148
Short-term investments		38,943			11,623
Accounts receivable, net		16,082			14,034
Inventories, net		9,654			7,258
Deferred tax assets, net		1,591			—
Prepaid expenses and other assets		1,882			2,059
Total current assets		94,784			94,122
PROPERTY AND EQUIPMENT, net		12,136			11,638
GOODWILL		16,820			16,698
OTHER INTANGIBLE ASSETS, net		4,318			7,451
DEFERRED TAX ASSETS, net		6,280			103
OTHER ASSETS		1,022			1,054
ASSETS OF DISCONTINUED OPERATIONS		1,806			1,654
TOTAL ASSETS	$	137,166		$	132,720
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	956		$	885
Deferred revenue		49			659
Accrued liabilities		8,223			6,930
Short term debt		107			869
Total current liabilities		9,335			9,343
LONG-TERM LIABILITIES		2,609			2,211
LIABILITIES OF DISCONTINUED OPERATIONS		654			473
Total liabilities		12,598			12,027
STOCKHOLDERS’ EQUITY:
Common stock		22			22
Additional paid-in capital		165,109			165,556
Accumulated deficit		(40,640	)		(46,671	)
Accumulated other comprehensive income		77			1,786
Total stockholders’ equity		124,568			120,693
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	137,166		$	132,720

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

	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
REVENUES:
Broadband Technology Group	$	19,102		$	17,638		$	69,072		$	68,087
Licensing		45			472			816			8,681
TOTAL REVENUES		19,147			18,110			69,888			76,768
GROSS PROFIT:
Broadband Technology Group		9,375			7,830			31,262			28,181
Licensing		42			469			799			8,658
TOTAL GROSS PROFIT		9,417			8,299			32,061			36,839
GROSS PROFIT %:
Broadband Technology Group		49.1	%		44.4	%		45.3	%		41.4	%
Licensing		93.3	%		99.4	%		97.9	%		99.7	%
TOTAL GROSS PROFIT %		49.2	%		45.8	%		45.9	%		48.0	%

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

	Three Months Ended December 31, 2007									Three Months Ended December 31, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments (a)			GAAP			Reported			Adjustments (a)			GAAP
REVENUES:
Broadband Technology Group	$	19,102					$	19,102		$	17,638					$	17,638
Licensing		45						45			472						472
TOTAL REVENUES		19,147						19,147			18,110						18,110
GROSS PROFIT:
Broadband Technology Group		9,375			52	(a)		9,427			7,830			73	(a)		7,903
Licensing		42						42			469						469
TOTAL GROSS PROFIT		9,417			52			9,469			8,299			73			8,372
GROSS PROFIT %:
Broadband Technology Group		49.1	%					49.4	%		44.4	%					44.8	%
Licensing		93.3	%					93.3	%		99.4	%					99.4	%
TOTAL GROSS PROFIT %		49.2	%					49.5	%		45.8	%					46.2	%

(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.

PCTEL, Inc.

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

	Year Ended December 31, 2007									Year Ended December 31, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments (a)			GAAP			Reported			Adjustments (a)			GAAP
REVENUES:
Broadband Technology Group	$	69,072					$	69,072		$	68,087					$	68,087
Licensing		816						816			8,681						8,681
TOTAL REVENUES		69,888						69,888			76,768						76,768
GROSS PROFIT:
Broadband Technology Group		31,262			370	(a)		31,632			28,181			331	(a)		28,512
Licensing		799						799			8,658						8,658
TOTAL GROSS PROFIT		32,061			370			32,431			36,839			331			37,170
GROSS PROFIT %:
Broadband Technology Group		45.3	%					45.8	%		41.4	%					41.9	%
Licensing		97.9	%					97.9	%		99.7	%					99.7	%
TOTAL GROSS PROFIT %		45.9	%					46.4	%		48.0	%					48.4	%

(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.

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

	Three Months Ended Deember 31, 2007									Three Months Ended December 31, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments (a)			GAAP			Reported			Adjustments (a)			GAAP
REVENUES	$	19,147					$	19,147		$	18,110					$	18,110
COST OF REVENUES		9,730			(52	) (b)		9,678			9,811			(73	) (b)		9,738
GROSS PROFIT		9,417			52			9,469			8,299			73			8,372
OPERATING EXPENSES:
Research and development		2,223			(111	) (b)		2,112			2,668			(87	) (b)		2,581
Sales and marketing		2,489			(246	) (b)		2,243			2,675			(194	) (b)		2,481
General and administrative		2,954			(528	) (b)		2,426			2,963			(593	) (b)		2,370
Amortization of other intangible assets		408			(408	)		—			751			(751	)		—
Restructuring charges		115			(115	)		—			(35	)		35			—
Gain on sale of assets and related royalties		(250	)					(250	)		(250	)					(250	)
Total operating expenses		7,939			(1,408	)		6,531			8,772			(1,590	)		7,182
INCOME (LOSS) FROM OPERATIONS		1,478			1,460			2,938			(473	)		1,663			1,190
OTHER INCOME, NET		211						211			945						945
INCOME (LOSS) BEFORE INCOME TAXES		1,689			1,460			3,149			472			1,663			2,135
PROVISION (BENEFIT) FOR INCOME TAXES		(7,838	)		7,864			26			(5,909	)		5,384			(525	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		9,527			(6,404	)		3,123			6,381			(3,721	)		2,660
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax		(171	)		585			414			218			381			599
NET INCOME (LOSS)	$	9,356		$	(5,819	)	$	3,537		$	6,599		$	(3,340	)	$	3,259
Basic Earnings per Share:
Income (Loss) from Continuing Operations	$	0.46					$	0.15		$	0.30					$	0.13
Income (Loss) Discontinued Operations	$	(0.01	)				$	0.02		$	0.01					$	0.03
Net Income (Loss)	$	0.45					$	0.17		$	0.31					$	0.16
Diluted Earnings per Share:
Income (Loss) from Continuing Operations	$	0.46					$	0.15		$	0.29					$	0.12
Income (Loss) Discontinued Operations	$	(0.01	)				$	0.02		$	0.01					$	0.03
Net Income (Loss)	$	0.45					$	0.17		$	0.30					$	0.15
Weighted average shares — Basic		20,670						20,670			20,976						20,976
Weighted average shares — Diluted		20,802						20,802			21,637						21,637

(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)

	Year Ended December 31, 2007									Year Ended December 31, 2006
	As			Non-GAAP			Non			As			Non-GAAP			Non
	Reported			Adjustments (a)			GAAP			Reported			Adjustments (a)			GAAP
REVENUES	$	69,888					$	69,888		$	76,768					$	76,768
COST OF REVENUES		37,827			(370	) (b)		37,457			39,929			(331	) (b)		39,598
GROSS PROFIT		32,061			370			32,431			36,839			331			37,170
OPERATING EXPENSES:
Research and development		9,605			(454	) (b)		9,151			9,169			(388	) (b)		8,781
Sales and marketing		10,723			(650	) (b)		10,073			10,993			(761	) (b)		10,232
General and administrative		12,652			(2,620	) (b)		10,032			13,068			(2,272	) (b)		10,796
Amortization of other intangible assets		1,987			(1,987	)		—			3,593			(3,593	)		—
Impairment of intangible assets		—						—			20,349			(20,349	)		—
Restructuring charges		2,038			(2,038	)		—			389			(389	)		—
Gain on sale of assets and related royalties		(1,000	)					(1,000	)		(1,000	)					(1,000	)
Total operating expenses		36,005			(7,749	)		28,256			56,561			(27,752	)		28,809
INCOME (LOSS) FROM OPERATIONS		(3,944	)		8,119			4,175			(19,722	)		28,083			8,361
OTHER INCOME, NET		2,831						2,831			3,303						3,303
INCOME (LOSS) BEFORE INCOME TAXES		(1,113	)		8,119			7,006			(16,419	)		28,083			11,664
PROVISION (BENEFIT) FOR INCOME TAXES		(7,226	)		7,256			30			(5,371	)		5,943			572
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		6,113			863			6,976			(11,048	)		22,140			11,092
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax		(82	)		1,354			1,272			1,029			1,457			2,486
NET INCOME (LOSS)	$	6,031		$	2,217		$	8,248		$	(10,019	)	$	23,597		$	13,578
Basic Earnings per Share:
Income (Loss) from Continuing Operations	$	0.29					$	0.33		$	(0.53	)				$	0.53
Income (Loss) Discontinued Operations	$	0.00					$	0.06		$	0.05					$	0.12
Net Income (Loss)	$	0.29					$	0.39		$	(0.48	)				$	0.65
Diluted Earnings per Share:
Income (Loss) from Continuing Operations	$	0.29					$	0.33		$	(0.53	)				$	0.52
Income (Loss) Discontinued Operations	$	0.00					$	0.06		$	0.05					$	0.12
Net Income (Loss)	$	0.28					$	0.38		$	(0.48	)				$	0.63
Weighted average shares — Basic		20,897						20,897			20,810						20,810
Weighted average shares — Diluted		21,424						21,424			20,810						21,512

(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.