8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

July 24, 2008
Date of Report (date of earliest event reported)

PCTEL, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-27115	77-0364943
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

471 Brighton Drive
Bloomingdale, Illinois 60108
(Address of Principal Executive Offices, including Zip Code)

(630) 372-6800
(Registrant’s telephone number, including area code)

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 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))

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 24, 2008, PCTEL, Inc. issued a press release regarding its financial results for its second fiscal quarter ended June 30, 2008. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release, dated July 24, 2008, of PCTEL, Inc. announcing its financial results for its second fiscal quarter ended June 30, 2008

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 24, 2008

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

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Press release, dated July 24, 2008, of PCTEL, Inc. announcing its financial results for its second fiscal quarter ended June 30, 2008

EX-99.1

Exhibit 99.1

PCTEL Posts $20.3 Million in Second Quarter Revenue from Continuing Operations

23 Percent Increase Over Same Period Last Year

Continued Growth In Operating Profit

Bloomingdale, IL July 24, 2008 — PCTEL, Inc. (NASDAQ: PCTI), a leader in propagation and optimization solutions for the wireless industry, announced results for the second quarter ended June 30, 2008.

The Company completed the sale of its Mobility Solutions Group (MSG) on January 4, 2008. The Company’s financial statements reflect MSG as a discontinued operation.

Second Quarter Financial Highlights — Continuing Operations (excludes MSG)

• $20.3 million in revenue from continuing operations for the quarter, an increase of 23 percent over the same period last year and an increase of 11% over the first quarter of this year.

• Gross Profit from continuing operations of 48% versus 45% in the same period last year.

• GAAP Operating Profit from continuing operations of 4% as compared to a loss of (21)% in the same period last year.

• Non-GAAP Operating Profit from continuing operations of 14% versus 1% 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 $0.5 million for the quarter, or $0.03 per diluted share, compared to a net loss of $(3.2) million, or $(0.15) per share for the same period in 2007.

• Non-GAAP net income from continuing operations of $3.0 million for the quarter, or $0.15 per diluted share compared to $0.8 million of net income, or $0.04 per diluted share for the same period in 2007. 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.

• $85 million of cash and investments at June 30, 2008, of which $15 million is classified as long term. The Company completed its previously announced 3.0 million share buyback during the quarter with the repurchase of 1.88 million shares for $17.0 million at an average price of $9.04. The company also paid out $10.3 million in a one-time cash dividend to shareholders during the quarter.

“The global transition to spread spectrum wireless technologies is creating strong opportunities for our scanning receivers and for specific antenna product families,” said Marty Singer, PCTEL’s Chairman and CEO. “We continue to benefit as well from the focus that we achieved with the divestiture of the software business.”

Second Quarter Financial Highlights — Discontinued Operations (MSG)

• GAAP net income from discontinued operations of $187,000 in the second quarter 2008 represents an adjustment to accrued income tax related to the gain on sale of the Mobility Solutions Group recorded in the first quarter 2008. The Company excludes discontinued operations from its non-GAAP earnings.

PCTEL’s management team will discuss the Company’s results during its scheduled earnings teleconference today at 5:15 PM EDT. Management will host the call from their corporate headquarters in Bloomingdale, Illinois.

CONFERENCE CALL / WEBCAST

The company will hold a conference call at 5:15 PM ET (4:15 PM CT) today, Thursday July 24, 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 (800) 289-0726 (U.S. / Canada) or (913) 312-0391 (International).

To listen via the Internet, please visit 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: 3004106.

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 progress in growing its wireless RF business and improving operational effectiveness, the sufficiency of working capital to grow its business and accelerate growth through acquisitions, and its revenue forecast for the third quarter and the year 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.

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, Inc.
Consolidated Condensed Statements of Operations
(unaudited, in thousands, except per share information)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
CONTINUING OPERATIONS
REVENUES	$	20,274		$	16,500		$	38,574		$	33,117
COST OF REVENUES		10,566			9,158			20,099			18,346
GROSS PROFIT		9,708			7,342			18,475			14,771
OPERATING EXPENSES:
Research and development		2,609			2,646			4,795			5,225
Sales and marketing		2,874			2,670			5,637			5,408
General and administrative		2,981			3,128			5,753			6,570
Amortization of other intangible assets		552			476			992			1,172
Restructuring charges		(13	)		2,074			364			2,074
Gain on sale of assets and related royalties		(200	)		(250	)		(400	)		(500	)
Total operating expenses		8,803			10,744			17,141			19,949
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS		905			(3,402	)		1,334			(5,178	)
OTHER INCOME, NET		652			847			1,437			1,800
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS		1,557			(2,555	)		2,771			(3,378	)
PROVISION FOR INCOME TAXES		1,027			676			1,764			578
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		530			(3,231	)		1,007			(3,956	)
DISCONTINUED OPERATIONS
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX		187			24			36,878			(9	)
NET INCOME (LOSS)	$	717			($3,207	)	$	37,885			($3,965	)
Basic Earnings per Share:
Income (Loss) from Continuing Operations	$	0.03			($0.15	)	$	0.05			($0.19	)
Income from Discontinued Operations	$	0.01		$	0.00		$	1.87		$	0.00
Net Income (Loss)	$	0.04			($0.15	)	$	1.92			($0.19	)
Diluted Earnings per Share:
Income (Loss) from Continuing Operations	$	0.03			($0.15	)	$	0.05			($0.19	)
Income from Discontinued Operations	$	0.01		$	0.00		$	1.86		$	0.00
Net Income (Loss)	$	0.04			($0.15	)	$	1.91			($0.19	)
Weighted average shares — Basic		19,089			21,092			19,762			21,078
Weighted average shares — Diluted		19,413			21,092			19,862			21,078

The accompanying notes are an integral part of these consolidated financial statements.

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

	June 30,			December 31,
	2008			2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	58,157		$	26,632
Short-term investment securities		11,609			38,943
Accounts receivable, net		13,516			16,082
Inventories, net		9,843			9,867
Deferred tax assets, net		1,591			1,591
Prepaid expenses and other assets		1,197			1,800
Total current assets		95,913			94,915
PROPERTY AND EQUIPMENT, net		12,256			12,136
LONG-TERM INVESTMENT SECURITIES		14,873			—
GOODWILL		17,336			16,770
OTHER INTANGIBLE ASSETS, net		6,634			4,366
DEFERRED TAX ASSETS, net		4,863			4,863
OTHER ASSETS		913			1,022
ASSETS OF DISCONTINUED OPERATIONS		—			1,807
TOTAL ASSETS	$	152,788		$	135,879
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,984		$	956
Accrued liabilities		5,744			8,395
Short term debt		—			107
Income tax liabilities		12,177			8
Total current liabilities		19,905			9,466
LONG-TERM LIABILITIES		1,119			1,192
LIABILITIES OF DISCONTINUED OPERATIONS		—			654
Total liabilities		21,024			11,312
STOCKHOLDERS’ EQUITY:
Common stock		19			22
Additional paid-in capital		144,726			165,108
Accumulated deficit		(13,050	)		(40,640	)
Accumulated other comprehensive income		69			77
Total stockholders’ equity		131,764			124,567
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	152,788		$	135,879

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
REVENUES:
Broadband Technology Group	$	20,240		$	16,176		$	38,434		$	32,518
Licensing		34			324			140			599
TOTAL REVENUES		20,274			16,500			38,574			33,117
GROSS PROFIT:
Broadband Technology Group		9,676			7,022			18,339			14,179
Licensing		32			320			136			592
TOTAL GROSS PROFIT		9,708			7,342			18,475			14,771
GROSS PROFIT %:
Broadband Technology Group		47.8	%		43.4	%		47.7	%		43.6	%
Licensing		94.1	%		98.8	%		97.1	%		98.8	%
TOTAL GROSS PROFIT %		47.9	%		44.5	%		47.9	%		44.6	%

Reconciliation Of Non GAAP To GAAP Results Of Operations (a)
(unaudited, in thousands except per share information)

Reconciliation of GAAP operating income from continuing operations to non-GAAP operating income from continuing operations

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Operating Income (Loss) from Continuing Operations	$	905			($3,402	)	$	1,334			($5,178	)
(a) Add:
Amortization of other intangible assets		552			476			992			1,172
Restructuring charges		(13	)		2,074			364			2,074
Stock Compensation:
-Cost of Goods Sold		124			88			216			187
-Engineering		148			84			302			224
-Sales & Marketing		237			162			392			301
-General & Administrative		904			645			1,652			1,416
		1,952			3,529			3,918			5,374
Non-GAAP Operating Income	$	2,857		$	127		$	5,252		$	196
% of revenue		14.1	%		0.8	%		13.6	%		0.6	%

Reconciliation of GAAP net income from continuing operations to non-GAAP net income from continuing operations

	Three Months Ended June 30,					Six Months Ended June 30,
	2008		2007			2008		2007
Net Income (Loss) from Continuing Operations	$	530		($3,231	)	$	1,007		($3,956	)
Add:
(a) Non-GAAP adjustment to operating income (loss)		1,952		3,529			3,918		5,374
(b) Income Taxes		492		492			714		567
		2,444		4,021			4,632		5,941
Non-GAAP Net Income	$	2,974	$	790		$	5,639	$	1,985
Basic Earnings per Share:
Income from Continuing Operations	$	0.16	$	0.04		$	0.29	$	0.09
Diluted Earnings per Share:
Income from Continuing Operations	$	0.15	$	0.04		$	0.28	$	0.09
Weighted average shares — Basic		19,089		21,092			19,762		21,078
Weighted average shares — Diluted		19,413		21,823			19,862		21,927

This schedule reconciles the company’s GAAP operating income and GAAP net income from continuing operations to its non-GAAP operating income and non-GAAP net income from continuing operations. The company believes that presentation of this schedule 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 when evaluating its financial results as well as for internal planning and forecasting purposes. These non-GAAP measuers should not be viewed as a substitute for the company’s GAAP results.

(a)	These adjustments reflect the stock based compensation expense, amortization of intangible assets, and restructuring charges
(b)	These adjustments reflect the non-cash income tax expense