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

October 27, 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 October 27, 2008, PCTEL, Inc. issued a press release regarding its financial results for its second fiscal quarter ended September 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 October 27, 2008, of PCTEL, Inc. announcing its financial results for its second fiscal quarter ended September 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: October 27, 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 October 27, 2008, of PCTEL, Inc. announcing its financial results for its second fiscal quarter ended September 30, 2008

EX-99.1

Exhibit 99.1

PCTEL Posts $20.1 Million in Third Quarter Revenue from Continuing Operations

14 Percent Increase Over Same Period Last Year

Bloomingdale, IL October 27, 2008 — PCTEL, Inc. (NASDAQ: PCTI), a leader in propagation and optimization solutions for the wireless industry, announced results for the third quarter ended September 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.

Third Quarter Financial Highlights — Continuing Operations (excludes MSG)

• $20.1 million in revenue from continuing operations for the quarter, an increase of 14 percent over the same period last year.

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

• GAAP Operating Margin from continuing operations of 3% as compared to negative (1)% in the same period last year. The operating results of the third quarter this year include a $0.9 million impairment charge (4%) related to the sale of several antenna product lines during the quarter.

• Non-GAAP Operating Margin from continuing operations of 15% versus 6% in the same period last year. The Company’s reporting of non-GAAP operating profit excludes expenses for restructuring, gain or loss on sale of assets, stock based compensation, amortization and impairment of intangible assets and goodwill related to the Company’s acquisitions.

• GAAP net income from continuing operations of $10.9 million for the quarter, or $0.58 per diluted share, compared to a net income of $0.5 million, or $0.03 per share for the same period in 2007. The results from the third quarter this year include a $10 million benefit to the tax provision related to the reversal of a valuation allowance that the company had carried on its deferred tax assets. The company reversed the allowance as it believes its long term profit profile will reasonably assure the realization of those assets.

• Non-GAAP net income from continuing operations of $2.6 million for the quarter, or $0.14 per diluted share compared to $1.8 million of net income, or $0.09 per diluted share, for the same period in 2007. The Company’s reporting of non-GAAP income excludes expenses for restructuring, gain or loss on sale of assets, stock based compensation, amortization and impairment of intangible assets and goodwill related to the Company’s acquisitions, and non-cash related income tax expense.

• $80 million of cash and investments at September 30, 2008, of which $13 million is classified as long term. The Company repurchased 503,000 shares of its common stock during the quarter at an average price of $9.92 under its recently announced 1.0 million share buyback program.

“Although WiMAX antenna sales are lower than expected, we were pleased with the performance of other product areas,” said Marty Singer, PCTEL’s Chairman and CEO. “The new product introductions that we announced in late September should give us some momentum in GPS, WiMAX, and new cellular opportunities as we move into 2009,” added Singer.

Third Quarter Financial Highlights — Discontinued Operations (MSG)

• GAAP net income from discontinued operations of $157,000 in the third 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 ET. 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, Monday, October 27, 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 (866) 409-1564 (U.S. / Canada) or (913) 312-1264 (International), conference ID 7490917.

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) conference ID 7490917.

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 momentum and opportunities for growth in 2009 is a forward looking statement 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 Balance Sheets
(unaudited, in thousands)

	September 30,			December 31,
	2008			2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	53,681		$	26,632
Short-term investment securities		13,969			38,943
Accounts receivable, net of allowance for doubtful		15,181			16,082
Inventories, net		9,330			9,867
Deferred tax assets, net		988			1,591
Prepaid expenses and other assets		2,316			1,800
Assets held for sale		485			—
Total current assets		95,950			94,915
PROPERTY AND EQUIPMENT, net		12,697			12,136
LONG-TERM INVESTMENT SECURITIES		12,662			—
GOODWILL		17,119			16,770
OTHER INTANGIBLE ASSETS, net		5,758			4,366
DEFERRED TAX ASSETS, net		3,175			4,863
OTHER ASSETS		834			1,022
ASSETS OF DISCONTINUED OPERATIONS		—			1,807
TOTAL ASSETS	$	148,195		$	135,879
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,437		$	956
Accrued liabilities		5,220			8,403
Short term debt		—			107
Total current liabilities		6,657			9,466
LONG-TERM LIABILITIES		1,035			1,192
LIABILITIES OF DISCONTINUED OPERATIONS		—			654
Total liabilities		7,692			11,312
STOCKHOLDERS’ EQUITY:
Common stock		19			22
Additional paid-in capital		142,439			165,108
Accumulated deficit		(1,986	)		(40,640	)
Accumulated other comprehensive income		31			77
Total stockholders’ equity		140,503			124,567
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	148,195		$	135,879

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

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
CONTINUING OPERATIONS
REVENUES	$	20,087		$	17,626		$	58,661		$	50,743
COST OF REVENUES		10,527			9,753			30,627			28,099
GROSS PROFIT		9,560			7,873			28,034			22,644
OPERATING EXPENSES:
Research and development		2,591			2,156			7,387			7,381
Sales and marketing		2,543			2,825			8,180			8,233
General and administrative		2,619			3,129			8,372			9,700
Amortization of other intangible assets		552			408			1,544			1,579
Restructuring charges		—			(152	)		364			1,922
Impairment charge		882			—			882			—
Gain on sale of assets and related royalties		(200	)		(250	)		(600	)		(750	)
Total operating expenses		8,987			8,116			26,129			28,065
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS		573			(243	)		1,905			(5,421	)
OTHER INCOME, NET		120			820			1,557			2,620
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND DISCONTINUED OPERATIONS		693			577			3,462			(2,801	)
PROVISION (BENEFIT) FOR INCOME TAXES		(10,216	)		34			(8,451	)		612
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		10,909			543			11,913			(3,413	)
DISCONTINUED OPERATIONS
NET INCOME FROM DISCONTINUED OPERATIONS,
NET OF TAX PROVISION		157			98			37,035			89
NET INCOME (LOSS)	$	11,066		$	641		$	48,948			($3,324	)
Basic Earnings per Share:
Income (Loss) from Continuing Operations	$	0.60		$	0.03		$	0.61			($0.16	)
Income from Discontinued Operations	$	0.01		$	0.00		$	1.90		$	0.00
Net Income (Loss)	$	0.61		$	0.03		$	2.51			($0.16	)
Diluted Earnings per Share:
Income (Loss) from Continuing Operations	$	0.58		$	0.03		$	0.60			($0.16	)
Income from Discontinued Operations	$	0.01		$	0.00		$	1.87		$	0.00
Net Income (Loss)	$	0.59		$	0.03		$	2.48			($0.16	)
Weighted average shares — Basic		18,164			20,823			19,525			20,981
Weighted average shares — Diluted		18,709			20,970			19,761			20,981

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

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
REVENUES:
Broadband Technology Group	$	20,015		$	17,302		$	58,448		$	50,144
Licensing		72			324			213			599
TOTAL REVENUES		20,087			17,626			58,661			50,743
GROSS PROFIT:
Broadband Technology Group		9,489			7,553			27,826			22,052
Licensing		71			320			208			592
TOTAL GROSS PROFIT		9,560			7,873			28,034			22,644
GROSS PROFIT %:
Broadband Technology Group		47.4	%		43.7	%		47.6	%		44.0	%
Licensing		98.6	%		98.8	%		97.7	%		98.8	%
TOTAL GROSS PROFIT %		47.6	%		44.7	%		47.8	%		44.6	%

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

Reconciliation of GAAP operating income from continuing operations to non-GAAP operating income from continuing operations (a)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Operating Income (Loss) from Continuing Operations	$	573			($243	)	$	1,905			($5,421	)
(a) Add:
Amortization of other intangible assets		552			408			1,544			1,579
Restructuring charges		—			(152	)		364			1,922
Impairment charge		882			—			882			—
Stock Compensation:
-Cost of Goods Sold		72			131			288			318
-Engineering		135			118			437			342
-Sales & Marketing		123			102			514			403
-General & Administrative		578			678			2,230			2,094
		2,342			1,285			6,259			6,658
Non-GAAP Operating Income	$	2,915		$	1,042		$	8,164		$	1,237
% of revenue		14.5	%		5.9	%		13.9	%		2.4	%

Reconciliation of GAAP net income from continuing operations to non-GAAP net income from continuing operations (b)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2008					2007			2008 2007
Net Income (Loss) from Continuing Operations	$	10,909		$	543	$	11,913			($3,413	)
Add:
(a) Non-GAAP adjustment to operating loss		2,342			1,285		6,259			6,658
(b) Income Taxes		(10,692	)		21		(9,977	)		608
		(8,350	)		1,306		(3,718	)		7,266
Non-GAAP Net Income	$	2,559		$	1,849	$	8,195		$	3,853
Basic Earnings per Share:
Income from Continuing Operations	$	0.14		$	0.09	$	0.42		$	0.18
Diluted Earnings per Share:
Income from Continuing Operations	$	0.14		$	0.09	$	0.41		$	0.18
Weighted average shares — Basic		18,164			20,823		19,525			20,981
Weighted average shares — Diluted		18,709			20,970		19,761			21,636

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 measures should not be viewed as a substitute for the company’s GAAP results.

(a) These adjustments reflect stock based compensation expense, amortization of intangible assets, restructuring charges and the impairment charges

(b) These adjustments include the items described in footnote (a) as well as the non-cash income tax expense