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

February 26, 2009
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 February 26, 2009, PCTEL, Inc. issued a press release regarding its financial results for its fourth fiscal quarter and year ended December 31, 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 February 26, 2009, of PCTEL, Inc. announcing its financial results for its fourth fiscal quarter and year ended December 31, 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: February 26, 2009

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

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Press release, dated February 26, 2009, of PCTEL, Inc. announcing its financial results for its fourth fiscal quarter and year ended December 31, 2008

EX-99.1

Exhibit 99.1

PCTEL Posts $18.3 Million in Fourth Quarter Revenue from Continuing Operations

$76.9 Million in Revenue from Continuing Operations for the Year

Bloomingdale, IL February 26, 2009 — PCTEL, Inc. (NASDAQ: PCTI), a leader in propagation and optimization solutions for the wireless industry, announced results for the fourth quarter ended December 31, 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.

Fourth Quarter Financial Highlights — Continuing Operations (excludes MSG)

• $18.3 million in revenue from continuing operations for the quarter, a decrease of 5% over the same period last year.

• Gross Profit Margin from continuing operations of 47%, versus 49% from the same period last year.

• GAAP Operating Margin from continuing operations of a negative (87) % as compared to a positive 8% in the same period last year. The operating results of the fourth quarter this year include a $16.7 million impairment of goodwill related to its past acquisitions that comprise its Broadband Technology Group. Without the impairment charge the GAAP operating margin in the current quarter would have been 5%.

• Non-GAAP Operating Margin from continuing operations of 12% versus 15% in the same period last year. The Company’s reporting of non-GAAP operating margin 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 loss from continuing operations of $(10.8) million for the quarter, or $(0.61) per diluted share, compared to a net income of $9.5 million, or $0.46 per share for the same period in 2007. The $20 million difference is primarily attributed to the fourth quarter of 2008 including a goodwill impairment of $16.7 million, a $1.7 million decline in Other Income on the Company’s investments, primarily related to mark to market losses on the Company’s investment in Bank of America’s Columbia Strategic Asset Portfolio enhanced cash fund, and a $1.3 million change in the effective tax rate between years.

• Non-GAAP net income from continuing operations of $568,000 for the quarter, or $0.03 per diluted share compared to $3.1 million of net income, or $0.15 per diluted share, for the same period in 2007. The Company’s reporting of non-GAAP net 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. Non-GAAP results do include the performance of our investments, including the mark to market impairment of our investment in Bank of America’s Columbia Strategic Asset Portfolio.

• $78 million of cash, short term investments, and long term investments at December 31, 2008. Our investment in Bank of America’s Columbia Strategic Asset Portfolio at December 31, 2008 was $8.6 million, and has been further reduced by $1.4 million through a redemption payment received in January 2009. The Company repurchased 497,000 shares of its common stock during the fourth quarter at an average price of $9.14, completing share buyback programs announced prior to the fourth quarter. The company has not yet purchased any shares under the 1.0 million share buyback program authorized by the Board of Directors in November 2008.

“We are pleased that our efforts to reduce our cost structure have permitted us to deliver double digit non-GAAP operating margin in the last quarter,” said Marty Singer, PCTEL’s Chairman and CEO. “While the wireless telecom environment is extremely challenging, we have outstanding opportunities to grow organically and through acquisition. Our strong balance sheet will allow us to position PCTEL for long-term growth as the industry emerges from the current economic situation.”

CONFERENCE CALL / WEBCAST

PCTEL’s management team will discuss the Company’s results today at 5:15 PM ET. The call can be accessed by dialing (877) 693-6682 (U.S. / Canada) or (706) 679-6397 (International) conference ID: 81220188. The call will also be webcast at http://investor.pctel.com/events.cfm.

REPLAY: A replay will be available for two weeks after the call on either the website listed above or by calling (800) 642-1687 (U.S./Canada), or International (706) 645-9291 conference ID: 81220188.

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. 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 MAXRAD^® Bluewave™ and Wi-Sys™ antenna solutions address public safety, military, and government applications; SCADA, Health Care, and Agricultural applications; Indoor Wireless, Wireless Backhaul, and Cellular applications. Its portfolio includes a broad range of WiMAX antennas, WiFi antennas, Land Mobile Radio antennas, and GPS antennas that serve innovative applications in telemetry, RFID, in-building, fleet management, and mesh networks. PCTEL provides parabolic antennas, ruggedized antennas, yagi antennas, and other high performance antennas for many applications. PCTEL’s products are sold worldwide

through direct and indirect channels. For more information, please visit the company’s web sites www.pctel.com, www.antenna.com, www.antenna.pctel.com, or www.rfsolutions.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 except per share amounts)

	December 31,			December 31,
	2008			2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	44,766		$	26,632
Short-term investment securities		17,835			38,943
Accounts receivable, net of allowance for doubtful accounts of $121 and $227, respectively		14,047			16,082
Inventories, net		10,351			9,867
Deferred tax assets, net		1,148			1,591
Prepaid expenses and other assets		2,575			1,800
Total current assets		90,722			94,915
PROPERTY AND EQUIPMENT, net		12,825			12,136
LONG-TERM INVESTMENT SECURITIES		15,258			—
GOODWILL		384			16,770
OTHER INTANGIBLE ASSETS, net		5,240			4,366
DEFERRED TAX ASSETS, net		10,151			4,863
OTHER ASSETS		926			1,022
ASSETS OF DISCONTINUED OPERATIONS		—			1,807
TOTAL ASSETS	$	135,506		$	135,879
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,478		$	956
Accrued liabilities		6,198			8,403
Short term debt		—			107
Total current liabilities		8,676			9,466
LONG-TERM LIABILITIES		1,512			1,192
LIABILITIES OF DISCONTINUED OPERATIONS		—			654
Total liabilities		10,188			11,312
		—			—
STOCKHOLDERS’ EQUITY:
Common stock, $0.001 par value, 100,000,000 shares authorized, 18,236,236 and 21,916,902 shares issued and outstanding at December 31, 2008 and December 31, 2007, respectively		18			22
Additional paid-in capital		137,930			165,108
Accumulated deficit		(12,639	)		(40,640	)
Accumulated other comprehensive income		9			77
Total stockholders’ equity		125,318			124,567
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	135,506		$	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						Year Ended
	December 31,						December 31,
	2008			2007			2008			2007
CONTINUING OPERATIONS
REVENUES	$	18,266		$	19,147		$	76,927		$	69,888
COST OF REVENUES		9,764			9,730			40,390			37,827
GROSS PROFIT		8,502			9,417			36,537			32,061
OPERATING EXPENSES:
Research and development		2,590			2,223			9,976			9,605
Sales and marketing		2,335			2,489			10,515			10,723
General and administrative		2,364			2,954			10,736			12,652
Amortization of intangible assets		518			408			2,062			1,987
Restructuring charges		(12	)		115			353			2,038
Loss on sale of product lines		—			—			882			—
Impairment of goodwill		16,735			—			16,735			—
Gain on sale of assets and related royalties		(200	)		(250	)		(800	)		(1,000	)
Total operating expenses		24,330			7,939			50,459			36,005
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS		(15,828	)		1,478			(13,922	)		(3,944	)
OTHER INCOME (EXPENSE), NET		(1,472	)		211			85			2,831
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND DISCONTINUED OPERATIONS		(17,300	)		1,689			(13,837	)		(1,113	)
BENEFIT FOR INCOME TAXES		(6,544	)		(7,838	)		(14,996	)		(7,226	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		(10,756	)		9,527			1,159			6,113
DISCONTINUED OPERATIONS
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS,
NET OF TAX PROVISION		103			(171	)		37,138			(82	)
NET INCOME (LOSS)		($10,653	)	$	9,356		$	38,297		$	6,031
Basic Earnings per Share:
Income (Loss) from Continuing Operations		($0.61	)	$	0.46		$	0.06		$	0.29
Income (Loss) from Discontinued Operations	$	0.01			($0.01	)	$	1.94		$	0.00
Net Income (Loss)		($0.61	)	$	0.45		$	2.00		$	0.29
Diluted Earnings per Share:
Income (Loss) from Continuing Operations		($0.61	)	$	0.46		$	0.06		$	0.29
Income (Loss) from Discontinued Operations	$	0.01			($0.01	)	$	1.93		$	0.00
Net Income (Loss)		($0.61	)	$	0.45		$	1.99		$	0.28
Weighted average shares — Basic		17,491			20,670			19,158			20,897
Weighted average shares — Diluted		17,506			20,802			19,249			21,424

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						Year Ended
	December 31,						December 31,
	2008			2007			2008			2007
REVENUES:
Broadband Technology Group	$	18,256		$	19,102		$	76,705		$	69,072
Licensing		10			45			222			816
TOTAL REVENUES		18,266			19,147			76,927			69,888
GROSS PROFIT:
Broadband Technology Group		8,492			9,375			36,321			31,262
Licensing		10			42			216			799
TOTAL GROSS PROFIT		8,502			9,417			36,537			32,061
GROSS PROFIT %:
Broadband Technology Group		46.5	%		49.1	%		47.4	%		45.3	%
Licensing		100.0	%		93.3	%		97.3	%		97.9	%
TOTAL GROSS PROFIT %		46.5	%		49.2	%		47.5	%		45.9	%

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 December 31,						Year Ended December 31,
	2008			2007			2008			2007
Operating Income (Loss) from Continuing Operations		($15,828	)	$	1,478			($13,922	)		($3,944	)
(a) Add:
Amortization of intangible assets		518			408			2,062			1,987
Restructuring charges		(12	)		115			353			2,038
Loss on sale of product lines		—			—			882			—
Impairment of goodwill		16,735			—			16,735			—
Stock Compensation:
-Cost of Goods Sold		88			52			376			370
-Engineering		145			111			582			454
-Sales & Marketing		95			246			609			650
-General & Administrative		407			528			2,637			2,620
		17,976			1,460			24,236			8,119
Non-GAAP Operating Income	$	2,148		$	2,938		$	10,314		$	4,175
% of revenue		11.8	%		15.3	%		13.4	%		6.0	%

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

	Three Months Ended December 31,						Year Ended December 31,
	2008			2007			2008			2007
Net Income (Loss) from Continuing Operations		($10,756	)	$	9,527		$	1,159		$	6,113
Add:
(a) Non-GAAP adjustment to operating income (loss)		17,976			1,460			24,236			8,119
(b) Income Taxes		(6,652	)		(7,864	)		(16,660	)		(7,256	)
		11,324			(6,404	)		7,576			863
Non-GAAP Net Income	$	568		$	3,123		$	8,735		$	6,976
Basic Earnings per Share:
Income from Continuing Operations	$	0.03		$	0.15		$	0.46		$	0.33
Diluted Earnings per Share:
Income from Continuing Operations	$	0.03		$	0.15		$	0.45		$	0.33
Weighted average shares — Basic		17,491			20,670			19,158			20,897
Weighted average shares — Diluted		17,506			20,802			19,249			21,424

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