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Subsequent Events
6 Months Ended
Jun. 30, 2012
Subsequent Events [Abstract]  
Subsequent Events

14. Subsequent Events

The Company has evaluated events and transactions occurring subsequent to June 30, 2012 through the date of this report. The following items occurred subsequent to June 30, 2012.

PCTEL Secure

On July 2, 2012, the Company purchased the remaining 30% membership interest in PCTEL Secure from Eclipse for $0.8 million. With the purchase of the final 30% interest, PCTEL Secure became a wholly-owned subsidiary of PCTEL.

Acquisition of TelWorx Communications LLC

On July 9, 2012, the Company, through PCTelWorx, Inc., its wholly-owned subsidiary (“PCTelWorx”), acquired substantially all of the assets of, and assumed certain specified liabilities of, TelWorx Communications LLC (“TelW”), TelWorx U.K. Limited (“TelW UK”), TowerWorx LLC (“TW”) and TowerWorx International, Inc. (“TW Intl”) (Tel W, TelW UK, TW and TW Intl are referred to below collectively as the “Sellers”), pursuant to an Asset Purchase Agreement dated as of July 9, 2012 among PCTEL, PCTelWorx, the Sellers and Tim and Brenda Scronce, the principal owners of the Sellers (the “Acquisition Agreement”). The business acquired designs and delivers RF system solutions, products, and technical services for SCADA, in-building wireless, defense, oil and gas, and rail markets, with traction in data centers, carrier markets and defense applications.

The purchase price was $16.5 Million in cash paid at the closing of the transaction, with a potential stock-based earn-out that would bring the total consideration to $18.0 Million. The earn-out is dependent on the achievement of certain Company-wide revenue and earnings goals in 2013. The cash consideration paid was provided from PCTEL's existing cash. The assets acquired consisted primarily of working capital (accounts receivable, inventory, accounts payable), fixed assets, intellectual property, and customer relationships. PCTelWorx will continue the employment of 46 employees of TelW and TW. The key managers of TelW and TW, who will remain as employees of PCTelWorx, have entered into employment arrangements that include a non-competition covenant during their employment and for twelve months thereafter. PCTelWorx has entered into a lease agreement for the continued use of the operating facility and offices where TelW is presently located in Lexington, North Carolina.

Restructuring

On July 9, 2012, the Company eliminated nine positions in Bloomingdale, Illinois as part of a manufacturing restructuring plan. The Company incurred $0.1 million of restructuring expense related to employee severance and employee related benefits.

 

Quarterly dividend

On July 25, 2012, the Company announced the declaration of its regular quarterly dividend of $0.03 per share on its common stock, payable August 15, 2012 to shareholders of record at the close of business on August 8, 2012.