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

Date of Report (date of earliest event reported)

May 5, 2016

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 May 5, 2016, PCTEL, Inc. issued a press release regarding its financial results for its first fiscal quarter and year ended March 31, 2016. 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 May 5, 2016, of PCTEL, Inc. announcing its financial results for its first fiscal quarter ended March 31, 2016.

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: May 6, 2016

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

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Press release, dated May 5, 2016, of PCTEL, Inc. announcing its financial results for its first fiscal quarter ended March 31, 2016.

EX-99.1

Exhibit 99.1

PCTEL Achieves $21.1 Million in First Quarter Revenue

BLOOMINGDALE, IL. – May 5, 2016 — PCTEL, Inc. (NASDAQ:PCTI), a leader in Performance Critical Telecom solutions, announced its 2016 first quarter results.

Quarter Highlights

$21.1 million in revenue for the quarter, a decrease of 20 percent from the same period last year.

Gross profit margin of 33.5 percent in the quarter compared to 38.7 percent for the same period last year.

GAAP operating margin of negative 13 percent for the quarter compared to operating margin of just under break even for the same period last year.

GAAP net loss of $1.5 million for the quarter, or $(0.09) per diluted share compared to just under break even for the same period last year.

Non-GAAP operating profit and net income are measures the company uses to reflect the results of its core earnings. 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 operating margin of negative three percent in the quarter, compared to four percent in the same period last year.

Non-GAAP net loss of $494,000 or $(0.03) per diluted share in the quarter, compared to $904,000 or $0.05 per diluted share in the same period last year.

$27.9 million of cash and short-term investments at March 31, 2016, a decrease of approximately $3.9 million from the preceding quarter.

783,000 common shares repurchased in the quarter for $4.1 million.

$870,000 dividends paid in the quarter.

$700,000 of free cash flow in the quarter.

“Over the past 15 months, we took several actions to align the business with significant changes in the industry,” said Marty Singer, PCTEL’s Chairman and CEO. “These changes include carrier spending declines which impacted our small cell kitting and engineering services revenue. We are confident, though, that our investments in direct sales to infrastructure vendors and in crowd-based, cloud-based network test and measurement will result in revenue growth and profit for the remainder of 2016 and in 2017. We are particularly well-positioned to participate in the growth associated with FirstNet, utilities, fleet, and network performance engineering,” added Singer.

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 (888) 782-2072 (U.S. / Canada) or (706) 679-6397 (International), conference ID: 91470562. 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 (855) 859-2056 (U.S./Canada), or International (404) 537-3406, conference ID: 91470562.

About PCTEL

PCTEL, a global provider of RF expertise, delivers Performance Critical Telecom solutions to the wireless industry. PCTEL benchmarks and optimizes wireless networks with its data tools, engineering services, and RF products. PCTEL’s antennas and site solutions are vital elements for networks serving SCADA, fleet management, health care, public safety, and education.

PCTEL’s RF Solutions products and services improve the performance of wireless networks globally. PCTEL’s performance critical products include its SeeGull® MXflex®, IBflex®, and EXflex® scanning receivers. PCTEL tools also include CW transmitters, signal analyzers, and the SeeWave interference locating system. PCTEL’s SeeHawk® software portfolio includes SeeHawk™ Touch, SeeHawk® Collect, SeeHawk Engage™, SeeHawk Engage+™, SeeHawk Engage™ Lite, SeeHawk™ Studio, and SeeHawk™ Analytics. PCTEL provides specialized staffing, interference management and performance critical RF engineering services for wireless networks.

PCTEL Connected Solutions designs and delivers performance critical antennas and site solutions for public and private wireless networks globally. PCTEL’s performance critical antenna solutions include high rejection and high performance GNSS products and innovative broadband LTE and Wi-Fi solutions for fixed and mobile applications, including transit, in-building, and small cell networks. In addition, PCTEL provides a broad portfolio of LMR and Yagi antennas. We leverage our design, logistics, and support capabilities to deliver performance critical antenna and site solutions into carrier, railroad, utility applications, oil and gas, and other vertical markets.

PCTEL’s products are sold worldwide through direct and indirect channels. For more information, please visit the company’s web sites: pctel.com, antenna.com, or rfsolutions.pctel.com

PCTEL Safe Harbor Statement

This press release and our related comments in our earnings conference call contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Specifically, the statements regarding our future financial performance, new products and features, growth of our Connected Solutions and RF Solutions businesses, and anticipated demand for our network analytics, subject matter expert staffing and in-building engineering services 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 customer demand for these types of products and services generally, growth and continuity in the utilities, fleet, and public safety markets and small cell deployments, PCTEL’s ability to successfully grow the wireless products business, and its 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
CFO PCTEL, Inc. (630) 372-6800	Public Relations PCTEL, Inc. (630)372-6800 Jack.seller@pctel.com

PCTEL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	(unaudited) March 31, 2016			December 31, 2015
ASSETS
Cash and cash equivalents	$	4,451		$	7,055
Short-term investment securities		23,431			24,728
Accounts receivable, net of allowance for doubtful accounts of $263 and $314 at March 31, 2016 and December 31, 2015, respectively		16,158			21,001
Inventories, net		17,479			17,596
Prepaid expenses and other assets		1,726			1,586
Total current assets		63,245			71,966
Property and equipment, net		13,659			13,839
Goodwill		3,332			3,332
Intangible assets, net		10,609			11,378
Deferred tax assets, net		14,566			13,155
Other noncurrent assets		39			40
TOTAL ASSETS	$	105,450		$	113,710
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	4,729		$	6,735
Accrued liabilities		5,283			6,190
Total current liabilities		10,012			12,925
Other long-term liabilities		415			388
Total liabilities		10,427			13,313
Stockholders’ equity:
Common stock, $0.001 par value, 100,000,000 shares authorized, 17,249,586 and 17,654,236 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively		17			18
Additional paid-in capital		132,643			135,714
Accumulated deficit		(37,646	)		(35,320	)
Accumulated other comprehensive income (loss)		9			(15	)
Total stockholders’ equity		95,023			100,397
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	105,450		$	113,710

PCTEL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)

	Three Months Ended
	March 31,
	2016			2015
REVENUES	$	21,074		$	26,326
COST OF REVENUES		14,023			16,137
GROSS PROFIT		7,051			10,189
OPERATING EXPENSES:
Research and development		2,607			2,738
Sales and marketing		3,115			3,530
General and administrative		2,962			3,363
Amortization of intangible assets		603			654
Restructuring expenses		517			0
Total operating expenses		9,804			10,285
OPERATING LOSS		(2,753	)		(96	)
Other income, net		6			44
LOSS BEFORE INCOME TAXES		(2,747	)		(52	)
Benefit for income taxes		(1,291	)		(19	)
NET LOSS	$	(1,456	)	$	(33	)
Net Loss per Share:
Basic	$	(0.09	)	$	(0.00	)
Diluted	$	(0.09	)	$	(0.00	)
Weighted Average Shares:
Basic		16,324			18,312
Diluted		16,324			18,312
Cash dividend per share	$	0.05		$	0.05

PCTEL, INC.

P&L INFORMATION BY SEGMENT (unaudited)

(in thousands)

	Three Months Ended March 31, 2016
	Connected Solutions		RF Solutions			Corporate			Total
REVENUES	$	14,699	$	6,435		($	60	)	$	21,074
GROSS PROFIT		4,324		2,730			(3	)		7,051
OPERATING (LOSS) INCOME	$	1,305	($	1,527	)	($	2,531	)	($	2,753	)
	Three Months Ended March 31, 2015
	Connected Solutions		RF Solutions			Corporate			Total
REVENUES	$	17,354	$	9,051		($	79	)	$	26,326
GROSS PROFIT		5,444		4,736			9			10,189
OPERATING (LOSS) INCOME	$	1,613	$	1,210		($	2,919	)	($	96	)

Reconciliation of GAAP to non-GAAP Results (unaudited)

(in thousands except per share information)

Reconciliation of GAAP operating loss to non-GAAP operating (loss) income (a)

	Three Months Ended March 31,
	2016			2015
Operating Loss	($	2,753	)	($	96	)
(a) Add:
Amortization of intangible assets
-Cost of revenues		166			0
-Operating expenses		603			654
Restructuring expenses		517			0
TelWorx investigation:
-General & Administrative		5			38
Stock Compensation:
-Cost of revenues		131			73
-Engineering		167			115
-Sales & Marketing		145			158
-General & Administrative		416			155
		2,150			1,193
Non-GAAP Operating (Loss) Income	($	603	)	$	1,097
% of revenue		-2.9	%		4.2	%

Reconciliation of GAAP net loss to non-GAAP net (loss) income (b)

	Three Months Ended March 31,
	2016			2015
Net Loss	($	1,456	)	($	33	)
Adjustments:
(a)       Non-GAAP adjustment to operating (loss) income		2,150			1,193
(b)      Other income related to SEC investigation of TelWorx		(5	)		(38	)
(b)      Income Taxes		(1,183	)		(218	)
		962			937
Non-GAAP Net (Loss) Income	($	494	)	$	904
Non-GAAP (Loss) Earning per Share:
Basic	($	0.03	)	$	0.05
Diluted	($	0.03	)	$	0.05
Weighed Average Shares:
Basic		16,324			18,312
Diluted		16,324			18,525

This schedule reconciles the Company’s GAAP operating loss and GAAP net loss to its non-GAAP operating (loss) income and non-GAAP net (loss) income. 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 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.

(a) These adjustments reflect stock based compensation expense, amortization of intangible assets, restructuring charges, and general and administrative expenses associated with the SEC investigation of TelWorx.

(b) These adjustments include the items described in footnote (a) as well as other income for insurance claims related to the SEC investigation of TelWorx, legal settlements, and non-cash income tax expense.

Reconciliation of GAAP to non-GAAP SEGMENT INFORMATION (unaudited) (a)

(in thousands except per share information)

	Three Months Ended March 31, 2016
	Connected Solutions		RF Solutions			Corporate			Total
Operating (Loss) Income	$	1,305	($	1,527	)	($	2,531	)	($	2,753	)
Add:
Amortization of intangible assets
-Cost of revenues		0		166			0			166
-Operating expenses		70		533			0			603
Restructuring expenses		44		417			56			517
TelWorx investigation:
-General & Administrative		0		0			5			5
Stock Compensation:
-Cost of revenues		41		90			0			131
-Engineering		42		125			0			167
-Sales & Marketing		87		58			0			145
-General & Administrative		40		72			304			416
		324		1,461			365			2,150
Non-GAAP Operating (Loss) Income	$	1,629	($	66	)	($	2,166	)	($	603	)

	Three Months Ended March 31, 2015
	Connected Solutions		RF Solutions		Corporate			Total
Operating (Loss) Income	$	1,613	$	1,210	($	2,919	)	($	96	)
Add:
Amortization of intangible assets		230		424		0			654
TelWorx investigation:
-General & Administrative		0		0		38			38
Stock Compensation:
-Cost of Goods Sold		36		37		0			73
-Engineering		46		69		0			115
-Sales & Marketing		103		55		0			158
-General & Administrative		25		19		111			155
		440		604		149			1,193
Non-GAAP Operating (Loss) Income	$	2,053	$	1,814	($	2,770	)	$	1,097

This schedule reconciles the Company’s GAAP operating income (loss) by segment to its non-GAAP operating (loss) income. 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 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.

(a) These adjustments reflect stock based compensation expense, amortization of intangible assets, restructuring charges, and general and administrative expenses associated with the SEC investigation of TelWorx.