e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-27115
PCTEL, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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77-0364943 |
(State or Other Jurisdiction of
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(I.R.S. Employer |
Incorporation or Organization)
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Identification Number) |
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471 Brighton Drive, |
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Bloomingdale, IL
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60108 |
(Address of Principal Executive Office)
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(Zip Code) |
(630) 372-6800
(Registrants Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and on its
corporate Web site, if any, every Interactive Date File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated
filer large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange
Act:
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o Large accelerated filer
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þ Accelerated filer
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o Non-accelerated filer
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o Smaller reporting company |
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(do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
Indicate the number of shares outstanding of each of the registrants classes of common stock,
as of the latest practicable date.
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Title |
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Outstanding |
Common Stock, par value $.001 per share
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18,506,812 as of August 9, 2011 |
PCTEL, INC.
Form 10-Q
For the Quarterly Period Ended June 30, 2011
TABLE OF CONTENTS
2
PART I FINANCIAL INFORMATION
Item 1: Financial Statements
PCTEL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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(unaudited) |
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June 30, |
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December 31, |
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2011 |
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2010 |
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ASSETS |
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Cash and cash equivalents |
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$ |
26,678 |
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$ |
23,998 |
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Short-term investment securities |
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32,421 |
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37,146 |
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Accounts
receivable, net of allowance for doubtful accounts of $170 and $160 at June 30, 2011 and December 31, 2010, respectively |
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13,807 |
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13,873 |
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Inventories, net |
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12,655 |
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10,729 |
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Deferred tax assets, net |
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1,013 |
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1,013 |
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Prepaid expenses and other assets |
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4,054 |
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3,900 |
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Total current assets |
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90,628 |
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90,659 |
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Property and equipment, net |
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13,246 |
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11,088 |
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Long-term investment securities |
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9,135 |
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9,802 |
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Intangible assets, net |
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9,931 |
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8,865 |
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Deferred tax assets, net |
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9,004 |
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9,004 |
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Other noncurrent assets |
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1,378 |
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1,147 |
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TOTAL ASSETS |
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$ |
133,322 |
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$ |
130,565 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Accounts payable |
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$ |
6,381 |
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$ |
4,253 |
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Accrued liabilities |
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5,505 |
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7,546 |
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Total current liabilities |
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11,886 |
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11,799 |
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Long-term liabilities |
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2,238 |
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2,111 |
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Total liabilities |
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14,124 |
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13,910 |
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Redeemable equity |
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931 |
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Stockholders equity: |
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Common stock, $0.001 par value, 100,000,000 shares
authorized, 18,510,419 and 18,285,784 shares issued and
outstanding at June 30, 2011 and December 31, 2010, respectively |
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18 |
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18 |
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Additional paid-in capital |
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137,768 |
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137,154 |
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Accumulated deficit |
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(21,943 |
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(20,578 |
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Accumulated other comprehensive income |
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90 |
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61 |
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Total stockholders equity of PCTEL, Inc. |
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115,933 |
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116,655 |
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Noncontrolling interest |
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2,334 |
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Total stockholders equity |
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118,267 |
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116,655 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
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$ |
133,322 |
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$ |
130,565 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
PCTEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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REVENUES |
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$ |
19,109 |
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$ |
17,807 |
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$ |
37,343 |
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$ |
33,380 |
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COST OF REVENUES |
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10,105 |
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9,693 |
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20,118 |
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18,047 |
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GROSS PROFIT |
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9,004 |
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8,114 |
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17,225 |
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15,333 |
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OPERATING EXPENSES: |
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Research and development |
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3,041 |
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3,088 |
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9,196 |
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6,173 |
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Sales and marketing |
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2,601 |
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2,526 |
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5,210 |
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4,785 |
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General and administrative |
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2,999 |
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2,925 |
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5,716 |
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5,477 |
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Amortization of intangible assets |
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661 |
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776 |
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1,334 |
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1,539 |
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Restructuring charges |
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490 |
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490 |
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Total operating expenses |
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9,302 |
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9,805 |
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21,456 |
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18,464 |
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OPERATING LOSS |
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(298 |
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(1,691 |
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(4,231 |
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(3,131 |
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Other income, net |
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125 |
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87 |
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1,855 |
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246 |
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LOSS BEFORE INCOME TAXES |
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(173 |
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(1,604 |
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(2,376 |
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(2,885 |
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Expense (benefit) for income taxes |
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76 |
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(575 |
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(228 |
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(1,061 |
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NET LOSS |
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(249 |
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(1,029 |
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(2,148 |
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(1,824 |
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Net loss attributable to noncontrolling interests |
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(274 |
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(2,055 |
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NET INCOME (LOSS) ATTRIBUTABLE TO PCTEL, INC. |
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$ |
25 |
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$ |
( 1,029 |
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$ |
( 93 |
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$ |
( 1,824 |
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Adjustments to redemption value of noncontrolling interests |
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(106 |
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(1,272 |
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NET LOSS
AVAILABLE TO COMMON SHAREHOLDERS |
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$ |
( 81 |
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$ |
( 1,029 |
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$ |
( 1,365 |
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$ |
( 1,824 |
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Basic Earnings per Share: |
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Net loss available to common
shareholders |
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$ |
0.00 |
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$ |
( 0.06 |
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$ |
( 0.08 |
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$ |
( 0.10 |
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Diluted Earnings per Share: |
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Net loss available to common
shareholders |
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$ |
0.00 |
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$ |
( 0.06 |
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$ |
( 0.08 |
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$ |
( 0.10 |
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Weighted average shares Basic |
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17,355 |
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17,540 |
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17,259 |
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17,454 |
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Weighted average shares -
Diluted |
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17,355 |
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17,540 |
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17,259 |
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17,454 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
PCTEL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited, in thousands)
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Six Months Ended |
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June 30, |
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2011 |
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2010 |
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Operating Activities: |
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Net loss |
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$ |
( 2,148 |
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$ |
( 1,824 |
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Adjustments to reconcile net loss to net cash
used in operating activities: |
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Depreciation and amortization |
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2,612 |
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2,657 |
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Gain on bargain purchase of acquisition |
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(54 |
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Stock based compensation |
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1,810 |
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2,507 |
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Share based expense |
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1,648 |
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Loss on disposal/sale of property and equipment |
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7 |
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Restructuring costs |
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467 |
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Payment of withholding tax on stock based compensation |
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(1,223 |
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(679 |
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Deferred tax assets |
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(109 |
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Changes in operating assets and liabilities, net of acquisitions: |
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Accounts receivable |
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73 |
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(2,695 |
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Inventories |
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(1,899 |
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(775 |
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Prepaid expenses and other assets |
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(383 |
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(927 |
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Accounts payable |
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2,101 |
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769 |
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Income taxes payable |
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(38 |
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(171 |
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Other accrued liabilities |
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(1,633 |
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729 |
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Deferred revenue |
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(255 |
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866 |
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Net cash provided by operating activities |
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665 |
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768 |
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Investing Activities: |
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Capital expenditures |
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(3,431 |
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(374 |
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Proceeds from disposal of property and equipment |
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10 |
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Purchase of investments |
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(26,671 |
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(18,457 |
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Redemptions/maturities of short-term investments |
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32,063 |
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18,395 |
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Purchase of assets/businesses, net of cash acquired |
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(2,109 |
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Net cash provided by (used in) investing activities |
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1,961 |
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(2,535 |
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Financing Activities: |
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Proceeds from issuance of common stock |
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286 |
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230 |
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Payments for repurchase of common stock |
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(259 |
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(1,300 |
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Net cash provided by (used in) financing activities |
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27 |
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(1,070 |
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Net increase (decrease) in cash and cash equivalents |
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2,653 |
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(2,837 |
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Effect of exchange rate changes on cash |
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27 |
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(8 |
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Cash and cash equivalents, beginning of year |
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23,998 |
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35,543 |
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Cash and Cash Equivalents, End of Period |
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$ |
26,678 |
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32,698 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
PCTEL, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2011 (Unaudited)
(in thousands except per share data and as otherwise noted)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by U.S. generally accepted accounting
principles for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation have been
included. For further information, refer to the audited consolidated financial statements and
footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended December
31, 2010.
Nature of Operations
PCTEL is a global leader in propagation and optimization solutions for the wireless industry. The
Company designs and develops software-based radios (scanning receivers) for wireless network
optimization and develops and distributes innovative antenna solutions. Additionally, the Company
has licensed its intellectual property, principally related to a discontinued modem business, to
semiconductor, PC manufacturers, modem suppliers, and others.
The Company designs, distributes, and supports innovative antenna solutions for public safety
applications, unlicensed and licensed wireless broadband, fleet management, network timing, and
other global positioning systems (GPS) applications. The Companys portfolio of scanning
receivers and interference management solutions are used to measure, monitor and optimize cellular
networks.
In 2010, the Company operated in one segment for reporting purposes. Beginning with the formation
of PCTEL Secure LLC (PCTEL Secure), a joint venture among the Company and Eclipse Design
Technologies, Inc. in January 2011, the Company reports the financial results of PCTEL Secure as a
separate operating segment. The Companys chief operating decision maker (CODM) uses the profit
and loss results and the assets in deciding how to allocate resources and assess performance
between the segments.
Antenna Products
PCTELs MAXRAD®, Bluewave and Wi-Sys antenna solutions address public safety, military, and
government applications; supervisory control and data acquisition (SCADA), health care, energy,
smart grid and agricultural applications; indoor wireless, wireless backhaul, and cellular
applications. Revenue growth for antenna products is driven by emerging wireless applications in
these markets. The Companys portfolio includes a broad range of WiMAX antennas, land mobile radio
(LMR) antennas, and precision GPS antennas that serve innovative applications in telemetry, radio
frequency identification (RFID), WiFi, fleet management, and mesh networks. The Companys
antenna products are primarily sold through distributors and original equipment manufacturer
(OEM) providers.
The Company established its current antenna product portfolio with a series of acquisitions. In
2004 the Company acquired MAXRAD as well as certain product lines from Andrew, which established
its core product offerings in WiFi, LMR and GPS. Over the next several years the Company added
additional capabilities within those product lines and additional served markets with the
acquisition of certain assets from Bluewave Antenna Systems, Ltd (Bluewave) in 2008, and the
acquisitions of Wi-Sys Communications, Inc (Wi-Sys) in 2009, and Sparco Technologies, Inc.
(Sparco) in 2010. The Companys WiMAX antenna products were developed and brought to market
through the Companys ongoing operations.
Scanning Receivers
PCTEL is a leading supplier of high-speed, multi-standard, demodulating receivers and test and
measurement solutions to the wireless industry worldwide. The Companys SeeGull® scanning
receivers, receiver-based products and CLARIFY® interference management solutions are used to
measure, monitor and optimize cellular networks. Revenue growth for scanning receiver and
interference management products is driven by the deployment of new wireless technology and the
need for wireless networks to be tuned and reconfigured on a regular basis. The Company develops
and supports scanning receivers for LTE, EVDO, CDMA, WCDMA, GSM, TD-SCDMA, and WiMAX networks. The
Companys scanning receiver products are sold primarily through test and measurement value added
resellers and to a lesser extent directly to network operators.
The Company established its scanning receiver product portfolio in 2003 with the acquisition of
Dynamic Telecommunications, Inc. In 2009
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the Company acquired the scanning receiver business of
Ascom Network Testing, Inc (Ascom) as well as the exclusive distribution rights
and patented technology for Wider Networks (Wider) network interference products.
The Company also has an intellectual property portfolio related to antennas, the mounting of
antennas, and scanning receivers. These patents are being held for defensive purposes and are not
part of an active licensing program.
Secure applications
On January 5, 2011, the Company formed PCTEL Secure, a joint venture limited liability company,
with Eclipse Design Technologies, Inc (Eclipse). PCTEL Secure designs Android-based, secure
communication products. The Company contributed $2.5 million in cash in return for 51% ownership
of the joint venture and Eclipse contributed $2.4 million of intangible assets in return for 49%
ownership of the joint venture.
Basis of Consolidation and Foreign Currency Translation
The condensed consolidated balance sheet as of June 30, 2011 and the condensed consolidated
statements of operations and cash flows for the three and six months ended June 30, 2011 and 2010,
respectively are unaudited and reflect all adjustments of a normal recurring nature that are, in
the opinion of management, necessary for a fair presentation of the interim period financial
statements. The interim condensed consolidated financial statements are derived from the audited
financial statements as of December 31, 2010.
The condensed consolidated financial statements include the accounts of the Company and its
subsidiaries. The condensed consolidated financial statements include the accounts of PCTEL
Secure. Because the Company has a 51% ownership interest in PCTEL Secure, 49% of PCTEL Secures
net loss is recorded as noncontrolling interest in the condensed consolidated statements of
operations for the three and six months ended June 30, 2011 and 49% of the equity in PCTEL Secure
is recorded as noncontrolling interest. All intercompany accounts and transactions have been
eliminated.
The unaudited interim condensed consolidated financial statements of the Company have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).
Accordingly, certain information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the U.S. have been
condensed or omitted. The significant accounting policies followed by the Company are set forth
within the Companys Annual Report on Form 10-K for the year ended December 31, 2010 (the 2010
Form 10-K). There were no changes in the Companys significant accounting policies during the six
months ended June 30, 2011. In addition, the Company reaffirms the use of estimates in the
preparation of the financial statements as set forth in the 2010 Form 10-K. These interim
condensed consolidated financial statements should be read in conjunction with the Companys
audited consolidated financial statements and notes thereto included in the 2010 Form 10-K. The
results for the operations for the period ended June 30, 2011 may not be indicative of the results
for the period ending December 31, 2011.
The Company is exposed to foreign currency fluctuations due to its foreign operations and because
products are sold internationally. The functional currency for the Companys foreign operations is
predominantly the applicable local currency. Accounts of foreign operations are translated into
U.S. dollars using the exchange rate in effect at the applicable balance sheet date for assets and
liabilities and average monthly rates prevailing during the period for revenue and expense
accounts. Adjustments resulting from translation are included in accumulated other comprehensive
income, a separate component of shareholders equity. Gains and losses resulting from other
transactions originally in foreign currencies and then translated into U.S. dollars are included in
condensed consolidated statement of operations. Net foreign exchange losses resulting from foreign
currency transactions included in other income, net were $13 and $9 for the three months ended June
30, 2011 and 2010, respectively. Net foreign exchange losses resulting from foreign currency
transactions included in other income, net were $20 and $23 for the six months ended June 30, 2011
and 2010, respectively.
Fair Value of Financial Instruments
Cash and cash equivalents are measured at fair value and investments are recognized at amortized
cost in the Companys financial statements. Accounts receivable and other investments are
financial assets with carrying values that approximate fair value due to the short-term nature of
these assets. Accounts payable is a financial liability with a carrying value that approximates
fair value due to the short-term nature of these liabilities. The Company follows Fair Value
Measurements and Disclosures (ASC 820), which establishes a fair value hierarchy that requires
the Company to maximize the use of observable inputs and minimize the use of unobservable inputs
when measuring fair value. A financial instruments categorization within the hierarchy is based on
the lowest level of input that is significant to the fair value measurement. ASC 820 establishes
three levels of inputs that may be used to measure fair value:
Level 1: inputs are unadjusted quoted prices in active markets for identical assets or
liabilities.
7
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as
quoted prices in active markets for similar assets
and liabilities, quoted prices for identical or similar assets or liabilities in markets that are
not active, or other inputs that are observable or can be corroborated by observable market data
for substantially the full term of assets or liabilities.
Level 3: unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities.
2. Recent Accounting Pronouncements
Recently Adopted Accounting Guidance
In June 2011, the FASB issued ASU 2011-05 which provides new guidance on the presentation of
comprehensive income. ASU 2011-05 eliminates the option to report other comprehensive income and
its components in the statement of changes in stockholders equity and instead requires an entity
to present the total of comprehensive income, the components of net income and the components of
other comprehensive income either in a single continuous statement or in two separate but
consecutive statements. This guidance is effective for fiscal years, and interim periods within
those years, beginning after December 15, 2011, with early adoption permitted. The adoption of
this ASU will not have a significant impact on the Companys consolidated financial statements as
it only requires a change in the format of the current presentation.
3. Balance Sheet Data
Cash and Cash equivalents
At June 30, 2011, cash and cash equivalents included bank balances and investments with
original maturities less than 90 days. At June 30, 2011 and December 31, 2010, the Companys cash
equivalents were invested in highly liquid AAA money market funds that are required to comply with
Rule 2a-7 of the Investment Company Act of 1940. Such funds utilize the amortized cost method of
accounting, seek to maintain a constant $1.00 per share price, and are redeemable upon demand. The
Company restricts its investments in AAA money market funds to those invested 100% in either
short-term U.S. Government Agency securities or bank repurchase agreements collateralized by the
these same securities. The fair values of these money market funds are established through quoted
prices in active markets for identical assets (Level 1 inputs). The cash in the Companys U.S.
banks is fully insured by the Federal Deposit Insurance Corporation due to the balances being below
the maximum insurable amounts.
The Company had $0.7 million of cash and cash equivalents in foreign bank accounts at June 30, 2011
and December 31, 2010, respectively. As of June 30, 2011, the Company has no intentions of
repatriating the cash in its foreign bank accounts. If the Company decides to repatriate the cash
in the foreign bank accounts, it may experience difficulty in doing so in a timely manner. The
Company may also be exposed to foreign currency fluctuations and taxes if it repatriates these
funds.
Investments
At June 30, 2011 and December 31, 2010, the Companys short-term and long-term investments
consisted of pre-refunded municipal bonds, U.S. government agency bonds, and AA or higher rated
corporate bonds all classified as held-to-maturity.
At June 30, 2011, the Company had invested $16.5 million in pre-refunded municipal bonds, $15.7
million in U.S. government agency bonds and $9.3 million in AA rated or higher corporate bonds.
The income and principal from the pre-refunded municipal bonds are secured by an irrevocable trust
of U.S. Treasury securities. The bonds, classified as short-term investments, have original
maturities greater than 90 days and mature in less than one year. At June 30, 2011, the Company
had $9.1 million classified as long-term investment securities. The bonds classified as long-term
investments have maturities greater than one year but less than two years. The Companys bonds are
recorded at the purchase price and carried at amortized cost. The net unrealized gains were $45 at
June 30, 2011. Approximately 12% of the Companys bonds were protected by bond default insurance
at June 30, 2011.
At December 31, 2010, the Company had invested $19.2 million in pre-refunded municipal bonds, $19.0
million in U.S. government agency bonds, and $8.7 million in AA rated or higher corporate bonds,
and classified $9.8 million as long-term investment securities.
The Company categorizes its financial instruments within a fair value hierarchy established in
accounting and disclosures for fair value measurements. The fair value hierarchy is described
under the Fair Value of Financial Instruments in Note 1. For the Level 2 investments, the Company
uses quoted prices of similar assets in active markets.
8
Cash equivalents and investments measured at fair value were as follows at June 30, 2011 and
December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011 |
|
|
December 31, 2010 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
15,399 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
15,399 |
|
|
$ |
21,032 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
21,032 |
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US government agency bonds |
|
|
|
|
|
|
15,687 |
|
|
|
|
|
|
|
15,687 |
|
|
|
|
|
|
|
19,036 |
|
|
|
|
|
|
|
19,036 |
|
Municipal bonds |
|
|
|
|
|
|
16,532 |
|
|
|
|
|
|
|
16,532 |
|
|
|
|
|
|
|
19,378 |
|
|
|
|
|
|
|
19,378 |
|
Corporate debt securities |
|
|
|
|
|
|
9,381 |
|
|
|
|
|
|
|
9,381 |
|
|
|
|
|
|
|
8,756 |
|
|
|
|
|
|
|
8,756 |
|
|
|
|
|
|
Total |
|
$ |
15,399 |
|
|
$ |
41,600 |
|
|
$ |
|
|
|
$ |
56,999 |
|
|
$ |
21,032 |
|
|
$ |
47,170 |
|
|
$ |
|
|
|
$ |
68,202 |
|
|
|
|
|
|
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at invoiced amount with standard net terms that range between
30 and 60 days. The Company extends credit to its customers based on an evaluation of a companys
financial condition and collateral is generally not required. The Company maintains an allowance
for doubtful accounts for estimated uncollectible accounts receivable. The allowance is based on
the Companys assessment of known delinquent accounts, historical experience, and other currently
available evidence of the collectability and the aging of accounts receivable. The Companys
allowance for doubtful accounts was $0.2 million at June 30, 2011 and December 31, 2010. The
provision for doubtful accounts is included in sales and marketing expense in the condensed
consolidated statements of operations.
Inventories
Inventories are stated at the lower of cost or market and include material, labor and overhead
costs using the first-in, first-out (FIFO) method of costing. Inventories as of June 30, 2011
and December 31, 2010 were composed of raw materials, sub-assemblies, finished goods and
work-in-process. The Company had consigned inventory with customers of $0.7 million and $1.0
million at June 30, 2011 and December 31, 2010, respectively. The Company records allowances to
reduce the value of inventory to the lower of cost or market, including allowances for excess and
obsolete inventory. The allowance for inventory losses was $1.3 million and $1.0 million at June
30, 2011 and December 31, 2010, respectively.
Inventories consisted of the following at June 30, 2011 and December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
Raw materials |
|
$ |
9,245 |
|
|
$ |
7,613 |
|
Work in process |
|
|
632 |
|
|
|
542 |
|
Finished goods |
|
|
2,778 |
|
|
|
2,574 |
|
|
|
|
|
|
|
|
Inventories, net |
|
$ |
12,655 |
|
|
$ |
10,729 |
|
|
|
|
|
|
|
|
Prepaid and other current assets
Prepaid assets are stated at cost and are amortized over the useful lives (up to one year) of
the assets.
Property and Equipment
Property and equipment are stated at cost and are depreciated using the straight-line method
over the estimated useful lives of the assets. The Company depreciates computer equipment over
three to five years, office equipment, manufacturing and test equipment, and motor vehicles over
five years, furniture and fixtures over seven years, and buildings over 30 years. Leasehold
improvements are amortized over the shorter of the corresponding lease term or useful life.
Depreciation expense and gains and losses on the disposal of property and equipment are included in
cost of sales and operating expenses in the condensed consolidated statements of operations.
Maintenance and repairs are expensed as incurred.
9
Property and equipment consists of the following at June 30, 2011 and December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
Building |
|
$ |
6,207 |
|
|
$ |
6,207 |
|
Computers and office equipment |
|
|
6,969 |
|
|
|
4,450 |
|
Manufacturing and test equipment |
|
|
8,532 |
|
|
|
7,707 |
|
Furniture and fixtures |
|
|
1,169 |
|
|
|
1,127 |
|
Leasehold improvements |
|
|
204 |
|
|
|
176 |
|
Motor vehicles |
|
|
27 |
|
|
|
27 |
|
|
|
|
|
|
|
|
Total property and equipment |
|
|
23,108 |
|
|
|
19,694 |
|
Less: Accumulated depreciation and amortization |
|
|
(11,632 |
) |
|
|
(10,376 |
) |
Land |
|
|
1,770 |
|
|
|
1,770 |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
$ |
13,246 |
|
|
$ |
11,088 |
|
|
|
|
|
|
|
|
Intangible Assets
The Company amortizes intangible assets with finite lives on a straight-line basis over the
estimated useful lives, which range from one to eight years. The summary of other intangible
assets, net as of June 30, 2011 and December 31, 2010 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
Accumulated |
|
|
Net Book |
|
|
|
|
|
|
Accumulated |
|
|
Net Book |
|
|
|
Cost |
|
|
Amortization |
|
|
Value |
|
|
Cost |
|
|
Amortization |
|
|
Value |
|
Customer contracts and relationships |
|
$ |
16,763 |
|
|
$ |
9,640 |
|
|
$ |
7,123 |
|
|
$ |
16,763 |
|
|
$ |
8,743 |
|
|
$ |
8,020 |
|
Patents and technology |
|
|
7,408 |
|
|
|
6,069 |
|
|
|
1,339 |
|
|
|
6,312 |
|
|
|
6,007 |
|
|
|
305 |
|
Trademarks and trade names |
|
|
2,603 |
|
|
|
2,221 |
|
|
|
382 |
|
|
|
2,603 |
|
|
|
2,074 |
|
|
|
529 |
|
Other |
|
|
3,017 |
|
|
|
1,930 |
|
|
|
1,087 |
|
|
|
1,714 |
|
|
|
1,703 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29,791 |
|
|
$ |
19,860 |
|
|
$ |
9,931 |
|
|
$ |
27,392 |
|
|
$ |
18,527 |
|
|
$ |
8,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $1.1 million increase in the net book value of intangible assets at June 30, 2011 compared to
December 31, 2010 reflects $2.4 million of intangible assets contributed by Eclipse to PCTEL Secure
in January 2011 offsetting amortization of $1.3 million for the six months ended June 30, 2011.
See Note 6 for information related to PCTEL Secure.
In December 2010, the Company recorded an impairment of intangible assets of $1.1 million. The
impairment expense included $0.9 million for an impairment of the distribution rights and trade
name acquired in the Wider settlement, and $0.2 million for a partial impairment of the technology
and non-compete agreements acquired from Ascom. The 2010 revenues resulting from the products
acquired from Ascom and the products related to the settlement with Wider were significantly lower
than the Companys revenue projections used in the original accounting valuations. The Company
considered these revenue variances as a triggering event that the carrying value of the long lived
intangible assets subject to amortization may not be fully recoverable and may be less than the
fair value at December 31, 2010.
The Companys scheduled amortization expense for the next five years is as follows:
|
|
|
|
|
Fiscal Year |
|
Amount |
|
2011 |
|
$ |
2,075 |
|
2012 |
|
$ |
2,803 |
|
2013 |
|
$ |
2,478 |
|
2014 |
|
$ |
1,961 |
|
2015 |
|
$ |
1,251 |
|
2016 |
|
$ |
25 |
|
10
The following table presents the fair value measurements of non-recurring assets for continuing
operations at June 30, 2011 and December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011 |
|
|
December 31, 2010 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Gain (Loss) |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Gain (Loss) |
|
Intangible assets |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
8,865 |
|
|
$ |
8,865 |
|
|
$ |
(1,084 |
) |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
8,865 |
|
|
$ |
8,865 |
|
|
$ |
(1,084 |
) |
|
|
|
|
|
Liabilities
Accrued liabilities consist of the following at June 30, 2011 and December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
Payroll, bonuses, and other employee benefits |
|
$ |
1,422 |
|
|
$ |
1,615 |
|
Paid time off |
|
|
1,035 |
|
|
|
846 |
|
Inventory receipts |
|
|
1,028 |
|
|
|
2,444 |
|
Employee stock purchase plan |
|
|
247 |
|
|
|
232 |
|
Deferred revenues |
|
|
246 |
|
|
|
501 |
|
Warranties |
|
|
210 |
|
|
|
257 |
|
Due to Sparco shareholders |
|
|
198 |
|
|
|
198 |
|
Due to Wider |
|
|
197 |
|
|
|
194 |
|
Real estate taxes |
|
|
152 |
|
|
|
148 |
|
Professional fees |
|
|
65 |
|
|
|
208 |
|
Restructuring |
|
|
60 |
|
|
|
324 |
|
Other |
|
|
645 |
|
|
|
579 |
|
|
|
|
|
|
|
|
Total |
|
$ |
5,505 |
|
|
$ |
7,546 |
|
|
|
|
|
|
|
|
Long-term liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
Executive deferred compensation plan |
|
$ |
1,326 |
|
|
$ |
1,187 |
|
Income taxes |
|
|
824 |
|
|
|
824 |
|
Deferred rent |
|
|
88 |
|
|
|
94 |
|
Deferred revenues |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
$ |
2,238 |
|
|
$ |
2,111 |
|
|
|
|
|
|
|
|
11
4. Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share computation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(249 |
) |
|
$ |
(1,029 |
) |
|
$ |
(2,148 |
) |
|
$ |
(1,824 |
) |
Net loss attributable to noncontrolling interests |
|
|
(274 |
) |
|
|
|
|
|
|
(2,055 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to PCTEL, Inc. |
|
|
25 |
|
|
|
(1,029 |
) |
|
|
(93 |
) |
|
|
(1,824 |
) |
Less: adjustments to redemption value of noncontrolling interests |
|
|
(106 |
) |
|
|
|
|
|
|
(1,272 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss available to common shareholders |
|
$ |
(81 |
) |
|
$ |
(1,029 |
) |
|
$ |
(1,365 |
) |
|
$ |
(1,824 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding |
|
|
17,355 |
|
|
|
17,540 |
|
|
|
17,259 |
|
|
|
17,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss available to common shareholders |
|
$ |
(0.00 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.08 |
) |
|
$ |
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share computation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(249 |
) |
|
$ |
(1,029 |
) |
|
$ |
(2,148 |
) |
|
$ |
(1,824 |
) |
Net loss attributable to noncontrolling interests |
|
|
(274 |
) |
|
|
|
|
|
|
(2,055 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to PCTEL, Inc. |
|
|
25 |
|
|
|
(1,029 |
) |
|
|
(93 |
) |
|
|
(1,824 |
) |
Less: adjustments to redemption value of noncontrolling interests |
|
|
(106 |
) |
|
|
|
|
|
|
(1,272 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss available to commons shareholders |
|
$ |
(81 |
) |
|
$ |
(1,029 |
) |
|
$ |
(1,365 |
) |
|
$ |
(1,824 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding |
|
|
17,355 |
|
|
|
17,540 |
|
|
|
17,259 |
|
|
|
17,454 |
|
Restricted shares subject to vesting |
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
Common stock option grants |
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares |
|
|
17,355 |
|
|
|
17,540 |
|
|
|
17,259 |
|
|
|
17,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss available to common shareholders |
|
$ |
(0.00 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.08 |
) |
|
$ |
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
As denoted by * in the table above, the weighted average common stock option grants and
restricted shares of 418,000 and 454,000 for the three and six months ended June 30, 2011,
respectively, and 283,000 and 560,000 for the three and six months ended June 30, 2010,
respectively, were excluded from the calculations of diluted net loss per share since their effects
are anti-dilutive. |
5. Comprehensive Income
The following table provides the calculation of other comprehensive income for the three and
six months ended June 30, 2011 and 2010, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
25 |
|
|
$ |
( 1,029 |
) |
|
$ |
( 93 |
) |
|
$ |
( 1,824 |
) |
Foreign currency translation adjustments |
|
|
16 |
|
|
|
6 |
|
|
|
29 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) |
|
$ |
41 |
|
|
$ |
( 1,023 |
) |
|
$ |
( 64 |
) |
|
$ |
( 1,829 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
12
6. PCTEL Secure
On January 5, 2011, the Company formed PCTEL Secure LLC, a joint venture limited liability
company, with Eclipse Design Technologies, Inc. PCTEL Secure designs software and secure
digital-based solutions that enables secure applications on commercial Android cellular phone
platforms. The Company contributed $2.5 million in cash on the formation of the venture in return
for 51% ownership of the joint venture. In return for 49% ownership of the joint venture, Eclipse
contributed $2.4 million of intangible assets in the form of intellectual property and a services
agreement, including an assembled workforce, to provide services.
The initial capitalization of PCTEL Secure was $4.9 million, consisting of $2.5 million of cash,
$1.1 million of in-process research and development, $0.8 million for non-compete agreements, and
$0.5 million for service agreements. The values for the intangible assets were the fair values of
the intangible assets modeled at the time of execution of the agreements. The intangible assets
are being amortized for book purposes, but are not deductible for tax purposes. The weighted
average amortization period of the intangible assets acquired is 2.4 years. The Company estimated
the fair value (and remaining useful lives) of the assets.
The Company provides services to PCTEL Secure at cost for facilities, financial services, general
and administrative services, order management, manufacturing and distribution, and marketing
services. The term of the Companys service agreement is through December 31, 2013, with one year
extensions thereafter as agreed by the parties. The Company also entered into a line of credit
agreement with PCTEL Secure. Under the term of the line of credit agreement, the Company agreed to
lend PCTEL Secure up to $4.0 million at an 8% fixed interest rate. The maturity date for this
agreement is June 30, 2014. There were no borrowings under this line of credit during six months
ended June 30, 2011.
Based on review of accounting rules for consolidation, the Company concluded that it (a) has
financial control of PCTEL Secure as it holds two of the three Board seats and (b) Eclipses rights
under the agreements are protective rights that do not override the presumption that the majority
owned subsidiary should be consolidated. Therefore, the Company has consolidated the financial
results of PCTEL Secure into the Companys consolidated financial statements for the three and six
months ended June 30, 2011.
The limited liability company agreement of PCTEL Secure (LLC agreement) provides several
mechanisms for the orderly transition of the Companys ownership from 51% to 100%. The LLC
agreement also includes participation rights that require the Company to pay Eclipse 10% or 5% of
the amount by which the net proceeds exceed the enterprise value if the Company sells PCTEL Secure
before December 31, 2014 or 2015, respectively. The features are summarized as follows:
|
|
|
|
|
|
|
Instrument |
|
Notional Amount |
|
Contingency |
|
Period |
The Companys 1st call right
|
|
19% of membership interests
|
|
None
|
|
1/1/2012 3/31/2012 |
|
|
|
|
|
|
|
Eclipses put right
|
|
19% of membership interests
|
|
Exercisable if the Company does not
exercise 1st call right
|
|
4/1/2012 4/10/2012 |
|
|
|
|
|
|
|
The Companys 2nd call right
|
|
Remaining Eclipse
membership interests
|
|
Purchase all of remaining Eclipse interests
|
|
10/1/2013 12/31/2013 |
|
|
|
|
|
|
|
Eclipses participation right
|
|
10% of the difference
between net proceeds from
sale and enterprise value
|
|
The Company exercises 2nd call right and
sells subsidiary within 12 months
|
|
ends 12/31/14 |
|
|
|
|
|
|
|
Eclipses participation right
|
|
5% of the difference
between net proceeds from
sale and enterprise value
|
|
The Company exercises 2nd call right and
sells subsidiary between 13 and 24 months
|
|
ends 12/31/15 |
|
|
|
|
|
|
|
The Companys 3rd call right
|
|
Remaining Eclipse
membership interests
|
|
The Company does not exercise 2nd call right
|
|
begins 7/1/2014 |
The Companys 1st call right: the Company has the right to exercise its 1st call right
during the period January 1, 2012 through March 31, 2012, which would require Eclipse to sell to
the Company 19% of its membership interests for a price that represents 19% of the enterprise value
(EV) on the exercise date, with a provision that the minimum price is 19% of $4.9 million.
Eclipse put right: If the Company does not exercise the first call right, then at any time
during the period April 1, 2012 through April 10, 2012, Eclipse can exercise its put right to
require the Company to purchase Eclipses interest in PCTEL Secure at the price of 19% of $4.9
million.
The Companys 2nd call right: During the period October 1, 2013 through December 31, 2013,
the Company has the option to issue a notice to Eclipse requiring it to sell to the Company all of
its remaining membership interests in PCTEL Secure at the EV, with a provision that
minimum EV is $4.9 million. Such remaining membership interests could represent between 30% and
49%, depending on whether the 1st call or the Eclipse put right were exercised.
13
Eclipse participation right: If the Company exercises the 2nd call right and subsequently
sells PCTEL Secure within 12 months of exercising the 2nd call right, then Eclipse holds a
participation right that requires the Company to pay to Eclipse 10% of the amount by which the net
proceeds exceed the EV used in the calculation of the price of the 2nd call right. Also, if the
Company exercises the 2nd call right and subsequently sells subsidiary between 13 months and 24
months of exercising the 2nd call right, then Eclipse holds a participation right that requires the
Company to pay to Eclipse 5% of the amount by which the net proceeds exceed the EV used in the
calculation of the price of the 2nd call right. (If consideration for the sale is received by the
Company in a form other than cash, Eclipse is entitled to 10% or 5% of non-cash consideration
received as proceeds.)
The Companys 3rd call right: If the 2nd call right is not exercised, and after 8 months,
Eclipse fails to complete a sale of its membership interests, then the Company has the right to
purchase Eclipses membership interests using the EV calculated at the expiration of the 2nd call
right.
The enterprise value is based on a multiple of revenues and backlog. In accordance with accounting
for redeemable financial instruments, the Company determined that the $0.9 million fair value of
this put right is classified as redeemable equity. It is redeemable equity because the price is
fixed for this financial instrument, and the 19% of Eclipses membership interest can be redeemed
at the option of the holder, Eclipse, through the exercise of its put right, or at the option of
the Company, through the exercise of its first call right.
Eclipse identified an employee of PCTEL Secure and two contractors for Eclipse as key contributors
of services. Eclipse entered into cash bonus arrangement with the three key contributors. The
bonus agreements grant these key contributors the right for each to receive a cash bonus from the
net proceeds received by Eclipse upon exercise of Eclipses exit option, the Companys
2nd call right, or the Companys 3rd call right, which results in a
qualifying sale of Eclipses membership interests in the subsidiary. Participation in the net
proceeds paid to Eclipse from a qualifying sale of Eclipses membership interests is equivalent to
each key contributor having been a 5% owner of PCTEL Secure.
During the three months ended June 30, 2011, the Company recorded $0.1 million of compensation
expense for share based payments in accordance with accounting for stock compensation for the
employee of PCTEL Secure. During the six months ended June 30, 2011, the Company recorded $3.1
million of compensation expense in accordance with accounting for share based payments to
nonemployees for the two contractors of PCTEL Secure and $0.3 million of employee compensation
expense for the employee of PCTEL Secure. The Company recognized the total share-based payment
obligation of $3.1 million for the bonus payouts to the contractors on January 5, 2011 because the
quantity and terms of the equity instruments are known upfront for the share-based payment
arrangements between the contractors and Eclipse since each key contributor receives a specific
percentage of the net proceeds received by Eclipse upon a qualifying sale of its interests and the
amount of proceeds for the qualifying sale are determined based on a predetermined multiple of
revenues and backlog. Further, forfeiture is unlikely because of sufficiently large disincentives
for nonperformance. The Company recorded $0.1 million of employee compensation expense for the
share based payment obligation for the employee of PCTEL Secure, which is the pro-rata portion of
the total expense to be recognized over the requisite service period of three years. The fair
value of the bonus amounts was based on the projected enterprise value as of December 31, 2013.
Subsequent changes in the fair value for the awards will be recognized in earnings each reporting
period. Since the Company is a noncontributing investor to the share-based payment arrangements,
the Company recognized income of $1.6 million, equal to the amount that its interest in PCTEL
Secures equity increased as a result of the disproportionate funding of the compensation costs.
This amount is included in other income, net in the condensed consolidated statements of operations
for the three and six months ended June 30, 2011.
PCTEL Secure incurred losses of $0.6 million and $4.1 million for the three and six months ended
June 30, 2011, respectively. Since the allocation of PCTEL Secures profits and losses is based on
its prorated share of unit ownership, the Company recorded $0.3 million and $2.1 million as net
loss attributable to noncontrolling interest for the three and six months ended June 30, 2011. See
the segment information in Note 14 for information related to the financial results of PCTEL
Secure. The noncontrolling equity on the balance sheet reflects Eclipses share of the equity of
PCTEL Secure. The noncontrolling equity includes permanent equity of $2.3 million and redeemable
equity of $0.9 million. The redeemable equity is reflected in the mezzanine section of the balance
sheet. See Note 9 related to equity for the reconciliation of these noncontrolling interest
amounts.
7. Acquisitions
Acquisition of Sparco Technologies, Inc.
On January 12, 2010, the Company acquired all of the outstanding share capital of Sparco pursuant
to a Share Purchase Agreement among the Company, Sparco, and David R. Dullnig, Valerie Dullnig,
Chris Cooke, and Glenn Buckner, the holders of the outstanding share capital of Sparco. Sparco is
a San Antonio, Texas based company that specializes in selling value-added wireless local area
network (WLAN) products and services to the enterprise, education, hospitality, and healthcare
markets. Sparcos product line includes antennas for WLAN,
14
national electrical manufacturers
association (NEMA) enclosures and mounting accessories, site survey tools, and amplifiers. With
this acquisition, the Company extended its product offering, channel penetration and technology
base in wireless enterprise products.
The Company assumed a lease for a 6,300 square foot facility used for operations and sales
activities in San Antonio, Texas that expired in January 2011. The Company integrated Sparcos
manufacturing and distribution operations in its Bloomingdale, Illinois facility in the third
quarter 2010 and moved the sales offices to a new location in San Antonio, Texas in January 2011.
The consideration for Sparco was $2.5 million, consisting of $2.4 million in cash consideration and
$0.1 million related to the Companys outstanding receivable balance from Sparco at the date of
acquisition. Of the $2.4 million cash consideration, $2.1 million was payable to the Sparco
shareholders and $0.3 million was used to discharge outstanding debt liabilities. At June 30, 2011
and December 31, 2010, approximately $0.2 million remains outstanding, consisting of the final
payments due related to shareholders or to third parties. The $0.2 million due is included in
accrued liabilities. The cash consideration paid in connection with the acquisition was provided
from the Companys existing cash. The acquisition related costs for the Sparco purchase were not
significant to the Companys condensed consolidated financial statements.
The consideration was allocated based on fair value: $1.1 million to net tangible liabilities, $3.3
million to customer relationships, $0.3 million to trade names and other intangible assets. The
fair value of the net assets acquired exceeded the total investment by $54. This $54 gain on the
bargain purchase of Sparco was recorded in other income, net in the condensed consolidated
statements of operations. There was no goodwill recorded with this transaction. The consideration
was determined based on the fair value of the intangible assets modeled at the time of the
negotiation, which were updated at the time of closing. An immaterial bargain purchase amount
resulted from the process of validating the Companys initial fair value model assumptions with
actual performance information from the first quarter of operations. The intangible assets are
being amortized for book purposes, but are not deductible for tax purposes. At the date of the
acquisition, the weighted average amortization period of the intangible assets acquired was 5.3
years. The Company estimated the fair value (and remaining useful lives) of the assets and
liabilities.
15
The following is the allocation of the purchase price for Sparco at the date of the acquisition:
|
|
|
|
|
Current assets: |
|
|
|
|
Cash |
|
$ |
91 |
|
Accounts receivable |
|
|
269 |
|
Prepaids and other assets |
|
|
5 |
|
Inventories |
|
|
205 |
|
Fixed assets |
|
|
10 |
|
Deferred tax assets |
|
|
53 |
|
|
|
|
|
Total current assets |
|
|
633 |
|
|
|
|
|
|
|
|
|
|
Intangible assets: |
|
|
|
|
Customer relationships |
|
|
3,350 |
|
Trade names |
|
|
268 |
|
Backlog |
|
|
12 |
|
Non-compete |
|
|
11 |
|
|
|
|
|
Total intangible assets |
|
|
3,641 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
4,274 |
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
Accounts payable |
|
|
326 |
|
Accrued liabilities |
|
|
46 |
|
|
|
|
|
Total current liabilities |
|
|
372 |
|
|
|
|
|
|
|
|
|
|
Long term liabilities: |
|
|
|
|
Deferred tax liabilities |
|
|
1,347 |
|
|
|
|
|
|
|
|
|
|
Total long term liabilities |
|
|
1,347 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired |
|
$ |
2,555 |
|
|
|
|
|
Purchase of assets from Ascom Network Testing, Inc.
On December 30, 2009, the Company entered into and closed an Asset Purchase Agreement (the Ascom
APA) with Ascom. Under the terms of the Ascom APA, the Company acquired all of the assets related
to Ascoms scanning receiver business (WTS scanning receivers). The WTS scanners receiver
business was a small part of Comarcos WTS segment, a business that Ascom acquired in 2009. The
WTS scanning receivers augment the Companys scanning receiver product line.
The WTS scanning receiver business has been integrated with the Companys scanning receiver
operations in Germantown, Maryland. As contemplated by the Ascom APA, the parties concurrently
entered into a Transition Services Agreement (TSA). Under the TSA, Ascom manufactured and
assembled the scanner products until the operations were integrated with the Companys own
operations in its
Germantown, Maryland facility. The TSA was completed as of June 30, 2010. In accordance with the
Ascom APA, the Company also funded the development of compatibility between its scanning receivers
and Ascoms benchmarking solution.
Separately, the Company and Ascom renewed their existing supply agreement, which remains
non-exclusive. Under the supply agreement, the Company continues to supply both the Companys
scanning receivers and the WTS scanning receivers to the newly formed Ascom Network Testing
Division that consolidated the testing businesses for mobile telecom carriers of Ascom.
The purchase price of $4.5 million for the scanning receiver assets of Ascom was allocated based on
fair value: $0.3 million to net tangible assets, $3.8 million to customer relationships, $0.3
million to core technology and trade names, and $0.1 million to other intangible assets. The
technology includes $0.2 million of in-process R&D related to LTE scanner development. The
projects related to the in-process research and development was completed in the third quarter of
2010. The tangible assets include inventory and warranty obligations. There was no goodwill
recorded from this acquisition. The intangible assets are being amortized for book purposes and
are tax deductible. At the date of
16
the acquisition, the weighted average book amortization period
of the intangible assets was 5.2 years. The Company estimated the fair value (and remaining useful
lives) of the assets and liabilities.
The following is the allocation of the purchase price for Ascom at the date of the acquisition:
|
|
|
|
|
Current assets: |
|
|
|
|
Inventory |
|
$ |
248 |
|
|
|
|
|
|
Intangible assets: |
|
|
|
|
Core technology |
|
|
254 |
|
Customer relationships |
|
|
3,833 |
|
Trade names |
|
|
52 |
|
Other, net |
|
|
130 |
|
|
|
|
|
Total intangible assets |
|
|
4,269 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
4,517 |
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
Warranty accrual |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired |
|
$ |
4,491 |
|
|
|
|
|
The purchase price was based on $4.3 million paid at the close of the transaction and $0.2 million
of contingent consideration due in two equal installments in December 2010 and 2011, respectively.
The cash consideration paid in connection with the acquisition was provided from the Companys
existing cash. The $0.2 million of contingent consideration was based upon achievement of certain
revenue objectives and at December 31, 2009, the Company included the future payments due in the
purchase price because it believed that the achievement of these objectives was more likely than
not. The revenue target for 2010 was not met, and as of December 31, 2010, the Company determined
that the revenue target for 2011 would more than likely not be met. At December 31, 2010, the
Company recorded a write off of the $0.2 million contingent consideration as miscellaneous income.
Due to the revised revenue projections for the WTS scanning receivers, the Company also recorded
impairment expense of $0.2 million. See the intangible asset section of Note 1 for further
discussion of the intangible asset impairment for Ascom
8. Stock-Based Compensation
The condensed consolidated statements of operations include $1.0 million and $1.8 million of
stock compensation expense for the three and six months ended June 30, 2011, respectively. Stock
compensation expense for the three months ended June 30, 2011 consists of $0.9 million for
restricted stock awards and $0.1 million for performance share awards, stock option and stock
purchase plan expenses. Stock
compensation expense for the six months ended June 30, 2011 consists of $1.6 million for restricted
stock awards, $0.1 million for performance share awards, and $0.1 million for stock option and
stock purchase plan expenses.
The condensed consolidated statements of operations include $1.6 million and $2.5 million of stock
compensation expense for the three and six months ended June 30, 2010, respectively. Stock
compensation expense for the three months ended June 30, 2010 consists of $1.2 million for
restricted stock awards, $0.1 million for performance share awards, $0.1 million for stock option
and stock purchase plan expenses and $0.2 million for stock bonuses. Stock compensation expense
for the six months ended June 30, 2010 consists of $1.9 million for restricted stock awards, $0.2
million for performance share awards, $0.1 million for stock option and stock purchase plan
expenses, and $0.3 million for stock bonuses.
The Company did not capitalize any stock compensation expense during the three and six months ended
June 30, 2011 or 2010, respectively. The Company did not issue any stock awards to employees or
contributors of PCTEL Secure during the three and six months ended June 30, 2011.
17
Total stock-based compensation is reflected in the condensed consolidated statements of operations
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Cost of revenues |
|
$ |
68 |
|
|
$ |
165 |
|
|
$ |
137 |
|
|
$ |
256 |
|
Research and development |
|
|
156 |
|
|
|
205 |
|
|
|
312 |
|
|
|
354 |
|
Sales and marketing |
|
|
157 |
|
|
|
273 |
|
|
|
338 |
|
|
|
481 |
|
General and administrative |
|
|
608 |
|
|
|
912 |
|
|
|
1,023 |
|
|
|
1,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
989 |
|
|
$ |
1,555 |
|
|
$ |
1,810 |
|
|
$ |
2,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Service Based
The Company grants restricted shares as employee incentives as permitted under the Companys 1997
Stock Plan, as amended and restated (1997 Stock Plan). In connection with the grant of
restricted stock to employees, the Company records deferred stock compensation representing the
fair value of the common stock on the date the restricted stock is granted. Stock compensation
expense is recorded ratably over the vesting period of the applicable shares. These grants vest
over various periods, but typically vest over four years.
For the three months ended June 30, 2011, the Company did not issue any restricted stock awards and
recorded cancellations of 17,100 shares with grant date fair value of $0.1 million. For the six
months ended June 30, 2011, the Company issued 154,750 shares of restricted stock with grant date
fair value of $1.0 million and recorded cancellations of 22,425 shares with grant date fair value
of $0.1 million.
For the three months ended June 30, 2011, 14,525 restricted shares vested with grant date fair
value of $0.1 million and intrinsic value of $0.1 million. For the six months ended June 30, 2011,
396,221 restricted shares vested with grant date fair value of $2.5 million and intrinsic value of
$2.9 million.
For the three months ended June 30, 2010, the Company issued 73,600 shares of restricted stock with
grant date fair value of $0.4 million and recorded cancellations of 59,150 shares with grant date
fair value of $0.3 million. For the six months ended June 30, 2010, the company issued 758,250
shares of restricted stock with grant date fair value of $4.7 million and recorded cancellations of
77,750 shares with grant date fair value of $0.4 million.
For the three months ended June 30, 2010, 8,275 restricted shares vested with grant date fair value
of $0.1 million and intrinsic value of $48. For the six months ended June 30, 2010, 334,200
restricted shares vested with grant date fair value of $2.2 million and intrinsic value of $1.9
million.
At June 30, 2011, total unrecognized compensation expense related to restricted stock was
approximately $4.5 million, net of forfeitures to be recognized through 2016 over a weighted
average period of 1.8 years.
The following table summarizes restricted stock activity for the six months ended June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant Date |
|
|
|
Shares |
|
|
Fair Value |
|
Unvested Restricted Stock Awards December 31, 2010 |
|
|
1,274,316 |
|
|
$ |
5.93 |
|
Shares awarded |
|
|
154,750 |
|
|
|
6.47 |
|
Performance share units converted to restricted stock awards |
|
|
102,941 |
|
|
|
6.21 |
|
Shares vested |
|
|
(396,221 |
) |
|
|
6.35 |
|
Shares cancelled |
|
|
(22,425 |
) |
|
|
5.47 |
|
|
|
|
|
|
|
|
Unvested Restricted Stock Awards June 30, 2011 |
|
|
1,113,361 |
|
|
$ |
5.89 |
|
18
Stock Options
The Company may grant stock options to purchase the common stock. The Company issues stock options
with exercise prices no less than the fair value of the Companys stock on the grant date.
Employee options contain gradual vesting provisions, whereby 25% vest one year from the date of
grant and thereafter in monthly increments over the remaining three years. The Board of Director
options vest on the first anniversary of the grant year. Stock options may be exercised at any
time prior to their expiration date or within ninety days of termination of employment, or such
shorter time as may be provided in the related stock option agreement. Historically, the Company
has granted stock options with a ten year life. Beginning with options granted in July 2010, the
Company granted stock options with a seven year life. During 2010 and 2011, the Company awarded
stock options to eligible new employees for incentive purposes.
The fair value of each unvested option was estimated on the date of grant using the Black-Scholes
option valuation model. The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly subjective
assumptions including the expected stock price volatility and expected option life. Because the
Companys employee stock options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially affect the fair
value estimate, the existing models may not necessarily provide a reliable single measure of the
fair value of the employee stock options.
During the three months ended June 30, 2011 the Company issued 200 stock options with a weighted
average grant date value of $3.20. During the six months ended June 30, 2011 the Company issued
4,000 stock options with a weighted average grant date value of $3.15. The Company received
proceeds of $18 from the exercise of 2,500 options during the three and six months ended June 30,
2011. The intrinsic value of these options exercised was $1. During the three and six months
ended June 30, 2011, respectively, 5,360 and 74,560 options were either forfeited or expired.
The Company issued 8,500 stock options with a weighted average grant date value of $2.67 during the
three and six months ended June 30, 2010. The Company received $5 in proceeds from the exercise of
781 options during the three six months ended June 30, 2010. During the three and six months ended
June 30, 2010, respectively, 412,917 and 439,811 options were either forfeited or expired.
As of June 30, 2011, the unrecognized compensation expense related to the unvested portion of the
Companys stock options was approximately $0.1 million, net of estimated forfeitures to be
recognized through 2015 over a weighted average period of 1.8 years.
The range of exercise prices for options outstanding and exercisable at June 30, 2011 was $5.50 to
$12.16. The following table summarizes information about stock options outstanding under all stock
plans at June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Weighted- |
|
|
|
|
|
|
Weighted |
|
Range of |
|
|
Number |
|
|
Contractual Life |
|
|
Average |
|
|
Number |
|
|
Average |
|
Exercise Prices |
|
|
Outstanding |
|
|
(Years) |
|
|
Exercise Price |
|
|
Exercisable |
|
|
Exercise Price |
|
$ 5.50 |
|
|
|
|
|
$ |
7.20 |
|
|
|
221,723 |
|
|
|
3.96 |
|
|
$ |
6.84 |
|
|
|
196,000 |
|
|
$ |
6.93 |
|
7.21 |
|
|
|
|
|
|
7.93 |
|
|
|
194,346 |
|
|
|
2.91 |
|
|
|
7.67 |
|
|
|
189,815 |
|
|
|
7.68 |
|
7.95 |
|
|
|
|
|
|
8.48 |
|
|
|
161,347 |
|
|
|
1.37 |
|
|
|
8.07 |
|
|
|
161,347 |
|
|
|
8.07 |
|
8.49 |
|
|
|
|
|
|
9.09 |
|
|
|
228,600 |
|
|
|
4.28 |
|
|
|
8.86 |
|
|
|
227,700 |
|
|
|
8.86 |
|
9.11 |
|
|
|
|
|
|
9.19 |
|
|
|
156,627 |
|
|
|
5.08 |
|
|
|
9.16 |
|
|
|
156,627 |
|
|
|
9.16 |
|
9.30 |
|
|
|
|
|
|
10.25 |
|
|
|
152,900 |
|
|
|
4.04 |
|
|
|
9.75 |
|
|
|
149,079 |
|
|
|
9.75 |
|
10.46 |
|
|
|
|
|
|
10.75 |
|
|
|
187,660 |
|
|
|
2.18 |
|
|
|
10.69 |
|
|
|
187,281 |
|
|
|
10.69 |
|
10.80 |
|
|
|
|
|
|
11.55 |
|
|
|
157,050 |
|
|
|
2.89 |
|
|
|
11.25 |
|
|
|
157,050 |
|
|
|
11.25 |
|
11.68 |
|
|
|
|
|
|
11.84 |
|
|
|
57,000 |
|
|
|
2.61 |
|
|
|
11.81 |
|
|
|
57,000 |
|
|
|
11.81 |
|
12.16 |
|
|
|
|
|
|
12.16 |
|
|
|
6,400 |
|
|
|
2.80 |
|
|
|
12.16 |
|
|
|
6,400 |
|
|
|
12.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 5.50 |
|
|
|
|
|
$ |
12.16 |
|
|
|
1,523,653 |
|
|
|
3.34 |
|
|
$ |
9.05 |
|
|
|
1,488,299 |
|
|
$ |
9.10 |
|
19
The intrinsic value and contractual life of the options outstanding and exercisable at June
30, 2011 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
Average |
|
|
|
|
Contractual |
|
Intrinsic |
|
|
Life (years) |
|
Value |
Options Outstanding |
|
|
3.34 |
|
|
$ |
13 |
|
Options Exercisable |
|
|
3.25 |
|
|
$ |
4 |
|
The intrinsic value is based on the share price of $6.48 at June 30, 2011.
The following table summarizes the stock option activity for the six months ended June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Options |
|
|
Exercise |
|
|
|
Outstanding |
|
|
Price |
|
Outstanding at December 31, 2010 |
|
|
1,596,713 |
|
|
$ |
9.04 |
|
Granted |
|
|
4,000 |
|
|
|
7.28 |
|
Exercised |
|
|
(2,500 |
) |
|
|
7.30 |
|
Expired or Cancelled |
|
|
(73,060 |
) |
|
|
9.01 |
|
Forfeited |
|
|
(1,500 |
) |
|
|
6.14 |
|
|
|
|
|
|
|
|
Outstanding at June 30, 2011 |
|
|
1,523,653 |
|
|
$ |
9.05 |
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2011 |
|
|
1,488,299 |
|
|
$ |
9.10 |
|
Performance Units
The Company grants performance units to certain executive officers. Shares are earned upon
achievement of defined performance goals such as revenue and earnings. Certain performance units
granted are subject to a service period before vesting. The fair value of the performance units
issued is based on the Companys stock price on the date the performance units are granted. The
Company records expense for the performance units based on estimated achievement of the performance
goals.
During the six months ended June 30, 2011, the Company granted 139,691 performance units with a
grant date fair value of $1.0 million and cancelled 35,083 performance units with a grant date fair
value of $0.4 million. During the six months ended June 30, 2011, 30,037 performance units vested
with a grant date fair value of $290 and intrinsic value of $225, and 102,941 performance units
were converted to time-based restricted stock awards.
During the three months ended June 30, 2010, no performance units were granted or vested. During
the six months ended June 30, 2010, the company granted 85,000 performance units with a grant date
fair value of $0.5 million, and the Company cancelled 11,830 performance units with a grant date
fair value of $0.1 million.
As of June 30, 2011, the unrecognized compensation expense related to the unvested portion of the
Companys performance units was approximately $0.8 million, to be recognized through 2014 over a
weighted average period of 1.9 years
20
The following table summarizes the performance share activity during the six months ended June 30,
2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant Date |
|
|
|
Shares |
|
|
Fair Value |
|
Unvested Performance Units December 31, 2010 |
|
|
161,276 |
|
|
$ |
7.79 |
|
Units awarded |
|
|
139,691 |
|
|
|
6.45 |
|
Units vested |
|
|
(30,037 |
) |
|
|
9.67 |
|
Performance share units converted to restricted stock awards |
|
|
(102,941 |
) |
|
|
6.21 |
|
Units cancelled |
|
|
(35,083 |
) |
|
|
10.42 |
|
|
|
|
|
|
|
|
Unvested Performance Units June 30, 2011 |
|
|
132,906 |
|
|
$ |
6.48 |
|
Restricted Stock Units
The Company grants restricted stock units as employee incentives as permitted under the Companys
1997 Stock Plan. Employee restricted stock units are time-based awards and are amortized over the
vesting period. At the vesting date, these units are converted to shares of
common stock. These units vest over various periods, but typically vest over four years. The fair
value of the restricted stock units issued is based on the Companys stock price on the date the
restricted stock units are granted.
No time-based restricted stock units were granted or vested during the three or six months ended
June 30, 2011. The Company issued 4,400 time-based restricted stock units with a fair value of $28
to employees during the six months ended June 30, 2011. During the first quarter of 2011, 1,500
restricted stock units vested with a grant date fair value of $9 and intrinsic value of $11.
No time-based restricted stock units were granted in the three months ended June 30, 2010. The
Company granted 6,000 time-based restricted stock units with a fair value of $37 to employees
during the six months ended June 30, 2010.
As of June 30, 2011, the unrecognized compensation expense related to the unvested portion of the
Companys restricted stock units was approximately $53, to be recognized through 2015 over a
weighted average period of 2.0 years.
The following table summarizes the restricted stock unit activity during the three months ended
June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant Date |
|
|
|
Shares |
|
|
Fair Value |
|
Unvested Restricted Stock Units December 31, 2010 |
|
|
7,875 |
|
|
$ |
6.13 |
|
Units awarded |
|
|
4,400 |
|
|
|
6.47 |
|
Units vested |
|
|
(1,500 |
) |
|
|
6.22 |
|
|
|
|
|
|
|
|
Unvested Restricted Stock Units June 30, 2011 |
|
|
10,775 |
|
|
$ |
6.26 |
|
Employee Stock Purchase Plan (ESPP)
The ESPP enables eligible employees to purchase common stock at the lower of 85% of the fair market
value of the common stock on the first or last day of each offering period. Each offering period
is six months. The Company received proceeds of $0.3 million from the issuance of 54,751 shares
under the ESPP in February 2011 and received proceeds of $0.2 million from the issuance of 44,360
shares under the ESPP in February 2010.
Based on the 15% discount and the fair value of the option feature of this plan, this plan is
considered compensatory. Compensation expense is calculated using the fair value of the employees
purchase rights under the Black-Scholes model.
21
The Company calculated the fair value of each employee stock purchase grant on the date of
grant using the Black-Scholes option-pricing model using the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
Dividend yield |
|
None |
|
None |
Risk-free interest rate |
|
|
0.3 |
% |
|
|
0.4 |
% |
Expected volatility |
|
|
52 |
% |
|
|
49 |
% |
Expected life (in years) |
|
|
0.5 |
|
|
|
0.5 |
|
The risk-free interest rate was based on the U.S. Treasury yields with remaining term that
approximates the expected life of the shares granted. The Company uses a dividend yield of None
in the valuation model for shares related to the ESPP. The Company has paid only one cash dividend
in its history which was paid in May 2008. The Company does not anticipate the payment of regular
dividends in the future. The Company calculates the volatility based on a five-year historical
period of the Companys stock price. The expected life used is based on the length of the offering
period.
Short Term Bonus Incentive Plan (STIP)
Bonuses related to the Companys 2010 Short Term Incentive Plan (STIP) were paid in the Companys
common stock to executives and in cash to non-executives. The shares earned under the plan were
issued in the first quarter following the end of the fiscal year. In March 2011, the Company
issued 48,345 shares, net of shares withheld for payment of withholding tax under the 2010 STIP.
In March 2010, the Company issued 1,952 shares, net of shares withheld for payment of withholding
tax under the 2009 STIP, and in October 2010, under a severance agreement, issued another 6,339
shares, net of shares withheld for payment of withholding tax, under the 2010 STIP. For the 2011
STIP, executive and non-executive bonuses earned will be paid 100% in cash.
Board of Director Equity Awards
The Board of Directors elected to receive their annual equity award in the form of shares of the
Companys stock or in shares of vested restricted stock units. The director shares and restricted
stock units are awarded annually in June. During the quarter ended June 30, 2011, 12,958 shares
were awarded that vested immediately and 28,508 vested restricted stock units were awarded. During
the quarter ended June 30, 2010, 27,971 shares were awarded that vested immediately and 16,099
vested restricted stock units were awarded.
Employee Withholding Taxes on Stock Awards
For ease in administering the issuance of stock awards, the Company holds back shares of vested
restricted stock awards and short-term incentive plan stock awards for the value of the statutory
withholding taxes. The Company paid $1.2 million and $0.7 million for withholding taxes related to
stock awards during the six months ended June 30, 2011 and 2010, respectively.
Stock Repurchases
The Company repurchases shares of common stock under share repurchase programs authorized by the
Board of Directors. All share repurchase programs are announced publicly. On November 21, 2008,
the Board of Directors authorized the repurchase of shares up to a value of $5.0 million. The
Company repurchased 43,090 shares at an average price of $6.02 during the three and six months
ended June 30, 2011. The Company repurchased 215,495 shares at an average price of $6.04 during
the three and six months ended June 30, 2010. At June 30, 2011, the Company had $2.3 million
remaining to be purchased under this program.
22
9. Equity
The following table is a summary of total equity for the six months ended June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2011 |
|
|
|
Attributable |
|
|
Noncontrolling interest |
|
|
|
to PCTEL |
|
|
Redeemable |
|
|
Permanent |
|
|
Total |
|
Balance at beginning of period |
|
$ |
116,655 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(93 |
) |
|
|
(1,258 |
) |
|
|
(797 |
) |
|
|
(2,055 |
) |
Other comprehensive income |
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
|
(64 |
) |
|
|
(1,258 |
) |
|
|
(797 |
) |
|
|
(2,055 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation, net |
|
|
614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Initital capitalization for PCTEL Secure |
|
|
|
|
|
|
1,944 |
|
|
|
456 |
|
|
|
2,400 |
|
Share-based payments for PCTEL Secure |
|
|
|
|
|
|
1,648 |
|
|
|
|
|
|
|
1,648 |
|
Adjustment to temporary equity for PCTEL Secure |
|
|
(1,272 |
) |
|
|
|
|
|
|
1,272 |
|
|
|
1,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
|
(722 |
) |
|
|
2,334 |
|
|
|
931 |
|
|
|
3,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
$ |
115,933 |
|
|
$ |
2,334 |
|
|
$ |
931 |
|
|
$ |
3,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interest in the condensed consolidated financial statements consists of
Eclipses 49% interest in PCTEL Secure. The $2.4 million represents 49% of the initial
capitalization of the subsidiary. During the six months ended June 30, 2011, the Company
recognized compensation costs of $3.4 million for three key contributors and 49% of the expense
associated with these awards is credited to Eclipses noncontrolling interest. Since the
redeemable equity is fixed at $0.9 million, the Company recorded a $1.3 million adjustment to
retained earnings. See Note 6 for more information related to PCTEL Secure.
23
The following table is a summary of the activity in stockholders equity of the Company during the
six months ended June 30, 2011 and 2010, respectively:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
Number of common shares outstanding: |
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
|
18,286 |
|
|
|
18,494 |
|
Common stock repurchases |
|
|
(43 |
) |
|
|
(215 |
) |
Stock-based compensation, net of taxes |
|
|
267 |
|
|
|
638 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
|
18,510 |
|
|
|
18,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock: |
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
18 |
|
|
$ |
18 |
|
Stock-based compensation, net of taxes |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
18 |
|
|
$ |
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital: |
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
137,154 |
|
|
$ |
138,141 |
|
Stock-based compensation, net of taxes |
|
|
873 |
|
|
|
2,058 |
|
Common stock repurchases |
|
|
(259 |
) |
|
|
(1,300 |
) |
Tax Effect from stock-based compensation |
|
|
|
|
|
|
(131 |
) |
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
137,768 |
|
|
$ |
138,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated deficit: |
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
(20,578 |
) |
|
$ |
(17,122 |
) |
Adjustment related to temporary equity |
|
|
(1,272 |
) |
|
|
|
|
Net loss attributable to PCTEL, Inc. |
|
|
(93 |
) |
|
|
(1,824 |
) |
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
(21,943 |
) |
|
$ |
(18,946 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
61 |
|
|
$ |
31 |
|
Foreign translation |
|
|
29 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
90 |
|
|
$ |
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity of PCTEL, Inc. |
|
$ |
115,933 |
|
|
$ |
119,867 |
|
|
|
|
|
|
|
|
10. Benefit Plans
Employee Benefit Plans
The Companys 401(k) plan covers all of the U.S. employees beginning the first of the month
following the month they begin their employment. Under this plan, employees may elect to
contribute up to 15% of their current compensation to the 401(k) plan, up to the statutorily
prescribed annual limit. The Company may make discretionary contributions to the 401(k) plan. The
Company made employer contributions of $165 and $154 to the 401(k) plan for the three months ended
June 30, 2011 and 2010, respectively. The Company made employer contributions of $360 and $306 to
the 401(k) plan for the six months ended June 30, 2011 and 2010, respectively. The Company also
contributes to various retirement plans for foreign employees. The Company made contributions to
these plans of $27 and $18 for the three months ended June 30, 2011 and 2010, respectively. The
Company made contributions to these plans of $67 and $36 for the six months ended June 30, 2011 and
2010, respectively.
24
Executive Deferred Compensation Plan
The Company provides an Executive Deferred Compensation Plan for executive officers and senior
managers. Under this plan, the executives may defer up to 50% of salary and 100% of cash bonuses.
In addition, the Company provides a 4% matching cash contribution which vests over three years
subject to the executives continued service. The executive has a choice of investment
alternatives from a menu of mutual funds. The plan is administered by the Compensation Committee
and an outside party tracks investments and provides the executives with quarterly statements
showing relevant contribution and investment data. Upon termination of employment, death,
disability or retirement, the executive will receive the value of his or her account in accordance
with the provisions of the plan. Upon retirement, the executive may request to receive either a
lump sum payment, or payments in annual installments over 15 years or over the lifetime of the
participant with 20 annual payments guaranteed. The deferred compensation obligation included in
Long-Term Liabilities in the condensed consolidated balance sheets was $1.3 million at June 30,
2011 and $1.2 million at December 31, 2010. The Company funds the obligation related to the
Executive Deferred Compensation Plan with corporate-owned life insurance policies. The cash
surrender value of such policies is included in Other Non-Current Assets.
11. Restructuring
During the six months ended June 30, 2011, the Company paid $0.3 million for restructuring
liabilities related to its 2010 functional reorganization. The Company did not incur any
restructuring expenses for the three and six months ended June 30, 2011.
The following table summarizes the restructuring activity during the six months ended June 30, 2011
and the status of the reserves at June 30, 2011:
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, 2011 |
|
Beginning balance |
|
$ |
324 |
|
Restructuring expense |
|
|
|
|
Cash payments |
|
|
(264 |
) |
|
|
|
|
Ending balance |
|
$ |
60 |
|
|
|
|
|
12. Commitments and Contingencies
Leases
The Company has operating leases for office facilities through 2016 and office equipment through
2014. The future minimum rental payments under these leases at June 30, 2011, are as follows:
|
|
|
|
|
Year |
|
Amount |
|
2011 |
|
$ |
365 |
|
2012 |
|
|
724 |
|
2013 |
|
|
222 |
|
2014 |
|
|
97 |
|
2015 |
|
|
88 |
|
2016 |
|
|
45 |
|
|
|
|
|
Future minumum lease payments |
|
$ |
1,541 |
|
|
|
|
|
The Company does not have any capital leases.
Warranty Reserve and Sales Returns
The Company allows its major distributors and certain other customers to return unused product
under specified terms and conditions. The Company accrues for product returns based on historical
sales and return trends. The Companys allowance for sales returns was $0.2 million at June 30,
2011 and December 31, 2010, respectively.
The Company offers repair and replacement warranties of primarily two years for antenna products
and one year for scanners and receivers.
25
The Companys warranty reserve is based on historical
sales and costs of repair and replacement trends. The warranty reserve was $0.2 million and $0.3
million at June 30, 2011 and December 31, 2010, respectively, and is included in other accrued
liabilities in the accompanying condensed consolidated balance sheets.
Changes in the warranty reserves during the three months ended June 30, 2011 and 2010, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Beginning balance |
|
$ |
257 |
|
|
$ |
228 |
|
Provisions for warranty |
|
|
127 |
|
|
|
23 |
|
Consumption of reserves |
|
|
(174 |
) |
|
|
(37 |
) |
|
|
|
|
|
|
|
Ending balance |
|
$ |
210 |
|
|
$ |
214 |
|
|
|
|
|
|
|
|
13. Income Taxes
The Company recorded an income tax benefit of $0.2 million in the six months ended June 30,
2011. The tax benefit for the six months ended June 30, 2011 differs from the statutory rate of
35% by approximately 25% primarily because of the noncontrolling interest in PCTEL Secure, as well
as a rate change for deferred taxes recorded as a discreet item in the first quarter of 2011.
The Company recorded an income tax benefit of $1.1 million in the six months ended June 30, 2010.
This tax benefit for the six months ended June 30, 2010 differs from the statutory rate of 35% by
approximately 2% because of permanent tax differences and state and foreign taxes.
The Companys valuation allowance against its deferred tax assets was $0.7 million at June 30, 2011
and December 31, 2010. On a regular basis, management evaluates the recoverability of deferred tax
assets and the need for a valuation allowance. Such evaluations involve the application of
significant judgment. Management considers multiple factors in its evaluation of the need for a
valuation allowance. The Company has incurred a cumulative taxable loss from continuing operations
exclusive of reversing temporary differences over the three years ended December 31, 2010. However,
this period includes the effect of a worldwide economic recession, which in the Companys judgment
is an unusual event. Since a majority of the Companys deferred tax assets relate to tax over book
basis in intangibles, the Companys deferred tax assets have a ratable reversal pattern over the
assets 15 year tax life. The carryforward rules allow for up to a 20 year carry forward of net
operating losses (NOL) to future income that is available to realize the deferred tax assets.
And, the Companys estimate of future income over the reversal period and subsequent carry forward
period is sufficient to realize the deferred tax assets. Based on the evaluation of these factors
taken as a whole, the Company believes that the positive evidence in the form of the ratable 15
year reversal pattern, 20 year NOL carryforward period, and its estimate of future income, outweigh
the negative evidence of a cumulative taxable loss from continuing operations exclusive of
reversing temporary differences over the last three years, which includes a worldwide recession.
Therefore, the
Company believes that the net deferred tax asset exclusive of the credits and state net operating
losses is more likely than not to be realized.
The Companys gross unrecognized tax benefit was $1.2 million both at June 30, 2011 and December
31, 2010.
The Company files a consolidated federal income tax return, income tax returns with various states,
and foreign income tax returns in various foreign jurisdictions. The Companys federal and state
income tax years, with limited exceptions, are closed through 2007. The Company does not believe
that any of its tax positions will significantly change within the next twelve months.
PCTEL Secure is a pass-through entity for income tax purposes. The Company will recognize its
share of PCTEL Secures taxable income or loss based on its ownership interest. The Company has
not recorded a tax benefit relating to the noncontrolling interest in PCTEL Secure.
The Company classifies interest and penalties associated with the uncertain tax positions as a
component of income tax expense. There was no interest or penalties related to income taxes
recorded in the condensed consolidated financial statements.
14. Segment, Customer and Geographic Information
In 2010, the Company operated in one segment for reporting purposes. Beginning with the
formation of PCTEL Secure in January 2011, the Company reports the financial results of PCTEL
Secure as a separate operating segment. Because PCTEL Secure is a joint venture, the Company makes
decisions regarding allocation of resources separate from the rest of the Company. The Companys
chief operating decision maker (CODM) uses the profit and loss results and the assets in deciding
how to allocate resources and assess performance between the segments.
26
The results of operations by segment are as follows for the three months ended June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2011 |
|
|
Six Months Ended June 30, 2011 |
|
|
|
PCTEL |
|
|
PCTEL Secure |
|
|
Consolidating |
|
|
Total |
|
|
PCTEL |
|
|
PCTEL Secure |
|
|
Consolidating |
|
|
Total |
|
REVENUES |
|
$ |
19,109 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
19,109 |
|
|
$ |
37,343 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
37,343 |
|
COST OF REVENUES |
|
|
10,105 |
|
|
|
|
|
|
|
|
|
|
|
10,105 |
|
|
|
20,118 |
|
|
|
|
|
|
|
|
|
|
|
20,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
9,004 |
|
|
|
|
|
|
|
|
|
|
|
9,004 |
|
|
|
17,225 |
|
|
|
|
|
|
|
|
|
|
|
17,225 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
2,651 |
|
|
|
390 |
|
|
|
|
|
|
|
3,041 |
|
|
|
5,357 |
|
|
|
3,839 |
|
|
|
|
|
|
|
9,196 |
|
Sales and marketing |
|
|
2,546 |
|
|
|
55 |
|
|
|
|
|
|
|
2,601 |
|
|
|
5,112 |
|
|
|
98 |
|
|
|
|
|
|
|
5,210 |
|
General and administrative |
|
|
2,996 |
|
|
|
3 |
|
|
|
|
|
|
|
2,999 |
|
|
|
5,689 |
|
|
|
27 |
|
|
|
|
|
|
|
5,716 |
|
Amortization of intangible assets |
|
|
550 |
|
|
|
111 |
|
|
|
|
|
|
|
661 |
|
|
|
1,111 |
|
|
|
223 |
|
|
|
|
|
|
|
1,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
8,743 |
|
|
|
559 |
|
|
|
|
|
|
|
9,302 |
|
|
|
17,269 |
|
|
|
4,187 |
|
|
|
|
|
|
|
21,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (LOSS) |
|
|
261 |
|
|
|
(559 |
) |
|
|
|
|
|
|
(298 |
) |
|
|
(44 |
) |
|
|
(4,187 |
) |
|
|
|
|
|
|
(4,231 |
) |
Other income, net |
|
|
125 |
|
|
|
|
|
|
|
|
|
|
|
125 |
|
|
|
1,855 |
|
|
|
|
|
|
|
|
|
|
|
1,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
|
|
|
|
|
|
|
|
|
|
386 |
|
|
|
(559 |
) |
|
|
(173 |
) |
|
|
1,811 |
|
|
|
(4,187 |
) |
|
|
(2,376 |
) |
Expense (benefit) for income taxes |
|
|
|
|
|
|
|
|
|
|
76 |
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
(228 |
) |
|
|
(228 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
|
386 |
|
|
|
(559 |
) |
|
|
(76 |
) |
|
|
(249 |
) |
|
|
1,811 |
|
|
|
(4,187 |
) |
|
|
228 |
|
|
|
(2,148 |
) |
Net loss attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
(274 |
) |
|
|
(274 |
) |
|
|
|
|
|
|
|
|
|
|
(2,055 |
) |
|
|
(2,055 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) ATTRIBUTABLE TO PCTEL, INC. |
|
$ |
386 |
|
|
$ |
(559 |
) |
|
$ |
198 |
|
|
$ |
25 |
|
|
$ |
1,811 |
|
|
$ |
(4,187 |
) |
|
$ |
2,283 |
|
|
$ |
(93 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The assets by segment are as follows as of June 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2011 |
|
|
|
PCTEL |
|
|
PCTEL Secure |
|
|
Consolidating |
|
|
Total |
|
TOTAL ASSETS |
|
$ |
129,166 |
|
|
$ |
4,156 |
|
|
|
|
|
|
$ |
133,322 |
|
The Companys revenues to customers outside of the United States, as a percent of total
revenues for the three and six months ended June 30, 2011 and 2010, respectively were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Region |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe, Middle East, & Africa |
|
|
19 |
% |
|
|
22 |
% |
|
|
21 |
% |
|
|
24 |
% |
Asia Pacific |
|
|
10 |
% |
|
|
10 |
% |
|
|
10 |
% |
|
|
10 |
% |
Other Americas |
|
|
7 |
% |
|
|
7 |
% |
|
|
8 |
% |
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Foreign sales |
|
|
36 |
% |
|
|
39 |
% |
|
|
39 |
% |
|
|
42 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from the Companys major customers representing 10% or more of total revenues for the
three and six months ended June 30, 2011 and 2010, respectively were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Customer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ascom AG |
|
|
10 |
% |
|
|
11 |
% |
|
|
7 |
% |
|
|
9 |
% |
Tessco |
|
|
10 |
% |
|
|
10 |
% |
|
|
8 |
% |
|
|
9 |
% |
Ascom, from which the Company acquired scanning receiver assets in December 2009, continues to
purchase scanning receiver products from the company. Ascom acquired Comarcos WTS business in
January 2009. Comarcos scanning receiver business was a small part of Comarcos WTS segment.
27
15. Settlement with Wider Networks LLC
On December 9, 2009, the Company settled its intellectual property dispute with Wider. The
settlement agreement provided for a purchase of assets in the form of patented technology, trade
names and trademarks, and exclusive distribution rights. The settlement gives the Company another
interference management product, suitable for certain markets, to distribute alongside CLARIFY®.
The $1.2 million settlement amount consisted of cash consideration of $0.8 million paid at the
close of the transaction plus additional installments of $0.2 million in December 2010 and December
2011.
The fair value of the elements in the settlement agreement was approximately $1.2 million. The
$1.2 million fair value of the assets purchased from Wider was allocated: $1.0 million to
distribution rights and $0.2 million to core technology and trade names.
The following was recorded as the fair value of the asset acquired from Wider at the date of the
settlement:
|
|
|
|
|
Intangible assets: |
|
|
|
|
Distribution rights, net |
|
$ |
1,013 |
|
Core technology |
|
|
127 |
|
Trade name |
|
|
31 |
|
|
|
|
|
Total intangible assets |
|
$ |
1,171 |
|
|
|
|
|
The Company estimated the fair value (and remaining useful lives) of the assets. At the date the
settlement was recorded, the weighted average book amortization period of the intangible assets was
5.7 years. The 2010 revenues resulting from the products related to the Wider trade name and the
Wider distribution rights were significantly lower than the Companys revenue projections used in
the original accounting
valuations. The Company considered these revenue variances as an indication that the carrying
value of the long lived intangible assets subject to amortization may not be fully recoverable and
may be less than the fair value at December 31, 2010. At December 31, 2010, the Company recorded
impairment expense of $0.9 million related to the remaining balance of the distribution rights and
trade names. The intangible assets were amortized for book purposes in 2010. The core technology
will be amortized for book purposes for the remainder of its useful life. The intangible assets
are tax-deductible. See the intangible asset section of Note 1 for further discussion of the
intangible asset impairment for Wider.
The Company paid the first installment of $0.2 million in December 2010. The fair value of the
$0.2 million payment due in December 2011 is included in accrued liabilities at June 30, 2011 and
December 31, 2010.
28
Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the condensed consolidated financial
statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and in
conjunction with the consolidated financial statements for the year ended December 31, 2010
contained in our Annual Report on Form 10-K filed on March 16, 2011. Except for historical
information, the following discussion contains forward looking statements that involve risks and
uncertainties, including statements regarding our anticipated revenues, profits, costs and expenses
and revenue mix. These forward-looking statements include, among others, those statements
including the words may, will, plans, seeks, expects, anticipates, intends,
believes and words of similar meaning. Such statements constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. You should not place
undue reliance on these forward-looking statements. Our actual results could differ materially
from those projected in these forward-looking statements.
Introduction
PCTEL is a global leader in propagation and optimization solutions for the wireless industry. We
design and develop software-based radios (scanning receivers) for wireless network optimization and
develop and distribute innovative antenna solutions. Additionally, we have licensed our
intellectual property, principally related to a discontinued modem business, to semiconductor and
PC manufacturers, modem suppliers, and others.
Revenue growth for antenna products is driven by emerging wireless applications in the following
markets: public safety, military, and government applications; SCADA, health care, energy, smart
grid and agricultural applications; indoor wireless, wireless backhaul, and cellular applications.
Revenue growth for scanning receiver and interference management products is driven by the
deployment of new wireless technology and the need for wireless networks to be tuned and
reconfigured on a regular basis.
We have an intellectual property portfolio related to antennas, the mounting of antennas, and
scanning receivers. These patents are being held for defensive purposes and are not part of an
active licensing program.
On January 5, 2011, we formed PCTEL Secure LLC (PCTEL Secure), a joint venture limited liability
company with Eclipse Design Technologies, Inc. (Eclipse). PCTEL Secure designs Android-based,
secure communication products. We contributed $2.5 million in cash in return for 51% ownership of
the joint venture and Eclipse contributed $2.4 million of intangible assets in return for 49%
ownership of the joint venture.
In 2010, we operated in one segment for reporting purposes. Beginning with the formation of PCTEL
Secure in January 2011, we report the financial results of PCTEL Secure as a separate operating
segment. Our chief operating decision maker (CODM) uses the profit and loss results and the
assets in deciding how to allocate resources and assess performance between the segments.
Results of Operations
Three and Six Months Ended June 30, 2011 and 2010
(in thousands)
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
Revenue |
|
$ |
19,109 |
|
|
$ |
17,807 |
|
|
$ |
37,343 |
|
|
$ |
33,380 |
|
Percent change from year ago period |
|
|
7.3 |
% |
|
|
33.2 |
% |
|
|
11.9 |
% |
|
|
21.4 |
% |
Revenues increased 7.3% in the three months ended June 30, 2011 and increased 11.9% in the six
months ended June 30, 2011 compared to the same periods in 2010 as both scanning receiver and
antenna product lines experienced increases in revenue. In the three months ended June 30, 2011
versus the comparable period in the prior year, approximately 5% of the increase was attributable
to antennas and 2% was attributable to scanning receivers. In the six months ended June 30, 2011
versus the comparable period in the prior year, approximately 9% of the increase was attributable
to antennas and 3% was attributable to scanning receivers. Antenna revenues increased due to
stronger volume in our targeted vertical markets and due to strong sales of our high rejection GPS
antennas. Higher scanning receiver revenues were due to sales of our recently introduced MX
scanning receiver line.
29
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
Gross profit |
|
$ |
9,004 |
|
|
$ |
8,114 |
|
|
$ |
17,225 |
|
|
$ |
15,333 |
|
Percentage of revenue |
|
|
47.1 |
% |
|
|
45.6 |
% |
|
|
46.1 |
% |
|
|
45.9 |
% |
Percent of revenue change from year ago period |
|
|
1.5 |
% |
|
|
0.3 |
% |
|
|
0.2 |
% |
|
|
(0.4 |
%) |
Gross margin of 47.1% for the three months ended June 30, 2011 was 1.5% higher than the comparable
period in fiscal 2010. Compared to the same period last year, the gross margin percentage improved
for antenna products but declined for scanning receiver products, as the newly introduced MX
product line has a slightly higher cost profile than our other scanning receiver products. For the
three months ended June 30, 2011 versus the comparable period in 2010, the increase in gross margin
percentage consisted of higher product margins of 1.7% offsetting unfavorable product mix of 0.2%.
Gross margin of 46.1% for the six months ended June 30, 2011 was 0.2% higher than the comparable
period in fiscal 2010. This increase in gross margin percentage consisted of net higher product
margins of 0.3%, offsetting unfavorable product mix of 0.1%.
Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
Research and development |
|
$ |
3,041 |
|
|
$ |
3,088 |
|
|
$ |
9,196 |
|
|
$ |
6,173 |
|
Percentage of revenues |
|
|
15.9 |
% |
|
|
17.3 |
% |
|
|
24.6 |
% |
|
|
18.5 |
% |
Percent change from year ago period |
|
|
(1.5 |
%) |
|
|
16.6 |
% |
|
|
49.0 |
% |
|
|
15.7 |
% |
Research and development expenses decreased by $47 during the three months ended June 30, 2011
compared to the same period in 2010. During the three months ended June 30, 2011, we incurred $0.4
million of expense related to PCTEL Secure, but research and development expenses other than for
PCTEL Secure declined by $0.4 million primarily due to the completion of several projects in
scanning receiver development. Research and development expenses increased approximately $3.0
million for the six months ended June 30, 2011 compared to the same period in 2010. During the six
months ended June 30, 2011, we incurred $3.8 million of expense related to PCTEL Secure, but
research and development expenses other than for PCTEL Secure declined by $0.8 million. The
expense for PCTEL Secure includes $0.1 million and $3.4 million of share-based payments for key
contributors during the three and six month periods ended June 30, 2011 respectively. During the
six months ended June 30, 2011, we recorded $3.1 million of compensation expense for the two
contractors of Eclipse and $0.3 million of compensation expense for the employee of Eclipse.
Because the quantity and terms of the equity instruments are known upfront for the share-based
payment arrangements between the contractors and Eclipse, we recognized the total share-based
payment obligation to the contractors of $3.1 million on January 5, 2011.
Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
Sales and marketing |
|
$ |
2,601 |
|
|
$ |
2,526 |
|
|
$ |
5,210 |
|
|
$ |
4,785 |
|
Percentage of revenues |
|
|
13.6 |
% |
|
|
14.2 |
% |
|
|
14.0 |
% |
|
|
14.3 |
% |
Percent change from year ago period |
|
|
3.0 |
% |
|
|
32.0 |
% |
|
|
8.9 |
% |
|
|
19.7 |
% |
Sales and marketing expenses include costs associated with the sales and marketing employees, sales
representatives, product line management, and trade show expenses.
Sales and marketing expenses increased approximately $0.1 million and $0.4 million for the three
and six month periods ended June 30, 2011, respectively, compared to the same periods in fiscal
2010. The increases for each period were due to our investment in antenna vertical markets, sales
and marketing expenses for PCTEL Secure, and due to higher sales employee commissions related to
the increased revenues.
30
General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
General and administrative |
|
$ |
2,999 |
|
|
$ |
2,925 |
|
|
$ |
5,716 |
|
|
$ |
5,477 |
|
Percentage of revenues |
|
|
15.7 |
% |
|
|
16.4 |
% |
|
|
15.3 |
% |
|
|
16.4 |
% |
Percent change from year ago period |
|
|
2.5 |
% |
|
|
15.0 |
% |
|
|
4.4 |
% |
|
|
7.9 |
% |
General and administrative expenses include costs associated with the general management, finance,
human resources, information technology, legal, insurance, public company costs, and other
operating expenses to the extent not otherwise allocated to other functions.
General and administrative expenses increased approximately $0.1 million and $0.2 million for the
three and six months ended June 30, 2011, respectively, compared to the same periods in fiscal
2010. The expense increase is primarily due to expenses related to the implementation of our new
Enterprise Resource Planning (ERP) system. The project for the ERP system is expected to be
completed by the end of the fourth quarter 2011.
Amortization of Other Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
Amortization of intangible assets |
|
$ |
661 |
|
|
$ |
776 |
|
|
$ |
1,334 |
|
|
$ |
1,539 |
|
Percentage of revenues |
|
|
3.5 |
% |
|
|
4.4 |
% |
|
|
3.6 |
% |
|
|
4.6 |
% |
Amortization decreased approximately $0.1 million and $0.2 million during the three and six months
ended June 30, 2011, respectively, compared to the same period in 2010. Amortization expense for
the three and six months ended June 30, 2011 declined $0.2 million and $0.4 million, respectively,
because intangible assets acquired from Andrew Corporation were fully amortized in 2010 and due to
the fact that certain intangible assets related to the Wider settlement and the acquisition of
products from Ascom were impaired during the fourth quarter 2010. These decreases in amortization
were partially offset by additional amortization of $0.1 million and $0.2 million during the three
and six months ended June 30, 2011, respectively, related to the intangible assets contributed by
Eclipse for PCTEL Secure.
Restructuring Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
Restructuring charges |
|
$ |
|
|
|
$ |
490 |
|
|
|
|
|
|
$ |
490 |
|
Percentage of revenues |
|
|
|
|
|
|
2.8 |
% |
|
|
|
|
|
|
1.5 |
% |
During the quarter ended June 30, 2010, we reorganized from a business unit structure to a more
streamlined functional organizational structure to implement our mission. Jeff Miller, who
previously led our Antenna Products Group, was assigned to the position of Senior Vice President,
Sales and Marketing. Tony Kobrinetz joined PCTEL in April 2010 as Vice President, Technology and
Operations. A restructuring plan was established to reduce the overhead and operating costs
associated with operating distinct groups. The restructuring plan consisted of the elimination of
9 positions. The restructuring expense of $0.5 million consisted of severance, payroll related
benefits and placement services.
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
Other income, net |
|
$ |
125 |
|
|
$ |
87 |
|
|
$ |
1,855 |
|
|
$ |
246 |
|
Percentage of revenues |
|
|
0.7 |
% |
|
|
0.5 |
% |
|
|
5.0 |
% |
|
|
0.7 |
% |
Other income, net consists of interest income, foreign exchange gains and losses, and investment
income. For the three and six months ended June 30, 2011, respectively, other income includes $0.1
million and $1.7 million of income related to share based payments for key
31
contributors of PCTEL
Secure. Since we are a noncontributing investor to the share-based payment arrangements, we
recognized income of $1.7 million, equal to the amount that its interest in the subsidiarys equity
increased as a result of the disproportionate funding of the share-based compensation costs. In
the three months ended June 30, 2011 and 2010, we recorded foreign exchange losses of $13 and $9,
respectively. In the six months ended June 30, 2011 and 2010, we recorded foreign exchange losses
of $20 and $23, respectively.
Benefit for Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
Expense (benefit) for income taxes |
|
$ |
76 |
|
|
$ |
(575 |
) |
|
$ |
(228 |
) |
|
$ |
(1,061 |
) |
Effective tax rate |
|
|
(43.9 |
%) |
|
|
35.8 |
% |
|
|
9.6 |
% |
|
|
36.8 |
% |
The effective tax rate for the six months ended June 30, 2011 differed from the statutory rate of
35% by approximately 79% and 25%, respectively, primarily because of the noncontrolling interest of
PCTEL Secure, as well as a rate change for deferred taxes recorded as a discreet item in the first
quarter of 2011.
The effective tax rate for the six months ended June 30, 2010 differed from the statutory rate of
35% by approximately 1% and 2%, respectively because of permanent differences and foreign and state
taxes.
We maintain valuation allowances due to uncertainties regarding realizability. At June 30, 2011
and December 31, 2010, we had a $0.7 million valuation allowance on our deferred tax assets. The
valuation allowance relates to deferred tax assets in tax jurisdictions in which we no longer have
significant operations. On a regular basis, management evaluates the recoverability of deferred
tax assets and the need for a valuation allowance. At such time as it is determined that it is
more likely than not that the deferred tax assets are realizable, the valuation allowance will be
reduced.
We regularly evaluate our estimates and judgments related to uncertain tax positions and when
necessary, establish contingency reserves to account for our uncertain tax positions. As we obtain
more information via the settlement of tax audits and through other pertinent information, these
projections and estimates are reassessed and may be adjusted accordingly. These adjustments may
result in significant income tax provisions or provision reversals.
Net Loss Attributable to Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
|
June 30, 2011 |
|
|
June 30, 2010 |
|
Net loss
attributable to
noncontrolling
interests |
|
$ |
(274 |
) |
|
$ |
|
|
|
$ |
(2,055 |
) |
|
$ |
|
|
We have a 51% interest in PCTEL Secure. The net loss attributable to noncontrolling interests
represents 49% of the net loss of PCTEL Secure.
Stock-based compensation expense
The condensed consolidated statements of operations include $1.0 million and $1.8 million of stock
compensation expense for the three and six months ended June 30, 2011, respectively. Stock
compensation expense for the three months ended June 30, 2011 consists of $0.9 million for
restricted stock awards and $0.1 million for performance share awards, stock option and stock
purchase plan expenses. Stock compensation expense for the six months ended June 30, 2011 consists
of $1.6 million for restricted stock awards, $0.1 million for performance share awards, and $0.1
million for stock option and stock purchase plan expenses.
The condensed consolidated statements of operations include $1.6 million and $2.5 million of stock
compensation expense for the three and six months ended June 30, 2010, respectively. Stock
compensation expense for the three months ended June 30, 2010 consists of $1.2 million for
restricted stock awards, $0.1 million for performance share awards, $0.1 million for stock option
and stock purchase plan expenses and $0.2 million for stock bonuses. Stock compensation expense
for the six months ended June 30, 2010 consists of $1.9 million for restricted stock awards, $0.2
million for performance share awards, $0.1 million for stock option and stock purchase plan
expenses, and $0.3 million for stock bonuses.
32
Stock compensation expenses declined for both the three and six months ended June 30, 2011 compared
to the same periods in 2010 primarily because the payments for the 2011 short-term incentive plan
will be 100% in cash whereas the payments were paid 50% in cash and 50% in our stock for executives
under our Short-Term Incentive Plan (STIP) in 2010.
Total stock-based compensation is reflected in the condensed consolidated statements of operations
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Cost of revenues |
|
$ |
68 |
|
|
$ |
165 |
|
|
$ |
137 |
|
|
$ |
256 |
|
Research and development |
|
|
156 |
|
|
|
205 |
|
|
|
312 |
|
|
|
354 |
|
Sales and marketing |
|
|
157 |
|
|
|
273 |
|
|
|
338 |
|
|
|
481 |
|
General and administrative |
|
|
608 |
|
|
|
912 |
|
|
|
1,023 |
|
|
|
1,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
989 |
|
|
$ |
1,555 |
|
|
$ |
1,810 |
|
|
$ |
2,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity and Capital Resources
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2011 |
|
|
2010 |
|
Net loss |
|
$ |
(2,148 |
) |
|
$ |
(1,824 |
) |
Charges for depreciation, amortization, stock-based |
|
|
|
|
|
|
|
|
compensation, and other non-cash items |
|
|
4,847 |
|
|
|
4,796 |
|
Changes in operating assets and liabilities |
|
|
(2,034 |
) |
|
|
(2,204 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
665 |
|
|
|
768 |
|
Net cash provided by (used in) investing activities |
|
|
1,961 |
|
|
|
(2,535 |
) |
Net cash provided by (used in) financing activities |
|
|
27 |
|
|
|
(1,070 |
) |
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
Cash and cash equivalents at the end of period |
|
$ |
26,678 |
|
|
$ |
23,998 |
|
Short-term investments at the end of period |
|
|
32,421 |
|
|
|
37,146 |
|
Long-term investments at the end of period |
|
|
9,135 |
|
|
|
9,802 |
|
Working capital at the end of period |
|
$ |
78,742 |
|
|
$ |
78,860 |
|
Liquidity and Capital Resources Overview
At June 30, 2011, our cash and investments were approximately $68.2 million and we had working
capital of $78.7 million. The decrease in cash and investments of $2.7 million at June 30, 2011
compared to December 31, 2010 is due to $0.7 million in cash flow from operations and $3.4 million
in cash used for capital expenditures.
Within operating activities, we are historically a net generator of operating funds from our income
statement activities and a net user of operating funds for balance sheet expansion.
Within investing activities, capital spending historically ranges between 3% and 5% of our revenues
and the primary use of capital is for manufacturing and development engineering requirements. Our
capital expenditures during the six months ended June 30, 2011 were 9% of revenues because we spent
$2.2 million related to the implementation of a new ERP system. We historically have significant
transfers between investments and cash as we rotate our large cash balances and short-term
investment balances between money market funds, which are accounted for as cash equivalents, and
other investment vehicles. We have a history of supplementing our organic revenue growth with
acquisitions of product lines or companies, resulting in significant uses of our cash and
short-term investment balance from time to time. We expect the historical trend for capital
spending and the variability caused by moving money between cash and investments and periodic
merger and acquisition activity to continue in the future.
Within financing activities, we have historically generated funds from the exercise of stock
options and proceeds from the issuance of common stock through our Employee Stock Purchase Plan
(ESPP) and have historically used funds to repurchase shares of our common stock through our
share repurchase programs. Whether this activity results in our being a net user of funds versus a
net generator of funds is largely dependent on our stock price during any given year.
33
Operating Activities:
Operating activities provided $0.7 million of cash during the six months ended June 30, 2011. We
generated $2.7 million in cash from our income statement activities, offsetting $2.0 million of
cash used from the balance sheet. We used $1.2 million for payroll taxes related to stock-based
compensation. The tax payments related to our stock issued for restricted stock awards, stock
bonuses under the 2010 STIP, and performance shares. The tax payments were lower during the same
period last year because there were no stock bonuses or performance shares issued in the six months
ended June 30, 2010. Within the balance sheet, inventory increased by $1.9 million due to the
purchase of buffer inventory necessary during the implementation of sourcing initiatives and also
because more production is being sourced in-house rather than from contract manufacturers. The
$2.1 million in cash provided by the increase in accounts payable is primarily related to the
inventory increase. The $1.6 million decrease in accruals consisted of payments for cash bonuses,
sales commissions, and inventory purchases. We used $0.9 million of cash for bonuses under the
2010 STIP during the six months ended June 30, 2011. Cash bonuses were only $17 for the same
period in 2010. The operations of PCTEL Secure used $0.5 million of cash during the six months
ended June 30, 2011.
Operating activities provided $0.8 million of cash during the six months ended June 30, 2010.
During the six months ended June 30, 2010, the income statement provided $3.1 million, offsetting
$2.3 million of cash used by the balance sheet. An increase in accounts receivable of $2.7 million
offset increases in accounts payable and accrued liabilities of $0.8 million and $0.7 million,
respectively. The accounts receivable increase is due to an increase in revenues in the quarter
ended June 30, 2010 compared to the quarter ended December 31, 2009 and because of the timing of
the revenues within each quarter. Revenues increased $3.0 million during the three months ended
June 30, 2010 compared to the three months ended December 31, 2009. Our accounts payable and
accrued liabilities increased due to increased inventory receipts and bonus accruals. Our
inventory purchases were higher at the end of the quarter ended June 30, 2010 in order to meet our
customer demand. The accruals at June 30, 2010 include estimates for 2010 bonuses. There were no
bonus accruals at December 31, 2009 because we did not pay out any bonuses under our 2009
Short-Term Incentive Plan.
Investing Activities:
Our investing activities used $2.0 million of cash during the six months ended June 30, 2011.
Redemptions and maturities of our investments in short-term bonds during the six months ended June
30, 2011 provided $32.1 million in funds. We rotated $26.7 million of cash into new short-term and
long-term bonds during the six months ended June 30, 2011. For the six months ended June 30, 2011,
our capital expenditures were $3.4 million, including $2.2 million for our ERP project. We expect
to spend approximately $3.5 million on the ERP project in 2011, consisting of $2.9 million in
capital expenditures and $0.6 million in operating expenses.
Our investing activities used $2.5 million of cash during the six months ended June 30, 2010. We
used $2.1 million for the acquisition of Sparco in January 2010 and $0.4 for capital expenditures.
This rate of capital expenditures in relation to revenues for the six months ended June 30, 2010
was below our historical range. We also used net $0.1 million on short and long-term investments.
During the six months ended June 30, 2010, redemptions and maturities of our investments in
short-term bonds provided $18.4 million in funds and we rotated $18.5 million of cash into new
short-term and long-term bonds.
Financing Activities:
Our financing activities provided $27 of cash during the six months ended June 30, 2011. We used
$0.3 million to repurchase our common stock under share repurchase programs and we received $0.3
million from shares purchased through the Employee Stock Purchase Plan (ESPP).
Our financing activities used $1.1 million of cash during the six months ended June 30, 2010. We
used $1.3 million to repurchase our common stock under share repurchase programs and we received
$0.2 million from shares purchased through the ESPP.
Contractual Obligations and Commercial Commitments
As of June 30, 2011, we had operating lease obligations of approximately $1.5 million through 2016.
Operating lease obligations consist of $1.4 million for facility lease obligations and $0.1
million for equipment leases. Our lease obligations were $1.9 million at December 31, 2010.
With the acquisition of Sparco, we assumed a lease for a 6,300 square foot facility used for
operations and sales activities in San Antonio, Texas. We integrated the Sparco manufacturing and
distribution operations in our Bloomingdale, Illinois facility in the third quarter 2010.
34
When the
Sparco lease terminated in January 2011, we moved the Sparco sales offices to a new location in San
Antonio, Texas. The new sales office lease agreement terminates in June 2016.
In June 2010, we entered into a lease for an antenna engineering facility in Beijing, China. The
term of the lease is through June 2013.
We had purchase obligations of $4.5 million and $5.3 million at June 30, 2011 and December 31,
2010, respectively. These obligations are for the purchase of inventory, as well as for other
goods and services in the ordinary course of business, and exclude the balances for purchases
currently recognized as liabilities on the balance sheet. We had a liability of $1.2 million
related to income tax uncertainties at June 30, 2011 and December 31, 2010, respectively. We do
not know when this liability will be satisfied.
Critical Accounting Policies and Estimates
We use certain critical accounting policies as described in Item 7. Managements Discussion
and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and
Estimates of our Annual Report on Form 10-K filed with the Securities and Exchange Commission for
the year ended December 31, 2010 (the 2010 Annual Report on Form 10-K). There have been no
material changes in any of our critical accounting policies since December 31, 2010. See Note 2 in
the Notes to the Condensed Consolidated Financial Statements for discussion on recent accounting
pronouncements.
Item 3: Quantitative and Qualitative Disclosures about Market Risk
See our 2010 Annual Report on Form 10-K (Item 7A). As of June 30, 2011, there have been no
material changes in this information.
Item 4: Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial
Officer, the effectiveness of our disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q. In designing and evaluating our disclosure controls
and procedures, management recognizes that any controls and procedures, no matter how well designed
and operated, can only provide reasonable assurance of achieving the desired control objectives,
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded
that as of the end of the period covered by this report, our disclosure controls and procedures
were effective to provide reasonable assurance that information we are required to disclose in
reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure, and that such information
is recorded, processed, summarized, and reported within time periods specified in the Securities
and Exchange Commission rules and forms. There have been no changes in our
internal control over financial reporting that occurred during the period covered by this report
that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II Other Information
Item 1: Legal Proceedings
None.
Item 1A: Risk Factors
Factors That May Affect Our Business, Financial Condition and Future Operating Results
There have been no material changes with respect to the risk factors as previously disclosed in our
Annual Report on Form 10-K for our fiscal year ended December 31, 2010.
35
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
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Total Number of |
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Approximate Dollar |
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Total Number |
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Shares Purchased |
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Value of Shares That |
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of Shares |
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Average Price |
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as Part of Publicly |
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May Yet be Purchased |
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Period |
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Purchased |
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per Share |
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Announced Programs |
|
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Under the Programs |
|
April 1, 2011 - April 30, 2011 |
|
|
|
|
|
|
|
|
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1,242,899 |
|
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$ |
2,559,381 |
|
May 1, 2011 - May 31, 2011 |
|
|
|
|
|
|
|
|
|
|
1,242,899 |
|
|
$ |
2,559,381 |
|
June 1, 2011 - June 30, 2011 |
|
|
43,090 |
|
|
$ |
6.02 |
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1,285,989 |
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$ |
2,299,808 |
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Item 3: Defaults Upon Senior Securities
None.
Item 4: Removed and Reserved
Item 5: Other Information
None.
36
Item 6: Exhibits
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Exhibit No. |
|
Description |
|
Reference |
10.1
|
|
Limited Liability Company
Agreement, dated January
5, 2011, by and between
PCTEL, Inc. and Eclipse
Design Technologies, Inc.
|
|
Incorporated by reference
to this exhibit filed
with the Registrants
Current Report on Form
8-K filed on January 11,
2011, as amended by the
Registrants Current
Report on Form 8-K/A
filed on May 24, 2011. |
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31.1
|
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Certification of Chief
Executive Officer
pursuant to Exchange Act
Rules 13a-14(a) and
15d-14(a), as adopted
pursuant to Section 302
of Sarbanes-Oxley Act of
2002
|
|
Filed herewith |
|
|
|
|
|
31.2
|
|
Certification of Chief
Financial Officer
pursuant to Exchange Act
Rules 13a-14(a) and
15d-14(a), as adopted
pursuant to Section 302
of Sarbanes-Oxley Act of
2002
|
|
Filed herewith |
|
|
|
|
|
32.1
|
|
Certifications of Chief
Executive Officer and
Chief Financial Officer
pursuant to 18 U.S.C.
Section 1350, as adopted
pursuant to Section 906
of Sarbanes-Oxley Act of
2002.
|
|
Filed herewith |
|
|
|
|
|
101
|
|
The following materials
from PCTEL, Inc.s
Quarterly Report on Form
10-Q for the quarter
ended June 30, 2011
formatted in XBRL
(eXtensible Business
Reporting Language): (i)
the Unaudited Condensed
Consolidated Statement of
Operations, (ii) the
Unaudited Condensed
Consolidated Balance
Sheet, (iii) the
Unaudited Condensed
Consolidated Statement of
Stockholders Equity,
(iv) the Unaudited
Condensed Consolidated
Statement of Cash Flows,
and (v) Notes to the
Unaudited Condensed
Consolidated Financial
Statements. In
accordance with Rule 406T
of Regulation S-T, the
XBRL related information
shall not be deemed to be
filed for purposes of
Section 18 of the
Exchange Act, or
otherwise subject to the
liability of that
section, and shall not be
part of any registration
statement or other
document filed under the
Securities Act or the
Exchange Act, except as
shall be expressly set
forth by specific
reference in such filing. |
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|
37
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:
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PCTEL, Inc.
a Delaware corporation
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/s/ Martin H. Singer
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Martin H. Singer |
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Chief Executive Officer |
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|
Date: August 9, 2011
38