UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC File Number: 000-27115
CUSIP Number: 69325Q105
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
ForPeriod Ended DECEMBER 31, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
[ ] Transition Report on Form N-CSR
For the Transition Period Ended:
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
PCTEL, INC.
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Full name of registrant
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Former name if applicable
8725 W. HIGGINS ROAD, SUITE 400
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Address of principal executive office (Street and number)
CHICAGO, ILLINOIS 60631
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City, state and zip code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate.) [X]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Registrant is working diligently to complete the documentation, testing and
evaluation of its internal control over financing reporting necessary to comply
with the management assessment and reporting requirements under Section 404 of
the Sarbanes-Oxley Act of 2002. These compliance activities have been delayed as
a result of continuing integration activities from two acquisitions completed by
the registrant in 2004. These integration activities in turn have impacted the
ability of the registrant's management to complete its assessment of internal
control over financial reporting required under Section 404, as well as the
registrant's abililty to finalize its year-end financial statements for purposes
of completing the financial audit. As a result, it is not feasible for the
registrant to complete its annual report on Form 10-K for the year ended
December 31, 2004 by the prescribed filing date without unreasonable effort or
expense. The registrant anticipates that it will be able to file its complete
annual report on Form 10-K by March 31, 2005.
As previously reported, the registrant has identified a material weakness
in its internal control over financial reporting as of December 31, 2004. The
material weakness related to the registrant's accounting for income taxes in the
fourth quarter. As a result, management of the registrant has determined that,
as of December 31, 2004, the registrant's internal control over financial
reporting was not effective. It is also expected that the identified material
weakness will result in an adverse opinion, as of December 31, 2004, from the
registrant's independent registered public accounting firm on the effectiveness
of the registrant's internal control over financial reporting.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
JOHN W. SCHOEN, CHIEF FINANCIAL OFFICER (773) 243-3000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The registrant's total revenue for the quarter ended December 31, 2004 was
$15.3 million, including $14.2 million of wireless product revenue and $1.1
million of licensing revenue. This compares to $18.3 million of revenue in the
fourth quarter 2003, which included $3.5 million of wireless revenue and $14.8
million of licensing revenue. Net income for the fourth quarter of 2004 was $1.1
million, or $0.05 per diluted share, compared to net income of $8.0 million, or
$0.39 per diluted share reported in the fourth quarter of 2003. Both the fourth
quarter of 2004 and 2003 contained significant one-time items that positively
impacted net income. The fourth quarter of 2004 included a $3.2
million reversal of a modem royalty expense reserve made possible by the
settlement of the registrant's patent litigation with 3Com Corporation. The
fourth quarter of 2003 included $13.5 million in net licensing revenue and gross
profit related to an intellectual property settlement with Intel Corporation.
The registrant previously announced the acquisition of several antenna product
lines from Andrew Corporation. That transaction closed on October 29, 2004 and
the results from these operations for November and December are reported in the
fourth quarter 2004 results.
For the year ended December 31, 2004, the registrant's total revenue was
$48.2 million, comprised of $42.3 million of wireless revenue and $5.9 million
of licensing revenue. In 2003, the registrant had $45.6 million of total
revenue, comprised of $9.6 million of wireless revenue, $18.1 million of
licensing revenue and $17.9 million of HSP modem revenue. The HSP modem product
line was sold to Conexant in May of 2003. Net loss for 2004 was $(2.7) million,
or $(0.14) per diluted share, compared to net income of $5.9 million, or $0.28
cents per diluted share in 2003.
All financial results summarized above were publicly announced on February
22, 2005.
PCTEL, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 16, 2005 By: /s/ John W. Schoen
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Name: John W. Schoen
Title: Chief Financial Officer