PCTEL
Annual Report 2014

Plain-text annual report

2014 A N N U A L R E P O R T 132088 r3 PCTEL_AR_Cover_2014.indd 1 4/7/15 8:52 AM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ‘ 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) Delaware (State or Other Jurisdiction of Incorporation or Organization) 471 Brighton Drive, Bloomingdale IL (Address of Principal Executive Office) 77-0364943 (I.R.S. Employer Identification Number) 60108 (Zip Code) (630) 372-6800 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $.001 Par Value Per Share The NASDAQ Select Global Market Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ‘ No È Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È 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 È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on the Company’s website, if any, every Interactive Data 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 acquired to submit and post such files)). Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ 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 “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.: Large accelerated filer ‘ Non-accelerated filer ‘ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È As of June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, there were È Accelerated filer Smaller reporting company ‘ 18,448,137 shares of the registrant’s common stock outstanding, and the aggregate market value of such shares held by non-affiliates of the registrant (based upon the closing sale price of such shares on the NASDAQ Global Select Market on June 30, 2014) was approximately $149,245,428. Shares of the registrant’s common stock held by each executive officer and director and by each entity that owns 5% or more of the registrant’s outstanding common stock have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purposes. 18,696,090 shares of common stock were issued and outstanding as of March 9, 2015. Documents Incorporated by Reference Certain sections of the registrant’s definitive proxy statement relating to its 2015 Annual Stockholders’ Meeting to be held on June 11, 2015 are incorporated by reference into Part III of this Annual Report on Form 10-K. The Company intends to file its proxy statement within 120 days after the end of its fiscal year end to which this report relates. PCTEL, Inc. Form 10-K For the Fiscal Year Ended December 31, 2014 TABLE OF CONTENTS Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services Exhibits and Financial Statement Schedules Schedule II – Valuation and Qualifying Accounts Index to Exhibits Signatures Exhibits 3 3 7 12 13 13 13 14 14 16 17 28 30 73 73 73 74 74 74 74 74 74 75 75 76 80 76 PART I Item 1 Item 1A Item 1B Item 2 Item 3 Item 4 PART II Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Item 9B PART III Item 10 Item 11 Item 12 Item 13 Item 14 PART IV Item 15 2 PART I Item 1: Business This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, among other things, statements concerning our future operations, financial condition and prospects, and business strategies. The words “believe”, “expect”, “anticipate” and other similar expressions generally identify forward-looking statements. Investors in our common stock are cautioned not to place undue reliance on these forward-looking statements. These forward- looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, or results of operations to differ materially from the historical results or currently anticipated results. Investors should carefully review the information contained in Item 1A. Risk Factors and elsewhere in, or incorporated by reference into, this Annual Report on Form 10-K. Other factors not currently anticipated may also materially and adversely affect our results of operations, cash flows and financial position. There can be no assurance that future results will meet expectations. While we believe that the forward-looking statements in this Annual Report on Form 10-K are reasonable, investors should not place undue reliance on any forward-looking statements. In addition, these statements speak only as of the date made. We do not undertake, and expressly disclaim any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as may be required by applicable law. Overview PCTEL, Inc. (“PCTEL”, the “Company”, “we”, “ours”, and “us”) delivers Performance Critical Telecom solutions. PCTEL RF Solutions™ develops and provides test equipment, software and engineering services for wireless networks. The industry relies upon PCTEL to benchmark network performance, analyze trends, and optimize wireless networks. PCTEL Connected Solutions™ designs and delivers performance critical antennas and site solutions for wireless networks globally. Our antennas support evolving wireless standards for cellular, private, and broadband networks. PCTEL antennas and site solutions support networks worldwide, including SCADA for oil, gas and utilities, fleet management, industrial operations, health care, small cell and network timing deployment, defense, public safety, education, and broadband access. PCTEL was incorporated in California in 1994 and reincorporated in Delaware in 1998. Our principal executive offices are located at 471 Brighton Drive, Bloomingdale, Illinois 60108. Our telephone number at that address is (630) 372-6800 and our website is www.pctel.com. The information within, or that can be accessed through, our website, is not part of this report. Segment Reporting Effective January 1, 2013, PCTEL operates in two segments for reporting purposes, RF Solutions and Connected Solutions. As of January 1, 2013, our chief operating decision maker uses the profit and loss results through operating profit and identified assets for the Connected Solutions and RF Solutions segments to make operating decisions. Each segment has its own segment manager as well as its own engineering, sales and marketing, and operational general and administrative functions. All of our accounting and finance, human resources, IT and legal functions are provided on a centralized basis through the corporate function. We manage the balance sheet and cash flows centrally at the corporate level, with the exception of trade accounts receivable and inventory which is managed at the segment level. Each of the segment managers reports to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial results, forecasts, or plans for the segment. The 2012 segment information presented in the financial statements have been presented on a retrospective basis reflecting the Connected Solutions and RF Solutions segments on a consistent basis with the current period. For the fiscal year ended December 31, 2012, PCTEL operated in two different segments, PCTEL Secure, and the rest of the Company. Our chief operating decision maker used the profit and loss results and the assets for 3 those two segments to make operating decisions in 2012. On April 30, 2013, we divested all material assets associated with PCTEL Secure’s ProsettaCore™ technology to Redwall Technologies, LLC (“Redwall”), a development organization that specializes in mobile security, military and defense projects and systems, and critical national infrastructure. See Footnote 3 of the consolidated financial statements for more information on the sale of PCTEL Secure. Connected Solutions Segment Connected Solutions designs and delivers performance critical antennas and site solutions for wireless networks globally. Our antennas and site solutions support networks worldwide, including SCADA (“Supervisory Control and Data Acquisition”) for oil, gas and utilities, fleet management, industrial operations, health care, small cell and network timing deployment, defense, public safety, education, and broadband access. PCTEL’s performance critical MAXRAD® and Bluewave™ antenna solutions include high rejection and high performance GPS and GNSS products, the industry leading Yagi portfolio, mobile and indoor LTE, broadband, and LMR antennas and PIM-rated antennas for transit, in-building, and small cell applications. We provide performance critical mobile towers for demanding emergency and oil and gas network applications and leverage our design, logistics, and support capabilities to deliver performance critical site solutions into carrier, railroad, and utility applications. Revenue growth for antenna and site solutions is primarily driven by the increased use of wireless communications in these vertical markets. PCTEL’s antenna and site solution products are primarily sold through distributors, value-added resellers, and original equipment manufacturer (“OEM”) providers. The current antenna and site solutions product portfolio and expansion into these vertical markets resulted from organic growth and a series of six acquisitions, the most recent being the acquisition of certain assets of TelWorx Communications LLC, TelWorx U.K. Limited, TowerWorx LLC, and TowerWorx International, Inc. (collectively “TelWorx”), in July 2012. There are many competitors for antenna products, as the market is highly fragmented. Competitors include Laird (Cushcraft, Centurion, and Antennex brands), Mobile Mark, Radiall/Larsen, Comtelco, Wilson, Commscope (Andrew products), Kathrein, among others. We seek out product applications that command a premium for product performance and customer service, and avoid commodity markets. PCTEL maintains expertise in several technology areas in order to be competitive in the antenna engineered site solutions market. These include radio frequency engineering, mobile antenna design and manufacturing, mechanical engineering, product quality and testing, and wireless network engineering. RF Solutions Segment RF Solutions develops and provides performance critical test equipment, software, and engineering services for wireless networks. The industry relies upon PCTEL to benchmark network performance, analyze trends, and optimize wireless networks. SeeGull® scanning receivers are used around the world for indoor and drive test applications, including baseline testing, acceptance testing, competitive benchmarking, spectrum clearing, troubleshooting, and network optimization. SeeGull scanning receivers provide high quality real-world RF measurements needed to build, tune, troubleshoot, and expand commercial wireless networks. Our highly-trained engineering services team uses state-of-the-art test, measurement, and design tools to provide engineering services for in-building and outdoor networks. Our engineering services team (“NES”), which commenced in 2011 with the acquisition of certain assets from Envision Wireless Inc. (“Envision”), provides wireless network testing, optimization, design, integration, and consulting services, with an emphasis on in-building distributed antenna systems (“DAS”). Revenue growth for the segment’s products and services is driven by the deployment of products based on new wireless technology and the need for wireless networks to be tuned and reconfigured on a regular basis. Our scanning receiver products are sold primarily through test and measurement value-added resellers and to a lesser extent directly to network operators. Competitors for these products are OEMs such as JDS Uniphase, Rohde and Schwarz, Anritsu, Digital Receiver Technology, and Berkley Varitronics. 4 On February 27, 2015, PCTEL, Inc. acquired substantially all of the assets of, and assumed certain specified liabilities of, Nexgen Wireless, Inc., an Illinois corporation (“Nexgen”), pursuant to an Asset Purchase Agreement dated as of February 27, 2015 (the “Acquisition Agreement”) among PCTEL, Nexgen, Bhumika Thakkar 2012 Irrevocable Trust Number One, Bhumika Thakkar 2012 Irrevocable Trust Number Two, and Jigar Thakkar, and Bhumika Thakkar. The business of Nexgen is based in Schaumburg, Illinois. Nexgen provides Meridian™, a network analysis tool portfolio, and engineering services. Nexgen’s Meridian software product portfolio translates real-time network performance data into engineering actions to optimize operator performance. Meridian, with its modules of Network IQ™, Subscriber IQ™, and Map IQ™, supports crowd-based, cloud-based data analysis to enhance network performance. Nexgen provides performance engineering, specialized staffing, and trend analysis for carriers, infrastructure vendors, and neutral hosts for 2G, 3G, 4G, and LTE networks. Refer to footnote 17 of the financial statements related to subsequent events for more information on the Nexgen acquisition. PCTEL maintains expertise in several technology areas in order to be competitive in the scanning receiver and related engineering services market. These include radio frequency engineering, DSP engineering, manufacturing, mechanical engineering, product quality and testing, and wireless network engineering. Major Customers There were no customers that accounted for 10% or greater of revenues or accounts receivable during the fiscal years ended December 31, 2014, 2013, or 2012, respectively. International Activities The following table shows the percentage of revenues from domestic and foreign sales of our operations during the last three fiscal years: Region Europe, Middle East, & Africa Asia Pacific Other Americas Total Foreign sales Total Domestic sales Years Ended December 31, 2012 2013 2014 11% 11% 5% 27% 73% 13% 10% 6% 29% 71% 13% 10% 7% 30% 70% 100% 100% 100% Backlog Sales of our products are generally made pursuant to standard purchase orders, which are officially acknowledged according to standard terms and conditions. The backlog, while useful for scheduling production, is not a meaningful indicator of future revenues as the order to ship cycle is extremely short. Research and Development We recognize that a strong technology base is essential to our long-term success and we have made a substantial investment in engineering and research and development. We will continue to devote substantial resources to product development and patent submissions. The patent submissions are primarily for defensive purposes, rather than for potential license revenue generation. We monitor changing customer needs and work closely with our customers, consultants and market research organizations to track changes in the marketplace, including emerging industry standards. 5 Research and development expenses include costs for hardware and related software development, prototyping, certification and pre-production costs. We spent approximately $11.7 million, $11.1 million, and $9.3 million in the fiscal years 2014, 2013, and 2012, respectively, in research and development. Sales, Marketing and Support We supply our products to public and private carriers, wireless infrastructure providers, wireless equipment distributors, value added resellers (“VARs”) and OEMs. PCTEL’s direct sales force is technologically sophisticated and sales executives have strong industry domain knowledge. Our direct sales force supports the sales efforts of our distributors and OEM resellers. Our marketing strategy is focused on building market awareness and acceptance of our new products. The marketing organization also provides a wide range of programs, materials and events to support the sales organization. We spent approximately $13.0 million, $12.1 million, and $11.3 million in fiscal years 2014, 2013, and 2012, respectively, for sales and marketing support. Manufacturing We do final assembly of most of our antenna products and all of our OEM receiver and interference management product lines. We also have arrangements with several contract manufacturers but are not dependent on any one. If any of our contract manufacturers are unable to provide satisfactory services for us, other contract manufacturers are available, although engaging a new contract manufacturer could cause unwanted delays and additional costs. We have no material guaranteed supply contracts or long-term agreements with any of our suppliers. We do have open purchase orders with our suppliers. See the contractual obligations and commercial commitments section of Item 7 for information on purchase commitments. Employees As of December 31, 2014, we had 465 full-time equivalent employees, consisting of 300 in operations, 65 in sales and marketing, 57 in research and development, and 43 in general and administrative functions. Total full- time equivalent employees were 449 and 467 at December 31, 2013 and 2012, respectively. Headcount increased by 16 at December 31, 2014 from December 31, 2013 primarily due to increases in production personnel. None of our employees are represented by a labor union. We consider employee relations to be good. Available Information Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports, are available free of charge through our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the United States Securities and Exchange Commission (the “SEC”). Our website is located at the following address: www.pctel.com. The information within, or that can be accessed through, our website, is not part of this Annual Report on Form 10-K. Further, any materials we file with the SEC may be read and copied by the public at the SEC’s Public Reference Room, located at 100 F Street, N.E., Room 1580, Washington D.C. 20549. Information regarding the operation of the Public Reference Room can be obtained by calling the SEC at 1(800) SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov. 6 Item 1A: Risk Factors Factors That May Affect Our Business, Financial Condition and Future Operations Risks Related to Our Business Competition within the wireless product industry is intense and is expected to increase significantly. Our failure to compete successfully could materially harm our prospects and financial results. The antenna market is highly fragmented and is served by many local product providers. We may not be able to displace established competitors from their customer base with our products. Many of our present and potential competitors have substantially greater financial, marketing, technical and other resources with which to pursue engineering, manufacturing, marketing, and distribution of their products. These competitors may succeed in establishing technology standards or strategic alliances in the connectivity products markets, obtain more rapid market acceptance for their products, or otherwise gain a competitive advantage. We can offer no assurance that we will succeed in developing products or technologies that are more effective than those developed by our competitors. We can offer no assurance that we will be able to compete successfully against existing and new competitors as the connectivity wireless markets evolve and the level of competition increases. Our wireless business is dependent upon the continued growth and evolution of the wireless industry. Our future success is dependent upon the continued growth and evolution of the wireless industry. The growth in demand for wireless products and services may not continue at its current rate or at all. Any decrease in the growth of the wireless industry could have a material adverse effect on the results of our operations. Our future success depends on our ability to develop and successfully introduce new and enhanced products for the wireless market that meet the needs of our customers. Our revenue depends on our ability to anticipate our existing and prospective customers’ needs and develop products that address those needs. Our future success will depend on our ability to introduce new products for the wireless market, anticipate improvements and enhancements in wireless technology and wireless standards, and to develop products that are competitive in the rapidly changing wireless industry. Introduction of new products and product enhancements will require coordination of our efforts with those of our customers, suppliers, and manufacturers to rapidly achieve volume production. If we fail to coordinate these efforts, develop product enhancements or introduce new products that meet the needs of our customers as scheduled, our operating results will be materially and adversely affected and our business and prospects will be harmed. We cannot assure that product introductions will meet the anticipated release schedules or that our wireless products will be competitive in the market. Furthermore, given the emerging nature of the wireless market, there can be no assurance our products and technology will not be rendered obsolete by alternative or competing technologies. We may experience integration or other problems with potential acquisitions, which could have an adverse effect on our business or results of operations. New acquisitions could dilute the interests of existing stockholders, and the announcement of new acquisitions could result in a decline in the price of our common stock. We may in the future make acquisitions of, or large investments in, businesses that offer products, services, and technologies that we believe would complement our products or services, including wireless products and technology. We may also make acquisitions of or investments in, businesses that we believe could expand our distribution channels. Even if we were to announce an acquisition, we may not be able to complete it. Additionally, any future acquisition or substantial investment would present numerous risks, including: • difficulty in integrating the technology, operations, internal accounting controls or work force of the acquired business with our existing business, 7 • • • • • • disruption of our on-going business, difficulty in realizing the potential financial or strategic benefits of the transaction, difficulty in maintaining uniform standards, controls, procedures and policies, dealing with tax, employment, logistics, and other related issues unique to international organizations and assets we acquire, possible impairment of relationships with employees and customers as a result of integration of new businesses and management personnel, and impairment of assets related to resulting goodwill, and reductions in our future operating results from amortization of intangible assets. We expect that future acquisitions could provide for consideration to be paid in cash, shares of our common stock, or a combination of cash and our common stock. If consideration for a transaction is paid in common stock, this would further dilute our existing stockholders. We may also incur debt to pay for an acquisition. Our gross profit may vary based on the mix of sales of our products, and these variations may cause our net income to decline. Depending on the mix of our products and services sold, our gross profit could vary significantly from quarter to quarter. Generally, antenna products and engineering services have a lower profit margin than scanning receiver products creating the variance in gross profits related to profit mix. In addition, due in part to the competitive pricing pressures that affect our products and in part to increasing component and manufacturing costs, we expect gross profit from both existing and future products to decrease over time. A variance or decrease of our gross profit could have a negative impact on our financial results and cause our net income to decline. Any delays in our sales cycles could result in customers canceling purchases of our products. Sales cycles for our products with major customers can be lengthy, often lasting nine months or longer. In addition, it can take an additional nine months or more before a customer commences volume production of equipment that incorporates our products. Sales cycles with our major customers are lengthy for a number of reasons, including: • • our OEM customers and carriers usually complete a lengthy technical evaluation of our products, over which we have no control, before placing a purchase order, the development and commercial introduction of products incorporating new technologies frequently are delayed. A significant portion of our operating expenses is relatively fixed and is based in large part on our forecasts of volume and timing of orders. The lengthy sales cycles make forecasting the volume and timing of product orders difficult. In addition, the delays inherent in lengthy sales cycles raise additional risks of customer decisions to cancel or change product phases. If customer cancellations or product changes were to occur, this could result in the loss of anticipated sales without sufficient time for us to reduce our operating expenses. We generally rely on independent companies to manufacture, assemble and test our products. If these companies do not meet their commitments to us, or if our own assembly operations are impaired, our ability to sell products to our customers would be impaired. We have limited manufacturing capability. For some product lines we outsource the manufacturing, assembly, and testing of printed circuit board subsystems. For other product lines, we purchase completed hardware platforms and add our proprietary software. While there is no unique capability with these suppliers, any failure by these suppliers to meet delivery commitments would cause us to delay shipments and potentially be unable to accept new orders for product. 8 In addition, in the event that these suppliers discontinued the manufacture of materials used in our products, we would be forced to incur the time and expense of finding a new supplier or to modify our products in such a way that such materials were not necessary. Either of these alternatives could result in increased manufacturing costs and increased prices of our products. We assemble our antenna products in our facilities located in Illinois and China. We may experience delays, disruptions, capacity constraints or quality control problems at our assembly facilities, which could result in lower yields or delays of product shipments to our customers. In addition, we are having a number of our antenna products manufactured in China via contract manufacturers. Any disruption of our own or contract manufacturers’ operations could cause us to delay product shipments, which would negatively impact our sales, competitive reputation and position. In addition, if we do not accurately forecast demand for our products, we will have excess or insufficient parts to build our products, either of which could seriously affect our operating results. In order for us to operate at a profitable level and continue to introduce and develop new products for emerging markets, we must attract and retain our executive officers and qualified technical, sales, support and other administrative personnel. Our performance is substantially dependent on the performance of our current executive officers and certain key engineering, sales, marketing, financial, technical and customer support personnel. If we lose the services of our executives or key employees, replacements could be difficult to recruit and, as a result, we may not be able to grow our business. Competition for personnel, especially qualified engineering personnel, is intense. We are particularly dependent on our ability to identify, attract, motivate and retain qualified engineers with the requisite education, background and industry experience. As of December 31, 2014, we employed a total of 57 people in our research and development department. If we lose the services of one or more of our key engineering personnel, our ability to continue to develop products and technologies responsive to our markets may be impaired. We may be subject to litigation regarding intellectual property associated with our wireless business and this could be costly to defend and could prevent us from using or selling the challenged technology. In recent years, there has been significant litigation in the United States involving intellectual property rights. We expect potential claims in the future, including with respect to our wireless business. Intellectual property claims against us, and any resulting lawsuits, may result in our incurring significant expenses and could subject us to significant liability for damages and invalidate what we currently believe are our proprietary rights. These claims, regardless of their merits or outcome, would likely be time-consuming and expensive to resolve and could divert management’s time and attention. This could have a material and adverse effect on our business, results of operation, financial condition and prospects. Any intellectual property litigation disputes related to our wireless business could also force us to do one or more of the following: • • • cease selling, incorporating or using technology, products or services that incorporate the disputed intellectual property, obtain from the holder of the disputed intellectual property a license to sell or use the relevant technology, which license may not be available on acceptable terms, if at all, or redesign those products or services that incorporate the disputed intellectual property, which could result in substantial unanticipated development expenses. If we are subject to a successful claim of infringement related to our wireless intellectual property and we fail to develop non-infringing intellectual property or license the infringed intellectual property on acceptable terms and on a timely basis, operating results could decline, and our ability to grow and sustain our wireless business could be materially and adversely affected. As a result, our business, financial condition, results of operation and prospects could be impaired. 9 We may in the future initiate claims or litigation against third parties for infringement of our intellectual property rights or to determine the scope and validity of our proprietary rights or the proprietary rights of our competitors. These claims could also result in significant expense and the diversion of technical and management personnel’s attention. Undetected failures found in new products may result in a loss of customers or a delay in market acceptance of our products. To date, we have not been made aware of any significant failures in our products. However, despite testing by us and by current and potential customers, errors may be found in new products after commencement of commercial shipments, which could result in loss of revenue, loss of customers or delay in market acceptance, any of which could adversely affect our business, operating results, and financial condition. We cannot assure that our efforts to monitor, develop, modify and implement appropriate test and manufacturing processes for our products will be sufficient to avoid failures in our products that result in delays in product shipment, replacement costs or potential damage to our reputation, any of which could harm our business, operating results and financial condition. Conducting business in foreign countries involve additional risks. A substantial portion of our manufacturing, research and development, and marketing activities is conducted outside the United States, including the United Kingdom, Israel, Hong Kong, and China. There are a number of risks inherent in doing business in foreign countries, including: unfavorable political or economic factors; unexpected legal or regulatory changes; lack of sufficient protection for intellectual property rights; difficulties in recruiting and retaining personnel and managing international operations; and less developed infrastructure. If we are unable to manage successfully these and other risks pertaining to our international activities, our operating results, cash flows and financial position could be materially and adversely affected. Our financial position and results of operations may be adversely affected if tax authorities challenge us and the tax challenges result in unfavorable outcomes. We currently have international subsidiaries located in China, United Kingdom, and Israel as well as an international branch office located in Hong Kong. The complexities resulting from operating in several different tax jurisdictions increase our exposure to worldwide tax challenges. In the event a review of our tax filings results in unfavorable adjustments to our tax returns, our operating results, cash flows and financial position could be materially and adversely affected. Conducting business in international markets involves foreign exchange rate exposure that may lead to reduced profitability. We currently have operations in United Kingdom, Israel, Hong Kong, and China. Fluctuations in the value of the U.S. dollar relative to other currencies may impact our revenues, cost of revenues and operating margins and may result in foreign currency translation gains and losses. Risks Related to Our Industry Challenging economic conditions worldwide have from time to time contributed, and may continue to contribute, to slowdowns in the wireless industry at large, resulting in: • • • • reduced demand for our products as a result of continued constraints on corporate and government spending by our customers, increased price competition for our products, risk of excess and obsolete inventory, risk of supply constraints, 10 • • risk of excess facilities and manufacturing capacity, and higher costs as a percentage of revenue and higher interest expense. Our industry is characterized by rapidly changing technologies and rapidly changing competitive environments. If we are not successful in responding to these changes, our products may become obsolete and we may not be able to compete effectively. We must continue to evaluate, develop and introduce technologically advanced products that will position us for possible growth in the wireless market. If we are not successful in doing so, our products may not be accepted in the market or may become obsolete and we may not be able to compete effectively. Consolidation and vertical integration in our industry, and particularly integration of our customers with our competitors, may significantly reduce our ability to successfully market our products to long-standing customers and may adversely affect our vertically integrated customers’ ability to choose our products even if our products are technologically superior. Changes in laws or regulations, in particular future Federal Communications Commission (“FCC”) regulations or international regulations affecting the broadband market, internet service providers, or the communications industry, could negatively affect our ability to develop new technologies or sell new products and, therefore, reduce our profitability. The jurisdiction of the FCC extends to the entire communications industry, including our customers and their products and services that incorporate our products. Future FCC regulations affecting the broadband access services industry, our customers or our products may harm our business. For example, future FCC regulatory policies that affect the availability of data and Internet services may impede our customers’ penetration into their markets or affect the prices that they are able to charge. In addition, FCC regulatory policies that affect the specifications of wireless data devices may impede certain of our customers’ ability to manufacture their products profitably, which could, in turn, reduce demand for our products. Furthermore, international regulatory bodies are beginning to adopt standards for the communications industry. Although our business has not been hurt by any regulations to date, in the future, delays caused by our compliance with regulatory requirements may result in order cancellations or postponements of product purchases by our customers, which would reduce our profitability. Risks Related to our Common Stock The trading price of our stock price may be volatile based on a number of factors, many of which are not under our control. The trading price of our common stock has been highly volatile. The common stock price fluctuated from a low of $7.00 to a high of $9.51 during 2014. Our stock price could be subject to wide fluctuations in response to a variety of factors, many of which are out of our control, including: • • • • • • • • adverse change in domestic or global economic conditions, new products or services offered by us or our competitors, actual or anticipated variations in quarterly operating results, changes in financial estimates by securities analysts, announcements of technological innovations, our announcement of significant acquisitions, strategic partnerships, joint ventures or capital commitments, conditions or trends in our industry, additions or departures of key personnel, 11 • mergers and acquisitions, and • sales of common stock by our stockholders or us or repurchases by us. In addition, the NASDAQ Global Select Market, where many publicly held telecommunications companies, including PCTEL, are traded, often experiences extreme price and volume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. Provisions in our charter documents may inhibit a change of control or a change of management, which may cause the market price for our common stock to fall and may inhibit a takeover or change in our control that a stockholder may consider favorable. Provisions in our charter documents could discourage potential acquisition proposals and could delay or prevent a change in control transaction that our stockholders may favor. Specifically, our charter documents do not permit stockholders to act by written consent, do not permit stockholders to call a stockholders meeting, and provide for a classified board of directors, which means stockholders can only elect, or remove, a limited number of our directors in any given year. These provisions could have the effect of discouraging others from making tender offers for our shares, and as a result, these provisions may prevent the market price of our common stock from reflecting the effects of actual or rumored takeover attempts and may prevent stockholders from reselling their shares at or above the price at which they purchased their shares. These provisions may also prevent changes in our management that our stockholders may favor. Our board of directors has the authority to issue up to 5,000,000 shares of preferred stock in one or more series. The board of directors can fix the price, rights, preferences, privileges and restrictions of this preferred stock without any further vote or action by our stockholders. The rights of the holders of our common stock will be affected by, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. Further, the issuance of shares of preferred stock may delay or prevent a change in control transaction without further action by our stockholders. As a result, the market price of our common stock may drop. If we are unable to successfully maintain processes and procedures required by the Sarbanes-Oxley Act of 2002 to achieve and maintain effective internal control over our financial reporting, our ability to provide reliable and timely financial reports could be harmed and our stock price could be adversely affected. We must comply with the rules promulgated under Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires an annual management report assessing the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm addressing this assessment. While we are expending significant resources in maintaining the necessary documentation and testing procedures required by Section 404, we cannot be certain that the actions we are taking to achieve and maintain our internal control over financial reporting will be adequate. If the processes and procedures that we implement for our internal control over financial reporting are inadequate, our ability to provide reliable and timely financial reports, and consequently our business and operating results, could be harmed. This in turn could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial reports, which could cause the market price of our common stock to decline. Item 1B: Unresolved Staff Comments None 12 Item 2: Properties The following table lists our main facilities: Lease Term Location Square feet Owned/Leased Beginning Ending Segment Bloomingdale, Illinois Tianjin, China Germantown, Maryland Lexington, North Carolina Pryor, Oklahoma Beijing, China San Antonio, Texas Melbourne, Florida 75,517 22,120 20,704 5,630 5,500 5,393 4,159 3,600 Owned Leased Leased Leased Leased Leased Leased Leased N/A 2012 2012 2013 2013 2013 2011 2013 N/A Connected Solutions and Corporate 2017 Connected Solutions 2020 RF Solutions 2019 Connected Solutions 2015 Connected Solutions 2016 Connected Solutions 2016 Connected Solutions 2018 RF Solutions Facility changes In September 2013, we entered into a new five-year lease for an office for our engineering services business in Melbourne, Florida. Under the new lease, we expanded the leased space to 3,600 square feet to meet the needs of our increased Network Services operations. The total lease obligation pursuant to this lease was $0.3 million. Pursuant to an amendment to the asset purchase agreement for Telworx, we terminated the facility lease in Lexington, North Carolina with Scronce Real Estate LLC effective October 2013. In July 2013, we entered into a new six-year lease for an office facility in Lexington, North Carolina with the first year being rent-free. We also extended the lease for the assembly facility in Pryor, Oklahoma for a period of two years commencing May 2013. The total lease obligation pursuant to these leases was $0.4 million. In February 2015, we entered into a new five-year lease for office space of approximately 4,800 square feet in Englewood, Colorado that will be used for engineering services. This lease expires in 2020. All properties are in good condition and are suitable for the purposes for which they are used. We believe that we have adequate space for our current needs. Item 3: Legal Proceedings TelWorx Parties After discovering accounting irregularities with respect to the TelWorx entities and conducting an internal investigation, we pursued restitution from the TelWorx Parties. A legal settlement with a fair value of $5.4 million was reached with the TelWorx Parties in March 2013 as further described in Note 8 of the consolidated financial statements. Other parties on the TelWorx acquisition We also engaged in efforts to seek restitution from two other parties used by the TelWorx Parties for professional services in the sale of the business to PCTEL. On September 30, 2014, we settled in cash with one party for $0.1 million and on October 10, 2014, we settled with the other party in cash for $0.8 million. Item 4: Mine Safety Disclosures Not applicable. 13 PART II Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Price Range of Common Stock and Dividends PCTEL’s common stock has been traded on the NASDAQ Global Select Market under the symbol PCTI since our initial public offering on October 19, 1999. The following table shows the high and low sale prices of our common stock as reported by the NASDAQ Global Select Market for the periods indicated. Fourth Quarter Third Quarter Second Quarter First Quarter 2014 2013 Market Price Market Price High Low Dividends per Share High Low Dividends per Share $8.67 $8.42 $8.83 $9.51 $7.18 $7.36 $7.00 $7.90 $0.040 $0.040 $0.040 $0.040 $0.160 $10.07 $ 9.88 $ 8.48 $ 7.71 $8.80 $8.12 $6.32 $6.66 $0.035 $0.035 $0.035 $0.035 $0.140 The closing sale price of our common stock as reported on the NASDAQ Global Select Market on March 6, 2015 was $8.65 per share. As of that date there were 38 holders of record of the common stock. A substantially greater number of holders of the common stock are in “street name” or beneficial holders, whose shares are held of record by banks, brokers, and other financial institutions. We raised our quarterly cash dividend to $0.05 per share effective for the quarterly cash dividend to shareholders paid on February 13, 2015. Five-Year Cumulative Total Return Comparison The graph below compares the annual percentage change in the cumulative return to our stockholders with the cumulative return of the NASDAQ Composite Index and the S&P Information Technology Index for the period beginning December 31, 2009 and ending December 31, 2014. Returns for the indices are weighted based on market capitalization at the beginning of each measurement point. 14 Note that historic stock price performance is not necessarily indicative of future stock price performance. Sales of Unregistered Equity Securities None. Issuer Purchases of Equity Securities All share repurchase programs are authorized by our Board of Directors and are announced publicly. During the year ended December 31, 2012, no shares of our common stock were repurchased. On March 18, 2013, our Board of Directors approved a share repurchase program of $5.0 million. We repurchased 59,510 shares at an average price of $7.31 during the year ended December 31, 2013. On May 6, 2014, our Board of Directors extended this stock buyback program through September 2014. We repurchased 215,650 shares at an average price of $7.66 during the nine months ended September 30, 2014 and the share repurchase program ended. On November 13, 2014, our Board of Directors approved a share repurchase program for up to 5% of our outstanding shares. No shares were purchased during the quarter ended December 31, 2014. 15 Item 6: Selected Consolidated Financial Data The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Consolidated Financial Statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K. The statement of operations data for the years ended December 31, 2014, 2013, and 2012 and the balance sheet data as of December 31, 2014 and 2013 are derived from audited financial statements included elsewhere in this Annual Report on Form 10-K. The statement of operations data for the years ended December 31, 2011 and 2010 and the balance sheet data as of December 31, 2012, 2011, and 2010 are derived from audited financial statements not included in this Annual Report on Form 10-K. Consolidated Statement of Operations Data: Revenues Cost of revenues Gross profit Operating expenses: Research and development Sales and marketing General and administrative Amortization of intangible assets Restructuring charges Impairment of goodwill and intangible assets Total operating expenses Operating income (loss) from continuing operations Other income, net Income (loss) before income taxes Expense (benefit) for income taxes Net income (loss) from continuing operations Net loss from discontinued operations, net of tax benefit for income taxes Net income (loss) Earnings (loss) per share from continuing operations: Basic Diluted Loss per share from discontinued operations: Basic Diluted Earnings (loss) per share: Basic Diluted Weighted average shares: Basic Diluted 2014 2013 2012 2011 2010 (in thousands, except per share data) $107,164 63,577 $104,253 62,493 $ 88,849 53,029 $ 76,844 40,982 $ 69,254 38,142 43,587 41,760 35,820 35,862 31,112 11,736 12,961 12,819 1,967 0 0 39,483 4,104 1,666 5,770 1,158 4,612 11,064 12,121 15,623 2,400 256 0 41,464 296 5,378 5,674 2,332 3,342 9,290 11,343 10,982 2,359 157 12,550 46,681 (10,861) 100 (10,761) (4,089) (6,672) 10,286 10,359 10,752 2,258 117 0 33,772 2,090 195 2,285 604 1,681 11,777 10,095 10,224 2,934 931 1,084 37,045 (5,933) 602 (5,331) (1,875) (3,456) 0 (91) (2,587) (1,497) 0 $ 4,612 $ 3,251 ($ 9,259) $ 184 ($ 3,456) $ $ 0.25 0.25 $ $ 0.19 0.18 $ $ (0.38) $ (0.38) $ 0.10 0.09 $ $ (0.20) (0.20) $ — $ $ — $ (0.01) $ $ 0.00 (0.15) $ (0.15) $ (0.09) $ (0.08) $ — — $ $ 0.25 0.25 $ $ 0.18 0.18 $ $ (0.53) $ (0.53) $ 0.01 0.01 $ $ (0.20) (0.20) 18,159 18,389 17,797 18,184 17,402 17,402 17,186 17,739 17,408 17,408 Dividends per common share $ 0.16 $ 0.14 $ 0.12 $ 0.03 $ 0.00 Consolidated Balance Sheet Data: Cash, cash equivalents and short-term investments Working capital Total assets Total stockholders’ equity $ 60,009 $ 88,573 $131,669 $115,515 $ 57,895 $ 83,585 $127,432 $112,052 $ 51,139 $ 74,486 $ 128,570 $ 108,145 $ 61,628 $ 80,311 $133,464 $116,315 $ 61,144 $ 78,860 $ 130,565 $ 116,655 16 Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations The following commentary presents a discussion and analysis of the Company’s financial condition and results of operations by its management. The review highlights the principal factors affecting earnings and the significant changes in balance sheet items for the years 2014 and 2013. Financial information for prior years is presented when appropriate. The objective of this financial review is to enhance investors understanding of the accompanying tables and charts, the consolidated financial statements, notes to financial statements, and financial statistics appearing elsewhere in this Annual Report on Form 10-K. Where applicable, this discussion also reflects management’s insights with respect to known events and trends that have or may reasonably be expected to have a material effect on the Company’s operations and financial condition. Our 2014 revenues increased by $2.9 million, or 2.8%, compared to 2013, due to higher RF Solutions segment revenue, primarily for engineering services. We recorded operating profit of $4.1 million in 2014, compared to $0.3 million in 2013. Operating profit improved due to higher profits within Connected Solutions and due to lower corporate general and administrative expenses. Introduction PCTEL delivers Performance Critical Telecom solutions. RF Solutions develops and provides test equipment, software and engineering services for wireless networks. The industry relies upon PCTEL to benchmark network performance, analyze trends, and optimize wireless networks. Connected Solutions designs and delivers performance critical antennas and site solutions for wireless networks globally. Our antennas support evolving wireless standards for cellular, private, and broadband networks. PCTEL antennas and site solutions support networks worldwide, including SCADA for oil, gas and utilities, fleet management, industrial operations, health care, small cell and network timing deployment, defense, public safety, education, and broadband access. Revenue growth for antenna products and site solutions is driven by emerging wireless applications in the following markets: 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 scanning receiver products, interference management products, and optimization services 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. Effective January 1, 2013, we operate in two segments for reporting purposes. Our Connected Solutions segment includes our antenna and engineered site solutions and our RF Solutions segment includes our scanning receivers and related RF engineering services. Each segment has its own manager as well as its own engineering, sales and marketing, and operational general and administrative functions. All of our accounting and finance, human resources, IT and legal functions are provided on a centralized basis through the corporate function. On April 30, 2013, we divested all material assets associated with PCTEL Secure’s ProsettaCore™ technology to Redwall Technologies, LLC (“Redwall”), a development organization that specializes in mobile security, military and defense projects and systems, and critical national infrastructure. Under the terms of the agreement, Redwall acquired the server and device software (the “Software”), the underlying IP, and complete development responsibility for the security products. At the closing of the divestiture, we received no upfront cash payment, but have the right to receive a royalty of 7% of the net sale price of each future sale or license of the Software and each provision of services related to the Software, if any. Under the agreement, royalties will not exceed $10.0 million in the aggregate. In accordance with accounting for discontinued operations, the consolidated financial statements separately reflect the results of PCTEL Secure as discontinued operations for all periods presented. The prior period results have been restated to reflect this accounting treatment. 17 Results of Operations for Continuing Operations Years ended December 31, 2014, 2013, and 2012 (All amounts in tables, other than percentages, are in thousands) REVENUES BY SEGMENT 2014 $ Change % Change 2013 $ Change % Change 2012 Connected Solutions RF Solutions Corporate $ 72,333 35,113 (282) ($1,890) 4,803 -2.5% $ 74,223 15.8% 30,310 (280) $ 6,712 8,841 (149) not meaningful 9.9% $67,511 41.2% 21,469 (131) (2) not meaningful Total $107,164 $ 2,911 2.8% $104,253 $15,404 17.3% $88,849 Revenues were approximately $107.2 million for the year ended December 31, 2014, an increase of 2.8% from the prior year. RF Solutions segment revenue increased $4.8 million (15.8%) due to the rapid growth of in-building wireless network expansion. Connected Solutions segment revenue decreased $1.9 million, or 2.5%. Within the Connected Solutions segment, revenue declined for antenna products, but increased for cellular kitting products. Revenues were approximately $104.3 million for the year ended December 31, 2013, an increase of 17.3% from the prior year. RF Solutions segment revenue increased $8.8 million (41.2%) driven by higher carrier scanning receiver spending from a low point in 2012 and the growth of in-building wireless network expansion. Connected Solutions segment revenue increased $6.7 million, or 9.9%, of which $6.0 million, or 8.9%, is a result of having the site solutions products acquired in July 2012 for only half the year in 2012. GROSS PROFIT BY SEGMENT Connected Solutions RF Solutions Corporate Total 2014 % of Revenues 2013 % of Revenues 2012 % of Revenues $22,818 20,743 31.5% $22,720 59.1% 19,018 30.6% $21,037 62.7% 14,744 31.2% 68.7% 26 not meaningful 22 not meaningful 39 not meaningful $43,587 40.7% $41,760 40.1% $35,820 40.3% Gross profit was 40.7% for the year ended December 31, 2014, higher by 0.6% compared to 2013. RF Solutions segment gross profit was 59.1%, a decrease of (3.6%). The increasing revenue generated by network engineering services contributed (4.9%) of the decrease in percent of revenue. Connected Solutions gross profit was 31.5%, higher by 0.9% compared to 2013. While the segment experienced margin pressure from fixed costs spread over lower revenue, it was more than offset by improvements made through our elimination of unprofitable site solutions products and customers, consolidating the site solutions factory into our Bloomingdale facility, and other supply chain improvements. Gross profit was 40.1% for the year ended December 31, 2013, lower by 0.2% compared to 2012. RF Solutions segment gross profit was 62.7%, a decrease of (6.0%). The increasing revenue generated by network engineering services contributed (5.0%) of the decrease in a percent of revenue. Connected Solutions gross profit was 30.6%, lower by 0.6% compared to 2012. OPERATING PROFIT BY SEGMENT 2014 % of Revenues 2013 % of Revenues 2012 % of Revenues Connected Solutions RF Solutions Corporate $ 7,357 7,333 10.2% $ 6,012 7,248 20.9% (10,586) not meaningful (12,964) not meaningful 8.1% ($ 6,062) 4,246 23.9% (9,045) not meaningful -9.0% 19.8% Total $ 4,104 3.8% $ 296 0.3% ($10,861) -12.2% 18 Total operating profit improved by $3.8 million during the year ended December 31, 2014 compared to the prior year due to lower corporate expenses and due to higher operating profit for Connected Solutions. Connected Solutions operating profit improved by $1.3 million due to lower incentive plan expenses and lower intangible amortization expense. Corporate expenses for TelWorx related issues declined by $1.3 million for the year ended December 31, 2014, compared to the prior year. During 2014, we incurred $2.6 million related to legal expenses and other professional fees associated with the litigation with the TelWorx parties and for the related SEC investigation. During 2013, we incurred $1.3 million for legal expenses and other professional fees associated with the litigation with the TelWorx parties. Within the corporate functions, expenses for our short-term incentive plan (“STIP”) were lower by approximately $0.8 million for the year ended December 31, 2014 compared to the prior year. While our revenues and earnings improved during 2014, our STIP was based on plan goals for revenue and non-GAAP earnings, weighted 40% for revenues and 60% for non-GAAP earnings. Since we missed the plan goals significantly for revenues and non-GAAP earnings, the payout for the STIP was significantly less than target for 2014. Operating profit improved by $11.1 million during the year ended December 31, 2013 compared to the prior year due to improved operating profit for both Connected Solutions and RF Solutions. Connected Solutions operating profit improved by $12.0 million primarily because 2012 included $12.5 million of impairment expense related to the goodwill from the TelWorx acquisition. RF Solutions operating profit improved primarily because of higher revenues during 2013 compared to the prior year. CONSOLIDATED OPERATING EXPENSES 2014 Change 2013 Change 2012 2014 2013 2012 % of Revenues Research and development Sales and marketing General and administrative Amortization of intangible assets Restructuring charges Impairment of goodwill and intangible assets $11,736 $ 12,961 12,819 1,967 0 672 $11,064 $ 840 12,121 (2,804) 15,623 2,400 256 (433) (256) 1,774 $ 9,290 11,343 10,982 2,359 157 778 4,641 41 99 11.0% 10.6% 10.5% 12.1% 11.6% 12.8% 12.0% 15.0% 12.4% 1.8% 2.3% 2.7% 0.0% 0.2% 0.2% 0 0 0 (12,550) 12,550 0.0% 0.0% 14.1% $39,483 ($ 1,981) $41,464 ($ 5,217) $46,681 36.8% 39.8% 52.5% RESEARCH AND DEVELOPMENT Research and development expenses increased $0.7 million from 2013 to 2014. The increase is primarily due to investments in new scanning receiver technology within the RF Solutions segment. Research and development expenses increased $1.8 million from 2012 to 2013. Approximately $1.4 million of the increase was for investments in scanning receiver technology within the RF Solutions segment and $0.4 million of the increase was for investments in antenna technology within the Connected Solutions segment. We had 57, 63, and 58 full-time equivalent employees in research and development at December 31, 2014, 2013, and 2012, respectively. SALES AND MARKETING 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 $0.8 million from 2013 to 2014. The increase consisted of $0.5 million for engineering services and $0.3 million for scanning receivers. 19 Sales and marketing expenses increased $0.8 million from 2012 to 2013. The increase was primarily due to the addition of $0.4 million of sales expenses associated with the business acquired from the TelWorx acquisition with the remaining increase higher incentive plan expense on higher revenue. We had 65, 58, and 70 full-time equivalent employees in sales and marketing at December 31, 2014, 2013, and 2012, respectively. GENERAL AND ADMINISTRATIVE General and administrative expenses include costs associated with the general management, finance, human resources, information technology, legal, public company costs, and other operating expenses to the extent not otherwise allocated to other functions. General and administrative expenses decreased $2.8 million from 2013 to 2014 due to lower legal and professional services, lower short-term incentive plan expenses, and lower IT expenses for the Enterprise Resource Planning (“ERP”) system. During 2014, we incurred $1.3 million related to legal expenses and other professional fees associated with the litigation with the TelWorx parties and for the SEC investigation. During 2013, we incurred $2.6 million for legal expenses and other professional fees associated with the litigation with the TelWorx parties. (See the section below entitled “Other Income, Net” for the insurance proceeds received by us as reimbursement for our expenses related to SEC investigation. Expenses for the short-term incentive plan declined by $1.1 million in 2014 compared to the prior year. General and administrative expenses increased $4.6 million from 2012 to 2013. $1.4 million of this increase was attributed to higher incentive plan expenses. In 2012, the incentive plan accrual was zero. The remaining increase was attributed to expenses related to the TelWorx investigation, partially offset by the decline in the implementation costs for our Enterprise Resource Planning (“ERP”) system. The project for the ERP system was completed during 2012. We had 43, 38, and 37 full-time equivalent employees in general and administrative functions at December 31, 2014, 2013, and 2012, respectively. AMORTIZATION OF INTANGIBLE ASSETS Amortization expense was approximately $2.0 million in 2014 compared to $2.4 million in 2013. Expense decreased by $0.4 million due to assets being fully amortized as of the year ended 2013. Amortization expense was approximately the same in 2013 compared to 2012. Expense increased by $0.1 million due to the full year of amortization for the assets acquired from TelWorx in July 2012, and expense decreased by $0.1 million due to assets being fully amortized as of the year ended 2012. RESTRUCTURING CHARGES During the second and third quarters of 2013, we integrated the TelWorx business with our Connected Solutions segment. The kitting and order fulfillment operations in North Carolina were consolidated into our Bloomingdale, Illinois facility. As part of the integration, we separated 18 employees resulting in restructuring expense of $0.3 million consisting of employee related costs and asset disposals. The 2012 restructuring expense relates to reduction in headcount in our Bloomingdale facility. During the third quarter 2012, we eliminated 12 positions in our manufacturing organization. The restructuring expense of $0.2 million consisted of severance and payroll related benefits. 20 IMPAIRMENT OF GOODWILL AND OTHER INTANGIBLE ASSETS We recorded no goodwill impairments in 2014 or 2013. In 2012, we recorded a goodwill impairment of $12.5 million related to our TelWorx acquisition based on the results from our annual test of goodwill impairment at October 31, 2012. This amount represented the total goodwill associated with the acquisition. The projected revenue, gross margin, and future cash flows of the business were significantly lower at the annual goodwill test date of October 31, 2012 than at the acquisition date of July 9, 2012. See the discussion of this goodwill impairment within the critical accounting estimates section of this Item 7. OTHER INCOME, NET Settlement income Insurance proceeds Interest income Foreign exchange losses Other, net Percentage of revenues 2014 2013 2012 $1,005 639 85 (49) (14) $4,330 1,024 73 (26) (23) $ 0 0 122 (31) 9 $1,666 $5,378 $100 1.6% 5.2% 0.1% Other income, net consists of interest income, foreign exchange gains and losses, insurance proceeds, and income from legal settlements. For the year ended December 31, 2014, settlement income includes $0.9 million related to legal settlements with professional service firms that assisted the TelWorx parties with the sale of the business to PCTEL. We received $0.6 million in insurance proceeds related to claims for legal and professional expenses for the SEC investigation of TelWorx. The legal expenses and professional fees related to the insurance claim were recorded in general and administrative expenses. We recorded interest income of $85 and foreign exchange losses of $49 during the year ended December 31, 2014. For the year ended December 31, 2013, other income includes $4.3 million related to the TelWorx settlement we received in the first quarter of 2013 and $1.0 million related to insurance proceeds for claims related to legal and professional expenses for the SEC investigation of TelWorx. The legal expenses and professional fees related to the insurance claim were recorded in general and administrative expenses. We recorded interest income of $73 and foreign exchange losses of $26 during the year ended December 31, 2013. For the year ended December 31, 2012, other income, net consisted of interest income of $122 and foreign exchange losses of $31. EXPENSE (BENEFIT) FOR INCOME TAXES Expense (benefit) expense for income taxes Effective tax rate 2014 2013 2012 $1,158 $2,332 ($4,089) 20.1% 41.1% 38.0% The effective tax rate differed from the statutory Federal rate of 34.0% by approximately 14.0% during 2014 primarily due to reversals of reserves for uncertain tax positions related to research credits and foreign withholding taxes. The effective tax rate differed from the statutory Federal rate of 34% by approximately 7.0% during 2013 due to state income taxes and a state rate change for deferred tax assets. The effective tax rate differed from the statutory Federal rate of 34% by approximately 4.0% during 2012 primarily because of state income taxes. 21 At December 31, 2014, we had net deferred tax assets of $12.0 million and a valuation allowance of $0.6 million against the deferred tax assets. We maintain a valuation allowance due to uncertainties regarding realizability. The valuation allowance at December 31, 2014 relates to deferred tax assets in tax jurisdictions in which we no longer have significant operations. Significant management judgment is required to assess the likelihood that our deferred tax assets will be recovered from future taxable income, and the carryback available to offset against prior year gains. On a regular basis, management evaluates the recoverability of deferred tax assets and the need for a valuation allowance. DISCONTINUED OPERATIONS Net loss from discontinued operations, net of tax benefit $0 ($91) ($2,587) 2014 2013 2012 The net loss from discontinued operations for the year ended December 31, 2013 includes operating expenses of PCTEL Secure net of income taxes. The net loss for the year ended December 31, 2012 includes operating expenses and the noncontrolling interest of PCTEL Secure, net of income taxes, as well as the adjustments to the redemption value of redeemable equity. There has been no activity with PCTEL Secure since the sale of the business in April 2013. Liquidity and Capital Resources Years Ended December 31, 2013 2012 2014 Net income (loss) Charges for depreciation, amortization, stock-based compensation, and other non-cash items Changes in operating assets and liabilities Net cash provided by operating activities Net cash used in investing activities Net cash used in financing activities Cash and cash equivalents at the end of the year Short-term investments at the end of the year Working capital at the end of the year Liquidity and Capital Resources Overview $ 4,612 $ 3,251 ($ 9,259) 8,720 (5,356) 7,976 (6,014) (3,314) 9,727 (1,575) 11,403 (5,465) (1,748) 17,450 (2,009) 6,182 (3,590) (1,624) $20,432 39,577 $88,573 $21,790 36,105 $83,585 $ 17,543 33,596 $ 74,486 At December 31, 2014, our cash, cash equivalents, and investments were approximately $60.0 million and we had working capital of approximately $88.6 million. Our primary source of liquidity is cash provided by operations, with short term swings in liquidity supported by a significant balance of cash and short-term investments. The balance has fluctuated with cash from operations, acquisitions and divestitures, implementation of a new ERP system, payment of dividends and the repurchase of our common shares. 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. We expect this historical trend to continue in the future. Within investing activities, capital spending historically ranges between 2.0% and 5.0% of our revenues and the primary use of capital is for manufacturing and development engineering requirements. Our capital expenditures during the year ended December 31, 2014 was approximately 2.4% of revenues. 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, 22 resulting in significant uses of our cash and short-term investment balances 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 the Employee Stock Purchase Plan (“ESPP”) and have historically used funds to repurchase shares of our common stock through our share repurchase programs. We pay quarterly dividends and have reinstated a stock repurchase program. 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. Operating Activities: We generated $8.0 million of funds from operating activities during the year ended December 31, 2014. Cash from operations consisted of approximately $13.3 million of cash generated from our income statement, offset by approximately $5.3 million of cash used within our balance sheet. Within our income statement activities, we used $1.0 million for payroll taxes related to stock-based compensation. The tax payments related to our stock issued for restricted stock awards. On the balance sheet, we used cash of $5.3 million due to higher in accounts receivable. Accounts receivable increased due to higher revenues during the quarter ended December 31, 2014 compared to quarter ended December 31, 2013 and due to the timing of revenues with the quarters. Revenues were $3.4 million higher for the three months ended December 31, 2014 versus the comparable period in 2013. We used cash of $1.9 million from the increase of inventories. Our inventories were higher for RF Solutions due to the introduction of new products, and our inventories were higher for Connected Solutions to meet the demand for shipments in the first quarter 2015. We generated cash of $1.1 million within the balance sheet due to higher accounts payable. Accounts payable increased due to increases in inventories and due to the timing of vendor purchases during the year ended December 31, 2014 compared to the year ended December 31, 2013. We generated $11.4 million of funds from operating activities during the year ended December 31, 2013. We generated approximately $12.9 million of cash from our income statement but used $1.5 million of cash from our balance sheet. Within our income statement activities, we used $1.1 million for payroll taxes related to stock- based compensation. The tax payments related to our stock issued for restricted stock awards and performance shares. On the balance sheet, we used cash of $6.1 million for the contraction of accounts payable. Accounts payable declined due to reductions in inventories and due to the timing of vendor purchases during the year ended December 31, 2013 compared to the year ended December 31, 2012. We generated cash of $3.1 million from the reduction of inventories. We managed our RF Solutions inventory down from higher than normal inventory levels at year end 2012. We also lowered our site solutions inventory as a result of the integration of the Lexington business with the operations in Bloomingdale. We generated $6.2 million of funds from operating activities during the year ended December 31, 2012. We generated $7.0 million of funds from our income statement and used $0.8 million of funds from changes in the balance sheet. Within the balance sheet, inventories increased by $2.4 million because of purchases to meet higher revenues in 2012 and because our supply chain expanded with more of our production taking place in China. Our accounts receivable increased by $2.9 million due to increased revenues in the fourth quarter 2012 compared to the prior year fourth quarter. Our prepayments were lower by $0.9 million during 2012 primarily because we received a federal income tax refund of $1.3 million. The increase in accounts payable and accrued liabilities of $2.3 million was due to the higher inventory purchases in 2012 compared to 2011. Investing Activities: Our investing activities used $6.0 million of cash during the year ended December 31, 2014 as we used $3.5 million of cash for investments and used $2.5 million for capital expenditures. Redemptions and maturities of our investments in short-term bonds during the year ended December 31, 2014 provided $55.1 million in funds. We rotated $58.6 million of cash into new short-term bonds during the year ended December 31, 2014. 23 Our investing activities used $5.5 million of cash during the year ended December 31, 2013 as we used $2.5 million of cash for investments and used $3.0 million for capital expenditures. Redemptions and maturities of our investments in short-term bonds during the year ended December 31, 2013 provided $69.5 million in funds. We rotated $72.0 million of cash into new short-term bonds during the year ended December 31, 2013. We used $3.6 million of cash during the year ended December 31, 2012 for investing activities. During the year ended December 31, 2012, we used $16.0 million for the acquisition of assets from TelWorx. We used $3.4 million for capital expenditures which included $1.7 million for the implementation of a new ERP system. The new system was completed in August 2012 and standardized and upgraded our business information systems. Our net cash provided by investments in municipal bonds, U.S. Government Agency bonds, and corporate bonds was $15.8 million during the year ended December 31, 2012 as redemptions and maturities of our investments provided $77.7 million but we rotated $61.9 million of cash into new short and long-term investments. Financing Activities: We used $3.3 million in cash for financing activities during the year ended December 31, 2014. We paid $3.0 million for quarterly cash dividends and used $1.6 million to repurchase shares in the stock repurchase program. We received $1.3 million in proceeds from the purchase of shares through our ESPP and the exercise of stock options. We used $1.7 million in cash for financing activities during the year ended December 31, 2013. We paid $2.6 million for quarterly cash dividends and used $0.4 million to repurchase shares in the stock repurchase program. We received $1.3 million in proceeds from the purchase of shares through our ESPP and the exercise of stock options. Our financing activities used $1.6 million in cash during the year ended December 31, 2012. We paid $2.2 million for quarterly cash dividends paid during 2012 and we received $0.6 million from shares purchased through the ESPP during 2012. Contractual Obligations and Commercial Commitments The following summarizes our contractual obligations at December 31, 2014 for office and product assembly facility leases, office equipment leases and purchase obligations, and the effect such obligations are expected to have on the liquidity and cash flows in future periods (in thousands): Operating leases: Facility Equipment Purchase obligations Total Payments Due by Period Total Less than 1 year 1-3 years 4-5 years After 5 years (a) (b) (c) $ 3,470 $ 344 $ 9,278 880 $ $ 109 $ 9,278 $1,989 $ 208 0 $ $13,092 $10,267 $2,197 $601 $ 27 0 $ $628 $0 $0 $0 $0 (a) Future payments for the lease of office and production facilities. (b) Future payments for the lease of office equipment. (c) Includes purchase orders or contracts for the purchase of inventory, as well as for other goods and services, in the ordinary course of business, and excludes the balances for purchases currently recognized as liabilities on the balance sheet. At December 31, 2014, we had a liability of $2.0 million related to payments for our executive deferred compensation plan (“EDCP”). This liability was paid in January 2015. See note 13 of the consolidated financial statements for more information on the EDCP. 24 As of December 31, 2014, we had obligations through 2019 for capital leases of $189 related to office and manufacturing equipment. See note 8 of the consolidated financial statements for more information on capital leases. We have a liability related to uncertain positions for income taxes of $0.8 million at December 31, 2014. We do not know when this obligation will be paid. Off-Balance Sheet Arrangements None. Critical Accounting Policies and Estimates The preparation of our consolidated financial statements in accordance with generally accepted accounting principles requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period reported. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. Management bases its estimates and judgments on historical experience, market trends, and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Revenue Recognition – We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, price is fixed and determinable, and collectability is reasonably assured. We recognize revenue for sales of products when title transfers, which is predominantly upon shipment from the factory. For products shipped on consignment, we recognize revenue upon delivery from the consignment location. Revenue recognition is also based on estimates of product returns, allowances, discounts, and other factors. These estimates are based on historical data. We believe that the estimates used are appropriate, but differences in actual experience or changes in estimates may affect future results. We recognize revenue for our network engineering services under the completed performance method. Most services occur in one week or less, and revenue is generally recognized when the engineering reports are completed and issued to the customer. Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable are recorded at invoiced amount. We extend credit to our customers based on an evaluation of a company’s financial condition and collateral is generally not required. We maintain an allowance for doubtful accounts for estimated uncollectible accounts receivable. The allowance is based on our assessment of known delinquent accounts, historical experience, and other currently available evidence of the collectability and the aging of accounts receivable. Although management believes the current allowance is sufficient to cover existing exposures, there can be no assurance against the deterioration of a major customer’s creditworthiness, or against defaults that are higher than what has been experienced historically. Excess and Obsolete Inventory – We maintain reserves to reduce the value of inventory to the lower of cost or market and reserves for excess and obsolete inventory. Reserves for excess inventory are calculated based on our estimate of inventory in excess of normal and planned usage. Obsolete reserves are based on our identification of inventory where carrying value is above net realizable value. We believe the accounting estimate related to excess and obsolete inventory is a critical accounting estimate because it requires us to make assumptions about future sales volumes and product mix, both of which are highly uncertain. Changes in these estimates can have a material impact on our financial statements. Warranty Costs – We offer repair and replacement warranties of primarily two years for antenna products and three years for scanning receiver products. Our warranty reserve is based on historical sales and costs of repair and replacement trends. We believe that the accounting estimate related to warranty costs is a critical accounting 25 estimate because it requires us to make assumptions about matters that are highly uncertain, including future rates of product failure and repair costs. Changes in warranty reserves could be material to our financial statements. Stock-based Compensation – We recognize stock-based compensation expense for all share based payment awards in accordance with fair value recognition provisions. Under the fair value provisions, we recognize stock- based compensation expense net of an estimated forfeiture rate, recognizing compensation cost only for those awards expected to vest over requisite service periods of the awards. Stock-based compensation expense and disclosures are dependent on assumptions used in calculating such amounts. These assumptions include risk-free interest rates, expected term of the stock-based compensation instrument granted, volatility of stock and option prices, expected time between grant date and date of exercise, attrition, performance, and other factors. These factors require us to use judgment. Our estimates of these assumptions typically are based on historical experience and currently available market place data. While management believes that the estimates used are appropriate, differences in actual experience or changes in assumptions may affect our future stock-based compensation expense and disclosures. Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Our operations have international subsidiaries located in China, United Kingdom and Israel, as well as an international branch office located in Hong Kong. The complexities brought on by operating in several different tax jurisdictions inevitably lead to an increased exposure to worldwide taxes. Should review of the tax filings result in unfavorable adjustments to our tax returns, the operating results, cash flows, and financial position could be materially and adversely affected. We are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes may be required. If we ultimately determine that payment of these amounts is unnecessary, then we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained if challenged by the taxing authorities. To the extent we prevail in matters for which liabilities have been established, or are required to pay amounts in excess of our liabilities, our effective tax rate in a given period may be materially affected. An unfavorable tax settlement would require cash payments and may result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution. Valuation Allowances for Deferred Tax Assets – We establish an income tax valuation allowance when available evidence indicates that it is more likely than not that all or a portion of a deferred tax asset will not be realized. In assessing the need for a valuation allowance, we consider the amounts and timing of expected future deductions or carryforwards and sources of taxable income that may enable utilization. We maintain an existing valuation allowance until sufficient positive evidence exists to support its reversal. Changes in the amount or timing of expected future deductions or taxable income may have a material impact on the level of income tax valuation allowances. Our assessment of the realizability of the deferred tax assets requires judgment about our future results. Inherent in this estimation is the requirement for us to estimate future book and taxable income and possible tax planning strategies. These estimates require us to exercise judgment about our future results, the 26 prudence and feasibility of possible tax planning strategies, and the economic environment in which we do business. It is possible that the actual results will differ from the assumptions and require adjustments to the allowance. Adjustments to the allowance would affect future net income. Impairment Reviews of Goodwill – We perform an annual impairment test of goodwill as of the end of the first month of the fiscal fourth quarter (October 31st), or at an interim date if an event occurs or if circumstances change that would indicate that an impairment loss may have been incurred. In performing our annual impairment test, we first perform a qualitative assessment to determine whether it is more likely that not that the fair value of a reporting unit is less than its carrying value, including goodwill. If our qualitative assessment is indicative of possible impairment, then a two-step quantitative fair value assessment is performed at the reporting unit level. In the first step, the fair value of each reporting unit is compared with its carrying value. If the fair value exceeds the carrying value, then goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. The implied fair value of goodwill is then compared against the carrying value of goodwill to determine the amount of impairment. The process of evaluating the potential impairment of goodwill is subjective because it requires the use of estimates and assumptions in determining a reporting unit’s fair value. We calculate the fair value of each reporting unit by using a blended analysis of the present value of future discounted cash flows and the market approach of valuation. The discounted cash flow method requires us to use estimates and judgments about the future cash flows of the reporting units. Although we base cash flow forecasts on assumptions that are consistent with plans and estimates we use to manage the underlying reporting units, there is significant judgment in determining the cash flows attributable to these reporting units, including markets and market share, sales volumes and mix, research and development expenses, tax rates, capital spending, discount rate and working capital changes. Cash flow forecasts are based on reporting unit operating plans for the early years and business projections in later years. The market approach is based on a comparison of the Company to comparable publicly traded companies in similar lines of business. This method requires us to use estimates and judgments when determining comparable companies. We assess such factors as size, growth, profitability, risk and return on investment. We believe the accounting estimate related to the valuation of goodwill is a critical accounting estimate because it requires us to make assumptions that are highly uncertain about the future cash flows of our reporting units. While the use of historical results and future projections can result in different valuations for a business, it is a generally accepted valuation practice to apply more than one valuation technique to establish a range of values for a business. Since each technique relies on different inputs and assumptions, it is unlikely that each technique would yield the same results. However, it is expected that the different techniques would establish a reasonable range. In determining the fair value, we weigh the two methods equally because we believe both methods have an equal probability of providing an appropriate fair value. Impairment Reviews of Intangible Assets – We evaluate the carrying value of intangible assets and other long- lived assets for impairment whenever indicators of impairment exist. We test finite-lived intangible assets for recoverability using pretax undiscounted cash flows. Although we base cash flow forecasts on assumptions that are consistent with plans and estimates we use to manage the underlying reporting units, there is significant judgment in determining the cash flows attributable to these reporting units, including markets and market share, sales volumes and mix, research and development expenses, capital spending and working capital changes. Cash flow forecasts are based on operating plans and business projections. We compare the pretax undiscounted cash flows to the carrying value of the asset group. If the carrying value exceeds the sum of the undiscounted cash flows of the asset group, an impairment charge must be recognized in the financial statements. We believe the accounting estimate related to the valuation of intangible assets is a critical accounting estimate because it requires us to make assumptions about future sales prices and volumes for products that involve new technologies and applications where customer acceptance of new products or timely introduction of new technologies into their networks are uncertain. The recognition of impairment could be material to our financial statements. 27 Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, which requires management to assess if there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim period. If conditions or events give rise to substantial doubt, disclosures are required. The new accounting standard is effective as of December 31, 2016 and we do not expect it to have an impact on the financial statement disclosures. In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 was issued to clarify that a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The adoption of ASU No. 2014-12 is not expected to have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09 which introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. We are currently evaluating the new guidance to determine the impact it will have on our consolidated financial statements. In April 2014, the FASB issued ASU 2014-08, which includes amendments that change the requirements for reporting discontinued operations and require additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations - that is, a major effect on the organization’s operations and financial results should be presented as discontinued operations. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. Additionally, the ASU requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. This update is effective in the first quarter of 2015. We do not expect the new guidance to have a material impact on our consolidated financial statements. Item 7A: Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risk from changes in interest rates, foreign exchange rates, credit risk, and investment risk as follows: Interest Rate Risk We manage the sensitivity of our results of operations to interest rate risk on cash equivalents by maintaining a conservative investment portfolio. The primary objective of our investment activities is to preserve principal without significantly increasing risk. To achieve this objective, we maintain our portfolio of cash equivalents, short-term investments, and long-term investments in, pre-refunded municipal bonds, U.S. government agency bonds or money market funds invested exclusively in government agency bonds and AA or higher rated corporate bonds. Due to changes in interest rates, our future investment income may fall short of expectations. A hypothetical increase or decrease of 10% in market interest rates would not result in a material decrease in interest income earned through maturity on investments held at December 31, 2014. We do not hold or issue derivatives, derivative commodity instruments or other financial instruments for trading purposes. 28 Foreign Currency Risk We are exposed to currency fluctuations due to our foreign operations and because we sell our products internationally. We manage the sensitivity of our international sales by denominating the majority of transactions in U.S. dollars. If the United States dollar uniformly increased or decreased in strength by 10% relative to the currencies in which our sales were denominated, our net income would not have changed by a material amount for the year ended December 31, 2014. For purposes of this calculation, we have assumed that the exchange rates would change in the same direction relative to the United States dollar. Our exposure to foreign exchange rate fluctuations, however, arises in part from translation of the financial statements of foreign subsidiaries into U.S. dollars in consolidation. As exchange rates vary, these results, when translated, may vary from expectations and adversely impact overall expected profitability. We had $0.5 million of cash in foreign bank accounts at December 31, 2014. As of December 31, 2014, we had no intention of repatriating the cash in our foreign bank accounts to the U.S. If we decide to repatriate the cash in foreign bank accounts, we may experience difficulty in repatriating it in a timely manner. We may also be exposed to foreign currency fluctuations and taxes if we repatriate these funds. Credit Risk The financial instruments that potentially subject us to credit risk consist primarily of trade receivables. For trade receivables, credit risk is the potential for a loss due to a customer not meeting its payment obligations. Our customers are concentrated in the wireless communications industry. Estimates are used in determining an allowance for amounts which we may not be able to collect, based on current trends, the length of time receivables are past due and historical collection experience. Provisions for and recovery of bad debts are recorded as sales and marketing expense in the consolidated statements of operations. We perform ongoing evaluations of customers’ credit limits and financial condition. Generally, we do not require collateral from customers. No customer’s accounts receivable balance represented 10% or greater of gross accounts receivable at December 31, 2014 or December 31, 2013. Our allowances for potential credit losses have historically been adequate compared to actual losses. No customers represented 10% of our revenues for the years ended December 31, 2014, December 31, 2013 or December 31, 2012. 29 Item 8: Financial Statements and Supplementary Data PCTEL, INC. INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2014 and 2013 Consolidated Statements of Operations for the years December 31, 2014, 2013, and 2012 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2014, 2013, and 2012 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2013, and 2012 Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013, and 2012 Notes to the Consolidated Financial Statements Schedule II Valuation and Qualifying Accounts Page 31 33 34 35 36 37 38 75 30 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders PCTEL, Inc. We have audited the accompanying consolidated balance sheets of PCTEL, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of PCTEL Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 13, 2015 expressed an unqualified opinion thereon. /s/ Grant Thornton LLP Chicago, Illinois March 13, 2015 31 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders PCTEL, Inc. We have audited the internal control over financial reporting of PCTEL, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2014, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control Over Financial Reporting” (Management’s Report). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in the 2013 Internal Control – Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended December 31, 2014, and our report dated March 13, 2015 expressed an unqualified opinion on those financial statements. /s/ Grant Thornton LLP Chicago, Illinois March 13, 2015 32 PCTEL, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) ASSETS Cash and cash equivalents Short-term investment securities Accounts receivable, net of allowance for doubtful accounts of $121 and $130 at December 31, 2014 and December 31, 2013, respectively Inventories, net Deferred tax assets, net Prepaid expenses and other assets Total current assets Property and equipment, net Goodwill Intangible assets, net Deferred tax assets, net Other noncurrent assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable Accrued liabilities Total current liabilities Other long-term liabilities Total liabilities Stockholders’ equity: Common stock, $0.001 par value, 100,000,000 shares authorized, 18,571,419 and 18,566,119 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Total stockholders’ equity TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY December 31, 2014 December 31, 2013 $ 20,432 39,577 $ 21,790 36,105 23,874 16,358 2,281 1,757 104,279 14,842 161 2,637 9,710 40 18,603 14,535 1,629 3,166 95,828 14,971 161 4,604 11,827 41 $131,669 $127,432 $ 5,495 10,211 15,706 448 16,154 $ 4,440 7,803 12,243 3,137 15,380 19 145,462 (30,101) 135 19 143,572 (31,748) 209 115,515 112,052 $131,669 $127,432 The accompanying notes are an integral part of these consolidated financial statements. 33 PCTEL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) REVENUES COST OF REVENUES GROSS PROFIT OPERATING EXPENSES: Research and development Sales and marketing General and administrative Amortization of intangible assets Restructuring charges Impairment of goodwill and other intangible assets Total operating expenses OPERATING INCOME (LOSS) Other income, net INCOME (LOSS) BEFORE INCOME TAXES Expense (benefit) for income taxes NET INCOME (LOSS) FROM CONTINUING OPERATIONS NET LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX BENEFIT NET INCOME (LOSS) Earnings (Loss) per Share from Continuing Operations: Basic Diluted Loss per Share from Discontinued Operations: Basic Diluted Earnings (Loss) per Share: Basic Diluted Weighted Average Shares: Basic Diluted Cash dividend per share Years Ended December 31, 2014 2013 2012 $107,164 63,577 $ 104,253 62,493 $ 88,849 53,029 43,587 41,760 35,820 11,736 12,961 12,819 1,967 0 0 39,483 4,104 1,666 5,770 1,158 4,612 11,064 12,121 15,623 2,400 256 0 41,464 296 5,378 5,674 2,332 3,342 9,290 11,343 10,982 2,359 157 12,550 46,681 (10,861) 100 (10,761) (4,089) (6,672) 0 (91) (2,587) $ 4,612 $ $ $ 3,251 ($ 9,259) 0.19 0.18 ($ ($ 0.38) 0.38) 0.25 0.25 0.00 0.00 ($ $ 0.01) 0.00 ($ ($ 0.15) 0.15) 0.25 0.25 $ $ 0.18 0.18 ($ ($ 0.53) 0.53) $ $ $ $ $ $ 18,159 18,389 17,797 18,184 17,402 17,402 $ 0.16 $ 0.14 $ 0.12 The accompanying notes are an integral part of these consolidated financial statements. 34 PCTEL, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands, except per share data) NET INCOME (LOSS) OTHER COMPREHENSIVE INCOME (LOSS): Foreign currency translation adjustments COMPREHENSIVE INCOME (LOSS) Years Ended December 31, 2012 2013 2014 $4,612 $3,251 ($9,259) (74) 61 27 $4,538 $3,312 ($9,232) The accompanying notes are an integral part of these consolidated financial statements. 35 PCTEL, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Common Stock Additional Paid-In Capital Retained Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity of PCTEL, Inc. BALANCE, JANUARY 1, 2012 Stock-based compensation expense Issuance of shares for stock purchase and option plans Cancellation of shares for payment of withholding tax Tax effect from stock based compensation Adjustment to temporary equity for PCTEL Secure Adjustment to tax basis of PCTEL Secure Dividend paid Net loss Purchase of 49% interest in PCTEL Secure Change in cumulative translation adjustment, net BALANCE at DECEMBER 31, 2012 Stock-based compensation expense Issuance of shares for stock purchase and option plans Cancellation of shares for payment of withholding tax Repurchase of common stock Dividend paid Net income Change in cumulative translation adjustment, net $18 1 0 0 0 0 0 0 0 0 0 $19 0 1 (1) 0 0 0 0 $137,117 ($20,941) 0 0 0 0 (648) 0 (2,210) (8,611) 0 0 2,991 578 (1,204) 6 0 361 8 0 531 0 $140,388 ($32,410) 3,441 1,265 (1,097) (435) 10 0 0 0 0 0 0 (2,589) 3,251 0 $121 0 0 0 0 0 0 0 0 0 27 $148 0 0 0 0 0 0 61 $116,315 2,992 578 (1,204) 6 (648) 361 (2,202) (8,611) 531 27 $108,145 3,441 1,266 (1,098) (435) (2,579) 3,251 61 BALANCE at DECEMBER 31, 2013 $19 $143,572 ($31,748) $209 $112,052 Stock-based compensation expense Issuance of shares for stock purchase and option plans Cancellation of shares for payment of withholding tax Tax effect from stock based compensation Repurchase of common stock Dividend paid Net income Change in cumulative translation adjustment, net 0 1 0 0 (1) 0 0 0 3,276 1,091 (1,037) 203 (1,651) 8 0 0 0 0 0 0 0 (2,965) 4,612 0 0 0 0 0 0 0 0 (74) 3,276 1,092 (1,037) 203 (1,652) (2,957) 4,612 (74) BALANCE at DECEMBER 31, 2014 $19 $145,462 ($30,101) $135 $115,515 The accompanying notes are an integral part of these consolidated financial statements 36 PCTEL, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) Operating Activities: Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Loss from discontinued operations Depreciation and amortization Impairment charges Stock based compensation (Gain) loss on disposal/sale of property and equipment Restructuring costs Payment of withholding tax on stock based compensation Deferred tax expense Changes in operating assets and liabilities, net of acquisitions: Accounts receivable Inventories Prepaid expenses and other assets Accounts payable Income taxes payable Other accrued liabilities Deferred revenue Years Ended December 31, 2014 2013 2012 $ 4,612 $ 3,251 ($ 9,259) 0 4,806 0 3,276 9 0 (1,037) 1,666 (5,301) (1,870) 1,406 1,050 (79) (1,625) 1,063 91 5,070 0 3,440 (27) 86 (1,098) 2,165 1 3,092 596 (6,149) (61) 807 139 2,587 4,791 12,550 2,986 4 0 (1,204) (4,264) (2,870) (2,361) 863 3,857 71 (1,550) (19) 6,182 Net cash provided by operating activities 7,976 11,403 Investing Activities: Capital expenditures Proceeds from disposal of property and equipment Purchase of investments Redemptions/maturities of short-term investments Purchase of assets/businesses, net of cash acquired Net cash used in investing activities Financing Activities: Proceeds from issuance of common stock Payments for repurchase of common stock Tax benefit from stock option exercises Cash dividend Net cash used in financing activities Cash flows from discontinued operations: Net cash used in operating activities Net cash provided by investing activities Net cash provided by financing activities Net (decrease) increase in cash and cash equivalents Effect of exchange rate changes on cash Cash and cash equivalents, beginning of year Cash and Cash Equivalents, End of Year Other information: Cash paid (refunds received) for income taxes Cash paid for interest Non-cash investing and financing information: Increases (decreases) to deferred stock compensation, net Issuance of restricted common stock, net of cancellations Purchase of assets under capital leases (2,542) 0 (58,629) 55,157 0 (2,959) 3 (72,010) 69,501 0 (3,381) 0 (61,927) 77,718 (16,000) (6,014) (5,465) (3,590) 1,092 (1,652) 203 (2,957) (3,314) 0 0 0 1,266 (435) 0 (2,579) (1,748) (17) 1 0 (1,352) (6) 21,790 4,174 57 17,559 578 0 0 (2,202) (1,624) (1,136) (1,731) 0 (1,899) 40 19,418 20,432 $ 21,790 $ 17,559 199 14 12 431 189 232 16 (1,288) 3 (1,968) (703) 0 (616) 912 0 The accompanying notes are an integral part of these consolidated financial statements. 37 PCTEL, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Year Ended: December 31, 2014 (in thousands) 1. Organization and Summary of Significant Accounting Policies Nature of Operations PCTEL, Inc. (“PCTEL”, the “Company”, “we”, “ours”, and “us”) delivers Performance Critical Telecom solutions. RF Solutions develops and provides test equipment, software and engineering services for wireless networks. The industry relies upon PCTEL to benchmark network performance, analyze trends, and optimize wireless networks. Connected Solutions designs and delivers performance critical antennas and site solutions for wireless networks globally. Our antennas support evolving wireless standards for cellular, private, and broadband networks. PCTEL antennas and site solutions support networks worldwide, including SCADA for oil, gas and utilities, fleet management, industrial operations, health care, small cell and network timing deployment, defense, public safety, education, and broadband access. Segment Reporting Effective January 1, 2013, PCTEL operates in two segments for reporting purposes, RF Solutions and Connected Solutions. As of January 1, 2013, the Company’s chief operating decision maker uses the profit and loss results through operating profit and identified assets for the Connected Solutions and RF Solutions segments to make operating decisions. Each segment has its own segment manager as well as its own engineering, sales and marketing, and operational general and administrative functions. All of the Company’s accounting and finance, human resources, IT and legal functions are provided on a centralized basis through the corporate function. The Company manages its balance sheet and cash flows centrally at the corporate level, with the exception of trade accounts receivable and inventory which is managed at the segment level. Each of the segment managers reports to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial results, forecasts, or plans for the segment. For the year ended December 31, 2012, the Company operated in two different segments, PCTEL Secure, LLC and the rest of the Company. The Company’s chief operating decision maker used the profit and loss results and the assets to make operating decisions. The 2012 segment information presented in the financial statements has been presented on a retrospective basis reflecting the Connected Solutions and RF Solution segments on a consistent basis with the current period. Connected Solutions Segment Connected Solutions designs and delivers performance critical antennas and site solutions for wireless networks globally. The Company’s antennas and site solutions support networks worldwide, including SCADA (“Supervisory Control and Data Acquisition”) for oil, gas and utilities, fleet management, industrial operations, health care, small cell and network timing deployment, defense, public safety, education, and broadband access. PCTEL’s performance critical MAXRAD® and Bluewave™ antenna solutions include high rejection and high performance GPS and GNSS products, the industry leading Yagi portfolio, mobile and indoor LTE, broadband, and LMR antennas and PIM-rated antennas for transit, in-building, and small cell applications. The Company provides performance critical mobile towers for demanding emergency and oil and gas network applications and leverage our design, logistics, and support capabilities to deliver performance critical site solutions into carrier, railroad, and utility applications. Revenue growth for antenna and site solutions is primarily driven by the increased use of wireless communications in these vertical markets. PCTEL’s antenna and site solution products are primarily sold through distributors, value-added resellers, and original equipment manufacturer (“OEM”) providers. The current antenna and site solutions product portfolio and expansion into these vertical markets resulted from organic growth and a series of six acquisitions, the most recent being the acquisition of certain assets of TelWorx Communications LLC, TelWorx U.K. Limited, TowerWorx LLC, and TowerWorx International, Inc. (collectively “TelWorx”), in July 2012. 38 There are many competitors for antenna products, as the market is highly fragmented. Competitors include Laird (Cushcraft, Centurion, and Antennex brands), Mobile Mark, Radiall/Larsen, Comtelco, Wilson, Commscope (Andrew products), Kathrein, among others. The Company seeks out product applications that command a premium for product performance and customer service, and avoid commodity markets. PCTEL maintains expertise in several technology areas in order to be competitive in the antenna engineered site solutions market. These include radio frequency engineering, mobile antenna design and manufacturing, mechanical engineering, product quality and testing, and wireless network engineering. RF Solutions Segment RF Solutions develops and provides performance critical test equipment, software, and engineering services for wireless networks. The industry relies upon PCTEL to benchmark network performance, analyze trends, and optimize wireless networks. SeeGull® scanning receivers are used around the world for indoor and drive test applications, including baseline testing, acceptance testing, competitive benchmarking, spectrum clearing, troubleshooting, and network optimization. SeeGull scanning receivers provide high quality real-world RF measurements needed to build, tune, troubleshoot, and expand commercial wireless networks. The Company’s highly-trained engineering services team uses state-of-the-art test, measurement, and design tools to provide engineering services for in-building and outdoor networks. Our engineering services team (“NES”), which commenced in 2011 with the acquisition of certain assets from Envision Wireless Inc. (“Envision”), provides wireless network testing, optimization, design, integration, and consulting services, with an emphasis on in- building distributed antenna systems (“DAS”). Revenue growth for the segment’s products and services is driven by the deployment of products based on new wireless technology and the need for wireless networks to be tuned and reconfigured on a regular basis. Scanning receiver products are sold primarily through test and measurement value -added resellers and to a lesser extent directly to network operators. Competitors for these products are OEMs such as JDS Uniphase, Rohde and Schwarz, Anritsu, Digital Receiver Technology, and Berkley Varitronics. On February 27, 2015, PCTEL, Inc., acquired substantially all of the assets of, and assumed certain specified liabilities of, Nexgen Wireless, Inc., an Illinois corporation (“Nexgen”), pursuant to an Asset Purchase Agreement dated as of February 27, 2015 (the “Acquisition Agreement”) among PCTEL, Nexgen, Bhumika Thakkar 2012 Irrevocable Trust Number One, Bhumika Thakkar 2012 Irrevocable Trust Number Two, and Jigar Thakkar and Bhumika Thakkar. The business of Nexgen is based in Schaumburg, Illinois. Nexgen provides Meridian™, a network analysis tool portfolio, and engineering services. Nexgen’s Meridian software product portfolio translates real-time network performance data into engineering actions to optimize operator performance. Meridian, with its modules of Network IQ™, Subscriber IQ™, and Map IQ™, supports crowd-based, cloud-based data analysis to enhance network performance. Nexgen provides performance engineering, specialized staffing, and trend analysis for carriers, infrastructure vendors, and neutral hosts for 2G, 3G, 4G, and LTE networks. Refer to footnote 17 related to subsequent events for more information on the Nexgen acquisition. PCTEL maintains expertise in several technology areas in order to be competitive in the scanning receiver and related engineering services market. These include radio frequency engineering, DSP engineering, manufacturing, mechanical engineering, product quality and testing, and wireless network engineering. Basis of Consolidation These consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. On April 30, 2013, the Company divested all material assets associated with its PCTEL Secure, LLC subsidiary’s ProsettaCore™ technology to Redwall Technologies, LLC (“Redwall”), a development organization that 39 specializes in mobile security, military and defense projects and systems, and critical national infrastructure. Under the terms of the agreement, Redwall acquired the server and device software (the “Software”), the underlying intellectual property, and complete development responsibility for the security products. At the closing of the divestiture, the Company received no upfront cash payment, but has the right to receive a royalty of 7% of the net sale price of each future sale or license of the Software and each provision of services related to the Software, if any. Under the agreement, royalties will not exceed $10.0 million in the aggregate. In accordance with accounting for discontinued operations, the consolidated financial statements separately reflect the results of PCTEL Secure as discontinued operations for all periods presented. The prior period results have been restated to reflect this accounting treatment. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from those estimates. Foreign Operations The Company is exposed to foreign currency fluctuations due to its foreign operations and because products are sold internationally. The functional currency for the Company’s foreign operations is predominantly the applicable local currency. Accounts of foreign operations are translated into U.S. dollars using the year-end exchange rate for assets and liabilities and average monthly rates for revenue and expense accounts. Adjustments resulting from translation are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Gains and losses resulting from other transactions originally in foreign currencies and then translated into U.S. dollars are included in the consolidated statements of operations. Net foreign exchange losses resulting from foreign currency transactions included in other income, net were $49, $26, and $31 in the years ended December 31, 2014, 2013, and 2012, respectively. Fair Value of Financial Instruments The Company follows accounting pronouncements for Fair Value Measurements and Disclosures, 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. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1: inputs are unadjusted quoted prices in active markets for identical assets or liabilities. 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. Cash equivalents are measured at fair value and investments are recognized at amortized cost in the Company’s 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. 40 Cash and Cash Equivalents and Investments The Company’s cash and investments consist of the following: Cash Cash equivalents Short-term investments December 31, 2014 December 31, 2013 $19,731 701 39,577 $60,009 $19,734 2,056 36,105 $57,895 Cash and Cash equivalents At December 31, 2014, cash and cash equivalents included bank balances and investments with original maturities less than 90 days. At December 31, 2014 and 2013, the Company’s cash equivalents were invested in highly liquid AAA rated money market funds that are required to comply with Rule 2a-7 under 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 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 Company’s U.S. banks is insured by the Federal Deposit Insurance Corporation up to the insurable amount of $250. At December 31, 2014, the Company had $19.7 million in cash and $0.7 million in cash equivalents and at December 31, 2013, the Company had $19.7 million in cash and $2.1 million in cash equivalents. The Company had $0.5 million and $1.0 million of cash and cash equivalents in foreign bank accounts at December 31, 2014 and at December 31, 2013. As of December 31, 2014, 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. The Company’s cash in its foreign bank accounts is not insured. Investments At December 31, 2014 and 2013, the Company’s short-term investments consisted of pre-refunded municipal bonds, U.S. government agency bonds, AA or higher rated corporate bonds and certificates of deposit, all classified as held-to-maturity. At December 31, 2014, the Company’s short-term investments also included mutual funds classified as available-for-sale and recorded at fair value. At December 31, 2014, the Company had invested $13.5 million in U.S. government agency bonds, $11.8 million in certificates of deposit, $7.2 million in AA rated or higher corporate bond funds, $5.2 million in pre- refunded municipal bonds and taxable bond funds, and $2.0 million in mutual funds. The income and principal from the pre-refunded municipal bonds is secured by an irrevocable trust of U.S. Treasury securities. The bonds have original maturities greater than 90 days and mature in 2015. The Company’s bonds are recorded at the purchase price and carried at amortized cost. The net unrealized gains (losses) were approximately $(5) and $15 at December 31, 2014 and December 31, 2013, respectively. Approximately 5% of the Company’s bonds were protected by bond default insurance at December 31, 2014 and 2013, respectively. At December 31, 2013, the Company had invested $17.2 million in pre-refunded municipal bonds and taxable bond funds, $7.3 million in AA rated or higher corporate bond funds, $6.3 million in U.S. government agency bonds, and $5.3 million in certificates of deposit. 41 The Company categorizes its financial instruments within a fair value hierarchy according to accounting guidance for fair value. 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. Cash equivalents and Level 1 and Level 2 investments measured at fair value were as follows: December 31, 2014 December 31, 2013 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds and other cash equivalents $ 701 $ 0 $0 $ 701 $2,056 $ 0 $0 $ 2,056 Investments: US government agency bonds Certificates of deposit Corporate bonds Pre-refunded municipal bonds Mutual funds 0 11,782 0 0 1,971 13,502 0 7,155 5,162 0 0 0 0 0 0 13,502 11,782 7,155 5,162 1,971 0 5,360 0 0 0 6,291 0 7,269 17,200 0 0 0 0 0 0 6,291 5,360 7,269 17,200 0 Total $14,454 $25,819 $0 $40,273 $7,416 $30,760 $0 $38,176 Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at invoiced amount with standard net terms for most customers that range between 30 and 60 days. The Company extends credit to its customers based on an evaluation of a company’s 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 Company’s assessment of known delinquent accounts, historical experience, and other currently available evidence of the collectability and the aging of accounts receivable. The Company’s allowance for doubtful accounts was $0.1 million at December 31, 2014 and 2013. The provision for doubtful accounts is included in sales and marketing expense in the 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 December 31, 2014 and 2013 were composed of raw materials, sub-assemblies, finished goods and work-in-process. The Company had consigned inventory of $0.8 million and $1.1 million at December 31, 2014 and 2013, 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. Reserves for excess inventory are calculated based on our estimate of inventory in excess of normal and planned usage. Obsolete reserves are based on our identification of inventory where carrying value is above net realizable value. The allowance for inventory losses was $1.8 million and $1.9 million as of December 31, 2014 and 2013, respectively. Inventories consisted of the following: Raw materials Work in process Finished goods Inventories, net December 31, 2014 December 31, 2013 $10,160 915 5,283 $16,358 $ 9,241 716 4,578 $14,535 42 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 computers 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 consolidated statements of operations. Maintenance and repairs are expensed as incurred. Property and equipment consisted of the following: Building Computers and office equipment Manufacturing and test equipment Furniture and fixtures Leasehold improvements Motor vehicles Total property and equipment Less: Accumulated depreciation and amortization Land December 31, 2014 December 31, 2013 $ 6,229 10,435 11,880 1,214 909 117 30,784 (17,712) 1,770 $ 6,207 9,818 10,415 1,204 837 117 28,598 (15,397) 1,770 Property and equipment, net $ 14,842 $ 14,971 Depreciation and amortization expense was approximately $2.8 million, $2.7 million, and $2.4 million for the years ended December 31, 2014, 2013, and 2012, respectively. Amortization for capital leases is included in depreciation and amortization expense. See Note 8 for information related to capital leases. Liabilities Accrued liabilities consisted of the following: Inventory receipts Executive deferred compensation Payroll, bonuses, and other employee benefits Deferred revenues Paid time off Employee stock purchase plan Warranties Income and sales taxes Professional fees and contractors Real estate taxes Other Total 43 December 31, 2014 December 31, 2013 $ 2,471 2,043 1,539 1,262 1,247 314 304 266 223 181 361 $10,211 $1,489 0 3,267 199 1,154 292 305 159 584 160 194 $7,803 Long-term liabilities consisted of the following: Deferred rent Long-term obligations under capital leases Deferred revenues Reserve for uncertain tax positions Executive deferred compensation December 31, 2014 December 31, 2013 $258 135 55 0 0 $448 $ 278 0 86 865 1,908 $3,137 Revenue Recognition The Company sells antennas, site solutions, and scanning receiver products, and provides network engineering services. The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, price is fixed and determinable, and collectability is reasonably assured. The Company recognizes revenue for sales of its products when title transfers, which is predominantly upon shipment from its factory. For products shipped on consignment, the Company recognizes revenue upon delivery from the consignment location. The Company allows its major antenna product distributors to return product under specified terms and conditions and accrues for product returns. The Company recognizes revenue for its network engineering services under the completed performance method. Most services occur in one week or less, and revenue is generally recognized when the engineering reports are completed and issued to the customer. Research and Development Costs The Company expenses research and development costs as incurred. To date, the Company has expensed all software development costs related to research and development because the costs incurred subsequent to the products reaching technological feasibility were not significant. Advertising Costs Advertising costs are expensed in the period in which they are incurred. Advertising expense was $175, $166, and $150 in each of the fiscal years ended December 31, 2014, 2013, and 2012, respectively. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided against deferred tax assets, which are not likely to be realized. On a regular basis, management evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Deferred tax assets arise when the Company recognizes charges or expenses in the financial statements that will not be allowed as income tax deductions until future periods. The deferred tax assets also include unused tax net operating losses and tax credits that the Company is allowed to carry forward to future years. Accounting rules 44 permit the Company to carry the deferred tax assets on the balance sheet at full value as long as it is more likely than not the deductions, losses, or credits will be used in the future. A valuation allowance must be recorded against a deferred tax asset if this test cannot be met. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Sales and Value Added Taxes Taxes collected from customers and remitted to governmental authorities are presented on a net basis in cost of sales in the accompanying consolidated statements of operations. Shipping and handling costs Shipping and handling costs are included on a gross basis in cost of sales in the accompanying consolidated statements of operations. Goodwill The Company performs an annual impairment test of goodwill as of the end of the first month of the fiscal fourth quarter (October 31st), or at an interim date if an event occurs or if circumstances change that would indicate that an impairment loss may have been incurred. In performing the annual impairment test, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If the qualitative assessment is indicative of possible impairment, then a two-step quantitative fair value assessment is performed at the reporting unit level. In the first step, the fair value of each reporting unit is compared with its carrying value. If the fair value exceeds the carrying value, then goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. The implied fair value of goodwill is then compared against the carrying value of goodwill to determine the amount of impairment. The process of evaluating the potential impairment of goodwill is subjective because it requires the use of estimates and assumptions in determining a reporting unit’s fair value. The Company calculates the fair value of each reporting unit by using a blended analysis of the present value of future discounted cash flows and the market approach of valuation. The discounted cash flow method requires the Company to use estimates and judgments about the future cash flows of the reporting units. Although the Company bases cash flow forecasts on assumptions that are consistent with plans and estimates the Company uses to manage the underlying reporting units, there is significant judgment in determining the cash flows attributable to these reporting units, including markets and market share, sales volumes and mix, research and development expenses, tax rates, capital spending, discount rate and working capital changes. Cash flow forecasts are based on reporting unit operating plans for the early years and business projections in later years. The market approach is based on a comparison of the Company to comparable publicly traded firms in similar lines of business. This method requires the Company to use estimates and judgments when determining comparable companies. The Company assesses such factors as size, growth, profitability, risk and return on investment. The Company believes the accounting estimate related to the valuation of goodwill is a critical accounting estimate because it requires us to make assumptions that are highly uncertain about the future cash flows of the reporting units. Changes in these estimates can have a material impact on the Company’s financial statements. While the use of historical results and future projections can result in different valuations for a business, it is a generally accepted valuation practice to apply more than one valuation technique to establish a range of values for a business. Since each technique relies on different inputs and assumptions, it is unlikely that each technique 45 would yield the same results. However, it is expected that the different techniques would establish a reasonable range. In determining the fair value, the Company weighs the two methods equally because it believes both methods have an equal probability of providing an appropriate fair value. As of October 31, 2014 and 2013, respectively the Company performed a qualitative analysis of goodwill and concluded that there was no triggering event that would necessitate a two-step goodwill impairment test. The Company recognized goodwill of $12.5 million with the acquisition of assets from TelWorx in July 2012. Goodwill recorded in connection with this acquisition was primarily attributable to the synergies expected to arise after the Company’s acquisition of the business and the assembled workforce of the acquired business. During the fourth quarter 2012, the Company recorded goodwill impairment of this $12.5 million based on the results from the annual test of goodwill impairment. Specifically, the projected 2013 base revenue declined 17% from the projections utilized in the purchase accounting fair value of the TelWorx assets at the acquisition date. The projected revenue, anticipated margins, and future cash flows of the business were significantly lower at the annual goodwill test date than at the acquisition date. The Company considered this revenue decline at the annual goodwill test date to be an indicator of goodwill impairment requiring the performance of the two-step quantitative fair value assessment, which resulted in a net present value of future cash flows that did not support a goodwill carrying value for this reporting unit. Long-lived and Definite-Lived Intangible assets The Company reviews definite-lived intangible assets, investments and other long-lived assets for impairment when events or changes in circumstances indicate that their carrying values may not be fully recoverable. This analysis differs from the Company’s goodwill analysis in that a definite-lived intangible asset impairment is only deemed to have occurred if the sum of the forecasted undiscounted future cash flows related to the assets being evaluated is less than the carrying value of the assets. The estimate of long-term undiscounted cash flows includes long-term forecasts of revenue growth, gross margins, and operating expenses. All of these items require significant judgment and assumptions. An impairment loss may exist when the estimated undiscounted cash flows attributable to the assets are less than the carrying amount. The Company had no assets for continuing operations measured at fair value on a non-recurring basis at December 31, 2014 and 2013. The following table presents assets for continuing operations measured at fair value on a non-recurring basis at December 31, 2012: Intangible assets – RF Solutions Intangible assets – Connected Solutions Total Recent Accounting Pronouncements Level 1 Level 2 Level 3 Loss $0 $0 $0 $0 $0 $0 $161 0 $ $161 0 $ ($12,550) ($12,550) In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, which requires management to assess if there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim period. If conditions or events give rise to substantial doubt, disclosures are required. The new accounting standard is effective as of December 31, 2016, and the Company does not expect it to have an impact on its financial statement disclosures. In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 46 was issued to clarify that a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation - Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The adoption of ASU No. 2014- 12 is not expected to have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09 which introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements. In April 2014, the FASB issued ASU 2014-08, which includes amendments that change the requirements for reporting discontinued operations and require additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations - that is, a major effect on the organization’s operations and financial results should be presented as discontinued operations. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. Additionally, the ASU requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. This update is effective in the first quarter of 2015. The Company does not expect the new guidance to have a material impact on its consolidated financial statements. 2. Earnings (Loss) per Share The Company computes earnings per share data under two different disclosures, basic and diluted, for all periods in which statements of operations are presented. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding, less shares subject to repurchase. Diluted earnings (loss) per share are computed by dividing net income by the weighted average number of common stock and common stock equivalents outstanding. Common stock equivalents consist of stock options using the treasury stock method. Common stock options are excluded from the computation of diluted earnings per share if their effect is anti-dilutive. 47 The following table provides a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share: Years Ended December 31, 2013 2012 2014 Basic Earnings (Loss) Per Share computation: Numerator: Net income (loss) from continuing operations Net loss from discontinued operations Net income (loss) Denominator: $ 4,612 $ 0 $ 4,612 $ 3,342 ($ 91) $ 3,251 ($ 6,672) ($ 2,587) ($ 9,259) Common shares outstanding 18,159 17,797 17,402 Earnings per common share – basic Net income (loss) from continuing operations Net loss from discontinued operations Net income (loss) $ $ $ 0.25 0.00 0.25 $ ($ $ 0.19 0.01) 0.18 ($ ($ ($ 0.38) 0.15) 0.53) Diluted Earnings (Loss) Per Share computation: Denominator: Common shares outstanding Restricted shares subject to vesting Performance shares subject to vesting Common stock option grants Total shares Earnings per common share – diluted 18,159 139 80 11 18,389 17,797 232 97 58 18,184 17,402 * * * 17,402 Net income (loss) from continuing operations Net loss from discontinued operations Net income (loss) $ $ $ 0.25 0.00 0.25 $ $ $ 0.18 0.00 0.18 ($ ($ ($ 0.38) 0.15) 0.53) * As denoted by “*” in the table above, weighted average common stock option grants and restricted shares of 439,000 were excluded from the calculations of diluted net loss per share for the year ended December 31, 2012, since their effects are anti-dilutive. 3. PCTEL Secure – discontinued operations PCTEL Secure designed Android-based, secure communication products. The Company learned through its marketing efforts for PCTEL Secure’s baseline product that its distribution channels had limited access to the target software markets, primarily U.S. government agencies. In January 2013 the Company engaged Wunderlich Securities, Inc. to evaluate strategic alternatives for PCTEL Secure, including a further search for a distribution entity that could take its baseline product to market. On April 30, 2013, the Company divested all material assets associated with PCTEL Secure’s ProsettaCore™ technology to Redwall Technologies, LLC (“Redwall”), a development organization that specializes in mobile security, military and defense projects and systems, and critical national infrastructure. Under the terms of the agreement, Redwall acquired the server and device software (the “Software”), the underlying intellectual property, and complete development responsibility for the related products. At the closing of the divestiture, the Company received no upfront cash payment, but the Company has the right to receive a royalty of 7% of the net sale price of each future sale or license of the Software and each provision of services related to the Software, if any. Under the agreement, royalties are capped at $10 million in the aggregate. 48 The consolidated financial statements separately reflect the PCTEL Secure operations as discontinued operations for all periods presented. Summary results of operations for the discontinued operations included in the condensed consolidated statements of operations are as follows: Operating loss Other income, net Net loss attributable to noncontrolling interests Adjustments to redemption value of noncontrolling interests Loss from discontinued operations, before income taxes Benefit for income tax Loss from discontinued operations, net of tax Loss from discontinued operations per common share: Basic Diluted Weighted average shares: Basic Diluted 4. Acquisitions Year Ended December 31, 2013 2012 ($ ($ ($ $ 191) 0 0 0 (191) (100) ($ 3,828) 41 687 (647) (3,747) (1,160) 91) ($ 2,587) 0.01) 0.00 ($ ($ 0.15) 0.15) 17,797 18,184 17,402 17,402 Business combinations are accounted for using the acquisition method of accounting. In general the acquisition method requires acquisition-date fair value measurement of identifiable assets acquired, liabilities assumed, and non-controlling interests in the acquiree. The measurement requirements result in the recognition of the full amount of acquisition-date goodwill, which includes amounts attributable to non-controlling interests. Neither the direct costs incurred to effect a business combination nor the costs the acquirer expects to incur under a plan to restructure an acquired business may be included as part of the business combination accounting. As a result, those costs are charged to expense when incurred, except for debt or equity issuance costs, which are accounted for in accordance with other generally accepted accounting principles. Acquisition of TelWorx Communications LLC The Company, through its wholly-owned subsidiary PCTelWorx, Inc. (“PCTelWorx”), completed the acquisition of substantially all of the assets and the assumption of certain specified liabilities of TelWorx Communications LLC, TelWorx U.K. Limited, TowerWorx LLC and TowerWorx International, Inc. (collectively, “TelWorx”), pursuant to an Asset Purchase Agreement dated as of July 9, 2012, among the Company, PCTelWorx, TelWorx and Tim and Brenda Scronce, the principal owners of TelWorx. PCTelWorx was merged with PCTEL, Inc. effective June 30, 2014. The fair value purchase price for TelWorx was $16.1 million, consisting of $16.0 million in cash paid at closing, $1.1 million of contingent consideration related to an indemnity holdback escrow and potential earn-out at fair value, net of $1.0 million cash recovered from Tim and Brenda Scronce in March 2013 pursuant to the working capital adjustment provisions of the Asset Purchase Agreement and the legal settlement described below. Following the closing of the acquisition, the Company’s management became aware of accounting irregularities with respect to the TelWorx financial statements, in part through an internal review conducted in connection with the calculation of post-closing purchase price adjustments and in part due to an anonymous tip received after the internal review began. With the oversight of the Audit Committee, management expanded its review into an internal investigation regarding these financial irregularities and outside counsel was retained to assist in the investigation. The Company’s outside counsel then retained a Big Four accounting firm to perform an 49 independent forensic accounting investigation under counsel’s direction. The accounting irregularities in the TelWorx financial statements identified as a result of this investigation are believed to have been directed and/or permitted by management of TelWorx, principally Tim Scronce and those acting at his direction. The Company determined the amount of the corrections and the period in which they occurred through the forensic audit performed, which included tracing sales transactions to customer commitments and proof of delivery documents as well as reviewing the cost of sales records and aging of inventory at the acquisition date. The Company was authorized by the Board of Directors to seek restitution from the Telworx Parties and two other parties utilized by them in the acquisition. On March 27, 2013, the Company and the TelWorx Parties entered into a legal settlement over claims by the Company relating to the value of the acquisition and the accounting issues summarized above. The settlement had an aggregate fair value of $5.4 million, consisting of $4.3 million cash received, $0.6 million for the contingent consideration forfeited, and $0.5 million for the holdback escrow balance released. On September 30, 2014, the Company entered into a legal settlement with one of the other parties used by the TelWorx Parties in the acquisition for $0.1 million in cash. On October 10, 2014, the Company settled with the remaining other party for $0.8 million in cash. Both payments were received in October 2014. The following is the allocation of the purchase price for the assets acquired from TelWorx at the date of the acquisition. Tangible assets: Accounts receivable Inventory Prepaid expenses Fixed assets Total tangible assets Intangible assets: Goodwill Trade names Technology Customer relationships Backlog Non-compete Total intangible assets Total assets Capital leases Accounts payable Accrued liabilities Total liabilities Net assets acquired Estimated Fair Value July 9, 2012 as reported at September 30, 2012 Provisional Adjustments Subsequent to September 30, 2012 Estimated Fair Value July 9, 2012 $ 1,575 1,843 9 248 3,675 9,491 1,527 458 2,898 91 262 14,727 18,402 57 1,113 85 1,255 ($ 205) (465) 0 0 (670) 3,059 (268) 12 (2,781) (58) (248) (284) (954) (20) 100 33 113 $ 1,370 1,378 9 248 3,005 12,550 1,259 470 117 33 14 14,443 17,448 37 1,213 118 1,368 $17,147 ($ 1,067) $16,080 During the quarter ended December 31, 2012, the Company observed that the orders in the 2013 sales projections used in the purchase accounting allocation for TelWorx were not converting to sales backlog at a pace that would support the projected 2013 base revenue used in the purchase accounting fair value of the TelWorx business at the acquisition date. Due to the Company’s short order to shipment cycles, such a variance would not become 50 apparent until 60-90 days before 2013 began. Additionally, at the date of the acquisition, the Company was not seeing funnel conversion variances in its antenna and site solutions products that operate in similar markets and therefore, did not suspect that the site solution products would experience a dissimilar path. Specifically, 2013 base revenue and gross profit used in the Company’s purchase accounting was $18.5 million and $3.2 million (18% of revenue), respectively. At October 31, 2012, based on the Company’s historical order to ship cycle and historical rate of sales funnel conversion to actual sales (50%), there should have been approximately $1.0 million of Q1 2013 deliverable order backlog and a sales funnel of Q1 deliverable sales orders being tracked totaling at least $7.5 million. At October 31, 2012, the backlog was half the target, the sales funnel was 17% below the target, and the gross profit margin on the backlog and funnel was at 16% instead of 18%. All of these were indicators that the business was deteriorating from the projections used at the acquisition date for the purchase accounting. The Company reevaluated the projections and determined that they supported 2013 revenue of $15.0 million, at 16% margin, which was used in the goodwill test calculations, and adopted by the Board of Directors as TelWorx’ contribution to the 2013 Company financial plan. Management concluded the decline in projected revenue and gross margin levels were of a long-term nature. The decline was across a broad range of customers and products. Additionally, the decline in revenue was sufficiently large to not be recoverable in the short term based on historical revenue growth rates for the markets in which the Company’s antenna and site solutions products are sold. The Company considered this significant revenue decline at the annual goodwill test date to be an indicator of goodwill impairment requiring the performance of the two-step quantitative fair value assessment, which resulted in a net present value of future cash flows that did not support a goodwill carrying value for this reporting unit. It is not as a result of the accounting irregularities previously discussed. The following unaudited pro forma financial information gives effect to the acquisition of the TelWorx business as if the acquisition had taken place on January 1, 2012. The pro forma financial information for TelWorx was derived from the unaudited historical accounting records of TelWorx. REVENUES LOSS BEFORE INCOME TAXES 2012 $ 96,171 ($14,919) The Company made pro forma adjustments to the historical TelWorx revenue and earnings before income taxes that reduced revenue by $0.4 million and total combined earnings by $0.5 million for the six months ended June 30, 2012. The adjustments were made to apply a correction to the misstatements to revenue and profit before tax contained in the historical pre-acquisition TelWorx financial statements that were discovered in the course of the Company’s internal investigation by the forensic auditors. The forensic auditing procedures that identified the misstatements included the tracing of all significant sales transactions from the TelWorx operation back to customer commitment and proof of delivery documentation. The forensic audit dollar coverage obtained is approximately 50% of the operations’ revenue. Additionally there is also an adjustment to the costs associated with excess and obsolete inventory not used for a year or more at the acquisition date to the appropriate pre- acquisition period, consistent with the policy used by the Company after the acquisition. The forensic accounting procedures included the tracing of all significant inventory items at the date of the acquisition back to historical costing and usage records. The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2012. 5. Goodwill and Other Intangible Assets Goodwill There have been no changes to goodwill from January 1, 2013 through December 31, 2014. The goodwill of $161 at December 31, 2014 and 2013 relates to the RF Solutions segment. 51 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. Amortization expense was approximately $2.0 million, $2.4 million, and $2.4 million for the years ended December 31, 2014, 2013, and 2012, respectively. The summary of other intangible assets, net is as follows: Customer contracts and relationships Patents and technology Trademarks and trade names Other December 31, 2014 Cost $17,381 6,781 3,988 1,998 Accumulated Amortization Net Book Value $15,933 6,507 3,152 1,919 $1,448 274 836 79 Cost $17,381 6,781 3,988 1,998 December 31, 2013 Accumulated Amortization Net Book Value $14,386 6,419 2,864 1,875 $2,995 362 1,124 123 $4,604 $30,148 $27,511 $2,637 $30,148 $25,544 The decrease of $2.0 million in the net book value for intangible assets consists of amortization expense of $2.0 million recorded for the year ended December 31, 2014. The assigned lives and weighted average amortization periods by intangible asset category is summarized below: Intangible Assets Customer contracts and relationships Patents and technology Trademarks and trade names Other Assigned Life 4 to 6 years 1 to 6 years 3 to 8 years 1 to 6 years The Company’s scheduled amortization expense over the next four years is as follows: Fiscal Year 2015 2016 2017 2018 Weighted Average Amortization Period 5.1 5.2 7.4 5.6 Amount $1,737 $ 468 $ 288 $ 144 There is no intangible amortization in 2019 and thereafter. 6. Restructuring The Company incurred restructuring expenses of $256 and $157 for the years ended December 31, 2013 and 2012, respectively. There was no restructuring liability at December 31, 2014 or December 31, 2013. 2013 Restructuring During the second and third quarters of 2013, the Company integrated the TelWorx business with its Bloomingdale, IL operations. The Company moved kitting operations and order fulfillment to its Bloomingdale, Illinois facility from the Lexington, North Carolina facility. As part of the integration, the Company separated 18 PCTelWorx employees between March and September 2013. The Company recorded $0.3 million as restructuring expense during the year ended December 31, 2013, consisting of employee-related costs and asset disposals. In October 2013, the Company moved to a smaller Lexington office facility for its sales and procurement functions. 52 2012 Restructuring The 2012 restructuring expense relates to reduction in headcount in the Company’s Bloomingdale facility. During 2012, the Company eliminated 12 positions in the Bloomingdale manufacturing organization. The restructuring expense of $0.2 million consisted of severance and payroll-related benefits. The Company paid $0.2 million for severance and payroll benefits during the year ended December 31, 2012. The following tables summarize the Company’s restructuring accrual activity: Balance at December 31, 2012 Restructuring charges Payments/Charges Balance at December 31, 2013 7. Income Taxes Severance Asset Disposals $ 1 190 (191) $ 0 $ 0 66 (66) $ 0 Total $ 1 256 (257) $ 0 The Company recorded income tax expense of $1.2 million and $2.3 million for the years ended December 31, 2014 and December 31, 2013 respectively, and an income tax benefit of $4.1 million for the year ended December 31, 2012. The 2014 effective tax rate differed from the statutory Federal rate of 34% primarily because of reversals of liabilities for uncertain tax positions related to research credits and foreign withholding taxes. The 2013 effective tax rate differed from the statutory Federal rate of 34% primarily because of state taxes and a change in the effective state rate for deferred tax assets. The 2012 effective tax rate differed from the statutory Federal rate of 34% primarily because of state taxes. During 2014, the Company recorded $0.2 million to additional paid in capital related to excess tax benefits for stock-based compensation. During 2012 the Company wrote off $43 of deferred tax assets to additional paid in capital related to vested stock options that were forfeited. In 2013, the Company recorded a tax gain of $0.7 million related to the sale of PCTEL Secure. The income tax gain was based on the fair market value of the intangible assets sold minus the tax basis of the intangible assets. A reconciliation of the expense (benefit) for income taxes at the federal statutory rate compared to the expense (benefit) at the effective tax rate is as follows: Years Ended December 31 2014 2013 2012 34% 34% 5% 4% 1% 1% 4% 0% 0% -1% -4% -3% 1% 0% 0% -15% 20% 41% 34% 5% -1% 0% 0% 0% 0% 0% 38% Statutory federal income tax rate State income tax, net of federal benefit Tax effect of permanent differences Effective state rate change to deferred tax assets Foreign income taxed at different rates Research and development credits Return to provision adjustments Release of FIN 48 liability 53 The domestic and foreign components of the continuing income (loss) before expense (benefit) for income taxes were as follows: Domestic Foreign Years Ended December 31, 2014 2013 2012 $4,882 888 $5,413 261 ($11,128) 367 $5,770 $5,674 ($10,761) The expense (benefit) for income taxes of continuing operations consisted of the following: Current: Federal State Foreign Deferred: Federal State Foreign Total Years Ended December 31, 2014 2013 2012 $ ($ 716) 60 148 23 56 88 (508) 167 $ 17 16 142 175 1,521 164 (19) 1,666 1,696 481 (12) 2,165 (3,630) (591) (43) (4,264) $ 1,158 $2,332 ($ 4,089) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The net deferred tax accounts consist of the following: Deferred Tax Assets: Amortization Stock compensation Federal, foreign, and state credits Inventory reserves Deferred compensation Accrued vacation Net operating loss carryforwards Other Gross deferred tax assets Valuation allowance Net deferred tax asset Deferred Tax liabilities: Depreciation Net Deferred Tax Assets 54 December 31, 2014 2013 8,692 1,798 1,117 971 755 446 216 258 9,213 1,685 977 1,018 706 417 1,230 311 14,253 (633) 15,557 (640) 13,620 14,917 (1,629) (1,461) $11,991 $13,456 The classification of deferred tax amounts on the balance sheet is as follows: Current: Deferred tax assets Deferred tax liabilities Current deferred tax assets Non-current: Deferred tax assets Deferred tax liabilities Non-current deferred tax assets, net Net Deferred Tax Assets December 31, 2014 2013 $ 2,281 0 $ 1,629 0 2,281 1,629 11,339 (1,629) 13,288 (1,461) 9,710 11,827 $11,991 $13,456 Deferred Tax Valuation Allowance At December 31, 2014, the Company had $12.0 million of net deferred tax assets, including domestic net deferred tax assets of $11.8 million and foreign net deferred tax assets of $0.2 million. The Company had a valuation allowance of $0.6 million at December 31, 2014. At December 31, 2013, the Company had $13.5 million of net deferred tax assets, including domestic net deferred tax assets of $13.3 million and foreign net deferred tax assets of $0.2 million. The Company had a valuation allowance of $0.6 million at December 31, 2013. The net deferred tax assets at December 31, 2014 and 2013, respectively, are primarily related to intangible assets acquired under purchase accounting which are amortized for tax purposes over 15 years, but for shorter periods under generally accepted accounting principles. The valuation allowance at December 31, 2014 and 2013, respectively, relates to credits and state operating losses that the Company does not expect to realize because they correspond to tax jurisdictions where the Company no longer has significant operations. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company has incurred a cumulative profit exclusive of reversing temporary differences over the three years ended December 31, 2014 of $0.7 million. That period contains $(10.5) million of net losses in the form of goodwill and intangible asset impairments, ERP implementation costs, legal expenses, and other income, that the Company believes are discrete to the period and will not be incurred on a recurring basis going forward. The Company’s domestic deferred tax assets have a ratable reversal pattern over 15 years. The carry forward 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. The combination of the deferred tax asset reversal pattern and carry forward period yields a 26.0 year average period over which future income can be utilized to realize the deferred tax assets. The future domestic income required to realize the $11.2 million of net deferred U.S. tax assets over that period is $32.0 million. The result is that $1.2 million a year on average ($32.0. million/26.0 years) of income is required over the next 26.0 years to realize the net deferred tax assets. In the Company’s judgment, an average of $1.2 million per year of income over an extended 26.0 year period represents a threshold that is unlikely to require extraordinary or unusual one-time events or actions on the Company’s part to meet. The Company’s estimate of future income over the recovery 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 (i) a 26.0 year future recovery period, (ii) a modest average future annual income requirement of $1.2 million is unlikely to require extraordinary or unusual one-time events or actions on the Company’s part to meet, 55 and (iii) its estimate of future income, outweigh the negative evidence of a cumulative taxable loss from operations exclusive of reversing temporary differences over the last three years. 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. Accounting for Uncertainty for Income Taxes A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Beginning of period Addition related to tax positions in current year Reversals End of period December 31, 2014 2013 $1,539 47 (779) $1,480 59 0 $ 807 $1,539 Included in the balance of total unrecognized tax benefits at December 31, 2014, are potential benefits of $0.8 million that, if recognized, would affect the effective rate on income before taxes. During 2014, the Company recognized tax benefits of $0.8 million related to the reversal of liabilities related to tax positions for research credits and foreign withholding taxes. The Company is unaware of any positions for which it is reasonably possible that the unrecognized tax benefits will significantly increase or decrease within the next twelve months. The Company recognizes all interest and penalties, including those relating to unrecognized tax benefits as income tax expense. The Company’s income tax expense related to interest includes $0, $22, and $16 for the years ended December 31, 2014, 2013, and 2012, respectively for unrecognized tax benefits. At December 31, 2014 and 2013, respectively, the Company had interest payable of $0 and $86 related to unrecognized tax benefits. Audits The Company and its subsidiaries file income tax returns in the U.S. and various foreign jurisdictions. The Company’s U.S. federal tax returns remain subject to examination for 2011 and subsequent periods. The Company’s state tax returns remain subject to examination for 2011 and subsequent periods. The Company’s foreign tax returns remain subject to examination for 2008 and subsequent periods. Summary of Carryforwards At December 31, 2014, the Company has a federal net operating loss carryforward of $1.6 million that expires in 2032 and 2033, state net operating loss carryforwards of $4.1 million that expire between 2024 and 2033. The Company’s federal net operating loss of $1.6 million is all related to stock-based compensation tax deductions in excess of book compensation expense (APIC NOLs) that will be credited to additional paid in capital when such deductions reduce taxes payable as determined on a “with-and-without” basis. The Company’s state net operating losses consist of tax deductible expenses in addition to excess tax benefits for stock-based compensation. Additionally, the Company has $1.5 million of state research credits with no expiration. Investment in Foreign Operations The Company has not provided deferred U.S. income taxes and foreign withholding taxes on approximately $2.0 million of undistributed cumulative earnings of foreign subsidiaries because the Company considers such earnings to be permanently reinvested in those operations. Upon repatriation of these earnings, the Company would be subject to U.S. income tax, net of available foreign tax credits. The Company does not believe that the net tax effect of repatriation of foreign earnings is significant. 56 Tangible Property Regulations On September 13, 2013, the U. S. Treasury Department and the IRS issued final regulations providing comprehensive guidance on the tax treatment of costs incurred to acquire, repair or improve tangible property. The final regulations are generally effective for taxable years beginning on or after January 1, 2014. On January 24, 2014, the IRS issued procedural guidance pursuant to which taxpayers will be granted automatic consent to change their tax accounting methods to comply with the final regulations. These regulations did not have a material impact on the Company’s financial condition, results of operations or cash flows. 8. Commitments and Contingencies Operating Leases The Company has operating leases for facilities through 2020 and office equipment through 2019. The future minimum rental payments under these leases at December 31, 2014, are as follows: Year 2015 2016 2017 2018 2019 Thereafter Future minimum lease payments Amount $ 989 845 690 662 545 83 $3,814 The rent expense under leases was approximately $0.9 million, $1.0 million, and $0.9 million for the years ended December 31, 2014, 2013, and 2012, respectively. Capital Leases The Company has capital leases for office and manufacturing equipment. As of December 31, 2014, the equipment had cost, accumulated depreciation, and a net book value as follows: Cost Accumulated Depreciation Net Book Value There were no capital leases in 2013. Amount $189 (16) $173 The following table presents future minimum lease payments under capital leases together with the present value of the net minimum lease payments due in each year: Year 2015 2016 2017 2018 2019 Total minimum payments required: Less amount representing interest: Present value of net minimum lease payments: 57 Amount $ 44 44 44 34 23 189 16 $173 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 Company’s allowance for sales returns was $0.1 million at December 31, 2014, and $0.2 million at December 31, 2013, respectively, and is included within accounts receivable on the consolidated balance sheet. The Company offers repair and replacement warranties of primarily two years for antenna products and three years for scanning receivers. The Company’s warranty reserve is based on historical sales and costs of repair and replacement trends. The warranty reserve was $0.3 million at December 31, 2014 and 2013, respectively, and is included in other accrued liabilities in the accompanying consolidated balance sheets. Beginning balance Provisions for warranties Consumption of reserves Ending balance Legal Proceedings Settlement with TelWorx Parties Year Ended December 31, 2014 $ 305 124 (125) $ 304 2013 $ 270 192 (157) $ 305 On March 27, 2013, the Company, its wholly owned subsidiary PCTelWorx, Inc. (“PCTelWorx”), and the TelWorx Parties (as defined below) entered into an Amendment (the “Amendment”) to the Asset Purchase Agreement dated July 9, 2012 (the “Original Agreement), among the Company, PCTelWorx, Ciao Enterprises, LLC f/k/a TelWorx Communications, LLC and certain of its affiliated entities (collectively, the “TelWorx Entities”) and Tim and Brenda Scronce (“Sellers” and collectively with the TelWorx Entities, the “TelWorx Parties”), as part of a settlement arrangement relative to PCTelWorx’ s acquisition of substantially all of the assets and the assumption of certain specified liabilities of the TelWorx Entities on July 9, 2012 (the “Acquisition”). As disclosed in the Company’s Form 8-K/A filed with the Securities and Exchange Commission (the “Commission”) on March 13, 2013, after completion of the Acquisition, the Company became aware of certain accounting irregularities with respect to the TelWorx Entities and the Company’s Board of Directors directed management to conduct an internal investigation. Based on the results of the Company’s investigation, the Company’s Board of Directors directed management to seek restitution from the TelWorx Parties, and after protracted negotiations and concurrent litigation, the parties entered into the Amendment and related settlement agreements to resolve their dispute. The following is a summary of the material terms of the Amendment: • • • • the TelWorx Parties paid the Company a cash payment of $4.3 million, which included $1.0 million pursuant to the working capital adjustment provisions of the Original Agreement; the TelWorx Parties forfeited all $1.5 million of the potential contingent consideration earnable under the Original Agreement, which had a fair value of $0.6 million, and which, if earned, would have been payable in the form of common stock of the Company; the TelWorx Parties forfeited the $0.5 million holdback escrow under the Original Agreement; the parties agreed to the elimination of all indemnification obligations provided for under the Original Agreement; 58 • • the Company, PCTelWorx and the Sellers each agreed to execute mutual releases of all claims arising in connection with the dispute; and PCTelWorx acquired an option to terminate the facility lease in Lexington, North Carolina with Scronce Real Estate, LLC (which is controlled by Sellers) upon 180 days written notice. The settlement had an aggregate fair value of $5.4 million, consisting of $4.3 million cash received, $0.6 million for the contingent consideration forfeited, and $0.5 million for the holdback escrow balance released. Approximately $1.0 million of the cash received was pursuant to the working capital adjustment provisions of the Original Agreement. The remaining $4.3 million settlement amount, consisting of $3.2 million cash and the release of the $0.6 million contingent consideration fair value and the $0.5 million release of the holdback escrow, was recorded as income in the quarter ended March 31, 2013, consistent with accounting for legal settlements. As part of the Acquisition, PCTelWorx executed a five-year lease with Scronce Real Estate, LLC for the continued use of an operating facility and offices in Lexington, North Carolina, which provided for annual rental payments of approximately $0.2 million. In May 2013, the Company gave notice of its election to exercise its option to terminate the Lexington facility lease, with termination effective October 31, 2013. Settlement with Other Parties on the TelWorx Acquisition The Company also engaged in efforts to seek further restitution from two other parties used by the TelWorx Parties for professional services in their sale of the business to PCTEL. On September 30, 2014, the Company settled in cash with one party for $0.1 million and on October 10, 2014, the Company settled with the other party in cash for $0.8 million. The Company recorded the settlements as income in the quarters ended September 30, 2014 and December 31, 2014, respectively. 9. Shareholders’ Equity Common Stock The activity related to common shares outstanding for the years ended December 31st is as follows: Beginning of year Issuance of common stock on exercise of stock options net of stock swaps Issuance of restricted common stock and performance shares, net of cancellations Issuance of common stock from purchase of Employee Stock Purchase Plan shares Cancellation of stock for withholding tax for vested shares Common stock buyback End of Year Preferred Stock 2014 2013 2012 18,566 58 183 101 (121) (216) 18,515 91 49 113 (142) (60) 18,219 5 348 104 (161) 0 18,571 18,566 18,515 The Company is authorized to issue up to 5,000,000 shares of preferred stock in one or more series, each with a par value of $0.001 per share. As of December 31, 2014 and 2013, no shares of preferred stock were issued or outstanding. 59 10. Stock-Based Compensation Stock Plans Common Stock Reserved for Future Issuance At December 31, 2014, the Company had 3,674,726 shares of common stock that could potentially be issued under various stock-based compensation plans described in this footnote. A summary of the reserved shares of common stock for future issuance are as follows: 1997 Stock Plan 2001 Stock Plan Employee Stock Purchase Plan Total shares reserved December 31, 2014 2013 2,835,151 68,810 770,765 3,283,103 68,810 121,373 3,674,726 3,473,286 These amounts include the shares available for grant and the options outstanding. 1997 Stock Plan The Board of Directors may grant to employees, directors and consultants restricted stock, options to purchase common stock, or stock purchase rights at terms and prices determined by the Board under the 1997 Stock Plan which expires in 2016. Under the 1997 Stock Plan, each restricted share award consumes 1.78 of shares available and each stock option award consumes 1.0 share available. As of December 31, 2014, options to acquire 1,289,118 shares were outstanding and a total of 1,546,033 shares remain available for future grants. 2001 Non-Statutory Stock Option Plan Options granted under the 2001 Plan are exercisable at any time within ten years from the date of grant or within ninety days of termination of employment. In June 2010 the stockholders approved certain changes to the 1997 Stock Plan that included the following: (i) there would be no additional grants from the 2001 Stock Plan; and (ii) any shares returned (or that would have otherwise returned) to the 2001 Plan would be added to the shares of common stock authorized for issuance under the 1997 Stock Plan. The 2001 Plan terminated in August 2011, and options to acquire 68,810 shares were outstanding at December 31, 2014. Employee Stock Purchase Plan Under the Company’s Employee Stock Purchase Plan (“ESPP”), eligible employees can 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. In June 2014, the Company’s shareholders approved an amended and restated ESPP. Under the restated ESPP, the number of shares authorized for issuance was increased by 750,000 and the expiration date of the ESPP was modified from March 2017 to the date that all shares authorized have been granted. As of December 31, 2014, the Company had 770,765 shares remaining that can be issued under the Purchase Plan. Stock-Based Compensation Expense The consolidated statements of operations include $3.3 million, $3.4 million, and $3.0 million of stock compensation expense for the years ended December 31, 2014, 2013, and 2012, respectively. Stock compensation expense for the year ended December 31, 2014, consisted of $1.5 million for service-based restricted stock and restricted stock unit awards, $1.2 million for stock option and stock purchase plan expenses, and $0.6 million for performance-based stock awards. Stock compensation expense for the year ended December 31, 2013, consisted of $2.3 million for service-based restricted stock and restricted stock unit awards, $0.9 million for stock option and stock purchase plan expenses, and $0.2 million for performance-based stock 60 awards. Stock compensation expense for the year ended December 31, 2012, consisted of $2.7 million for restricted stock and restricted stock unit awards, and $0.3 million for stock option and stock purchase plan expenses. The Company did not capitalize any stock compensation expense during the years ended December 31, 2014, 2013, and 2012. The stock-based compensation expense by type is as follows: Service-based awards Stock option and employee purchase plans Performance-based shares and stock options Years Ended December 31, 2014 2013 2012 $1,468 1,192 616 $2,332 883 226 $2,732 260 0 $3,276 $3,441 $2,992 The stock-based compensation is reflected in the consolidated statements of operations as follows: Cost of revenues Research and development Sales and marketing General and administrative Total continuing operations Discontinued operations Total Years Ended December 31, 2014 2013 2012 $ 426 659 661 1,530 3,276 0 $ 390 689 575 1,786 3,440 1 $ 378 585 544 1,479 2,986 6 $3,276 $3,441 $2,992 Restricted Stock – Serviced Based The Company grants restricted shares as employee incentives. When service-based restricted stock is granted to employees, the Company records deferred stock compensation within additional paid in capital, representing the fair value of the common stock on the date the restricted shares are granted. The Company records stock compensation expense on a straight-line basis over the vesting period of the applicable service-based restricted shares. These grants vest over various periods, but typically vest over four years. During the years ended December 31, 2014 and December 31, 2012, the Company awarded annual service-based restricted stock to eligible employees. The following table summarizes service-based restricted stock activity for the years ended December 31st: Unvested Restricted Stock Awards – beginning of year Shares awarded Performance share units converted to restricted stock awards Shares vested Shares cancelled Unvested Restricted Stock Awards – end of 2014 2013 2012 Weighted Average Fair Value Shares Weighted Average Fair Value Shares Shares Weighted Average Fair Value 543,021 182,407 $6.59 8.19 940,685 23,982 $6.24 8.26 1,122,296 229,950 $5.90 7.04 0 (378,417) (3,175) 0.00 6.60 8.28 0 (401,713) (19,933) 0.00 5.87 6.68 139,150 (474,705) (76,006) 6.47 5.88 6.25 year 343,836 $7.41 543,021 $6.59 940,685 $6.24 61 The intrinsic values of services-based restricted shares that vested during the years ended December 31, 2014, 2013, and 2012 was $3.2 million, $3.0 million, and $3.6 million, respectively. As of December 31, 2014, the unrecognized compensation expense related to the unvested portion of the Company’s restricted stock was approximately $1.3 million, net of estimated forfeitures to be recognized through 2018 over a weighted average period of 1.8 years. Restricted Stock Units – Service Based The Company grants restricted stock units as employee incentives. Restricted stock units are primarily granted to foreign employees for long-term incentive purposes. Employee restricted stock units are service-based awards and are amortized over the vesting period. At the vesting date, these units are converted to shares of common stock. The Company records expense on a straight-line basis for restricted stock units. The following summarizes the service-based restricted stock unit activity during the year ended December 31st: Unvested Restricted Stock Units Beginning of Year Units awarded Units vested/Shares awarded Units cancelled End of Year 2014 Weighted Average Fair Value $6.70 8.77 6.56 0.00 $7.47 Shares 6,325 1,500 (3,225) 0 4,600 Shares 11,925 0 (4,475) (1,125) 6,325 2013 Weighted Average Fair Value $6.61 0.00 6.46 6.77 $6.70 2012 Weighted Average Fair Value $6.28 7.04 6.24 0.00 $6.61 Shares 10,150 5,000 (3,225) 0 11,925 The intrinsic values of service-based restricted stock units that vested during the years ended December 31, 2014, 2013, and 2012 were $27, $34, and $24, respectively. The Company recorded stock compensation expense of $21, $25, and $27 for restricted stock units in the years ended December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014, the unrecognized compensation expense related to the unvested portion of the Company’s restricted stock units was $17, net of estimated forfeitures to be recognized through 2018 over a weighted average period of 1.6 years Stock Options The Company grants stock options to purchase common stock as long-term incentives. The Company issues stock options with exercise prices no less than the fair value of the Company’s stock on the grant date. Employee options contain installment vesting typically over a period of four years. 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. Prior to July 2010, the Company primarily granted stock options with a ten-year life. Beginning with options granted in July 2010, the Company grants stock options with a seven-year life. During 2013, the Company issued its annual long-term incentive awards in the form of stock options, and during the years ended December 31, 2014, 2013, and 2012, the Company awarded stock options to eligible new employees for incentive purposes. 62 A summary of the Company’s stock option activity for the years ended December 31st is as follows: Beginning of Year Options granted Options granted from stock option rights Options exercised Options forfeited Options cancelled/expired End of Year Exercisable 2014 2013 2012 Options Outstanding 1,461,559 25,800 207,236 (74,463) (10,144) (252,060) Weighted Average Exercise Price $ 8.40 8.19 7.16 7.46 7.98 10.86 Options Outstanding 1,099,106 698,050 0 (164,079) (40,783) (130,735) 1,357,928 $ 7.81 1,461,559 Weighted Average Exercise Price $9.06 7.23 0.00 7.84 6.86 8.85 $8.40 Options Outstanding 1,411,581 76,300 0 (5,000) (25,992) (357,783) 1,099,106 Weighted Average Exercise Price $9.02 6.39 0.00 6.58 6.30 8.57 $9.06 643,810 $ 8.46 759,284 $9.51 1,037,420 $9.22 During the year ended December 31, 2014, the Company received proceeds of $0.6 million from the exercise of 74,463 options. The intrinsic value of these options exercised was $72. During the year ended December 31, 2013, the Company received proceeds of $1.3 million from the exercise of 164,079 options. The intrinsic value of these options exercised was $252. During the year ended December 31, 2012, the Company received proceeds of $33 from the exercise of 5,000 options. The intrinsic value of these options exercised was $4. The range of exercise prices for options outstanding and exercisable at December 31, 2014, was $5.50 to $11.00. The following table summarizes information about stock options outstanding under all stock option plans: Range of Exercise Prices Number Outstanding $5.50 — 6.01 — 6.51 — 7.01 — 7.51 — 8.01 — 8.51 — 9.01 — 9.51 — 10.01 — $5.50 — $ 6.00 6.50 7.00 7.50 8.00 8.50 9.00 9.50 10.00 11.00 $11.00 3,525 17,672 39,272 840,279 30,300 35,745 40,750 288,835 20,650 40,900 1,357,928 Options Outstanding Weighted Average Contractual Life (Years) Options Exercisable Weighted- Average Exercise Price Number Exercisable Weighted Average Exercise Price 4.79 4.23 3.47 5.26 4.92 2.74 2.00 1.35 3.40 1.46 4.05 $ 5.66 6.23 6.85 7.17 7.81 8.42 8.74 9.16 9.64 10.64 $ 7.81 3,101 10,941 33,908 178,347 9,403 27,269 33,530 287,210 19,201 40,900 643,810 $ 5.62 6.23 6.86 7.18 7.83 8.46 8.74 9.16 9.64 10.64 $ 8.46 The weighted average contractual life and intrinsic value at December 31, 2014, was the following: Options Outstanding Options Exercisable Weighted Average Contractual Life (years) 4.05 2.65 Intrinsic Value $1,408 $ 376 The intrinsic value is based on the share price of $8.66 at December 31, 2014. 63 The Company calculated the fair value of each option grant on the date of grant using the Black-Scholes option- pricing model using the following assumptions at December 31st: 2014 2013 2012 Dividend yield Risk-free interest rate Expected volatility Expected life (in years) 2.3% 1.7% 1.7% 0.8% 0.5% 0.3% 33% 45% 52% 5.3 5.8 5.5 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 Company’s 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. The dividend yield rate was calculated by dividing the Company’s annual dividend by the closing price on the grant date. The risk-free interest rate was based on the U.S. Treasury yields with remaining term that approximates the expected life of the options granted. The Company calculates the volatility based on a five-year historical period of the Company’s stock price. The Company incorporates a forfeiture rate based on historical data in the expense calculation. The expected life used for options granted is based on historical data of employee exercise performance. The Company records expense based on the grading vesting method. As of December 31, 2014, the unrecognized compensation expense related to the unvested portion of the Company’s stock options was approximately $0.6 million, net of estimated forfeitures to be recognized through 2018 over a weighted average period of 1.4 years. Performance-based Equity Awards Performance units In March 2014, the Company’s Board of Directors approved the 2014 Long-Term Incentive Plan (“2014 LTIP”) and the LTIP award agreements were completed in April 2014. Under the 2014 LTIP, shares are earned by certain executive employees based upon achievement of revenue goals over a four-year period with a penalty if certain profit levels are not maintained. The four-year period is divided into two interim periods (each an “Interim Period”), the first of which will end on December 31, 2015, and the second of which will end on December 31, 2017. The number of shares that can be earned at threshold and target are 190,000 and 380,000, respectively. Stock compensation expense is amortized over the performance period for these awards based on estimated achievement of the goals. The Company recorded stock compensation expense of $0.6 million for performance awards during the year ended December 31, 2014. During 2012, the Company granted performance units to certain executive officers under the 2012 Long-Term Incentive Plan. Shares were earned upon achievement of defined performance goals for revenue and earnings. Certain of these performance units granted were subject to a service period before vesting. The fair value of the performance units issued was based on the Company’s stock price on the date the performance units were granted. Because the targets related to the 2012 performance units were not met, the Company did not record any expense related to these awards during the year ended December 31, 2012. The 147,250 performance units outstanding at December 31, 2012, were cancelled in March 2013. 64 The following summarizes the performance unit activity during the years ended December 31st: Unvested Performance Units Beginning of Year Units awarded Units vested Performance share units converted to restricted stock awards Units cancelled End of Year 2014 Weighted Average Fair Value $0.00 8.47 0.00 0.00 0.00 2013 2012 Weighted Average Fair Value $7.04 0.00 0.00 0.00 7.04 Awards 147,250 0 0 0 (147,250) Awards 132,906 169,650 (4,836) (139,150) (11,320) Weighted Average Fair Value $6.48 7.00 6.75 6.47 7.01 Awards 0 380,000 0 0 0 380,000 $8.47 0 $0.00 147,250 $7.04 The intrinsic value of performance units that vested during the years ended December 31, 2012, was $36. Performance stock option rights For the Company’s 2013 Long-Term Incentive Plan, the Company awarded 182,500 performance-based retention stock option rights to executive officers with a weighted average grant date fair value of $2.83 in April 2013. The number of options granted was based on the target for the Company’s 2013 revenue goal. In March 2014, the Company awarded 207,236 stock options because the Company exceeded the target revenue goal for 2013. These options will vest between two and four years beginning in April 2014. The Company records expense for these retention stock options on the grading vested method based on achievement of the performance goals. The assumptions used for the valuation of these stock options were consistent with the employee stock options awarded to employees in April 2013. The following table summarizes the retention stock option activity for the year ended December 31, 2014: Retention Stock Option Rights Beginning of Year Stock option rights granted Stock options granted End of Year Exercisable Employee Stock Purchase Plan 2014 2013 Stock Options Rights 182,500 24,736 (207,236) 0 0 Weighted Average Exercise Price $7.16 7.16 7.16 $0.00 $0.00 Stock Options Rights 0 182,500 0 182,500 0 Weighted Average Exercise Price $0.00 7.16 0.00 $0.00 $0.00 The following summarizes the Purchase Plan activity during the years ended December 31st: 2014 2013 2012 Outstanding, beginning of year Granted Vested Outstanding, end of year Shares 0 100,608 (100,608) 0 Weighted Average Fair Value at Grant Date $0.00 1.88 1.88 $0.00 65 Weighted Average Fair Value at Grant Date $0.00 2.24 2.24 $0.00 Weighted Average Fair Value at Grant Date $0.00 1.89 1.89 $0.00 Shares 0 104,073 (104,073) 0 Shares 0 112,965 (112,965) 0 Based on the 15% discount and the fair value of the option feature of this plan, the ESPP is considered compensatory. Compensation expense is calculated using the fair value of the employees’ purchase rights under the Black-Scholes model. The Company recognized compensation expense of $0.2 million for the year ended December 31, 2014, $0.3 million for the year ended December 31, 2013, and $0.2 million for the year ended December 31, 2012, respectively. 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: Dividend yield Risk-free interest rate Expected volatility Expected life (in years) Employee Stock Purchase Plan 2014 2013 2012 2.2% 0.3% 38% 0.5 1.7% 0.3% 51% 0.5 1.7% 0.2% 52% 0.5 The dividend yield rate was calculated by dividing the Company’s annual dividend by the closing price on the grant date. The risk-free interest rate was based on the U.S. Treasury yields with remaining term that approximates the expected life of the options granted. The dividend yield rate is calculated by dividing the Company’s annual dividend by the closing price on the grant date. The Company calculates the volatility based on a five-year historical period of the Company’s stock price. The expected life used is based on the offering period. Board of Director Equity Awards The Company grants equity awards to its Board of Directors for an annual retainer and for committee services in either shares of the Company’s stock or restricted stock units. These awards are immediately vesting. New directors receive time-based restricted shares which vest over three years. During the year ended December 31, 2014, the Company issued 35,555 shares of the Company’s stock with a fair value of $277 which vested immediately to the Directors. During the year ended December 31, 2013, the Company issued 38,812 shares of the Company’s stock with a fair value of $307 which vested immediately to the Directors. During the year ended December 31, 2012, the Company issued 21,602 shares of the Company’s stock with a fair value of $132 and issued 24,820 restricted stock units with fair value of $152 that vested immediately to the Directors. 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. For each individual receiving a share award, the Company redeems the shares it computes as the value for the withholding tax and remits this amount to the appropriate tax authority. During the years ended December 31, 2014, 2013, and 2012, the Company paid $1.0 million, $1.0 million, and $1.2 million for withholding taxes related to stock awards. 11. Stock Repurchases All share repurchase programs are authorized by the Company’s Board of Directors and are announced publicly. On March 18, 2013, the Board of Directors approved a share repurchase program of $5.0 million. On May 6, 2014, the Board of Directors extended this stock buyback program through September 2014. On November 13, 2014, the Board of Directors approved a share repurchase program of up to 5% of the Company’s outstanding shares. 66 The following table is a summary of the share repurchases for the years ended December 31st: Year 2013 2014 Shares Amount Avg price per Share 59,510 215,650 $ 435 $1,651 $7.31 $7.66 During the year ended December 31, 2012, no shares of the Company’s common stock were repurchased. 12. Segment, Customer and Geographic Information PCTEL operates in two segments for reporting purposes as of January 1, 2013. The Company’s Connected Solutions segment includes its antenna and engineered site solutions. Its RF Solutions segment includes its scanning receivers and RF engineering services. Each of the segments has its own segment manager as well as its own engineering, sales and marketing, and operational general and administrative functions. All of the Company’s accounting and finance, human resources, IT and legal functions are provided on a centralized basis through the corporate function. The Company manages its balance sheet and cash flows centrally at the corporate level, with the exception of trade accounts receivable and inventory which is managed at the segment level. Each of the segment managers reports to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial results, forecasts, or plans for the segment. As of January 1, 2013 the Company’s chief operating decision maker uses the profit and loss results through operating profit and identified assets for Connected Solutions and RF Solutions segments to make operating decisions. The segment information presented for year ended December 31, 2012 has been adjusted to reflect the results for Connected Solutions and RF Solutions on a consistent basis. The following tables are the segment operating profits and cash flow information for the year ended December 31, 2014 and December 31, 2013, respectively, and the segment balance sheet information as of December 31, 2014 and December 31, 2013: REVENUES GROSS PROFIT Year Ended December 31, 2014 Connected Solutions RF Solutions Corporate Total $72,333 $35,113 ($ 282) $107,164 22,818 20,743 26 43,587 OPERATING INCOME (LOSS) $ 7,357 $ 7,333 ($10,586) Depreciation Intangible amortization Capital expenditures Accounts receivable Inventories Long-lived assets: Property and equipment, net Goodwill Intangible assets, net Deferred tax assets, net Other noncurrent assets $ 1,700 $ 1,151 $ 1,173 795 $ $ 816 $ 1,328 $ $ $ 344 0 41 As of December 31, 2014 $ $ $ $ 4,104 2,839 1,967 2,542 Connected Solutions $15,947 $14,172 $11,124 $ 0 $ 1,681 0 $ 0 $ RF Solutions Corporate Total $ 7,927 $ 2,186 $ $ 0 0 $ 23,874 $ 16,358 $ 2,987 161 $ 956 $ 0 $ 0 $ 731 $ 0 $ $ 0 $ 9,710 40 $ $ 14,842 161 $ 2,637 $ 9,710 $ 40 $ 67 REVENUES GROSS PROFIT Year Ended December 31, 2013 Connected Solutions RF Solutions Corporate Total $74,223 $30,310 ($ 280) $104,253 22,720 19,018 22 41,760 OPERATING INCOME (LOSS) $ 6,012 $ 7,248 ($12,964) Depreciation Intangible amortization Capital expenditures Accounts receivable Inventories Long-lived assets: Property and equipment, net Goodwill Intangible assets, net Deferred tax assets, net Other noncurrent assets REVENUES GROSS PROFIT $ $ $ $ 296 2,670 2,400 2,959 $ 1,785 $ 1,573 $ 1,505 570 $ 827 $ $ 1,251 $ $ $ 315 0 203 As of December 31, 2013 Connected Solutions $11,934 $12,802 $11,508 $ 0 $ 2,832 0 $ 0 $ RF Solutions Corporate Total $ 6,669 $ 1,733 $ $ 0 0 $ 18,603 $ 14,535 $ 2,427 $ 161 $ 1,772 0 $ 0 $ $ 1,036 0 $ $ 0 $ 11,827 41 $ $ 14,971 161 $ $ 4,604 $ 11,827 41 $ Year Ended December 31, 2012 Connected Solutions RF Solutions Corporate Total $ 67,511 $21,469 ($ 131) $ 88,849 21,037 14,744 39 35,820 OPERATING INCOME (LOSS) ($ 6,062) $ 4,246 ($9,045) ($10,861) Depreciation Intangible amortization Capital expenditures $ 1,630 $ 1,478 $ 2,091 $ $ $ 525 881 725 $ $ $ 277 0 565 $ 2,432 $ 2,359 $ 3,381 The Company’s revenue to customers outside of the United States, as a percent of total revenues, is as follows: Region Europe, Middle East, & Africa Asia Pacific Other Americas Total Foreign sales Total Domestic sales Years Ended December 31, 2014 2013 2012 11% 11% 5% 27% 73% 13% 10% 6% 29% 71% 13% 10% 7% 30% 70% 100% 100% 100% There were no customers that accounted for 10% or greater of revenues during the years ended December 31, 2014 and December 31, 2013. At December 31, 2014 and 2013, no customer accounts receivable balance represented greater 10% or greater of gross receivable. 68 The long-lived assets by geographic region are as follows: United States All Other 13. Benefit Plans 2014 December 31, 2013 2012 $26,436 954 $30,682 922 $36,732 880 $27,390 $31,604 $37,612 The Company’s 401(k) plan covers all of the U.S. employees beginning the first of the month following the first month of 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 also contributes to various defined contribution retirement plans for foreign employees. The Company’s contributions to retirement plans were as follows: PCTEL, Inc. 401(k) Profit sharing Plan - US employees Defined contribution plans - foreign employees Total Year Ended December 31, 2014 2013 2012 $666 332 $998 $584 259 $843 $592 213 $805 Executive Deferred Compensation Plan Through December 2013, the Company provided an Executive Deferred Compensation Plan (“EDCP”) for executive officers, senior managers and directors. Under the EDCP, the executives could select to defer up to 50% of salary and up to 100% of cash bonuses. In addition, the Company provided a 4% matching cash contribution which vests depending upon the number of completed years of participation in the EDCP. The Company funded the obligation related to the EDCP with corporate-owned life insurance policies. The executive had a choice of investment alternatives from a menu of mutual funds offered by the insurance company. In November 2012, the Company’s Board of Directors authorized the termination of the EDCP and on December 27, 2013, the plan was terminated. The funds at the life insurance company were remitted to the Company and subsequently invested by the Company to fund the obligation. At December 31, 2014, the value of the Company’s investment account to fund EDCP obligations was $2.1 million, included in cash equivalents and short-term investments in the consolidated balance sheets. The funds from the insurance company were received by the Company in January 2014 following the termination of the plan in December 2013. As such, $1.9 million was included in prepaid assets and other receivables on the balance sheet at December 31, 2013. At December 31, 2014 the deferred compensation obligation was $2.0 million, included in accrued liabilities in the consolidated balance sheets. At December 31 2013, the deferred compensation obligation was $1.9 million, included in long-term liabilities, in the consolidated balance sheets. Each participant received the value of his or her account in January 2015. 69 14. Quarterly Data (Unaudited) Revenues Gross profit Operating income (loss) Income (loss) before income taxes Net income (loss) Earnings (loss) per Share: Basic Diluted Weighted Average Shares: Basic Diluted Revenues Gross profit Operating income (loss) from continuing operations Income from continuing operations before income taxes Net income from continuing operations Net income (loss) from discontinued operations Net income Earnings per Share from Continuing Operations: Basic Diluted Earnings (Loss) per Share from Discontinued Operations: Basic Diluted Earnings per Share: Basic Diluted Weighted Average Shares: Basic Diluted 15. Related Parties Quarters Ended, March 31, 2014 June 30, 2014 $ 23,656 9,582 (422) (225) $26,181 10,850 545 879 ($ 146) $ 545 September 30, December 31, 2014 $27,932 11,394 2,096 2,304 $ 2,218 2014 $29,395 11,761 1,885 2,812 $ 1,995 ($ ($ 0.01) $ 0.01) $ 0.03 0.03 $ $ 0.12 0.12 $ 0.11 $ 0.11 18,176 18,176 18,165 18,291 18,112 18,271 18,154 18,412 Quarters Ended, March 31, 2013 June 30, 2013 September 30, 2013 December 31, 2013 $ 25,073 9,593 (1,310) 3,022 1,951 (86) $ 1,865 $ $ 0.11 0.11 $26,746 10,548 258 315 187 (22) $ $ $ 165 0.01 0.01 $ ($ 0.00 $ 0.01) $ 0.00 0.00 $ $ 0.11 0.10 $ $ 0.01 0.01 $26,471 10,776 928 1,317 751 0 $ $ $ $ $ $ $ 751 0.04 0.04 0.00 0.00 0.04 0.04 $25,963 10,843 420 1,020 453 17 $ 470 $ 0.03 $ 0.02 $ 0.00 $ 0.00 $ 0.03 $ 0.02 17,684 17,911 17,790 18,075 17,841 18,354 17,916 18,508 Commencing July 9, 2012 through October 2013, the Company’s lease for its Lexington, North Carolina facility was with Scronce Real Estate LLC. Scronce Real Estate, LLC is owned by Tim and Brenda Scronce, the wife of Tim Scronce. Tim and/or Brenda Scronce were the majority owners of the TelWorx entities as defined in Note 8 – Commitments and Contingencies above. The Company, through its wholly owned subsidiary PCTelWorx, Inc. (“PCTelWorx”), purchased certain of the assets of TelWorx in July 2012. Tim Scronce worked for the Company until his resignation in December 2012 and Brenda Scronce never worked for the Company. In May 2013, the Company gave notice of early termination of the lease which became effective October 31, 2013. The Company signed a new lease for an office facility in Lexington effective August 1, 2013. The new lease is not with a related party. 70 Through October 2013, the Company’s lease for its Melbourne, Florida office was with 3dB, LLC, a real estate entity co-owned by Robert Joslin, Scott Clay, and Greg Akin. As co-owners of Envision Wireless, Joslin, Clay and Akin sold the assets of Envision Wireless to the Company in October 2011. Joslin, Clay, and Akin continue to work for the Company. This lease expired October 31, 2013. In September 2013, the Company signed a five- year lease for new office space in Melbourne, Florida. The new lease is not with a related party. 16. Accumulated Other Comprehensive Income Accumulated other comprehensive income of $135 and $209 at December 31, 2014 and December 31, 2013, respectively, consists of foreign translation adjustments. 17. Subsequent Events The Company evaluates subsequent events occurring between the most recent balance sheet date and the date that the financial statements are available to be issued in order to determine whether the subsequent events are to be recorded and/or disclosed in the Company’s financial statements and footnotes. The financial statements are considered to be available to be issued at the time that they are filed with the SEC. Except as described below, there were no other subsequent events or transactions that required recognition or disclosure in the consolidated financial statements. Purchase of assets On February 27, 2015, PCTEL, Inc., acquired substantially all of the assets of, and assumed certain specified liabilities of, Nexgen Wireless, Inc., an Illinois corporation (“Nexgen”), pursuant to an Asset Purchase Agreement dated as of February 27, 2015 (the “Acquisition Agreement”) among PCTEL, Nexgen, Bhumika Thakkar 2012 Irrevocable Trust Number One, Bhumika Thakkar 2012 Irrevocable Trust Number Two, and Jigar Thakkar, and Bhumika Thakkar. The business of Nexgen is based in Schaumburg, Illinois. Nexgen provides Meridian™, a network analysis tool portfolio, and engineering services. Nexgen’s Meridian software product portfolio translates real-time network performance data into engineering actions to optimize operator performance. Meridian, with its modules of Network IQ™, Subscriber IQ™, and Map IQ™, supports crowd-based, cloud-based data analysis to enhance network performance. Nexgen provides performance engineering, specialized staffing, and trend analysis for carriers, infrastructure vendors, and neutral hosts for 2G, 3G, 4G, and LTE networks. The purchase price was $20.5 million in cash paid at the closing of the transaction, with a potential performance- based earn-out valued at up to $2.0 million, which brings the total potential consideration to $22.5 million. The earn-out is dependent on the achievement of revenue-based goals pertaining to the acquired business for the period commencing on March 1, 2015 and ending on April 30, 2016. The cash consideration paid was provided from PCTEL’s existing cash. The assets acquired consisted primarily of intellectual property (including trade names), working capital (accounts receivable, accounts payable and accrued liabilities), fixed assets and customer relationships. The Nexgen Parties are bound by non-competition covenants under the Acquisition Agreement, which generally survive until February 27, 2019. PCTEL will continue the employment of 160 employees of Nexgen. Mr. Thakkar will remain with the acquired business as PCTEL’s newly-appointed Vice President, Network Analytics, under an employment arrangement that includes non-competition covenants for the duration of his employment with PCTEL and for 12 months thereafter (which covenants are in addition to his non-competition covenants under the Acquisition Agreement described above). PCTEL has assumed Nexgen’s existing lease for Nexgen’s facility and offices in Schaumburg, Illinois and will operate the acquired business from that location. The Company does not have any material relationship with the Nexgen Parties, other than in respect of the Acquisition Agreement and the transactions provided for therein. 71 All of the Nexgen assets and employees will be integrated into the Company’s RF Solutions segment. New Office Lease In February 2015, we entered into a new five-year lease for office space of approximately 4,800 square feet in Englewood, Colorado that will be used for engineering services. This lease expires in 2020. 72 Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None Item 9A: Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as defined by Rule 13a-15(e) of the Securities Exchange Act of 1934, as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in our reports that we file or submit under Securities Exchange Act of 1934 (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. (b) Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP) and includes those policies and procedures that: • • • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of PCTEL; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of PCTEL are being made only in accordance with authorizations of management and directors of PCTEL; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of PCTEL’s assets that could have a material effect on the financial statements. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making its assessment of internal control over financial reporting, management used the criteria described in “2013 Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our management’s assessment of internal control over financial reporting, management has concluded that, as of December 31, 2014, our internal control over financial reporting was effective to provide assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Grant Thornton LLP, our independent registered public accounting firm, has audited and issued their report on our internal control over reporting, which is included herein. (c) Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are likely to materially affect, our internal control over financial reporting. Item 9B: Other Information None. 73 PART III Item 10: Directors, Executive Officers and Corporate Governance The information with respect to the directors and the board committees of the Company required to be included pursuant to this Item 10 is included in PCTEL’s proxy statement for the 2015 Annual Meeting of Stockholders which will be filed with the SEC pursuant to Rule 14a-6 under the Exchange Act in accordance with applicable SEC deadlines, and is incorporated in this Item 10 by reference. The information regarding executive and director compensation in response to this item will be included in PCTEL’s proxy statement for the 2015 Annual Meeting of Stockholders and incorporated by reference herein. Information included under the caption “Compensation Committee Report” in PCTEL’s proxy statement for the 2015 Annual Meeting of Stockholders is incorporated by reference herein; however, this information shall not be deemed to be “soliciting material” or to be filed with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or the liabilities of Section 18 of the Securities Exchange Act of 1934. Item 11: Executive Compensation The information required by Item 402, 407(e)(4) and Item 407(e)(5) of Regulation S-K will be included under the captions “Compensation Discussion and Analysis,” “Executive Compensation and Other Matters,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report,” respectively, in PCTEL’s proxy statement for the 2015 Annual Meeting of Stockholders and is incorporated by reference herein. Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information regarding security ownership will be included under the caption “Security Ownership of Certain Beneficial Owners and Management” in PCTEL’s proxy statement for the 2015 Annual Meeting of Stockholders and is incorporated by reference herein. The information regarding securities authorized for issuance under equity compensation plans is included under the caption “Equity Compensation Plan Information” in PCTEL’s proxy statement for the 2015 Annual Meeting of Stockholders and is incorporated by reference herein. Item 13: Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to the sections entitled “Certain Relationships and Related Transactions” and “Corporate Governance” which will be contained in PCTEL’s proxy statement for the 2015 Annual Meeting of Stockholders and is incorporated by reference herein. Item 14: Principal Accountant Fees and Services Information regarding principal accounting fees and services is under the caption “Summary of Fees” in PCTEL’s proxy statement for the 2015 Annual Meeting of Stockholders and is incorporated by reference herein. 74 PART IV Item 15: Exhibits and Financial Statement Schedules (a) (1) Financial Statements The Consolidated Financial Statements are included in Part II, Item 8 of this Annual Report on Form 10-K on pages 33 to 82. (a) (2) Financial Statement Schedules The following financial statement schedule is filed as a part of this Report under “Schedule II” immediately preceding the signature page: Schedule II – Valuation and Qualifying Accounts for the three fiscal years ended December 31, 2014. All other information called for by Form 10-K are omitted because they are inapplicable or the required information is shown in the financial statements, or notes thereto, included herein. Year Ended December 31, 2012: Allowance for doubtful accounts Warranty reserves Deferred tax asset valuation allowance Year Ended December 31, 2013: Allowance for doubtful accounts Warranty reserves Deferred tax asset valuation allowance Year Ended December 31, 2014: Allowance for doubtful accounts Warranty reserves Deferred tax asset valuation allowance (in thousands) Balance at Beginning of Year Charged to Costs and Expenses Addition (Deductions) Balance at End of Year $132 $249 $643 $222 $270 $662 $130 $305 $640 85 85 19 130 192 (22) 48 124 (7) 5 (64) 0 (222) (157) 0 (57) (125) 0 $222 $270 $662 $130 $305 $640 $121 $304 $633 All other schedules called for by Form 10-K are omitted because they are inapplicable or the required information is shown in the financial statements, or notes thereto, included herein. 75 a) (3) Exhibits (numbered in accordance with Item 601 of Regulation S-K) Exhibit No. Description Reference Share Purchase Agreement dated January 5, 2009, by and between PCTEL, Inc., Gyles Panther and Linda Panther. Incorporated by reference to exhibit number 2.1 filed with the Registrant’s Current Report on Form 8-K dated January 6, 2009. Acquisition Agreement (Asset Purchase Agreement) dated July 9, 2012, by and among PCTEL, TelWorx Communications, LLC, and other parties. Amendment to Asset Purchase Agreement, dated March 27, 2013, by and among the PCTEL, PCTelWorx, Enterprises, LLC f/k/a TelWorx Communications, LLC and the other parties thereto. Incorporated by reference to exhibit number 2.1 filed with the Registrant’s Current Report on Form 8-K filed July 13, 2012. Incorporated by reference to exhibit number 10.1 filed with the Registrant’s Current Report on Form 8-K dated March 27, 2013. Asset Purchase Agreement dated April 30, 2013, by and among the Company, PCTEL Secure LLC and Redwall Technologies, LLC 1 Incorporated by reference to exhibit number 2.1 filed with the Registrant’s Current Report on Form 8-K/A filed May 24, 2013. Asset Purchase Agreement dated February 27, 2015, by and among the Company, Nexgen Wireless, Inc. and other parties thereto. Incorporated by reference to exhibit number 2.1 filed with the Registrant’s Current Report on Form 8-K filed March 4, 2015. 2.4 2.5 2.6 2.7 2.8 3.1 Amended and Restated Certificate of Incorporation of PCTEL, Inc. 3.2 Amended and Restated Bylaws of the Registrant 4.1 Specimen common stock certificate 10.1* Form of Indemnification Agreement between PCTEL, Inc. and each of its directors and officers 10.23* 2001 Nonstatutory Stock Option Plan and form of agreements hereunder 10.25* Employment Agreement between Jeffrey A. Miller and PCTEL, Inc., dated November 7, 2001 10.25.1* Letter agreement dated August 22, 2006 amending the Employment Agreement, by and between PCTEL, Inc. and Jeffrey A. Miller 76 Incorporated by reference to exhibit number 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-84707). Incorporated by reference to exhibit number 3.3 filed with the Registrant’s Annual Report on Form 10-K for fiscal year ended December 31, 2001. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-84707). Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-84707). Incorporated by reference herein to the Registrant’s Registration Statement of Form S-8 filed on October 3, 2001 (File No. 333-70886). Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Annual Report on Form 10-K for fiscal year ended December 31, 2001. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. Exhibit No. 10.26* Description Reference Employment Agreement between John Schoen and the Registrant, dated November 12, 2001 10.26.1* Letter agreement dated August 22, 2006 amending the Employment Agreement, by, and between PCTEL, Inc. and John Schoen 10.32* Stock Option Agreement of Jeffrey A. Miller, dated November 15, 2001 10.33* Stock Option Agreement of John Schoen, dated November 15, 2001 10.37* Executive Deferred Compensation Plan 10.38* Executive Deferred Stock Plan 10.39* Board of Directors Deferred Compensation Plan 10.40* Board of Directors Deferred Stock Plan 10.50 Lease Agreement dated September 16, 2005 between PCTEL Maryland, Inc. and First Campus Limited Partnership for an office building located at 20410 Observation Drive, Germantown, MD 20876 10.59* 1998 Employee Stock Purchase Plan and related standard form of agreement 10.60* Executive Compensation Plan 77 Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Annual Report on Form 10-K for fiscal year ended December 31, 2001. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. Incorporated by reference herein to the Registrant’s Registration Statement of Form S-8 filed on December 14, 2001 (File No. 333-75204). Incorporated by reference herein to the Registrant’s Registration Statement of Form S-8 filed on December 14, 2001 (File No. 333- 75204). Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 10-Q for the quarter ended September 30, 2005 Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on June 21, 2007. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on June 21, 2007. Exhibit No. 10.61* 10.62* Description Reference Employment Agreement dated September 5, 2007 between PCTEL, Inc., and Martin H. Singer Management Retention Agreement dated September 5, 2007 between PCTEL, Inc., and Martin H. Singer 10.63* Form of Performance Share Agreement 10.64* Form of Amended and Restated Management Retention Agreement 10.66* Form of 1997 Stock Plan Performance Share Agreement 10.68* PCTEL, Inc., 1997 Stock Plan, as amended September 18, 2008 10.69* PCTEL, Inc., 1997 Stock Plan Form of Stock Option Award Agreement, as amended September 18, 2008 10.70* PCTEL, Inc., 2001 Nonstatutory Stock Option Plan, as amended November 7, 2008 10.71* PCTEL, Inc, 2001 Nonstatutory Stock Option Plan Form of Stock Option Agreement, as amended November 7, 2008 10.72* PCTEL, Inc, 1997 Stock Plan, as amended and restated June 15, 2010 10.73 Limited Liability Company Agreement, dated January 5, 2011, by and between PCTEL, Inc. and Eclipse Design Technologies, Inc. 78 Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on September 10, 2007. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on September 10, 2007. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on September 10, 2007. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on October 12, 2007. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on September 22, 2008. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on September 22, 2008. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on November 13, 2008. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on November 13, 2008. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on June 21, 2010. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on January 11, 2011. Exhibit No. 10.74* 10.75 10.76* 11** 21.1 23.1 31.1 31.2 32.1 Description Reference Letter agreement dated April 12, 2011 between PCTEL, Inc. and Anthony Kobrinetz covering severance benefits Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on April 14, 2011. Amended and restated Limited Liability Company Agreement, dated January 5, 2011, by and between PCTEL, Inc. and Eclipse Design Technologies, Inc. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on May 24, 2011. Letter Agreement dated September 24, 2013 between PCTEL, Inc. and David Neumann granting severance benefits and Letter Agreement dated September 30, 2013 between PCTEL, Inc. and Varda A. Goldman amending severance benefits granted in a letter agreement dated December 11, 2008. Statement re Computation of Per Share Earnings List of significant subsidiaries Consent of Grant Thornton LLP Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002. Incorporated by reference to the exhibit bearing the same number filed with the Registrant’s Current Report on Form 8-K filed on September 30, 2013. Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL 101.DEF XBRL Taxonomy Extension Calculation Linkbase XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase Filed herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Filed herewith * Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto. Information required to be presented in exhibit 11 is provided in Note 2 of the notes to consolidated ** financial statements in this Annual Report on Form 10-K in accordance with accounting rules related to accounting for earnings per share. 79 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: SIGNATURES PCTEL, Inc. A Delaware corporation (Registrant) /s/ MARTIN H. SINGER Martin H. Singer Chairman of the Board and Chief Executive Officer Dated: March 13, 2015 KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martin H. Singer and John Schoen, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, to sign any and all amendments (including post- effective amendments) to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ MARTIN H. SINGER (Martin H. Singer) /s/ JOHN SCHOEN (John Schoen) /s/ BRIAN J. JACKMAN (Brian J. Jackman) /s/ STEVEN D. LEVY (Steven D. Levy) /s/ GIACOMO MARINI (Giacomo Marini) /s/ CINDY ANDREOTTI (Cindy Andreotti) /s/ CARL THOMSEN (Carl Thomsen) /s/ JAY SINDER (Jay Sinder) Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Director March 13, 2015 Chief Financial Officer (Principal March 13, 2015 Financial and Accounting Officer) Director Director Director Director Director Director 80 March 13, 2015 March 13, 2015 March 13, 2015 March 13, 2015 March 13, 2015 March 13, 2015 GLOBAL HEADQUARTERS 471 Brighton Drive Bloomingdale, IL 60108 U.S.A. Tel: 1.630.372.6800 Fax: 1.630.372.8077 OTHER OFFICES 20410 Observation Drive, Suite 200 Germantown, MD 20876 U.S.A. Tel: 1.301.515.0036 Fax: 1.301.515.0037 6769 N. Wickham Road, Suite B-101 Melbourne, FL 32940 Tel: 1.321.674.9010 Fax: 1.321.259.0997 First Floor No. 3 Building, Block B, C&W Electronics Park 14 Jiu Xian Qiao Road Chao Yang District Beijing, China 100015 Tel: 86.10.64362066 Fax: 86.10.64376752 PengAn Road 3# PengAn Industrial Park Beichen District, Tianjin City PR China Tel: 86.22.2666.6741 Fax: 86.22.2666.7439 CORPORATE INFORMATION TRANSFER AGENT Wells Fargo Shareowner Services 1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120 Tel: 1.800.468.9716 Fax: 1.651.450.4078 INDEPENDENT PUBLIC ACCOUNTANTS Grant Thornton LLP Chicago, IL LEGAL COUNSEL Nixon Peabody LLP Chicago, IL ANNUAL MEETING The Annual Meeting of Stockholders will be held at 4:00 p.m. on Wednesday June 10, 2015, at the corporate offices of PCTEL located at: 471 Brighton Drive Bloomingdale, IL 60108 U.S.A. INVESTOR RELATIONS For further information on the Company, additional copies of the Form 10-K filed with the Securities and Exchange Commission, or other financial information, please contact: PCTEL, Inc. 471 Brighton Drive Bloomingdale, IL 60108 U.S.A. Tel: 1.630.372.6800 Fax: 1.630.372.8077 You may also contact us by sending an e-mail to: investorrelations@pctel.com or by visiting our web site at www.pctel.com BOARD OF DIRECTORS Cindy K. Andreotti President and CEO The Andreotti Group Brian J. Jackman Lead Independent Director Retired Tellabs, Inc. Executive Steven D. Levy Retired Lehman Brothers Executive Giacomo Marini Chairman and Chief Executive Officer Neato Robotics, Inc. M. Jay Sinder Management Consultant and Private Investor Martin H. Singer Chief Executive Officer and Chairman of the Board, PCTEL, Inc. Carl A. Thomsen Retired Senior Vice President, Chief Financial Officer and Corporate Secretary, Stratex Networks, Inc. ELECTED OFFICERS Martin H. Singer Chief Executive Officer and Chairman of the Board John W. Schoen Senior Vice President and Chief Financial Officer Shelley J. Bacastow Vice President and General Counsel Carolyn J. Dolezal Vice President, Strategy and Chief Marketing Officer Anthony Kobrinetz Vice President, Site Solutions Operations, CTO and Export Compliance Officer Jeffrey A. Miller Senior Vice President, Global Sales Connected Solutions, and GM Site Solutions David Neumann Senior Vice President and General Manager, RF Solutions 132088 r3 PCTEL_AR_Cover_2014.indd 2 4/7/15 8:52 AM BR132088-0415-AR

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