UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Form 10-K10-K/A

 

Amendment No. 1 to Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

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

 

77-0364943

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

 

 

 

471 Brighton Drive,

Bloomingdale IL

 

60108

(Address of Principal Executive Office)

 

(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

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.001 Par Value Per Share

PCTI

The Nasdaq Global Select 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

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

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 ☒ No ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ((§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, "accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

As of June 30, 2022, the last business day of the registrant's most recently completed second fiscal quarter, there were 18,677,851 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, 2022) was approximately $86,104,893. 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.

18,990,92119,083,075 shares of common stock were issued and outstanding as of March 13,April 19, 2023.

Documents Incorporated by Reference

CertainNone.

Auditor Firm PCAOB ID: 248 Auditor Name: sections of the registrant's definitive proxy statementGrant Thornton LLP Auditor Location: (Chicago, ILthe “Definitive Proxy Statement”) relating to its 2023 Annual Stockholders’ Meeting are to be incorporated by reference into Part III of this Annual Report on Form 10-K. If the Definitive Proxy Statement is not filed with the Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, then the registrant will file an amendment to this Annual Report on Form 10-K within such 120-day period that will contain the information required to be included or incorporated by reference into Part III of this Annual Report.


 

 

 


Explanatory Note

PCTEL, Inc. (“PCTEL”, the “Company”, “we”, or “us”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to file certain information that will be included in the Company’s definitive proxy statement for the Company’s 2023 Annual Meeting of Stockholders. This Amendment amends the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, originally filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023 (the “Original Filing”). The Company is filing this Amendment to amend Part III of the Original Filing to include the information required by and not included in Part III of the Original Filing because the Company will not be filing its definitive proxy statement within 120 days of the end of its fiscal year ended December 31, 2022.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 of the Original Filing are hereby amended and restated in their entirety. Additionally, in accordance with Rules 12b-15 and 13a-14 under the Exchange Act, wehave amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Since no new financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, since no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

Except for the changes to Part III and the filing of related certifications added to the list of Exhibits in Part IV, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should read in conjunction with the Original Filing and the Company’s other filings made with the SEC on or subsequent to March 16, 2023. Terms used but not otherwise defined in the Amendment have such meaning as ascribed to them in the Original Filing.

PCTEL, Inc.

Form 10-K10-K/A

For the Fiscal Year Ended December 31, 2022

TABLE OF CONTENTS

 

PART I

Item 1

Business

3

Item 1A

Risk Factors

7

Item 1B

Unresolved Staff Comments

13

Item 2

Properties

13

Item 3

Legal Proceedings

13

Item 4

Mine Safety Disclosures

14

PART II

Item 5

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

15

Item 6

Reserved

15

Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

16

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

20

Item 8

Financial Statements and Supplementary Data

23

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

59

Item 9A

Controls and Procedures

59

Item 9B

Other Information

59

Item 9C

Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

59

 

PART III

 

 

 

Item 10

Directors, Executive Officers and Corporate Governance

 

603

Item 11

Executive Compensation

 

6011

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

6020

Item 13

Certain Relationships and Related Transactions, and Director Independence

 

6021

Item 14

Principal Accountant Fees and Services

 

6022

 

 

 

 

PART IV

 

 

 

Item 15

Exhibits and Financial Statement Schedules

 

6123

 

Index to Exhibit

 

62

Item 16

Form 10-K Summary

6324

 

Signatures

 

6425

 

 

 

 

 

 

 

 

 

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”). In some cases, you can identify these forward-looking statements by words such as “may,” “will,” “plans,” “seeks,” “expects,” “anticipates,” “intends,” “believes” and words of similar meaning. Investors in our common stock are cautioned not to place undue reliance on these forward-looking statements. Specifically, these statements include, but are not limited to, statements concerning our future financial performance; growth of our antenna solutions and Industrial Internet of Things (“Industrial IoT”) IoT business and our test and measurement business; our ability to continue to innovate new products; our ability to expand product lines in the European market and through distribution channels; the impact of our transition plan for manufacturing inside and outside China; the impact of the COVID-19 pandemic and the ensuing supply chain disruptions; the impact of geopolitical conditions, including the ongoing war in Ukraine and related sanctions and disruption in petroleum and other markets; the impact economic conditions, including inflation, higher interest rates, economic weakness, and potential recession; the anticipated demand for certain products, including those related to public safety, Industrial IoT, 5G (e.g., the Gflex scanning receiver) agriculture and intelligent transportation; and the anticipated growth of public and private wireless systems. These statements are based on management’s current expectations, and actual results may differ materially from those projected as a result of certain risks and uncertainties. Important factors that could cause such differences include, but are not limited to, the impact of adverse and uncertain economic and political conditions within and outside the U.S., including inflationary pressures, higher interest rates, economic downturn, the potential for a recession, and the ongoing war in Ukraine; inflation and increase in product and material costs; competition within the wireless product industry; disruptions to our workforce, operations, supply chain and customer demand caused by the COVID-19 pandemic and the impact of the pandemic and the ensuing supply chain disruption on our results of operations, financial condition and stock price; our ability to accurately forecast demand for our products; our ability to continue to successfully integrate Smarteq and any future acquisitions into our existing operations; the impact of uncertainty as a result of doing business in China and Europe; the impact of tariffs on certain imports from China; delays in our sales cycles resulting in the cancellation of purchases of our products; the impact of data densification and IoT on capacity and coverage demand; the impact of 5G; customer demand and growth generally in our defined market segments; our ability to access the government market and create demand for our products; the Company's ability to expand its European presence and benefit from additional antenna and Industrial IoT product offerings from Smarteq; and our ability to grow our business and create, protect and implement new technologies and solutions. These and other risks and uncertainties are detailed in our filings with the Securities and Exchange Commission (“SEC”). These forward-looking statements are made only as of the date hereof. We do not undertake, and expressly disclaim, any obligation to update or revise any forward-looking statements whether because of new information, future events or otherwise, except as may be required by applicable law. Investors should carefully review the information contained in Item 1A Risk Factors.

Overview

PCTEL, Inc. (‘PCTEL’, the ‘Company’, ‘we’, ‘ours’, and ‘us’) was incorporated in California in 1994 and reincorporated in Delaware in 1998. PCTEL is a leading global provider of wireless technology, including purpose-built Industrial IoT devices, antenna systems, and test and measurement solutions. We strive to solve complex wireless challenges to help organizations stay connected, transform, and grow. We believe we have a strong brand presence and expertise in radio frequency (“RF”), digital and mechanical engineering. We have two product lines (antennas/Industrial IoT devices and test & measurement). Our antenna products include antennas deployed in small cells, enterprise Wi-Fi access points, fleet management, IoT applications, and transit systems. Our Industrial IoT devices include ruggedized access points, IoT interface cards and IoT sensor platforms for applications such as logistics, remote monitoring and control. Our test & measurement products are designed to improve the performance of wireless networks globally. Mobile operators, private enterprises, and network equipment manufacturers rely on our products to analyze, design, and optimize next generation wireless networks. We seek out product applications that command a premium for product design and performance, and we avoid commodity markets. Our strength is solving complex wireless challenges for our customers through our products and solutions. To this end, we are constantly seeking to innovate and improve antenna and wireless testing products and capabilities to capture the opportunities of the rapidly evolving wireless industry. We focus on engineering, research, and development to maintain and expand our competitiveness.

In 2021, we acquired all the outstanding stock of Smarteq Wireless Aktiebolag, a Swedish company based in Kista, Sweden, that designs antennas for specialized Industrial IoT and vehicular applications (“Smarteq”), pursuant to a SPA between PCTEL and Allgon Aktiebolag, a Swedish company and holder of the outstanding stock of Smarteq (the “Agreement”). PCTEL paid cash consideration of SEK 56.8 million ($6.8 million) at the close of the transaction, all of which was provided from PCTEL’s existing cash. Smarteq owned all the outstanding stock of SAS Smarteq France (“Smarteq France”), which engaged in sales of Smarteq products. Smarteq France was merged into Smarteq Wireless Aktiebolag on November 1, 2022. We believe the acquisition of Smarteq provides a strong European presence, expertise, and channel partners that we expect will accelerate our growth in Europe, as well as a complementary portfolio of products for our Industrial IoT and intelligent transportation customers worldwide. The results for Smarteq are combined with the Company’s antenna and Industrial IoT device product line.

3


Antennas and Industrial IoT Devices

PCTEL designs and manufactures precision antennas and Industrial IoT devices, and we offer in-house wireless product development for our customers, including design, testing, radio integration, and manufacturing capabilities. Revenue growth in these markets is driven by the increased use and complexity of wireless communications.

Our antenna portfolio includes Wi-Fi, Bluetooth, Land Mobile Radio (“LMR”), Tetra, Global Navigation Satellite System (“GNSS”), Cellular, Industrial, Scientific, and Medical (“ISM”), Long Range (“LoRa”), and combination antenna solutions. The market applications for our antennas include public safety communications, military communications, utilities & energy, precision agriculture, smart traffic management, Electric Vehicle (“EV”) charging stations, passengers and cargo vehicles, forestry machinery & off-road vehicles. For smart traffic management, we provide antenna systems for smart roadways and smart rail. Fleet antennas for public safety, including police vehicles, is a key market. We not only manufacture the antennas, but we also provide engineering design services to determine the layout of multi-antenna installations to minimize potential interference between each antenna element. Our customized solutions often result in general purpose products with advance capabilities, such as multi-element antenna systems in a single radome. These systems can include several LTE bands, Wi-Fi bands and GPS navigation elements, all in one housing. An antenna designed for one application can be modified to be used for other applications.

Our Industrial IoT device portfolio includes access points, radio modules, sensor communication modules, and wireless communication sensors. The market applications for our Industrial IoT devices include utilities and smart grid, oil and gas, manufacturing, logistics, industrial automation, smart metering, and asset tracking.

Our strategy is to provide a “toolbox” of hardware solutions to our existing OEMs and distributors for Industrial IoT systems. We provide all of the field hardware required for wireless Industrial IoT systems - antennas, ruggedized Wi-Fi access points, radio modules, and integrated cellular sensors for Industrial IoT. Our go-to-market strategy for this growing sector is to sell more RF hardware components to our customers that traditionally purchase antennas from PCTEL.

Consistent with our mission to solve complex network engineering problems and to compete effectively in the antenna market, PCTEL maintains expertise in the following areas: radio frequency engineering, wireless network engineering, mechanical engineering, mobile antenna design, manufacturing, and product quality and testing. Competition among providers of antennas and Industrial IoT devices is fragmented. Competitors include Airgain, Amphenol, Panorama, Taoglas, and TE Connectivity.

Test & Measurement Products

PCTEL provides RF test & measurement products that improve the performance of wireless networks globally, with a focus on LTE, public safety, and 5G technologies. Revenue growth in this market is driven by the implementation and roll out of new wireless technology standards (i.e., 3G to 4G, 4G to 5G) and new market applications for public safety and government. The market applications for our test & measurement equipment includes cellular testing, public safety and private radio network testing, federal government communications testing, and indoor building network testing. Our portfolio includes scanning receivers, scanning receiver software, public safety solutions, automated spectrum monitoring solutions, interference location systems, mmwave transmitters, and a cloud-based reporting platform.

Our scanning receivers are software defined radios used to 1) confirm adequate RF coverage during deployment, 2) identify interfering signals which decrease capacity, 3) troubleshoot system performance issues as networks expand, and 4) benchmark competing networks because our scanning receivers can scan all technologies across all frequencies during one test. They are necessary for initial network deployment and throughout the entire life cycle of the mobile network. Most of our 4G scanners can be upgraded to 5G via firmware. Our new Gflex scanning receiver includes advanced features to address 5G and broader critical communication and government applications such as signal intelligence.

We provide test & measurement equipment to test in-building communication capability which is important for first responders, to certify buildings meet certain in-building wireless communication standards, and to test public safety networks, including P25, Tetra and digital mobile radio (“DMR”).

Our cloud-based reporting platform for public safety is a subscription-based service for test management, storage and analytics that allows stakeholders, including engineering service companies, building owners and government jurisdictions, to easily manage the data collection process and access final reports through an online map-based interface.

Consistent with our mission to solve complex network engineering problems and to compete effectively in the RF test & measurement market, PCTEL maintains expertise in the following areas: radio frequency engineering, digital signal processing (“DSP”) engineering, wireless network engineering, mechanical engineering, manufacturing, and product quality and testing. Competitors for PCTEL’s test &

4


measurement products include OEMs such as Anritsu, Berkley Varitronics, Digital Receiver Technology, Rohde and Schwarz, and Viavi.

Vision and Strategy

As a global leader for RF hardware that enables wireless connectivity, we are focused on four key strategies:

Launch products: We respond rapidly to market trends and demand. Our vision is to provide the most robust and capable RF hardware products for our OEMs, distributors, and direct customers. We work with world class customers that are experts in their market segments. Our commitment to our customers is to provide the RF hardware that enables the most reliable wireless connectivity for their systems, whether it is for monitoring factory equipment, electricity distribution through smart grids, or other industrial applications. Our products include antennas, IoT radio devices, IoT sensor and modem platforms and our 4G/5G test & measurement equipment.

Expand Distribution Channels: Our strategy is to leverage the reach and vertical market knowledge of our OEMs and distributors. We focus on key distributors who align with our targeted market segments, including Industrial IoT, intelligent transportation and enterprise wireless. In addition to making the most of our research and development investments to develop new products, we believe we can increase shareholder value by adding key distribution partners that have broader reach and specific expertise such as providing Industrial IoT solutions or have regional strength.

Increase Market Share: We leverage our existing customer relationships to provide access points, sensors and other Industrial IoT RF products. We have made significant investments in developing new products that we can market and sell to our existing customer base using our same go-to-market strategy. Many of our customers who purchase antennas for Industrial IoT applications also need other products we offer, such as sensors, interface cards and access points.

Drive Operational and Financial Efficiency: We have a disciplined management team,and we will continuously improve processes and productivity including a focus on design for manufacturability.

Markets and Market Opportunity

There are two key market drivers for our long-term growth: Industrial IoT and 5G. We believe that Industrial IoT has the greatest long-term potential for our antennas and ruggedized radio devices to support smart utilities and automation for manufacturing and commercial applications. Industrial IoT will likely continue to be a growing market to address remote control and data analysis. The critical link for many of these systems is the wireless connection between the device and the core system, which is where PCTEL seeks to adds value with our antennas, radio devices and sensors. Enabling reliable and robust wireless connections is critical for wireless Industrial IoT.

5G is still in the early phases of deployment to address capacity in dense user areas. It has better reliability, security, and lower latency than Wi-Fi. Future releases and the availability of new shared spectrum will likely drive further investment in 5G to support private networks and neutral host services in valuable mid-range spectrum. Private networks provide a lower cost solution than cellular operators to support low latency applications for enterprises and remote operations for rural areas.

Customers

Our strategy is to leverage leading global OEMs and distributors to expand the reach of our products across multiple market segments and industries.

Our antennas and Industrial IoT devices are sold to OEMs where they are designed into their customers’ solutions. We also sell through distribution channels that promote and sell our products into specialized markets. We support our major stocking distributors, and we sell our antennas directly to customers where integration into larger systems is not required.

Our test & measurement solutions for the cellular market is sold directly to wireless carriers, engineering service providers, and rental companies or to OEMs who integrate our products into their solutions which are then sold to wireless carriers. Our test & measurement solutions for public safety markets is sold to distributors and other engineering service providers.

We do not view customer concentration as a significant issue.

Research and Development- Intellectual Property

Given that our mission is to solve complex RF problems for our customers, research and development is essential to our long-term success. We work closely with our customers, consultants, and market research organizations to monitor and predict changes in the

5


wireless industry, including emerging industry standards. We continue to make substantial investments in engineering, talent, and research and development and we devote substantial resources to product development, innovation, and patent submissions.

We have approximately 124 patents and over 51 patents pending in the U.S. and other countries. The patent submissions are primarily for defensive purposes rather than for potential license revenue generation.

Sales, Marketing and Support

Our marketing strategy is focused on building market awareness and acceptance of new products. Our Global Marketing group is responsible for promotion and lead generation through managing our website, managing trade shows, social media, webinars and general material generation. Our sales function is managed under the Vice President, Global Sales who has primary responsibility for revenue generation and oversight of the worldwide sales force. PCTEL’s direct sales force is technologically sophisticated, and sales executives have strong industry domain knowledge. Our customers include OEMs, wireless equipment distributors and rental companies, public and private carriers, wireless infrastructure providers, and value-added resellers (“VARs”). Our direct sales force supports the sales efforts of our distributors and OEM resellers.

Manufacturing

We have historically done final assembly of most of our antennas in-house at our facilities in Tianjin, China, and Bloomingdale, Illinois. To optimize the cost structure of our antennas and reduce our fixed costs in China, we transitioned most of the manufacturing activities from our Tianjin facility to contract manufacturers in China and elsewhere. This transition was completed during the first quarter 2022. The antennas related to the Smarteq acquisition are manufactured at contract manufacturers in Europe and Asia. We do final assembly of all our test & measurement products in-house at our facility in Clarksburg, Maryland.

By transitioning some of our manufacturing to multiple contract manufacturers with a variety of expertise, we avoid becoming dependent on any specific contract manufacturer. If any contract manufacturer is unable to provide timely or satisfactory services for us, our other contract manufacturers will be available, provided, however, that transitioning production to a different contract manufacturer could cause delays, disruption and additional costs that could negatively impact timely delivery of our products and our earnings therefrom. We have no material guaranteed supply contracts or long-term agreements with any of our suppliers, but we do have open purchase orders with several of our suppliers. As discussed elsewhere, we have we experienced higher freight and logistics costs and our business has been impacted by increased costs in materials, as well as component part shortages.

Human Capital

Our employees are among our most valuable assets and are critical to our ability to deliver on our strategic plans. Our success in delivering high quality and innovative products and solutions for our customers and driving operational excellence is only achievable through the talent, expertise, and dedication of our global team.

We recognize that attracting, developing, and retaining skilled talent and promoting a diverse and inclusive culture are essential to maintaining our leadership positions in the markets we serve. We offer employees competitive compensation and benefits, and resources to continuously improve their skills and performance with the goal of further cultivating the diversity and expertise in our global businesses to fill key positions. We seek to hire people who share our values. We value technology, innovation, and the achievement of customer-driven success. We expect our employees to act with integrity, fairness, and respect. We invest in talent development and recognize that the growth and development of our employees is essential for our continued success.

The full-time equivalent employees by geography and functional area as of December 31, 2022 were as follows:

6


December 31,
2022

Operations:

U.S.

73

Rest of World

9

82

Engineering:

U.S.

45

Rest of World

3

48

Sales & Marketing:

U.S.

37

Rest of World

15

52

Administration:

U.S.

27

Rest of World

4

31

Total:

U.S.

182

Rest of World

31

213

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 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 Form 10-K. Further, the SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov.

Item 1A: Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Form 10-K, including the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making a decision to invest in our common stock. Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.

Factors That May Affect Our Business, Financial Condition and Future Operations

Risks Related to Our Business

Our business model depends upon our ability to recognize significant emerging technologies in a timely manner and to innovate to solve the engineering problems presented by such emerging technologies.

In order to provide solutions to complex engineering problems, we must anticipate which technologies are promising and will be adopted by our customers and potential customers, and we need to be engaged early in the development of these new technologies and products. If we expend resources on the wrong technologies or are not included in the development phase of new technologies that are widely adopted in our industry, we may miss the opportunity for meaningful participation or revenue generation. Missed opportunities like these could have a negative impact on our long-term competitiveness.

We must attract and retain specific types of engineers and other skilled professionals who are capable of innovating and solving complex network engineering problems in order to be successful. In addition, we must create intellectual property or license or otherwise obtain it from third parties when necessary. We also must maintain our intellectual property. Failure to accomplish these tasks and manage the costs thereof will result in difficulty in distinguishing us from our competitors and may result in a significant loss of business or diminishing margin on our products.

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Competition within the wireless product industry is intense and could result in decreased margins on our products or loss of key customers. Failure to compete successfully could materially harm our prospects and financial results.

Competition in our industry can result from the following:

competitors, including foreign government-funded competitors, significantly reducing prices on their products causing disruption to our customer relationships,
customers demanding lower prices and requiring suppliers like us to engage in auctions and other forms of competitive bidding for purchase orders,
entrance of a significant competitor in the markets for our products, either from new participants, such as emerging low-cost international competitors, or because of a merger of existing competitors, and
competitors with substantially greater financial, marketing, technical and other resources with which to pursue engineering, manufacturing, marketing, and distribution of their products and delivery of their services. 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.

Our business in foreign countries, in particular China, involves additional financial, operating, and regulatory risks.

A portion of our manufacturing, procurement, research and development, product management, and sales are conducted outside the United States. There are a number of risks inherent in doing business in foreign countries, including: (i) fluctuations in the value of the U.S. dollar relative to other currencies, and in particular the impact of a re-valuation of the Chinese Yuan, Swedish Krona, and Euro; (ii) impact of tariffs or other trade-restrictive cost or regulations among the countries in which we do business; (iii) difficulties in repatriation of earnings; (iv) disruption to our supply chain, whether as a result of the spread of COVID-19 or other factors which limit our ability to import materials and export products; (v) nationalist sentiment creating advantages for our competitors in their home countries; (vi) impact of labor unrest (vii) unexpected legal or regulatory changes, particularly changes to environmental, labor or manufacturing regulations; (viii) lack of sufficient protection for intellectual property rights and the risk of theft and forced transfer of intellectual property; (ix) difficulties in recruiting and retaining personnel and managing international operations;(x) under-developed infrastructure; and (xi) other unfavorable political or economic factors which could include nationalization of the wireless communications or related industries. If we are unable to successfully manage these and other risks pertaining to our international activities, our operating results, cash flows and financial position could be materially and adversely affected.

All of our imports from mainland China are subject to U.S. tariffs ranging from 7.5% to 25.0%. The tariffs apply to the antennas sent from our China-based contract manufacturers to our U.S.-based customers and components and materials sent from our China-based contract manufacturers to our Bloomingdale, Illinois facility for final assembly. Tariffs impact the gross margin that we earn on sales of our products because we have not been able to adjust all our prices on the affected products to cover the entire cost of the imposed tariffs. We will continue to monitor and adjust prices as market conditions permit. The impact of the tariffs on our future revenue and profitability is uncertain.

Disruptions in the worldwide economy may adversely affect our business, results of operations and financial condition.

Adverse and uncertain economic conditions in the U.S. and other countries, including inflation, higher interest rates, economic weakness, and potential recession, may have an adverse effect on our operating results, cash flows and financial position. Economic conditions can be negatively impacted by market cycles, as well as by a variety of factors such as the spread or fear of spread of contagious diseases (such as COVID-19), man-made or natural disasters (including events related to climate change), severe weather, actual or threatened hostilities or war (such as ongoing conflict between Russia and Ukraine), terrorist activity, political unrest, civil strife and other geopolitical uncertainty. In connection with ongoing conflict between Russia and Ukraine, governments in the U.S., the U.K. and the E.U. have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia, Belarus, and certain parts of Ukraine. The current sanctions as well as any further escalation of geopolitical tensions, including potential destabilizing effects that the war in Ukraine may pose for the European continent or the global oil and natural gas markets, could have material adverse impacts on the markets where we do business, which could, in turn, adversely affect our business and/or our supply chain.

8


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 requires volume production of our products. Sales cycles with our major customers are lengthy for several 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, and
the development of new technologies and commercialization of products incorporating new technologies frequently are delayed.

A significant portion of our operating expenses is relatively fixed and is largely based 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 uncertainty that customers may decide 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 enough time for us to reduce our operating expenses.

Disruptions in our manufacturing and supply chains could adversely impact our sales and reputation.

We have limited in-house manufacturing capability. We assemble antennas in our facility in Bloomingdale, Illinois and a significant portion of our antennas are manufactured by contract manufacturers in China and elsewhere. We do final assembly of our test & measurement products at our Clarksburg, Maryland facility, where we also add our proprietary software to the completed hardware platforms we design and have manufactured to our specifications. We may experience delays, disruptions, or capacity constraints or quality control problems at our assembly facilities, which could result in lower yields or delays of product shipments to our customers. Any disruption of our own or contract manufacturers' operations could cause delayed product delivery, which could negatively impact our sales, competitive reputation, and position. Moreover, 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 materially affect our operating results and may lead to obsolete inventory.

During 2022 our operations were impacted by global shortages of key electronic components for our products, and we have experienced long-lead times due to freight congestion and delays. We have increased inventory levels to limit the negative impact of component shortages and long-lead times. However, the impact of cost inflation, as well as, supplier component input availability may continue or worsen in 2023, and ultimately may have an adverse impact on our results of operations, financial condition and stock price.

In addition, if for any reason our suppliers discontinue manufacturing 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 which we may not be able to pass along to our customers in increased prices.

In summary, in order to be successful, we must manage our operations to limit the cost of product production, accurately forecast demand for our products, avoid excess production and inventory that results in waste or obsolescence, dual source critical materials to avoid shortages and delays in shipping, build for manufacturability and avoid excessive quality issues.

9


The COVID-19 pandemic has adversely impacted, and poses risks to, our business, the nature and extent of which are highly uncertain and unpredictable.

The COVID-19 pandemic resulted in a global health crisis that has adversely affected global economies, financial markets, and businesses and also caused disruption in both supply and demand for our products. Many components were difficult to obtain or were discontinued by the manufacturers resulting in manufacturing delays and necessitating a redesign of several of our products. We also experienced higher freight and logistics costs and our business has been impacted by increased costs in materials, as well as component part shortages. Although we have seen improvements, cost increases and logistics and supply chain constraints may persist or worsen in 2023, and ultimately may have an adverse impact on our results of operations and financial condition.

Shutdowns of companies and facilities as well as economic and budgetary uncertainties negatively impacted demand. While spread of the pandemic has slowed and certain of the challenges have abated, the extent to which our operations may be impacted by the COVID-19 pandemic going forward will depend on future developments that are highly uncertain, including the level of spread and emergence of variants and actions by governments and private enterprises to address such matters.

As the pandemic continues, we may experience additional adverse impacts on our operational and commercial activities, including rising costs, volatility in customer orders and purchases and inability to procure components and deliver finished products on time, which may be material. Furthermore, the pandemic has impacted, and may further impact, the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates and interest rates. Due to the continuing uncertainties surrounding the pandemic, we are unable to predict the ultimate impact that it will have on our financial position, operating results and cash flows in future periods.

Future acquisitions, business combinations, and investments may not yield their intended benefits and our failure to successfully integrate acquisitions into our existing operations could adversely affect our business.

Wemay make acquisitions of or make large investments in, businesses that offer products and technologies that we believe would complement our products, including wireless products and technology. We may also acquire or invest 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,
disruption of our on-going business,
difficulty in realizing the potential financial or strategic benefits of the transaction,
the diversion of management's attention from our existing business,
potential unknown liabilities associated with a business that we acquire or which we invest,
new and proposed regulations limiting the enforcement of noncompetition and nonsolicitation agreements,
difficulty in maintaining uniform standards, controls, procedures, and policies,
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 may 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 which could impose restrictive covenants on how we conduct our business. In connection with any future acquisitions, including those acquisitions that we do not complete, we may incur significant transaction costs. We are required to expense such as transaction costs are incurred, which may have a material adverse impact on our financial results.

A failure in our information technology systems could negatively impact our business.

We rely on information technology to record and process transactions, manage our business, and maintain the financial accuracy of our records. Our computer systems are subject to damage or interruption from various sources, including power outages, computer and telecommunications failures, computer viruses, security breaches, vandalism, catastrophic events, and human error. If a cyber-incident,

10


such as a phishing or ransomware attack, virus, malware installation, server malfunction, software or hardware failure, impairment of data integrity, loss of data or other computer assets, adware or other similar issue, impairs or shuts down one or more of our computing systems or our information technology network, or the systems or networks of our third-party services providers, we may be subject to negative treatment and lawsuits. In addition, attention to remediating cyber incidents may distract our technical or management personnel from their normal responsibilities. Public announcements of such cyber incidents could occur, and negative perception of such cyber incidents could adversely affect the price of our common stock, and we could lose sales and customers. Interruptions of our computer systems could disrupt our business and could result in the loss of business and cause us to incur additional expense.

We, our customers and our third-party service providers face an evolving threat landscape in which cybercriminals, among others, employ a complex array of cyber-attack techniques designed to access sensitive information or disrupt our operations, including, for example, the use of fraudulent or stolen access credentials, malware, ransomware, phishing, denial of service and other types of attacks. While we have engaged experts in cybersecurity to advise us and we have taken protective measures, our information technology security threats are increasing in frequency and sophistication. Our information technology systems or those of our third-party service providers could be breached by unauthorized outside parties or misused by employees or other insiders’ intent on extracting sensitive information, corrupting information, or disrupting business processes. Such unauthorized access or misuse could compromise confidential information, disrupt our business, harm our reputation, result in the loss of assets, customer confidence and business and have a negative impact on our financial results.

Additional income tax expense or exposure to additional income tax liabilities could have a negative impact on our financial results.

We are subject to income tax laws and regulations in the United States, China, Sweden and various other foreign jurisdictions. Significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Our income tax liabilities are dependent upon the location of earnings among these different jurisdictions. Our income tax provision and income tax liabilities could be adversely affected by the jurisdictional mix of earnings, changes in valuation of deferred tax assets and liabilities and changes in tax laws and regulations. In the ordinary course of our business, we are also subject to continuous examinations of our income tax returns by tax authorities. Although we believe our tax estimates are reasonable, the results of any tax examination or related litigation could be materially different from our related historical income tax provisions and accruals. Adverse developments in an audit, examination, litigation related to previously filed tax returns, or in the relevant jurisdiction’s tax laws, regulations, administrative practices, principles, and interpretations could have a material effect on our results of operations and cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods.

Legislative or regulatory initiatives related to climate change concerns and other environmental, social and governance initiatives may negatively affect our business.

11


Concern over climate change may result in new or additional legal, legislative, and regulatory requirements to reduce or mitigate the effects of climate change on the environment, which could adversely affect our business. There is increasing societal pressure to limit greenhouse gas emissions. Initiatives, including the Paris Climate Accord, could result in future legislation, regulatory measures or policy changes that would increase expenses and taxes and require operational changes and substantial capital expenditures.

In addition, continuing political and social attention to other environmental, social and governance ("ESG") and sustainability issues has resulted in both existing and pending international agreements and national, regional and local legislation, regulatory measures, reporting obligations and policy changes. Moreover, there is increased focus by investors, customers, and other stakeholders on ESG and sustainability matters, including the use of plastic, energy, waste, and worker safety. Our reputation could be damaged if we do not (or are perceived not to) act responsibly with respect to sustainability matters, which could adversely affect our business, results of operations, financial position and cash flows.

Any or all of these ESG and sustainability initiatives may result in significant operational changes and expenditures, cause us reputational harm, and could materially adversely affect our business, financial condition, and results of operations.

Physical risks of climate change (such as natural disasters, extreme weather conditions or rising sea levels) may impact operations at our and our supplier's facilities and the availability and cost of components, transportation and energy. Such risks could also increase insurance and other operating costs.

Risks Related to our Common Stock.

The trading price of our stock fluctuates, sometimes significantly, based upon a variety of factors, many of which are not under our control.

Over time, our stock experiences significant changes in price on a percentage basis. The closing price of our common stock on the Nasdaq Global Select Market fluctuated between a high of $5.60 and a low of $3.99 during 2022. A variety of factors, many of which are not under of our control influence our stock price, including:

adverse changes in domestic or global economic conditions, including inflation, higher interest rates, economic weakness, potential recession and international conflicts,
new products 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,
mergers and acquisitions,
sales of common stock by our stockholders or the Company, and
repurchases of our common stock by the Company.

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 decline 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.

12


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 decline.

Item 1B: Unresolved Staff Comments

None.

Item 2: Properties

The following table lists our main ongoing facilities:

 

 

 

 

 

 

Lease

Location

 

Square feet

 

Owned/Leased

 

Expiration (Yr)

Bloomingdale, Illinois

 

75,517

 

Owned

 

N/A

Clarksburg, Maryland

 

21,030

 

Leased

 

2031

Akron , Ohio

 

5,977

 

Leased

 

2025

Kista, Sweden

 

4,080

 

Leased

 

2026

Tianjin, China

 

1,694

 

Leased

 

2023

Beijing, China

 

350

 

Leased

 

2024

Facility Overview and Changes

The Bloomingdale, Illinois facility is used for our corporate headquarters and for antenna manufacturing, engineering, and product management. The Clarksburg facility is used for assembly, engineering, and product management for test & measurement products. Our Akron, Ohio office is used for product development and engineering for antennas and Industrial IoT devices.

Until January 2022, we manufactured antennas at a leased facility in Tianjin, China. We initiated a restructuring plan in 2019 to transition manufacturing from our Tianjin, China facility to contract manufacturers in China and to our Bloomingdale, Illinois facility due to uncertainties with our Tianjin facility lease and also to optimize the cost structure of the antenna product line and create flexibility in antenna manufacturing. The lease for the Tianjin, China facility expired on October 8, 2020 without extension. On October 16, 2020, the Wang Zhuang Village Committee issued a notice informing PCTEL Tianjin that the Chinese Party Central Committee and the State Council were accelerating the layout optimization and transformation of the industrial park in which the leased premises is located, and accordingly leases and lease extensions for all premises in the industrial park were suspended. Although the lease was not renewed, we were able to continue to occupy the Tianjin manufacturing facility. However, due to the uncertainty regarding the Tianjin lease renewal, we accelerated our plan to transition all manufacturing in Tianjin to contract manufacturers. In November 2021, we entered into a two-year lease ending December 31, 2023 for 1,694 square feet of office space in Tianjin, China for a small team of employees associated with sourcing, quality, and local customer support and recognized a present value of the right of use asset of $0.1 million for this new office lease. We completed the transition of antenna manufacturing from our Tianjin, China facility to contract manufacturers and our Bloomingdale, Illinois facility during the first quarter of 2022 and, in April 2022, vacated the manufacturing facility and moved to the new leased facility in Tianjin, China.

As a cost saving initiative, we terminated all 14 employees from our Beijing office in November 2021 and closed this office in the first quarter of 2022. In April 2022, we entered into a two-year office lease ending April 30, 2024. Two former employees in Beijing are engaged through a third-party employment agency and provide sales and technical support from this new smaller office.

As part of the acquisition of Smarteq on April 30, 2021, we assumed an office lease and two automotive leases. The office in Kista, Sweden has 4,080 square feet used for engineering, sales, and administration with a lease term ending July 31, 2023. On the acquisition date, the Company recorded $0.2 million for each of the ROU assets and the lease liabilities. In October 2022, the office lease was extended for 36 months ending July 31, 2026 and we recorded a $0.2 million adjustment for each of the ROU assets and the lease liabilities.

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.

We may, from time to time, be the subject of various pending or threatened legal actions in the ordinary course of our business. All such matters are subject to many uncertainties and outcomes that are not predictable with assurance. To our knowledge, as of December 31,

13


2022, there were no claims or litigation pending against the Company that would be reasonably likely to have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Item 4: Mine Safety Disclosures

Not applicable.

14


PART II

Item 5: Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

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. As of February 28, 2023, there were 30 holders of record of our common stock. A substantially greater number of holders of our common stock are in “street name” or beneficial holders, whose shares are held of record by banks, brokers, and other financial institutions.

We historically have paid a quarterly cash dividend on our common stock. We currently expect that comparable cash dividends will continue to be paid in the future. However, no assurances can be given that any dividends will be declared or paid on our common stock in the future, or, if declared and paid, the amount or frequency of those dividends. Our ability to pay dividends is restricted by certain laws and regulations, and the payment of dividends is within the discretion of our board of directors.

Sales of Unregistered Equity Securities

None.

Issuer Purchases of Equity Securities

All share repurchase programs are authorized by our Board of Directors and are publicly announced. Such purchases may be made from time to time at predetermined prices in the open market, by block purchases, in private transactions or otherwise. Repurchases are funded from cash on hand.

On November 4, 2020, the Board of Directors approved a share repurchase program for share repurchases up to $5.0 million of common stock through the end of 2021 (“2020 Repurchase Plan”). The 2020 Repurchase Plan became effective November 10, 2020 and was completed in September 2021. We did not repurchase any shares of common stock during the year ended December 31, 2022.

Item 6: Reserved

15


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. This review highlights the principal factors affecting earnings and the significant changes in balance sheet items for the years 2022 and 2021. Financial information for 2021 is presented in the Company’s Form 10-K for the fiscal year ended December 31, 2021, which the Company filed with the SEC on March 15, 2022. The objective of this financial review is to enhance investor 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.

You should read this discussion of the Company’s financial condition and results of operations in conjunction with, and we qualify our discussion in its entirety by, the consolidated financial statements and notes thereto included elsewhere within this annual report, the material contained under Part 1, Item 1. “Description of Business” and Part I, Item 1A. “Risk Factors” of this annual report, and the cautionary disclosure about forward-looking statements at the front of Part I of this annual report.

Introduction

PCTEL is a leading global provider of wireless technology, including purpose-built Industrial IoT devices, antenna systems, and test & measurement solutions. We strive to solve complex wireless challenges to help organizations stay connected, transform, and grow. We have two businesses (antennas/Industrial IoT devices and test & measurement products). Our antennas and Industrial IoT devices include antennas deployed in small cells, enterprise Wi-Fi access points, fleet management and transit systems, and in network equipment and devices for the Industrial IoT. We believe that our test & measurement products improve the performance of wireless networks globally. Mobile operators, neutral hosts, and network equipment manufacturers rely on our products to analyze, design, and optimize next generation wireless networks.

COVID-19

The COVID-19 outbreak and associated counter-acting measures implemented by governments and businesses around the world, as well as subsequent recovery in global business activity, have increased uncertainty in the global business environment and led to supply chain disruptions and shortages in global markets for commodities, logistics and labor, as well as input cost inflation.

Activity in most of the end markets we serve has improved since 2020. However, in 2022 we continue to face material cost inflation, labor availability issues and logistics costs increases. Some of our businesses have also been impacted by supplier component input availability issues. While we have seen some decreases in logistics and input costs, the public health situation, continued global response measures and corresponding impacts on various markets remain fluid and uncertain and may lead to sudden changes in our outlook.

Financial Summary

Revenues were $99.4 million for the year ended December 31, 2022, an increase of 13.2% from the prior year. By product line, revenues increased by $6.6 million (10.5%) to $69.7 million for antennas & Industrial IoT devices and increased by $4.9 million (18.9%) to $30.6 million for test & measurement products. Gross profits of $45.7 million were higher by $5.3 million due to the impact of higher revenues. The gross profit percentage decreased by 0.1% in 2022 as a higher mix of test & measurement products was offset by a lower gross profit percentage for test & measurement products. Operating expenses were $43.7 million in 2022 and increased by $3.4 million with higher expenses for incentive compensation, stock compensation, and restructuring activities. Other income increased by $0.5 million as interest income increased by $0.2 million and a net improvement of $0.3 million from foreign exchange activity. The net impact of these changes resulted in income before tax of $2.5 million in 2022 compared to income before tax of $0.2 million in 2021.

REVENUES BY PRODUCT LINE

 

 

 

 

 

2022 compared to 2021

 

 

 

 

 

 

2022

 

 

$ Change

 

 

% Change

 

 

2021

 

Antennas and Industrial IoT Devices

 

$

69,662

 

 

$

6,637

 

 

 

10.5

%

 

$

63,025

 

Test & Measurement Products

 

 

30,565

 

 

 

4,861

 

 

 

18.9

%

 

 

25,704

 

Corporate

 

 

(799

)

 

 

123

 

 

not meaningful

 

 

 

(922

)

Total

 

$

99,428

 

 

$

11,621

 

 

 

13.2

%

 

$

87,807

 

Revenues for antennas and Industrial IoT devices of $69.7 million increased $6.6 million (10.5%) in 2022 compared to 2021 due to a full year of revenues from the Smarteq business and higher revenues for antennas for agriculture.

16


Revenues for test & measurement products of $30.6 million increased by $4.9 million (18.9%) in 2022 compared to 2021 primarily due to higher revenues in the U.S. for 5G scanning receivers.

GROSS PROFIT BY PRODUCT LINE

 

 

2022

 

 

% of Revenues

 

 

2021

 

 

% of Revenues

 

Antennas and Industrial IoT Devices

 

$

23,293

 

 

 

33.4

%

 

$

21,031

 

 

 

33.4

%

Test & Measurement Products

 

 

22,660

 

 

 

74.1

%

 

 

19,592

 

 

 

76.2

%

Corporate

 

 

(220

)

 

not meaningful

 

 

 

(145

)

 

not meaningful

 

Total

 

$

45,733

 

 

 

46.0

%

 

$

40,478

 

 

 

46.1

%

The gross profit percentage was 46.0% for the year ended December 31, 2022, a decrease of 0.1% compared to 2021. The slight decrease in the gross profit percentage is attributable to the lower gross profit for test & measurement products in 2022 compared to 2021. The gross profit percentage for test & measurement decreased by 2.1% in 2022 compared to 2021 due to customer mix and with higher costs for electronic components. The gross profit percentage for antennas and Industrial IoT devices was unchanged in 2022 compared to 2021.

CONSOLIDATED OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

% of Revenues

 

 

 

2022

 

 

Change

 

 

2021

 

 

2022

 

 

2021

 

Research and development

 

$

12,833

 

 

$

(525

)

 

$

13,358

 

 

 

12.9

%

 

 

15.2

%

Sales and marketing

 

 

14,747

 

 

 

1,420

 

 

 

13,327

 

 

 

14.8

%

 

 

15.2

%

General and administrative

 

 

14,517

 

 

 

2,073

 

 

 

12,444

 

 

 

14.6

%

 

 

14.2

%

Amortization of intangible assets

 

 

263

 

 

 

53

 

 

 

210

 

 

 

0.3

%

 

 

0.2

%

Restructuring expenses

 

 

1,309

 

 

 

409

 

 

 

900

 

 

 

1.3

%

 

 

1.0

%

 

 

$

43,669

 

 

$

3,430

 

 

$

40,239

 

 

 

43.9

%

 

 

45.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses decreased by $0.5 million from 2021 to 2022 primarily due to the closure of our Beijing engineering design center in the fourth quarter 2021, offset by higher expenses for incentive compensation. Payroll expense, excluding incentive compensation, was lower by $0.4 million for the year ended and professional service expenses were lower by $0.2 million for the year ended December 31, 2022. Incentive compensation expenses were $0.4 million higher in the year ended December 31, 2022 compared to the prior year. We had 48 and 58 full-time equivalent employees in research and development at December 31, 2022 and 2021, respectively.

Sales and marketing expenses include costs associated with the sales and marketing employees, sales representatives, product line management, and other direct marketing expenses. Sales and marketing expenses increased by approximately $1.4 million from 2021 to 2022 due to higher employee sales commissions, employee payroll and related costs, marketing costs and travel expenses. Employee sales commissions were higher by $0.2 million due to the higher achievement of sales quotas in 2022 compared to 2021. Salaries and related benefits were higher by $0.2 million primarily due to salary increases but also due to a full year of payroll expense for employees hired during 2021. With COVID travel restrictions lifted for all of 2022, travel expense increased by $0.4 million. Expenses for incentive compensation other than sales commissions were $0.4 million higher in 2022 due to meeting financial targets of the plan. We had 52 and 54 full-time equivalent employees in sales and marketing at December 31, 2022 and 2021, respectively.

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 increased by $2.1 million from 2021 to 2022 due to higher employee and payroll costs, incentive compensation expenses, and stock compensation expenses. For the year ended December 31, 2022, incentive compensation expenses were higher by $0.7 million, payroll expense was higher by $0.8 million, and stock compensation expenses were higher by $0.9 million compared to the prior year offset by a reduction in professional services of $0.4 million. The increase in payroll expense was primarily severance costs. We had 31 and 36 full-time equivalent employees in general and administrative functions at December 31, 2022 and 2021, respectively.

Amortization of intangible assets within operating expenses was approximately $0.3 million and $0.2 million for the years ended December 31, 2022 and 2021, respectively. The increase in amortization expense in 2022 compared to 2021 was due to having a full year of amortization for the intangible assets recorded as part of the acquisition of Smarteq in April 2021.

Restructuring expenses of $1.3 million in 2022 consisted primarily of employee severance and payroll related costs associated with the termination of 78 employees in Tianjin, China as a result of the transitioning of manufacturing from our Tianjin, China facility to contract manufacturers and our Bloomingdale, Illinois facility.

17


The restructuring expense of`$0.9 million for the year ended December 31, 2021 consisted of employee severance and related costs associated with the termination of 16 employees in Tianjin, China related to the transition of manufacturing from our Tianjin, China facility to contract manufacturers and our Bloomingdale, Illinois facility and separation of 14 employees from our Beijing office who had primarily been engaged in engineering.

See Note 5 to the financial statements for additional information related to the Tianjin, China restructuring.

OPERATING PROFIT

 

 

2022

 

 

% of Revenues

 

 

2021

 

 

% of Revenues

 

Total

 

$

2,064

 

 

 

2.1

%

 

$

239

 

 

 

0.3

%

Total operating profit increased $1.8 million for the year ended December 31, 2022 compared to 2021 as higher gross profit from increased revenue offset higher operating expenses.

OTHER INCOME (EXPENSE), NET

 

 

2022

 

 

2021

 

Interest income

 

$

257

 

 

$

75

 

Foreign exchange gains (losses)

 

 

162

 

 

 

(107

)

Other, net

 

 

12

 

 

 

(15

)

 

 

$

431

 

 

$

(47

)

Percentage of revenues

 

 

0.4

%

 

 

-0.1

%

Other income (expense), net consists of interest income, foreign exchange gains (losses), and interest expense. For the year ended December 31, 2022, interest income increased by $0.2 million due to higher average interest rates. Foreign exchange gains during the year ended December 31, 2022 and foreign exchange losses during the year ended December 31, 2021 were primarily related to fluctuation in the Chinese Yuan and Swedish Krona compared to the U.S. dollar.

(BENEFIT) EXPENSE FOR INCOME TAXES

 

 

2021

 

 

2021

 

(Benefit) expense for income taxes

 

$

(374

)

 

$

39

 

Effective tax rate

 

 

-15.0

%

 

 

20.3

%

The effective tax rate for the year ended December 31, 2022 was lower than the statutory rate of 21.0% by approximately 36% primarily due to the partial release of our valuation allowance in Sweden.

In accordance with ASC 740 “Accounting for Income Taxes” (“ASC 740”), we evaluate our deferred income tax assets quarterly to determine if valuation allowances are required or should be adjusted. ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard of whether the deferred tax assets will be realized. Our net deferred tax assets consist of assets related to net operating losses and credits as well as assets related to timing differences.

While we recorded pretax book income for both 2022 and 2021 and we believe our financial outlook remains positive, because of difficulties with forecasting financial results historically, and due to the continued uncertainties in economic conditions (including those driven by the ongoing conflict between Russia and Ukraine and the COVID-19 pandemic), we maintained a full valuation allowance on our US and China deferred tax assets at December 31, 2022. Our performance versus our 2021 and 2022 projections is considered significant negative evidence that is difficult to overcome on a “more likely than not” standard through objectively verifiable data. While we believe our financial outlook remains positive, under the accounting standards, objective verifiable evidence will have greater weight than subjective evidence such as our projections for future growth. Based on an evaluation in accordance with the accounting standards, as of December 31, 2022, we maintained a full valuation allowance on our deferred tax assets in our U.S. and China tax jurisdictions to measure the deferred tax assets that are more likely than not to be realized based on the weight of all the available evidence.

Until an appropriate level of profitability is attained, we expect to maintain a full valuation allowance on our net deferred tax assets in the US and China. Any U.S. or China tax benefits or tax expense recorded on our Consolidated Statement of Income will be offset with a corresponding valuation allowance until such time that we change our determination related to the realization of deferred tax assets. If we change our determination as to the amount of deferred tax assets that can be realized, we will adjust the valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

18


Smarteq had positive book and taxable income for 2021 and 2022. Smarteq's results exceeded projections and Smarteq's backlog at December 31, 2022 was higher than at December 31, 2021. These facts are considered significant positive evidence, and as such the Company recognized $0.8 million related to the partial release of its valuation allowance for Smarteq Wireless. We released approximately 50% of the valuation allowance for the Swedish deferred tax assets.

The analysis that we prepared to determine the valuation allowance required significant judgment and assumptions regarding future market conditions as well as forecasts for profits, taxable income, and taxable income by jurisdiction. Due to the sensitivity of the analysis, changes to the assumptions in subsequent periods could have a material effect on the valuation allowance.

See Note 6 of the consolidated financial statements for more information on income taxes.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2022, our cash, cash equivalents, and short-term investments were approximately $30.0 million, and we had working capital of approximately $52.4 million. Our cash included $2.7 million held in China bank accounts and $1.9 million held in Swedish bank accounts. The cash in China is currently considered permanently reinvested, but we will incur a local withholding tax rate of 10% if the funds are repatriated. Our primary source of liquidity is cash provided by operations and a significant balance of cash, with short term swings in liquidity supported by short-term investments. The balance has fluctuated with cash from operations, acquisitions and divestitures, 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. In periods of expansion, we expect to use cash from our balance sheet.

Within investing activities, capital spending historically ranges between 2.0% and 4.0% of our revenues and the primary use of capital is for manufacturing and engineering development requirements. Our capital expenditures during the year ended December 31, 2022 were approximately 0.8% of revenues because our engineering and operational teams required a lower capital spend. The Company did not restrict capital spending in 2022.

We historically have significant transfers between investments and cash as we rotate large cash balances and short-term investment balances between money market funds, which are accounted for as cash equivalents, and other investments. We have a history of supplementing our organic revenue growth with acquisitions of product lines or companies, resulting in significant uses of our cash and short-term investment 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 acquisition activity to continue in the future.

Within financing activities, we are a net user of funds. We have historically used funds for quarterly dividends and generated funds from the proceeds from the issuance of common stock through our Employee Stock Purchase Plan (“ESPP”). We also periodically repurchase shares of our common stock through share repurchase programs.

We believe that cash generated by operating activities, our short-term investment balances, and cash on our balance sheet will be sufficient to support our operations for the next 12 months, including dividend payments and capital expenditures.

The following table is a summary of cash flow activity for the years ended December 31, 2022 and 2021:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Net cash flow provided by (used in):

 

 

 

 

 

 

Operating activities

 

$

4,148

 

 

$

5,673

 

Investing activities

 

$

(501

)

 

$

4,053

 

Financing activities

 

$

(3,751

)

 

$

(7,246

)

Net (decrease) increase in cash and cash equivalents

 

$

(104

)

 

$

2,480

 

Operating Activities:

We generated $4.1 million of cash from operating activities during the year ended December 31, 2022. The cash from operating activities includes net income of $2.9 million, an add-back of $6.9 million for non-cash expenses, and negative net changes in operating assets and liabilities of $5.7 million. We had a net use of cash from balance sheet as increases in inventories and accounts receivable and a decrease in accounts payables offsetting higher accrued liabilities. Inventories increased by $5.5 million to ease supply chain constraints for both product lines and with customer delays with certain customers for antennas and Industrial IoT devices. Accounts receivable increased by $0.3 million based on mix of customer payment terms. Accrued liabilities increased by $1.1 million with higher accruals for incentive compensation at year end 2022 compared to year end 2021.

19


We generated $5.7 million of funds from operating activities during the year ended December 31, 2021. The cash from operating activities included net income of $153, an add-back of $6.6 million for non-cash expenses, and negative net changes in operating assets and liabilities of $1.1 million. The balance sheet used cash because of increased working capital due to higher inventories and accounts receivable balances offsetting higher accrued liabilities. Inventories increased by $2.5 million due to support higher revenues for antennas and to ease supply chain constraints for both product lines. Accounts receivable increased by $0.9 million because revenues were higher in the fourth quarter 2021 compared to the fourth quarter 2020. Accrued liabilities increased by $1.4 million due to accruals for restructuring expenses and higher accruals for incentive compensation in the fourth quarter 2021 compared to the fourth quarter 2020.

Investing Activities:

Our investing activities used $0.5 million of cash during the year ended December 31, 2022. Redemptions and maturities of our short-term investments during the year provided $26.3 million in cash and we rotated $26.0 million of cash into new short-term and long-term investments. We used $0.8 million of cash for capital expenditures during the year ended December 31, 2022.

Our investing activities generated $4.1 million of cash during the year ended December 31, 2021. Redemptions and maturities of our short-term investments during the year provided $38.6 million in cash and we rotated $25.9 million of cash into new short-term and long-term investments. We used $6.3 million, net of cash acquired, for the purchase of Smarteq in April 2021 and we used $3.2 million of cash for capital expenditures during the year ended December 31, 2021.

Financing Activities:

We used $3.8 million of cash for financing activities during the year ended December 31, 2022. During 2022, we used $4.1 million for cash dividends paid quarterly and $0.4 million for payroll taxes related to stock-based compensation, the latter of which, related to common stock issued in connection with the vesting of restricted stock awards. We received $0.8 million in proceeds from the purchase of shares through our ESPP in 2022.

We used $7.2 million of cash for financing activities during the year ended December 31, 2021. We completed our share repurchase programs in September 2021, and we used $3.2 million for such repurchases during 2021. During 2021, we used $4.0 million for cash dividends paid quarterly and $0.8 million for payroll taxes related to stock-based compensation, the latter of which, related to common stock issued in connection with the vesting of restricted stock awards. We received $0.8 million in proceeds from the purchase of shares through our ESPP in 2021.

Material Cash Requirements

Our material cash requirements from known contractual and other obligations primarily relate to non-cancelable purchase obligations. Expected timing of those payments are as follows:

 

 

 

Payments Due by Period

 

 

 

 

 

 

 

Less than

 

 

 

 

 

 

 

 

After

 

 

 

 

Total

 

 

1 year

 

 

1-3 years

 

 

4-5 years

 

 

5 years

 

Purchase obligations

 

 

$

18,591

 

 

$

18,497

 

 

$

93

 

 

$

1

 

 

$

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Critical Accounting 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.

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 enough 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 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.

20


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 may consider qualitative factors that would indicate possible impairment. A quantitative fair value assessment is performed at the reporting unit level. 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 the income approach based on the present value of future discounted cash flows. 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. 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.

Recent Accounting Pronouncements

See Note 1 to the consolidated financial statements for a discussion of recent accounting pronouncements.

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 and investments in U.S. government agency bonds, certificates of deposits, or A- 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 change in interest income earned through maturity on investments held at December 31, 2022. We do not hold or issue derivatives, derivative commodity instruments or other financial instruments for trading purposes.

Foreign Currency Risk

Cross-border transactions, both with external parties and with our intercompany relationships, result in increased exposure to foreign exchange effects. We are exposed to currency risk with the Chinese yuan due to our operations and contract manufacturers in China and with the Swedish krona due to operations of our subsidiary, Smarteq, in Sweden. Fluctuations with these foreign currencies against the U.S. dollar could have an adverse effect on our results of operations and cash flows. We manage certain operating activities at the local level with revenues, costs, assets, and liabilities generally being denominated in local currencies. However, our results of operations and assets and liabilities are reported in U.S. dollars and thus will fluctuate with changes in exchange rates between such local currencies and the U.S. dollar. For the year ended December 31, 2022, approximately 11% of revenue and 12% of expenses were transacted in foreign currencies as compared to 9% and 21%, respectively for the year ended December 31, 2021. Smarteq revenues and expenses are primarily transacted in Swedish krona but are also transacted in euros and U.S. dollars.

We had $4.5 million of cash in foreign bank accounts on December 31, 2022. As of December 31, 2022, we had no intention of repatriating cash in our foreign bank accounts. If we decide to repatriate the cash in these foreign bank accounts, the process may be time-consuming and expensive. 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 primarily 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

21


credit losses are recorded as sales and marketing expense in the consolidated statements of income. We perform ongoing evaluations of customers' credit limits and financial condition. We do not require collateral from customers, but for some customers we do require partial or full prepayments. See Note 1 to the consolidated financial statements for additional information on credit losses.

The following table represents customers that accounted for 10% or more of total trade accounts receivable on December 31, 2022 and 2021. The increase in accounts receivable balances for the customers in the table is a result of increased in revenue compared to 2021.

 

 

As of December 31,

Trade Accounts Receivable

 

2022

 

2021

Customer A

 

12%

 

5%

Customer C

 

12%

 

9%

Customer D

 

11%

 

6%

22


Item 8: Financial Statements and Supplementary Data

PCTEL, INC.

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page

Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)

24

Consolidated Balance Sheets as of December 31, 2022 and 2021

27

Consolidated Statements of Income for the years ended December 31, 2022, and 2021

28

Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, and 2021

29

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2022, and 2021

30

Consolidated Statements of Cash Flows for the years ended December 31, 2022, and 2021

31

Notes to the Consolidated Financial Statements

32

23


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

PCTEL, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of PCTEL, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years then ended,and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion,the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, 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 16, 2023 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures included examining, on a test basis,evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole,and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Deferred Tax Asset Valuation Allowance - United States

As described further in Note 6, the Company’s deferred tax asset valuation allowance for all tax jurisdictions was $14.3 million as of December 31, 2022. The Company’s deferred tax asset valuation allowance was $12.0 million for the United States tax jurisdiction as of December 31, 2022. The Company’s deferred tax assets consists of federal and state net operating losses, credits, and timing differences. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. This evaluation requires significant judgment and assumptions. We identified the deferred tax asset valuation allowance for the United States tax jurisdiction as a critical audit matter.

The principal considerations for our determination that the deferred tax asset valuation allowance for the United States tax jurisdiction is a critical audit matter are that the Company’s evaluation of the recoverability of deferred tax assets and the need for a valuation allowance involved a high degree of auditor judgment due to the significant estimates made by management. In particular, the evaluation of the recoverability of deferred tax assets and the need for a valuation allowance was sensitive to assumptions regarding forecasts for profits and taxable income.

Our audit procedures related to the deferred tax asset valuation allowance for the United States tax jurisdiction included the following, among others. We tested the assumptions regarding forecasts for profits and taxable income by assessing the reasonableness of those forecasts compared to forecasted industry trends and the Company’s historical results for the United States tax jurisdiction, including those results against the irrespective historical forecasts.

24


We also performed a sensitivity analysis on the Company’s assumptions regarding forecasts for profits and taxable income and evaluated the impact of those changes on the evaluation of the recoverability of deferred tax assets and the need for a valuation allowance. With the assistance of our tax specialists, we evaluated the reasonableness of maintaining a full valuation allowance on the Company’s United States deferred tax assets with respect to the recoverability and utilization of net operating losses, tax credits and assets related to timing differences.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2006.

Chicago, Illinois

March 16, 2023

25


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

PCTEL, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of PCTEL, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion,the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, 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) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our report dated March 16, 2023 expressed an unqualified opinion on those financial statements.

Basis for opinion

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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. 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.

Definition and limitations of internal control over financial reporting

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.

/s/ GRANT THORNTON LLP

Chicago, Illinois

March 16, 2023

26


PCTEL, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,736

 

 

$

8,192

 

Short-term investment securities

 

 

22,254

 

 

 

22,562

 

Accounts receivable, net of allowances of $132 and $64 at December 31, 2022 and

 

 

 

 

 

 

December 31, 2021, respectively

 

 

18,853

 

 

 

18,905

 

Inventories, net

 

 

18,918

 

 

 

13,691

 

Prepaid expenses and other assets

 

 

1,861

 

 

 

1,747

 

Total current assets

 

 

69,622

 

 

 

65,097

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

10,004

 

 

 

11,949

 

Goodwill

 

 

5,935

 

 

 

6,334

 

Intangible assets, net

 

 

1,045

 

 

 

1,579

 

Other noncurrent assets

 

 

3,269

 

 

 

2,438

 

TOTAL ASSETS

 

$

89,875

 

 

$

87,397

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Accounts payable

 

$

4,648

 

 

$

5,360

 

Accrued liabilities

 

 

12,605

 

 

 

11,117

 

Total current liabilities

 

 

17,253

 

 

 

16,477

 

Long-term liabilities

 

 

3,624

 

 

 

3,999

 

Total liabilities

 

 

20,877

 

 

 

20,476

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.001 par value, 50,000,000 shares authorized at

 

 

 

 

 

 

December 31, 2022 and December 31, 2021, and 18,748,529 and 18,238,030

 

 

 

 

 

 

shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

 

 

19

 

 

 

18

 

Additional paid-in capital

 

 

128,370

 

 

 

123,998

 

Accumulated deficit

 

 

(57,941

)

 

 

(56,735

)

Accumulated other comprehensive loss

 

 

(1,450

)

 

 

(360

)

Total stockholders’ equity

 

 

68,998

 

 

 

66,921

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

89,875

 

 

$

87,397

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

27


PCTEL, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

REVENUES

 

$

99,428

 

 

$

87,807

 

COST OF REVENUES

 

 

53,695

 

 

 

47,329

 

GROSS PROFIT

 

 

45,733

 

 

 

40,478

 

OPERATING EXPENSES:

 

 

 

 

 

 

      Research and development

 

 

12,833

 

 

 

13,358

 

      Sales and marketing

 

 

14,747

 

 

 

13,327

 

      General and administrative

 

 

14,517

 

 

 

12,444

 

      Amortization of intangible assets

 

 

263

 

 

 

210

 

      Restructuring expenses

 

 

1,309

 

 

 

900

 

 Total operating expenses

 

 

43,669

 

 

 

40,239

 

OPERATING INCOME

 

 

2,064

 

 

 

239

 

Other income (expense), net

 

 

431

 

 

 

(47

)

INCOME BEFORE INCOME TAXES

 

 

2,495

 

 

 

192

 

(Benefit) expense for income taxes

 

 

(374

)

 

 

39

 

NET INCOME

 

$

2,869

 

 

$

153

 

 

 

 

 

 

 

 

Net Income per Share:

 

 

 

 

 

 

Basic

 

$

0.16

 

 

$

0.01

 

Diluted

 

$

0.15

 

 

$

0.01

 

 

 

 

 

 

 

 

Weighted Average Shares:

 

 

 

 

 

 

Basic

 

 

18,150

 

 

 

18,017

 

Diluted

 

 

18,529

 

 

 

18,122

 

 

 

 

 

 

 

 

Cash dividend per share

 

$

0.22

 

 

$

0.22

 

The accompanying notes are an integral part of these consolidated financial statements.

28


PCTEL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands, except per share data)

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

NET INCOME

 

$

2,869

 

 

$

153

 

OTHER COMPREHENSIVE LOSS

 

 

 

 

 

 

      Foreign currency translation adjustments

 

 

(1,090

)

 

 

(378

)

COMPREHENSIVE INCOME (LOSS)

 

$

1,779

 

 

$

(225

)

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

29


PCTEL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

 

 

 

Additional

 

 

 

 

 

Comprehensive

 

 

Stockholders'

 

 

 

Common

 

 

Paid-In

 

 

Retained

 

 

Income

 

 

Equity of

 

 

 

Stock

 

 

Capital

 

 

Deficit

 

 

(Loss)

 

 

PCTEL, Inc.

 

BALANCE at JANUARY 1, 2021

 

$

18

 

 

$

128,250

 

 

$

(56,888

)

 

$

18

 

 

$

71,398

 

Stock-based compensation expense

 

 

1

 

 

 

2,920

 

 

 

0

 

 

 

0

 

 

 

2,921

 

Issuance of shares for stock purchase and option plans

 

 

0

 

 

 

840

 

 

 

0

 

 

 

0

 

 

 

840

 

Cancellation of shares for payment of withholding tax

 

 

0

 

 

 

(786

)

 

 

0

 

 

 

0

 

 

 

(786

)

Repurchase of common stock

 

 

(1

)

 

 

(3,192

)

 

 

0

 

 

 

0

 

 

 

(3,193

)

Dividends paid ($0.22 per share)

 

 

0

 

 

 

(4,034

)

 

 

0

 

 

 

0

 

 

 

(4,034

)

Net income

 

 

0

 

 

 

0

 

 

 

153

 

 

 

0

 

 

 

153

 

Change in cumulative translation adjustment, net

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(378

)

 

 

(378

)

BALANCE at DECEMBER 31, 2021

 

$

18

 

 

$

123,998

 

 

$

(56,735

)

 

$

(360

)

 

$

66,921

 

Stock-based compensation expense

 

 

1

 

 

 

3,987

 

 

 

0

 

 

 

0

 

 

 

3,988

 

Issuance of shares for stock purchase and option plans

 

 

0

 

 

 

797

 

 

 

0

 

 

 

0

 

 

 

797

 

Cancellation of shares for payment of withholding tax

 

 

0

 

 

 

(412

)

 

 

0

 

 

 

0

 

 

 

(412

)

Dividends paid ($0.22 per share)

 

 

0

 

 

 

0

 

 

 

(4,075

)

 

 

0

 

 

 

(4,075

)

Net income

 

 

0

 

 

 

0

 

 

 

2,869

 

 

 

0

 

 

 

2,869

 

Change in cumulative translation adjustment, net

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(1,090

)

 

 

(1,090

)

BALANCE at DECEMBER 31, 2022

 

$

19

 

 

$

128,370

 

 

$

(57,941

)

 

$

(1,450

)

 

$

68,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

30


PCTEL, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

 

Years Ended December 31,

 

 

2022

 

 

2021

 

Operating Activities:

 

 

 

 

 

Net income from continuing operations

$

2,869

 

 

$

153

 

  Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

    Depreciation

 

2,811

 

 

 

3,027

 

    Intangible asset amortization

 

336

 

 

 

267

 

    Stock-based compensation

 

3,988

 

 

 

2,921

 

    Loss on disposal/sale of property and equipment

 

1

 

 

 

113

 

    Restructuring costs

 

(291

)

 

 

353

 

    Bad debt provision

 

85

 

 

 

(44

)

  Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

    Accounts receivable

 

(275

)

 

 

(896

)

    Inventories

 

(5,533

)

 

 

(2,481

)

    Prepaid expenses and other assets

 

153

 

 

 

531

 

    Deferred tax assets

 

(909

)

 

 

0

 

    Accounts payable

 

(605

)

 

 

14

 

    Income taxes payable

 

430

 

 

 

3

 

    Other accrued liabilities

 

1,127

 

 

 

1,417

 

    Deferred revenue

 

(39

)

 

 

295

 

      Net cash provided by operating activities

 

4,148

 

 

 

5,673

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

  Capital expenditures

 

(809

)

 

 

(2,330

)

  Purchase of investments

 

(25,993

)

 

 

(25,928

)

  Redemptions/maturities of short-term investments

 

26,301

 

 

 

38,588

 

  Cash paid for acquisition, net of cash acquired

 

0

 

 

 

(6,277

)

      Net cash (used in) provided by investing activities

 

(501

)

 

 

4,053

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

  Proceeds from issuance of common stock

 

797

 

 

 

840

 

  Payment of withholding tax on stock-based compensation

 

(412

)

 

 

(786

)

  Principle payments on finance leases

 

(61

)

 

 

(73

)

  Purchase of common stock from repurchase program

 

0

 

 

 

(3,193

)

  Cash dividends

 

(4,075

)

 

 

(4,034

)

    Net cash used in financing activities

 

(3,751

)

 

 

(7,246

)

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(104

)

 

 

2,480

 

Effect of exchange rate changes on cash

 

(352

)

 

 

(49

)

Cash and cash equivalents, beginning of year

 

8,192

 

 

 

5,761

 

Cash and Cash Equivalents, End of Year

$

7,736

 

 

$

8,192

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

  Cash paid for income taxes

$

40

 

 

$

30

 

  Cash paid for interest

$

5

 

 

$

7

 

Non-cash investing and financing information:

 

 

 

 

 

  (Decreases) increases to additional paid-in capital related to restricted stock

$

(90

)

 

$

88

 

  Issuance of restricted common stock, net of cancellations

$

967

 

 

$

575

 

  Recognition of ROU assets under operating leases

$

287

 

 

$

245

 

  Recognition of ROU assets under finance leases

$

32

 

 

$

63

 

The accompanying notes are an integral part of these consolidated financial statements.

31


PCTEL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Year Ended: December 31, 2021

(in thousands, except share data and numbers disclosed in millions)

1. Organization and Summary of Significant Accounting Policies

Nature of Operations

PCTEL, Inc. (the “Company”) was incorporated in California in 1994 and reincorporated in Delaware in 1998. The Company is a leading global provider of wireless technology, including purpose-built Industrial IoT devices, antenna systems, and test and measurement solutions. We solve complex wireless challenges to help organizations stay connected, transform, and grow and we have expertise in RF, digital and mechanical engineering. We have two businesses (antennas & Industrial IoT devices and test & measurement products).

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. Additional information about our Company can be obtained on our website; however, the information within, or that can be accessed through, our website, is not part of this report.

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). All intercompany accounts and transactions have been eliminated.

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 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 income. For the year ended December 31, 2022, approximately 11% of revenue and 12% of expenses were transacted in foreign currencies as compared to 9% and 21% for the year ended December 31, 2021. For the year ended December 31, 2022, foreign currency transactions resulted in foreign exchange gains of $0.2 million and for the year ended December 31, 2021, foreign currency transactions resulted in foreign exchange losses of $0.1 million. Foreign exchange gains and losses are recorded in other income in the consolidated statement of income.

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.

32


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.

Cash and Cash Equivalents and Investments

The Company’s cash and cash equivalents and investments consist of the following:

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Cash

 

$

5,780

 

 

$

6,789

 

Cash equivalents

 

 

1,956

 

 

 

1,403

 

Short-term investments

 

 

22,254

 

 

 

22,562

 

 

 

$

29,990

 

 

$

30,754

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

On December 31, 2022 and 2021, cash and cash equivalents included bank balances and investments with original maturities less than 90 days. On December 31, 2022 and 2021, 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 limit of $250.

The Company's cash and cash equivalents in foreign bank accounts consist of the following:

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

China

 

$

2,672

 

 

$

2,800

 

Sweden

 

 

1,868

 

 

 

1,004

 

France

 

 

0

 

 

 

105

 

 

 

$

4,540

 

 

$

3,909

 

 

 

 

 

 

 

 

The Company’s cash in these foreign bank accounts is not insured. As of December 31, 2022, 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 have trouble doing so in a timely manner. The Company may also be exposed to foreign currency fluctuations and taxes if it repatriates these funds.

Investments

On December 31, 2022 and 2021, the Company’s short-term investments consisted of BBB or higher rated corporate bonds and certificates of deposit. All the investments on December 31, 2022 and 2021 were classified as held-to-maturity. The bonds and certificates of deposit classified as short-term investments have original maturities greater than 90 days and mature within one year and the bonds and certificates of deposit classified as long-term investments have maturities greater than one year but less than two years. The Company’s bond investments are recorded at the purchase price and carried at amortized cost.

33


Cash equivalents and Level 1 and Level 2 investments measured at fair value were as follows:

 

 

December 31, 2022

 

 

December 31, 2021

 

 

 

Level 1

 

 

Level 2

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Total

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

0

 

 

$

0

 

 

$

0

 

 

$

-

 

 

$

0

 

 

$

0

 

Money market funds

 

 

1,956

 

 

 

0

 

 

 

1,956

 

 

 

1,403

 

 

 

0

 

 

 

1,403

 

Total Cash Equivalents

 

$

1,956

 

 

$

0

 

 

$

1,956

 

 

$

1,403

 

 

$

0

 

 

$

1,403

 

Short-Term Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

0

 

 

$

21,145

 

 

$

21,145

 

 

$

0

 

 

$

19,659

 

 

$

19,659

 

Certificates of deposit

 

 

1,109

 

 

 

0

 

 

 

1,109

 

 

 

2,903

 

 

 

0

 

 

 

2,903

 

Total Short-Term Investments

 

$

1,109

 

 

$

21,145

 

 

$

22,254

 

 

$

2,903

 

 

$

19,659

 

 

$

22,562

 

Cash equivalents and Investments - book value

 

$

3,065

 

 

$

21,145

 

 

$

24,210

 

 

$

4,306

 

 

$

19,659

 

 

$

23,965

 

Unrealized (losses) gains

 

$

0

 

 

$

(59

)

 

$

(59

)

 

$

1

 

 

$

(2

)

 

$

(1

)

Cash equivalents and Investments - fair value

 

$

3,065

 

 

$

21,086

 

 

$

24,151

 

 

$

4,307

 

 

$

19,657

 

 

$

23,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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. There were no Level 3 investments on December 31, 2022 or 2021. The fair values in the table above reflect net unrealized losses of $59 and $1 on December 31, 2022 and December 31, 2021, respectively.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded at invoiced amount with standard net terms for most customers that range between 30 and 90 days. The Company extends credit to its customers based on an evaluation of the customer’s financial condition and collateral is generally not required. The Company records allowances for credit losses and credit allowances that reduce the value of accounts receivable to fair value.

The allowances for accounts receivable consisted of the following:

 

December 31, 2022

 

December 31, 2021

 

Credit loss provision

$

92

 

$

26

 

Credit allowances

 

40

 

 

38

 

Total allowances

$

132

 

$

64

 

 

 

 

 

 

The Company is exposed to credit losses primarily through the sale of products. The Company’s expected loss methodology for accounts receivable is developed using historical collection experience, current and future economic market conditions, and a review of the current status of customers’ trade accounts receivable. Due to the short-term nature of accounts receivable, the estimate of amount of accounts receivable that may not be collected is based on aging of the account receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for balances with customers that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible. The Company’s allowance for credit losses was $92 at December 31, 2022 and $26 at December 31, 2021.

The following table summarizes the allowance for credit losses for the years ended December 31, 2022 and December 31, 2021:

 

December 31, 2022

 

December 31, 2021

 

Beginning Balance

$

26

 

$

66

 

Current period reserve (benefit) for credit losses

 

66

 

 

(40

)

Ending Balance

$

92

 

$

26

 

Inventories

34


Inventories are stated at the lower of cost or net realizable value and include material, labor and overhead costs using the first-in, first-out method of costing. Inventories as of December 31, 2022 and 2021 were composed of raw materials, work-in-process, and finished goods. The Company had consigned inventory of $0.2 million and $0.4 million as of at December 31, 2022 and 2021, 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 the Company’s estimate of inventory more than normal and planned usage. Obsolete reserves are based on the Company’s identification of inventory where carrying value is above net realizable value. The allowance for inventory losses was $3.1 million and $4.1 million as of December 31, 2022 and 2021, respectively.

Inventories consisted of the following:

 

 

December 31,
2022

 

 

December 31,
2021

 

Raw materials

 

$

9,064

 

 

$

6,171

 

Work in process

 

 

1,076

 

 

 

690

 

Finished goods

 

 

8,778

 

 

 

6,830

 

Inventories, net

 

$

18,918

 

 

$

13,691

 

 

 

 

 

 

 

 

Prepaid and Other Current Assets

Prepaid assets are stated at cost and are amortized over the useful lives (up to one year) of the assets.

Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. The Company depreciates computer equipment and software licenses 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 income. Maintenance and repairs are expensed as incurred.

Property and equipment consisted of the following:

 

 

December 31,
2022

 

 

December 31,
2021

 

Building

 

$

6,922

 

 

$

6,892

 

Computers and office equipment

 

 

10,217

 

 

 

10,604

 

Manufacturing and test equipment

 

 

14,661

 

 

 

16,305

 

Furniture and fixtures

 

 

1,475

 

 

 

1,455

 

Leasehold improvements

 

 

1,965

 

 

 

3,021

 

Motor vehicles

 

 

20

 

 

 

20

 

Total property and equipment

 

 

35,260

 

 

 

38,297

 

Less: Accumulated depreciation and amortization

 

 

(27,026

)

 

 

(28,118

)

Land

 

 

1,770

 

 

 

1,770

 

Property and equipment, net

 

$

10,004

 

 

$

11,949

 

Depreciation and amortization expense was approximately $2.8 million and $3.0 million for the years ended December 31, 2022 and 2021, respectively.

35


Liabilities

Accrued liabilities consisted of the following:

 

 

December 31,
2022

 

 

December 31,
2021

 

Payroll and other employee benefits

 

$

4,318

 

 

$

2,266

 

Inventory receipts

 

 

3,720

 

 

 

4,302

 

Paid time off

 

 

1,001

 

 

 

1,284

 

Income and sales taxes

 

 

836

 

 

 

415

 

Operating leases

 

 

527

 

 

 

475

 

Deferred revenues

 

 

495

 

 

 

538

 

Professional fees and contractors

 

 

346

 

 

 

233

 

Warranties

 

 

317

 

 

 

257

 

Customer refunds for estimated returns

 

 

235

 

 

 

248

 

Employee stock purchase plan

 

 

232

 

 

 

253

 

Real estate taxes

 

 

158

 

 

 

156

 

Finance leases

 

 

51

 

 

 

62

 

Restructuring

 

 

0

 

 

 

368

 

Other

 

 

369

 

 

 

260

 

Total

 

$

12,605

 

 

$

11,117

 

 

 

 

 

 

 

 

Long-term liabilities consisted of the following:

 

 

December 31,
2022

 

 

December 31,
2021

 

Operating leases

 

$

3,327

 

 

$

3,600

 

Deferred revenue

 

 

181

 

 

 

181

 

Finance leases

 

 

73

 

 

 

92

 

Other

 

 

43

 

 

 

126

 

Total

 

$

3,624

 

 

$

3,999

 

 

 

 

 

 

 

 

Revenue Recognition

The Company sells antennas and Industrial IoT devices and test & measurement products. All the Company’s revenue relates to contracts with customers. The Company’s accounting contracts are from purchase orders or purchase orders combined with purchase agreements. The majority of the Company’s revenue is recognized on a “point-in-time” basis and a nominal amount of revenue is recognized “over time.” The Company satisfies its performance obligations related to the sale of its products generally at the time of shipment, or upon delivery based on the contractual terms with its customers. For products shipped on consignment, the Company recognizes revenue upon customer delivery from the consignment location. For its test & measurement software tools, the Company has a performance obligation to provide software maintenance and support for one year. The Company recognizes revenues for the maintenance and support over this period. The Company recognizes revenue for sales of its products when control 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. See Note 14 for additional information related to revenue policies.

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 $0.2 million and $0.3 million during the year ended December 31, 2022 and December 31, 2021, 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

36


respective tax bases, and deferred tax assets are recognized for net operating losses 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.

The Company recognizes the effect of income tax positions only if those positions are more likely than not to 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.

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 carryforward to future years. Accounting rules 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 had a full valuation allowance for U.S. and China of $13.4 million and a partial valuation allowance for Sweden of $0.9 million at December 31, 2022, and a full valuation allowance for all Company tax jurisdictions of $15.3 million at December 31, 2021. See Note 6 for more information on the deferred tax valuation allowance.

On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security Act” (CARES Act) was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under the CARES Act, the Company deferred the employer portion of social security taxes and applied for a refund of its Alternative Minimum Tax credit. At December 31, 2021 the Company had deferred payroll taxes of $0.2 million. The Company recorded a deferred tax asset for the payroll tax liability that was not deductible for income tax purposes. In December 2022, the remaining deferred payroll taxes were remitted to the taxing authorities.

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 income.

Shipping and Handling Costs

Shipping and handling costs are included on a gross basis in cost of sales in the accompanying consolidated statements of income.

Goodwill

The Company performs an annual impairment test of goodwill as of the end of the first month of the fourth fiscal 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 tests, the Company may consider qualitative factors that would indicate possible impairment. A quantitative fair value assessment is also performed at the reporting unit level. If the fair value exceeds the carrying value, then goodwill is not impaired, and no further testing 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 the income approach based on the present value of future discounted cash flows. 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 Company believes the accounting estimate related to the valuation of goodwill is a critical accounting estimate because it requires the Company 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.

The Company performed its annual goodwill test at October 31, 2022 and at October 31, 2021 for the goodwill of $5.8 million and $6.3 million, respectively. The decrease in goodwill in 2022 was due to foreign currency fluctuations with the Swedish krona. The Company

37


performed both a qualitative analysis of goodwill and a quantitative analysis. There were no triggering events during the year, and the fair value of the reporting unit was higher than its carrying value in the quantitative analysis. Based on the Company’s analysis, there was no impairment of goodwill as of the testing dates because the fair value of the reporting unit exceeded its carrying value by a significant margin.

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 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 these items require significant judgment and assumptions. There were no impairments related to long-lived assets used for operations during the years ended December 31, 2022 and 2021.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-14). This new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The changes are effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. The adoption of this standard did not have an impact on our financial statements or the related disclosures.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. Topic 848 was effective upon issuance and generally could be applied through December 31, 2022. The adoption of this standard did not have an impact on our financial statements or the related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if the acquirer had originated the contracts. This ASU should be applied prospectively to business combinations occurring on or after the effective date of the update. This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period, but should be applied to all acquisitions occurring in the annual period of adoption. The adoption of this standard did not have an impact on our financial statements or the related disclosures.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 831): Disclosures by Business Entities about Government Assistance. This Update, which aims to increase transparency of government assistance, require annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model. Under this ASU, an entity is required to disclose (1) the types of assistance, (2) an entity’s accounting for assistance, and (3) the effect of the assistance on entity’s financial statements. This Update is effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. Early adoption was permitted. The Company did not utilize any government assistance programs in 2022 and, as such, the adoption of this ASU did not have an impact on either the financial statements or the related disclosures.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities

Subject to Contractual Sale Restrictions. This update clarifies the guidance in Topic 820 on the fair value measurement of an equity

security that is subject to contractual restrictions that prohibit the sale of the equity security. This update also requires specific disclosures related to such an equity security including (1) the fair value of such equity securities reflected in the balance sheet, (2) the nature and remaining duration of the corresponding restrictions, and (3) any circumstances that could cause a lapse in the restrictions. This ASU is effective for all public business entities in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.

2. Earnings per Share

The Company computes earnings per share data under two different disclosures, basic and diluted, for all periods in which consolidated statements of income are presented. Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding, less shares subject to repurchase. Diluted earnings per share are computed by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding. Common stock equivalents

38


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.

The following table provides a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Basic Income Per Share computation:

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

Net income

 

$

2,869

 

 

$

153

 

Denominator:

 

 

 

 

 

 

Common shares outstanding

 

 

18,150,289

 

 

 

18,017,006

 

Net Income per common share - basic

 

 

 

 

 

 

Net income

 

$

0.16

 

 

$

0.01

 

Diluted Income Per Share computation:

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

Common shares outstanding

 

 

18,150,289

 

 

 

18,017,006

 

Restricted shares subject to vesting

 

 

139,280

 

 

 

104,798

 

Performance related awards

 

 

239,836

 

 

 

0

 

Common stock option grants

 

 

32

 

 

 

0

 

Total shares

 

 

18,529,437

 

 

 

18,121,804

 

Income per common share - diluted

 

 

 

 

 

 

Net income

 

$

0.15

 

 

$

0.01

 

3. Business Combinations

On April 30, 2021, the Company acquired all the outstanding stock of Smarteq Wireless Aktiebolag ("Smarteq"), a Swedish company based in Kista, Sweden, that designs antennas for specialized Industrial IoT and vehicular applications, pursuant to a Sale Purchase Agreement (“SPA”) between PCTEL and Allgon Aktiebolag, a Swedish company and holder of the outstanding stock of Smarteq. Smarteq owned all the outstanding stock of SAS Smarteq France (“Smarteq France”), which engaged in sales of Smarteq products. Smarteq France was merged into Smarteq Wireless Aktiebolag on November 1, 2022.

Pursuant to the SPA, the Company acquired Smarteq for a cash purchase price consisting of SEK 53.0 million plus working capital adjustments of SEK 1.6 million and an adjustment for the net cash at closing of SEK 2.1 million for total cash consideration of SEK 56.8 million ($6.8 million), all of which was provided from PCTEL’s existing cash. The Company believes the acquisition of Smarteq will provide a strong local presence, expertise, and channel partners to accelerate revenue growth in Europe, as well as a complementary portfolio of products for our Industrial IoT and intelligent transportation customers worldwide. The Company has only one segment but reports revenues and gross margin by its two product lines. The results for Smarteq are included with the Company’s antenna and Industrial IoT device product line. The Company applied the provisions of Accounting Standards Codification (ASC) 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. The Company used its best estimates and assumptions where applicable to accurately value assets acquired and liabilities assumed at the acquisition date. The operating results of the acquired business are included in the Company’s Consolidated Financial Statements from the date of the acquisition.

Fair Value of Purchase Consideration:

The following table summarizes the fair value of purchase consideration to acquire Smarteq:

Fair value of purchase consideration

 

 

Cash

$

6,785

 

Working capital adjustment

 

(5

)

Total purchase consideration

$

6,780

 

Purchase Price Allocation:

The Company acquired all of the assets and liabilities of Smarteq, including cash of $0.5 million and debt of $0.1 million.

The following is an allocation of the purchase price as of the April 30, 2021 closing date based upon the fair value of the assets acquired and liabilities assumed by the Company in the acquisition:

39


Purchase Price Allocation:

 

 

Cash

$

503

 

Accounts receivable

 

1,415

 

Prepaid expenses and other assets

 

109

 

Inventories

 

1,286

 

Right of use assets

 

232

 

Property and equipment

 

131

 

Intangible assets

 

1,983

 

Accounts payable

 

(981

)

Accrued liabilities

 

(837

)

Lease liabilities - short-term

 

(102

)

Lease liabilities - long-term

 

(112

)

Debt

 

(91

)

Identifiable assets acquired

$

3,536

 

Goodwill

 

3,244

 

Total purchase price

$

6,780

 

The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:

Finite-lived assets:

 

 

 

 

 

Customer relationships

$

787

 

Trade names

 

639

 

Technology

 

438

 

Other intangible assets

 

119

 

 

$

1,983

 

Intangible Assets:

Useful Life

Customer relationships

5 years

Trade names

5 years

Technology

5 years

Other intangible assets

.5 to 5 years

Assumptions in the Allocations of Purchase Price

The Company prepared the purchase price allocation and in doing so utilized reports of a third-party valuation expert to calculate the fair value of the identifiable intangible assets. Estimates of fair value require management to make significant estimates and assumptions. The goodwill recognized is attributable primarily to the acquired workforce, expected synergies, and other benefits that the Company believes will result from integrating the Smarteq operations with the operations of the Company.

The fair value of the customer relationships was determined using the multi-period excess earnings method (“MPEEM”). MPEEM estimates the value of an intangible asset by quantifying the amount of residual (or excess) cash flows generated by the future customer cash flows, and discounting those cash flows to the present value. Future cash flows for customers were estimated based on forecasted revenue and costs, taking into account the growth rates, customer attrition, and contributory charges. The fair value of the customer backlog was calculated using the present value of the cash flows associated with the acquired backlog.

The fair values of the trade names, developed technology, and exclusive rights were determined using the relief-from-royalty method. The relief-from-royalty method is a specific application of the discounted-cash-flow method, which is a form of the income approach. It is based on the principle that ownership of the intangible asset relieves the owner of the need to pay a royalty to another party in exchange for rights to use the asset. Key assumptions to estimate the hypothetical royalty rate include observable royalty rates, which are royalty rates in negotiated licenses and market-based royalty rates which are royalty rates found in available market data for licenses involving similar assets.

The fair value of covenants not to compete was estimated using the with-or-without method. The with-and-without method estimates the value of an intangible asset by quantifying the loss of economic profits under a hypothetical condition where only the subject intangible

40


does not exist and needs to be re-created. Projected revenues, operating expenses and cash flows are calculated in each "with" and "without" scenario and the difference in the cash flow is discounted to present value.

Inventory was valued at net realizable value. Inventories of $1.3 million include a net positive fair value adjustment of $0.2 million. Finished goods were valued assuming hypothetical revenues adjusted for disposal costs and an adjustment was recorded for the inventory value not expected to be realized. The inventory step-up was calculated based on the net realizable value, on a part-by-part basis, of the inventory on the opening balance sheet. The amortization expense was recorded based on the consumption of those parts.Approximately $0.4 million for the inventory fair step-up was recognized during the period from the acquisition date through December 31, 2021.

The Company assumed gross accounts receivable of $1.4 million. The Company did not have any issue with collectibility. The Company assumed liabilities in the acquisition which primarily consist of accounts payable, accrued employee compensation and certain operating liabilities. The fair value of the liabilities assumed are valued at their cash settlement value.

As part of the acquisition of Smarteq on April 30, 2021, the Company assumed an office lease. The office in Kista, Sweden has 4,080 square feet used for engineering, sales, and administration and the lease term is through July 31, 2023. On the acquisition date, the Company recorded $0.2 million for each of the right-of-use assets and the lease liabilities.

The Company assumed a five-year euro-denominated loan of approximately $0.1 million with an interest rate of 0.57% and due in monthly installments from June 2022 until May 2026. The loan was part of a program from the French Ministry of Economy and Finance to support French businesses during the COVID-19 pandemic. In September 2022, the Company repaid the principal of the loan and all interest due.

The Company recorded net deferred tax assets of $2.4 million, primarily relating to deferred tax assets for net operating losses. The Company also booked a deferred tax asset for inventory reserves and deferred tax liabilities related to intangible asset amortization that is not deductible for income taxes. The Company booked a full valuation allowance against the net deferred tax assets. While the Company expected book and tax profits in 2021 and future periods, Smarteq had recorded a three-year cumulative tax loss. Based on this objective evidence and uncertainty associated with the COVID-19 pandemic, the Company recorded a full valuation allowance on the opening balance sheet. See footnote 6 related to income taxes for information related to deferred tax assets for Smarteq Wireless.

Goodwill recorded in connection with the acquisition was $3.2 million. The Company does not expect to deduct any of the acquired goodwill for tax purposes. The Company recorded $0.3 million of transaction costs for the three months ended June 30, 2021 in general and administrative expenses in the statement of operations. The transaction costs will not be deductible for income tax purposes.

Supplemental pro forma financial information

The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented as if the Smarteq acquisition had occurred as of January 1, 2021:

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Net Revenue - pro forma combined

 

$

99,428

 

 

$

90,514

 

Net Income - pro forma combined

 

 

2,869

 

 

 

203

 

Weighted Average Shares:

 

 

 

 

 

 

Basic

 

 

18,150

 

 

 

18,017

 

Diluted

 

 

18,529

 

 

 

18,122

 

Net Income per Share:

 

 

 

 

 

 

Basic

 

$

0.16

 

 

$

0.01

 

Diluted

 

$

0.15

 

 

$

0.01

 

The following adjustments were included in the unaudited pro forma combined net revenues:

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Net Revenue

 

$

99,428

 

 

$

87,807

 

Add: Net Revenue - acquired business

 

 

0

 

 

 

2,707

 

Net Revenue - pro forma combined

 

$

99,428

 

 

$

90,514

 

The following adjustments were included in the unaudited pro forma combined net income:

41


 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Net Income

 

$

2,869

 

 

$

153

 

Add: Results of operations of acquired business

 

 

0

 

 

 

179

 

Less: pro forma adjustments

 

 

 

 

 

 

Amortization of intangibles

 

 

0

 

 

 

(120

)

Interest income

 

 

0

 

 

 

(9

)

Net Income - pro forma combined

 

$

2,869

 

 

$

203

 

The unaudited pro forma financial information has been adjusted to reflect the amortization expense for acquired intangibles and pro forma interest income. The pro forma data is presented for illustrative purposes only, and the historical results of Smarteq are based on its books and records prior to the acquisition and are not necessarily indicative of the consolidated results of operations of the combined business had the acquisition actually occurred as of January 1, 2021. In addition, future results may vary significantly from the pro forma results reflected herein and should not be relied upon as an indication of the results of future operations of the combined business. The unaudited pro forma financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquired entity.

4. Goodwill and Other Intangible Assets

Goodwill

The change in the carrying amount of goodwill during the year ended December 31, 2022 is as follows:

 

 

Amount

 

Balance at December 31, 2021

 

$

6,334

 

Foreign currency translation

 

 

(399

)

Balance at December 31, 2022

 

$

5,935

 

The Company performs an annual impairment test of goodwill as of the end of the first month of the fourth fiscal quarter (October 31), 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 may consider qualitative factors that would indicate possible impairment. A quantitative fair value assessment is also performed at the reporting unit level. If the fair value exceeds the carrying value, then goodwill is not impaired, and no further testing 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. In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing. The Company considered the current and expected future economic and market conditions, including those related to the COVID-19 pandemic and their impact on each of the reporting units. Further, the Company assessed the current market capitalization and financial forecasts. There were no triggering events during the years ended December 31, 2022 and December 31, 2021. The Company will continue to monitor goodwill for impairment going forward.

Intangible Assets

The Company amortized intangible assets with finite lives on a straight-line basis over the estimated useful lives, which ranged from six months to five years.

The summary of amortization expense in the consolidated statements of income is as follows:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Cost of revenues

 

$

73

 

 

$

57

 

Operating expenses

 

 

263

 

 

 

210

 

Total

 

$

336

 

 

$

267

 

42


The summary of other intangible assets, net is as follows:

 

 

December 31, 2022

 

December 31, 2021

 

 

 

 

Accumulated

 

Net Book

 

 

 

Accumulated

 

Net Book

 

 

Cost

 

Amortization

 

Value

 

Cost

 

Amortization

 

Value

Customer contracts and relationships

 

$17,512

 

$17,091

 

$421

 

$17,609

 

$16,978

 

$631

Patents and technology

 

9,995

 

9,761

 

234

 

10,049

 

9,698

 

351

Trademarks and trade names

 

1,484

 

1,143

 

341

 

1,563

 

1,051

 

512

Other

 

96

 

47

 

49

 

110

 

25

 

85

 

 

$29,087

 

$28,042

 

$1,045

 

$29,331

 

$27,752

 

$1,579

In April 2021, the Company recorded $2.0 million of finite-lived intangible assets for the acquisition of Smarteq, and during the year ended December 31, 2022, the Company recorded amortization expense of $0.3 million and foreign currency translation adjustment of $0.2 million.

The Company amortizes intangible assets with finite lives on a straight-line basis over the estimated useful lives, which range from six months to five years. In the Consolidated Statement of Income, amortization expense was approximately $0.3 million for the years ended December 31, 2022 and 2021. Amortization for technology assets is included in cost of revenues and amortization for all other intangible assets is included in operating expenses. For the years ended December 31, 2022 and 2021, intangible amortization of $0.1 million was included in cost of revenues.

The assigned lives and weighted average amortization periods by intangible asset category are summarized below:

Intangible Assets

Assigned Life

Weighted
Average
Amortization
Period

Customer contracts and relationships

5 years

5.0

Patents and technology

5 years

5.0

Trademarks and trade names

5 years

5.0

Other

.5 to 5 years

3.6

The future amortization expenses are as follows:

Fiscal Year

 

Amount

 

2023

 

$

325

 

2024

 

 

312

 

2025

 

 

306

 

2026

 

 

102

 

2027

 

 

0

 

Total

 

$

1,045

 

5. Restructuring

The following table summarizes the Company’s restructuring accrual activity for the years ended December 31, 2022, and 2021:

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

 

Lease Termination

 

 

Total

 

Balance at January 1, 2021

 

$

0

 

 

$

15

 

 

$

15

 

Restructuring expense

 

 

900

 

 

 

0

 

 

 

900

 

Payments made

 

 

(532

)

 

 

(15

)

 

 

(547

)

Balance at December 31, 2021

 

$

368

 

 

$

0

 

 

$

368

 

Restructuring expense

 

 

1,309

 

 

 

0

 

 

 

1,309

 

Payments made

 

 

(1,677

)

 

 

0

 

 

 

(1,677

)

Balance at December 31, 2022

 

$

0

 

 

$

0

 

 

$

0

 

 

 

 

 

 

 

 

 

 

 

43


The restructuring liability is recorded on the balance sheet in accrued liabilities at December 31, 2022 and 2021.

China Manufacturing

The Company initiated a restructuring plan in 2019 to transition manufacturing from its Tianjin, China facility to contract manufacturers in China and to the Company’s Bloomingdale, Illinois facility due to uncertainties with its Tianjin facility lease and also to optimize the cost structure of the antenna product line and create flexibility in antenna manufacturing. For the year ended December 31, 2021, the Company incurred restructuring expenses of $0.1 million for employee severance and benefits related to the separation of 16 employees. During the first quarter 2022, the Company completed the manufacturing transition, and in April 2022, the Company vacated the Tianjin manufacturing facility and relocated a small team of employees associated with sourcing, quality, and local customer support in a new leased facility in Tianjin, China. For the year ended December 31, 2022, the Company incurred restructuring expenses of $1.3 million for employee severance and benefits related to the separation of 78 employees. Severance costs were paid from the Company’s cash in its China bank accounts. See Note 8 for additional information on the Tianjin lease.

Beijing Restructuring

As a cost saving initiative, the Company separated 14 employees from its Beijing office in November 2021. The terminated positions were primarily related to antenna engineering in addition to office and sales support. The Company incurred restructuring expenses of $0.8 million consisting of employee severance and related employee benefits and for professional fees associated with employee separations. Two former Beijing employees work through a third-party employment agency to provide sales and technical sales support. In January 2022, the Company paid $0.4 million related to severance benefits accrued at December 31, 2021.

6. Income Taxes

The domestic and foreign components of the income (loss) before expense for income taxes were as follows:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Domestic

 

$

2,375

 

 

$

1,359

 

Foreign

 

 

120

 

 

 

(1,167

)

 

 

$

2,495

 

 

$

192

 

 

 

 

 

 

 

 

The expense for income taxes consisted of the following:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Current:

 

 

 

 

 

 

Federal

 

$

41

 

 

$

0

 

State

 

 

440

 

 

 

33

 

Foreign

 

 

(73

)

 

 

6

 

 

 

 

408

 

 

 

39

 

Deferred:

 

 

 

 

 

 

Federal

 

 

0

 

 

 

0

 

State

 

 

0

 

 

 

0

 

Foreign

 

 

(782

)

 

 

0

 

 

 

 

(782

)

 

 

0

 

Total

 

$

(374

)

 

$

39

 

44


A reconciliation of the expense for income taxes at the federal statutory rate compared to the expense at the effective tax rate is as follows:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Statutory federal income tax rate

 

 

21

%

 

 

21

%

State income tax, net of federal benefit

 

 

6

%

 

 

56

%

Tax effect of permanent differences

 

 

2

%

 

 

56

%

Change in valuation allowance

 

 

-25

%

 

 

16

%

Effective state rate change to deferred tax assets

 

 

-2

%

 

 

8

%

Stock-based compensation windfalls

 

 

5

%

 

 

-53

%

Foreign income taxed at different rates

 

 

-14

%

 

 

53

%

Research and development credits

 

 

-18

%

 

 

-134

%

Return to provision adjustments

 

 

10

%

 

 

-3

%

 

 

 

-15

%

 

 

20

%

 

 

 

 

 

 

 

The Company recorded net income tax benefit of $0.4 million for the year ended December 31, 2022. The 2022 effective rate differed from the Federal rate of 21% primarily due to the partial release of the valuation allowance for the Company's Sweden subsidiary. The Company’s valuation allowance is due to the uncertainty regarding the utilization of the deferred tax assets.

The Company recorded net income tax expense of $39 for the year ended December 31, 2021. The 2021 effective rate differed from the Federal rate of 21% primarily because the Company had a full valuation allowance on its deferred tax assets. The Company’s valuation allowance is due to the uncertainty regarding the utilization of the deferred tax assets.

Under the U.S. tax guidelines, a U.S. shareholder of controlled foreign corporations (“CFCs”) is required to include in gross income the amount of its global intangible low-taxed income (“GILTI”). Generally, the GILTI inclusion is the U.S. shareholder’s allocable share of certain income earned through its CFCs (“net CFC tested income”) in excess of a deemed 10% return on the shareholder’s allocable share of certain of the CFC’s depreciable, tangible assets less certain interest expense items (“net deemed tangible income return”). The Company elected to treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the period cost method). The amount included for GILTI did not have a significant impact on the Company’s tax provision for the years ended December 31, 2022 or December 31, 2021.

The Company recognizes all interest and penalties as income tax expense. There was no income tax expense related to interest and penalties for the years ended December 31, 2022 or 2021.

Deferred Taxes

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:

 

 

December 31,

 

 

 

2022

 

 

2021

 

Deferred Tax Assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

4,781

 

 

$

6,874

 

Federal, foreign, and state credits

 

 

3,049

 

 

 

2,666

 

Research and experimental expenditures

 

 

1,783

 

 

 

0

 

Amortization

 

 

1,768

 

 

 

2,346

 

Inventory reserves

 

 

926

 

 

 

1,076

 

Deferred gain

 

 

868

 

 

 

863

 

Stock compensation

 

 

779

 

 

 

498

 

Deferred rent

 

 

435

 

 

 

476

 

Depreciation

 

 

242

 

 

 

0

 

Accrued vacation

 

 

222

 

 

 

276

 

Other

 

 

520

 

 

 

417

 

Gross deferred tax assets

 

 

15,373

 

 

 

15,492

 

Valuation allowance

 

 

(14,275

)

 

 

(15,258

)

Net deferred tax asset

 

 

1,098

 

 

 

234

 

Deferred Tax Liabilities:

 

 

 

 

 

 

Amortization

 

 

(215

)

 

 

0

 

Depreciation

 

 

(1

)

 

 

(234

)

Net Deferred Tax Assets

 

$

882

 

 

$

0

 

45


At December 31, 2022, the Company had gross deferred tax assets of $15.4 million, deferred tax liabilities of $0.2 million and a valuation allowance of $14.3 million. At December 31, 2021, the Company had gross deferred tax assets of $15.5 million, deferred tax liabilities of $0.2 million and a valuation allowance of $15.3 million. At December 31, 2022 and 2021 respectively, the net deferred tax assets included $1.6 million and $2.3 million 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. At December 31, 2022, the net deferred tax assets also included $1.8 million related to Research and experimental expenditures which were capitalized in accordance with IRC section 174.

The deferred tax assets net of deferred tax liabilities consisted of the following balances by tax jurisdiction:

 

 

December 31,

 

 

 

2022

 

 

2021

 

United States

 

$

11,981

 

 

$

11,941

 

China

 

 

1,410

 

 

 

1,169

 

Sweden

 

 

1,766

 

 

 

2,148

 

Net Deferred Tax Assets before valuation allowance

 

$

15,157

 

 

$

15,258

 

Valuation Allowance

 

 

(14,275

)

 

 

(15,258

)

Net Deferred Tax Assets

 

$

882

 

 

$

0

 

The Company continually evaluates the realizability of deferred tax assets and the requirement for a valuation allowance against those not expected to be realized. As part of the analysis, the Company considers positive and negative evidence which may include the application of significant judgment. The Company’s net deferred tax assets consist of assets related to net operating losses and credits as well as assets related to timing differences. The Company’s net operating losses and credits have a finite life primarily based on the 20-year carryforward rule for federal net operating losses (NOLs) generated through December 31, 2017. The timing differences have a ratable reversal pattern over approximately 10 years. Under the new rules enacted with the Tax Act, tax losses incurred in 2018 and future periods will not expire, thereby extending the period by which the Company’s deferred tax assets can be realized. However, these post 2017 losses are subject to a limitation of 80% of current taxable income.

In accordance with ASC 740 “Accounting for Income Taxes” (“ASC 740”), the Company evaluates deferred income tax assets quarterly to determine if valuation allowances are required or should be adjusted. ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. At December 31, 2022 and December 31, 2021, the Company had a full valuation allowance on its deferred tax assets in its U.S. and China jurisdictions. For U.S. tax purposes, the Company recorded book and taxable income. While the Company has recorded pretax book income for the prior three years and believes its financial outlook remains positive, it did not meet revenue or earnings expectations for the U.S. jurisdiction. Additionally, the Company recognized revenue for one-time projects in fiscal year 2022 which may not repeat in 2023 or future years. Because of difficulties with forecasting financial results historically, and due to the uncertainties associated with inflationary and recessionary issues, the Company maintained a full valuation allowance on its U.S. and China deferred tax assets at December 31, 2022. The Company’s performance versus its projections in both of the prior two years are considered significant negative evidence that is difficult to overcome on a “more likely than not” standard through objectively verifiable data. While the Company believes its financial outlook remains positive, under the accounting standards, objective verifiable evidence will have greater weight than subjective evidence such as the Company’s projections for future growth.

Based on positive book and taxable income for Smarteq Wireless in 2021 and 2022, because their results exceeded their projections, and because of higher backlog at December 31, 2022, these facts are considered significant positive evidence. As such, the Company recognized $0.8 million related to the partial release of its valuation allowance for Smarteq Wireless.

Based on an evaluation in accordance with the accounting standards, as of December 31, 2022, the Company has a valuation allowance of $12.0 million which was recorded against the net U.S. deferred tax assets, a valuation allowance of $1.4 million recorded against the net China deferred tax assets, and $0.9 million recorded against the net Sweden deferred tax assets in order to measure the deferred tax assets that are more likely than not to be realized based on the weight of all the available evidence.

Until an appropriate level of profitability is attained and sufficient positive evidence is available to outweigh negative evidence, the Company expects to maintain a full valuation allowance on its U.S. net deferred tax assets. Any U.S. or foreign tax benefits or tax expense recorded on its consolidated statements of income will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its

46


determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made.

The analysis that the Company prepared to determine the valuation allowance required significant judgment and assumptions regarding future market conditions, as well as forecasts for profits, taxable income, and taxable income by jurisdiction. Due to the sensitivity of the analysis, changes to the assumptions in subsequent periods could have a material effect on the valuation allowance.

Accounting for Uncertainty for Income Taxes

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

 

December 31,

 

 

 

2022

 

 

2021

 

Beginning of period

 

$

848

 

 

$

808

 

Addition related to tax positions in current year

 

 

67

 

 

 

40

 

Addition related to tax positions in prior years

 

 

67

 

 

 

0

 

End of period

 

$

982

 

 

$

848

 

Because the Company has a full valuation allowance against its U.S. deferred tax assets, the reversal of these unrecognized tax benefits would have no impact on its effective tax rate. The Company does not anticipate that its unrecognized tax benefits will significantly increase or decrease within the next twelve months.

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 2017 and subsequent periods, although loss carryovers generated in prior years remain subject to examination. The Company’s state tax returns remain subject to examination for 2015 and subsequent periods. The Company’s foreign tax returns in China remain subject to examination for 2011 and subsequent periods. The Company's foreign tax returns in Sweden remain subject to examination for 2016 and subsequent periods. The Company's foreign tax returns in France remain subject to examination for 2020 and subsequent periods.

Summary of Carryforwards

At December 31, 2022, the Company has a federal net operating loss carryforward of $4.6 million with no expiration. The Company has state net operating loss carryforwards of $13.9 million that expire between 2024 and 2041. Additionally, the Company has $2.3 million of federal research credits that expire between 2030 and 2042 and $1.5 million of state research credits with no expiration. The Company has a China net operating loss carryforward of $3.8 million that expires between 2025 and 2028 and of China research credits of $0.4 million that expire between 2024 and 2027. The Company has a Sweden net operating loss carryforward of $9.2 million with no expiration.

Investment in Foreign Operations

Under the Tax Cut and Jobs Act of 2017, the Company included Section 965 income related to the deemed repatriation of earnings for its subsidiary in China and decreased its NOL carryforward for the tax year beginning January 1, 2018. The Company considers such earnings permanently reinvested. Upon actual repatriation of these earnings, the Company would be subject to local withholding taxes.

CARES Act

On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security Act” (CARES Act) was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under the CARES Act, the Company deferred the employer portion of social security taxes in 2020 and applied for a refund of its Alternative Minimum Tax credit. At December 31, 2021 the Company had deferred payroll taxes of $0.2 of payroll taxes and a deferred tax asset for the payroll tax liability that was not deductible for income tax purposes. In December 2022, the remaining deferred payroll taxes were remitted to the taxing authorities.

47


7. Commitments and Contingencies

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 refund liability was $0.2 million at December 31, 2022 and 2021, respectively, and is included in other accrued liabilities in the accompanying consolidated balance sheets.

The Company offers repair and replacement warranties of primarily five years for antennas and Industrial IoT devices and 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, 2022 and 2021 and is included in other accrued liabilities in the accompanying consolidated balance sheets.

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Beginning balance

 

$

257

 

 

$

285

 

Provisions for warranties

 

 

203

 

 

 

65

 

Consumption of reserves

 

 

(143

)

 

 

(93

)

Ending balance

 

$

317

 

 

$

257

 

8. Leases

The Company has operating leases for facilities and finance leases for office equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company determines if an arrangement is a lease at inception of a contract. Right of Use (“ROU”) assets represent the Company's right to use an underlying asset during the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the net present value of fixed lease payments over the lease term. The Company's lease term is deemed to include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. ROU assets also include any advance lease payments made and exclude lease incentives. As most of the Company's operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments on a collateralized basis. Finance lease agreements generally include an interest rate that is used to determine the present value of future lease payments. Operating fixed lease expense and finance lease depreciation expense are recognized on a straight-line basis over the lease term.

The Company's lease cost for the years ended December 31, 2022 and 2021 included the following components:

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Operating lease costs

 

$

525

 

 

$

453

 

Short-term lease costs

 

 

69

 

 

 

167

 

Variable lease costs

 

 

10

 

 

 

6

 

Amortization of finance lease assets

 

 

60

 

 

 

72

 

Interest on finance lease liabilities

 

 

5

 

 

 

7

 

Total lease cost

 

$

669

 

 

$

705

 

 

 

 

 

 

 

 

The table below summarizes the Company's scheduled future minimum lease payments under operating and finance leases recorded on the balance sheet as of December 31, 2022:

Year

 

Operating Leases

 

 

Finance Leases

 

2023

 

$

671

 

 

$

56

 

2024

 

 

675

 

 

 

45

 

2025

 

 

585

 

 

 

26

 

2026

 

 

522

 

 

 

5

 

2027

 

 

505

 

 

 

0

 

Thereafter

 

 

1,676

 

 

 

0

 

Total minimum payments required

 

 

4,634

 

 

 

132

 

Less: amount representing interest

 

 

780

 

 

 

8

 

Present value of net minimum lease payments

 

 

3,854

 

 

 

124

 

Less: current maturities of lease obligations

 

 

(527

)

 

 

(51

)

Long-term lease obligations

 

$

3,327

 

 

$

73

 

 

 

 

 

 

 

 

48


The weighted average remaining lease terms and discount rates for all the Company’s operating and finance leases were as follows as of December 31, 2022 and 2021:

 

 

Year Ended December 31,

 

 

2022

 

2021

Weighted-average remaining lease term - finance leases

 

2.6 years

 

3.0 years

Weighted-average remaining lease term - operating leases

 

7.4 years

 

8.4 years

Weighted-average discount rate - finance leases

 

4%

 

4%

Weighted-average discount rate - operating leases

 

5%

 

5%

The table below presents supplemental balance sheet information related to leases during the year ended December 31, 2022 and 2021:

 

 

 

 

Year Ended December 31,

 

Leases

 

Consolidated Balance Sheet Classification

 

2022

 

 

2021

 

Assets:

 

 

 

 

 

 

 

 

Operating right-of-use assets

 

Other noncurrent assets

 

$

2,241

 

 

$

2,289

 

Finance right-of-use assets

 

Other noncurrent assets

 

 

120

 

 

 

148

 

Total lease assets

 

 

 

$

2,361

 

 

$

2,437

 

Liabilities:

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

Operating lease liabilities

 

Accrued liabilities

 

$

527

 

 

$

475

 

Finance lease liabilities

 

Accrued liabilities

 

 

51

 

 

 

62

 

Noncurrent

 

 

 

 

 

 

 

 

Operating lease liabilities

 

Long-term liabilities

 

 

3,327

 

 

 

3,600

 

Finance lease liabilities

 

Long-term liabilities

 

 

73

 

 

 

92

 

Total lease liabilities

 

 

 

$

3,978

 

 

$

4,229

 

 

 

 

 

 

 

 

 

 

As part of the acquisition of Smarteq on April 30, 2021, the Company assumed an office lease and two automotive leases. The office in Kista, Sweden has 4,080 square feet used for engineering, sales, and administration with a lease term ending July 31, 2023. On the acquisition date, the Company recorded $0.2 million for each of the ROU assets and the lease liabilities. In October 2022, the office lease was extended for 36 months ending July 31, 2026 and the Company recorded a $0.2 million adjustment for each of the ROU assets and the lease liabilities.

As a cost saving initiative, the Company separated all 14 employees from its Beijing office in November 2021 and closed this office in the first quarter of 2022. In April 2022, the Company entered into a two-year office lease ending April 30, 2024 for 350 square feet of office space and recognized a present value of the right of use asset of $0.1 for this new office lease. Four former employees in Beijing were engaged through a third-party employment agency and will provide sales and technical support from this new smaller office.

On October 16, 2020, the Wang Zhuang Village Committee issued a notice informing PCTEL Tianjin that the Chinese Party Central Committee and the State Council were accelerating the layout optimization and transformation of the industrial park in which the leased premises is located, and accordingly leases and lease extensions for all premises in the industrial park were suspended. As a result of the uncertainty regarding the Tianjin Lease renewal, the Company accelerated its plan to transition all manufacturing in Tianjin to contract manufacturers. In November 2021, the Company entered into a two-year lease ending December 31, 2023 for 1,694 square feet of office space in Tianjin, China for a small team of employees associated with sourcing, quality, and local customer support and recognized a present value of the right of use asset of $0.1 million for this new office lease. The Company completed the transition of antenna manufacturing from its Tianjin, China facility to contract manufacturers during the first quarter of 2022 and, in April 2022, vacated the manufacturing facility and moved to the new leased facility in Tianjin, China.

49


9. Shareholders’ Equity

Common Stock

The activity related to common shares outstanding is as follows:

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Beginning of year

 

 

18,238,030

 

 

 

18,429,350

 

Restricted stock awards, net of cancellations

 

 

211,519

 

 

 

171,634

 

Issuance of common stock from purchase of Employee Stock Purchase Plan shares

 

 

201,507

 

 

 

164,258

 

Director share awards

 

 

120,696

 

 

 

61,186

 

Equity awards under Short-Term Incentive Plan

 

 

60,590

 

 

 

0

 

Issuance of common stock on exercise of stock options

 

 

0

 

 

 

2,420

 

Common stock Repurchases

 

 

0

 

 

 

(495,144

)

Cancellation of stock for withholding tax for vested shares

 

 

(83,813

)

 

 

(95,674

)

End of Year

 

 

18,748,529

 

 

 

18,238,030

 

 

 

 

 

 

 

 

Preferred Stock

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, 2022, and 2021, no shares of preferred stock were issued or outstanding.

10. Stock-Based Compensation

Stock Plans

Common Stock Reserved for Future Issuance

A summary of the reserved shares of common stock for future issuance are as follows:

 

 

December 31,

 

Stock Plan

 

2022

 

 

2021

 

PCTEL, Inc. 2019 Stock Incentive Plan

 

 

1,463,639

 

 

 

1,870,260

 

PCTEL, Inc. 2015 Stock Incentive Plan

 

 

299,979

 

 

 

299,979

 

PCTEL, Inc. 2019 Employee Stock Purchase Plan

 

 

1,276,529

 

 

 

1,478,036

 

Total shares reserved

 

 

3,040,147

 

 

 

3,648,275

 

 

 

 

 

 

 

 

These shares available exclude stock options outstanding.

Stock Incentive Plans

At the 2019 Annual Meeting of Shareholders, the shareholders adopted and approved the PCTEL, Inc. 2019 Stock Incentive Plan (the “2019 Stock Plan”) upon the recommendation of the Board of Directors. The purpose of the 2019 Stock Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, independent contractors, and non-employee directors capable of assuring the future success of the Company, to provide such persons with opportunities for stock ownership in the Company and to offer such persons incentives to put forth maximum effort for the success of the Company’s business. The 2019 Stock Plan replaced the PCTEL, Inc. Stock Incentive Plan adopted in 2015 (the “2015 Stock Plan”).

The 2019 Stock Plan, which is administered by the Compensation Committee of the Company’s Board of Directors, authorizes the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. The aggregate number of shares that may be issued under all stock-based awards made under the 2019 Stock Plan will be the sum of (i) 2,213,000 shares and (ii) any shares subject to any outstanding award under the 2015 Stock Plan that after the effective date of the 2019 Stock Plan are not purchased, are forfeited, or are reacquired by the Company or otherwise not delivered to the participant due to termination or cancellation of such award. At December 31, 2022, the number of shares available in the 2019 Stock Plan that were from the 2015 Plan was 299,979. The Board of Directors may from time to time amend, suspend, or terminate the 2019 Stock Plan, subject to its terms. Currently the 2019 Stock Plan does not allow share “recycling”, repricing of stock options or stock appreciation rights or dividend equivalents to be paid on unvested awards. Further, the 2019 Stock Plan does not contain an “evergreen” provision that will automatically increase the number of shares authorized for issuance under the 2019 Stock Plan.

Employee Stock Purchase Plan

50


The PCTEL, Inc. 2019 Employee Stock Purchase Plan (“the 2019 ESPP”) is to provide employees with an opportunity to purchase shares of PCTEL common stock through accumulated payroll deductions. Encouraging employees to acquire equity ownership in PCTEL assures a closer alignment of the interests of participating employees with those of the Company’s stockholders. The 2019 ESPP is administered by the Compensation Committee of the Company’s Board of Directors. Subject to change by the administrator, shares of PCTEL common stock may be purchased during consecutive offering periods that begin approximately every six months commencing on the first trading day on or after April 1 and terminating on the last trading day of the offering period ending on September 30 and commencing on the first trading day on or after October 1 and terminating on the last trading day of the offering period ending on March 31. Unless and until the administrator determines otherwise, the purchase price will be equal to 85% of the fair market value of PCTEL common stock on the first day of an offering period or the last day of an offering period, whichever is lower. The administrator may from time to time amend, suspend, or terminate the 2019 ESPP, subject to its terms.

Stock-Based Compensation Expense

The consolidated statements of income include $4.0 million and $2.9 million of stock compensation expense for the years ended December 31, 2022 and 2021, respectively. The Company did not capitalize any stock compensation expense during the years ended December 31, 2022, and 2021.

The stock-based compensation expense by type is as follows:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Service-based awards

 

$

1,267

 

 

$

1,405

 

Director awards

 

 

313

 

 

 

373

 

Performance-based awards (long-term incentive plan)

 

 

968

 

 

 

576

 

Performance-based awards (short-term incentive plan)

 

 

1,160

 

 

 

300

 

Employee stock purchase plan

 

 

280

 

 

 

267

 

Total

 

$

3,988

 

 

$

2,921

 

 

 

 

 

 

 

 

The stock-based compensation is reflected in the consolidated statements of income as follows:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Cost of revenues

 

$

213

 

 

$

268

 

Research and development

 

 

632

 

 

 

543

 

Sales and marketing

 

 

845

 

 

 

658

 

General and administrative

 

 

2,298

 

 

 

1,452

 

Total

 

$

3,988

 

 

$

2,921

 

The following table presents a summary of the remaining unrecognized share-based compensation expense related to outstanding share-based awards as of December 31, 2022:

Award Type

 

Remaining Unrecognized Compensation Expense

 

 

Weighted Average Life (Years)

 

Service-based awards

 

$

1,389

 

 

 

1.3

 

Performance-based awards

 

$

1,523

 

 

 

1.5

 

Service-Based Awards

Restricted Stock

The Company grants service-based restricted shares as employee incentives under the 2019 Stock Plan. 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 restricted stock on the grant date. The Company records stock compensation expense on a straight-line basis over the vesting period of the applicable service-based restricted shares. During the years ended December 31, 2022 and 2021, the Company awarded executives and key-managers long-term incentives comprised one-third of service-based restricted stock and two-thirds of performance-based restricted stock. The Company awarded service-based restricted stock to all other participating employees. The service-based restricted shares vest in three substantially equal annual increments.

51


The following table summarizes service-based restricted stock activity:

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Unvested Restricted Stock Awards

 

Shares

 

 

Weighted
Average
Fair Value

 

 

Shares

 

 

Weighted
Average
Fair Value

 

Beginning of year

 

 

326,336

 

 

$

7.76

 

 

 

432,422

 

 

$

6.91

 

Shares awarded

 

 

233,744

 

 

 

4.66

 

 

 

170,158

 

 

 

8.04

 

Shares vested

 

 

(179,317

)

 

 

7.26

 

 

 

(272,274

)

 

 

6.58

 

Shares cancelled

 

 

(26,726

)

 

 

5.76

 

 

 

(3,970

)

 

 

7.84

 

End of year

 

 

354,037

 

 

$

6.12

 

 

 

326,336

 

 

$

7.76

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The intrinsic values of service-based restricted shares that vested were $0.9 million and $2.2 million during the years ended December 31, 2022, and 2021, respectively.

Restricted Stock Units

The Company grants service-based 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:

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Unvested Restricted Stock Units

 

Shares

 

 

Weighted
Average
Fair Value

 

 

Shares

 

 

Weighted
Average
Fair Value

 

Beginning of year

 

 

21,437

 

 

$

7.23

 

 

 

9,083

 

 

$

7.02

 

Units awarded

 

 

26,667

 

 

 

4.40

 

 

 

17,800

 

 

 

7.11

 

Units vested

 

 

(4,501

)

 

 

7.33

 

 

 

(5,446

)

 

 

6.47

 

Units cancelled

 

 

(8,350

)

 

 

5.72

 

 

 

0

 

 

 

0

 

End of year

 

 

35,253

 

 

$

5.42

 

 

 

21,437

 

 

$

7.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The intrinsic values of service-based restricted stock units that vested were $21 and $42, during the years ended December 31, 2022, and 2021, respectively.

Stock Options

The Company may grant stock options to purchase common stock to employees, but generally issues stock options only to new employees. 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 are subject to installment vesting and although the vesting may vary from year to year, it is typically over a period of three years. Stock options may be exercised at any time prior to their expiration date or within 180 days of termination of employment, or such shorter time as may be provided in the related stock option agreement. The Company grants stock options with a ten-year life.

The following table summarizes the stock option activity:

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

Options
Outstanding

 

 

Weighted
Average
Exercise
Price

 

 

Options
Outstanding

 

 

Weighted
Average
Exercise
Price

 

Beginning of Year

 

 

4,000

 

 

$

6.02

 

 

 

16,250

 

 

$

6.54

 

Options exercised

 

 

0

 

 

 

0

 

 

 

(6,000

)

 

 

5.48

 

Options cancelled/expired

 

 

0

 

 

 

0

 

 

 

(6,250

)

 

 

7.89

 

End of Year

 

 

4,000

 

 

$

6.02

 

 

 

4,000

 

 

$

6.02

 

Exercisable

 

 

4,000

 

 

$

6.02

 

 

 

3,916

 

 

$

6.00

 

The Company did not grant any stock options during 2022 or 2021.

52


During the year ended December 31, 2022, no stock options were exercised. During the year ended December 31, 2021, the Company received proceeds of $8 and issued 1,420 shares for the exercise of 6,000 options. The intrinsic value of the options exercised was $53.

The following table summarizes information about stock options outstanding under all stock option plans at December 31, 2022:

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of
Exercise Prices

 

Number
Outstanding

 

 

Weighted
Average
Contractual
Life (Years)

 

 

Intrinsic Value

 

 

Weighted-
Average
Exercise
Price

 

 

Number
Exercisable

 

 

Weighted
Average
Contractual
Life (Years)

 

 

Intrinsic Value

 

 

Weighted
Average
Exercise
Price

 

$ 5.06 - $ 6.98

 

 

4,000

 

 

 

1.42

 

 

$

0

 

 

$

6.02

 

 

 

4,000

 

 

 

1.42

 

 

$

0

 

 

$

6.02

 

The intrinsic value is based on the share price of $4.30 at December 31, 2022.

For the outstanding stock options, the Company used the Black-Scholes option valuation model for estimating the fair value. 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. Option valuation models require the input of highly subjective assumptions including the expected stock price volatility and expected option life as well a risk-free rate and the dividend yield. 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 a remaining term that approximates the expected life of the options granted. The Company calculated the volatility based on a five-year historical period of the Company’s stock price. The expected life used for options granted was based on historical data of employee exercise performance. The Company records expense based on the grading vesting method.

Performance-Based Awards

Short-Term Incentive Plan

Incentive compensation earned by executives and key managers under the Company’s 2022 Short-Term Incentive Plan (“STIP”) will be settled 50% in cash and 50% in shares of the Company’s stock. Executives and key managers earned shares valued at $1.2 million for the year ended December 31, 2022, based on achievement of revenue and Adjusted EBITDA. The shares earned under the 2022 STIP will be issued to participants during the first quarter 2023. For the year ended December 31, 2021, the Company’s board of directors approved bonuses of $0.3 million payable in the Company’s stock to executive and key managers. The shares related to the 2021 bonus were issued to executives and key managers during the first quarter 2022.

Long-Term Incentive Plan

The Company grants performance-based awards to executives and key managers under its Long-Term Incentive Plan (“LTIP”) to encourage sustainable growth, consistent earnings, and management retention. Based on the fair value of the shares on the grant date, the Company records stock compensation expense over the performance period based on the estimated achievement of the award.

The following table summarizes the performance award activity:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

Unvested Performance Awards - at Target

 

Awards

 

 

Weighted
Average
Fair Value

 

 

Awards

 

 

Weighted
Average
Fair Value

 

Beginning of Year

 

 

333,153

 

 

$

8.39

 

 

 

316,726

 

 

$

6.84

 

Awards granted

 

 

269,618

 

 

 

4.84

 

 

 

187,864

 

 

 

8.15

 

Awards cancelled

 

 

(81,567

)

 

 

6.57

 

 

 

(171,437

)

 

 

5.27

 

End of Year

 

 

521,204

 

 

$

6.84

 

 

 

333,153

 

 

$

8.39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company granted performance awards under its long-term incentive plan to executives and key managers in February 2022 ("2022 LTIP"). The performance period for the 2022 LTIP is from January 1, 2022 through December 21, 2024. At target, the total fair market value of the award was $1.3 million based on a weighted average share price of $4.84. On the award date, the aggregate number of shares that could be earned at target was 269,618 and the maximum number of aggregate shares that could be earned was 471,832.

53


Under the 2022 LTIP and similar plans from 2021 and 2020, shares of the Company’s stock can be earned based on achievement of a three-year revenue growth target with a penalty if a certain adjusted EBITDA level is not maintained. If the Company achieves less than the target growth over the performance period, the participant will receive fewer shares than the target award, determined on a straight-line basis. If the Company achieves greater than the target growth, the participant will receive more shares than the target award on an accelerated basis. Participants are required to be in service at the determination date of the award following the end of the performance period in order to receive the award. Shares earned will be fully vested shares. The Company will award 53,358 shares as a result of achieving 39% of the 2020 LTIP plan. The Company records stock compensation expense over the performance periods based on the Company’s estimate of the aggregate number of shares that will be earned under the incentive plans.

The following table summarizes the active performance-based long-term incentive plans at December 31, 2022:

 

 

 

 

 

Number of Shares

 

 

 

 

 

Share Price

 

 

That Could Be Earned:

 

 

 

LTIP award

 

on Grant Date

 

 

Target

 

Maximum

 

 

Performance Period

2020 LTIP

 

$

8.70

 

 

 

145,289

 

 

254,256

 

 

January 1, 2020 through December 31, 2022

2021 LTIP

 

$

8.25

 

 

 

153,697

 

 

268,970

 

 

January 1, 2021 through December 31, 2023

2022 LTIP

 

$

4.84

 

 

 

231,618

 

 

405,332

 

 

January 1, 2022 through December 31, 2024

 

 

 

 

 

 

530,604

 

 

928,558

 

 

 

Employee Stock Purchase Plan

The following table summarizes the ESPP activity:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

Shares

 

 

Weighted
Average
Fair Value
at Grant
Date

 

 

Shares

 

 

Weighted
Average
Fair Value
at Grant
Date

 

Outstanding, beginning of year

 

 

0

 

 

$

0.00

 

 

 

0

 

 

$

0.00

 

Granted

 

 

201,507

 

 

 

1.38

 

 

 

164,258

 

 

 

1.62

 

Vested

 

 

(201,507

)

 

 

1.38

 

 

 

(164,258

)

 

 

1.62

 

Outstanding, end of year

 

 

0

 

 

$

0.00

 

 

 

0

 

 

$

0.00

 

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 received proceeds of $0.8 million from the ESPP during each of the years ended December 31, 2022 and 2021.

The Company calculated the fair value of each employee stock purchase grant under the ESPP on the date of grant using the Black-Scholes option-pricing model using the following assumptions:

 

 

Employee Stock Purchase Plan

 

 

 

2022

 

 

2021

 

Dividend yield

 

 

4.7

%

 

 

3.1

%

Risk-free interest rate

 

 

1.7

%

 

 

0.1

%

Expected volatility

 

 

48

%

 

 

48

%

Expected life (in years)

 

 

0.5

 

 

 

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 Company calculated the volatility based on a five-year historical period of the Company’s stock price. The expected life used was based on the offering period.

Board of Director Awards

The Company grants equity awards to members of its Board of Directors as an annual retainer and for committee service. These awards are shares of the Company’s stock that vest one year after issuance. In addition, new directors receive a one-time grant of $55 paid in service-based restricted shares which vest in equal annual increments over three years. In May 2022, the remaining 11,534 shares vested with a fair value of $47. In May 2022, the Company issued 120,768 shares to directors for their annual retainer and committee services. In July 2022, in conjunction with the changes in the directors serving as Chairman of the Board and the Audit Committee Chair

54


positions, an additional 4,033 shares were issued and 4,105 shares were cancelled. In May 2021, the Company issued 61,186 shares of the Company’s stock to directors for their annual retainer and committee services, of which 49,652 with a fair value of $0.3 million vested immediately upon issuance, with the remainder vesting one year after issuance.

The following table summarizes the director awards activity:

 

 

Years Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

Shares

 

 

Weighted
Average
Fair Value
at Grant
Date

 

 

Shares

 

 

Weighted
Average
Fair Value
at Grant
Date

 

Outstanding, beginning of year

 

 

11,534

 

 

$

6.57

 

 

 

2,416

 

 

$

6.90

 

Granted

 

 

124,801

 

 

 

4.02

 

 

 

61,186

 

 

 

6.57

 

Vested

 

 

(11,534

)

 

 

6.57

 

 

 

(52,068

)

 

 

(6.65

)

Cancelled

 

 

(4,105

)

 

 

4.02

 

 

 

0

 

 

 

0.00

 

Outstanding, end of year

 

 

120,696

 

 

$

4.02

 

 

 

11,534

 

 

$

6.57

 

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, if paid in the Company’s stock, for the value of the statutory withholding taxes. For each individual receiving a stock award, the Company redeems the shares it computes as the value for the withholding tax and remits this amount to the appropriate tax authority. For withholding taxes related to stock awards, the Company paid $0.4 million and $0.8 million during the years ended December 31, 2022 and December 31, 2021, respectively.

Share Repurchases

On November 4, 2020, the Board of Directors approved a share repurchase program, pursuant to which the Company was authorized to repurchase $5.0 million of its common stock through the end of 2021 (“2020 Repurchase Plan”). The 2020 Repurchase Plan became effective November 10, 2020 and was completed in September 2021. The Company spent $1.8 million to repurchase 288,573 shares at an average price of $6.30 during the three months ended December 31, 2020 and spent $3.2 million during the nine months ended September 30, 2021 to repurchase 495,144 shares at an average price of $6.45. The Company retired all repurchased shares.

The Company did not repurchase shares of common stock during the year ended December 31, 2022.

11. Product Line, Customer and Geographic Information

Product Line Information:

The following tables are the product line revenues and gross profits for the years ended December 31, 2022, and 2021:

 

 

Year Ended December 31, 2022

 

 

 

Antennas and Industrial IoT Devices

 

 

Test & Measurement Products

 

 

Corporate

 

 

Total

 

Revenues

 

$

69,662

 

 

$

30,565

 

 

$

(799

)

 

$

99,428

 

Gross Profit

 

$

23,293

 

 

$

22,660

 

 

$

(220

)

 

$

45,733

 

Gross Profit %

 

 

33.4

%

 

 

74.1

%

 

NA

 

 

 

46.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2021

 

 

 

Antennas and Industrial IoT Devices

 

 

Test & Measurement Products

 

 

Corporate

 

 

Total

 

Revenues

 

$

63,025

 

 

$

25,704

 

 

$

(922

)

 

$

87,807

 

Gross Profit

 

$

21,031

 

 

$

19,592

 

 

$

(145

)

 

$

40,478

 

Gross Profit %

 

 

33.4

%

 

 

76.2

%

 

NA

 

 

 

46.1

%

55


Customer Concentration:

One customer accounted for 15% and 10% of revenues during the years ended December 31, 2022, and 2021, respectively.

 

 

Years Ended December 31,

Revenues

 

2022

 

2021

Customer C

 

15%

 

10%

The following table represents the three customers that accounted for 10% or more of total trade accounts receivable on December 31, 2022. As of December 31, 2021, no customer accounted for more than 10% of accounts receivables.

 

 

As of December 31,

Trade Accounts Receivable

 

2022

 

2021

Customer A

 

12%

 

5%

Customer C

 

12%

 

9%

Customer D

 

11%

 

6%

Geographic Information:

The Company’s revenue to customers by geographic location, as a percent of total revenues, is as follows:

 

 

Years Ended December 31,

Region

 

2022

 

2021

Europe, Middle East, & Africa

 

21%

 

23%

Asia Pacific

 

6%

 

8%

Other Americas

 

3%

 

4%

Total Foreign sales

 

30%

 

35%

Total Domestic sales

 

70%

 

65%

 

 

100%

 

100%

 

 

 

 

 

The long-lived assets by geographic region are as follows:

 

 

December 31,

 

 

 

2022

 

 

2021

 

United States

 

$

15,204

 

 

$

17,070

 

Sweden

 

 

5,008

 

 

 

4,897

 

China

 

 

41

 

 

 

333

 

 

 

$

20,253

 

 

$

22,300

 

 

 

 

 

 

 

 

12. Benefit Plans

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 matches 100% of the employee’s elective deferrals up to 4% of their compensation. The Company may make discretionary contributions to the 401(k) plan but there were no discretionary contributions during the years ended December 31, 2022 or 2021. The Company also contributes to various defined contribution retirement plans for foreign employees. Contributions for foreign employees in China decreased for the year ended December 31, 2022 due to the reduction in headcount related to restructuring for Tianjin manufacturing and the Beijing office. Contributions for foreign employees in Sweden increased for the year ended December 31, 2022 because contributions for Smarteq employees commenced in May 2021.

56


The Company’s contributions to retirement plans were as follows:

 

 

Years ended December 31,

 

 

 

2022

 

 

2021

 

PCTEL, Inc. 401(k) plan - US employees

 

$

772

 

 

$

725

 

Defined contribution plans - China employees

 

 

75

 

 

 

303

 

Defined contribution plans - Sweden employees

 

 

132

 

 

 

101

 

Defined contribution plans - Other foreign employees

 

 

31

 

 

 

27

 

Total

 

$

1,010

 

 

$

1,156

 

13. Accumulated Other Comprehensive Income

Accumulated other comprehensive loss of $1.5 million at December 31, 2022 and accumulated other comprehensive income of $360 at December 31, 2021, consists of foreign currency translation adjustments.

14. Revenue from Contracts with Customers

Under Topic 606, a contract with a customer is an agreement which both parties have approved, that creates enforceable rights and obligations, has commercial substance, and has identified payment terms, and for which collectibility is probable. Once the Company has entered into a contract, it is evaluated to identify performance obligations. For each performance obligation, revenue is recognized as control of promised goods or services transfers to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The amount of revenue recognized takes into account variable consideration, such as returns and volume rebates. A majority of the Company’s revenue is short cycle in nature with shipments within one year from purchase order.The Company's payment terms generally range between 30 to 90 days.

All of the Company’s revenue relates to contracts with customers. The Company’s accounting contracts are from purchase orders or purchase orders combined with purchase agreements. The majority of the Company’s revenue is recognized on a “point-in-time” basis and a nominal amount of revenue is recognized “over time”. For the sale of products, the Company satisfies its performance obligations generally at the time of shipment, or upon delivery based on the contractual terms with its customers. For products shipped on consignment, the Company recognizes revenue upon delivery from the consignment location. For its test & measurement software tools, the Company has a performance obligation to provide software maintenance and support for one year. The Company recognizes revenues for the maintenance and support over this period.

The Company considers shipping and handling performed by the Company as fulfillment activities. Amounts billed for shipping and handling are included in revenues, while costs incurred for shipping and handling are included in cost of revenues. The Company excludes taxes from the transaction price. Cost of contracts include sales commissions. The Company expenses the cost of contracts when incurred because the amortization period is one year or less.

For the test & measurement product line, performance obligations for the sale of products and software licenses are satisfied at a point in time and the performance obligations for post contract support (“PCS”), extended warranties, and data storage are satisfied over time. If there is no standalone selling price for the performance obligations satisfied over time, the Company uses a market assessment approach for the standalone selling price. This standalone selling price is consistent for all customers.

Antenna product line sales have either contract pricing or negotiated prices on individual purchase orders. Variable consideration related to specific customers or orders that impacts the stand-alone selling price includes right of return, rebate incentives, or quantity-based pricing. The Company allows its major distributors and certain other customers to return unused antennas under specified terms and conditions. The Company estimates product returns based on historical sales and return trends and records a corresponding refund liability. The refund liability was $0.2 million at December 31, 2022 and December 31, 2021, and is included within accrued liabilities on the accompanying consolidated balance sheets. Additionally, the Company recorded an asset based on historical experience for the amount of product expected to be returned to inventory as a result of the return, which is recorded in inventories in the consolidated balance sheets. The product return asset was $0.1 million at December 31, 2022 and December 31, 2021.

There were no contract assets at December 31, 2022 or December 31, 2021. The Company records contract liabilities for deferred revenue and customer prepayments. Contract liabilities are recorded in accrued liabilities and long-term liabilities in the consolidated balance sheets. The contract liability was $0.9 million at December 31, 2022 and December 31, 2021. The Company recognized revenue of $1.5 million and $1.1 million during the years ended December 31, 2022, and December 31, 2021 respectively, related to contract liabilities at the beginning of the period.

57


15. 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.

There were no subsequent events or transactions that required recognition or disclosure in the unaudited interim consolidated financial statements.

58


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 amended, 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 as amended, (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, as amended. 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, 2022. 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, 2022, 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 reasonably likely to materially affect, our internal control over financial reporting.

Item 9B: Other Information

None.

Item 9C: Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

59


PART III

Item 10: Directors, Executive Officers and Corporate Governance

INFORMATION ABOUT OUR CURRENT DIRECTORS AND EXECUTIVE OFFICERS

Board of Directors

PCTEL has three classes of directors elected to serve staggered three-year terms. Set forth below is information about each of our directors, including (a) the year in which each director first became a director, (b) their age as of April 27, 2023, (c) their positions and offices with the Company, (d) their principal occupations and business experience during at least the past five years, and (e) the names of other public companies for which they currently serve, or have served, within the past five years, as a director. We have also included below a discussion of the qualifications, attributes and skills that led our Board of Directors (the “Board”) to the conclusion that each of our directors should serve on the Board.

Name

Director Class

Positions and Offices Held

Director Since

Director Term Expires

Age

Cindy K. Andreotti

Class I

Director

2013

2024

67

Cynthia A. Keith

Class I

Director

2018

2024

66

Gina Haspilaire

Class II

Director

2015

2025

60

M. Jay Sinder

Class II

Director, Chair

2014

2025

56

Steven D. Levy

Class III

Director

2006

2023

66

Giacomo Marini

Class III

Director

1996

2023

71

David A. Neumann

Class III

Chief Executive Officer, Director

2017

2023

57

3


4


Class I Directors

Name, Position, Age and Board Tenure

Background Information

Cindy K. Andreotti
Independent Director
Age: 67
Joined Board: 2013

• President and Chief Executive Officer of The Andreotti Group, a strategic business advisory firm focused on sales, marketing, distribution, go-to-market, financial and business plan development in addition to M&A investment strategy, design, and implementation across the globe, since 2005

• Enjoyed a 26-year career in the telecommunications industry (12 years with AT&T Inc. and 14 years with MCI Telecommunications Inc.), and held positions of progressively increasing executive and corporate management responsibility

• Served on the Board of Directors of APAC Customer Services, Inc., a public company providing customer interactive solutions, from 2005 to 2011

• Serves on the board of several private companies and charitable organizations

• Bachelor of Arts degree in Business Administration and Women in Management from the College of St. Catherine

Discussion of individual experience, qualifications, attributes, and skills

Ms. Andreotti’s industry experience in telecommunications sales, marketing, operations and management qualify her to serve on the Company’s Board of Directors, as Chair of the Nominating and Governance Committee, and as a member of the Compensation Committee.

Cynthia A. Keith
Independent Director

• 25-year career with PricewaterhouseCoopers, LLP (“PwC”), the world’s largest multinational professional services firm, and served as a partner of the firm from 2000 until her retirement in 2014

Age: 66
Joined Board: 2018

• Specialized in audits of and consulting with technology and communications clients, including global public companies focused on mergers and acquisitions as well as companies in various stages of growth

• Has served on the Board of Directors of City Bank of Texas since 2016 and the Board of Directors of South Plains Financial (SPFI), the public holding company of City Bank of Texas, since 2019

• Has served on boards of several charitable organizations supporting entrepreneurial and educational causes

• Bachelor of Science in Business Administration with a concentration in Accounting from University of Texas at Dallas

• Certified Public Accountant in the State of Texas

Discussion of individual experience, qualifications, attributes, and skills

The depth and breadth of Ms. Keith’s 25 years of experience as a CPA serving technology and communications companies, as well as her leadership positions with PwC, qualify her to serve on the Company’s Board of Directors, as Chair of the Audit Committee, and as a member of the Company’s Nominating and Governance Committees.

Class II Directors

Name, Position, Age and Board Tenure

Background Information

Gina Haspilaire
Independent Director
Age: 60
Joined Board: 2015

• Joined Netflix, Inc., a media-services provider and production company, in October 2019 as Vice President of Open Connect–Network Strategy, Planning, and ISP Partnerships responsible for heading ISP partnerships and the network architecture, deployment, and interconnection strategies that enable the delivery of Netflix shows and films to members around the world

• Served as Chief Human Resources Officer of Reliance Communications (Enterprise) and Global Cloud Xchange, a global data communications service provider, and led the company’s global human resources, facilities management, and sales operations from January 2015 to September 2019

• Previously held executive positions at Henkel Adhesive Technologies, a leading solution provider for adhesives, sealants and functional coatings; Pacnet Limited, a global telecommunications service provider; and Heidrick & Struggles, an executive search firm

• Served on advisory boards of several companies and organizations

• Bachelor of Science degree in Mathematics/Computer Science from St. John’s University in New York and an MBA from Columbia University

Discussion of individual experience, qualifications, attributes, and skills

Ms. Haspilaire’s telecommunications services experience in general management, global strategy, business development, sales and marketing, human resources, and customer service, together with her manufacturing sector experience, qualify her to serve on the Company’s Board of Directors, as Chair of the Compensation Committee, and as a member of the Nominating and Governance Committee.

M. Jay Sinder

• Chair of the Board of the Company since July 2022

5


Independent Director
Age: 56

• Chief Financial Officer of Jellyvision Labs, Inc., an employee benefits guidance SaaS company, since July 2021

Joined Board: 2014

• Chief Financial Officer of DialogTech, Inc, a marketing analytics company that enables companies to optimize their inbound phone calls, from July 2020 through its acquisition in May 2021

• General Manager of Verint ForeSee (Nasdaq: VRNT), a voice of customer SaaS company, from December 2018 to January 2020, as Chief Executive Officer of ForeSee Results, Inc. from November 2018 to December 2018 when the company was purchased by Verint Systems Inc., and as its Chief Financial Officer from August 2017 through November 2018

• Chief Financial Officer of ByteGrid Holdings LLC, a data center and managed services company, from July 2015 through July 2017

• Previously served as a consultant to various start-up and venture capital-backed software companies and in executive and financial positions for various companies, including as Chief Executive Officer, Chief Financial Officer, Treasurer, and Vice President of Corporate Development

• Served on the Board of Directors of Contec Ltd. from 2013 to 2022 and previously served on the boards of several other private companies

• Bachelor of Science degree from the University of Michigan and a Master’s degree in Business Administration from the University of Chicago Booth School of Business

Discussion of individual experience, qualifications, attributes, and skills

Mr. Sinder’s financial knowledge and expertise, and his experience serving in a variety of senior executive and financial positions at various companies, qualify him to serve on the Company’s Board of Directors, as the Chair of the Board of Directors, and as a member of the Audit Committee.

Class III Directors

Name, Position, Age and Board Tenure

Background Information

Steven D. Levy

• Chair of the Board of the Company from 2017 to 2022

Independent Director
Age: 66

• Managing Director and Global Head of Communications Technology Research at Lehman Brothers from 1998 to 2005

Joined Board: 2006

• Previously served in management positions related to telecommunications research and analysis for Salomon Brothers, Oppenheimer & Co. and Hambrecht & Quist

• Has served on the Board of Directors of Allot Communications, an Israeli public company providing network intelligence and security solutions, since 2007, and of Edison Properties, a privately held real estate company since 2015

• Previously served on the boards of several other private companies, including technology companies

• Master’s degree in Business Administration and a Bachelor of Science degree in Materials Engineering from Rensselaer Polytechnic Institute

Discussion of individual experience, qualifications, attributes, and skills

Mr. Levy’s investment banking experience related to the telecommunications industry, extensive experience analyzing business strategies and financial results, and knowledge of financial markets and competitive data analysis qualify him to serve on the Company’s Board of Directors and as a member of the Audit Committee.

Giacomo Marini
Independent Director

• Chairman and Managing Director of Noventi LLC, a Silicon Valley-based technology investment firm, since he founded the firm in 2002

Age: 70
Joined Board: 1996

• Chairman and Chief Executive Officer of Neato Robotics, a home robotics company, from February 2013 to December 2017

• Previously served as Chief Executive Officer of FutureTel and of No Hands Software

• Co-founder, former board member and former Chief Operating Officer of Logitech, a personal computer peripherals company

• Has served on the Board of Directors of NextLabs, Inc., a data-centric security software provider, since July 2018, of Nexent S.r.l, a mobile game company since June 2021, and of iPost, Inc., an enterprise email marketing and automation provider, since August 2021

• Served as Chairman of Velomat S.r.l., a designer and manufacturer of turnkey automatic systems for high-speed and high-volume assembly, from 2012 to 2020 and previously served on the board of directors of several other technology companies

• Has served as Chair and Board member of the SVIEC Foundation, since August 2021

• Served on the Board of Trustees of the University of California at Davis Foundation from 2014 to 2020

• Computer Science “Laurea” degree from the University of Pisa, Italy

6


Discussion of individual experience, qualifications, attributes, and skills

Mr. Marini’s experience with a wide variety of business situations as a Chief Executive Officer and in other senior management roles, as well as an active board member and investor, qualify him to serve on the Company’s Board of Directors and as a member of the Compensation Committee.

David A. Neumann

• Chief Executive Officer and Board member of the Company since January 2017

Chief Executive Officer and Director
Age: 57

• Senior Vice President and General Manager of the RF Solutions segment of the Company from 2015 to 2016, and other management positions related to the Company’s test and measurement product line from 2009

Joined Board: 2017

• Previously held leadership roles in engineering services, product management and sales at E-magine Communications, LLC, X-TEL Communications, Inc., Acterna, Intelinet, Inc. and SAFCO Technologies, Inc.

• Bachelor of Science degree in Electrical Engineering from The Pennsylvania State University and a Master’s degree in Business Administration from the University of Chicago Booth School of Business

Discussion of individual experience, qualifications, attributes, and skills

Mr. Neumann’s roles with the Company, including as Chief Executive Officer, his extensive experience in leadership, sales, and marketing roles with other companies, as well as his education in electrical engineering and business administration, qualify him to serve on the Company’s Board of Directors and as the Company’s Chief Executive Officer.

Executive Officers

The following table sets forth certain information required by this Item concerning our executive officers as of April 27, 2023.

Name

Position(s)

Age

Shelley J. Bacastow

Senior Vice President, Chief Legal Officer and Company Secretary

63

Rishi Bharadwaj

Senior Vice President and Chief Operating Officer

48

Suzanne Cafferty

Vice President, Global Marketing

54

Tricia Lancaster

Vice President, Human Resources

42

Daniel Laredo

Vice President, Global Sales

51

Kevin J. McGowan

Vice President and Chief Financial Officer

57

Sumeet Paul

Vice President and Chief Information Officer

48

7


8


Name, Position and Age

Background Information

Shelley J. Bacastow

PCTEL Experience

Senior Vice President, Chief Legal Officer and Company Secretary

• Senior Vice President and Chief Legal Officer since February 2020 with responsibility for addressing the Company’s legal matters worldwide

Age: 63

• Vice President and General Counsel from January 2015 to February 2020; Assistant General Counsel from June 2014 to December 2014; Senior Corporate Counsel from October 2006 to June 2014; and outside counsel to the Company from April 2003 to October 2006

Other Experience

• Senior Counsel with Motorola, Inc. from June 1996 to June 2002 and the head of the Global Finance Group in the law department from 1999 to 2002

• Senior Attorney with MCI Telecommunications, Inc. from June 1995 to June 1996

• Attorney with Chapman and Cutler, a Chicago-based law firm, from May 1984 to June 1995

Education and Credentials

• Bachelor of Arts degree in Political Science from University of

Wisconsin – Madison

• Juris Doctor degree from Notre Dame Law School

Rishi Bharadwaj

PCTEL Experience

Senior Vice President and Chief Operating Officer

• Senior Vice President and Chief Operating Officer since August 2018 with responsibility for the Company’s worldwide operations

Age: 48

• Senior Vice President and General Manager-Connected Solutions from November 2016 to August 2018; Vice President and General Manager-Connected Solutions from March 2015 to November 2016; Vice President, Global Sales-Connected Solutions from March 2014 to March 2015; Vice President, Global Sales and Product Management from January 2014 to March 2014; and other leadership positions in the Connected Solutions segment from July 2003 to January 2014

Other Experience

• RF and software engineering roles, developing data collection and data analytics tools for the cellular industry, with other companies from 1996 to 2003

Education and Credentials

• Bachelor of Science degree in Electrical Engineering and Master’s degree in Electrical and Computer Engineering from Illinois Institute of Technology

• Master’s degree in Business Administration from Northwestern University’s Kellogg School of Management

Suzanne Cafferty

PCTEL Experience

Vice President, Global Marketing

• Vice President, Global Marketing since October 2022

Age: 54

• Vice President, Product Management and Global Marketing from January 2022 to October 2022; Vice President, Global Marketing from April 2020 to January 2022; and Senior Director, Corporate Marketing from February 2019 to April 2020

Other Experience

• Director of Marketing, Univar Solutions, a global leader in specialty chemical and ingredient distribution, from July 2017 to December 2018

• Senior Director, Global Marketing, Motorola Solutions, a leader in mission-critical communications products, solutions, and services, from November 2015 to June 2017

• Various management roles including strategic, brand, and product marketing with Motorola Solutions from June 1993 to June 2017

Education and Credentials

9


• Bachelor of Arts degree in English and History from University College Dublin, Ireland

• Post Graduate Diploma in Marketing Management from Dublin Institute of Technology, Ireland

• Master of Business Administration from Lake Forest Graduate School of Management, Illinois

Tricia Lancaster

PCTEL Experience

Vice President, Human Resources

• Vice President, Human Resources since January 2023

Age: 42

• Director of Human Resources from November 2015 to December 2022; Manager of Human Resources from November 2007 to October 2015; HR Administrator November from 2004 to October 2007

Other Experience

• Currently serving on an advisory panel for HR Source, a Human Resources association for employers,

• Human Resources & Office Manager with Standard Plastics

Education and Credentials

• Bachelor of Science degree in Human Development & Family Studies from the University of Illinois at Urbana-Champaign

• SHRM-SCP Certified

Daniel Laredo

PCTEL Experience

Vice President, Global Sales

• Vice President, Global Sales since December 2022

Age: 51

• Vice President, Business Development from August 2018 to December 2022; Vice President, Global Sales – Connected Solutions from July 2016 to August 2018; Vice President, Sales – EMEA from November 2015 to July 2016; Senior Director of Sales – EMEA from October 2008 to November 2015; and Director of Sales – EMEA from October 2003 to October 2008

Other Experience

• RF drive test and wireless optimization software sales for Agilent Technologies; and EMEA Regional Manager for SAFCO Technologies, Inc.

Education and Credentials

• Bachelor’s degree in Electronics Engineering from Universidad Simon Bolivar, Venezuela

• Master of Science in Electrical Engineering from The Pennsylvania State University

Kevin McGowan

PCTEL Experience

Vice President and Chief Financial

• Vice President and Chief Financial Officer since December 2018

Officer
Age: 57

• Vice President of Finance and Corporate Controller from August 2011 to December 2018; and Controller from February 2005 to August 2011

Other Experience

• Various finance and controller roles with Andrew Corporation, a manufacturer of hardware for communications networks, from 1992 to 2005

• Auditor with Arthur Anderson from 1988 to 1992

Education and Credentials

• Bachelor of Arts degree in Accounting from the University of Notre Dame

• Master’s degree in Business Administration from the University of Chicago Booth School of Business

• Certified Public Accountant

10 will be included


Board Diversity Matrix

In compliance with Nasdaq Rules 5605(f) and 5606, the Board has self-reported the diversity characteristics summarized in PCTEL’s proxythe table below.

Board Diversity Matrix (as of April 27, 2023)

 

Female

Male

Total Number of Directors

7

Part I: Gender Identity

Directors

3

4

Part II: Demographic Background

African American or Black

1

0

White

2

4

Audit Committee

The Audit Committee of the Board oversees the quality and integrity of the Company’s annual and quarterly financial statements; the Company’s financial reporting processes and financial statement foraudits; the 2023 Annual MeetingCompany’s accounting policies and procedures; the qualifications, performance, and independence of Stockholdersthe Company’s independent auditor; and the Company’s compliance with legal and regulatory requirements and the Company’s ethical standards. The members of the Audit Committee are Cynthia A. Keith (Chair), M. Jay Sinder and Steven D. Levy. Each member meets the applicable SEC and Nasdaq independence requirements. The Board has determined that Ms. Keith and Mr. Sinder each qualify as an “audit committee financial expert” as defined under the captions “Proposal #1 Electionrules and regulations of Directors,” “Information About Our Executive Officers,”the SEC, and “Corporate Governance” is incorporated by reference herein. The proxy statement will be filedthat all members of the Audit Committee meet the Nasdaq financial literacy requirements.

Stockholder Communications with the SECBoard of Directors

Stockholders who wish to communicate with any of the directors may do so by sending an e-mail message to the Chief Legal Officer at clo@pctel.com. The Chief Legal Officer monitors these communications, consults with the independent Chair of the Board and provides a summary of messages received to the Board of Directors at its regularly scheduled meetings. Where the nature of the communication warrants, the Chief Legal Officer may obtain more immediate attention to the matter from the appropriate committee or the Chair of the Board, independent advisors, or management. The Chief Legal Officer, in consultation with the Chair of the Board, will decide what, if any, response is warranted.

Code of Ethics

The Company’s Code of Ethics and Business Conduct (the “Code of Ethics”) applies to the Board of Directors and all employees of the Company and its subsidiaries, including our principal executive officer, principal financial officer, and principal accounting officer, as well as any contractor or agent of the Company. It provides guidance and standards for maintaining ethical behavior, requires that employees and directors comply with applicable laws and regulations, and prohibits conflicts of interests. The Code of Ethics is posted on the Company’s website at http://investor.pctel.com/documents.cfm. In addition, the Company has made available an ethics hotline for anonymously reporting violations of the Company’s Code of Ethics or any other policies and procedures. The Chair of the Board of Directors, Chair of the Audit Committee, and the Company’s General Counsel or Chief Legal Officer address all matters submitted pursuant to Rule 14a-6 under the Exchange Act in accordance with applicable SEC deadlines and is incorporated in this Item 10 by reference.ethics hotline.

Item 11: Executive Compensation

The Company qualifies as a “smaller reporting company” and is providing scaled disclosure on that basis in this section of the Form 10-K.

Named Executive Officers

The purpose of this summary of our executive compensation is to discuss material information requiredrelating to compensation awarded to the following individuals who have been identified as the Company’s “Named Executive Officers” or “NEOs” for the fiscal year ended December 31, 2022:

11


Name

Title as of December 31, 2022

David A. Neumann

Chief Executive Officer

Kevin J. McGowan

Vice President and Chief Financial Officer

Rishi Bharadwaj

Senior Vice President and Chief Operating Officer

Arnt Arvik(1)

Former Vice President and Chief Sales Officer

Leslie Sgnilek(1)

Former Vice President of Corporate Resources and Chief Risk Officer

(1)
Both Mr. Arvik and Mr. Sgnilek is included as a Named Executive Officers as a result of amounts accrued or paid under his respective Separation Agreement and Release filed as an exhibit to our Form 10-K.

Annual Compensation Process

The Role of the Independent Compensation Consultant. The compensation of the CEO and the other executive officers is established prior to the end of the first quarter of the fiscal year. The Compensation Committee has engaged Willis Towers Watson LLP, a global professional services company that serves as independent compensation consultant to the Compensation Committee (the “Independent Compensation Consultant”), to inform its decisions as to appropriate levels and elements of compensation for the NEOs and other executive officers. The Independent Compensation Consultant provides executive compensation consulting services to the Compensation Committee, including (i) assisting with establishing the Company’s compensation goals and objectives, (ii) providing relevant peer group and survey data on compensation, and (iii) advising on industry trends in executive compensation. The Independent Compensation Consultant provides no services to the Company other than the services it provides to the Compensation Committee. The Compensation Committee’s practice is to invite a representative of the Independent Compensation Consultant to attend substantially all Compensation Committee meetings.

In providing these services to the Compensation Committee, the Independent Compensation Consultant analyzes compensation information for comparable executive officers, which it derives from two independent surveys as well as publicly available data from a peer group. The peer group is currently comprised of 15 publicly traded companies that compete with the Company for talent or are comparable to the Company in terms of broad industry sectors, size, and business complexity.

Consideration of Say-On-Pay Results. The Company considered the results of the Say-on-Pay proposal presented to the stockholders for approval in 2022. In light of the approximately 98% support that the proposal received in 2022, the Company’s compensation policies and decisions remain focused on rewarding sustainable financial performance to drive stockholder value.

CEO Compensation. The CEO’s compensation must be approved each year by the independent Board members based on the recommendation of the Compensation Committee. In making its recommendation with respect to the CEO’s compensation, the Compensation Committee takes into consideration, among other factors, the Company’s financial results, the results of a performance evaluation of the CEO for the preceding year, and CEO compensation trends of the Company’s peer group. The annual evaluation of the CEO’s performance is conducted by the Nominating and Governance Committee through an electronic survey completed by all independent Board members. It requires each independent Board member to assess the CEO’s ability to meet the Company’s financial performance objectives, conduct succession planning, execute strategic plans, exhibit leadership, create value, and maintain good relationships with the stockholders, the Board of Directors, and other stakeholders of the Company. The Chair of the Nominating and Governance Committee reports the results to the other independent Board members in executive session and moderates a discussion thereof. In formulating its recommendation to the Board of Directors with respect to the CEO’s compensation, the Compensation Committee exercises its judgment, taking into account the results of the Nominating and Governance Committee’s survey and the discussion thereof, any stockholder input that may have been received, and the comparative data and advice of the Independent Compensation Consultant. The Compensation Committee’s discussions of the elements of compensation for the CEO are conducted in a closed session, typically with the Independent Compensation Consultant in attendance but with no Company employees present. The Chair of the Compensation Committee solicits input from the CEO in the course of the Compensation Committee’s formulation of its recommendation; however, the CEO is not permitted to participate in the deliberations by the Board of Directors in its consideration of the Compensation Committee’s recommendation for CEO compensation.

Other Executive Compensation. The Compensation Committee has full authority to determine the compensation of the NEOs and other executive officers (other than the CEO). In establishing compensation for such executive officers, the Compensation Committee relies on (i) the CEO’s evaluation of each executive officer’s individual performance and compensation recommendation, (ii) the Board’s experience with the executive officer, (iii) the benchmarking data compiled by the Independent Compensation Consultant, and (iv) the Company’s compensation philosophy. The CEO attended six of the seven Compensation Committee meetings in 2022. After consulting with the Independent Compensation Consultant and considering the benchmarking data, the Compensation Committee, in its discretion, approves the annual compensation for NEOs and the executive officers (other than the CEO), including salary and short-term and long-term incentives.

Principal Elements of Executive Compensation

12


The principal elements of executive compensation are briefly described in the table below. More extensive descriptions of the elements, and the related plans and benefits, are provided in later sections of this Item 11Form 10-K.

Compensation Element

Description

Base salary

• Principal element of cash compensation that is not “at risk”

• The Compensation Committee considers the performance, experience, and responsibilities of the executive officers in setting base salaries.

• The Compensation Committee seeks to establish base salaries that are competitive with those paid to comparable executive officers based upon benchmarking data provided by the Independent Compensation Consultant.

Short-Term Incentive Plan

• Annual performance-based incentive plan designed to motivate achievement of specifically identified, short-term corporate objectives, generally achievement of annual revenue and Adjusted EBITDA goals

• The Company’s annual financial plan plays an important role in establishing the objectives and target performance for this plan.

• Awards are denominated in cash but may be paid in cash, shares, or a combination of both.

• Not available to sales executives or sales team

Executive Sales Compensation Plan

• Variable compensation linked to the sales team’s success in generating profitable revenue

• Determined based upon achievement of goals that are aligned with the Company’s annual financial plan

• Paid in cash

Long-Term Incentive Plan

• Designed to encourage sustainable growth, consistent earnings, and management retention through consistency in long-term incentives

• Equity awards can be performance-based, service-based, or a combination of both.

• Performance-based incentive awards are generally based upon a multiple year performance period.

Change of control benefits

• Intended to induce the executive officers to continue to contribute to the success of the Company in connection with an event resulting in (i) the majority of the voting control of the Company being transferred (whether by way of merger, reorganization, or acquisition) or (ii) the sale of all or substantially all of the Company’s assets

• Includes lump sum payment of a specified percentage of base salary, continuation of Company-paid healthcare benefits for a specified period of time, and vesting of restricted stock previously awarded

• Triggered if the executive officer’s employment is involuntarily terminated within twelve months of a change of control (i.e., a “double trigger”)

Severance benefits

• Intended to compensate executive officers in the event of an involuntary termination of his/her employment unrelated to a change of control

• Includes salary continuation and Company-paid healthcare benefits for a specified period of time and vesting of certain restricted stock previously awarded

Other benefits

• Medical, dental, and vision benefits and term life, accidental death and dismemberment, and short and long-term disability insurance are provided with all or a substantial portion of the cost thereof paid by the Company.

• Employee Stock Purchase Plan allows employees of the Company to participate electively in a plan under which, through individual payroll deductions, they are permitted twice a year to buy shares of the Company’s common stock at prices discounted from the market price.

• The Company maintains a 401(k) plan and matches the contribution of a plan participant up to the first 4% of the participant’s compensation. The Company match vests immediately.

2022 Compensation

The following table presents the compensation of the NEOs for the years indicated below:

13


Summary Compensation Table

 

 

Salary(1)

Bonus(2)

Stock Awards(3)

Non-Equity Incentive Plan Compensation(4)

All Other Compensation(5)

Total

 

Year

($)

($)

($)

($)

($)

($)

David A. Neumann

2022

400,000

349,998

479,167

43,128

1,272,293

Chief Executive Officer

2021

389,656

109,104

349,997

45,004

893,761

Kevin J. McGowan

2022

321,371

237,600

240,612

36,699

836,282

Vice President and Chief Financial Officer

2021

289,913

58,345

254,100

27,767

630,125

Rishi Bharadwaj

2022

348,989

198,000

240,384

30,115

817,488

Senior Vice President & Chief Operating Officer

2021

329,469

66,306

186,340

35,814

617,929

Arnt Arvik(6)

2022

252,551

148,500

181,633

385,282

967,966

Former Vice President and Chief Sales Officer

 

 

 

 

 

 

 

Leslie Sgnilek(6)

2022

262,521

123,750

157,239

376,311

919,821

Former Vice President of Corporate Resources and Chief Risk Officer

 

 

 

 

 

 

 

(1)
The amounts shown reflect the actual amounts paid as salary during fiscal years 2022 and 2021. The amount shown for 2021 reflects a temporary 10% salary reduction instituted by the Board of Directors on April 1, 2020 to address the economic disruption caused by the COVID-19 pandemic. Concurrently with the salary reduction, the executive officers received shares of the Company’s common stock with equivalent value to 5% of salary which vested on April 1, 2021. The Board of Directors restored one-half of the 10% salary reduction effective on July 1, 2020 and the other half effective on April 1, 2021.
(2)
The amounts shown reflect discretionary awards for 2021.
(3)
The amounts shown do not reflect compensation actually received by the NEO in the year indicated. Instead, the amounts shown represent the aggregate grant date fair value of the restricted stock granted in the year indicated, calculated pursuant to FASB ASC Topic 718, excluding the effect of estimated forfeitures, and with performance-based shares valued at target. For a discussion of the valuation assumptions, see Note 10 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022.

The stock awards are restricted stock granted pursuant to the Long-Term Incentive Plan in effect for the year indicated. The award for each participant under the 2022 Long-Term Incentive Plan (“2022 LTIP”) is comprised of a performance-based incentive award (67%) and a service-based award (33%). The table below shows the maximum number and value of performance-based shares that may vest and be received under the 2022 LTIP. Performance-based shares are earned and vest, if at all, based upon the Company’s performance over the three-year period from 2022 through 2024. Performance is measured against a specified revenue target with a penalty if Adjusted EBITDA, a non-GAAP measure, as a percentage of revenue falls below specified levels. The table below indicates the maximum number of performance shares that would be awarded at the completion of the performance period with performance at or above the maximum revenue goal (without an Adjusted EBITDA penalty), and corresponding values using the closing price of a share of PCTEL common stock on the grant date. For the number of performance shares at target, see “2022 Long-Term Incentive Plan”. No additional shares will be awarded under the 2022 LTIP for performance exceeding the maximum performance goal. Each NEO must be an employee, director or contractor of the Company on the performance determination date to receive the stock award.

Name

Year

Maximum (# of Shares)

 

Value @ Maximum ($)

 

David A. Neumann

2022

 

79,133

 

 

391,710

 

Kevin J. McGowan

2022

 

56,000

 

 

277,200

 

Rishi Bharadwaj

2022

 

46,667

 

 

231,003

 

Arnt Arvik

2022

 

35,000

 

 

173,250

 

Leslie Sgnilek

2022

 

29,167

 

 

144,378

 

(4)
Non-Equity Incentive Plan Compensation with respect to Mr. Neumann, Mr. McGowan, Mr. Bharadwaj, and Mr. Sgnilek is discussed under “2022 Short-Term Incentive Plan” below. Non-Equity Incentive Plan Compensation with respect to Mr. Arvik is discussed under “Variable Compensation under 2022 Sales Compensation Plan” below. With respect to Messrs. Sgnilek and Arvik, amounts included in PCTEL’s proxy statementthis column represent amounts actually earned prior to their separation from service.
(5)
All Other Compensation represents matching contributions under the 401(k) plan, group life, accident and disability insurance premiums, healthcare insurance premiums and contributions to Health Savings Accounts, and dividends on unvested restricted stock awards. For Mr. Neumann, it also reflects an annual reimbursement of $3,721 in 2022 and $5,832 in 2021 for financial and tax advisory services and tax preparation. For Mr. Arvik it also reflects $355,042 accrued or paid in 2022 under his Separation Agreement and Release dated December 15, 2022 filed as an exhibit to our Form 10-K, and for Mr Sgnilek it also reflects $340,148 accrued or paid in 2022 under his Separation Agreement and Release dated November 14, 2022 filed as an exhibit to our Form 10-K.
(6)
(6) Mr. Arvik and Mr. Sgnilek were not NEOs for the 2023fiscal year ended December 31, 2021.

2022 Short-Term Incentive Plan. Mr. Neumann, Mr. McGowan, Mr. Bharadwaj, and Mr. Sgnilek, participated in the 2022 Short-Term Incentive Plan (“2022 STIP”). The 2022 STIP was designed to provide incentive awards for the NEOs and other executive officers based on the achievement of the specifically-identified corporate Adjusted EBITDA and revenue goals. The design of the 2022 STIP weighted achievement of the Adjusted EBITDA goal at 70% and achievement of the revenue goal at 30%. The target Adjusted EBITDA and revenue goals were consistent with the Company’s 2022 financial plan targets. The threshold Adjusted EBITDA was 25% below the

14


target and the maximum Adjusted EBITDA was 25% above the target. The threshold revenue was 8% below the target and the maximum revenue was 8% above the target. Incentive awards for achievements between the threshold and target goals or between the target and maximum goals were determined on a straight-line basis. The 2022 STIP was designed with no incentive award for performance below the threshold and no increased incentive for performance above the maximum. The percentage of base salary paid as the incentive award at the three levels of achievement is assigned to participants by job category and responsibilities.

The determination of Adjusted EBITDA for 2022 incorporates the actual cash payout made to participants under the 2022 STIP, thereby aligning the 2022 STIP participants’ interests directly with those of the stockholders. “Adjusted EBITDA” is a non-GAAP measure that the Company defines as GAAP operating profit, excluding stock compensation expenses, amortization of intangible assets, depreciation, restructuring charges, impairment charges, gain/loss on sale of product lines, acquisition-related expenses, and expenses included in GAAP operating profit to the extent their recovery is recorded below operating profit. We believe that use of this non-GAAP measure facilitates comparability of results over different periods.

The Compensation Committee believed that the target Adjusted EBITDA and revenue goals for the Company were challenging but achievable with significant effort. The Company achieved Adjusted EBITDA of $10.7 million, between the target and maximum. The Company achieved revenue of $99.4 million, slightly below target. The 2022 STIP paid out at 20% above the target award. The 2022 STIP awards were paid 50% in the Company’s common stock and 50% in cash for NEOs, other executive officers, and key managers and 100% in cash for all other participants.

The actual awards under the 2022 STIP for Mr. Neumann, Mr. McGowan, Mr. Bharadwaj, and Mr. Sgnilek are reflected in the Summary Compensation Table above. The table below reflects the amounts of awards that would have been paid under the 2022 STIP had the Company achieved threshold, target, and maximum performance.

 

At Threshold(1)

 

 

At Target

 

 

At Maximum(2)

 

Name

(% of base salary)

($)

 

 

(% of base salary)

($)

 

 

(% of base salary)

($)

 

David A. Neumann

25.00%

 

100,000

 

 

100.00%

 

400,000

 

 

200.00%

 

800,000

 

Kevin J. McGowan

15.60%

 

50,230

 

 

62.50%

 

200,857

 

 

125.00%

 

401,714

 

Rishi Bharadwaj

14.40%

 

50,185

 

 

57.50%

 

200,669

 

 

115.00%

 

401,338

 

Leslie Sgnilek

12.50%

 

32,815

 

 

50.00%

 

131,261

 

 

100.00%

 

262,521

 

(1)
The threshold award is equal to 25% of the target award.
(2)
The maximum award is equal to 200% of the target award.

Variable Compensation under 2022 Sales Compensation Plan. As Chief Sales Officer, Mr. Arvik had a 2022 Sales Compensation Plan intended to more directly link his compensation to the performance of the Company’s sales team in generating profitable sales. Mr. Arvik’s variable compensation under his 2022 Sales Compensation Plan was determined based upon the achievement of the assigned sales quota and Adjusted EBITDA (as defined under “Awards Under the 2022 Short-Term Incentive Plan” above) goals. Mr. Arvik’s sales quota was based upon the Company’s total revenue, with the target consistent with the Company’s 2022 financial plan target. Likewise, the target Adjusted EBITDA goal was consistent with the Company’s 2022 financial plan target. The payout factor on each goal accelerates as the level of revenue and Adjusted EBITDA increases, and payouts are capped as described in the table below.

Mr. Arvik’s actual compensation under his 2022 Sales Compensation plan is reflected in the Summary Compensation Table above. The target and maximum variable compensation under Mr. Arvik’s 2022 Sales Compensation Plan are summarized in the table below:

 

At Target

 

At Maximum

 

Name

(% of base
salary)

 

$

 

(% of base
salary)
1

 

$

 

Arnt Arvik

 

67.0

%

 

176,613

 

 

167.5

%

 

441,532

 

(1)
The maximum variable compensation would be payable if the Company had both revenue and Adjusted EBITA equal to or exceeding 200% of the relevant targets.

2022 Long-Term Incentive Plan. The Long-Term Incentive Plan for 2022 (“2022 LTIP”), consistent with the Long-Term Incentive Plans for 2021 and 2020, featured a substantial percentage of awards subject to performance-based vesting: 67% is a performance incentive award with restricted shares vesting based upon the Company’s revenue growth over a three-year period (the “performance period”) and 33% is a service-based award with restricted shares vesting over three years in equal annual installments. Target performance requires achievement of compound annual growth in revenue of 8% over the performance period (i.e., revenue in 2024 must reflect 8% compound annual growth over revenue in 2021). If the Company achieves the target performance over the performance period, the NEOs will receive the number of performance-based shares indicated in the table below at the conclusion of the performance period, subject to the potential reduction described below relating to achievement of a specified Adjusted EBITDA goal over the

15


performance period. The value of the shares in the table below is calculated using the closing price of a share of PCTEL common stock on the grant date.

 

Service-Based Shares

 

Value of Service-Based Shares

 

Performance-Based Shares (At Target)

 

Value of Performance-Based Shares (At Target)

 

Total # of Shares

 

Value of Shares Total

 

 

(#)

 

($)

 

(#)

 

($)

 

(#)

 

($)

 

David A. Neumann

 

22,610

 

 

116,668

 

 

45,219

 

 

233,330

 

 

67,829

 

 

349,998

 

Kevin J. McGowan

 

16,000

 

 

79,200

 

 

32,000

 

 

158,400

 

 

48,000

 

 

237,600

 

Rishi Bharadwaj

 

13,333

 

 

65,998

 

 

26,667

 

 

132,002

 

 

40,000

 

 

198,000

 

Arnt Arvik

 

10,000

 

 

49,500

 

 

20,000

 

 

99,000

 

 

30,000

 

 

148,500

 

Leslie Sgnilek

 

8,333

 

 

41,248

 

 

16,667

 

 

82,502

 

 

25,000

 

 

123,750

 

 

 

 

 

 

 

 

 

 

 

210,829

 

 

1,057,848

 

The actual number of performance-based shares issued to NEOs, if any, will depend upon the Company’s performance relative to target. If the Company achieves greater than the target performance over the performance period, the NEOs will receive more performance-based shares than indicated in the table above, determined in accordance with the table below. The 2022 LTIP payout ranges from 0% to 175% of the target performance award. Achievement of revenue growth between the percentages indicated in the table below will be mathematically interpolated.

Revenue Growth for Performance Period

% of Target Performance Award

0.00% or less

0.00%

1.00%

12.50%

2.00%

25.00%

3.00%

37.50%

4.00%

50.00%

5.00%

62.50%

6.00%

75.00%

7.00%

87.50%

8.00%

100.00%

9.00%

118.75%

10.00%

137.50%

11.00%

156.25%

12.00% or more

175.00%

The foregoing notwithstanding, the number of performance-based shares earned will be reduced by 20% if the Company’s Adjusted EBITDA (as defined in “2022 Short-Term Incentive Plan” as a percentage of the Company’s revenue for the performance period is less than 8%. Each NEO must be an employee, director, or contractor of the Company on the performance determination date in order to receive the performance-based award and on the vesting date in order to receive the service-based award.

Awards Under 2019 Long-Term Incentive Plan

As disclosed in our Definitive Proxy Statement for our 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 15, 2020, NEOs and executive officers were granted awards pursuant to the 2019 Long-Term Incentive Plan (“2019 LTIP”) comprised of performance-based restricted stock (67%) vesting based upon the Company’s revenue growth over a three-year period and service-based restricted stock (33%) vesting over three years in equal annual installments. None of the performance-based restricted stock under the captions “Executive2019 LTIP vested because the minimum revenue growth required for the three-year performance period ending December 31, 2021 was not achieved.

Equity Plans and Awards

Stock Plan. Equity issued by the Company under the 2022 STIP and under the 2022 LTIP is issued under the PCTEL, Inc. 2019 Stock Incentive Plan (the “2019 Stock Incentive Plan”). The 2019 Stock Incentive Plan replaced the PCTEL, Inc. Stock Plan adopted in 2015 (the “2015 Stock Plan”). Equity awards granted under the 2015 Stock Plan that were earned or vested subsequent to adoption of the 2019 Stock Incentive Plan were nevertheless issued from shares remaining in the 2015 Stock Plan.

16


Although the Compensation Committee can grant stock options under the 2019 Stock Incentive Plan, no stock options were granted to executive officers during 2021 and Other Matters,”2022. The Compensation Committee has never re-priced previously granted stock options, and “Compensationboth the 2015 Stock Plan and the 2019 Stock Incentive Plan expressly prohibit such re-pricing of previously granted stock options. The 2019 Stock Incentive Plan includes further provisions reflecting equity incentive plan “best practices” intended to protect the interests of our stockholders, including (i) limits on the number of shares that can be issued to an individual in a calendar year, (ii) no “evergreen” provision that automatically increases the number of shares authorized under the plan, (iii) no “recycling” of shares used to, for example, satisfy tax withholding obligations, and (iv) a limit on the number of shares that can be issued without a vesting period of at least one year (i.e., 5% of the aggregate shares available for issuance under the plan).

The following table provides information as of December 31, 2022 about PCTEL common stock that may be issued upon the exercise of outstanding awards and shares remaining for issuance in connection with future awards:

Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)

Plan Category

(#)

($)

(#)

Equity compensation plans approved by stockholders

513,986 (1)

6.02 (2)

2,853,378 (3)

Equity compensation plans not approved by stockholders

(1)
Includes options, as well as unvested restricted stock awards and restricted stock units subject to service-based vesting. Does not include shares which may be issued under awards subject to performance-based vesting under the Long-Term Incentive Plans for 2020, 2021, and 2022. The actual number of performance-based shares issued will depend upon the Company’s performance and will fall within a range from zero to the maximum number established by the Compensation Committee. As of December 31, 2022, the maximum number of performance-based shares which may be issued under the Long-Term Incentive Plans for 2020, 2021, and 2022 was 912,107 shares. Does not include purchase rights under the PCTEL, Inc. Employee Stock Purchase Plan (the “ESPP”).
(2)
Reflects the weighted average exercise price of options to purchase shares. Does not include purchase rights under the ESPP, restricted stock awards, or restricted stock units.
(3)
Includes 1,576,849 shares available for issuance under the 2019 Stock Incentive Plan, including shares which may be issued under awards subject to performance-based vesting under the Long-Term Incentive Plans for 2020, 2021, and 2022 (see footnote 1). Also includes 1,276,529 shares available for issuance under the ESPP.

Stock Retention Guidelines. In order to align further the interests of the Company’s NEOs and other Section 16 officers with the interests of the stockholders, the Board of Directors adopted a stock retention policy that prohibits (i) the CEO from selling or otherwise disposing of PCTEL common stock unless, after giving effect to the sale, he holds shares with a market value equal to five times his annual base salary, and (ii) the other NEOs and Section 16 officers from selling or otherwise disposing of PCTEL common stock unless, after giving effect to the sale, such officer holds shares with a market value equal to his/her annual base salary.

Outstanding Equity Awards. The following table indicates the unexercised options, unvested stock, and equity incentive plan awards for each NEO outstanding as of December 31, 2022:

 

Option Awards

 

Stock Awards(1)

 

 

 

Securities Underlying Unexercised Options (Exercisable)

Securities Underlying Unexercised Options (Unexercisable)

Option Exercise Price

Option Expiration Date

 

Shares or Units of Stock That Have Not Vested

 

Market Value of Shares or Units of Stock That Have Not Vested(2)

 

Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested(3)

 

Equity Incentive Plan Awards:Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)

 

Name

Grant Date

(#)

(#)

($)

 

 

(#)

 

($)

 

(#)

 

($)

 

David A. Neumann

 

 

35,199

 

 

151,356

 

 

91,468

 

 

393,312

 

Kevin J. McGowan

 

 

24,267

 

 

104,348

 

 

62,100

 

 

267,030

 

Rishi Bharadwaj

 

 

19,700

 

 

84,710

 

 

50,367

 

 

216,578

 

Arnt Arvik

 

 

 

 

8,000

 

 

34,400

 

Leslie Sgnilek

 

 

 

 

6,700

 

 

28,810

 

17


(1)
The vesting of the shares indicated in the table above will occur on the dates indicated in the table below:

David A. Neumann

 

Kevin J. McGowan

 

Rishi Bharadwaj

 

Grant Date

Vesting Date

Number of Shares Vesting

 

Grant Date

Vesting Date

Number of Shares Vesting

 

Grant Date

Vesting Date

Number of Shares Vesting

 

2/5/2020

2/5/2023

 

3,498

 

2/5/2020

2/5/2023

 

1,667

 

2/5/2020

2/5/2023

 

1,500

 

2/5/2020

2023

 

23,989

 

2/5/2020

2023

 

10,000

 

2/5/2020

2023

 

9,000

 

2/4/2021

2/4/2023

 

4,545

 

2/4/2021

2/4/2023

 

3,300

 

2/4/2021

2/4/2023

 

2,433

 

2/4/2021

2/4/2024

 

4,546

 

2/4/2021

2/4/2024

 

3,300

 

2/4/2021

2/4/2024

 

2,434

 

2/4/2021

2024

 

27,686

 

2/4/2021

2024

 

20,100

 

2/4/2021

2024

 

14,700

 

2/22/2022

2/22/2023

 

7,536

 

2/9/2022

2/18/2023

 

5,333

 

2/9/2022

2/18/2023

 

4,444

 

2/22/2022

2/22/2024

 

7,537

 

2/9/2022

2/18/2024

 

5,333

 

2/9/2022

2/18/2024

 

4,444

 

2/22/2022

2/22/2025

 

7,537

 

2/9/2022

2/18/2025

 

5,334

 

2/9/2022

2/18/2025

 

4,445

 

2/22/2022

2025

 

39,793

 

2/9/2022

2025

 

32,000

 

2/9/2022

2025

 

26,667

 

Arnt Arvik

 

Leslie Sgnilek

 

Grant Date

Vesting Date

Number of Shares Vesting

 

Grant Date

Vesting Date

Number of Shares Vesting

 

2/5/2020

2023

 

8,000

 

2/5/2020

2023

 

6,700

 

(2)
The market value is incorporatedcalculated by multiplying the number of shares that have not vested by $4.30, the closing price per share of PCTEL common stock on December 31, 2022.
(3)
The number of performance-based shares is based on achievement of target performance goals and, accordingly, the number of shares actually issued may be less or greater than the number indicated above based upon the Company’s performance relative to target. The vesting date for performance-based shares is dependent on the timing of the completion of the Company’s audit of the final year in the performance period.

Change of Control and Severance Benefits

The Company has entered into Management Retention Agreements to provide retention benefits to its NEOs and other executive officers upon the occurrence of certain events surrounding a Change of Control. These retention benefits are intended to induce the executive officers to continue to contribute to the success of the Company in the transition period and the post-acquisition period to the extent permitted by the successor or acquirer. A “Change of Control” is an event resulting in (i) the majority of the voting control of the Company being transferred (whether by way of merger, reorganization, or acquisition) or (ii) the sale of all or substantially all of the Company’s assets. The retention benefits offered by the Company to executive officers in connection with a Change of Control are based on a “double trigger” requiring both (i) a completed Change of Control event, and (ii) within 12 months following such Change of Control event, either (x) an involuntary termination of such executive officer’s employment other than as a result of cause, death or disability, or (y) a termination by the executive officer of his or her employment pursuant to a “Voluntary Termination for Good Reason” (as defined in the applicable management retention agreement). The principal retention benefits available to the NEOs and participating executive officers upon satisfaction of both triggers are a lump sum payment of a specified percentage of base salary, acceleration of 100% of any then unvested equity incentives, and Company-paid healthcare benefits for a specified period of time, all as indicated in the table below. The Company does not provide any tax gross-up on retention benefits. The Compensation Committee believes that the level of these benefits would not, in the aggregate, represent a financial deterrent to a buyer or successor entity in considering a combination transaction with the Company. The description of the Management Retention Agreements and the benefits payable thereunder is qualified in its entirety by reference herein.to the Form of Management Retention Agreement, and in the case of Mr. Neumann, the Management Retention Agreement dated May 6, 2020 between PCTEL, Inc. and David A. Neumann, filed as exhibits to our Form 10-K.

Under severance benefits letters with the Company (and in the case of Mr. Neumann, his employment agreement with the Company), the NEOs and other executive officers are also entitled to severance and related benefits in connection with (i) an involuntary termination of such executive officer’s employment other than as a result of cause, death or disability, and (ii) a termination by the executive officer of his or her employment pursuant to a “Voluntary Termination for Good Reason” (as defined in the applicable severance benefits letter or employment agreement) in each case, unassociated with a Change of Control. The principal severance benefits include salary continuation, acceleration of the vesting of certain equity awards, and Company-paid healthcare benefits for a specified period of time. Mr. Neumann would also receive a short-term incentive or other bonus based upon the Company’s actual performance for the performance period pro-rated for the period of employment. The Company does not provide any tax gross-up on severance benefits. The description of the severance benefits letters and the benefits payable thereunder is qualified in its entirety by reference to the Form of Severance Benefits Letter filed as an exhibit to our Form 10-K. The description of the Mr. Neumann’s employment agreement and the benefits payable thereunder is qualified in its entirety by reference to the Employment Agreement dated December 5, 2016 between PCTEL, Inc. and David A. Neumann filed as an exhibit to our Form 10-K.

The table below summarizes the severance and Change of Control benefits for our Named Executive Officers, other than Mr. Arvik and Mr. Sgnilek, as of December 31, 2022. Mr. Arvik’s Separation Agreement and Release provides him with salary continuation for twelve months, accelerated vesting of service-based restricted shares scheduled to vest in February 2023 (other service-based restricted shares were forfeited pursuant to the terms of the awards), entitlement to performance-based shares under the Company’s 2020 Long-Term Incentive Plan, payment under his sales compensation plan as if he had remained employed for the last two weeks of 2022, Company

18


paid healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”) for up to twelve months, and payment for earned but unused paid time off. Mr. Sgnilek’s Separation Agreement and Release provides him with salary continuation for twelve months, accelerated vesting of service-based restricted shares scheduled to vest in February 2023 (other service-based restricted shares were forfeited pursuant to the terms of the awards), entitlement to performance-based shares under the Company’s 2020 Long-Term Incentive Plan, Company paid healthcare coverage under COBRA for up to twelve months, and payment for earned but unused paid time off. These descriptions of Mr. Arvik’s and Mr. Sgnilek’s respective Separation Agreements and Releases are qualified in their entirety by reference to Mr. Arvik’s Separation Agreement and Release dated December 15, 2022 and Mr. Sgnilek’s Separation Agreement and Release dated November 14, 2022 filed as exhibits to our Form 10-K.

 

Severance Benefits (i.e., Involuntary Termination Unrelated to a Change of Control)

 

Change of Control Benefits (i.e., Involuntary Termination Within 12 Months of a Change of Control)

Name

Salary Continuation

Short-Term Incentive Plan

Healthcare
 (in months)

Acceleration of Unvested Options

Acceleration of Unvested Shares (1)

 

Multiple of Annual Salary (Paid in Lump Sum)

Healthcare
(in months)

Acceleration of Unvested Options

Acceleration of Unvested Shares (2)

David A. Neumann

12 months

Pro-Rata (3)

Up to 12 months

100%

100%

 

2.25x

Up to 12 months

100%

100%

Kevin J. McGowan

12 months

Up to 12 months

12 months

12 months

 

2x

Up to 12 months

100%

100%

Rishi Bharadwaj

12 months

Up to 12 months

12 months

12 months

 

2x

Up to 12 months

100%

100%

(1)
The occurrence of an involuntary termination (other than for cause, death or disability) or a Voluntary Termination for Good Reason (as defined in the severance benefits letter) of an NEO (other than the CEO) in 2022 would have resulted in service-based restricted shares partially accelerating as if the NEO had continued to be employed for 12 months. The occurrence of an involuntary termination (other than for cause) or a Voluntary Termination for Good Reason (as defined in the CEO’s employment agreement) of the CEO in 2022 would have resulted in an immediate vesting of all unvested service-based equity awards, and performance-based equity awards would vest and pay out in accordance with the terms thereof on a pro-rated basis for the period of his employment.
(2)
Upon the occurrence of a Change of Control, performance-based equity awards will automatically convert into service-based equity awards with no performance contingencies but with monthly vesting over the performance period; however, in the event of the involuntary termination (other than for cause, death or disability) or Voluntary Termination for Good Reason (as defined in the applicable management retention agreement) of any NEO within 12 months following a Change of Control, all such NEO’s equity awards will immediately vest.
(3)
Under his employment agreement, Mr. Neumann would receive a short-term incentive payment under the 2022 Short-Term Incentive Plan (based upon the Company’s actual performance for the performance period) or other bonus program, pro-rated for the period of employment.

Compensation of Directors

We structure director compensation to attract and retain qualified non-employee directors and to further align the interests of directors with the interests of stockholders. The Compensation Committee annually reviews surveys of non-employee director compensation trends and a competitive analysis of peer company practices prepared by Willis Towers Watson LLP, the independent compensation consultant engaged by the Compensation Committee. The Committee makes recommendations to the Board of Directors on cash and stock compensation for non-employee directors. Each element of director compensation is described in this section.

Commencing with the 2022 annual meeting, the Board of Directors moved away from payment for attendance at board and committee meetings to a retainer-based system that eliminates board and committee meeting fees. This change to a retainer reflects the ongoing work of the Board and its committees throughout the year, is aligned with practices of the Company’s peer group, provides consistency for budgetary purposes, and simplifies administration of payment. In November 2022, the Board made a further change to pay $5,000 of the committee membership and leadership compensation in cash rather than paying such compensation entirely in the Company’s common stock.

Non-employee directors receive an annual cash retainer of $35,000 paid in quarterly installments and shares of common stock with a grant date fair value of $60,000, as well as the following annual compensation for Board leadership roles and committee membership:

the Chair of the Board of Directors receives a cash retainer of $12,000 and shares of common stock with a grant date fair value of $18,000;
the Chair of the Audit Committee receives a cash retainer of $5,000 and shares of common stock with a grant date fair value of $12,500;
the Chair of the Compensation Committee receives a cash retainer of $5,000 and shares of common stock with a grant date fair value of $10,000;

19


the Chair of the Nominating and Governance Committee receives shares a cash retainer of $5,000 and of common stock with a grant date fair value of $10,000; and
each other non-employee member of any of the foregoing committees receives a cash retainer of $5,000 and shares of common stock with a grant date fair value of $5,000.

All grants of common stock to non-employee directors, as described above, are awarded on the date of the annual meeting. All grants are made pursuant to the PCTEL, Inc. 2019 Stock Incentive Plan (the “Stock Plan”) and vest on the first anniversary of the grant date. Non-employee directors who become Chair of the Board, chair of a committee, or a committee member between annual meetings receive a pro-rated grant of common stock on the first day of service in such role. The number of shares granted is based on the total dollar value divided by the closing price of PCTEL common stock on the Nasdaq Global Select Market on the date of grant.

In addition to the above-referenced grants, new non-employee directors receive a one-time grant of restricted stock with a grant date fair value of $50,000 based upon the closing price of PCTEL common stock on the Nasdaq Global Select Market as of the first date of service, which vests in equal annual installments over three years.

2022 Director Compensation

 

Fees Earned or Paid in Cash

 

Stock Awards (1)(2)

 

Total

 

Name

($)

 

($)

 

($)

 

Cindy K. Andreotti

 

39,000

 

 

84,999

 

 

123,999

 

Gina Haspilaire

 

39,000

 

 

84,999

 

 

123,999

 

Cynthia A. Keith

 

40,000

 

 

86,869

 

 

126,869

 

Steven D. Levy

 

41,500

 

 

71,496

 

 

112,996

 

Giacomo Marini

 

37,000

 

 

69,996

 

 

106,996

 

M. Jay Sinder

 

49,000

 

 

87,121

 

 

136,121

 

(1)
The values shown reflect the grant date fair value of the award, computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions, see Note 10 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022.
(2)
The following table shows the aggregate number of unvested restricted stock awards outstanding on December 31, 2022 for each of the directors named in the director compensation table.

Name

Stock Awards (#)

Cindy K. Andreotti

21,144

Gina Haspilaire

21,144

Cynthia A. Keith

21,580

Steven D. Levy

17,785

Giacomo Marini

17,412

M. Jay Sinder

21,631

Based upon information provided by the Compensation Committee’s independent compensation consultant, the Board believes that the total cost of compensation for non-employee directors is slightly below the median of its designated peer group when normalized for board composition.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information requiredregarding the beneficial ownership of PCTEL common stock based on a review of filings made with the Securities and Exchange Commission as of April 19, 2023 by:

Each stockholder known by this Item 12PCTEL to beneficially own more than 5% of the common stock;
Each director;
Each named executive officer; and
All of the directors and named executive officers as a group.

Beneficial ownership is determined based on the rules of the SEC. Percent of shares beneficially owned is based upon 19,083,075 shares of common stock outstanding as of April 19, 2023. In addition, shares of common stock underlying options that are exercisable as of April 19, 2023 or that will be included in PCTEL’s proxy statementbecome exercisable on or before June 18, 2023 (60 days subsequent to April 19, 2023) are treated as outstanding and beneficially owned by the person holding the options for the 2023 Annual Meetingpurpose of Stockholderscomputing the percentage

20


ownership of such person and are listed below under the captions “Security Ownership“Number of Certain Beneficial OwnersShares Underlying Options” column, but those shares underlying options are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the Company believes that the stockholders listed below have sole voting and Management”dispositive power with respect to all shares listed beside each stockholder’s name, subject to applicable community property laws.

Beneficial Owners

Number of Shares Beneficially Owned

 

Number of Shares Underlying Options

Total Shares Beneficially Owned

 

Percentage of Shares Beneficially Owned

 

5% Stockholders

 

 

 

 

 

 

 

Royce & Associates, LP(1)

 

1,618,791

 

 

1,618,791

 

 

8.48

%

Chain of Lakes Investment Fund, LLC / Christopher B. Woodruff(2)

 

1,527,272

 

 

1,527,272

 

 

8.00

%

Renaissance Technologies LLC / Renaissance Technologies Holdings Corporation (3)

 

1,239,898

 

 

1,239,898

 

 

6.50

%

Dimensional Fund Advisors LP (4)

 

1,190,725

 

 

1,190,725

 

 

6.24

%

Directors and Named Executive Officers

 

 

 

 

 

 

 

David A. Neumann(5)

 

378,631

 

 

378,631

 

 

1.98

%

Kevin J. McGowan

 

204,155

 

 

204,155

 

 

1.07

%

Rishi Bharadwaj

 

260,226

 

 

260,226

 

 

1.36

%

Arnt Arvik

 

40,746

 

 

40,746

 

*(10)

 

Leslie Sgnilek

 

95,728

 

 

95,728

 

*(10)

 

Giacomo Marini (6)

 

132,742

 

 

132,742

 

*(10)

 

Steven D. Levy (7)

 

131,504

 

 

131,504

 

*(10)

 

Cindy K. Andreotti(8)

 

109,443

 

 

109,443

 

*(10)

 

Gina Haspilaire

 

103,865

 

 

103,865

 

*(10)

 

M. Jay Sinder

 

101,182

 

 

101,182

 

*(10)

 

Cynthia A. Keith(9)

 

72,513

 

 

72,513

 

*(10)

 

All directors and named executive officers as a group (12 persons)

 

1,630,735

 

 

1,630,735

 

 

8.55

%

(1)
Information with respect to the number of shares of PCTEL common stock beneficially owned is based solely on the Schedule 13G amendment filed with the SEC by Royce & Associates, LP (“Royce”) on January 24, 2023. Royce has sole dispositive power with respect to 1,618,791 shares, shared dispositive power with respect to 0 shares, sole voting power with respect to 1,618,791 shares and “Executive Compensationshared voting power with respect to 0 shares. Royce disclaims beneficial ownership of all such shares. Royce’s address is 745 Fifth Avenue, New York, NY 10151.
(2)
Information with respect to the number of shares of PCTEL common stock beneficially owned is based solely on the Schedule 13D amendment filed with the SEC by Chain of Lakes Investment Fund, LLC (“Chain”) and Other Matters-Equity PlansChristopher B. Woodruff on January 22, 2021. Chain has sole dispositive power with respect to 0 shares, shared dispositive power with respect to 1,527,272 shares, sole voting power with respect to 0 shares, and Awards”shared voting power with respect to 1,527,272 shares. Mr. Woodruff is deemed to have shared dispositive and voting power over the shares held by Chain as a result of his position as President of Chain. Mr. Woodruff disclaims beneficial ownership of the shares owned by Chain. Chain and Mr. Woodruff’s address is incorporated8101 34th Avenue South, Suite 400, Bloomington, MN 55425.
(3)
Information with respect to the number of shares of PCTEL common stock beneficially owned is based solely on the Schedule 13G amendment filed with the SEC by reference herein.Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation (together, “Renaissance”) on February 13, 2023. Renaissance has sole dispositive power with respect to 1,239,898 shares, shared dispositive with respect to 0 shares, sole voting power with respect to 1,202,686 shares and shared voting power with respect to 0 shares. Renaissance’s address is 800 Third Avenue, New York, NY 10022.
(4)

Information with respect to the number of shares of PCTEL common stock beneficially owned is based solely on the Schedule 13G amendment filed with the SEC by Dimensional Fund Advisors LP (“Dimensional”) on February 10, 2023. Dimensional has sole dispositive power with respect to 1,190,725 shares, shared dispositive power with respect to 0 shares, sole voting power with respect to 1,163,904 shares and shared voting power with respect to 0 shares. Dimensional disclaims beneficial ownership of all such shares. Dimensional’s address is 6300 Bee Cave Road, Building One, Austin, TX 78746.
(5)
Includes 254,198 shares of PCTEL common stock held by the David A. Neumann Living Trust and 57,038 shares of PCTEL common stock held by the Sharon L. Neumann Living Trust.
(6)
Includes 18,951 shares of PCTEL common stock held by the Giacomo Marini Trust and 113,789 shares of PCTEL common stock held by the Marini-Jamason Community Property Trust.
(7)
Includes 5,000 shares of PCTEL common stock held by Beena M. Levy, spouse of Steven D. Levy.
(8)
Includes 88,299 shares of PCTEL common stock are held by the Cindy K. Andreotti Revocable Trust.
(9)
Included 50,933 shares of PCTEL common stock are held by the Cynthia Keith Living Trust.
(10)
Less than 1%.

The information required by this Item 13 will be included

Certain Relationships and Related Person Transactions

For each of the last two completed fiscal years of the Company, no director, executive officer, beneficial owner of more than 5% of PCTEL common stock, or any person who is the immediate family member or shares the household (other than a tenant or employee) of any of the foregoing persons, had any material interest, direct or indirect, in PCTEL’s proxy statementany transaction or proposed transaction of the Company that involved an amount exceeding the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the 2023 Annual Meetinglast two completed fiscal years.

21


Director Independence

The Board of Stockholders underDirectors has determined that each of the caption “Corporate Governance”non-employee directors is an “independent director” based on the Nasdaq listing standards and is incorporated by reference herein.that the members of the Audit and Compensation Committees fulfill additional SEC and Nasdaq independence standards applicable to members of those committees. Only independent directors may serve on the Audit, Compensation, and Nominating and Governance Committees. In determining the independence of the directors, the Board of Directors affirmatively determines whether a non-employee director has a relationship that would interfere with that director’s exercise of independent judgment in carrying out the responsibilities of being a director.

Item 14: Principal Accountant Fees and Services

Fees Paid to Independent Registered Public Accounting Firms

The information requiredfollowing table summarizes the aggregate fees billed to the Company by this Item 14 will be included in PCTEL’s proxy statementGrant Thornton LLP, the Company’s independent registered public accounting firm, for the 2023 Annual MeetingCompany’s 2022 and 2021 fiscal years:

 

Fiscal Year 2022

 

 

Fiscal Year 2021

 

Type of Fees

($)

 

 

($)

 

Audit fees (1)

 

752,350

 

 

 

738,370

 

Audit related fees (2)

 

15,225

 

 

 

14,070

 

All other fees (3)

 

0

 

 

 

33,075

 

 

 

767,575

 

 

 

785,515

 

(1)
Audit Fees — These are fees for professional services for fiscal years 2022 and 2021. The professional services provided included auditing the Company’s annual financial statements and internal controls, reviewing the Company’s quarterly financial statements, expressing an opinion on the Company’s financial statements, and providing other services that are normally provided in connection with statutory and regulatory filings or engagements.
(2)
Audit-Related Fees — These are fees for assurance and related services that are reasonably associated with the performance of Stockholders under the captions “Summaryaudit or review of the Company’s financial statements that are not reported as “Audit Fees” above. For fiscal years 2022 and 2021, these fees included auditing the Company’s 401(k) plan.
(3)
All Other Fees — These are fees for permissible services that do not fall within the above categories. In 2021, the Company incurred fees for services provided by Grant Thornton for due diligence conducted in connection with the acquisition of Proposal #3Smarteq Wireless AB and “Pre-Approvalits subsidiary.

Pre-Approval of Independent Auditor Services and Fees” and is incorporated by reference herein.Fees

It is the practice of the Audit Committee to consider and approve in advance all auditing and non-auditing services provided to the Company by the independent registered public accounting firm in accordance with the applicable requirements of the SEC. In accordance with the Audit Committee Charter, the Audit Committee has delegated to the Chair the authority to pre-approve auditing and non-auditing services, provided such pre-approval is reported to the Audit Committee at its next meeting. The Audit Committee reviewed and approved all audit, audit-related, and other fees for services provided to the Company by Grant Thornton during fiscal 2022 and has determined that the firm’s provision of such services to the Company is compatible with, and did not impair, Grant Thornton’s independence.

60

22


PART IV

Item 15: Exhibits and Financial Statement Schedules

(a) (1) Financial Statements and Schedules

The Report of Independent Registered Public Accounting Firm is includedNo financial statement or supplemental data are filed with this report on page 24-26Form 10-K/A. See Index to Financial Statements and Supplemental Data of the Form 10-k. The Consolidated Financial Statements are included in Part II, Item 8 of this Annual Report on Form 10-K on pages 27 to 31.Original Filing.

(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 two fiscal years ended December 31, 2022.

PCTEL, INC.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

 

 

Balance at

 

 

Charged to

 

 

 

 

 

Balance at

 

 

 

Beginning

 

 

Costs and

 

 

Additions

 

 

End of

 

 

 

of Year

 

 

Expenses

 

 

(Deductions)

 

 

Year

 

Year Ended December 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

113

 

 

 

0

 

 

 

(49

)

 

$

64

 

Warranty reserves

 

$

285

 

 

 

(95

)

 

 

67

 

 

$

257

 

Deferred tax asset valuation allowance

 

$

12,938

 

 

 

0

 

 

 

2,320

 

 

$

15,258

 

Year Ended December 31, 2022:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

64

 

 

 

0

 

 

 

68

 

 

$

132

 

Warranty reserves

 

$

257

 

 

 

(143

)

 

 

203

 

 

$

317

 

Deferred tax asset valuation allowance

 

$

15,258

 

 

 

(782

)

 

 

(201

)

 

$

14,275

 

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.

(a) (3) Exhibits (numbered in accordance with Item 601 of Regulation S-K)

The exhibits listed below are filed or incorporated by reference as part of this Annual Reportreport on Form 10-K.10-K/A. We will furnish at no cost a copy of any exhibit filed with or incorporated by reference into this Annual Reportreport on Form 10-K.10-K/A. Oral or written requests for copies of any exhibits should be directed to us, with attention to Company Secretary.

 

6123


 

Exhibit No.

 

 

 

Description

 

Reference

 

 

 

 

 

 

 

3.1

Amended and Restated Certificate of Incorporation of PCTEL, Inc. (P)

Incorporated by reference to Exhibit Number 3.2 filed with the Registrant's Registration Statement on Form S-1 (File No. 333-84707).

3.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation of PCTEL, Inc.

Incorporated by reference to Exhibit Number 3.1 filed with the Registrant's Current Report on Form 8-K on June 4, 2020.

3.3

Amended and Restated Bylaws of the Registrant

Filed Herewith

4.1

Specimen common stock certificate (P)

Incorporated by reference to Exhibit Number 4.1 filed with the Registrant's Registration Statement on Form S-1 (File No. 333-84707).

4.2

Description of Securities

Incorporated by reference to Exhibit Number 4.2 filed with the Registrant's Annual Report on Form 10-K for fiscal year ended December 31, 2020.

10.1

*

Form of Severance Benefits Letter

Incorporated by reference to Exhibit Number 10.1 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

10.2

*

Employment Agreement dated December 5, 2016 between PCTEL, Inc. and David A. Neumann

Incorporated by reference to Exhibit Number 10.15 filed with the Registrant's Annual Report on Form 10-K for fiscal year ended December 31, 2016.

10.3

*

Form of Management Retention Agreement dated May 6, 2020 between PCTEL, Inc. and David A. Neumann

Incorporated by reference to Exhibit Number 10.1 filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

10.4

*

Form of Management Retention Agreement

Filed Herewith

Exhibit No.

Description

Reference

10.5.1

*

PCTEL, Inc. Long-Term Incentive Award Agreement dated February 5, 2020

Incorporated by reference to Exhibit Number 10.14 filed with the Registrant's Annual Report on Form 10-K for fiscal year ended December 31, 2019

10.5.2

*

PCTEL, Inc. Long-Term Incentive Award Agreement dated March 2, 2021

Filed Herewith

10.5.3

*

PCTEL, Inc. Long-Term Incentive Award Agreement dated February 9, 2022

Filed Herewith

10.6

Lease Agreement between FP Gateway 270, LLC (Landlord) and PCTEL, Inc. (Tenant)

Incorporated by reference to Exhibit Number 10.14 filed with the Registrant's Annual Report on Form 10-K for fiscal year ended December 31, 2018

10.7

*

PCTEL, Inc. 2019 Stock Incentive Plan

Incorporated by reference from Appendix A to the registrants Definitive Proxy Statement on Schedule 14A Filed April 16, 2019.

 

10.8

*

PCTEL, Inc. 2019 Employee Stock Purchase Plan

Incorporated by reference from Appendix B to the registrants Definitive Proxy Statement on Schedule 14A Filed April 16, 2019.

10.9

*

Sales Compensation Plan dated February 2, 2023 between PCTEL, Inc. and Daniel Laredo

Filed Herewith

62


10.10

*

Intellectual Property Protection Agreement dated November 2, 2022 between PCTEL, Inc. and David A. Neumann

Filed Herewith

10.11

*

Form of Intellectual Property Protection Agreement for Section 16 Officers

Filed Herewith

10.12

*

Separation Agreement and Release dated November 14, 2022 between PCTEL, Inc. and Leslie Sgnilek

Filed Herewith

10.13

*

Separation Agreement and Release dated December 15, 2022 between PCTEL, Inc. and Arnt Arvik

Filed Herewith

21

List of significant subsidiaries

Filed Herewith

23

Consent of Grant Thornton LLP

Filed Herewith

24

Power of Attorney

Included on Signature page of this Annual Report on Form-10K

31.131.3

 

 

 

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

 

Filed Herewith

 

 

 

 

 

 

 

31.231.4

 

 

 

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

Filed Herewith

32

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.

 

Filed Herewith

 

 

 

 

 

 

 

101.INS

 

 

 

Inline XBRL Instance Document

 

Filed Herewith

 

 

 

 

 

 

 

101.SCH

 

 

 

Inline XBRL Taxonomy Extension Schema

 

Filed Herewith

 

 

 

 

 

 

 

101.CAL

 

 

 

Inline XBRL Taxonomy Extension Calculation Linkbase

 

Filed Herewith

 

 

 

 

 

 

 

Exhibit No.

 

 

 

Description

 

Reference

 

 

 

 

 

 

 

101.DEF

 

 

 

Inline XBRL Taxonomy Extension Definition Linkbase

 

Filed Herewith

 

 

 

 

 

 

 

101.LAB

 

 

 

Inline XBRL Taxonomy Extension Label Linkbase

 

Filed Herewith

 

 

 

 

 

 

 

101.PRE

 

 

 

Inline XBRL Taxonomy Extension Presentation Linkbase

 

Filed Herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

 

104

 

 

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

Filed Herewith

 

 

 

 

 

 

 

 

* Management contract or compensatory plan or arrangement required to be filed as an Exhibit hereto.

(P) Paper Filing

 

 

Item 16: Form 10-K Summary

 

Not applicable.

6324


SIGNATURES

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 reportAmendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 to be signed on its behalf by the undersigned, thereunto duly authorized:

 

 

 

PCTEL, Inc.

 

 

A Delaware corporation

 

 

 

 

 

 

 

 

/s/ DAVID A. NEUMANNKevin McGowan

 

 

David A. NeumannKevin McGowan

 

 

 

 

 

Chief ExecutiveFinancial Officer

 

 

Dated: March 16,April 27, 2023

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David A. Neumann and Kevin McGowan, jointly and severally his or her attorneys-in-fact, each with power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitute or substitutes, may 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/ DAVID A. NEUMANN

March 16, 2023

(David A. Neumann)

Chief Executive Officer

/s/ KEVIN MCGOWAN

(Kevin McGowan)

Chief Financial Officer

March 16, 2023

(Principal Financial and

Accounting Officer)

/s/ CINDY K. ANDREOTTI

(Cindy K. Andreotti)

Director

March 16, 2023

/s/ GINA HASPILAIRE

(Gina Haspilaire)

Director

March 16, 2023

/s/ CYNTHIA KEITH

(Cynthia Keith)

Director

March 16, 2023

/s/ STEVEN D. LEVY

(Steven D. Levy)

Director

March 16, 2023

/s/ GIACOMO MARINI

(Giacomo Marini)

Director

March 16, 2023

/s/ M. JAY SINDER

(M. Jay Sinder)

Director

March 16, 2023

6425