Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) On October 29, 2009, PCTEL, Inc. (the "Company"), determined that the
goodwill impairment expense and income tax expense reported in the Condensed
Consolidated Statements of Operations (Unaudited) included in the Company's
quarterly report on Form 10-Q for the period ended March 31, 2009 were
understated by $223,000 and $127,000, respectively, and consequently net income
was overstated by $350,000; the income tax expense reported in the Condensed
Consolidated Statements of Operations (Unaudited) included in the Company's
quarterly report on Form 10-Q for the period ended June 30, 2009 was overstated
by $275,000 and net income was understated by $275,000; and, reported in the
Condensed Consolidated Statements of Operations (Unaudited) included in the
Company's quarterly report on Form 10-Q for the six months ended June 30, 2009
the goodwill impairment expense was understated by $223,000, income tax expense
was overstated by $147,000, and net income was overstated by $75,000. There is
no effect on revenue or cash flow reported in the Condensed Consolidated
Statements of Operations (Unaudited) included in the Company's quarterly report
on Form 10-Q for any of the periods referenced. The effect on the balance sheet
reported for those same periods is not deemed material. The Company has
concluded that such financial statements should no longer be relied upon.
As a result, the Company filed today Form 10-Q/A for each of the quarters
ended March 31, 2009 and June 30, 2009 to correct these identified errors and to
restate its Consolidated Statements of Operations. In addition, the Form 10-Q/A
notes the reassessment by management of the Company's disclosure controls and
procedures, and its conclusions that such controls and procedures were not
effective as of the end of each restated quarterly period, in light of the
material weakness indicated by the accounting errors described above. The
Company's management and its audit committee have discussed these matters with
the Company's independent registered public accounting firm.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibit is included with this Report:
99.1 Press Release issued by PCTEL, Inc. on October 29, 2009