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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended AUGUST 1, 1997
Commission File Number 0-27414
REMEC, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3814301
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(State of other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
9404 CHESAPEAKE DRIVE SAN DIEGO, CALIFORNIA 92123
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(Address of principal executive offices) (Zip Code)
(619) 560-1301
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(Registrant's telephone number, including area code)
Indicate by check 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 month (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 X NO
--- ---
Indicate number of shares outstanding of each of the issuer's classes of common
stock, at the latest practicable date:
Class Outstanding as of: AUGUST 1, 1997
----------- ---------------------------------
Common shares,
$.01(cent)par value 19,798,333
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<TABLE>
<CAPTION>
Index Page No.
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<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets .......................3
Condensed Consolidated Statements of Income..................4
Condensed Consolidated Statement of Changes in
Shareholder's Equity ........................................5
Condensed Consolidated Statements of Cash Flows..............6
Notes to Condensed Consolidated Financial Statements.........7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................10
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ...................................13
SIGNATURES...................................................................14
</TABLE>
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PART I - FINANCIAL INFORMATION
ITEM 1
REMEC, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
August 1, January 31,
------------ ------------
1997 1997
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 52,504,618 $ 63,078,177
Accounts receivable, net 18,250,203 14,867,822
Inventories, net 20,938,586 17,132,031
Prepaid expenses and other current assets 4,226,127 3,609,240
------------ ------------
Total current assets 95,919,534 98,687,270
Property, plant and equipment, net 21,209,003 15,937,695
Intangible and other assets 6,861,696 4,732,409
------------ ------------
$123,990,233 $119,357,374
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,074,903 $ 5,329,869
Accrued expenses 6,963,648 9,696,804
------------ ------------
Total current liabilities 12,038,551 15,026,673
Other long-term liabilities 1,276,645 2,020,687
Shareholders' equity 110,675,037 102,310,014
------------ ------------
$123,990,233 $119,357,374
============ ============
</TABLE>
SEE ACCOMPANYING NOTES.
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REMEC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
-------------------------------- --------------------------------
August 1, 1997 August 4, 1996 August 1, 1997 August 4, 1996
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales $35,035,579 $26,570,659 $65,954,010 $49,567,185
Cost of sales 24,636,201 19,149,582 46,036,483 35,682,619
----------- ----------- ----------- -----------
Gross profit 10,399,378 7,421,077 19,917,527 13,884,566
Operating expenses:
Selling, general and administrative 5,653,437 3,935,233 10,494,733 7,552,918
Research and development 1,111,844 1,218,922 2,223,670 2,300,075
----------- ----------- ----------- -----------
6,765,281 5,154,155 12,718,403 9,852,993
----------- ----------- ----------- -----------
Income from operations 3,634,097 2,266,922 7,199,124 4,031,573
Interest income 662,800 77,047 1,387,378 200,462
----------- ----------- ----------- -----------
Income before provision for income taxes 4,296,897 2,343,969 8,586,502 4,232,035
Provision for income taxes 1,681,715 935,406 3,372,786 1,769,258
----------- ----------- ----------- -----------
Net income $ 2,615,182 $ 1,408,563 $ 5,213,716 $ 2,462,777
=========== =========== =========== ===========
Net income per common share $ 0.13 $ 0.09 $ 0.26 $ 0.16
=========== =========== =========== ===========
Shares used in per share calculations 20,443,006 15,398,694 20,264,165 15,397,006
=========== =========== =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES.
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REMEC, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(unaudited)
<TABLE>
<CAPTION>
Common stock
-------------------------
Shares Amount Paid-in capital Retained earnings Total
---------- --------- --------------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Balance at January 31, 1997 19,487,933 $ 194,879 $ 83,749,795 $ 18,365,340 $102,310,014
Issuance of common shares in
acquisition of Verified
Technical Corporation 138,000 1,380 1,976,620 1,978,000
Issuance of common shares upon
exercise of stock options 96,186 962 278,793 279,755
Issuance of common shares under
employee stock purchase plan 76,214 762 848,833 849,595
Net income 5,213,716 5,213,716
Adjustment for Radian net loss
for the one month ended
January 31, 1997 (10,018) (10,018)
Adjustment for C&S Hybrid net
income for the one month
ended January 31, 1997 53,975 53,975
---------- --------- ------------ ------------ ------------
Balance at August 1, 1997 19,798,333 $ 197,983 $ 86,854,041 $ 23,623,013 $110,675,037
========== ========= ============ ============ ============
</TABLE>
SEE ACCOMPANYING NOTES.
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REMEC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six months ended
---------------------------------
August 1, 1997 August 4, 1996
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<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 5,213,716 $ 2,462,777
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation and amortization 2,180,833 1,569,993
Changes in operating assets and liabilities:
Accounts receivable (2,681,455) (5,947,318)
Inventories (3,026,461) (798,266)
Prepaid expenses and other current assets (348,681) (741,549)
Accounts payable (1,157,735) (597,919)
Accrued expenses and other long-term liabilities (2,289,128) (359,281)
------------ ------------
Net cash used by operating activities (2,108,911) (4,411,563)
INVESTING ACTIVITIES
Additions to property, plant and equipment (6,401,139) (3,603,557)
Payment for acquisition, net of cash acquired (1,018,286) (4,011,735)
Other assets 47,888 597,731
------------ ------------
Net cash used by investing activities (7,371,537) (7,017,561)
FINANCING ACTIVITIES
Borrowings under credit facilities and long-term debt 1,814,875 -
Repayments on credit facilities and long-term debt (3,710,832) (2,660,584)
Proceeds from sale of common stock 1,129,350 16,351,175
Deferred offering costs - 1,108,424
------------ ------------
Net cash (used) provided by financing activities (766,607) 14,799,015
------------ ------------
Increase (decrease) in cash and cash equivalents (10,247,055) 3,369,891
Cash and cash equivalents at beginning of period 63,078,177 2,174,959
Adjustment for Radian's net cash activity for the month
ended January 31, 1997 (533,093) -
Adjustment for C&S Hybrid's net cash activity for the
month ended January 31, 1997 206,589 -
Elimination of Magnum's net cash activities for the
duplicated two months ended March 31, 1996 - (33,559)
------------ ------------
Cash and cash equivalents at end of period $ 52,504,618 $ 5,511,291
============ ============
</TABLE>
SEE ACCOMPANYING NOTES
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. QUARTERLY FINANCIAL STATEMENTS
The interim condensed consolidated financial statements included herein
have been prepared by REMEC, Inc. (the "Company") without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosures,
normally included in annual financial statements, have been condensed or
omitted pursuant to such SEC rules and regulations; nevertheless,
management of the Company believes that the disclosures herein are
adequate to make the information presented not misleading. These
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
for the year ended January 31, 1997 included in the Company's Form 10-K,
as amended. In the opinion of management, the condensed consolidated
financial statements included herein reflect all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the
consolidated financial position of the Company as of August 1, 1997 and
the results of its operations for the three and six-month periods ended
August 1, 1997 and August 4, 1996. The results of operations for the
interim periods ended August 1, 1997 are not necessarily indicative of
the results which may be reported for any other interim period or for
the entire fiscal year.
On August 26, 1996, the Company acquired Magnum Microwave Corporation
("Magnum"). On February 28, 1997, the Company acquired Radian
Technology, Inc. ("Radian"). On June 27, 1997, the Company acquired C&S
Hybrid, Inc. ("C&S Hybrid"). All of these acquisitions have been
accounted for as poolings of interests. Accordingly, the Company's
consolidated financial statements for the periods prior to these
acquisitions have been restated to include each of the acquired
Company's financial position, results of operations and cash flows.
The statements in this Report on Form 10-Q that relate to future plans,
events or performance are forward-looking statements. REMEC's future
operations, financial performance, business and share price may be
affected by a number of factors, any of which could cause actual results
to vary materially from anticipated results. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. REMEC undertakes no obligation to publicly
release the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
2. NET INCOME PER SHARE
Net income per share is computed based on the weighted average number of
common and common equivalent shares outstanding during each period using
the treasury stock method. The calculation of earnings per share
reflects the historical information for REMEC, Magnum, Radian and C&S
Hybrid after adjusting the Magnum, Radian and C&S Hybrid information to
reflect the conversion of Magnum, Radian and C&S Hybrid common shares
into REMEC shares as stipulated in the respective acquisition
agreements.
On June 6, 1997, the Company's Board of Directors approved a
three-for-two stock split of the Company's common stock in the form of a
50% stock dividend payable on June 27, 1997 to shareholders of record as
of June 20, 1997. All stock related data in the consolidated financial
statements have been adjusted to reflect the stock dividend for all
periods presented.
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128, Earnings per Share,
which supersedes APB Opinion No. 15. Statement No. 128 replaces the
presentation of primary EPS with "Basic EPS" which includes no dilution
and is based on weighted-average common shares outstanding for the
period. Companies with complex capital structures, including REMEC,
Inc., will also be required to present "Diluted EPS" that reflects the
potential dilution of securities like employee stock options. Statement
No. 128 is effective for financial statements issued for periods ending
after December 15, 1997. The Company has not yet determined what the
impact of Statement No. 128 will be on the calculation of earnings per
share.
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3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
August 1, 1997 January 31, 1997
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<S> <C> <C>
Raw materials $ 9,418,075 $ 9,426,642
Work in progress 12,520,749 10,077,888
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21,938,824 19,504,530
Less unliquidated progress payments (1,000,238) (2,372,499)
------------ ------------
$ 20,938,586 $ 17,132,031
============ ============
</TABLE>
Inventories related to contracts with prime contractors to the U.S.
Government included capitalized general and administrative expenses of
$1,944,000 and $1,642,000 at August 1, 1997 and January 31, 1997,
respectively.
4. ACQUISITIONS
C&S Hybrid
In June 1997, the Company acquired C&S Hybrid, a manufacturer of
transmitter and receiver hardware assemblies ("transceivers") that are
integrated by C&S Hybrid's customers into terrestrial-based
point-to-point microwave radios primarily for use in commercial
applications, in exchange for approximately 1,290,000 shares of the
Company's common stock. Prior to the combination, C&S Hybrid's fiscal
year ended on December 27, 1996. In recording the business combination,
C&S Hybrid's financial statements for the interim period ended
August 1, 1997 were combined with REMEC's for the same period. C&S
Hybrid's statements of operations and cash flows for the three and six
months ended June 28, 1996 were combined with REMEC's for the three and
six months ended August 4, 1996. C&S Hybrid's balance sheet as of
December 27, 1996 was combined with REMEC's as of January 31, 1997.
Included in the consolidated statement of operations for the three and
six months ended August 1, 1997 are costs of $560,000 related to the
combination and integration of C&S Hybrid and REMEC. These costs are
comprised primarily of professional fees and other costs associated with
the merger and the registration of shares issued in connection with the
merger.
Radian
In February 1997, the Company acquired Radian, a manufacturer of
microwave components, in exchange for approximately 950,024 shares of
the Company's common stock. Prior to the combination, Radian's fiscal
year ended on December 27, 1996. In recording the business combination,
Radian's financial statements for the three and six month periods ended
August 1, 1997 were combined with REMEC's for the same period. Radian's
statements of operations and cash flows for the three and six months
ended June 30, 1996 were combined with REMEC's for the three and six
months ended August 4, 1996. Radian's balance sheet as of December 27,
1996 was combined with REMEC's as of January 31, 1997.
Included in the consolidated statement of operations for the three and
six months ended August 1, 1997 are costs of $176,000 related to the
combination and integration of Radian and REMEC. These costs are
comprised primarily of professional fees and other costs associated with
the registration of shares issued in connection with the merger.
Verified Technology Corporation ("Veritek")
Effective March 31, 1997, the Company acquired all of the outstanding
common stock of Veritek, a producer of high quality surface mount
manufacturing assemblies, in exchange for cash consideration of $1.0
million and 138,000 shares of common stock with a fair value of
$1,978,000. The acquisition has been accounted for as a purchase, and
accordingly, the total
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<PAGE> 9
purchase price has been allocated to the acquired assets and liabilities
assumed at their estimated fair values in accordance with the provisions
of Accounting Principles Board Opinion No. 16. The estimated excess of
the purchase price over the net assets acquired of $2,406,000 is being
carried as intangible assets, and will be amortized over 15 years. The
Company's consolidated financial statements include the results of
Veritek from March 31, 1997 forward. Proforma results of operation
assuming Veritek had been acquired on February 1, 1996 would not have
been materially different than amounts previously reported.
A summary of the Veritek acquisition costs and an allocation of the
purchase price to the assets acquired and liabilities assumed is as
follows:
ACQUISITION COST:
<TABLE>
<S> <C>
Cash paid $ 1,000,000
Fair value of Company stock issued to selling shareholders 1,978,000
Payment of acquisition related expenses 61,000
-----------
$ 3,039,000
===========
ALLOCATED AS FOLLOWS:
Current assets $ 851,000
Machinery and equipment and other long term assets 838,000
Acquired intangibles 2,406,000
Liabilities assumed (1,056,000)
-----------
$ 3,039,000
===========
</TABLE>
5. SUBSEQUENT EVENT
On August 26, 1997, the Company reached a definitive agreement to sell
its RF Microsystems subsidiary. Completion of the sale is subject to
satisfaction of customary conditions.
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
REMEC commenced operations in 1983 and has become a leader in the design
and manufacture of MFMs for the defense industry. REMEC's consolidated results
of operations include the operations of REMEC Microwave ("Microwave"), REMEC
Wireless, Inc. ("Wireless"), Humphrey, Inc. ("Humphrey"), RF Microsystems, Inc.
("RFM"), Magnum Microwave Corporation ("Magnum"), Radian Technology, Inc.
("Radian"), Verified Technical Corporation ("Veritek") and C&S Hybrid, Inc.
("C&S Hybrid").
Historically, substantially all of the Company's sales have been to
prime contractors to various agencies of the U.S. Department of Defense and
foreign defense contractors and governments. Beginning in 1995, the Company
entered the commercial wireless telecommunications market via the establishment
of Wireless. During 1996 and 1997, the Company increased its capability in this
market by purchasing certain VSAT microwave design and manufacturing resources
from STM Wireless and through its acquisitions of Magnum, Veritek and C&S
Hybrid. Accordingly, the Company expects sales to the commercial
telecommunications market to represent an increasing percentage of revenues in
the future.
REMEC's research and development efforts in the defense industry are
conducted in direct response to the unique requirements of a customer's order
and, accordingly, expenditures related to such efforts are included in cost of
sales and the related funding is included in net sales. As a result, historical
REMEC funded research and development expenses have been minimal. As REMEC's
commercial business has expanded, research and development expenses have
generally increased in amount and as a percentage of sales. REMEC expects this
trend to continue, although research and development expenses may fluctuate on a
quarterly basis both in amount and as a percentage of sales.
On August 26, 1996, REMEC acquired all of the outstanding common stock
of Magnum, a leading supplier of oscillators and mixers. On February 28, 1997,
REMEC acquired all of the outstanding common stock of Radian. Radian provides
the defense market with microwave components, primarily synthesizers, receivers,
oscillators and filters. On June 27, 1997, REMEC acquired all of the outstanding
common stock of C&S Hybrid. C&S Hybrid designs and manufactures microwave
components and MFM's. All of the foregoing transactions have been accounted for
as poolings of interests. All accompanying historical financial statement
information has been restated to include Magnum's, Radian's and C&S Hybrid's
operations and assets and liabilities.
In March 1997, REMEC acquired Veritek, a producer of high quality
surface mount manufacturing assemblies in a transaction accounted for as a
purchase. The consolidated statements of income and cash flows for the six month
period ended August 1, 1997 include Veritek's results from March 31, 1997.
REMEC's August 1, 1997 balance sheet includes Veritek's assets and liabilities.
In August 1997, REMEC reached a definitive agreement to sell its RFM
subsidiary. Completion of the sale is subject to satisfaction of customary
conditions.
The Company historically has experienced some fluctuations in operating
results attributable to various factors including the contractual demands of
major customers and defense spending budgetary constraints. In addition, with
the decline in available defense industry production programs, the Company has
placed more reliance on development contracts as a source of defense revenues,
resulting in an increased susceptibility to fluctuations due to an increase in
revenues from fixed price development contracts as a percentage of total
revenues. Development contracts carry reduced gross margins and are typically
for minimal hardware deliveries and sporadic non-hardware revenue items which
results in fluctuating revenues and gross margins. Furthermore, a large portion
of the Company's expenses are fixed and difficult to reduce. If net sales do not
meet the Company's expectations, the fixed nature of the Company's expenses
would exacerbate the effect on profitability of any net sales shortfall.
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RESULTS OF OPERATIONS
The following table sets forth, as a percentage of total net sales,
certain consolidated statement of income data for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------ ------------------------------
AUGUST 1, 1997 AUGUST 4, 1996 AUGUST 1, 1997 AUGUST 4, 1996
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales ................................ 100% 100% 100% 100%
Cost of goods sold ....................... 70 72 70 72
--- --- --- ---
Gross profit ..................... 30 28 30 28
Operating expenses:
Selling, general & administrative 16 15 16 15
Research and development ......... 3 4 3 5
--- --- --- ---
Total operating expenses .. 19 19 19 20
--- --- --- ---
Income from operations ................... 11 9 11 8
Interest income .......................... 1 - 2 1
--- --- --- ---
Income before income taxes ............... 12 9 13 9
Provision for income taxes ............... 5 4 5 4
--- --- --- ---
Net income ............................... 7% 5% 8% 5%
=== === === ===
</TABLE>
NET SALES. Net sales were $35.0 million and $66.0 million for the three
and six month periods ended August 1, 1997, representing increases of $8,465,000
or 32% and $16,387,000 or 33%, respectively, over the comparable prior year
periods. Defense sales were $17.6 million and $34.1 million for the three and
six month periods ended August 1, 1997, representing increases of $1,026,000 or
6% and $3,145,000 or 10%, respectively, over the comparable prior year periods.
Commercial wireless sales were $17.4 million and $31.8 million for the three and
six month periods ended August 1, 1997, representing increases of $7,439,000 or
75% and $13,242,000 or 71%, respectively, over the comparable prior year
periods. The increased defense sales are attributable to increased Microwave MFM
and component sales offsetting reduced precision instrument sales. In addition,
the fiscal 1998 period includes defense contract revenues of $3.1 million from
RFM as opposed to $1.4 million in the fiscal 1997 period due to the acquisition
occurring in the second quarter of the fiscal 1997 period. The commercial sales
increase is primarily attributable to the production of VSAT equipment for STM
in the fiscal 1998 period; versus limited VSAT production in the fiscal 1997
period.
GROSS PROFIT. Gross profit was $10.4 million and $19.9 million for the
three and six month periods ended August 1, 1997, representing increases of
$2,978,000 or 40% and $6,033,000 or 43%, respectively, over the comparable prior
year periods. Gross margins for defense were 29% and 32% for the three and six
month periods ended August 1, 1997 compared with 22% and 25%, respectively, for
the comparable prior year periods. Commercial gross margins were 30% and 28% for
the three and six month periods ended August 1, 1997 compared with 38% and 33%,
respectively, for the comparable prior year periods. The increased defense
margins are primarily attributable to the increased sales volume resulting in
lower unit costs through improved overhead absorption. The decrease in
commercial margins is primarily attributable to fluctuations in the Company's
sales mix.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses ("SG & A") expenses were $5.7 million and $10.5 million
for the three and six month periods ended August 1, 1997, representing increases
of $1,718,000 or 44% and $2,942,000 or 39%, respectively, over the comparable
prior year periods. These expenses as a percentage of sales increased to 16% for
both the three and six month periods ended August 1, 1997 from 15% for both
comparable prior year periods. The increased expenses are primarily attributable
to increased personnel, legal and other administrative costs resulting from the
Company's growth, costs associated with operating as a publicly owned company,
as well as approximately $736,000 of direct transaction costs associated with
the Radian and C&S Hybrid mergers.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
were $1.1 million and $2.2 million for the three and six month periods ended
August 1, 1997, representing decreases of $107,000 or 9% and $76,000 or 3%,
respectively, over the comparable prior year periods. The expenditures are
almost entirely attributable to the commercial wireless business. Research and
development expenditures fluctuate on a quarterly basis both in amount and as
a percentage of sales.
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<PAGE> 12
PROVISION FOR INCOME TAXES. REMEC's effective tax rate declined from 42%
during the six month period ended August 4, 1996 to 39% during the six month
period ended August 1, 1997 due to the benefit of tax credits for certain
capital expenditures.
LIQUIDITY AND CAPITAL RESOURCES
At August 1, 1997, REMEC had $52.5 million of cash and cash equivalents
and $83.9 million of working capital. REMEC also has $17.0 million in available
credit facilities consisting of a $9.0 million revolving working capital line of
credit and a $8.0 million revolving term loan. The borrowing rate under both
credit facilities is prime. The revolving working capital line of credit
terminates July 1, 1998. The revolving period under the term loan expires July
1, 1998, at which time any loan amount outstanding converts to a term loan to be
fully amortized and paid in full by January 2, 2002. As of August 1, 1997, there
were no borrowings outstanding under REMEC's credit facilities.
During the six month period ended August 1, 1997, net cash used by
operations totaled $2.1 million, the use of cash is primarily attributable to
increases in receivables and inventories totaling $5.7 million; with these
increases resulting from the Company's increased revenue volume. Investing
activities utilized $7.4 million during the six months ended August 1, 1997,
primarily as a result of $6.4 million in capital expenditures and $1.0 million
paid to the selling shareholders in the Veritek acquisition. The bulk of the
capital expenditures were associated with the expansion of REMEC's commercial
wireless telecommunications business. The above expenditures were financed
primarily by funds raised in REMEC's public offering completed in January 1997.
REMEC's future capital expenditures will continue to be substantially higher
than historical levels as a result of commercial wireless telecommunications
expansion requirements. Financing activities utilized approximately $767,000
during the first half of fiscal 1998, principally as a result of the Company's
paying off certain bank and other obligations assumed in the acquisitions of
Veritek and C&S Hybrid.
REMEC's future capital requirements will depend upon many factors,
including the nature and timing of orders by OEM customers, the progress of
REMEC's research and development efforts, expansion of REMEC's marketing and
sales efforts, and the status of competitive products. REMEC believes that
available capital resources will be adequate to fund its operations for at least
twelve months.
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<PAGE> 13
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed herewith:
o Exhibit 11.1 - Computation of Net Income per Common Share
o Exhibit 27 - Financial Data Schedule
(b) There were no reports on Form 8-K filed during the quarter
ended August 1, 1997.
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<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the registrant duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
REMEC, Inc.
(Registrant)
By: /s/ RONALD E. RAGLAND
------------------------------------
Ronald E. Ragland
Chairman and Chief Executive Officer
By: /s/ THOMAS A. GEORGE
--------------------------------------
Thomas A. George
Senior Vice President
Chief Financial Officer
Date: September 11, 1997
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<PAGE> 15
EXHIBIT INDEX
Exhibit
Number
11.1 Computation of Net Income per Common Share
27 Financial Data Schedule
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<PAGE> 1
EXHIBIT 11.1
REMEC, Inc.
COMPUTATION OF NET INCOME PER COMMON SHARE
<TABLE>
<CAPTION>
Three months ended Six months ended
-------------------------------- ---------------------------------
August 1, 1997 August 4, 1996 August 1, 1997 August 4, 1996
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net income per common share:
Net income $ 2,615,182 $ 1,408,563 $ 5,213,716 $ 2,462,777
Weighted average shares outstanding:
Common Stock 19,685,550 15,110,778 19,618,551 15,145,113
Effect of common stock equivalents 757,456 287,916 645,614 251,893
----------- ----------- ----------- -----------
20,443,006 15,398,694 20,264,165 15,397,006
=========== =========== =========== ===========
Net income per common share $ 0.13 $ 0.09 $ 0.26 $ 0.16
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
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