<PAGE>
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 MAY 01, 1998
----------------------------------
Commission File Number 0-27414
----------------------------------
REMEC, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3814301
- ------------------------------------------------------------------------------
(State of other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
9404 CHESAPEAKE DRIVE SAN DIEGO, CALIFORNIA 92123
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(619) 560-1301
- ------------------------------------------------------------------------------
(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:
<TABLE>
<CAPTION>
Class Outstanding as of: MAY 01, 1998
----------- -------------------------------
<S> <C>
Common shares,
$.01(cent)par value 23,244,130
</TABLE>
<PAGE>
Index Page No.
- ----- --------
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..............................9
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................12
SIGNATURES................................................................13
- 2 -
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1
REMEC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
May 1, 1998 January 31, 1998
----------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 85,648,217 $ 41,937,101
Accounts receivable, net 28,380,381 25,494,474
Inventories, net 34,193,140 30,380,941
Prepaid expenses and other current assets 8,068,603 6,831,010
------------ ------------
Total current assets 156,290,341 104,643,526
Property, plant and equipment, net 36,965,611 31,988,934
Intangible and other assets, net 16,857,706 17,232,241
------------ ------------
$210,113,658 $153,864,701
------------ ------------
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $7,116,359 $8,531,756
Accrued expenses 14,438,707 11,616,242
------------ ------------
Total current liabilities 21,555,066 20,147,998
Deferred income taxes and other long-term
liabilities 5,134,565 5,222,169
Shareholders' equity 183,424,027 128,494,534
------------ ------------
$210,113,658 $153,864,701
------------ ------------
------------ ------------
</TABLE>
SEE ACCOMPANYING NOTES.
- 3 -
<PAGE>
REMEC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Three months ended
--------------------------------
May 1, 1998 May 4, 1997
----------- -----------
<S> <C> <C>
Net sales $ 45,751,384 $ 33,861,708
Cost of sales 30,397,144 23,684,717
------------- -------------
Gross profit 15,354,240 10,176,991
Operating expenses:
Selling, general and administrative 7,260,155 5,378,020
Research and development 1,663,861 1,322,275
------------- -------------
Total operating expenses 8,924,016 6,700,295
------------- -------------
Income from operations 6,430,224 3,476,696
Interest income 684,910 645,972
------------- -------------
Income before provision for income taxes 7,115,134 4,122,668
Provision for income taxes 2,707,000 1,691,070
------------- -------------
Net income $4,408,134 $2,431,598
------------- -------------
------------- -------------
Earnings per share:
Basic $0.20 $0.12
------------- -------------
------------- -------------
Diluted $0.19 $0.11
------------- -------------
------------- -------------
Shares used in computing earnings per share:
Basic 22,535,000 20,602,000
------------- -------------
------------- -------------
Diluted 23,306,000 21,307,000
------------- -------------
------------- -------------
</TABLE>
SEE ACCOMPANYING NOTES.
- 4 -
<PAGE>
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, 1998 21,182,663 $211,828 $95,838,167 $32,444,539 $128,494,534
Issuance of common shares in stock offering 1,990,000 19,900 49,543,600 -- 49,563,500
Issuance of common shares upon exercise of
stock options 39,286 392 277,161 -- 277,553
Issuance of common shares under employee
stock purchase plan 32,181 322 679,984 -- 680,306
Net income -- -- -- 4,408,134 4,408,134
---------- -------- ------------ ----------- ------------
Balance at May 1, 1998 23,244,130 $232,442 $146,338,912 $36,852,673 $183,424,027
---------- -------- ------------ ----------- ------------
---------- -------- ------------ ----------- ------------
</TABLE>
SEE ACCOMPANYING NOTES.
- 5 -
<PAGE>
REMEC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three months ended
---------------------------------
May 1, 1998 May 4, 1997
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 4,408,134 $ 2,431,598
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 2,211,973 1,337,013
Changes in operating assets and liabilities:
Accounts receivable (2,885,907) (2,511,969)
Inventories (3,812,199) (3,229,092)
Prepaid expenses and other current assets (1,210,437) (111,187)
Accounts payable (1,415,397) 782,390
Accrued expenses, deferred income taxes and
other long-term liabilities 2,707,705 400,335
----------- -----------
Net cash provided (used) by operating activities 3,872 (900,912)
INVESTING ACTIVITIES
Additions to property, plant and equipment (6,922,450) (3,800,502)
Payment for acquisitions, net of cash acquired -- (1,018,286)
Other assets 108,335 69,994
----------- -----------
Net cash used by investing activities (6,814,115) (4,748,794)
FINANCING ACTIVITIES
Borrowings under credit facilities and long-term debt -- 3,570,408
Repayments on credit facilities and long-term debt -- (3,999,658)
Proceeds from sale of common stock 50,521,359 43,438
----------- -----------
Net cash provided (used) by financing activities 50,521,359 (385,812)
----------- -----------
Increase (decrease) in cash and cash equivalents 43,711,116 (6,035,518)
Cash and cash equivalents at beginning of period 41,937,101 63,172,362
Adjustment for net cash activity of pooled companies -- (326,504)
----------- -----------
Cash and cash equivalents at end of period $85,648,217 $56,810,340
----------- -----------
----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES.
- 6 -
<PAGE>
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, 1998 included in the Company's
Form 10-K. 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 May 1,
1998 and the results of its operations for the three month periods
ended May 1, 1998 and May 4, 1997. The results of operations for the
interim period ended May 1, 1998 are not necessarily indicative of the
results which may be reported for any other interim period or for the
entire fiscal year.
In June 1997, the Financial Accounting Standards Board issued FAS No.
130, "Reporting Comprehensive Income" and FAS No. 131, "Segment
Information". Both of these standards are effective for fiscal years
beginning after December 15, 1997. FAS No. 130 requires that all
components of comprehensive income, including net income, be reported
in the financial statements in the period in which they are recognized.
Comprehensive income is defined as the change in equity during a period
from transactions and other events and circumstances from non owner
sources. Net income and other comprehensive income, including foreign
currency translation adjustments, and unrealized gains and losses on
investments, shall be reported, net of their related tax effect, to
arrive at comprehensive income. Comprehensive income is not materially
different than reported net income for the periods ended May 1, 1998
and May 4, 1997. FAS No. 131 amends the requirements for public
enterprises to report financial and descriptive information about its
reportable operating segments. Operating segments, as defined in FAS
No. 131, are components of an enterprise for which separate financial
information is required to be reported on the basis that is used
internally for evaluating the segment performance. As stated above, the
Company believes it operates in one business and operating segment and
that adoption of these standards will not have a material impact on the
Company's financial statements.
The statements in this report on Form 10-Q that relate to future plans,
events or performance are forward-looking statements. Actual results
could differ materially due to a variety of factors, including the
Company's success in penetrating the commercial wireless market, risks
associated with the cancellation or reduction of orders by significant
commercial or defense customers, trends in the commercial wireless and
defense markets, risks of cost overruns and product nonperformance and
other factors and considerations described in the Company's Annual
Report on Form 10-K, and the other documents the company files from
time to time with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements other than as required by
applicable law, that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.
- 7 -
<PAGE>
2. NET INCOME PER SHARE
The Company presents its earnings per share information in accordance
with FAS No. 128, "Earnings per Share". Statement 128 replaced the
previously reported primary and fully diluted earnings per share with
basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of
options, warrants, and convertible securities. Diluted earnings per
share, which includes the dilutive effects of options, warrants and
convertible securities, is very similar to the previously reported
fully diluted earning per share. All earnings per share amounts for all
periods have been presented, and where necessary, restated to conform
to the Statement 128 requirements.
The following table reconciles the shares used in computing basic and
diluted earnings per share for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
May 1, 1998 May 4, 1997
----------- -----------
<S> <C> <C>
Weighted average common shares outstanding
used in basic earnings per share calculation 22,535,000 20,602,000
Effect of dilutive stock options 771,000 705,000
---------- ----------
Shares used in diluted earnings per share calculation 23,306,000 21,307,000
---------- ----------
---------- ----------
</TABLE>
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 share and per share related data for the
period ended May 4, 1997 included in the condensed consolidated
financial statements have been adjusted to reflect the stock dividend.
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
May 1, 1998 January 31, 1998
----------- ----------------
<S> <C> <C>
Raw materials $18,462,045 $16,087,158
Work in progress 16,544,528 14,968,767
----------- -----------
35,006,573 31,055,925
Less unliquidated progress payments (813,433) (674,984)
----------- -----------
$34,193,140 $30,380,941
----------- -----------
----------- -----------
</TABLE>
Inventories related to contracts with prime contractors to the U.S.
Government included capitalized general and administrative expenses of
$2,149,000 and $2,076,000 at May 1, 1998 and January 31, 1998,
respectively.
4. EQUITY OFFERING
In March 1998, the Company sold in an underwritten public offering an
additional 1,990,000 shares of common stock. The net proceeds received
by the Company from this offering totaled approximately $49.6 million.
Certain shareholders of the Company also sold 1,000,000 shares as part
of this offering.
- 8 -
<PAGE>
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 microwave multifunction modules ("MFM's") for
microwave transmission systems used in defense applications and the commercial
wireless telecommunications industry. REMEC's consolidated results of operations
include the operations of REMEC Microwave ("Microwave"), REMEC Wireless, Inc.
("Wireless"), Humphrey, Inc. ("Humphrey"), Magnum Microwave Corporation
("Magnum"), Radian Technology, Inc. ("Radian"), Verified Technical Corporation
("Veritek"), C&S Hybrid, Inc. ("C&S"), Q-bit Corporation ("Q-bit") and Nanowave
Technologies, Inc. ("Nanowave"). The Company's consolidated results of
operations for the three months ended May 4, 1997 include the operations of RF
Microsystems, Inc. ("RFM"). RFM, which was acquired by REMEC on April 30 ,1996,
was sold on August 26, 1997.
During fiscal 1998, the Company acquired all of the outstanding shares
of Q-bit, Radian and C&S Hybrid in a series of transactions accounted for as
poolings of interests. Accordingly, the consolidated financial statements for
the three months ended May 4, 1997 have been restated to include Radian's, C&S
Hybrid's and Q-bit's operations, assets and liabilities.
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 related to defense programs 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.
Currently, the Company derives significant revenues from a limited
group of customers and expects that it will continue to do so in the immediate
future. A substantial amount of the Company's backlog with these customers can
be canceled at any time generally without substantial penalties. As a result,
any cancellation, reduction or delay in orders by or shipments to any
significant customer may have a material adverse effect on the Company's
business, financial condition and results of operations. In addition, the
Company has experienced continued pricing pressure on follow-on orders for
existing defense programs on which the Company participates, and the Company
anticipates that there will be fewer available defense programs to which it can
market its products in the future. Failure of the Company to replace sales
attributable to a significant defense program or contract at the end of that
program or contract, whether due to cancellation, spending cuts, budgetary
constraints or otherwise, may have a material adverse effect on the Company's
business, financial condition or results of operations.
- 9 -
<PAGE>
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
--------------------
May 1, May 4,
1998 1997
------ ------
<S> <C> <C>
Net sales...................................... 100% 100%
Cost of goods sold............................. 66 70
--- ---
Gross profit.......................... 34 30
Operating expenses:
Selling, general & administrative..... 16 16
Research and development.............. 3 4
--- ---
Total operating expenses..... 19 20
--- ---
Income from operations......................... 15 10
Interest income ............................... 1 2
--- ---
Income before income taxes..................... 16 12
Provision for income taxes..................... 6 5
--- ---
Net income..................................... 10% 7%
--- ---
--- ---
</TABLE>
NET SALES. Net sales were $45.8 million for the three month period
ended May 1, 1998, representing an increase of $11.9 million or 35% over the
comparable prior year period. Defense sales were $16.9 million for the three
month period ended May 1, 1998, representing a decrease of $ .6 million or 4%
over the comparable prior year period. Commercial wireless sales were $28.9
million for the three month period ended May 1, 1998, representing an increase
of $12.5 million or 77% over the comparable prior year period. The decrease in
defense sales during the three months ended May 1, 1998 is primarily
attributable to the sale of RF Microsystems in August 1997; the fiscal 1999
period includes no defense contract revenues from RFM as opposed to $1.1 million
in the fiscal 1998 period. Approximately $2.7 million of the increase in
commercial sales is attributable to revenue generated by subsidiaries acquired
during fiscal 1998, whose operations were not fully included in the Company's
fiscal 1998 first quarter results. The remaining increase in commercial sales is
primarily attributable to increased customer demand for the Company's products.
GROSS PROFIT. Gross profit was $15.4 million for the three month period
ended May 1 , 1998, representing an increase of $5.2 million or 51% over the
comparable prior year period. Gross margins for defense remained constant at 33%
for both of the three month periods ended May 1, 1998 and May 4, 1997.
Commercial gross margins were 34% for the three month period ended May 1, 1998
compared with 27% for the comparable prior year period. The increase in
commercial gross margins is primarily attributable to the increased sales volume
resulting in lower unit costs through improved overhead absorption and changes
in the Company's sales mix, primarily as a result of sales generated by
subsidiaries acquired during 1998 whose operations were not fully included in
the Company's fiscal 1998 first quarter results.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses ("SG & A") expenses were $7.3 million for the three
month period ended May 1, 1998, representing an increase of $1.9 million or 35%
over the comparable prior year period. These expenses as a percentage of sales
remained constant at 16% for both periods. The increased expenses are primarily
attributable to increased personnel, legal and other administrative costs
resulting from the Company's growth and costs arising at subsidiaries acquired
during fiscal 1998 whose operations were not fully included in operating results
for the three months ended May 4, 1997.
- 10 -
<PAGE>
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
were $1.7 million for the three month period ended May 1, 1998, representing an
increase of $ .3 million or 26% over the comparable prior year period. 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.
INTEREST INCOME. Interest income was $685,000 for the three month
period ended May 1, 1998, representing an increase of $39,000 over the
comparable prior year period. The increase in interest income during the current
year reflects the increased level of cash on hand as a result of the funds
generated from REMEC's follow-on public offering which was completed in March
1998.
PROVISION FOR INCOME TAXES. REMEC's effective tax rate declined from
41% during the three month period ended May 4, 1997 to 38% during the three
month period ended May 1, 1998. The decrease reflected the pre-acquisition net
loss generated at the Company's Q-bit subsidiary in the first quarter of fiscal
1998. Prior to its acquisition by REMEC, Q-bit had operated as an S corporation
for federal and state income tax purposes and, accordingly, all taxable losses
generated by Q-bit during the pre-acquisition period in fiscal 1998 were
allocated to the shareholders of Q-bit and included on their personal income tax
returns. Accordingly, the Company's effective tax rate for the first quarter of
fiscal 1998 reflects no income tax benefit for Q-bit's pre-acquisition losses.
The reduction in the effective tax rate for the first quarter of fiscal 1999
also reflects the benefit of tax credits for certain capital expenditures.
LIQUIDITY AND CAPITAL RESOURCES
At May 1, 1998, REMEC had $134.7 million of working capital which
included cash and cash equivalents totaling $85.6 million. 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 May 1, 1998, there were no borrowings outstanding under REMEC's
credit facilities.
During the three month period ended May 1, 1998, the cash flow from
earnings and non-cash expenses (primarily depreciation and amortization) was
offset by the increase in accounts receivable and inventories. The increase in
accounts receivable is attributable to REMEC's increased level of sales and
slower payments from certain customers. Inventories increased during this period
to support anticipated future sales growth and due to requests by certain
customers to delay delivery of previously announced requirements. Investing
activities utilized $6.8 million during the three months ended May 1, 1998,
primarily as a result of $6.9 million in capital expenditures. 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 follow-on public offering completed in
March 1998. 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 generated
approximately $50.5 million during the first three months of fiscal 1999,
principally as a result of the net proceeds of $49.6 million from the follow-on
offering.
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.
- 11 -
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed herewith:
- Exhibit 27 -- Financial Data Schedule
(b) A report on Form 8-K dated February 19, 1998 was filed with
the Securities and Exchange Commission on February 19, 1998 in
connection with the acquisition of Q-bit Corporation by the
Registrant.
- 12 -
<PAGE>
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/ Michael D. McDonald
-------------------------------------
Michael D. McDonald
Chief Financial Officer and Secretary
Date: June 15, 1998
- 13 -
<PAGE>
EXHIBIT INDEX
Exhibit
Number
27 Financial Data Schedule
- 14 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> MAY-01-1998
<CASH> 85,648,217
<SECURITIES> 0
<RECEIVABLES> 29,076,173
<ALLOWANCES> (695,792)
<INVENTORY> 34,193,140
<CURRENT-ASSETS> 156,290,341
<PP&E> 71,110,258
<DEPRECIATION> (34,144,647)
<TOTAL-ASSETS> 210,113,658
<CURRENT-LIABILITIES> 21,555,066
<BONDS> 0
0
0
<COMMON> 232,442
<OTHER-SE> 183,191,585
<TOTAL-LIABILITY-AND-EQUITY> 210,113,658
<SALES> 45,751,384
<TOTAL-REVENUES> 45,751,384
<CGS> 30,397,144
<TOTAL-COSTS> 30,397,144
<OTHER-EXPENSES> 8,924,016
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (684,910)
<INCOME-PRETAX> 7,115,134
<INCOME-TAX> 2,707,000
<INCOME-CONTINUING> 4,408,134
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,408,134
<EPS-PRIMARY> .20
<EPS-DILUTED> .19
</TABLE>
