<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/X/ ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [ NO FEE REQUIRED].
For the transition period from ___________ to ________________
Commission file number 0-27414
REMEC, Inc. Profit Sharing 401 (k) Plan
9404 Chesapeake Drive
San Diego, California 92123
(Full title of the plan and the address of the plan)
REMEC, Inc.
9404 Chesapeake Drive
San Diego, California 92123
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Financial Statements and
Supplemental Schedules
Year ended December 31, 1998
TABLE OF CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors...................................................... 1
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 1998 and 1997.... 2
Statement of Changes in Net Assets Available for Benefits for the year ended
December 31, 1998................................................................ 3
Notes to Financial Statements....................................................... 5
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1998................................................................ 10
Line 27b - Schedule of Loans or Fixed Income Obligations for the year
ended December 31, 1998.......................................................... 11
Line 27d - Schedule of Reportable Transactions for the year ended
December 31, 1998................................................................ 14
Line 27f - Schedule of Non-Exempt Transactions for the year ended
December 31, 1998................................................................ 15
Exhibits ........................................................................... 16
Signature .......................................................................... 16
</TABLE>
Other schedules are omitted because the information is not applicable.
i
<PAGE>
Report of Independent Auditors
REMEC, Inc. as Plan Administrator of
REMEC, Inc. Profit Sharing 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of REMEC, Inc. Profit Sharing 401(k) Plan as of December 31, 1998 and 1997, and
the statement of changes in net assets available for benefits for the year ended
December 31, 1998. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1998, loans or fixed income
obligations, reportable transactions and non-exempt transactions for the year
then ended, are presented for purpose of additional analysis and are not a
required part of the financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of management. The Fund
Information in the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the changes
in net assets available for benefits of each fund. The supplemental schedules
and Fund Information have been subjected to the auditing procedures applied in
our audits of the financial statements and, in our opinion, are fairly stated in
all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
- ---------------------
Ernst & Young LLP
May 15, 1999
1
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
----------------- ----------------
<S> <C> <C>
Investments, at fair value based on market price:
Fidelity Magellan Fund $ 4,001,916 $ 2,476,013
Fidelity Contrafund 2,624,279 1,486,013
Fidelity Growth Company Fund 2,199,620 1,779,828
Fidelity Investment Grade Bond Fund 939,807 532,901
Fidelity Growth and Income Fund 4,627,921 2,823,196
Fidelity Asset Manager Fund 2,137,373 1,914,407
Fidelity Retirement Money Market Fund 2,565,705 1,949,060
Fidelity Diversified International Fund 43,407 -
Spartain US Equity Index Fund 405,389 -
Fidelity Institutional Money Market Fund 23,096 24,047
REMEC, Inc. Common Stock 3,926,700 817,875
Investments, at estimated fair value:
Participant loans 1,083,218 582,630
----------------- ----------------
Total investments 24,578,431 14,385,970
Receivables:
Employee contributions receivable 140,824 150,420
Employer contributions receivable 8,863 71,683
Income receivable 152 -
Due from sales of securities 84,856 -
----------------- ----------------
234,695 222,103
----------------- ----------------
Net assets available for benefits $24,813,126 $14,608,073
----------------- ----------------
----------------- ----------------
</TABLE>
SEE ACCOMPANYING NOTES.
2
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended December 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
MAGELLAN FIDELITY GROWTH COMPANY INVESTMENT GRADE GROWTH & INCOME
FUND CONTRAFUND FUND BOND FUND FUND
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 509,692 $ 367,719 $ 371,616 $115,034 $ 585,685
Rollover contributions 15,212 19,644 9,306 10,380 32,501
Employer contributions (net of
forfeitures) 41,052 23,611 24,728 8,417 42,443
Interest and dividends 178,600 201,382 158,201 48,756 254,392
Net appreciation (depreciation) in
fair value of investments 723,340 318,373 295,504 9,478 620,781
---------------------------------------------------------------------------------------
Total additions 1,467,896 930,729 859,355 192,065 1,535,802
Deductions:
Distributions to participants 292,428 235,133 130,664 41,069 456,392
Administrative expenses 1,860 281 519 1,539 2,354
---------------------------------------------------------------------------------------
Total deductions 294,288 235,414 131,183 42,608 458,746
Interfund transfers, net (500,148) (292,669) (633,688) 66,464 (395,408)
Transfers from other plans 852,443 735,620 325,308 190,985 1,123,077
---------------------------------------------------------------------------------------
Increase in net assets during the year 1,525,903 1,138,266 419,792 406,906 1,804,725
Net assets available for benefits at
December 31, 1997 2,476,013 1,486,013 1,779,828 532,901 2,823,196
---------------------------------------------------------------------------------------
Net assets available for benefits at
December 31, 1998 $4,001,916 $2,624,279 $2,199,620 $939,807 $4,627,921
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
FUND INFORMATION
--------------------------------------
FIDELITY
ASSET FIDELITY
MANAGER RETIREMENT MONEY
FUND MARKET FUND
--------------------------------------
<S> <C> <C>
Additions:
Employee contributions $ 317,597 $ 330,656
Rollover contributions 2,033 12,611
Employer contributions (net of
forfeitures) 29,212 41,648
Interest and dividends 383,272 125,933
Net appreciation (depreciation) in
fair value of investments (87,311) -
--------------------------------------
Total additions 644,803 510,848
Deductions:
Distributions to participants 66,962 477,392
Administrative expenses 2,739 4,289
--------------------------------------
Total deductions 69,701 481,681
Interfund transfers, net (610,607) (79,667)
Transfers from other plans 258,471 667,145
--------------------------------------
Increase in net assets during the year 222,966 616,645
Net assets available for benefits at
December 31, 1997 1,914,407 1,949,060
--------------------------------------
Net assets available for benefits at
December 31, 1998 $2,137,373 $2,565,705
--------------------------------------
--------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended December 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------
FIDELITY
DIVERSIFIED SPARTAN US REMEC, INC.
INTERNATIONAL EQUITY INDEX COMMON PARTICIPANT
FUND FUND STOCK LOANS
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Employee contributions $ 698 $ 4,275 $ 184,188 $ -
Rollover contributions - 209 9,055 -
Employer contributions (net of forfeitures) 74 446 22,483 -
Interest and dividends 588 1,209 3,084 65,910
Net appreciation (depreciation) in fair value of
investments 1,551 51,399 1,014,906 -
------------------------------------------------------------------
Total additions 2,911 57,538 1,233,716 65,910
Deductions:
Distributions to participants - - 6,898 83,443
Administrative expenses - - 650 -
------------------------------------------------------------------
Total deductions - - 7,548 83,443
Interfund transfers, net 40,496 347,851 1,843,246 214,130
Transfers from other plans - - 38,460 303,991
------------------------------------------------------------------
Increase in net assets during the year 43,407 405,389 3,107,874 500,588
Net assets available for benefits at December 31, 1997 - - 841,922 582,630
------------------------------------------------------------------
Net assets available for benefits at December 31, 1998 $43,407 $405,389 $3,949,796 $1,083,218
------------------------------------------------------------------
------------------------------------------------------------------
OTHER TOTAL
------------------------------------
<S> <C> <C>
Additions:
Employee contributions $ (9,596) $ 2,777,564
Rollover contributions - 110,951
Employer contributions (net of forfeitures) (62,820) 171,294
Interest and dividends 152 1,421,479
Net appreciation (depreciation) in fair value of
investments 84,856 3,032,877
------------------------------------
Total additions 12,592 7,514,165
Deductions:
Distributions to participants - 1,790,381
Administrative expenses - 14,231
------------------------------------
Total deductions - 1,804,612
Interfund transfers, net - -
Transfers from other plans - 4,495,500
------------------------------------
Increase in net assets during the year 12,592 10,205,053
Net assets available for benefits at December 31, 1997 222,103 14,608,073
------------------------------------
Net assets available for benefits at December 31, 1998 $234,695 $24,813,126
------------------------------------
------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES.
4
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 1998
1. DESCRIPTION OF THE PLAN
The following description of the REMEC, Inc. Profit Sharing 401(k) Plan (the
"Plan") is provided for general information purposes only. Participants should
refer to the Plan document for more complete information.
GENERAL
The Plan is a defined contribution profit sharing and retirement plan covering
all eligible employees of REMEC, Inc. (the "Company"). Most administrative
expenses of the Plan are paid by the Company. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
During the plan year 1998, REMEC, Inc. acquired two companies that each had
401(k) plans, Q-bit Corporation and C&S Hybrid, Inc. Those plans were merged
into the Plan and assets in the amount of $4,495,500 were transferred.
ELIGIBILITY
The Plan covers all employees who have attained age 18. There is no service
requirement. Employees may elect to join the Plan quarterly on January 1, April
1, July 1, and October 1.
CONTRIBUTIONS
A participant may elect to have from 1% to 15% of their compensation contributed
to the Plan subject to the limits of the Internal Revenue Code.
The Company may make a discretionary profit-sharing contribution in an amount to
be determined annually by the Sponsor. A participant must be employed on the
last day of the Plan year and have earned at least 500 hours of service to be
eligible for any profit-sharing contributions. The profit-sharing contributions
to the Plan are allocated based on the ratio of each participant's compensation
to total compensation of all eligible participants. There were no discretionary
profit-sharing contributions during 1998.
The Company may also make a discretionary matching contribution. The matching
contribution is an amount equal to the percentage determined by the Sponsor of
all or a portion of the tax deferred contributions of eligible participants for
the contribution
5
<PAGE>
1. DESCRIPTION OF THE PLAN (CONTINUED)
period up to a maximum match of $400 annually. The Company match for 1998
equaled 100% of the participants deferral up to the annual maximum of $300.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions, the
participant's share of the employer's contributions, if any, and Plan earnings
or losses.
INVESTMENT OPTIONS
Participants may choose to direct the investment of their accounts among the
following:
- FIDELITY MAGELLAN FUND
- FIDELITY CONTRAFUND
- FIDELITY GROWTH COMPANY FUND
- FIDELITY INVESTMENT GRADE BOND FUND
- FIDELITY GROWTH AND INCOME FUND
- FIDELITY ASSET MANAGER FUND
- FIDELITY RETIREMENT MONEY MARKET FUND
- FIDELITY DIVERSIFIED INTERNATIONAL FUND
- SPARTAN U.S. EQUITY INDEX FUND
- REMEC, INC. COMMON STOCK
The REMEC, Inc. Common Stock fund consists of the underlying company stock and a
short-term cash component, Fidelity Institutional Money Market Fund, to provide
liquidity for daily trading.
Participants may change their investment options daily.
The Plan is exposed to credit risk in the event of default by the issuers of the
investments to the extent of amounts recorded on the statement of net assets
available for benefits.
6
<PAGE>
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
Participants are immediately vested in their elective contributions, plus actual
earnings thereon, and such amounts are non-forfeitable. With regard to employer
matching and discretionary contributions, participants are 50% vested after one
year and 100% vested after two years of service. Forfeitures are retained in the
Plan and will first be applied against Plan expenses for the Plan year and then
to reduce future employer contributions.
PAYMENT OF BENEFITS
Upon termination of service for any reason, a participant's account is generally
distributed in a single lump-sum payment upon request. At the Plan sponsor's
option, if the account balance is $3,500 or less, the entire balance may be
distributed.
Amounts allocated to withdrawn participants at December 31, 1998 and 1997, for
claims that have been processed and approved for payment prior to year end but
not yet paid, are $25,039 and $49,210, respectively.
PARTICIPANT LOANS
A participant may apply to the Plan Administrator to borrow against funds in
his/her account. Plan loans are limited to the lesser of (1) $50,000 reduced by
the participant's highest outstanding loan balance in the previous 12 month
period or (2) 50% of the vested interest of the participant's account. The
minimum loan amount has been established at $1,000. The term of any loan shall
be no greater than five years except when used to purchase a primary residence
where the term shall be no greater than ten years.
PLAN TERMINATION
Although the Company has not expressed any intent to do so, it has the right to
terminate the Plan at any time subject to the provisions of ERISA. In the event
of Plan termination, participants' accounts will become 100% vested and
non-forfeitable.
7
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
INVESTMENT VALUATION
Plan assets are held by Fidelity Management Trust Company ("Trustee"). Amounts
invested in the mutual funds and common stock are valued at fair value as
determined by the Trustee, generally based on quoted market prices. Participant
loans receivable are valued at cost which approximates fair value.
3. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated May 26, 1995, stating that the Plan is qualified, in form, under Section
401(a) of the Internal Revenue Code (the "Code") and, therefore, the related
trust is exempt from taxation. Once qualified, the Plan is required to operate
in conformity with the Code to maintain its qualification. The Plan
Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan
qualifies and the related trust is tax exempt. Subsequent amendments have been
structured to, and are intended to, maintain the Plan's tax qualified status.
4. YEAR 2000 ISSUE (UNAUDITED)
The Plan Sponsor has determined that it will be necessary to take certain steps
in order to ensure that the Plan's information systems are prepared to handle
year 2000 dates. The Plan Sponsor is taking a two phase approach. The first
phase addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the year 2000 modifications. The Plan Sponsor
8
<PAGE>
4. YEAR 2000 ISSUE (UNAUDITED) (CONTINUED)
anticipates substantially completing this phase of the project by June 1999.
Cost associated with modifying software and equipment are not estimated to be
significant and will be paid by the Plan Sponsor.
For the second phase of the project, Plan management established formal
communications with its third party service providers to determine that they
have developed plans to address their own year 2000 problems as they relate to
the Plan's operations. All third party service providers have indicated that
they will be year 2000 compliant by early 1999. If modification of data
processing systems of either the Plan, the Plan sponsor, or its service
providers are not completed timely, the year 2000 problem could have a material
impact on the operations of the Plan. Plan management has not developed a
contingency plan, because they are confident that all systems will be year 2000
ready.
5. SUBSEQUENT EVENT
In 1999, REMEC, Inc. acquired Airtech plc and WACOM Products, Inc. Both of these
companies have 401(k) Plans which will be merged into the REMEC, Inc. Profit
Sharing 401(k) Plan in early 2000.
9
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
Remec, Inc.
Profit Sharing 401(k) Plan
Employer ID #95-3814301, Plan 001
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
(e)
(b) (c) (d) CURRENT
(a) IDENTITY OF ISSUE DESCRIPTION OF ASSET COST VALUE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* Fidelity Management Trust Company
Fidelity Magellan Fund 33,122.956 shares $3,105,359 $ 4,001,916
Fidelity Contrafund 46,210.234 shares 2,271,556 2,624,279
Fidelity Growth Company Fund 43,112.898 shares 1,871,332 2,199,620
Fidelity Investment Grade Bond Fund 127,172.689 shares 919,796 939,807
Fidelity Growth and Income Fund 100,958.157 shares 3,732,358 4,627,921
Fidelity Asset Manager Fund 122,908.248 shares 2,111,584 2,137,373
Fidelity Retirement Money Market Fund 2,565,705.460 shares 2,565,705 2,565,705
Fidelity Diversified International Fund 2,449.560 shares 41,855 43,407
Spartan US Equity Index Fund 9,221.753 shares 354,035 405,389
Fidelity Institutional Money Market Fund 23,096.060 shares 23,096 23,096
* REMEC, Inc. Common Stock 218,150.000 shares 2,947,516 3,926,700
* Participant loans 6.5% to 12% interest, various maturities - 1,083,218
-----------------
$24,578,431
-----------------
-----------------
</TABLE>
* Indicates party-in-interest
10
<PAGE>
Remec, Inc.
Profit Sharing 401(k) Plan
Employer ID #95-3814301, Plan 001
Line 27b - Schedule of Loans or Fixed Income Obligations
December 31, 1998
<TABLE>
<CAPTION>
ORIGINAL PRINCIPAL INTEREST UNPAID BALANCE
AMOUNT OF RECEIVED IN RECEIVED IN AT DECEMBER 31, DETAILED DESCRIPTION
IDENTITY OF OBLIGOR LOAN 1998 1998 1998 OF LOAN
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
* Buhain, Ludyn $ 2,000 $ - $ - $ 2,000 11.25% interest, opened
September 16, 1996,
matured October 8, 1998,
currently making payments
*Casantusan, Maria 4,000 2,094 7 7 9% interest, opened
October 20, 1993, matured
October 19, 1997, written
off
*Chanthapathet, Nick 1,500 - 44 33 11.5% interest, opened
August 18, 1997, matures
March 9, 1999, paid off
subsequent to year end
*Desousa, Peter 12,000 - - 12,000 11.5% interest, opened
August 19, 1998, matures
August 12, 2003, currently
making payments
*Driggs, Steve 7,000 - - 6,737 11.25% interest, opened
April 17, 1997, matures
April 26, 2002, defaulted
and distributed subsequent
to year end
*Le, Nguyen 10,827 407 29 1,683 7% interest, opened
January 19, 1995, matures
January 14, 1999,
currently making payments
PRINCIPAL INTEREST
IDENTITY OF OBLIGOR OVERDUE OVERDUE
- --------------------------------------------------------------
<S> <C> <C>
* Buhain, Ludyn $ 1,746 $ 234
*Casantusan, Maria 7 -
*Chanthapathet, Nick 33 -
*Desousa, Peter 415 314
*Driggs, Steve 1,474 853
*Le, Nguyen 813 26
</TABLE>
* Party-in-interest. Address available upon request.
11
<PAGE>
Remec, Inc.
Profit Sharing 401(k) Plan
Employer ID #95-3814301, Plan 001
Line 27b - Schedule of Loans or Fixed Income Obligations (continued)
<TABLE>
<CAPTION>
ORIGINAL PRINCIPAL INTEREST UNPAID BALANCE
AMOUNT OF RECEIVED IN RECEIVED IN AT DECEMBER 31, DETAILED DESCRIPTION
IDENTITY OF OBLIGOR LOAN 1998 1998 1998 OF LOAN
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
*Le, Nguyen $ 6,009 $407 $29 $3,848 6.5% interest, opened June
20, 1996, matures May 17,
2001, currently making
payments
*Margard, Guy 3,700 - - 1,294 9% interest, opened
September 17, 1993,
matured on September 22,
1996, paid off subsequent
to year end
*Meeks, Daniel 25,000 - - 24,278 6.5% interest, opened July
11, 1997, matures July 11,
2002, defaulted and
distributed subsequent to
year end
*Monroy, Joe 8,500 - - 8,230 11.5% interest, opened
June 11, 1997, matures
June 21, 2002, defaulted
and distributed subsequent
to year end.
*Ortiz, Hector 1,600 - - 678 6.5% interest, opened
August 28, 1997, matured
August 13, 1998, defaulted
and distributed subsequent
to year end
*Phan, Cang 5,200 - - 187 10.75% interest, opened
October 10, 1995, matured
on October 9, 1996,
defaulted and distributed
subsequent to year end
PRINCIPAL INTEREST
IDENTITY OF OBLIGOR OVERDUE OVERDUE
- -----------------------------------------------------------------
<S> <C> <C>
*Le, Nguyen $ 364 $ 73
*Margard, Guy 1,196 50
*Meeks, Daniel 20,813 3,314
*Monroy, Joe 1,644 1,025
*Ortiz, Hector 610 9
*Phan, Cang 187 -
</TABLE>
* Party-in-interest. Address available upon request.
12
<PAGE>
Remec, Inc.
Profit Sharing 401(k) Plan
Employer ID #95-3814301, Plan 001
Line 27b - Schedule of Loans or Fixed Income Obligations (continued)
<TABLE>
<CAPTION>
ORIGINAL PRINCIPAL INTEREST UNPAID BALANCE
AMOUNT OF RECEIVED IN RECEIVED IN AT DECEMBER 31, DETAILED DESCRIPTION
IDENTITY OF OBLIGOR LOAN 1998 1998 1998 OF LOAN
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
*Ranallo, James $24,193 $- $- $15,626 6.5% interest, opened
February 29, 1996, matures
February 22, 2001,
defaulted and distributed
subsequent to year end
*Robechaud, Vicki $1,800 - - 1,304 9.75% interest, opened May
20, 1994 matures May 20,
1999, defaulted and
distributed subsequent to
year end
*Trumball, David 7,500 - - 6,320 11.25% interest, opened
April 17, 1997, matures
April 28, 2000, defaulted
and distributed subsequent
to year end.
PRINCIPAL INTEREST
IDENTITY OF OBLIGOR OVERDUE OVERDUE
- ---------------------------------------------------------------
<S> <C> <C>
*Ranallo, James $13,934 $1,559
*Robechaud, Vicki 1,072 224
*Trumball, David 2,364 587
</TABLE>
* Party-in-interest. Address available upon request.
13
<PAGE>
Remec, Inc.
Profit Sharing 401(k) Plan
Employer ID #95-3814301, Plan 001
Line 27d - Schedule of Reportable Transactions
For the year ended December 31, 1998
<TABLE>
<CAPTION>
(c) (d) (g)
(a) (b) PURCHASE SELLING COST OF
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Category (iii) - Series of transactions in
excess of 5% of plan assets
Fidelity Management Trust Company Magellan Fund $2,019,284 $ - $2,109,284
Fidelity Management Trust Company Magellan Fund - 1,216,722 1,070,062
Fidelity Management Trust Company Contrafund 1,888,154 - 1,888,154
Fidelity Management Trust Company Contrafund - 1,068,262 1,010,755
Fidelity Management Trust Company Growth Company Fund 1,019,282 - 1,019,282
Fidelity Management Trust Company Growth Company Fund - 894,994 813,846
Fidelity Management Trust Company Investment Grade Bond Fund 682,137 - 682,137
Fidelity Management Trust Company Investment Grade Bond Fund - 284,710 282,873
Fidelity Management Trust Company Growth & Income Fund 2,679,675 - 2,679,675
Fidelity Management Trust Company Growth & Income Fund - 1,495,729 1,294,344
Fidelity Management Trust Company Asset Manager Fund 1,217,906 - 1,217,906
Fidelity Management Trust Company Asset Manager Fund - 907,627 808,270
Fidelity Management Trust Company Retirement Money Market Fund 2,642,703 - 2,642,703
Fidelity Management Trust Company Retirement Money Market Fund - 2,026,057 2,026,057
Fidelity Management Trust Company Institutional Money Market Fund 2,034,140 - 2,034,140
Fidelity Management Trust Company Institutional Money Market Fund - 2,044,943 2,044,943
Fidelity Management Trust Company REMEC, Inc. Common Stock 2,622,569 - 2,622,569
Fidelity Management Trust Company REMEC, Inc. Common Stock - 613,572 593,458
(h)
CURRENT
VALUE OF
ASSET ON (i)
(a) (b) TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET DATE (LOSS)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Category (iii) - Series of transactions in
excess of 5% of plan assets
Fidelity Management Trust Company Magellan Fund $2,109,284 $ -
Fidelity Management Trust Company Magellan Fund 1,216,722 146,660
Fidelity Management Trust Company Contrafund 1,888,154 -
Fidelity Management Trust Company Contrafund 1,068,262 57,507
Fidelity Management Trust Company Growth Company Fund 1,019,282 -
Fidelity Management Trust Company Growth Company Fund 894,994 81,148
Fidelity Management Trust Company Investment Grade Bond Fund 682,137 -
Fidelity Management Trust Company Investment Grade Bond Fund 284,710 1,837
Fidelity Management Trust Company Growth & Income Fund 2,679,675 -
Fidelity Management Trust Company Growth & Income Fund 1,495,729 201,385
Fidelity Management Trust Company Asset Manager Fund 1,217,906 -
Fidelity Management Trust Company Asset Manager Fund 907,627 99,357
Fidelity Management Trust Company Retirement Money Market Fund 2,642,703 -
Fidelity Management Trust Company Retirement Money Market Fund 2,026,057 -
Fidelity Management Trust Company Institutional Money Market Fund 2,034,140 -
Fidelity Management Trust Company Institutional Money Market Fund 2,044,943 -
Fidelity Management Trust Company REMEC, Inc. Common Stock 2,622,569 -
Fidelity Management Trust Company REMEC, Inc. Common Stock 613,572 20,114
</TABLE>
Note: There were no category (i), (ii) or (iv) transactions during 1998.
Columns (e) and (f) are not applicable
14
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Employer ID# 95-3814301, Plan 001
Line 27f - Schedule of Non-Exempt Transactions
December 31, 1998
<TABLE>
<CAPTION>
(c)
(b) DESCRIPTION OF TRANSACTIONS INCLUDING
(a) RELATION TO PLAN, EMPLOYER OR MATURITY DATE, RATE OF INTEREST,
IDENTITY OF PARTY INVOLVED OTHER PARTY-IN-INTEREST COLLATERAL, PAR OR MATURITY VALUE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
REMEC, Inc. Employer/Plan Sponsor Contributions of $57,322 for the payroll
periods of February 14, 1998 to February 27,
1998 were deposited on May 13, 1998
REMEC, Inc. Employer/Plan Sponsor Contributions of $142,264 for the payroll
periods of February 21, 1998 to March 6,
1998 were deposited on April 22, 1998
REMEC, Inc. Employer/Plan Sponsor Contributions of $68,355 for the payroll
periods of March 7, 1998 to March 20,
1998 were deposited on April 22, 1998
REMEC, Inc. Employer/Plan Sponsor Contributions of $3,245 for the payroll
period of August 1, 1998 were deposited
on November 3, 1998
</TABLE>
Columns (d) through (j) are not applicable.
15
<PAGE>
EXHIBITS
23.1 Consent of Independent Auditors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
REMEC, Inc., as the administrator of the Plan, has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 25, 1999
REMEC, Inc. PROFIT SHARING 401(k) PLAN
By: REMEC, Inc.
By: /S/ Michael McDonald
---------------------------------------
Michael McDonald
Senior Vice President,
Chief Financial Officer and
Secretary
16
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation of our report dated May 15, 1999, with
respect to the financial statements and supplemental schedules of the REMEC,
Inc. Profit Sharing 401(k) Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 1998.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
June 24, 1999
