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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 6, 2000
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REMEC, INC.
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(Exact name of registrant as specified in its charter)
California 0-27414 95-3814301
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
9404 Chesapeake Drive, San Diego, California 92123
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (619) 560-1301
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On March 6, 2000, REMEC, Inc. issued a press release announcing
financial results for its fourth quarter ended January 31, 2000. The press
release is attached to this Current Report on Form 8-K as Exhibit 99.1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 7, 2000.
REMEC, INC.
By: /s/ MICHAEL McDONALD
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Michael McDonald
Senior Vice President,
Chief Financial Officer and Secretary
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EXHIBIT 99.1
NEWS RELEASE
Date: March 6, 2000
Contact: Michael McDonald
(858) 560-1301
REMEC, INC. ANNOUNCES FOURTH QUARTER RESULTS
San Diego, CA -- REMEC, Inc. (Nasdaq: REMC) today reported results for
its fourth quarter and fiscal year ended January 31, 2000.
Revenues in the fourth quarter were $50,327,000 compared with
$42,526,000 in the prior year period. Net income for the fourth quarter was
$702,000, or $0.03 per (diluted) share, compared with a net loss of $986,000, or
$0.04 per (diluted) share, in the same period last year.
For the year ended January 31, 2000, the Company reported a net loss of
$6,675,000, or $0.27 per (diluted) share on revenues of $189,189,000, compared
with a net loss of $4,831,000, or $0.20 per (diluted) share on revenues of
$179,215,000 for the comparable prior year period. The Company's results for the
year ended January 31, 1999 include a non-recurring tax benefit of $1,992,000
related to the recognition of research and experimentation tax credits
pertaining to previously filed tax returns.
Historical financial results have been adjusted to reflect REMEC's
pooling-of-interests merger with Airtech plc on April 29, 1999.
REMEC is a leading designer and manufacturer of high frequency
subsystems used in the transmission of voice, video and data traffic over
wireless communications networks and in defense applications.
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995:
Certain statements in this press release may constitute
"forward-looking statements" which are subject to known and unknown risks and
uncertainties including, among other things, certain economic conditions,
competition, development factors and operating costs that may cause the actual
results to differ materially from results implied by such forward-looking
statements.
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REMEC, INC.
Consolidated Statements of Income
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Twelve months ended
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January 31, January 31, January 31, January 31,
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Net sales $50,327 $ 42,526 $ 189,189 $ 179,215
Cost of sales 37,707 32,526 143,580 137,443
------- -------- --------- ---------
Gross profit 12,620 10,000 45,609 41,772
Operating expenses:
Selling, general and administrative 8,937 8,016 38,189 36,835
Research and development 3,636 3,163 13,994 10,903
Transaction costs -- -- 3,130 --
------- -------- --------- ---------
Total operating expenses 12,573 11,179 55,313 47,738
Income (loss) from operations 47 (1,179) (9,704) (5,966)
Interest income and other, net 711 819 2,601 3,008
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Income (loss) before provision (credit) for income taxes 758 (360) (7,103) (2,958)
Provision (credit) for income taxes 56 626 (428) 1,873
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Net income (loss) $ 702 $ (986) $ (6,675) $ (4,831)
======= ======== ========= =========
Earnings (loss) per share:
Basic $ 0.03 $ (0.04) $ (0.27) $ (0.20)
======= ======== ========= =========
Diluted $ 0.03 $ (0.04) $ (0.27) $ (0.20)
======= ======== ========= =========
Shares used in computing earnings (loss) per share:
Basic 25,303 24,860 25,147 24,759
======= ======== ========= =========
Diluted 25,994 24,860 25,147 24,759
======= ======== ========= =========
</TABLE>
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REMEC, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
January 31, January 31,
2000 1999
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<S> <C> <C>
ASSETS
Cash and cash equivalents $ 34,836 $ 83,012
Accounts receivable, net 33,112 27,295
Inventories, net 42,147 38,312
Prepaid expenses and other current assets 10,388 8,022
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Total current assets 120,483 156,641
Property, plant and equipment, net 60,290 44,706
Restricted cash 17,049 --
Intangible and other assets 26,409 17,224
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$224,231 $218,571
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LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 8,320 $ 8,155
Accrued expenses and other current liabilities 16,553 14,677
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Total current liabilities 24,873 22,832
Deferred income taxes and other long-term liabilities 11,466 4,132
Shareholders' equity 187,892 191,607
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$224,231 $218,571
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</TABLE>
